NOTICE OF THE ANNUAL GENERAL MEETING

NOTE: Please see explanatory notes at the end of this notice regarding restricted attendance at this annual general meeting and arrangements for voting.

This is notice that an annual general meeting of Aero Collection Trust will be held on 21 December 2020 at 11am at for the following purposes:

Receipt of financial statements

That the report of the Directors and the annual accounts for the period ended 31 March 2020 together with the independent auditor’s report be received.

Ordinary Business

To consider, and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

Appointment of Directors

1. That Ms Jenny Body, who was appointed since the last annual general meeting, be appointed as an additional Director of the Company

2. That Mr Jon Finch, who was appointed since the last annual general meeting, be appointed as an additional Director of the Company

3. That Ms Sian Smith be appointed as an additional Director of the Company

4. That Mr Richard Pettit be appointed as an additional Director of the Company

5. That Mr Paul Craig, who retires as a Director by rotation in accordance with the Company’s Articles of Association, be re-elected as a Director.

Issued on behalf of the Board of Directors of the Trust

Kate Anthony Wilkinson Secretary

1 December 2020

Bristol Aero Collection Trust. Registered Office: The Clock Tower, 5 Farleigh Court, Old Weston Road, Flax Bourton, Bristol BS48 1UR Registered Charity Number: 1010632 Company Number: 2689238 [email protected] www.aerospacebristol.org

Notes:

1. As a result of the ongoing Coronavirus (Covid-19) pandemic and considering the latest UK Government measures on physical public gatherings, the Board is adopting a number of changes to the traditional running of the annual general meeting of the Company. The Company wishes to advise that, in order to limit the risk of infection and protect the health and safety of members and employees, the Board is planning that the annual general meeting will be a closed meeting and convened with the minimum quorum of five members present, which the Company will arrange. As a result, we regret members will not be permitted to attend the meeting in person, and, in the interests of safety, anyone seeking to attend in person will be refused entry. The business of the meeting will be limited to the formal business set out in the Notice.

2. Voting on the resolutions will be by way of a poll rather than a show of hands. A poll ensures that the votes of members who are unable to attend the annual general meeting, but who have appointed a proxy, are taken into account in the final voting results.

3. All members are encouraged to vote by proxy in accordance with the instructions set out in this notice. It is particularly important that members vote by proxy at this annual general meeting as they will be unable to attend in person. All members are encouraged to appoint the Chairman of the meeting as their proxy rather than a named person, as they will not be permitted to attend the physical meeting. Appointing the Chairman as proxy will be the only way in which members can cast their vote at the annual general meeting.

4. In the spirit of transparency and engagement, should members wish to ask any questions in relation to the resolutions set out in this notice of annual general meeting, which they may otherwise have asked at the annual general meeting had they been in attendance, they are encouraged to contact the Trust prior to the annual general meeting by email to [email protected]. Please label your email with “2020 AGM Question” to enable swift identification. We will endeavour to respond to all questions received and answers to common questions asked will be published in a Q&A document on the website www.aerospacebristol.org.

5. All members who would ordinarily be entitled to attend, speak and vote at the meeting are encouraged to vote at the annual general meeting via the completion of a proxy form. On this occasion due to the restricted nature of the annual general meeting, members are encouraged to appoint the Chairman as their proxy to ensure their vote is included. A form of proxy is enclosed. The notes to the form of proxy include instructions on how to appoint the Chairman of the annual general meeting. To be effective the form must be received by no later than 11am on 19 December 2020.

6. Only those persons registered in the register of members of the Company at 2pm on 1 December 2020 (or if the annual general meeting is adjourned, 48 hours before the time fixed for the adjourned annual general meeting) shall be entitled to attend and vote at the annual general meeting. However, further to UK Government guidelines in response to the Covid-19 pandemic and overriding health and safety concerns, members should note attendance and voting at the annual general meeting is subject to the restrictions contained in this notice.

7. Please note that communications regarding the matters set out in this notice of annual general meeting will not be accepted in electronic form other than as specified in the enclosed form of proxy.

EXPLANATORY NOTES TO THE BUSINESS TO BE TRANSACTED AT THE MEETING

– Receipt of Annual Report and Accounts

The Directors are required by law to present copies of the Company’s annual report and accounts to members at the annual general meeting of the Company, together with the Directors’ reports and auditors’ report on the accounts. This will be done at the annual general meeting but they are only received not voted upon.

To ensure all members have access to the full annual report and accounts, it is available on the Company's website at www.aerospacebristol.org/statutory-information. Summarised accounts have been sent to all registered members.

Resolutions 1, 2, 3, 4 and 5 – Appointment of Directors

These resolutions concern the appointment of Directors to the Company for a maximum term of three years each in accordance with the Company’s Articles of Association. Mini biographies of each person are included below.

Jenny Body CBE, FRAeS, FCGI, DEng, Hon DSc. Past President, Royal Aeronautical Society

Jenny’s long and successful career in the aerospace industry began in 1971 as a Mechanical Engineering undergraduate apprentice with British Aerospace. Jenny’s career encompassed flight software for the world’s first fly-by-wire aircraft, the Airbus A320 in the 1980s; wing control surfaces and landing gear systems for the Airbus A320 and A340 in the 1980s/early 1990s; and thereafter holding increasingly senior positions, Jenny led large engineering teams working on improvements to Airbus in-service aircraft; and on Nimrod and Airbus A400M wing designs.

Her career culminated in industrial responsibility for determining the future of UK civil aerospace through its forthcoming technology programmes; when, working with Government and other industry leaders, Jenny established the huge, multi-million pound UK Aerospace Research and Technology (R&T) programme, designated ‘Next Generation Composite Wing’.

Jenny works tirelessly as an active supporter of STEM (Science, Technology, Engineering and Mathematics) development in schools. She is keen to encourage diversity in the aviation industry and to dispel engineering stereotypes.

In May 2013 she became the first-ever female President of the Royal Aeronautical Society of which she is a Fellow. She has been Chair of its Education and Skills Committee and established its Diversity and Inclusion Working Group and will become Chair of the Medals and Awards Committee for 2020.

In 2010 she was awarded an OBE for her services to engineering. She was awarded an honorary Doctorate of Engineering from University of West of in July 2013 and in October 2013 she became a Fellow of City and Guilds of London Institute. She was also awarded an Honorary Doctorate of Science from Kingston University in 2016.

She is an Independent Governor of University of West Of England Bristol. In 2019 she was awarded a CBE for her services to Aerospace Engineering.

Jon Finch MA, FRSA

Jon is Head of Culture and Creative Industries at Bristol City Council, and runs a wide ranging portfolio of services including museums, city events, archives, the film office and Bottle Yard studios. He has extensive experience of working across the cultural sector, both in the UK and abroad.

After securing an MA in Museum Studies from Leicester, he worked in the museum sector for ten years, including leading the Museum of Lincolnshire Life, and a role as deputy to the Head of Service at Bolton Museums’ service.

Jon then spent eight years working in senior roles for the Museums, Libraries and Archives Council, first as Head of Policy at MLA North West, and then as Chief Executive of MLA West Midlands in 2006. As Director of Engagement – West at MLA, he led delivery across the West Midlands and South West on behalf of the organisation.

After this Jon moved into the private sector, setting up a successful consultancy company at the beginning of 2012 focused on providing support to cultural organisations around governance and enterprise. Following a family move to Australia, he spent 15 successful months working as a consultant with museums, libraries and arts institutions across the country.

Jon returned to the UK in 2015 and took on the role of repositioning one of the north-west’s foremost cultural institutions. As Head of Culture he was jointly employed by Preston City and Lancashire Councils to run the Harris Museum, Art Gallery and Library, as well as leading the initiation of a major £11 million capital redevelopment project of the Grade 1 listed building. In his three years in Preston, Jon secured ACE National Portfolio status for the Harris for the first time, significantly increased visitor figures and income, and played an integral role in the raising of the profile of the cultural sector across the city. He is a Fellow of the RSA and is a Board member at the Jenner Trust.

Sian Smith FRAeS, BA (Hons)

I am currently leading the program and customer interface within two joint venture companies designing and supplying commercial aircraft wheels and brakes. My role is to oversee, manage and develop value for the customer and joint venture shareholders.

Having worked within the Aerospace & Defence industry since leaving university, my commercial experience has been developed having worked for both the airframer (civil and defence) and also within the supply chain. I have held several senior business development/commercial roles within the Safran Group, encompassing both Original Equipment Manufacturing (OEM) and also the Maintenance Repair and Overhaul (MRO) end of the product lifecycle. Equally, my roles have covered both commercial and military aircraft programs. Some `manned’, some ‘unmanned’!

Business development, winning new business and strategy initiation/execution are my thing! I have been successful, with a wider team, to secure many new contracts/products (of significant value and duration to the business) both at home and internationally.

Along my journey, I have loved working with many different customer teams and cultures. I have also worked on several projects with the UK Government including for example, around development funding and with Aerospace trade bodies on specific activities. More locally, I have been engaged in supporting STEM activities with schools and working with local media companies on apprentice advertorials, to actively encourage interest in careers in the Aerospace Industry.

I am also immensely proud to be a Fellow of the Royal Aeronautical Society.

Richard Pettit, MA (Oxon), Solicitor

I am a partner at law firm Burges Salmon LLP, having joined the firm for a training contract after my law degree at the University of Oxford.

I have a long-standing fascination (my wife might say, obsession!) with all aspects of aviation, largely forged with much time spent over childhood holidays under the wings of 002 (at the Museum at ). Concorde has always been a particular interest of mine since then and I was fortunate enough to fly on her back in the 1990s (albeit subsonic and from Exeter to Heathrow, rather than anywhere more exotic!). I first joined the Bristol Aero Collection Trust as a member back in 2012 and would be honoured to serve the Trust as a director and company secretary.

As well as my passion for aviation I hope I would hope that I offer relevant skills to the board, including from my years of experience as a solicitor (qualified in both England and Wales and Northern Ireland). As a partner in our pensions team, the core of my skills are advising on fundamental trustee powers and duties, as well as the relevant statutory overlay. I regularly manage our advice on the establishment and governance of companies limited by guarantee (like the Trust) and support trustee and corporate boards on a range of issues.

I also hold a range of senior compliance and management roles in Burges Salmon LLP and its subsidiaries, including sitting on the firm's risk and compliance committee; acting as a money laundering reporting officer and chairing the board of directors of one of our subsidiaries (with responsibility for all governance and corporate issues as well as regulatory compliance and filings).

Dr Paul Craig

Paul is President Customer Services for Rolls-Royce plc with accountability for the operational and business performance of all Defence Service activity within the corporation.

A long-time employee of Rolls-Royce, Paul has held a number of senior Engineering, Project, Operation and Service positions within the company. More specifically he has been Chief Engineer of the Trent 700 and 800 products, Project Director Boeing Programmes, Director Technical Support and Operations, Director Civil Aerospace Operations and EVP Unit Cost for the corporation.

Paul is currently Chairman of both AirTanker Services and Europrop International (EPI). He has been a Board Member of the Bristol Aero Collection Trust since 2013 and is President of the Bristol Branch of the Rolls-Royce Heritage Society.

Paul has a Masters Degree in Mechanical Engineering and a Doctorate researching ‘Business Economic Performance’, both from the University of Warwick. He is an alumni of both Columbia and Harvard Universities, and a Fellow of the Royal Aeronautical Society.

Paul’s time outside of the company is dominated by a family of four children, but other interests include football, keep fit and military history.

Paul is seeking reappointment as a Director.