Flybe Group Regulatory News (FLYB)

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Flybe Group plc

Posting of Shareholder Circular

Flybe Group plc (the "Company") announced on 4 February 2019 that it had received a valid request under section 303 of the Companies Act 2006 to convene a general meeting to consider resolutions to appoint Mr Eric Kohn as a director of the Company and remove Mr Simon Laffin as a director of the Company.

In accordance with the statutory timetable, the Company has today posted a circular to shareholders making recommendations to shareholders in relation to the proposed resolutions. The circular includes a notice of the requisitioned general meeting, which has been convened for 11.00 am on Friday 22 March 2019 in accordance with the statutory timetable.

The Company's Nomination Committee having met with Mr Eric Kohn in accordance with its procedures applicable to the assessment of board candidates, the board has been unable to confirm his independence from Hosking Partners. The Company now has no operating subsidiaries and, if the scheme of arrangement through which the offer by Connect Airways Limited for the Company is being made does not become effective, the board intends to wind-up the Company once its affairs are settled. The directors do not believe therefore that Mr Eric Kohn will add to the board's decision-making or efficient running. Accordingly, the board believes that the resolution to appoint Mr Eric Kohn as a director of the Company is not in the best interests of the Company or its shareholders as a whole and unanimously recommends that shareholders vote against the resolution to appoint Mr Eric Kohn at the requisitioned general meeting, as each member of the board intends to do in respect of his or her own beneficial shareholdings.

The board remains fully supportive of Mr Simon Laffin as both Chairman and a director and believe that he has dedicated himself tirelessly to leading the board through a very difficult period. The independent directors believe that the resolution to remove Mr Simon Laffin as a director of the Company is not in the best interests of the Company or its shareholders as a whole and unanimously recommend that you vote against the resolution to remove Mr Simon Laffin at the requisitioned general meeting, as they each intend to do in respect of his or her own beneficial shareholdings.

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LEI Number: 5493005SC6523Y8KJF24