To All Creditors

Section 98 report

AVIATOR LGW LIMITED (COMPANY NUMBER 08840120) (“LGW”) AVIATOR BHX LIMITED (COMPANY NUMBER 08840141) (“BHX”) AVIATOR NCL LIMITED (COMPANY NUMBER 08840117) (“NCL”) (COLLECTIVELY “THE COMPANIES”)

12 December 2016

Table of Contents Section Contents 1 Introduction 2 Schedule of Statutory Information 3 Extracts from Financial Statements 4 Directors' Statement of the Companies History and Reasons for Failure 5 Summary of Directors' Statement of Affairs 6 Schedule of Creditors 7 Estimated Deficiency Account 8 Liquidators’ Exercise of Power Since EGM 9 Resolutions 10 The Liquidators’ fee disclosure 11 Liquidators’ Receipts and Payments accounts

Glossary

Act Insolvency Act 1986 (as LGW Aviator LGW Limited amended) AAS Aviator Airport Services UK Liquidators Lisa Rickelton and Andrew Limited Johnson AAAEAB Aviator Airport Alliance Europe NCL Aviator NCL Limited AB BHX Aviator BHX Limited Rules Insolvency Rules 1986 (as amended) Group Aviator Airport Alliance Europe TUPE Transfer of Undertakings AB and its subsidiaries (Protection of Employment) Regulations

Page 2 Section 1 - Introduction As you are aware, Lisa Rickelton and Andrew Johnson (“the Liquidators”) were appointed as the Companies' nominated liquidators (“the Liquidators”) by resolutions of the members of the Companies on 1 December 2016, in accordance with section 84(1)(b) of the Insolvency Act 1986 (as amended) (“the Act”). On 28 November 2016, the Directors of the Companies’ resolved that, following the Liquidators’ appointment, the Liquidators should convene initial meetings of Companies’ creditors pursuant to section 98 of the Act. The meetings were duly convened on 1 December 2016 to be held at FTI Consulting LLP, 200 Aldersgate Street, London, EC1A 4HD on 12 December 2016 at:

Company Company number Time of meeting Aviator LGW Limited (in liquidation) (“LGW”) 08840120 10:30 Aviator BHX Limited (in liquidation) (“BHX”) 08840141 11:00 Aviator NCL Limited (in liquidation) (“NCL”) 08840117 11:30

This report sets out the information provided to creditors at those meetings. No payments have been made in respect of the arrangements for the creditors’ meeting. The estimated amount of the costs incurred total £1,684, comprising c.£284 for statutory advertising (£79 plus VAT per company) and c.£1,400 of postage / printing costs incurred in contacting the Companies’ creditors. There were no costs associated with preparing the Directors’ Statement of Affairs.

Page 3 Section 2 - Schedule of Statutory Information

Company Name Aviator LGW Limited (in Liquidation) Registered Number: 08840120 Date of Incorporation: 10 January 2014 Registered Office: Room 3037 Third Floor Balcony South Terminal, Gatwick Airport, Gatwick, West Sussex, RH6 0NP

Previous Names (if any) Date of Change Previous Name 21 August 2014 Gatwick Handling Newco Limited

Trading Address: Room 3037 Third Floor Balcony South Terminal, Gatwick Airport, Gatwick, West Sussex, RH6 0NP Directors Name Appointed Resigned Jo Alex Tanem 26 April 2016 N/A Andreas Vassilaros 15 May 2014 N/A Birgitta Andersson 15 May 2014 28 November 2016 Thomas Hoehn 10 January 2014 15 May 2014 Johannes Spindler 10 January 2014 15 May 2014 Paul Synnott 15 May 2014 26 April 2016 Deborah Westlake 10 January 2014 31 August 2016 Company Secretary: Cornhill Secretaries Limited Authorised Share Capital: £1 ordinary shares

Issued Share Capital: Shareholder Shares Held Aviator Airport Services UK Ltd 1

Page 4

Company Name Aviator BHX Limited (in Liquidation) Registered Number: 08840141 Date of Incorporation: 10 January 2014 Registered Office: Room 3037 Third Floor Balcony South Terminal, Gatwick Airport, Gatwick, West Sussex, RH6 0NP

Previous Names (if any) Date of Change Previous Name 21 August 2014 Birmingham Handling Newco Limited

Trading Address: Birmingham International Airport, Birmingham, West Midlands, B26 3QJ Directors Name Appointed Resigned Jo Alex Tanem 26 April 2016 N/A Andreas Vassilaros 15 May 2014 N/A Birgitta Andersson 15 May 2014 28 November 2016 Thomas Hoehn 10 January 2014 15 May 2014 Johannes Spindler 10 January 2014 15 May 2014 Paul Synnott 15 May 2014 26 April 2016 Deborah Westlake 10 January 2014 31 August 2016 Company Secretary: Cornhill Secretaries Limited Authorised Share Capital: £1 ordinary shares

Issued Share Capital: Shareholder Shares Held Aviator Airport Services UK Ltd 1

Page 5

Company Name Aviator NCL Limited (in Liquidation) Registered Number: 08840117 Date of Incorporation: 10 January 2014 Registered Office: Room 3037 Third Floor Balcony, South Terminal, Gatwick Airport, Gatwick, West Sussex, RH6 0NP

Previous Names (if any) Date of Change Previous Name 21 August 2014 Newcastle Handling Newco Limited

Trading Address: Newcastle International Airport, Woolsington, Newcastle Upon Tyne, NE13 8BZ

Directors Name Appointed Resigned Jo Alex Tanem 26 April 2016 N/A Andreas Vassilaros 15 May 2014 N/A Birgitta Andersson 15 May 2014 28 November 2016 Thomas Hoehn 10 January 2014 15 May 2014 Johannes Spindler 10 January 2014 15 May 2014 Paul Synnott 15 May 2014 26 April 2016 Deborah Westlake 10 January 2014 31 August 2016 Company Secretary: Cornhill Secretaries Limited Authorised Share Capital: £1 ordinary shares

Issued Share Capital: Shareholder Shares Held Aviator Airport Services UK Ltd 1

Page 6 Section 3 – Extracts from Financial Statements

Aviator LGW Limited Aviator NCL Limited Oct -16 Dec-15 Dec-14 Oct -16 Dec-15 Dec-14 £'000 (Man. a/c's) (unaudited) (audited) £'000 (Man. a/c's) (unaudited) (audited) Airport Equipment 478 221 690 Airport Equipment 244 324 432 Trade Debtors (note 1) (2,294) 3,778 2,088 Trade Debtors (note 1) 684 332 304 Intercompany Debtors 4,219 2,619 1,030 Intercompany Debtors 0 272 347 Other assets 1,037 1,011 297 Other assets 283 85 141 Total Assets 3,440 7,629 4,106 Total Assets 1,211 1,013 1,224 Trade Creditors (3,339) (2,836) (1,478) Trade Creditors (487) (387) (346) Intercompany (1,041) (1,080) (1,123) Intercompany (1,154) (820) (703) Other Liabilities (2,794) (3,377) (1,320) Other Liabilities (152) (99) (253) Total Liabilities (7,174) (7,293) (3,921) Total Liabilities (1,792) (1,307) (1,302) Shareholder's deficit (3,734) 336 185 Shareholder's deficit (581) (293) (78) Note 1. Trade debtors includes funding payments made under funding Note 1. Trade debtors includes funding payments made under funding agreement agreement

Additional financial information Additional financial information Oct -16 Dec-15 Dec-14 Oct -16 Dec-15 Dec-14 £'000 (Man. a/c's) (unaudited) (audited) £'000 (Man. a/c's) (unaudited) (audited) Turnover 42,093 22,837 15,401 Turnover 7,076 3,494 2,585 Net profit (4,070) 151 185 Net profit (288) (215) (78) Directors' remuneration n/a n/a n/a Directors' remuneration n/a n/a n/a Dividends paid - - - Dividends paid - - -

Aviator BHX Limited Oct -16 Dec-15 Dec-14 £'000 (Man. a/c's) (unaudited) (audited) Airport Equipment 59 60 62 Trade Debtors (note 1) 1,206 526 500 Intercompany Debtors 0 129 0 Other assets 603 272 158 Total Assets 1,868 987 720 Trade Creditors (968) (697) (654) Intercompany (2,350) (1,458) (475) Other Liabilities (388) (347) (359) Total Liabilities (3,706) (2,502) (1,488) Shareholder's deficit (1,838) (1,515) (768) Note 1. Trade debtors includes funding payments made under funding agreement

Additional financial information Oct -16 Dec-15 Dec-14 £'000 (Man. a/c's) (unaudited) (audited) Turnover 6,803 5,592 2,467 Net profit /(loss) (323) (747) (768) Directors' remuneration n/a n/a n/a Dividends paid - - -

The Companies’ last audited accounts were up to 31 December 2014. The date of the auditors’ report was 22 December 2015.

We note significant revenue growth during 2016 following LGW’s acquisition of Swissport whilst growth in BHX and NCL was achieved organically. LGW was marginally profitable during 2014 and 2015 but, based on the management accounts, incurred material losses during 2016 as noted below. BHX and NCL profit and loss accounts show those entities have been loss making for a number of years. We note that the Companies’ principal liabilities relate to monies owed to other entities within the Aviator Group.

Page 7 Section 4 - Directors’ Statement of Companies History and Reasons For Failure

Accentsix Holding Management LTD 52% 48%

Aviator Airport Alliance Europe AB 556822-8927 SEK

100% Aviator Airport 15 trading / Services UK non trading LTD entities 8979599 GBP

Aviator LGW Aviator BHX Ltd Ltd 100% 100% 8840120 08840141 GBP GBP

Aviator NCL Ltd 100% 08840117 GBP

Entities placed into liquidation on 1 December 2016

A simplified group structure chart as at the date of the Liquidators’ appointment is shown above. The pre appointment activity of each of the Companies is as follows:

 Aviator LGW Limited: Trading company – Ground handling services at Gatwick Airport.  Aviator BHX Limited: Trading company – Ground handling services at Birmingham Airport.  Aviator NCL Limited: Trading company – Ground handling services at Newcastle Airport.

Aviator Airport Services Limited is a non-trading holding company and sole shareholder of LGW, BHX and NCL.

Aviator Airport Alliance Europe AB (“AAAEAB”) is a holding company owned 52% by Accentsix Holding Limited and 48% held by the Group’s management team.

The 15 non UK entities which are subsidiaries of AAAEAB provide ground handling services in Manchester and across the Nordic countries.

The Companies’ have granted a security assignment to the Group’s principal lender over all rights and interests under all customer contracts. No action was taken by the Group or the Group’s principal lenders to perfect these assignments. Therefore it does not appear that this security is effective.

Page 8 Trading background

The Companies were part of a wider group of companies (“the Group”) providing ground handling services at airports across the United Kingdom and the Nordics.

The UK ground handling services market conditions in recent years has been challenging, with significant pricing pressures and low margins which resulted in only marginal profits generated by LGW and losses in BHX and NCL during 2014 and 2015 The Companies problems were further compounded by a lack of operational control and deficiencies in planning and administrative processes materially impacting 2016 trading across LGW, BHX and NCL. Accordingly during Q1-16, the Companies launched a comprehensive action programme to improve processes and operations with a new UK management team being appointed.

Despite positive initial results from the action plan, financing discussions at a group level could not be agreed, resulting in the Group’s principal lenders withdrawing their support of the Group’s UK operations.

In response to this decision, on 17 September 2016, plans were developed to support a managed wind down and exit the ground handling markets in London Gatwick, Birmingham, and Newcastle Airports, in an effort to minimise losses to creditors and to avoid severe disruption to critical UK airport infrastructure.

These plans included securing short term emergency funding from key stakeholders to ensure an orderly exit with minimum disruption to the Companies’ customers, employees and those airports affected by the planned exit. The alternative, given the inability to secure long term funding, would have been an immediate and unplanned shut down, resulting in material disruption and financial loss to the airports, airlines and passengers.

As part of the wind down plan, AAAEAB settled the Companies’ overdraft positions. Immediately prior to this paydown, the overdraft positions were approximately LGW - £1.2m; BHX - £0.3m; and NCL - £0.1m.

During the wind down period, the Companies transferred all service contracts to alternative providers or ‘in-house’ to the airline customers. Through successful Transfer of Undertakings (Protection of Employment) Regulations (“TUPE”) these transfers, preserved the jobs of c.1,300 out of a total workforce across the Companies of c.1,400.

All service contract transfers were carried out for nil consideration with employees with a demonstrable dedication to that airline being transferred to the new service providers under TUPE. The key transfers were as follows:

Page 9

As noted above, emergency funding was obtained from key stakeholders. The objective of the short term funding provided to the Companies was to provide the financial support required to maintain continuity of the Companies’ ground-handling services with a view to achieving a managed handover of these services to alternative providers on or before 30 November 2016.

Without the funding, the Companies would have likely entered into unplanned administration processes. This would have resulted in the immediate cessation of trading, significant disruption to the airlines and airports that the Companies served and a significant number of redundancies. In such a scenario, the creditors’ claims against the Companies would have been materially increased by breach of contract claims and employee claims.

On 28 November 2016 the directors of the Companies convened a board meeting where the chairman noted that the orderly transition of the Companies' operations was substantially complete with the final airline customers transitioning their operations on 30 November. As such, the funding objective (as noted above) would be considered achieved on 30 November and the Companies would no longer be trading. Accordingly, in light of this and the Companies’ financial position, the directors resolved that the best course of action was to arrange for the Companies to be placed into creditors' voluntary liquidation on 1 December 2016.

Page 10 Prior involvement of the proposed liquidators

As you are aware Andrew Johnson and Lisa Rickelton, both of FTI were appointed as the Companies' nominated liquidators (“the Liquidators”) by resolutions of the members of the Companies on 1 December 2016, in accordance with section 84(1)(b) of the Insolvency Act 1986 (as amended) (“the Act”). FTI was engaged by Aviator Airport Services UK Limited and Aviator Airport Alliance AB (as guarantor) on 19 September 2016 to advise and assist them in the orderly wind down of the UK operations. Specific workstreams included:

 review of the Group’s short-term funding requirements to develop and plan for a managed wind-down, or alternative solution to maintain the UK operation;

 provision of insolvency advice to the Board of Directors;

 support in discussions and negotiations with key stakeholders;

 support in respect of the communications strategy, including development of an appropriate leak strategy; and

 preparation of a contingency plan, in the event that it is not possible to secure further funding to allow continuation of trading on a solvent basis. The advisory work commenced on 19 September 2016 and continued until 30 November 2016. The total professional fees incurred totaled £1.2 million (excluding VAT). All fees were paid by the Companies prior to the appointment of the Liquidators. The Companies’ received funding from major stakeholders for the costs of an orderly transition of services. This funding included provision for FTI fees.

Under the ICAEW Code of Ethics for insolvency practitioners, a potential threat could be considered to exist. This threat is described as a self-review threat which may occur when a previous judgement made by an individual within the practice needs to be re-evaluated by the Insolvency practitioner.

The necessary safeguards that have been implemented to eliminate / reduce this threat to an acceptable level, including; a separate lead insolvency practitioner undertaking the appointment; and, in line with FTI’s internal ethics / risk procedures, consideration and approval from an independent risk panel.

Page 11 CVL Written Resolutions

The below written resolutions of the Companies, proposed as special resolutions, were circulated to the Companies’ members on 28 November 2016 and duly passed on 1 December 2016:

1. That the Company be wound up voluntarily under section 84(1)(b) of the Insolvency Act 1986. 2. That Lisa Jane Rickelton and Andrew James Johnson of FTI Consulting LLP whose offices are at 200 Aldersgate Street, London EC1A 4HD be appointed as joint liquidators of the Company for the purposes of the resolution detailed at resolution 1.

Page 12 Section 5 – Directors’ Statement of Affairs

Page 13

Section 6 – Schedule of creditors

Page 14 Aviator LGW Limited - creditor listing Name of creditor Address Amount of debt AFFINI CONNECTING TECHNOLOGY Field HouseUttoxeter Old Road,Derby,DE1 1NH 33,705.00 AIG EUROPE LTD The Aig Building,58 Fenchurch Street,Crawley,RH10 1FY 29,213.51 AIRBORNE DATA SYSTEMS SUNLEA HOUSE,London Victoria, SHARPTHORNE,WEST SUSSEX,RH19 4NX - 4,320.00 AIRLINE SERVICES LTD Airline Services Limited, Canberra House,Md 21401-7465 Usa 80.00 AIRLINKS (OFJ) AIRPORT SERVICES LTD CREDIT CONTROL DEPT, FLOOR 3,NAT/L EXPRESS HS,MILL LANE,BIRMINGHAM,B5 6DB 31,005.02 AIRPORT RETAIL ENTERPRISES International House,24 Holborn Viaduct,190 46 Stockholm-Arlanda,Sweden 900.20 ALPHA LSG LTD Building 319,World Cargo Centre,Manchester AirportManchester,M90 5EX 281.31 ANTHONY PARSONS-GORHAM - EXPENSES Expenses - 45.00 AQUALICITY UNIT 4C WOODLEY PARK ESTATE,READING,BERKShire,RG5 3AW 1,156.48 ARCO PO Box 21,Head Office,Waverley Street,Hull,HU12SJ 674.86 ARINC 2551 RIVA ROAD,ANNAPOLLS,ANNAPOLIS,MD 21401 746 3,873.91 AUTOMANIA GARAGE SERVICES Steyning Way, Green Lane,Crosby Row,London,SE1 1YW 4,274.89 AVIATOR AIRPORT ALLIANCE EUROPE AB AVIATOR AIRPORT ALLIANCE EUROPE AB,BOX 118,190 46 STOCKHOLM-ARLANDA, SWEDEN 2,926,523.51 AVIATOR AIRPORT SERVICES DENMARK A/S Copenhagen Airport,Vestvej 4,2770 Kastrup,Denmark 402,388.65 AVIATOR AIRPORT SERVICES SWEDEN AVIATOR AIRPORT ALLIANCE EUROPE AB,BOX 118,190 46 STOCKHOLM-ARLANDA, SWEDEN 73,718.00 BABCOCK CRITICAL SERVICES LTD 2Nd Floor 1000 Lakeside, North Harbour,MANOR PARK,RUNCORN,WA7 1TT 84.60 BENIFY UK LTD Benfiy Uk Limited, 5 Upper Montagu Street 17,337.00 BRIGGS EQUIPMENT UK LTD PO Box 3777,Orbital 7,Orbital Way,Cannock,Staffordshire,WS11 8XW 942.62 CAFFE NERO 3 NEAL STREET,LONDON,WC2H 9PU 2,077.10 CAPITA RESOURCING 107-123 King St,Maidenhead,SL6 1DP 4,867.20 CAVIAR HOUSE & PRUNIER BUILDING 253,ELY ROAD,MIDDLESEX,TW62 2EW 841.25 CIVIL AVIATION AUTHORITY CAA House,45-59 Kingsway,London,WC2B 6TE 1,050.00 COMPETITION & MARKETS AUTHORITY Competition And Markets Authority,Staffordshire,ST5 1HX 60,979.45 CONTEGO SAFETY SOLUTIONS Malthouse Lane, West Sussex 2,108.22 COPTHORNE HOTEL Copthorne Effingham Park,West Park Road,West Sussex,RH10 3EU - 960.00 CORNHILL SECRETARIES LTD CORNHILL SECRETARIES LIMITED, 8 Baden Place,PRESTON,PR5 8AS, - 870.80 COURTYARD MARRIOTT Courtyard by Marriot LGW, Buckingham Gate,RUBERY,BIRMINGHAM,B45 9PZ 855.50 COWFOLD MEDICAL GROUP St Peter's Close,Cowfold,West Sussex,RH13 8DN, 85.00 CREDIT SAFE UK Creditsafe Business Solutions Limited, Bryn House,Crawley,RUNCORN,WA7 1TT - 255.00 CRESTA WORLD TRAVEL CRESTA HOUSE,32 VICTORIA STREET 2,373.85 DAMAREL SYSTEMS INT LTD Grange Court,Grange Rd,Tongham,Farnham,GU10 1DW 65,652.73 DISCLOSURE SCOTLAND Disclosure Scotland, P.O. Box 250, 300.00 DYNAMIC OFFICE SUPPLIES Teamwork (UK) Ltd,Martin House,20a Peach Street,Wokingham,Berkshire,RG40 1XG 9,859.02 EDEN SPRINGS Unit B,3 Lingstone Boulevard,Hamilton Intl Technology Park,Blantyre,G72 0BP 1,973.20 EDENBRIDGE MEDICAL PRACTICE Station Road,Edenbridge,Kent,TN8 5ND, 20.00 EE & T-MOBILE EE Limited, Trident Place, Mosquito Way, Hatfield, AL10 9BW - 331.11 ESP.CO.UK 5 ACRE ROAD,READING,BERKSHIRE,RE2 0SU, 3,956.68 FLIGHT DELAY SERVICES LTD FDS-TGM GROUP LTD,487 DUNSTABLE ROAD,LUTON,LU4 8DS, 77,088.49 FLIGHTCARE MULTISERVICES SERVISAIR HOUSE, HAMPTON COURT,MANOR PARK,RUNCORN,WA7 1TT - 285,585.85 FMG Support (FIM) Ltd St Andrew's Rd,Huddersfield ,HD1 6NA 50.00 FTI CONSULTING FTI Consulting LLP,200 Aldersgate,Aldersgate Street,London,EC1A 4HD 455.40 G4S AVIATION SECURITY (UK) LTD 5th Floor Southside,105 Victoria Street,London ,SW1E 6QT 9,096.43 GATE GOURMET Gate Gourmet London Ltd,Gatwick Unit,Perimeter Road South,Gatwick Airport,West Sussex,RH6 0PE 690.00 GATWICK AIRPORT ACCOUNTS RECEIVEABLE,P O BOX 450,HORLEY,RH6 6AU 1,441,398.80 GATWICK CARS LTD Head Office,Unit 5,Gatwick Metro Centre,Balcombe Road,RH6 9GA 273.60 GLOBAL BAGGAGE SOLUTIONS LTD LLOYDS TSB,PO BOX 100, BANBURY,OXON,OX16 1SG 19,881.20 GREENHAM TRADING LTD GREENHAM HOUSE,671 LONDON ROAD ISLEWORTH,MIDDLESEX,TW7 4EX 58.74 GROUNDCARE SOLUTIONS UPPERC3,HORSTEAD KEYNES IND PK,CINDER HILL,HORSTED KEYNES,HAYWARDS HEATH,RH17 7BA 12,465.06 HAYS RECRUITMENT Shared Service Centre,Hays House,40-44 Coombe Road,New Malden,Surrey,KT3 4QF - 3,301.32 HI FLY TRANSPORTES AEREOS SA Latino Coelho nr 1,Hi Fly Building,1050-132 Lisbon,PORTUGAL 418.67 HILTON LONDON GATWICK AIRPORT GATWICK AIRPORT LONDON,GATWICK,RH6 0LL 2,773.52 HORSHAM + DISTRICT LAUNDRY LTD Unit D/Foundry Cl,Horsham ,RH13 5TX 147.84 HULTAFORS GROUP AB BOX 38,SE-517 21 BOLLEBYGD,SE-517 21 7,042.52 INFORM GmbH Inform Gmbh,PascalstraBe 23, 52076 Aachen, Germany 18,468.94 INTERIOR ENTERPRISES LTD 58 WHYTECLIFFE ROAD SOUTH,PAULEY,SURREY,CR8 2AW 240.00 INVICTA TELEPHONE SALES LTD 12 Montacute Road,Tunbridge Wells,Kent ,TN2 5QR 142.75 JAMIE'S ITALIAN Jamie's Italian Limited, 2 Gay Street, Bath, Somerset, BA1 2PH 0.43 KWINTET SVERIGE AB BOX 1102,BORAS,501 11 793.05 LABELINE Midas House,Chivenor Business Park,Barnstaple,Devon,EX31 4AY 123.00 LIMPIO OFFICE SOLUTIONS 13-14 Raleigh Court,Priestley Way,Crawley,West Sussex,RH10 9PD - 9,634.20 LINEUP AVIATION 9 Foundry Court,Horsham,RH13 5PY 4,474.85 MERIDIANA FLY SPA Highbridge House,581 Bath Road,Longford,West Drayton,UB7 0EW 1,013.37 MICHAEL PAGE INTERNATIONAL LTD 3rd Floor, Wellington House, 20 Queensmere, Slough, Berkshire, SL1 1DB 2,520.00 MIDLAND HR Ruddington Hall,Loughborough Road,Nottingham,NG11 6LL 21,273.90 NANDO'S CHICKENLAND LTD ERICO HOUSE,93-99 UPPER RICHMOND RD,PUTNEY, LONDON,SW15 2TG 8,045.35 NEOPOST Neopost House,South Street,Romford,Essex,RM1 2AR 579.80 NO.1 TRAVELLER (LGW) LTD 44 CARNABY STREET ,LONDON,W1F 9PP 5,465.60 NORWEIGAN AIR Oksenøyveien 3,P.O. Box 115,NO-1330 Fornebu,Norway 400,985.94 OCS GROUP UK LTD OCS GROUP UK LTD, PO BOX 518, MANCHESTER, M16 9SD 8,596.64 ONE RESOURCING 72 BLANDFORD ROAD,CORFE MULLEN,WIMBOURNE,BH21 3HQ 40,548.67 PEAK VANTAGE 33 Chandos Road,Newbury,Berkshire,RG14 7EP 1,545.00 PREMIER WORK SUPPORT 6-8 Western Road,Romford,Essex,RM1 3JT 3,182.30 PRICE WATERHOUSE COOPERS HAYS GALLERIA,1 HAYS LANE,LONDON,SE1 2RD 19,230.00 REDUNA GROUP Reduna Group AB,Maskingatan 5 5trp,417 62,Goteborg,Sverige 410.41 REED BUSINESS INFORMATION LIMITED Quadrant House,The Quadrant,Sutton,SM2 5AS 844.18 ROCK NETWORKS Limited Rock Networks Ltd,Stone Cross Court,Stone Cross Way,Golborne,Warrington,WA3 3JD - 187.78 RSP RAIL TRAVEL ACCOUNT (DD) 2ND FLOOR,200 ALDERSGATE,LONDON,EC1A 4HD 2,359.20 RYAN AIR Dublin Office,Airside Business Park,Swords,Dublin 2,412.50 SAFETY KLEEN UK LTD PROFILE WEST,950 GREAT WEST RD,BRENTFORD,MIDDLESEX,TW8 9EJ 148.81 SAGE PARTS GSE LTD UNIT 362A LEACH PLACE,WALTON SUMMIT INDUSTRIAL EST,PRESTON,PR5 8AS 630.00 SELECT SERVICE PARTNER NO 1 PARKLAND COURT,BIRMINGHAM GREAT PARK, RUBERY,BIRMINGHAM,B45 9PZ 8,217.78 SELECTA (VENDEPAC) 1ST FLOOR SPINNAKER HOUSE,LIME TREE WAY, HAMPSHIRE INT,BAISINGSTOKE,RG24 8GG 4,344.57 SELSEY MEDICAL PRACTICE Selsey Medical Centre,High Street,Selsey,W SussexPO20 0QG, 95.00 SHOTFIELD MEDICAL PRACTICE Jubilee Health Centre,Shotfield,Surrey,SM6 0HY 40.00 SITA Computing USA Inc,3100 Cumberland Blvd,Suite 900,30339 Atlanta,Georgia,USA 4,673.00 SOFITEL LONDON GATWICK NORTH TERMINAL GATWICK,WEST SUSSEX,RH6 0PH - 125.00 SWISSPORT LTD GROUNDSTAR HOUSE,AIRPORT FREIGHT VILLAGE,NEWCASTLE,NE13 8BH 53,377.10 TENSOR SYSTEMS LTD HAIL WESTON HOUSE,HAIL WESTON,CA,PE19 4JY 16,785.96 THOMAS COOK AIRLINES Hangar 1,Western Maintenance,Runger Lane, Manchester Airport,M90 5FL 2,513.97 TNT INTERNATIONAL P.O. Box 186, Ramsbottom, Bury, BL0 9GR 36.86 TRAVEL SERVICE K Letišti 1068/30,160 08 Prague 6,The Czech Republic 1,496.91 TRAVEL WELFARE The Beehive, Gatwick Airport, Sussex, RH6 0PA - 14,269.98 TROY PERRY - EXPENSES EXPENSES - 960.00 UNITED CARDS 9 Grand Parade,High Street,Crawley,West Sussex,RH10 1BU 824.40 VALASSIS LTD WELDON HOUSE,CORBY GATE BUSINESS PARK,NORTHAMPTONSHIRE,NN17 5JG 88,453.70 VODAFONE Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN 23,183.62 W & H COMMERCIALS Kelvin Business Centre,Kelvin Way,Crawley,RH10 9SF 8,078.03 WAGAMAMAS 3rd Floor, 76 Wardour Street, London, W1F 0UR 6,389.90 WESTFIELD HEALTH Westfield House, 87 Division Street, Sheffield, South Yorkshire, S1 1HT 229.77 WHSMITH TRAVEL Victoria House,37-63 Southampton Row,London,WC1B 4DA - 1,128.41 BA British Airways PLC, IAG BA UK INVOICES P.O. BOX 6296, Milton Keynes, MK10 1ZL 42,948.00 Thomson WIGMORE HOUSE, WIGMORE PLACE, WIGMORE LANE,LUTON, BEDFORDSHIRE, LU2 9TN 129,855.00 Virgin Virgin Atlantic Airways, The Office, Manor Royal, Crawley, West Sussex, RH10 9NU 54,639.00 Thomas Cook HANGAR ONE, WESTERN MAINTENANCE AREA,RUNGER LANE, M90 5FLT 293,034.00 Ryan Air RYANAIR, CORPORATE HEADQUARTERS,DUBLIN AIRPORT, DUBLIN 56,497.00 Total trade creditors 6,272,772.84

Aviator Airport Services Denmark AS Vestvej 4, 2770 Kastrup, Denmark 49,000.00 HMRC - Nov PAYE 487,089.00 Intergroup - Aviator Europe AB Box 118, 190 46 Stockholm-Arlanda, Sweden 3,063,045.00 Intergroup - Aviator Services Sweden AB Box 118, 190 46 Stockholm-Arlanda, Sweden 43,686.00 Total other creditors 3,642,820.00 Aviator BHX Limited - creditor listing Name of creditor Address Amount of debt ADVANCED BUSINESS EQUIPMENT LTD ADVANCED BUSINESS EQUIPMENT LTD,Tavistock House,5 Rockingham Road,Uxbridge,Middlesex,UB8 2UB- 1,287 AIRLINE SERVICES LTD Perimeter Rd S,Lowfield Heath,Gatwick,RH6 0PQ 5,158 AIRPORT PLACEMENT LTD AIRPORT PLACEMENTS LTD,Comet Building,Birmingham Airport, B26 3Qj 13,164 ANGEL SPRINGS ANGEL SPRINGS,Angel House,Shaw Road,Wolverhampton,West Midlands,WV10 9LE 105 ARCO ARCO LIMITED,Po Box 21,Head Office,Waverley Street,Hull,HU1 2SJ 476 ARVIN AVIATION ARVIN LIMITED TERMINAL 1,Birmingham International Airport,Birmingham,West Midlands,B26 3Qj 1,255 BIRMINGHAM INT. AIRPORT LTD BIRMINGHAM AIRPORT,Finance Department,Diamond House,Birmingham,B26 3Qj 359,253 CAFFE NERO FINANCE DEPARTMENT,3 Neal Street,London,Wc2H 9Pu 917 CORNHILL SECRETARIES 8 BADEN PLACE,Crosby Row,London,SE1 1YW 290 EASY JET AIRLINE COMPANY LTD EASYJET AIRLINE COMPANY LIMITED,Hangar 89,London Luton Airport,LU2 9PF 4,788 ERDINGTON MEDICAL CENTRE 103 WOOD END ROAD,Erdington,Birmingham,B24 8NT 125 ESP GLOBAL ESP GLOBAL SERVICES,5 Acre Road,Reading,RG2 0SU 1,026 FLIGHT DELAY SERVICES FDS-TGM GROUP LTD,487 DUNSTABLE ROAD,LUTON,LU4 8DS 222 FLIGHTCARE MULITISERVICES LTD SERVISAIR HOUSE, HAMPTON COURT,MANOR PARK,RUNCORN,WA7 1TT 221,821 FMG Support (FIM) Ltd FMG HOUSE,St Andrews Road,Huddersfield,HD1 6NA 690 FT SOLUTIONS CENTRUS BUSINESS PARK,Mead Lane,Hertford,Hertfordshire,SG13 7GX 102 GOES LTD UNIT 22,The Gateway Ind Est,Birmingham International Airport,Birmingham,B26 3QD 151 HEATHBROOK CORPORATE WEAR 14-16 Boulton Road,READING,Berkshire,RG2 0NH 370 IATA FRANKFURTSTRAAT 2,Lijnden,Po Box 49,1170 Aa Badhoevedorp,The Netherlands 510 ICELAND AIR 1 FITZROY SQUARE,London W1T 5He - INTERNATIONAL CURRENY EXCHANGE 19-21 SHAFTESBURY AVENUE,London,W1D 7Ed 598 ISS FACILITY SERVICES LTD 51-60 FUTURA PARK,Aspinall Way Middlebrook,Horwich,Bolton 1,581 LAWDEN TYRE SERVICES LAWDEN TYRE SERVICES,5-8 Lawden Road,Bordesley Circus,Birmingham,B10 0AB 359 LEEDS COMMERCIAL LEEDS COMMERCIAL LIMITED,Contract Hire Depot,The Roundhouse,Wellington Road,LS12 1DR 1,352 LINE UP AVIATION 9 FOUNDRY COURT,Horsham,Rh13 5Py 14,076 NO1 TRAVELLER (BHX) LIMITED NO1 LOUNGES (BHX) LTD,Hanover House,14 Hanover Square,London,W1S 1HP 26,153 NORTH EAST RADIO COMMUNICATIONS 1 BEWICKE STREET,Wallsend,Tyne & Wear,NE28 6SR 336 PRINTAVIA AVIATION AG Kleebodenweg 14,4222 Zwingen,Switzerland 9 REBECCA NICHOLLS - EXPENSES EXPENSES - REDLINE ASSURED SECURITY THE NATIONAL SECURITY TRAINING AGENCY,First Avenue,Robin Hood Aiport,Doncaster,DH9 3RH 20 REDUNA GROUP MASKINGATAN 5 5TRP,417 62 Göteborg 35 RHIAN POWELL - EXPENSES EXPENSES - 250 SANTIA HEALTH & SAFETY LTD FUSION OCUPATIONAL HEALTH,Santia House,Parc Nantgarw,Natgarw 360 SELECT SERVICE PARTNERS 1 PARKLANDS, REDNAL, BIRMINGHAM, WEST MIDLANDS, B45 9PZ 8,981 SELECTION CORPORATE CLOTHING LTD SELECTION HOUSE, UNIT 7 FISHERS INDUSTRIAL ESTATE, WIGGENHALL ROAD, WATFORD, HERTS, WD18 0FN, 501 SHAURNA EDMEADE - EXPENSES EXPENSES - SPARKHILL SURGERY 578 STRATFIRD ROAD,Sparkhill,Birmingham,B11 4AN, 85 SSP 491 SWISSPORT LIMITED GROUNDSTAR HOUSE FREIGHT VILLA,Newcastle Int Airport,Newcastle Upon Tyn,NE13 8BH, 3,777 TENSOR HAIL WESTON HOUSE,Hail Weston,St Neots,Cambridgeshire,PE19 5JY,, 559 VALASSIS LTD WELDEN HOUSE,Corby Gate Business Park,Priors House,Priors Hews Road,Corby,NORTHANTS,NN17 5JG 10,225 VIRGIN MEDIA BUSINESS COMMUNICATIONS HOUSE,Bartley Wood Business Park,Bartley Way,Hook,RG27 9UP 156 WESTFIELD HEALTH 87 DIVISION STREET,Sheffield,South Yorkshire,S1 1HT - 2,087 WHSMITH GREENBRIDGE ROAD,Swindon,SN3 3LD 11,080 WORDLPAY 25 Walbrook,London,EC4N 8AF 48 XEROX OXFORD ROAD,Uxbridge,UB8 1HS - 141 BA British Airways PLC, IAG BA UK INVOICES P.O. BOX 6296, Milton Keynes, MK10 1ZL 42,948 Thomson WIGMORE HOUSE, WIGMORE PLACE, WIGMORE LANE,LUTON, BEDFORDSHIRE, LU2 9TN 129,855 Virgin Virgin Atlantic Airways, The Office, Manor Royal, Crawley, West Sussex, RH10 9NU 54,639 Thomas Cook HANGAR ONE, WESTERN MAINTENANCE AREA,RUNGER LANE, M90 5FLT 293,034 Ryan Air RYANAIR, CORPORATE HEADQUARTERS,DUBLIN AIRPORT, DUBLIN 56,497 Total trade creditors 1,264,414

AVIATOR - NhB AS Sparerbank1 Regnskapshuset SMN A Klaebuveien 196, NO - 7467 Trondheim 4,898 HMRC - Nov PAYE 51,382 Intercompany - Aviator LGW Ltd Room 3037, Third Floor Balcony, South Terminal, Gatwick Airport, West Sussex, RH6 0NP 2,121,403 Intercompany - Aviator NCL Ltd Aviator/Easyjet Ticket Desk Newcastle International Airport, NE13 8BZ, Newcastle Upon Tyne 121,752 Intergroup - Aviator Europe AB Box 118, 190 46 Stockholm-Arlanda, Sweden 604,725 Intergroup - Aviator Services Finland OY Rahtikuja 1, 01530 Vantaa, Finland 4,294 Intergroup - Aviator Services Sweden AB Box 118, 190 46 Stockholm-Arlanda, Sweden 6,504 Total other creditors 2,914,958 Aviator NCL Limited - creditor listing Name of creditor Address Total A & A FABRICATIONS A & A FABRICATIONS,Riverside Road,Southwick,Sunderland,SR5 3JG 2,640.00 ARCO ARCO,Arco Limited,Po Box 21,Head Office,WAVERLEY STREET,HULL,HU1 2SJ 184.38 BADGEMASTER BADGEMASTER,Badgemaster Limited,Hazel Way,Industrial Park,Newstead,Nottingham,NG15 0DQ 51.01 BRITISH TELECOM BRITISH TELECOM,Corporate Billing Team,Pp05A19,Delta Point,35 WELLESLEY ROAD,CROYDEN,CR9 2YZ 6.72 CORNHILL SECRETARIES LTD CORNHILL SECRETARIES LTD,Cornhill Secretaries Limited,8 Baden Place,Crosby Row,London SE1 1YW 290.10 CRESTA WORLD TRAVEL CRESTA WORLD TRAVEL,Cresta House,32 Victoria Street,Cheshire,WA14 1ET 1,753.62 DAVID ALLAN - EXPENSES DAVID ALLAN - EXPENSES,Expenses - Dynamic office supplies DYNAMIC OFFICE SUPPLIES,Dynamic Office Supplies,Dynamic House,Turners Hill Road,Crawley Down,RH10 4EY 1,085.00 EASYJET AIRLINE COMPANY LTD EASYJET AIRLINE COMPANY LTD,Easyland,London Luton Airport,Luton,LU2 9LS 20,513.00 EDINBBURGH AIRPORT EDINBBURGH AIRPORT,Edinburgh Airport Limited,Edinburgh,Scotland,EH12 9DN 576.00 Empark EMPARK,Empark U.K. Limited,Bassingbourn House,Mid Stay Car Park,Stansted Airport,ESSEX,CM24 1PZ 1,152.00 ESP GLOBAL SERVICES ESP GLOBAL SERVICES,5 Acre Road,Reading,RG12 0SU 1,026.41 FLIGHT DELAY SERVICES LTD FLIGHT DELAY SERVICES LTD,Fds-Tgm Group Ltd,487 Dunstable Road,Luton,LU4 8DS 8,442.66 Flightcare FLIGHTCARE MULTISERVICES,Servisair House,Hampton Court,Manor Park,RUNCORN,WA7 1TT 4,631.52 G TRAK LTD G TRAK LTD,Queensway House,Queensway,Middlesbrough,TS3 8FT 450.00 GREGGS SHARED SERVICES GREGGS SHARED SERVICES,Balliol Business Park West,Longbenton,Newcastle On Tyne,NE12 8EW 105.70 HEATHBROOK CORPORATE WEAR HEATHBROOK CORPORATE WEAR AND SAFETY,14-16 Boulton Road 23.98 HULTAFORS GROUP AB HULTAFORS GROUP AB,Box 38,Bollebygd,Sweden,SE517 21 702.24 IATA IATA NETHERLANDS DATA PUBLICATIONS,Frankfurtstraat 2,Lijnden,1170 Aa Badhoevedorp,The Netherlands 318.99 KELLMATT LTD KELLMATT LTD,Imaje House,53B Theobald St,Borehamwood,HERTS,WD6 4RT 94.80 LAURA HERRIMAN - EXPENSES LAURA HERRIMAN - EXPENSES,Expenses 31.28 LAURA HERRIMAN - EXPENSES LAURA HERRIMAN - EXPENSES,Expenses - 31.28 LIMPIO OFFICE SOLUTIONS LIMPIO OFFICE SOLUTIONS,13-14 Raleigh Court,Priestley Way,Crawley,West Sussex,RH10 9PD - MITIE CLEANING & ENVIRONMENTAL SERVICES MITIE CLEANING & ENVIRONMENTAL SERVICES,Mitie Cleaning & Environmental,Services Ltd,1 Harlequin Office Park,Fieldfare,Emersons 622.78 Green,Bristol,BS16 7FN MIW OFFICE SOLUTIONS LTD MIW OFFICE SOLUTIONS LTD,Bowan House,Oakeys Road,Tandfield Lea South Industry Estate,DURHAM,UK,DH9 9XW 118.65 NEWCASTLE AIRPORT ALLIANCE OP COM NEWCASTLE AIRPORT ALLIANCE OP COM,N/A 225,461.00 NEWCASTLE AIRPORT TAXIS NEWCASTLE AIRPORT TAXIS,Newcastle Aiport Taxis,Taxi Control Building,Newcastle International Airport,NE13 8BZ 9,825.00 NORTH EAST RADIO COMMS NORTH EAST RADIO COMMS,Bewicke Street,Willington Quay,Wallsend,TYNE & WEAR,NE28 6SR 443.41 Park & Fly PARK & FLY,Newcastle Park & Fly Limited,Unit 1,Prestwick Industrial Estate,Ponteland,Newcastle upon Tyne,NE20 9DA 1,806.00 ROBERT BURKE - EXPENSES ROBERT BURKE - EXPENSES,Expenses - ROCK NETWORKS LTD ROCK NETWORKS LTD,Rock Networks Ltd,Stone Cross Court,Stone Cross Way,Golborne,Warrington,WA3 3JD 1,296.00 SELECT SERVICE PARTNER SELECT SERVICE PARTNER,No 1 Parkland Court,Birmingham Great Park,Rubery,BIRMINGHAM,B45 9PZ 10,630.47 SHRED-IT LIMITED SHRED-IT LIMITED,Shred-It,177 Cross Street,Ground Floor,Corner House,Manchester,M33 7JQ 291.34 SITA SITA,Newcastle International Airport,Woolsington,Newcastle Upon Tyne,NE13 8BZ 1,315.26 Swissport SWISSPORT LTD 14,546.00 Tensor TENSOR,Tensor Time & Energy,Hail Weston House,Hail Weston,St Neots,Cambridgeshire,PE19 5JY 3,559.00 VALASSIS VALASSIS,Weldon House,Corby Gate Business Park,Priors Haw Road,Corby,Northants,NN17 5JG 67.58 WESTFIELD HEALTH WESTFIELD HEALTH,Westfield House,87 Division Street,Sheffield,South Yorkshire,S1 1HT 242.19 BA British Airways PLC, IAG BA UK INVOICES P.O. BOX 6296, Milton Keynes, MK10 1ZL 42,948.00 Thomson WIGMORE HOUSE, WIGMORE PLACE, WIGMORE LANE,LUTON, BEDFORDSHIRE, LU2 9TN 129,855.00 Virgin Virgin Atlantic Airways, The Office, Manor Royal, Crawley, West Sussex, RH10 9NU 54,639.00 Thomas Cook HANGAR ONE, WESTERN MAINTENANCE AREA,RUNGER LANE, M90 5FLT 293,034.00 Ryan Air RYANAIR, CORPORATE HEADQUARTERS,DUBLIN AIRPORT, DUBLIN 56,497.00 Total trade creditors 891,245.81

AVIATOR - NhB AS Sparerbank1 Regnskapshuset SMN A Klaebuveien 196, NO - 7467 Trondheim HMRC - Nov PAYE 40,072.00 Intercompany - Aviator LGW Ltd Room 3037, Third Floor Balcony, South Terminal, Gatwick Airport, West Sussex, RH6 0NP 257,080.00 Intercompany - Aviator MAN Ltd Manchester Airport, Terminal 1, Rms 10/12 Level 7 M90 1QX 59,014.00 Intergroup - Aviator Europe AB Box 118, 190 46 Stockholm-Arlanda, Sweden 222,787.00 Intergroup - Aviator Services Finland OY Rahtikuja 1, 01530 Vantaa, Finland 2,988.00 Intergroup - Aviator Services Sweden AB Box 118, 190 46 Stockholm-Arlanda, Sweden 19,309.00 Total other creditors 601,250.00

Section 7 - Estimated Deficiency Account

Aviator LGW Limited Aviator NCL Limited Summary Balance Sheet Summary Balance Sheet £'000 £'000 Profit and loss account as at 31 Oct-16 (3,734) Profit and loss account as at 31 Oct-16 (581) Less write down of assets per Directors' Statement of Affairs Less write down of assets per Directors' Statement of Affairs Airport Equipment (65) Airport Equipment (227) Trade Debtors (80) Trade Debtors (20) Intercompany receivables (4,516) Intercompany receivables (121) Further write downs / additional liabilities (857) Further write downs / additional liabilities (444) Adjusted shareholder deficit (9,252) Adjusted shareholder deficit (1,393)

Deficit per Directors' Statement of Affairs (9,252) Deficit per Directors' Statement of Affairs (1,393)

Aviator BHX Limited Summary Balance Sheet £'000 Profit and loss account as at 31 Oct-16 (1,838) Less write down of assets per Directors' Statement of Affairs Airport Equipment (10) Trade Debtors (30) Intercompany receivables - Further write downs / additional liabilities (2,103) Adjusted shareholder deficit (3,981)

Deficit per Directors' Statement of Affairs (3,981)

Page 15 Section 8 - Liquidators exercise of powers since EGM

The liquidators have not undertaken any activities on behalf of the Companies since appointment by the members, other than notifying creditors of their appointment, advertising the winding up of the Companies, convening the initial meetings of creditors pursuant to s98 of the Act, and taking the necessary steps to protect the Companies’ assets.

Page 16 Section 9 - Proposed Resolutions For Creditors’ Meeting

Aviator LGW Limited (in liquidation)

1. That the creditors appoint Lisa Rickelton and Andrew Johnson as liquidators for the purpose of winding up the Company’s affairs and distributing its assets. 2. That any act required or authorised under any enactment to be done by the liquidator may be done by one or more of the persons for the time being holding the office of liquidator 3. For the appointment of

______

Of (if applicable)

______

representing ______

as a member of the creditors’ committee 4. That the basis of the liquidators’ fees are set on time costs incurred by us and our staff properly spent in carrying out the liquidation of the Companies pursuant to Rule 4.127(2A)(a) and (b) of the Insolvency Rules 1986 (as amended) (“the Rules”).

Page 17 Aviator BHX Limited (in liquidation)

______

Of (if applicable)

______

representing ______

Page 18 Aviator NCL Limited (in liquidation)

______

Of (if applicable)

______

representing ______

Page 19 Section 10 – Liquidators’ Fee Disclosure (including Liquidators’ Fee Estimate) In accordance with Statement of Insolvency Practice (“SIP”) 9, a breakdown of the Liquidators’ fee estimate was provided as part of the Liquidators’ fee disclosure sent to all known creditors when convening the s98 meetings on 1 December 2016. For convenience, a further copy of the Liquidators’ fee disclosure is provided below.

Page 20 Aviator Airport Services UK Limited, Aviator LGW Limited, Aviator BHX Limited, Aviator NCL Limited – all in Liquidation (together “the Companies”)

Liquidators’ Fee Disclosure

In accordance with the guidance set out in Statement of Insolvency Practice 9 (“SIP9”) and Rule 4.127(2A)(a) and (b), please find below the requisite disclosures to enable to Liquidators to request the consent of the creditors to fix the basis of their remuneration at the initial creditors meetings of the Companies to be held on 12 December 2016.

Liquidators’ remuneration

We propose that we will be remunerated on the basis of time costs incurred by us and our staff properly spent in carrying out the liquidation of the Companies. Details of the rules in relation to Liquidators’ remuneration together with details of our time costs to date and our fee estimate are set out below.

Our fees and disbursements are subject to creditor approval which will be sought at the initial meeting of creditors. A creditors’ guide to liquidators’ fees setting out creditors’ rights to further information and how fees are approved can be found here: http://www.fticonsulting-emea.com/~/media/Files/emea--files/creditors-portal/cip-emea-forms-info/guide-to- liquidators-fees-oct-2015-ew.pdf

If creditors wish to be supplied with a hard copy of this guidance they should contact us at the details set out above.

Additional information in relation to creditors’ rights to challenge remuneration and request information, pre appointment fees, the Liquidators’ Fee Estimate, and additional information pursuant to SIP 9 can be found below.

Creditors’ Right to Challenge Remuneration and/or Expenses

Any secured creditor or, unsecured creditor with the support of at least 10% in value of the unsecured creditors or with leave of the Court, may apply to the Court for one or more orders (in accordance with Rule 4.131 of the Rules), challenging the amount or the basis of the remuneration which the liquidators are entitled to charge or otherwise challenging some or all of the expenses incurred. Such applications must be made within eight weeks of receipt by the applicant(s) of the report detailing the remuneration and/or expenses in question, in accordance with Rule 4.131(1B) of the Rules.

Creditors’ Right to Request Information Any secured creditor or unsecured creditor with the support of at least 5% in value of the unsecured creditors or, with leave of the Court, may, in writing, request the liquidators of the Company to provide additional information regarding remuneration or expenses to that already supplied with this document. Such requests must be made within 21 days of receipt of this report, in accordance with Rule 4.49E(2)(b) of the Rules.

Pre appointment fees

FTI was engaged by Aviator Airport Services UK Limited and Aviator Airport Alliance AB (as guarantor) on 19 September 2016 to advise and assist them in the orderly wind down of the UK operations thus ensuring material disruption to London Gatwick, Birmingham Airport, Newcastle Airport and Manchester Airport was avoided. Specific workstreams included:

• review of the Group’s short-term funding requirements to develop and plan for a managed wind- down, or alternative solution to maintain the UK operations; • provision of insolvency advice to the Board of Directors; • support in discussions and negotiations with key stakeholders; • support in respect of the communications strategy, including development of an appropriate leak strategy; and • preparation of a contingency plan, in the event that it is not possible to secure further funding to allow continuation of trading on a solvent basis. The advisory work commenced on 17 September 2016 and continued until 30 November 2016. During this period, the Companies had secured sufficient funding provided by a number of the Companies’ key customers and as such, it was not appropriate to place the Companies into a form of insolvency. The total professional fees incurred totalled £1.2 million (excluding VAT). All fees were paid by the Companies prior to our appointment as Liquidators. No pre appointment fees will be paid in the liquidation.

Fee Estimate

A breakdown of our fee estimate, pursuant to Rule 4.127(2A)(a) and (b) and in accordance with SIP9, is provided below.

The Liquidators’ fee estimate represents the likely time costs that will be incurred in undertaking their duties in respect to the Companies during the liquidation. It is important to note that the quantum of remuneration drawn will be limited by the realisations from the Company assets and as such fees will only be drawn if there are funds in each of the respective the liquidations to do so.

Aviator LGW Limited Aviator BHX Limited Aviator NCL Limited Aviator AAS Limited Hrs £'000 Hrs £'000 Hrs £'000 Hrs £'000 Administration and planning 145.2 55.8 25.9 10.0 25.9 10.0 20.2 7.7 Investigations 8.1 3.1 1.4 0.6 1.4 0.6 0.6 0.2 Realisation of assets 20.2 7.7 3.6 1.4 3.6 1.4 0.0 0.0 Trading / wind down 40.3 15.5 7.2 2.8 7.2 2.8 0.0 0.0 Creditors 121.0 46.5 21.6 8.3 21.6 8.3 3.2 1.2 Tax 16.8 6.2 3.0 1.1 3.0 1.1 1.2 0.4 Reporting 40.3 15.5 7.2 2.8 7.2 2.8 2.9 1.1 Other 28.2 10.8 5.0 1.9 5.0 1.9 2.0 0.8 Total Fee Estimate 420.0 161.1 75.0 28.8 75.0 28.8 30.0 11.5 Note: The blended average hourly rate across all workstreams estimated at £384 /hr

The likely activities to be undertaken by the Liquidators and their staff will include:

Workstream Activities Rationale Administration • Appointment and related formalities in • Statutory and compliance and planning respect of the liquidations. requirements • Other administrative duties including accounting for receipts and payments, completing checklists and reviews, cashiering and reconciliations, and internal case management and maintenance. • Complying with statutory formalities including relevant filings and statutory communications. Investigations • Reports of directors’ conduct. • Statutory requirement to report on • Any other investigation work, as applicable. director conduct • If applicable, any additional recovery actions identified could potential increase the size of the liquidation estate

Realisation of • Realisation of trade debtors and chattel • Maximise the realisations of the assets assets liquidation estate

Trading / wind • Administering the Trust and designated • Acting in accordance with the relevant down liquidation funding accounts and ensuring trust arrangements for the benefit of correct utilisation of funds held in accordance trust beneficiaries with relevant trust arrangements. Creditors • Continued communication with the • Statutory requirement to act in the Companies’ creditors including employees, interests of the Companies’ creditors pension providers and landlords. as a whole and to provide updates to • Agreeing creditor claims including creditors preferential and unsecured creditors as and when funds allow for a distribution to be made. Tax / VAT • Communications with relevant tax authorities • Statutory requirement including the filing of post appointment • Pre appointment VAT returns will corporation tax and VAT returns. increase the size of the liquidation • If appropriate, the filing of pre appointment estate. corporation tax and VAT returns. Reporting • Preparing statutory communication with • Statutory requirement. creditors.

Liquidators’ estimated expenses

The Liquidators’ initial estimate of the liquidation expenses (excluding office holders’ remuneration) is provided below.

£'000 Aviator LGW Limited Aviator BHX Limited Aviator NCL Limited Aviator AAS Limited Employee costs 18.2 1.6 1.4 - Premises costs 2.1 0.4 1.4 - Agents' fees expenses 5.0 1.0 1.0 - Legal Fees and expenses 50.0 10.0 10.0 5.0 Contingency 6.3 0.7 0.9 - Total Estimated Expenses 81.7 13.7 14.7 5.0

Additional information pursuant to SIP 9

Detailed below is FTI’s policy in relation to:

• staff allocation and the use of sub contractors; • professional advisors; and • disbursements.

Staff allocation and use of sub contractors

Our general approach to resourcing our assignments is to allocate staff with the skills and experience to meet the specific requirements of the case.

The constitution of the case team will usually consist of a Senior Managing Director, Managing Director, Director, Senior Consultant and Consultant. The exact constitution of the case team will depend on the anticipated size and complexity of the assignment and on larger, more complex cases, several Senior Consultants/Consultants may be allocated to meet the demands of the case.

With regard to support staff, we would advise that time spent by cashiers in relation to specific tasks on an assignment is charged. Only if there is a large block of time incurred by a member of the secretarial team, eg, report compilation and distribution, do we seek to charge and recover our time in this regard.

The Liquidators also envisage utilising the services of other teams within FTI Consulting LLP to assist with the liquidation process. The fees of our tax and strategic communications teams have been included in our fee estimate.

All time incurred by the Liquidators and their staff is recorded in six minute increments.

Professional advisors

The Liquidators intend to use the professional advisors listed below. We have also indicated alongside, the proposed basis of our fee arrangement with them, which is subject to review on a regular basis.

Name of professional advisor Proposed basis of fee arrangement DLA LLP (legal advisors) Hourly rate and disbursements Wyles Hardy (chattel asset valuers / agents) Hourly rate and disbursements ERA Solutions (employee claims support) Hourly rate and disbursements

Our choice is based on our view of their experience and ability to perform this type of work, the complexity and nature of the assignment and the basis of our fee arrangement with them.

Liquidators’ Disbursements

Category 1 disbursements do not require approval by creditors. The type of disbursements that may be charged as a Category 1 disbursement to a case generally comprise of external supplies of incidental services specifically identifiable to the case, such as postage, case advertising, invoiced travel and external printing, room hire and document storage. Also chargeable will be any properly reimbursed expenses incurred by personnel in connection with the case.

Category 2 disbursements do require approval from creditors which will be requested at the initial meeting of creditors to be held on 12 December 2016, if applicable. These disbursements can include costs incurred which relate to payments due to associated companies for the provision of services to the office holder.

On this assignment we may incur category 2 disbursements in the following classes. We have also indicated alongside, the basis of calculation of these costs.

Type of expense Basis of incurring cost Internal Postage and fulfilment Costs incurred based on numbers of letters printed Mileage ) 40 pence per mile

IT equipment ordered internally Cost price Subsistence for meetings Charge based on number of attendees per meeting Data Management (10 units) £25 per unit per month

Charge out rates

A schedule of FTI’s current charge-out rates for this assignment is as follows:

Grade Charge out rate £ per hour as at 1 December 2016 Senior Managing Director 795 Managing Director 695 Senior Director 645 Director 595 Senior Consultant 505 Consultant 440 Associate 210

The charge out rates are reviewed on an annual basis and updated with effect from 1 January each year. Section 11 – Liquidators’ Receipts and Payment accounts

Aviator LGW Limited Liquidators' account of receipts and payments

1 December 2016 £ Statement of Affairs to 12 December 2016 Total

Floating charge receipts Cash at bank - - - VAT recovery 350,000 - - Trade debtors 350,000 60,887 60,887 Airport Equipment 10,000 - - Subtotal 710,000 60,887 60,887

Floating charge payments - - Subtotal - -

Current Surplus/(Deficit) 60,887 60,887

Represented by Cash at Bank 60,887 60,887 Total Surplus/(Deficit) 60,887 60,887

Aviator BHX Limited Liquidators' account of receipts and payments

1 December 2016 £ Statement of Affairs to 12 December 2016 Total

Floating charge receipts Cash at bank - - - VAT recovery 68,000 - - Trade debtors 130,000 23,019 23,019 Subtotal 198,000 23,019 23,019

Floating charge payments - - Subtotal - -

Current Surplus/(Deficit) 23,019 23,019

Represented by Cash at Bank 23,019 23,019 Total Surplus/(Deficit) 23,019 23,019

Aviator NCL Limited Liquidators' account of receipts and payments

1 December 2016 £ Statement of Affairs to 12 December 2016 Total

Floating charge receipts Cash at bank - - - VAT recovery 30,000 - - Trade debtors 70,000 7,704 7,704 Subtotal 100,000 7,704 7,704

Floating charge payments - - Subtotal - -

Current Surplus/(Deficit) 7,704 7,704

Represented by Cash at Bank 7,704 7,704 Total Surplus/(Deficit) 7,704 7,704 Page 21