Gama Aviation : Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares in Gama Aviation Plc, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible for onward transmission to the purchaser or transferee. However, such documents should not be forwarded to, or transmitted in or into, any jurisdiction where to do so would violate the relevant laws and regulations in that jurisdiction. If you have sold only part of your holding of Ordinary Shares you should retain these documents.

GAMA AVIATION PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 7264678)

Proposed Disposal of the US MRO Business

and

Notice of General Meeting

Dial Partners LLP

Lead Financial Adviser

WH Ireland Limited

Nominated Adviser and Broker

You should read the whole of this document. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 7 to 10 (inclusive) of this document and which recommends you vote in favour of the Resolution to be proposed at the General Meeting referred to in this document. Whether or not you intend to attend the General Meeting, you are encouraged to complete and return the enclosed Form of Proxy in accordance with the instructions printed on the form.

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This document should be read in conjunction with the Notice of General Meeting and Form of Proxy. Notice of a General Meeting of the Company, to be held at First Floor, 25 Templer Avenue, Farnborough, Hampshire, GU14 6FE at 9.00 a.m. on 3 November 2023, is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the Resolution to be proposed at the General Meeting. To be valid the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received as soon as possible but in any event no later than 48 hours (excluding non-working days) before the time fixed for the General Meeting, meaning it should be returned by 9.00 a.m. on 1 November 2023. The completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they subsequently wish to do so.

Dial Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as lead financial adviser to the Company in connection with the matters described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dial Partners LLP or for advising any other person in relation to the matters described in this document. Dial Partners LLP has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Dial Partners LLP for the accuracy of any information or opinions contained in this document or for the omission of any information. No representation or warranty, express or implied, is made by Dial Partners LLP as to, and no liability whatsoever is accepted by Dial Partners LLP in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued).

WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland Limited or for advising any other person in relation to the matters described in this document. WH Ireland Limited has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by WH Ireland for the accuracy of any information or opinions contained in this document or for the omission of any information. No representation or warranty, express or implied, is made by WH Ireland Limited as to, and no liability whatsoever is accepted by WH Ireland Limited in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued).

Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

Any failure to comply with these restrictions may constitute a violation of relevant securities laws or regulations of the jurisdictions concerned.

It is the responsibility of any person receiving a copy of this document outside the United Kingdom to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. Persons (including, without limitation, custodians, nominees and trustees) receiving this document should not distribute or send this document into any jurisdiction when to do so would, or might, contravene local securities laws or regulations.

This document does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any shares or other securities in the Company nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor.

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/ CONTENTS

Directors, Secretary and Advisers	4
Expected Timetable of Principal Events	5
Definitions	6
Letter from the Chairman of Gama Aviation Plc	7
Notice of General Meeting	11

FORWARD LOOKING STATEMENTS

All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's that could cause the actual results, performance, achievements of or dividends paid by the Group to be materially different from future results, performance or achievements, or dividend payments expressed or implied by such forward- looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward- looking statements speak only as of the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

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• DIRECTORS, SECRETARY AND ADVISERS

Directors

Peter Brown (Chairman)

Marwan Khalek (Chief Executive Officer)

Stephen Wright (Chief Compliance Officer)

Michael Williamson (Chief Financial Officer)

Chi Keung (Simon) To (Non-Executive Director)

Stephen Mount (Non-Executive Director)

Company Secretary

Mine Taylor

Company website

www.gamaaviation.com

Registered Office

First Floor

25 Templer Avenue

Farnborough

Hampshire

GU14 6FE

Nominated Adviser and Broker

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

Lead Financial Adviser

Dial Partners LLP

28 Bolton Street

Mayfair

London

W1J 8BP

Solicitors to the Company as to English law Norton Rose Fulbright LLP

3 More London Riverside

London

SE1 2AQ

Registrars

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

United Kingdom

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/ EXPECTED TIMETABLE FOR PRINCIPAL EVENTS

Announcement of the Disposal	18 October 2023
Publication and posting of this Circular	18 October 2023
Latest time and date for receipt of Forms of Proxy for the General Meeting	9.00 a.m. on 1 November 2023
General Meeting	9.00 a.m. on 3 November 2023
Completion of the Disposal	Within three Business Days of 3 November 2023

Notes

The timetable assumes that the General Meeting will not be adjourned as a result of there being no quorum, or for any other reason. If there is an adjournment, all subsequent dates are likely to be later than those shown. Any changes will be notified to Shareholders by an announcement on the Regulatory News Services of the London Stock Exchange.

All references to time in this Circular are to London time.

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