Fastjet Plc (Incorporated in England and Wales with Registered Number 05701801)

THIS CIRCULAR AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this circular and/or as to 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 sell or have sold or otherwise transferred all of your Existing Ordinary Shares before the date that the Existing Ordinary Shares are marked “ex-entitlement” to the Open Offer by the London Stock Exchange please immediately forward this circular, together with the accompanying Form of Proxy and Application Form, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares you should retain this circular, Form of Proxy and the Application Form and should immediately contact your stockbroker, bank or other agent through whom the sale or transfer was effected.

This circular and the accompanying Application Form should not be sent or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities law or regulations including, but not limited to, any Restricted Jurisdiction.

The total consideration under the Open Offer and the open offer concluded in July 2018 shall be less than €8 million (or an equivalent amount) in aggregate. Therefore, in accordance with Section 85 and Schedule 11A of FSMA, this circular is not, and is not required to be, a prospectus for the purposes of the Prospectus Rules and has not been prepared in accordance with the Prospectus Rules. Accordingly, this circular has not been, and will not be, reviewed or approved by the Financial Conduct Authority of the United Kingdom, pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition, this circular does not constitute an admission document drawn up in accordance with the AIM Rules for Companies. fastjet Plc (Incorporated in England and Wales with registered number 05701801)

Proposed placing and subscription to raise gross proceeds of US$15.6 million Proposed open offer to raise up to US$5.3 million Issue of equity for balance sheet restructuring of US$24.4 million and Notice of General Meeting

This circular should be read as a whole. Your attention is drawn in particular to the letter from the Chairman of the Company which is set out in Part I of this circular and, in particular, to paragraph 15 (Directors’ Recommendation) of Part I (Letter from the Chairman) which contains the recommendation from the Directors (excluding Mark Hurst) that Shareholders vote in favour of the resolutions to be proposed at the General Meeting referred to below.

The latest time and date for acceptance and payment in full under the Open Offer is 10.00 a.m. on 7 December 2018. The procedure for acceptance and payment is set out in Part IV (Terms and Conditions of the Open Offer) of this circular and, where relevant, in the Application Form.

Notice of a General Meeting of fastjet Plc, to be held at the offices of Liberum at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018 is set out in Part V (Notice of General Meeting) of this circular. Shareholders will find enclosed a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 5 December 2018. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

Liberum, which is authorised and regulated by the FCA, is acting exclusively for the Company and no-one else in connection with the Equity Refinancing and the Open Offer and will not regard any other person (whether or not a recipient of this circular) as a client in relation to the Equity Refinancing and the Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Equity Refinancing, the Open Offer or any other matter referred to herein. Its responsibilities as the Company’s nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and not to the Company or any other person. Liberum has not authorised the contents of, or any part of, this circular and no liability whatsoever is accepted by Liberum nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinion contained in this circular or for the omission of any information. Liberum expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this circular.

The Existing Ordinary Shares are admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 a.m. on 10 December 2018.

This circular does not constitute a prospectus or a prospectus equivalent document. No person has been authorised to give any information or make any representation and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors or Liberum. In particular, the content of the Company’s website does not form part of this circular and Shareholders and prospective shareholders should not rely on it.

Qualifying non-CREST Shareholders will find an Application Form accompanying this circular. Qualifying CREST Shareholders (none of whom will receive an Application Form) will receive a credit to their stock accounts in CREST in respect of the Open Offer Entitlements which will be enabled for settlement at 8.00 a.m. on 22 November 2018. Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares were marked “ex-entitlement”.

If the Open Offer Entitlements are for any reason not enabled by 22 November 2018 (or such later time as the Company may decide), an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to its stock account in CREST. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST Sponsors regarding the action to be taken in connection with this circular and the Open Offer. No arrangement will be put in place to allow Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer.

Copies of this circular are available free of charge from the Company’s registered office or to download from the website of fastjet Plc: www.fastjet.com.

Notice to Overseas Shareholders None of this circular and/or the accompanying documents should be distributed, forwarded, or transmitted in, or into, any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the Restricted Jurisdictions. In addition, the transfer of Open Offer Entitlements through CREST, in jurisdictions other than the UK, including the Restricted Jurisdictions, may be restricted by law and therefore persons into whose possession this circular comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

This circular does not constitute, and may not be used for the purposes of, any offer or invitation to sell or issue or the solicitation of any offer to purchase or subscribe for Open Offer Shares to or by anyone in any jurisdiction in which such offer, invitation or solicitation is unlawful or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation.

This circular and the Application Form do not constitute an offer of the Open Offer Shares to any person with a registered address, or who is resident or located, in any of the Restricted Jurisdictions. This circular and the Application Form are not being sent to Shareholders with registered addresses in the Restricted Jurisdictions.

None of the Open Offer Shares or the Open Offer Entitlements has been or will be registered under the US Securities Act or under the applicable state securities laws of the United States or under the applicable securities laws of Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa. Subject to certain exceptions, the Open Offer Shares and the Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred in or into the any of the Restricted Jurisdictions. In particular, none of the Open Offer Shares and the Open Offer Entitlements may be, directly or indirectly, offered, sold, taken up, delivered, renounced or transferred in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of any of the Open Offer Shares and the Open Offer Entitlements in the United States.

Neither the SEC nor any state securities commission or other US regulatory authority has approved or disapproved of the Open Offer Shares and the Open Offer Entitlements or endorsed the merits of the Equity Refinancing or the Open Offer or the adequacy or accuracy of this circular. Any representation to the contrary is a criminal offence in the United States.

In addition, Application Forms are not being posted to and no Open Offer Entitlements will be credited to a stock account of any person in any of the Restricted Jurisdictions. The attention of Overseas Shareholders and other recipients of this circular who are residents or citizens of any country other than the United Kingdom is drawn to the section entitled “Overseas Shareholders” at paragraph 7 of Part IV (Terms and Conditions of the Open Offer) of this circular. This circular and the Open Offer Shares may not be redistributed or forwarded directly or indirectly into any Restricted Jurisdiction.

Forward looking statements Certain statements contained in this circular constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the proposals, the expected timing and scope of the proposals and other statements other than in relation to historical facts. Forward-looking statements including, without limitation, statements typically containing words such as “intends”, “anticipates” “targets”, “estimates”, “believes”, “should”, “plans”, “will”, “expects” and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the assumptions and assessments by the Board and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, those described in Part III (Risk Factors) of this circular. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

Neither the Company nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained herein will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules for Companies, the 2006 Act, the Disclosure Guidance and Transparency Rules of the FCA and the Code), the Company is not under any obligation and it expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS

TRANSACTION STATISTICS 5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 6

DEFINITIONS 7

PART I LETTER FROM THE CHAIRMAN 12

PART II FORM OF LETTER IN RELATION TO THE RULE 9 WAIVER 25

PART III RISK FACTORS 29

PART IV TERMS AND CONDITIONS OF THE OPEN OFFER 43

PART V NOTICE OF GENERAL MEETING 62

TRANSACTION STATISTICS

Closing price of Existing Ordinary Shares on 16 November 2018 1.65 pence

Issue Price 1 penny

ISIN (Ordinary Shares) GB00BWGCH354

ISIN (Basic entitlements) GB00BDFSK877

Number of Existing Ordinary Shares in issue on the Record Date 620,652,894

Number of new Ordinary Shares to be issued pursuant to: the Placing 898,437,499 the Solenta Investment 2,070,312,500 the Professional Fees Payment 156,250,000 the Open Offer(1) 417,160,154

Basis of the Open Offer 57 new Ordinary Shares for every 10 Existing Ordinary Shares held by Qualifying Shareholders

Enlarged Share Capital following completion of the Equity Refinancing 4,162,843,047 and the Open Offer(1)

Percentage of the Enlarged Share Capital represented 21.6 per cent. by the Placing Shares

Percentage of the Enlarged Share Capital represented 49.8 per cent. by the Solenta Investment Shares

Percentage of the Enlarged Share Capital represented 3.8 per cent. by the Professional Fees Payment

Percentage of the Enlarged Share Capital 10.0 per cent. represented by the Open Offer Shares(1)

Gross proceeds of the Placing US$11.5 million

Gross proceeds of the Open Offer(1) US$5.3 million

Gross proceeds of the Solenta Investment US$4.1 million

Cash proceeds of the Equity Refinancing and Open Offer(1) US$20.9 million

Cash proceeds after expenses of the Equity Refinancing and the Open Offer(1) US$20.5 million

Notes: (1) Assuming take-up in full of the Open Offer.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2018 Record Date for entitlement under the Open Offer 20 November

Ex-entitlement date for the Open Offer 21 November

Posting of this circular, the Form of Proxy and, to Qualifying 21 November non-CREST shareholders only, the Application Forms

Open Offer Entitlements credited to stock accounts in 8.00 a.m. on 22 November CREST of Qualifying CREST Shareholders

Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 30 November

Latest recommended time and date for requesting withdrawal of 4.30 p.m. on 30 November Open Offer Entitlements from CREST

Latest time and date for receipt of Forms of Proxy from Shareholders 10.00 a.m. on 5 December

Latest time and date for splitting Application Forms 3.00 p.m. on 5 December (to satisfy bona fide market claims)

Latest time and date for receipt of completed Application Forms and 10.00 a.m. on 7 December payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate)

General Meeting of the Company 10.00 a.m. on 7 December

Expected date of announcement of results of the General Meeting 7 December

Admission effective and dealings in the New Shares 8.00 a.m. on 10 December expected to commence on AIM

Expected date for crediting of the New Shares in 8.00 a.m. on 10 December uncertificated form to CREST stock accounts

Expected date of dispatch of share certificates in respect of the New Shares w/c 17 December 2018

If you have any questions on the procedure for acceptance and payment, you should contact Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, or by telephone on 0121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes and that Neville Registrars cannot provide financial advice on the merits of the Equity Refinancing or the Open Offer or as to whether or not you should take up your entitlement.

The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this circular may be adjusted by the Company in which event details of the new dates will be notified by means of a Regulatory Information Service (as defined in the AIM Rules for Companies) and, where appropriate, to Shareholders.

All references to time are to the time in London, England.

DEFINITIONS

2006 Act the UK Companies Act 2006

Admission the admission to trading on AIM of the New Shares, which is expected to take place on 10 December 2018

AAR Settlement Agreement the settlement agreement dated 18 May 2018, as amended by a deed of variation dated 8 November 2018 between the Company and AAR International, Inc.

AFL Aircraft and Facilities Limited

AFL Settlement Agreement the settlement agreement dated 16 November 2018 between (i) the Company, (ii) Solenta and (iii) AFL relating to the Facility Agreement

AIM the market of that name operated by the London Stock Exchange

AIM Rules for Companies the AIM rules for Companies, as published and amended from time by the London Stock Exchange

AIM Rules for Nominated Advisers the rules for nominated advisers to AIM companies, as published and amended from time to time by the London Stock Exchange

Aircraft Acquisition the proposed acquisition by the Group of four Embraer 145s currently in use by the Group from Solenta (and associated early termination lease charges) in consideration for the issue by the Company to Solenta of 937,421,875 Solenta Investment Shares credited as fully paid, valuing such acquisition at US$12 million

ALM Aircraft Leasing & Management Limited

ALM Settlement Amount an amount of US$1.035 million owing by the Company to ALM under the terms of the settlement agreement relating to the early termination by the Group of its obligations in relation to its three ATRs

Announcement the announcement by the Company on 16 November 2018 announcing the Equity Refinancing and the Open Offer

Annunaki Annunaki Investments (Private) Limited

Applicant a Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form under the Open Offer

Application Form the application form which accompanies this circular which Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer

Articles the articles of association of the Company as at the date of this circular, as amended from time to time

ATRs the ATR 72-600 aircraft

Authorising Resolution Resolution 1 to be put to Shareholders at the General Meeting

Board or Directors the directors of fastjet

Business Day any day on which banks are usually open in England and Wales for transaction of business, other than a Saturday, Sunday or public holiday

Code the City Code on Takeovers and Mergers issued by the Panel

Company or fastjet fastjet Plc

Continuing Group the Group excluding its interest in fastjet Tanzania following the completion of the Tanzania MBO

CREST the relevant system for the paperless settlement of trades and the holding of uncertified securities operated by Euroclear in accordance with the CREST Regulations

CREST member a person who has been admitted by Euroclear UK and Ireland as a system-member (as defined in the CREST Regulations)

CREST participant a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)

CREST Regulations the Uncertificated Securities Regulations 2001, as amended

CREST Sponsor a CREST participant admitted to CREST as a CREST sponsor

CREST sponsored member a CREST member admitted to CREST as a sponsored member

Embraer 145s the Embraer 145 aircraft

Embraer 190s the Embraer 190 aircraft

Enlarged Share Capital the issued ordinary share capital of the Company immediately following Admission

Equity Refinancing together, the Placing, the Professional Fees Payment and the Solenta Investment

Euroclear UK & Ireland Euroclear UK & Ireland Limited, the operator of CREST

Existing Loan Agreement the existing loan in the principal amount of US$12 million from Solenta to the Company made pursuant to the shareholder loan facility agreement dated 4 April 2018

Existing Ordinary Shares the 620,652,894 Ordinary Shares in issue as at the date of this circular

Facility Agreement the facility agreement dated 23 January 2017 between (i) AFL and (ii) Solenta fastjet Africa fastjet Africa (Proprietary) Limited fastjet Mozambique fastjet Mozambique Limited fastjet Tanzania fastjet Airlines Limited fastjet Zimbabwe fastjet Zimbabwe (Private) Limited

FCA the Financial Conduct Authority of the United Kingdom

FedAir Federal Airlines Proprietary Limited

Form of Proxy the form of proxy accompanying this circular

FSMA the Financial Services and Markets Act 2000, as amended

GECAS GE Capital Aviation Services (or other of its subsidiary companies)

GECAS Condition the Company entering into a binding settlement agreement with GECAS

GECAS Settlement Agreement a legally binding settlement agreement between GECAS and the Company

General Meeting the general meeting of Shareholders to be held at the offices of Liberum at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018, notice of which is set out in Part V (Notice of General Meeting) of this circular

Group the Company, together with its subsidiary undertakings

Heads of Agreement the heads of agreement between the Company and Solenta dated 16 November 2018 in connection with the Solenta Investment

ISIN International Securities Identification Number

Issue Price one penny per New Share

Liberum Liberum Capital Limited

Liberum Shares the 156,250,000 new Ordinary Shares to be issued to Liberum in satisfaction of the Professional Fees Payment

London Stock Exchange London Stock Exchange plc

Money Laundering Regulations the Money Laundering Regulations 2017 (as amended)

New Shares together, the Placing Shares, the Liberum Shares, the Open Offer Shares and the Solenta Investment Shares

Notice of General Meeting the notice of General Meeting set out in Part V (Notice of General Meeting) of this circular

Official List the daily official list maintained by the FCA

Open Offer the invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in this circular and, in the case of Qualifying non-CREST Shareholders only, the Application Form

Open Offer Entitlement the entitlement for Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer

Open Offer Shares the 417,160,154 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer

Ordinary Shares the ordinary shares of one penny each in the capital of the Company

Overseas Shareholder a Shareholder who is resident, or who is a citizen of, or who has a registered address in a jurisdiction outside the United Kingdom

Panel the Panel on Takeovers and Mergers

Parrot Parrot Aviation Proprietary Limited

Participant ID the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant

Placing the conditional placing of the Placing Shares at the Issue Price by Liberum as described in this circular

Placing Agreement the conditional agreement dated 16 November 2018 between the Company and Liberum relating to the Placing

Placing Shares 898,437,499 new Ordinary Shares which Liberum has conditionally agreed to place with institutional and other investors pursuant to the Placing

Professional Fees Payment the professional fees of US$2.0 million owing by the Company to Liberum

Prospectus Rules the rules made by the FCA under Part VI of FSMA in relation to transferable securities to the public and admission of transferable securities to trading on a regulated market

Qualifying CREST Shareholders Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in uncertificated form

Qualifying non-CREST Qualifying Shareholders whose Existing Ordinary Shares on the Shareholders register of members of the Company at the close of business on the Record Date were held in certificated form

Qualifying Shareholders holders of Existing Ordinary Shares on the register of members of the Company at the Record Date, but excluding (i) any Overseas Shareholders who are resident in, or who are citizens of, or who have a registered address in a Restricted Jurisdiction, (ii) those Shareholders who have undertaken not to participate in the Open Offer and (iii) Solenta

Record Date 20 November 2018

Registrars or Neville Registrars Neville Registrars Limited at Neville House, Steelpark Road, or Receiving Agent Halesowen, West Midlands B62 8HD

Regulatory Information Service has the meaning given under the AIM Rules for Companies

Restricted Jurisdiction each and any of the United States of America, Australia, Canada, Japan, New Zealand, Russia, and the Republic of South Africa and any other jurisdiction where extension or availability of the Open Offer would breach any applicable law or regulations

Rule 9 Rule 9 of the Code

Rule 9 Waiver the waiver granted by the Panel of the obligation which might otherwise arise under Rule 9 requiring Solenta to make an offer for all of the issued share capital of the Company in connection with the Solenta Investment;

SEC the US Securities Exchange Commission

Shareholder a holder of Existing Ordinary Shares

Solenta Solenta Aviation Holdings Limited

Solenta Investment the investment of a total of US$26.5 million in the Company by Solenta in accordance with the terms and conditions of the Heads of Agreement and the Solenta Subscription Letter

Solenta Investment Shares the 2,070,312,500 new Ordinary Shares to be issued to Solenta pursuant to the Solenta Investment

Solenta Subscription Letter the conditional subscription letter dated 16 November 2018 pursuant to which Solenta will subscribe for the Solenta Investment Shares

SSCG SSCG Africa Holdings

Stabilisation Plan the stabilisation plan of the Group as previously announced by the Company sterling, pounds sterling, £, the lawful currency of the United Kingdom pence or p

Tanzania MBO the disposal of the Company’s interest in the holding company of fastjet Tanzania, fastjet Air TZ (BVI)

UK or the United Kingdom the United Kingdom of Great Britain and Northern Ireland

UK Listing Authority the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA uncertificated or recorded on the relevant register or other record of the Ordinary uncertificated form Shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

United States or United States the United States of America, its territories and possessions, any of America or US state of the United States of America and the District of Columbia and all areas subject to its jurisdiction

Unsecured Loans the loans between the Company and each of Annunaki and SSCG

US$, USD or $ the lawful currency of the United States (the £/US$ exchange rate used in respect of the Equity Refinancing and the Open Offer is £1:US$1.28)

US Person a US person as defined in Regulation S promulgated under the US Securities Act

US Securities Act the United States Securities Act of 1933, as amended

PART I

LETTER FROM THE CHAIRMAN fastjet Plc (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 5701801) Registered Office: 60 Gracechurch Street, London EC3V 0HR

Directors Rashid Wally, Non-Executive Chairman Nico Bezuidenhout, Chief Executive Officer Michael Muller, Chief Financial Officer Robert Burnham, Non-Executive Director Mark Hurst, Non-Executive Director 21 November 2018 Dear Shareholder, Proposed placing and subscription to raise gross proceeds of US$15.6 million Proposed open offer to raise up to US$5.3 million Issue of equity for balance sheet restructuring of US$24.4 million and Notice of General Meeting

1 Introduction On 16 November 2018, the Company announced that it had conditionally raised US$11.5 million by way of placing with institutional and other investors of 898,437,499 Placing Shares at one penny per share. In addition to the Placing, the Company also announced the following Equity Refinancing arrangements: l a £3.1 million (approximately US$4.1 million) cash subscription by Solenta for 316,738,282 Solenta Investment Shares at one penny per share; l a debt for equity swap pursuant to which US$10.0 million of the principal and all of the outstanding interest (rounded down to US$446,750) up to 28 November 2018 owing by the Company to Solenta under the Existing Loan Agreement will be capitalised and subscribed in payment for 816,152,343 Solenta Investment Shares; l a subscription for US$12 million involving the acquisition by the Group of four Embraer 145s from Solenta (and to settle associated early termination lease charges) in payment for 937,421,875 Solenta Investment Shares; and l settlement of professional fees of US$2.0 million owing by the Company to Liberum through the issue by the Company to Liberum of 156,250,000 Liberum Shares.

In addition to the Equity Refinancing, the Company announced that up to a maximum of £4.2 million (approximately US$5.3 million) will be raised by way of an Open Offer made to Qualifying Shareholders of up to 417,160,154 Open Offer Shares. The Open Offer is being conducted on the basis of 57 Open Offer Shares for every 10 Existing Ordinary Shares held at the Record Date of 20 November 2018. No arrangement will be put in place to allow Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements.

The Equity Refinancing and the Open Offer (assuming take-up in full) will give a total gross cash proceeds of £16.3 million (approximately US$20.9 million).

Further details of the Solenta Investment are set out in paragraph 3 (Details of the Solenta Investment) of this Part I (Letter from the Chairman).

As the allotment and issue of the New Shares will not be within the Company’s existing authorities to allot shares for cash on a non-pre-emptive basis, a General Meeting is being convened to seek Shareholders’ approval to grant new authorities to enable the Directors to issue such shares. In addition, the Aircraft Acquisition by the Group from Solenta (being a company connected with Mark Hurst, a director of the Company) will require Shareholders’ approval under the substantial property transaction rules set out in the 2006 Act.

The Equity Refinancing and the Open Offer is conditional upon, inter alia: (a) the approval by Shareholders of the Authorising Resolution which will be sought at the General Meeting to be held at 10.00 a.m. on 7 December 2018; (b) the Solenta Subscription Letter becoming unconditional in all respects as further described at paragraph 3 (Details of the Solenta Investment) of this Part I (Letter from the Chairman); and (c) the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

If either (i) Shareholders’ approval of the Authorising Resolution is not obtained, (ii) the Solenta Subscription Letter does not become unconditional in all respects prior to Admission, or (iii) the Placing Agreement does not become unconditional in all respects prior to Admission, the Equity Refinancing and the Open Offer will not proceed and the Group will be at risk of not being able to continue trading as a going concern. If the Equity Refinancing does not proceed and complete, and, in the absence of the Group being able to successfully agree or implement any alternative funding, the Directors would seek to commence a process of placing the Group into administration. Under such circumstances, Shareholders could lose all or a substantial amount of the value of their investment in the Group. Accordingly, the Directors believe that the successful completion of the Equity Refinancing and the Open Offer represents the best option available to the Group.

The purpose of this letter is to explain to Shareholders the background to, and reasons for, the Equity Refinancing and the Open Offer.

2 Background to, and reasons for, the Equity Refinancing and Open Offer During 2018, fastjet has consolidated its existing network and maximised possible returns following the positive medium to long term impact of the Stabilisation Plan completed last year: l the airline has focused on increasing revenue and growing yield per passenger while simultaneously improving overall customer experience adapting to local market nuances and cultures; l marketing and communication efforts were amplified as the refreshed brand led to improved revenue opportunities and sales efforts focused on relationship building and revenue extraction from key channels; l Zimbabwe is delivering a strong financial performance, with greater levels of expense localisation helping to offset hard-currency repatriation restrictions. Capacity has increased 28 per cent. year-on- year and passenger numbers are up 70 per cent., while average fares increased 32 per cent. and the load factor rose from 60 per cent. to 80 per cent.; l Mozambique is showing good growth as it approaches its first year of trading. 68,000 passengers have been carried since the start of operations in November 2017, the average load factor is 64 per cent. for the three months to September 2018 and average fares showed an increase of 48 per cent. in the same period compared to the first quarter of 2018; and l in South Africa, FedAir is generating profits and cash, while providing a base from which the fastjet brand can gradually enter the market during 2019.

Despite progress in Zimbabwe and Mozambique, the Company continued to face several challenges during H1 2018 and the early part of H2 2018, including regulatory delays in Tanzania and a sub economical yield environment (whereby the Company’s competitors have been selling tickets below cost price). As a consequence, the Company was unable to deploy its newly-acquired ATRs as planned.

Other factors impacting fastjet’s performance include interest payments on legacy debt and the start-up losses in Mozambique (H1 2018 – loss of US$2.7 million). Operating costs such as fuel and maintenance were negatively impacted by currency fluctuation and a rising global fuel price; both the South African Rand and the Tanzanian Shilling lost value against the US Dollar. fastjet Tanzania As the Company announced on 26 September 2018, following the Board’s evaluation of fastjet Tanzania’s operations and the consequential financial impact of continued losses on the Group as a whole, the Board resolved to stop all funding to fastjet Tanzania with immediate effect.

A knock-on consequence of the above decision was that the Group’s three leased ATRs could no longer be deployed in Tanzania as initially planned and, therefore, were no longer needed. Accordingly, the Directors have agreed early termination settlement arrangements on the three aircraft as part of the Equity Refinancing. These settlement arrangements, which include a return condition waiver, release the Group from a nine year remaining lease term subject to payment of current arrears and a three month lease penalty.

The Company has entered into a conditional share sale agreement with local management in Tanzania, regarding the sale of the Company’s interest in the holding company of fastjet Tanzania, fastjet Air TZ (BVI). The Tanzania MBO is subject to certain conditions precedent, including execution of a brand licence agreement, a deed of adherence to fastjet Tanzania’s shareholders’ agreement, and an off-set agreement. The sale consideration is US$1 and, subject to the approval of certain specified members of the Group, all debt owing to the Continuing Group will be forgiven on the condition that, inter alia, (i) a letter is received on or before 21 November 2018 from the Tanzanian Airport Authority and Tanzania Civil Aviation Authority confirming that they have no lien over the two Embraer 190s sub-let to fastjet Tanzania and (ii) the deregistration of both Embraer 190s is achieved by 30 November 2018. fastjet Mozambique fastjet Mozambique is benefiting from strong market conditions and is expected to deliver up to c.US$23.0 million of revenue in 2019. Subsequently, the Company is considering launching additional routes in Mozambique. In addition, the expansion of the oil and gas industry will yield additional inflows for the fastjet Mozambique entity. As an outcome of the effective implementation of the new routes, effective yield management and marketing, good government relationships and a strategic partnership with the national flag carrier, the Group expects to become cash positive in Mozambique in 2020. fastjet Zimbabwe fastjet Zimbabwe has recently returned to profitability and is expected to deliver c.US$33.0 million of revenue in 2019. However, the key challenge remains accessing these domestic funds outside of Zimbabwe, to settle hard currency suppliers. In order to mitigate this, fastjet Zimbabwe intends to localise aircraft leasing costs by acquiring four Embraer 145s for US$12.0 million to be satisfied by the issue of new Ordinary Shares to Solenta, which would result in c.US$220,000 per month hard currency outflow savings. This initiative should also support output growth in Mozambique and Zimbabwe, which in turn provides supplementary hard-currency income for Zimbabwe.

By owning the existing leased assets (as opposed to fixed monthly lease cash outflows), along with utilising the Solenta infrastructure in Mozambique (i.e. no fixed cost), fastjet has flexibility to scale operations down materially in the event of aggressive new competitor market-entry. Similarly, the four Embraer 145s represent an effective increase in available aircraft capacity (previously three Embraer 145s were used in active service and one as backup), which will support the additional route rights received by fastjet Zimbabwe allowing it to operate double-daily frequencies between Harare and Bulawayo (previous authority was limited to one daily flight), and support measured growth in Mozambique through frequency increases on existing and/or new routes, as and when required.

FedAir In South Africa, FedAir generated revenue of US$3.7 million and delivered trading profits of US$0.35 million (for the three months ending September 2018) while providing a base from which the fastjet brand can gradually enter the market during 2019. South Africa is strategically important to fastjet given the relative size of the South African aviation market (c.13 million domestic passengers per annum), as well as the existence of strong trade and tourism flows with the existing fastjet markets. fastjet’s management relationships and track record in South Africa, in addition to the FedAir platform, support an expedient launch at the appropriate time.

Trading updates The Company announced on 26 September 2018 that it was encouraged by trading in the Zimbabwean and Mozambique markets, but the headroom of freely usable and available cash resources was minimal and the Company’s ability to continue as a going concern remained very sensitive to its future funding requirement. The Company noted that additional funding would be required by the end of October to enable fastjet to continue operating.

The Company provided an update on 31 October 2018 notifying the market that it continued to review its current cash requirements and was able to continue operating beyond the end of October due to some improvement in trading and cash generation.

The Company provided a further update on 9 November 2018, announcing that it would be able to continue trading during November due to some improvement in trading, cash generation and internal efficiencies. The headroom available allowed the Company further time to continue discussions with its major shareholders and creditors.

As at 15 November 2018, the Group had cash balances of US$3.4 million, of which US$2.7 million is restricted cash held inside Zimbabwe.

The Board considers that the Company will be able to continue trading until the General Meeting.

3 Details of the Solenta Investment On 16 November 2018, the Company entered into the Heads of Agreement and the Solenta Subscription Letter with Solenta pursuant to which the Company and Solenta have agreed the terms and conditions on which Solenta will invest a total of US$26.5 million in the Company by subscribing for the Solenta Investment Shares at the Issue Price. None of the Solenta Investment Shares are subject to a lock-in arrangement. The Solenta Investment is comprised of the following elements: l a £3.2 million (approximately US$4.1 million) cash subscription by Solenta for 316,738,282 Solenta Investment Shares at the Issue Price; l a debt for equity swap pursuant to which US$10 million of the principal and all of the outstanding interest to 28 November 2018 (rounded down to US$446,750 to 28 November 2018) owed by the Company to Solenta pursuant to the Existing Loan Agreement will be capitalised and subscribed in payment for 816,152,343 Solenta Investment Shares; and l a subscription for US$12.0 million involving the acquisition by the Group of the four Embraer 145s from Solenta (and associated early termination lease charges) in payment for 937,421,875 Solenta Investment Shares. Further details of the Aircraft Acquisition are set out at paragraph 8 (Aircraft Acquisition) of this Part I (Letter from the Chairman).

The Solenta Investment remains conditional on: (a) the Shareholders of the Company passing the Authorising Resolution; (b) the Existing Loan Agreement and the related security being amended as set out in the Heads of Agreement and as summarised below; and (c) the Company entering into the GECAS Settlement Agreement with GECAS (or such other of its subsidiary companies who is the lessor) as set out in the Heads of Agreement and as summarised below.

Summary of amendments to the Existing Loan Agreement and the related security under the Heads of Agreement Pursuant to the Solenta Subscription Letter, the Existing Loan Agreement is required to be amended so as to reduce the principal amount from US$12.0 million to US$2.0 million with a lower interest rate of 6 per cent. (currently at 8 per cent., and becoming 10 per cent. in year two of the term) (the “Continuing Loan”). The Continuing Loan in a principal amount of US$2.0 million shall remain outstanding and shall be repayable only on or after 48 months from the date of the Admission and provided that, on a consolidated basis, the Company and its subsidiary undertakings have been trading profitably (i.e. profit before tax) for at least a six-month consecutive period (the “Profitability Condition”) immediately preceding the expiry of such 48 month period and otherwise only on such later date when the Profitability Condition has been met. Where the Profitability Condition has been met at any time on or after the expiry of 36 months following the date of Admission, Solenta shall not unreasonably withhold its consent to a prepayment in full of the Continuing Loan together with all accrued and unpaid interest.

Pursuant to the terms of the Continuing Loan, the following existing security under the Existing Loan Agreement shall remain in effect, being: (i) a share charge over the Company’s interest in FedAir (held via Parrot); (ii) a charge over the Company’s interest in the “fastjet” brand; and (iii) a share charge over the Company’s existing 49 per cent. holding in fastjet Zimbabwe.

In substitution for the existing security required over the three ATRs, the Company shall grant Solenta a first ranking share pledge over the Company’s 100 per cent. holding in fastjet Africa (such security to exclude fastjet Mozambique).

The Heads of Agreement further provide that: (a) as part of these arrangements in respect of fastjet Zimbabwe, the Company shall procure that the existing fastjet Zimbabwe shareholders’ agreement is amended to include the following: l the Company shall exercise its existing option to acquire the 51 per cent. local Zimbabwean holding in fastjet Zimbabwe and transfer such shares to a Zimbabwean company nominated by the Company having consulted with Solenta. Such shareholding shall be held by such nominee company subject to the call option arrangement in favour of the Company that is currently in place in respect of the 51 per cent. local Zimbabwe holding in fastjet Zimbabwe (the “Call Option”); l Solenta shall have a right to nominate such number of individuals as is required to represent the majority of the board of directors of fastjet Zimbabwe in the event of the occurrence of either (a) an event of default under the Existing Loan Agreement (as amended) which is continuing and provided that there is also a material prejudice or jeopardy to the financial position, business or assets of fastjet Zimbabwe (or otherwise a substantial and present risk of the occurrence of the same) and/or (b) the Company is put into administration, liquidation or subjected to any other similar proceedings (each such event hereinafter referred to as a “Trigger Event”); l suspension of the rights of the Company to exercise the Call Option while the balance of the Continuing Loan is outstanding. Furthermore, in the circumstances of the occurrence of a Trigger Event, the Call Option shall be deemed to have been automatically and unconditionally terminated and/or the benefit of the Call Option deemed to have been immediately and unconditionally assigned to Solenta; l a suspension of the rights of the Company or any of its group companies to seek any repayment of its loans or to exercise the right to convert the same into equity (which may have effect of diluting the 51 per cent. local Zimbabwean shareholding of the nominee company in fastjet Zimbabwe), until after the Continuing Loan is repaid in full, except with the written prior consent of Solenta. Such suspension shall continue to be in force so long as the balance of the Continuing Loan is outstanding and in the circumstances of the occurrence of a Trigger Event the outstanding loan of the Company and/or its relevant group company(ies) shall be deemed to have been immediately and unconditionally ceded in full to Solenta; and

(b) in relation to all Group companies subject to the amended security (fastjet Zimbabwe, FedAir, Parrot and fastjet Africa), the suspension of the rights of the Company or any of its Group companies to seek any conversion into equity or repayment of any intercompany loans and payables outstanding to the Company and/or its Group companies, payable and outstanding from the companies which form part of the amended security. Such suspensions shall continue until the Continuing Loan is repaid in full

and in the circumstances of the occurrence of either (a) an event of default under the Existing Loan Agreement (as amended) which is continuing and provided that there is also a material prejudice or jeopardy to the financial position, business or assets of the Company or any of its group companies (or otherwise a substantial and present risk of the occurrence of the same) and/or (b) the Company is put into administration, liquidation or subjected to any other similar proceedings, the outstanding loan of the Company and/or the relevant group company(ies) shall be deemed to have been immediately and unconditionally ceded in full to Solenta.

Summary of the GECAS Condition Completion of the Solenta Subscription Letter is conditional on the execution of the GECAS Settlement Agreement pursuant to which GECAS shall amend the existing leases of the two Embraer 190s leased to fastjet Africa. Such terms shall be approved by Solenta, such approval not being unreasonably withheld or delayed in circumstances where the agreement provides for full and final settlement of all claims for a settlement amount which does not, in effect, exceed the amounts provided by the Company for GECAS in its provisions to cover major creditor settlements associated with the decision to stop funding fastjet Tanzania and short-term hard currency creditors.

Use of Solenta cash subscription The proceeds of the cash subscription from the Solenta Investment are to be solely used by the Company to fund fastjet Zimbabwe’s foreign hard currency obligations and to pay the ALM Settlement Amount.

Other settlement agreements In accordance with the Heads of Agreement, the Company has executed settlement agreements with certain creditors relating to operations in Tanzania as a consequence of the Company’s decision to cease funding fastjet Tanzania (as announced on 26 September 2018). Under the terms of one of the settlement agreements, the Company may be required to convert a debt of US$1.7 million owed to a creditor into new Ordinary Shares in the event that the Group on a consolidated basis has not been profitable (calculated in accordance with IFRS) for the six month period ending 30 June 2019.

In connection with the Aircraft Acquisition, the Company has also entered into the AFL Settlement Agreement with Solenta and one of the Company’s subsidiaries, AFL, pursuant to which the Facility Agreement shall be terminated. Completion of the AFL Settlement Agreement and termination of the Facility Agreement is conditional on: (i) the Group (including AFL) paying all amounts due under the Facility Agreement to Solenta; (ii) the payment by fastjet to Solenta of a three month lease termination fee of US$495,000 in relation to three Embraer 145s leased to the Company pursuant to the terms of the Facility Agreement (such early termination fee is to be released in part satisfaction of Solenta’s participation in the Solenta Investment); and (iii) the entry by the parties to the Facility Agreement into a new agreement by 31 December 2018 pursuant to which Solenta shall provide similar services and discounts to the Group as currently provided under the Facility Agreement. Following completion of the AFL Settlement Agreement, the Company shall release to Solenta those of its Ordinary Shares that have been held in escrow pending service delivery under the Facility Agreement.

4 Details of the Placing The Placing and the issue of the Placing Shares are conditional, inter alia, upon the passing of the Authorising Resolution at the General Meeting; the Solenta Subscription Letter becoming unconditional in all respects save for Admission; none of the warranties in the Placing Agreement being untrue, inaccurate or misleading; the Placing Agreement not having been terminated in accordance with its terms; and Admission being effective by no later than 8.00 a.m. on 10 December 2018 (or such later date as the Company and Liberum may agree (being not later than 8.00 a.m. on 24 December 2018)).

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.

The Company has entered into the Placing Agreement with Liberum on customary terms and conditions pursuant to which Liberum has conditionally agreed, as agent for the Company, to use its reasonable endeavours to procure placees for the Placing Shares at the Issue Price. The Placing is being conducted

by way of an accelerated bookbuild by Liberum as sole bookrunner. Liberum will receive the Professional Fees Payment in the form of new Ordinary Shares in the Company at the Issue Price.

The Issue Price represents a discount of 39 per cent. to the closing price of 1.65 pence per ordinary share on 16 November 2018, being the date of the Announcement.

Neither the Equity Refinancing nor the Open Offer is being underwritten by Liberum or any other person.

5 Principal terms of the Open Offer Subject to the fulfilment of the conditions set out below, Qualifying Shareholders are being given the opportunity to subscribe for new Ordinary Shares under the Open Offer at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the record date on the basis of:

57 Open Offer Shares for every 10 Existing Ordinary Shares

Open Offer Entitlements will be rounded down to the nearest whole number of Open Offer Shares.

Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise further gross proceeds of approximately £4.2 million (approximately US$5.3 million) for the Company. The Open Offer is not underwritten.

Following the issue of the Placing Shares, the Liberum Shares and the Solenta Investment Shares pursuant to the Equity Refinancing (and assuming the Open Offer is taken up in full), Qualifying Shareholders who take up their full entitlements in respect of the Open Offer will undergo a dilution of up to 15 per cent. to their interests in the Company because of the Solenta Investment. Qualifying Shareholders who do not take up any of their full entitlements in respect of the Open Offer will experience a greater dilution to their interests in the Company.

The Open Offer is conditional, inter alia, on (i) the completion of the Equity Refinancing and (ii) the Solenta Subscription Letter becoming unconditional in all respects prior to Admission, and (iii) the Placing Agreement not being terminated in accordance with its terms prior to Admission.

If the Open Offer does not proceed any applications made by Qualifying Shareholders will be rejected and application monies will be returned without payment of interest as soon as practicable. The Open Offer Shares will, upon issue, rank pari passu with the Placing Shares, the Liberum Shares, the Solenta Investment Shares and the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after their date of issue. No temporary documents of title will be issued.

Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Open Offer Entitlements.

It should be noted that the Open Offer is not a rights issue. Accordingly, the application form in respect of the Open Offer is not a document of title and cannot be traded. Any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not take up their rights to subscribe under the Open Offer.

Qualifying non-CREST Shareholders will receive an Application Form with this circular which sets out their entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them. It should be noted that the Open Offer is not a rights issue. Accordingly, the Application Form is not a document of title nor a negotiable document and cannot be traded. Any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not take up their rights to subscribe under the Open Offer.

Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements as soon as possible after 8.00 a.m. on 22 November 2018. Application will be made for the Open Offer Entitlements in respect of Qualifying CREST Shareholders to be admitted to

CREST. It is expected that such Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 22 November 2018. Such Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 22 November 2018. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

For Qualifying non-CREST Shareholders, completed Application Forms, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD so as to arrive as soon as possible and in any event so as to be received no later than 10.00 a.m. on 7 December 2018. For Qualifying CREST Shareholders the relevant CREST instructions must have been settled, as explained in this circular, by no later than 10.00 a.m. on 7 December 2018. If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued and any outstanding Open Offer Entitlements will lapse.

The Open Offer is conditional, inter alia, upon Admission becoming effective by no later than 8.00 a.m. on 10 December 2018 (or such later time and/or date as the Company and Liberum may agree (being not later than 8.00 a.m. on 24 December 2018)).

If the Open Offer does not proceed, any applications made by Qualifying Shareholders will be rejected and application monies will be returned without payment of interest as soon as practicable.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part IV (Terms and Conditions of the Open Offer) of this circular.

6 Uses of the Equity Refinancing The Company intends to use the Equity Refinancing to restructure the balance sheet by bringing current creditors up to date and significantly reducing the long term debt burden and the associated servicing costs; support the incurred costs required to settle Continuing Group liabilities arising from the decision to stop all funding to fastjet Tanzania; and provide sufficient working capital until the end of 2019.

The Board intends to apply the proceeds of the Equity Refinancing as follows: l US$12.0 million of equity issued to Solenta for the acquisition of four Embraer 145s (and associated early termination lease charges) to be deployed in Zimbabwe, as fastjet intends to localise assets; l US$10.4 million of equity issued to convert a significant portion of long term debt from Solenta (total principal debt of US$12.0 million), reducing the Company’s indebtedness to Solenta and the associated servicing costs; l US$6.6 million of cash to settle all current short-term hard currency creditors; l up to US$3.7 million of cash to cover major creditor settlements associated with the decision to stop funding to fastjet Tanzania; l US$2.8 million of cash to fund fastjet Mozambique losses, as operations remain in early stage development; l US$2.5 million of cash to settle hard currency creditors in Zimbabwe, providing contingency for currency repatriation; l US$2.0 million of equity to settle the Professional Fees Payment; and l up to US$5.3 million for general working capital purposes across the Group depending on uptake of the Open Offer.

7 Trading and Outlook Trading for the four months ending October 2018 reflected improving results for fastjet’s Zimbabwean and Mozambique businesses, with these businesses delivering an improvement of 10 per cent. and 21 per cent. respectively in revenue per available seat, when compared to H1 of this year (ending June 2018). Zimbabwe

is traded profitably for the four-months ending October 2018 whilst Mozambique, a new market, is developing according to expectations.

Trading within FedAir, fastjet’s South African platform, for the nine months ending September 2018 has been according to management expectations, with the Company delivering a pre-tax profit margin of 9.5 per cent. on turnover of US$9.2 million.

Trading in Tanzania for the period July to October 2018 has been impacted by additional capacity being added by Air Tanzania at below cost yields and ongoing delays in route approvals experienced in the country, serving to delay the originally anticipated deployment of ATRs by fastjet in Tanzania. Accordingly, whilst the Company was able to grow average fares by 31 per cent., load factors declined from the 74 per cent. achieved in H1 2018 to 63 per cent. for the four months to October 2018.

From a forward-looking perspective load factors and average fares in Zimbabwe, Mozambique and South Africa are expected to be strong during the seasonally higher demand in late November and December trading periods. Although marginal upward cost-pressure may be expected due to upwards trends in global oil prices, higher average fares expected during the period through to 31 December 2018 are expected to offset increases in fuel prices.

As announced by the Company on 29 June 2018, in order to help the working capital shortfall resulting from the unforeseen events in 2017, the Company entered into the Unsecured Loan with Annunaki and SSCG. The Unsecured Loan were on commercial terms and allowed the Company to lend US$5 million cash from fastjet Zimbabwe to Annunaki in return for a US$2 million loan to fastjet from SSCG for general working capital purposes across the Group. The Unsecured Loans are payable by the Company in December 2018. The Company confirms that it is in discussions with SSCG and Annunaki and expects that the terms of the Unsecured Loans will be extended beyond December 2018.

In light of the proposed Equity Refinancing and current trading of the Company, the Board intends to strengthen the composition of the Board going forward.

8 Aircraft Acquisition It is proposed that fastjet Zimbabwe or another Group company acquires four Embraer 145s (three currently in use by the Group and one available as back-up) from Solenta and settles three months’ early termination charges in consideration for the issue by the Company to Solenta of 937,421,875 Solenta Investment Shares credited as fully paid. The proposed transaction values the four Embraer 145s (including the associated early termination lease charges) at US$12.0 million.

Under the 2006 Act, shareholder approval is required for arrangements under which a company buys or sells, or is to buy or sell, a substantial non-cash asset (as defined in the 2006 Act) from or to, amongst others, a person connected with a director of the company. An asset is a substantial asset in relation to a company within the meaning of the 2006 Act if its value exceeds either (i) 10 per cent. of the company’s asset value and is more than £5,000 or (ii) £100,000. Solenta is a company connected with Mark Hurst, a director of the Company. The Aircraft Acquisition by the Group from Solenta will therefore require Shareholders’ approval and such approval has been included in the Authorising Resolution.

9 Related Party Transactions Solenta Solenta is considered to be a related party to the Company by virtue of Solenta being a “substantial shareholder” as defined in the AIM Rules for Companies. As such, the Solenta Investment is deemed to be a related party transaction as per the AIM Rules for Companies.

Tanzania MBO The members of the management team of fastjet Tanzania (being Hein Kaiser and Lawrence Masha) by virtue of being directors of a subsidiary undertaking of the Company, are considered related parties under the AIM Rules for Companies.

M&G Investment Management Limited M&G Investment Management Limited, by virtue of its holding more than 10 per cent. of the Existing Ordinary Shares, is considered a related party of the Company and its participation in the Placing is therefore a related party transaction under the AIM Rules for Companies.

Fair and reasonable statement The Directors (excluding Mark Hurst who has been appointed to the Board by Solenta), having consulted with the Company’s nominated adviser, Liberum, consider that the terms of the Solenta Investment and the Placing are fair and reasonable insofar as the Company is concerned.

All of the Directors, having consulted with the Company’s nominated adviser, Liberum, consider that the terms of the Tanzania MBO are fair and reasonable insofar as the Company is concerned.

10 Working capital The Directors believe that following receipt of the proceeds of the Equity Refinancing and the Open Offer, the Company will have sufficient working capital to finance its operations for at least the next 12 months following Admission.

11 Rule 9 of the Code Immediately following the Equity Refinancing, the maximum shareholding of Solenta and its proposed maximum voting rights in the Enlarged Share Capital will be as set out in the table below:

Percentage of issued voting Percentage of shares in issued voting the Enlarged New Ordinary Number of shares in Share Capital Shares Ordinary the Enlarged following Number to be issued Shares held Share Capital the Equity of Existing Percentage through the following the following the Refinancing Ordinary of issued Solenta Equity Equity and Shares held voting shares Investment Refinancing Refinancing Open Offer** Solenta 185,192,066* 29.8 2,070,312,500 2,255,504,566 60.2% 54.3%

* This figure comprises the total number of Ordinary Shares that Solenta is entitled to, either held by them or in escrow until future aircraft lease services are performed. Following completion of the AFL Settlement Agreement, the Company shall release to Solenta those of its 71,903,808 Ordinary Shares that have been held in escrow pending service delivery under the Facility Agreement. However, the ultimate Solenta holding will not change from the figure above. ** Assuming take-up in full of the Open Offer.

The Code is issued and administered by the Panel. The Code and the Panel operate to ensure fair and equal treatment of shareholders in relation to takeovers, and also provide an orderly framework within which takeovers are conducted. The Code applies to the Company, and as such its shareholders are entitled to the protections afforded by the Code.

Under Rule 9 of the Code, where any person acquires, whether by a series of transactions over a period of time or by one specific transaction, an interest (as defined in the Code) in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent., or more of the voting rights of a company that is subject to the Code, that person is normally required by the Panel to make a general offer to all remaining shareholders of that company to acquire their shares.

Similarly, where any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent., of the voting rights of a company, but does not hold shares carrying more than 50 per cent., of the voting rights of that company and such person or any such person acting in concert with him acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, such person or persons acting in concert with him will normally be required to make a general offer to all remaining shareholders to acquire their shares.

An offer under Rule 9 of the Code must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during 12 months prior to the announcement of the offer.

Under the Code, a concert party arises where persons acting together pursuant to an agreement, arrangement or understanding (whether formal or informal) co-operate to obtain or consolidate control of, or to frustrate the successful outcome of, an offer for a company subject to the Code. “Control” means an interest or interests in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control.

As set out in the table above, Solenta will, as a result of the Solenta Investment, acquire Ordinary Shares which carry more than 30 per cent. of the voting rights of the Company.

The Solenta Investment will, absent a Rule 9 Waiver, give rise to an obligation on Solenta to make a general offer for the entire issued share capital of the Company.

Under Note 1 on the Notes on the Dispensations from Rule 9, the Panel will normally waive the requirement for a general offer to be made in accordance with Rule 9 if, inter alia, those shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him and do not have any interest in the transaction which may compromise their independence (the “Independent Shareholders”) pass an ordinary resolution on a poll at a general meeting (a “Whitewash Resolution”) approving such a waiver.

Under Note 5 on the Notes on the Dispensations from Rule 9, the Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Code) if Independent Shareholders holding more than 50 per cent. of the company’s shares capable of being voted on such a resolution confirm in writing that they would vote in favour of a Whitewash Resolution were one to be put to the shareholders of the company at a general meeting.

The Company has obtained confirmation in writing (in the form set out in Part II (Form of Letter in relation to the Rule 9 Waiver) of this circular) from the following independent Shareholders who, in aggregate, hold 281,645,826 Ordinary Shares in the Company representing 64.7 per cent. of the Ordinary Shares being capable of being voted on such a resolution, that each of the independent Shareholders would, amongst other things, vote in favour of the Whitewash Resolution were such a resolution to be put to Shareholders at a general meeting:

Voting rights in Existing Ordinary Number Voting rights Shares of Existing in Existing (excluding Ordinary Ordinary shares held Shareholder Shares held Shares by Solenta (%) (%)) M&G Investment Management 123,501,153 19.9 28.4 Majedie Asset Management 61,628,285 9.9 14.2 Janus Henderson Investors 58,693,665 9.5 13.5 JO Hambro Capital Management 37,822,723 6.1 8.7 –––––––––––––– –––––––––––––– –––––––––––––– Total 281,645,826 45.4 64.7 –––––––––––––– –––––––––––––– ––––––––––––––

The Board has consulted with the Panel and received the Panel’s confirmation that the Panel will waive any obligation on Solenta to make a general offer under Rule 9 of the Code to the extent that such obligation would otherwise arise as a result of the issue of up to 2,070,312,500 Solenta Investment Shares to Solenta pursuant to the Solenta Investment.

12 Application for Admission to trading on AIM Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. The New Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the

right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following Admission.

It is expected that the Admission will become effective and that dealings for normal settlement in the New Shares on AIM will commence at 8.00 a.m. on 10 December 2018.

13 General Meeting A notice convening a General Meeting of the Company, to be held at the offices of Liberum at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018 is set out in Part V (Notice of General Meeting) of this circular.

13.1 Authorising Resolution At the General Meeting, the Authorising Resolution will be proposed as a special resolution which will enable the Equity Refinancing and the Open Offer to proceed. Upon approval, the Directors would be authorised to: l issue up to 3,687,022,505 new Ordinary Shares (i.e. the maximum number of new Ordinary Shares to be issued pursuant to the Equity Refinancing, the Open Offer and the AAR Settlement Agreement) free of pre-emptive rights; and l proceed with the Aircraft Acquisition.

13.2 Resolutions 2 and 3 In addition, at the General Meeting, the Directors will seek continuing authorities to allot and issue shares and to disapply the statutory rights of pre-emption as follows: l grant authority to the Directors pursuant to section 551 of the 2006 Act to allot Ordinary Shares or to grant rights to subscribe for or convert any security into Ordinary Shares up to an aggregate nominal amount equal to £12,488,439; and l to disapply the statutory rights of pre-emption contained in section 561(1) of the 2006 Act in respect of the allotment for cash of equity securities with an aggregate nominal amount of up to £8,325,626. This amount represents approximately 20 per cent. of the Enlarged Share Capital.

The authorities sought under the above mentioned resolutions will expire on the conclusion of the next annual general meeting of the Company or, if sooner, 30 June 2019.

14 Action to be taken by Shareholders 14.1 General Meeting Shareholders will find accompanying this circular a Form of Proxy for use at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD as soon as possible and, in any event, so as to arrive no later than 10.00 a.m. on 5 December 2018. Completion and return of the Form of Proxy will not affect Shareholders’ rights to attend and vote in person at the General Meeting if they so wish. Further information regarding the appointment of proxies can be found in the notes to the Notice of General Meeting.

In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, the Shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.

In order for the Equity Refinancing and the Open Offer to proceed, Shareholders will need to approve the Authorising Resolution set out in the Notice of General Meeting. If the Authorising Resolution is not passed, the Equity Refinancing and the Open Offer will not proceed, and in the absence of the Group being able to successfully agree or implement any alternative investment arrangements, the Directors would seek to commence a process of placing the Group into administration. Under such circumstances, Shareholders could lose

all or a substantial amount of the value of their investment in the Group. Accordingly, the Directors believe that the successful completion of the Equity Refinancing represents the best option available to the Group.

14.2 Open Offer If you are a Qualifying non-CREST Shareholder, you will have received an Application Form which gives details of your maximum entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer in respect of your Open Offer Entitlement, you should complete the accompanying Application Form in accordance with the procedure for application set out in paragraph 4 (Procedure for application and payment) of Part IV (Terms and Conditions of the Open Offer) of this circular and on the Application Form itself.

If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies this circular and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer except (subject to certain exceptions) if you are an Overseas Shareholder who has a registered address in, or is a resident in or a citizen of a Restricted Jurisdiction. Applications by Qualifying CREST Shareholders for Open Offer Entitlements should be made in accordance with the procedures set out in paragraph 4 (Procedure for application and payment) of Part IV (Terms and Conditions of the Open Offer) of this circular, unless you are an Overseas Shareholder in which event, applications should be made in accordance with the procedures set out in paragraph 7 (Overseas Shareholders) of Part IV (Terms and Conditions of the Open Offer) of this circular.

The latest time for applications under the Open Offer to be received is 10.00 a.m. on 7 December 2018. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are set out in Part IV (Terms and Conditions of the Open Offer) of this circular.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST Sponsors regarding the action to be taken in connection with this circular and the Open Offer.

15 Directors’ Recommendation The Directors (excluding Mark Hurst who has been appointed to the Board by Solenta) consider the Equity Refinancing and the Open Offer to be in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of all the resolutions proposed at the General Meeting but, in particular, the Authorising Resolution.

Nico Bezuidenhout and Robert Burnham, Directors who are also Shareholders and therefore able to vote, have confirmed their intention to vote in favour of the resolutions to be proposed at the General Meeting in respect of their combined holdings which total 125,994 Existing Ordinary Shares, representing approximately 0.02 per cent. of the Existing Ordinary Shares.

16 Overseas Shareholders Information for Overseas Shareholders who have registered addresses outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom appears in paragraph 7 (Overseas Shareholders) of Part IV (Terms and Conditions of the Open Offer) of this circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you pay particular attention to that section of this circular.

Yours faithfully

Rashid Wally Non-Executive Chairman

PART II

FORM OF LETTER IN RELATION TO THE RULE 9 WAIVER

16 November 2018 The Takeover Panel 10 Paternoster Square London EC4M 7DY

Dear Sirs

RE: FASTJET PLC (“THE COMPANY”)

Introduction [Shareholder Name] confirms that it has been made aware of the proposed transaction which comprises of a fundraising of up to US$45.3 million, at a price of 1 penny per share (the “Issue Price”), which includes: l an institutional placing of at least US$11.5 million; l an open offer of up to US$5.3 million; l Solenta Aviation Holdings Limited (“Solenta”); l converting US$10.4 million of debt into equity based on the Issue Price (“Debt for Equity Swap”); l receiving US$12.0 million in equity for the consideration of four Embraer 145 aircraft (“Embraer Transaction”); and l subscribing for US$4.1 million in shares in the Company through a direct cash subscription (“Solenta Cash Subscription”);

(together the “Proposed Transaction”).

Rule 9 of the Takeover Code [Shareholder name] understands that, under Rule 9 of the Takeover Code (“the Code”), if any person acquires an interest in shares which, when taken together with shares in which he and persons acting in concert with him are already interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code, that person is normally required to make a general offer in cash to all shareholders in the company at the highest price paid by him or any person acting in concert with him for an interest in such shares within the preceding 12 months.

[Shareholder name] also understands that Rule 9 also provides that if any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company which is subject to the Code but does not hold shares carrying more than 50 per cent. of such voting rights, and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in such company in which he is interested, that person is normally required to make a general offer in cash to all shareholders in the company at the highest price paid by him or any person acting in concert with him for an interest in such shares within the preceding 12 months.

Proposed Transaction [Shareholder name] understands that, pursuant to the Proposed Transaction, Solenta will be issued 2,070,312,500 new ordinary shares in the Company.

As detailed below, this will result in Solenta holding between 54.3 per cent. (assuming a US$45.3 million fundraise due to full take-up of the Open Offer) and 60.2 per cent. (assuming a US$40.0 million fundraise due to no take-up of the Open Offer).

Share Capital of the Company following the Proposed Transaction: Based on an exchange rate of US$1.28: £ 1

Ordinary Value Shares Current issued share capital 620,652,894 Debt for Equity Swap US$10.4m 816,152,343 Embraer Transaction US$12.0m 937,421,875 Solenta Cash Subscription US$4.1m 316,738,282 ––––––––––––––– ––––––––––––––– Total Proposed Transaction US$26.5m 2,070,312,500 ––––––––––––––– ––––––––––––––– Institutional Placing US$11.5m 898,437,499 Adviser fees US$2.0m 156,250,000 ––––––––––––––– ––––––––––––––– Fundraise (pre Open Offer) US$40.0m 3,124,999,999 ––––––––––––––– ––––––––––––––– Total issued share capital (pre Open Offer) 3,745,652,893 Open Offer US$5.3m 411,440,871 ––––––––––––––– ––––––––––––––– Fundraise (post Open Offer) US$45.3m 3,536,440,870 ––––––––––––––– ––––––––––––––– Total issued share capital (post Open Offer) 4,157,093,764

Solenta Shareholding following the Proposed Transaction: Solenta Solenta Solenta Current Shareholding Shareholding Shareholding Solenta post the pre post Shareholding* Transaction Open Offer Open Offer (shares) (%) (%) 185,192,066 2,225,504,566 60.2% 54.3%

* The figure above is the total number of shares Solenta are entitled to, either held by them or in escrow until future aircraft lease services are performed. As a result of the Embraer Transaction, the escrow arrangements in relation to 71,903,808 shares will be terminated. However, the ultimate Solenta holding will not change when the escrow arrangements are terminated.

Therefore, following the Proposed Transaction, Solenta will increase its shareholding in the Company from 29.8 per cent. to hold more than 50 per cent. of the Company’s voting share capital and as a result would then be able to acquire further shares in the Company without incurring any obligation under Rule 9 to make a general offer.

Waiver of Rule 9 obligation [Shareholder name] understands that, under Note 1 on the Notes on the Dispensations from Rule 9, the Takeover Panel (“the Panel”) will normally waive the requirement for a general offer to be made in accordance with Rule 9 (a “Rule 9 offer”) if, inter alia, those shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with it and do not have any interest in the proposed transaction which may compromise their independence (“the Independent Shareholders”) pass an ordinary resolution on a poll at a general meeting (“a Whitewash Resolution”) approving such a waiver. [Shareholder name] also understands that the Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Code) if Independent Shareholders holding more than 50 per cent. of the company’s shares capable of being voted on such a resolution confirm in writing that they would vote in favour of the Whitewash Resolution were one to be put to the shareholders of the company at a general meeting.

Confirmations and Acknowledgements [Shareholder name] hereby confirms the following: 1. that [Shareholder name] is currently the beneficial owner of [l] ordinary shares in the issued share capital of the Company, representing [l] per cent. of the Company’s issued share capital carrying voting rights, and it has absolute discretion over the manner in which these shares are voted. These shares are held free of all liens, pledges, charges and encumbrances;

2. that (a) save for the fact that both are shareholders in the Company, there is no connection between [Shareholder name] and Solenta, (b) [Shareholder name] does not have any interest or potential interest, whether commercial, financial or personal, in the outcome of the Proposed Transaction, and (c) [Shareholder name] is an Independent Shareholder of the Company as defined above; and

3. that, in connection with the Proposed Transaction: (a) [Shareholder name] consents to the Panel granting a waiver from the obligation for Solenta to make a Rule 9 offer to the shareholders of the Company; (b) subject to Independent Shareholders of the Company holding more than 50 per cent. of the shares capable of being voted on a Whitewash Resolution to approve the waiver of the obligation for Solenta to make a Rule 9 offer giving confirmations in writing in a similar form to this letter, [Shareholder name] consents to the Panel dispensing with the requirement that the waiver from such obligation be conditional on a Whitewash Resolution being approved by Independent Shareholders of the Company at a general meeting; (c) [Shareholder name] would vote in favour of a Whitewash Resolution to waive the obligation for Solenta to make a Rule 9 offer were one to be put to the Independent Shareholders of the Company at a general meeting; and (d) [Shareholder name] consents to the form of this letter being included in the circular to be sent to the Company’s shareholders in relation to the Proposed Transaction.

In giving the confirmations referred to above, [Shareholder name] acknowledges: 1. that, if the Panel receives such confirmations from Independent Shareholders of the Company holding more than 50 per cent. of the shares capable of being voted on a Whitewash Resolution, the Panel will approve the waiver of the obligation for Solenta to make a Rule 9 offer without the requirement for the waiver having to be approved by Independent Shareholders of the Company at a general meeting;

2. that if no general meeting is held to approve the Whitewash Resolution to waive the obligation for Solenta to make a Rule 9 offer: (a) there will not be an opportunity for any other person to make any alternative proposal to the Company conditional on such Whitewash Resolution not being approved by Independent Shareholders of the Company; (b) there will not be an opportunity for other shareholders in the Company to make known their views on the Proposed Transaction; and (c) there will be no requirement for the Company either (i) to obtain and make known to its shareholders competent independent advice under Rule 3 of the Code on the Proposed Transaction and the waiver of the obligation for Solenta to make a Rule 9 offer or (ii) to publish a circular to shareholders of the Company in compliance with Appendix 1 of the Code in connection with this matter.

[Shareholder name] considers itself to be a sophisticated investor in relation to equity investments. [Shareholder name] confirms that it has had the opportunity to take independent financial advice before signing this letter.

[Shareholder name] confirm that it will not sell, transfer, pledge, charge, or grant any option or other right over, or create any encumbrance over, or otherwise dispose of its shares in the Company until after the conclusion of the proposed general meeting to approve the Proposed Transaction.

I, the signee, have full power and authority to sign this letter on behalf of [Shareholder name] which is a binding obligation upon it.

Signed for and on behalf of [Shareholder name].

[Signee]...... Date: 16 November 2018

PART III

RISK FACTORS

The Directors consider the following risks and other factors to be the most significant currently facing the Company, but the risks listed do not purport to comprise all those risks associated with an investment in the Company and are not set out in any particular order of priority. Additional risks and uncertainties not currently known to the Directors may also have an adverse effect on the Company’s business.

An investment in the Open Offer Shares involves a high degree of risk. Accordingly, prospective investors should carefully consider the specific risk factors set out below in addition to the other information contained in this circular before investing in the Open Offer Shares.

If any of the following risks actually occur, the Company’s business, financial condition, capital resources, results or future operations could be materially adversely affected. In this event, the price of the Ordinary Shares could decline and investors may lose all or part of their investment.

The investment offered in this circular may not be suitable for all of its recipients. Before making an investment decision, prospective investors should consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities. A prospective investor should consider carefully whether an investment in the Company is suitable for him/her in the light of his/her personal circumstances and the financial resources available to him/her.

Risks related to funding Working capital and importance of the Authorising Resolution If the Authorising Resolution is not approved, the Equity Refinancing and the Open Offer will not proceed.

Should the Equity Refinancing not proceed and complete, and, in the absence of the Group being able to successfully agree or implement any alternative funding, the working capital available to the Company will be materially adversely affected and, as a further consequence, adversely affect the ability of the Company to continue to operate as a going concern. The Directors would seek to commence a process of placing the Group into administration and/or liquidation. The amounts which may be owing to the creditors of the Group, and any unascertained liabilities, and the costs and expenses of the administration/liquidation are uncertain. It is also highly unlikely that Shareholders would receive a distribution in an insolvent creditors’ voluntary liquidation.

In respect of fastjet Tanzania, save for the outstanding liabilities to be settled under the Settlement Agreements, the Directors are not aware of and do not anticipate any other material obligations or liabilities relating to fastjet Tanzania for which the Group (excluding fastjet Tanzania) would have any liability. However, there is a risk that unforeseen claims may materialise against the Group.

Future funding requirements and losses The Group is, following the Equity Refinancing, expected to have sufficient working capital until the end of 2019. In the event that the Company identified a material expansion or development opportunity, it is possible that additional funding would be required for its implementation and there can be no guarantee that such funding will be secured on acceptable terms. Similarly, if the Company were to suffer unexpected material losses, it is possible that additional funding would be required to meet any such losses and, again, there can be no guarantee that such funding will be secured on acceptable terms.

Risks relating to the Group’s business General economic conditions in its key markets The Group’s business is based in Africa and derives its revenues from operations in various countries on the continent. The political and economic environment in those countries can be unstable and exposes the Group to operational and financial risks. The business is reliant on continued improvement in the economies of those countries in which it currently invests and those countries into which it may expand in the future.

The Group will only be able to fully achieve its objectives in the event that the economies of the countries in which it invests continue to improve and that there is no material adverse decline in those economies. Further details are set out in the section “Risks relating to investing in Africa” set out below.

Compliance with legislation and regulations The African aviation sector is regulated by the civil aviation authority in each country where the Group operates. While the Directors believe the Group is, and will in the future, be able to comply with all conditions imposed by the regulators, there is no guarantee that additional conditions will not be imposed on the Group by regulators in the future which may adversely affect the operations of the Group. The Group’s operations could be materially adversely affected if: l the Group is unable to obtain or maintain any licence or approval which it is required to obtain or maintain in order to conduct its operations; l the Group breaches any applicable legislative or regulatory requirement; l the Group is required to comply with new or additional legislative or regulatory requirements; l the costs of complying with applicable legislation and regulations increase; or l any associate, subsidiary or external provider is proven delinquent in the provision of services to any of the Group’s operations.

The consequences of a failure to obtain or maintain a licence or approval or a breach of any applicable legislative or regulatory requirement will depend upon the relevant circumstances. However, in certain circumstances such a failure to comply could have material adverse consequences for the Group’s business and may prevent the Group from conducting all or a part of its business or impose costs which make it uneconomic for the Group to continue operating all or a part of its business. For example, any failure to maintain an Air Operator Certificate in respect of an aircraft would prevent the Group from operating that aircraft. The Group has no control over the regulations that apply to it. There is a risk that the renewal of an Air Operator Certificate currently held is not granted which may materially affect the Group’s performance.

Changes in the interpretation of current regulations or introduction of new laws or regulations may have a negative impact on the Group’s costs, business model and competitive environment, and therefore could adversely affect the Group’s operating and financial performance.

Airline safety The Group is exposed to the risk of a significant accident involving one or more of its aircraft. Safety and security is fastjet’s number one priority and fastjet’s business model is to operate as far as possible as though regulated by the European Aviation Safety Agency but there can be no assurance that a major incident or accident will not occur.

The Group is therefore exposed to potentially significant losses or potential criminal liability if any of its aircraft is lost or subject to an accident, terrorist incident or other disaster, including significant costs related to passenger claims, repairs or replacement of a damaged aircraft and temporary or permanent loss from service. In the event of such an accident or injury, the Group is exposed to potentially significant costs related to claims from passengers, crew or other staff.

More generally, the airline industry is exposed to potentially catastrophic losses that may be incurred in the event of an accident, terrorist incident or other catastrophe. Although the Group considers its insurance coverage to be appropriate, there can be no assurance that the level of such coverage will be sufficient to cover all losses arising from a catastrophic event. Even if the level of the Group’s insurance coverage was adequate to cover all such losses in full, the Company would be forced to bear substantial losses if its insurers were unwilling or unable to pay the agreed insurance benefits. Further, insurance premiums charged to the Group following any accident, terrorist incident or other catastrophe could increase significantly. Any losses incurred by the Group as a result of an accident, terrorist incident or other disaster for which the Group is not insured, which exceed the amount insured or which the insurer cannot or will not pay (or any increased premiums charged to the Group as a result of an accident, terrorist incident or other disaster) could have a material adverse effect on the Group’s business, results of operations, growth prospects and/or financial condition.

Competition Airlines with greater financial resources than fastjet, including state backed airlines, may seek to discount their fares on routes which are subject to competition from fastjet in a bid to protect their market share. Routes operated by fastjet which are not currently operated by competitors may become competitive in the future. The Group has limited financial resources compared to the larger airlines operating in Africa, particularly the national carriers. The increased financial resources which may be available to the Group’s competitors may allow them to sustain reduced fares for a longer period of time than the Group, which may have a material adverse effect on the Group.

On some routes the Group competes with alternative modes of travel. Improvements in roads or other transport infrastructure or a reduction in the comparative costs of alternative transport modes could result in reduced demand for air travel.

The Group is exposed to foreign currency and exchange rate risks A significant amount of the Group’s expenditure is incurred in US dollars, in areas such as aircraft fuel purchases, operating lease financing and engine and other maintenance costs. The Group generates a significant amount of its revenues (primarily through ticket sales) in Zimbabwean Bond Notes, with this currency being volatile relative to the US Dollars, in which key cost-drivers such as fuel is denominated. The Group reports its financial results in US dollars and is therefore exposed to changes in exchange rates against the local currencies in which it operates. Consequently, any significant fluctuations in the US dollar against local currencies could have a material adverse effect on the Group’s business, results of operations, growth prospects and/or financial condition.

Forward contracts may be used to mitigate procurement price risk on fuel. There can be no assurance that these activities, if in place, will be sufficient to protect the Group from adverse effects of fuel price fluctuations. Currently there are no forward contracts in place; however, this will be reviewed once the balance sheet is strengthened. If the planned Equity Refinancing and the Open Offer do not occur this may have an adverse effect on results of operations as the ability to enter into forward contracts will not be available.

Fluctuations in currency exchange rates and the consequential increases in prices for certain customers may also discourage tourists from travelling on the routes flown by the Group’s fleet and this may have a material adverse effect on the Group’s business.

Impact of the cost structure and seasonality As is typical for the airline industry, the Group is characterised by relatively high fixed costs (including costs in respect of aircraft financing and ownership, lease and fuel costs, depreciation expenses and general labour costs). The revenues generated by flights are generally substantially more variable than costs as they are directly related to the number of passengers carried and the fare structure of the flight. Therefore, a relatively small reduction in the number of passengers flown and/or a detrimental change in the pricing structure for the Group’s tickets could have a disproportionate effect on the Group’s profit margins, and thereby on its business, results of operations, growth prospects and/or financial condition.

Demand for the Group’s services fluctuates over the course of the year, and has historically been higher in the months of July to August and in December and lower in the months of January to March. As the majority of the Group’s revenues are generated in the peak seasons of July to August and in December, lower demand for air travel, flight cancellations or other factors that adversely affect aircraft utilisation during this period may have a disproportionately adverse effect on the Group’s business, results of operations, growth prospects and/or financial condition.

Availability of aircraft The Group only has a limited number of suppliers for its aircraft and engines. Any problem with these aircraft, whether real or perceived, could significantly harm its business.

The Group’s dependence on limited types of aircraft and engines makes it particularly vulnerable to any problems that might be associated with such aircraft or their engines. The Group’s business would be significantly harmed if a design defect or mechanical problem with such aircraft or engines were discovered, causing its aircraft to be grounded while any such defect or problem is being corrected, assuming it could be corrected at all. The relevant aviation regulators to which the Group is subject could also suspend or

restrict the use of the Group’s aircraft in the event of any actual or perceived mechanical or design problems while it conducts its own investigation. The Group’s business would also be significantly harmed if the public avoids flying the type of aircraft used by the Group due to an adverse perception because of safety concerns or other problems, whether real or perceived, or in the event of an accident involving such aircraft.

A number of factors could adversely affect the Group’s ability to obtain additional aircraft, including any accidents, industrial unrest or natural calamity or other event affecting the manufacturing facilities of the relevant aircraft manufacturers and thereby affecting their ability to fulfil their contractual obligations or to do so in a timely manner. If the aircraft manufacturers or other parties are unable to perform their contractual obligations to deliver aircraft or engines to the Group, the Group would have to approach another supplier for aircraft or engines of a similar seat configuration and mission capability. The Group’s operations would be harmed by the inability to find replacement aircraft.

The Group is exposed to an event damaging its reputation Damage to the Group’s reputation or brand through either a single or series of events (such as significant delays, mechanical malfunctions or loss of aircraft) could adversely impact on the Group’s ability to attract and retain customers, which ultimately could affect the profitability of the Group. High aircraft utilisation makes the operations vulnerable to delays. If an aircraft becomes unavailable, the operations may suffer greater damage to their service, reputation and profitability than airlines with larger fleets.

One of the key elements of the Group’s business strategy is to maintain high daily aircraft utilisation, which represents the average number of hours operated per day per aircraft for the total aircraft fleet. High daily aircraft utilisation allows the aviation business to enhance the efficiency of its operations and generate more revenue from its aircraft. Aircraft utilisation is reduced by delays resulting from the following factors, most of which are beyond the Group’s control: l security requirements; l air traffic and airport congestion; l adverse weather conditions; l defects or mechanical problems with aircraft; l unavailability of cockpit and in-flight crew; l strikes or work stoppages; and l acts of third parties upon which the Group relies for requirements such as fuelling and maintenance.

In addition, the expansion of the business to include new destinations and more frequent flights on existing routes could increase the risk of delay to the extent the expansion increases the Group’s exposure to longer flight durations or air traffic congestion. Delays could reduce the Group’s daily aircraft utilisation and, in turn, limit its ability to achieve and maintain profitability as well as damage its reputation.

New routes The success of new routes that form part of the Company’s strategy to grow its existing operations will depend upon the passenger loads and fares on the route and the costs incurred in providing the services. The Group may not achieve the expected passenger loads and fares on new routes and the costs of providing the services may be greater than expected, which may have a material adverse effect on the Group’s financial performance. The Group will also need to access suitable airports and related infrastructure in order to expand into new markets on terms acceptable to it. In addition, there is risk associated with the Group going through a process of modernising and expanding its distribution network and accounting platforms. There is no assurance that the Group will be able to implement successfully and manage its growth strategy, and a failure in this regard could have a material adverse effect on its operating and financial performance.

Brand names and trademarks may be infringed There are no registered intellectual property rights in the “fastjet” brand. The Group is subject to the risk of third parties infringing the Group’s trademark which may result in the Group resorting to litigation to enforce

its rights. The Group’s failure or inability to protect its intellectual property rights may adversely impact on the business of the Group.

Access to airport facilities The Group’s business could be adversely affected by a change in the availability or cost of airport facilities.

At present, the Group has adequate access to landing slots and facilities at the airports to which it flies.

However, this situation may change as the Group expands its operations to airports which have capacity restraints and limited access to landing slots.

Leases and restricted availability of additional aircraft While the Group has sufficient aircraft for its current and expected needs in the short term there can be no assurance that additional aircraft will be available on acceptable terms in the future. Nor can there be any assurance that planned changes to type of aircraft will be made in the timeframes set or on acceptable terms.

Terrorism, hostilities and other external events Terrorist attacks, the outbreak of hostilities and other external events (such as human transmittable virus outbreaks) may have an adverse effect on the Group, for example by reducing demand for air travel, increasing the costs of insurance or increasing fuel prices. Demand for air travel is also affected by general economic conditions. In an economic downturn, demand for air travel may reduce significantly. This could have a material adverse effect on the Group.

Group’s fleet If all or any of the aircraft were unavailable for service due to the need for repairs or for other reasons (other than routine maintenance), and the Group is unable to source suitable cover aircraft on suitable terms any resulting interruption in service could materially and adversely affect the Group’s business, financial condition and operations. The limited number of aircraft and routes operated by the Group means that the Group is less able than larger carriers to spread its operating costs over equipment and routes. The Group’s ability to compete effectively with larger carriers may be adversely affected by its fleet size.

Industrial relations There can be no assurance that industrial disputes will not arise in the future or that increases in employment costs will not have an adverse effect on the Group’s profitability. There is a risk that employees may seek increases in salaries and allowances as the financial position of the Group improves.

Insurance At present, subject to the comments below, the Directors believe that the Group has insurance coverage appropriate for its circumstances. However, the Group may be adversely affected by any change in the cost or availability of insurance coverage in the future. In the event that it is unable to procure adequate insurance coverage, the Group may not be able to continue its operations. Some business risks to which the Group is subject are uninsured. For example, the Group does not maintain insurance for loss of profit or revenue for mechanical breakdown. In addition, where the Group does maintain insurance coverage, it may not be fully reimbursed for all losses which it suffers due to policy terms and limitations. This could cause the Group to bear substantial losses which would directly impact the Group’s financial position.

Loss of fuel supply or increases in fuel costs Access to adequate supplies of reasonably priced fuel is crucial to the Group’s business and profitability.

The Group periodically negotiates its fuel supply agreements. The Group is not able to predict the outcome of these negotiations or the future availability and cost of fuel supplies with any certainty.

Increases in fuel costs, or fuel shortages, could have a material adverse effect on the Group’s operations, financial condition and results of operations to the extent that it is not able to offset increases in fuel costs by fare increases or fuel levies.

Reliance on third parties The Group has entered into agreements with third party operators to provide certain facilities and services for its operations. The loss or expiration of third party agreements or an inability to enforce the terms of unexecuted agreements or find suitable alternative providers or renew or negotiate contracts with those providers at comparable rates could harm the Group’s business. In addition, disputes can arise with third party suppliers and the Group has previously made claims against suppliers and received counter claims.

Whilst the Group does not currently have any disputes that it believes has a material impact on it, future disputes may harm the ability of the Group to conduct its business.

Separation of economic and legal ownership Certain of the shares in the subsidiary companies of the Group are held on trust on behalf of members of the Group. The Group has contractual rights over these shares relating to the ownership and the exercise of rights attached to them. If these rights were to be breached, then the Group would incur costs and expenses in relation to the enforcement of those rights that could have an adverse effect on the Group.

Reliance on senior management team The Group’s performance and success is, to a significant extent, attributable to the contribution of the senior management team. The future success of the Group will depend on the continued involvement, efforts, performance and abilities of the Directors and senior management team of the Group as a whole. The Group faces competition in attracting and retaining suitably qualified employees. There is no assurance that the Group can maintain, develop and continually rely on the experience and skills of its key personnel. If the Group fails to retain its key personnel or attract and engage suitably qualified people or integrate them into the Group on a timely basis, it may result in the loss of strategic leadership, disruption or delay to business operation, which may materially adversely affect the business, the business strategies, operations and financial condition of the Group.

Major Shareholder Following the Solenta Investment, assuming no take up under the Open Offer, Solenta will hold approximately 60.2 per cent. of the voting rights in the Enlarged Share Capital. As a result of its shareholding, Solenta has a guaranteed ability to pass ordinary shareholder resolutions (including resolutions to remove directors, giving control of composition of the Board) and to block any special shareholder resolutions. Although the Company, Liberum and Solenta have entered into the relationship deed dated 23 January 2017 and as amended on 30 April 2018 pursuant to which Solenta has given certain undertakings to the Company and Liberum in relation to its conduct with the Company with respect to its shareholdings in the Company, there can be no guarantee that this will be sufficient to allow the Company to carry on its business independently of Solenta at all times.

By virtue of the fact that, as consequence of the Solenta Investment, Solenta will hold more than 50 per cent. of the voting rights of the Company, Solenta will be able to acquire further interests in Ordinary Shares without incurring any obligation to make a general offer under Rule 9.1 of the Code.

Development of the aviation industry The aviation industry, by its nature, contains elements of risk that are beyond the day-to-day control of the management and includes such factors as: l war and airplane hijacking including terrorist activity; l material increases and volatility in aviation fuel prices and fuel distribution costs; and l government acts and regulations.

In addition, there is increased competition in the aviation sector generally. It is possible that other competitors in this industry will adopt a system similar to that of the Group and therefore take market share from the

Group, particularly in the markets that the Group currently intends to target. If that was to occur, it may have a material adverse effect on the operating and financial performance of the Group.

The Group may face significant competition, including from domestic and overseas competitors who have greater capital and other resources and superior brand recognition than the Group and may be able to provide better services or adopt more aggressive pricing policies. There is no assurance that the Group will be able to compete successfully in such a marketplace.

Regulatory environment Existing and future legislation, regulation and actions could cause additional expense, capital expenditure, restrictions and delays in the activities of the Group, the extent of which cannot be predicted. No assurance can be given that new laws, rules and regulations will not be enacted or existing laws, rules and regulations will not be applied in a manner which could limit or curtail certain of the Group’s services.

Commercial risks Like many companies, the Group faces commercial risks such as competition, litigation, industrial disputes, passenger tax and revenue changes, operational risks and liabilities. Commercial risk may also be associated with adverse industrial action.

Litigation Save in relation to any litigation or risk of litigation relating to the legacy risks associated with Fly 540 (as described below), the Group currently has no material outstanding litigation. However, there can be no assurance that the current or future actions of the Group will not result in litigation, both with and without merit. The Group may therefore in future be party to litigation in the course of its business. Any litigation, by the Group or against it, may be costly and lengthy and there can be no assurance that the Group will prevail. Litigation could also involve a significant diversion of resources and management attention and be disruptive to normal business operations. An unfavourable resolution of a particular law suit or the costs or adverse publicity associated with substantial litigation could have a material adverse effect on the Group’s business, reputation, operating results or financial condition.

Legacy risks associated with Fly 540 During 2015 fastjet progressed its programme of rationalising the loss making legacy Fly 540 portfolio acquired from Lonrho in 2012. In 2014, fastjet had ceased operating its loss making Fly 540 businesses in Ghana and Angola. These were shown as discontinued operations in the 2014 and 2015 financial statements, with the assets and liabilities shown as held for sale.

In June 2015, fastjet disposed of its interest in Fly 540 Ghana. fastjet Aviation Limited (formerly Lonrho Aviation (B.V.I.) Limited), the former intermediate parent company of Fly 540 Ghana, had provided a legacy guarantee in respect of certain liabilities of Fly 540 Ghana that had not been discharged at 31 December 2015. However, the Directors do not believe that there is any recourse to fastjet in respect of the original liabilities or by fastjet Aviation Limited in respect of its guarantee of them. However, there is a risk of time and expense being incurred in responding to alleged legacy claims.

On 6 June 2016, the BVI court appointed a liquidator over fastjet Aviation Limited in accordance with the Insolvency Act 2003 (British Virgin Islands). On the appointment of the liquidator, control of fastjet Aviation Limited passed to the liquidator and fastjet no longer consolidates the assets and liabilities of fastjet Aviation Limited and Fly 540 Angola, its 100 per cent. owned subsidiary. Any intercompany balances previously eliminated on consolidation will now be recognised, including unsecured loan notes issued by fastjet Tanzania to fastjet Aviation Limited by way of a Loan Note Instrument dated 9 July 2015, together with accrued interest, which are shown within “non-current liabilities” on the Group balance sheet at US$10.24 million as at 12 April 2018. The loan notes are repayable over 10 years in quarterly instalments from 1 June 2017. Interest on these unsecured loan notes is accrued at 4 per cent. and paid quarterly with the principal due. The first instalment of the loan note repayment by fastjet Tanzania was due on 1 July 2017. Due to a change in the liquidator of fastjet Aviation Limited, the first quarterly loan note repayment was made on 1 October 2017 for US$276,637.80 plus accrued interest. The second, third and fourth instalments in the same amount were paid on 11 January 2018, 12 April 2018 and 11 July 2018, respectively.

On 18 October 2018, the liquidator of fastjet Aviation Limited issued a notice of default and acceleration against the outstanding amount of US$10.1 million. There is no recourse to fastjet or the Continuing Group.

There are also two guarantees in place relating to the Angola operation. fastjet Aviation Limited issued guarantees to Aircraft Solutions (in respect of Castle lake aircraft under operating leases for Angola) and African Export Import Bank (in respect of the financing of aircraft for each of Ghana and Angola). The potential liabilities for fastjet Aviation Limited are approximately US$7.4 million and US$6 million, respectively.

The Group is exposed to macro-economic factors Significant changes in the macroeconomic environment can have an impact on Group markets, exchange rates and fuel pricing. The financial records of the Group will be maintained in US dollars. However, a portion of the Group’s revenues and costs are denominated in other currencies. Hence, changes in currency exchange rates may negatively affect the monetary value of such revenues and costs. Converting revenues will also incur costs for the Group.

The Group is exposed to IT infrastructure risks The Group’s IT infrastructure and environment are at risk as the Company is dependent on external support. As the Company grows there is a risk that the infrastructure does not grow in line with the Company’s requirements. The risk of cyber-attack is always present and requires careful management.

The Group is obliged to comply with health and safety and environmental regulations and cannot guarantee that it will be able to comply with these regulations The Group’s operations are subject to laws and regulations relating to the protection of human health and safety and the environment. Failure, whether inadvertent or otherwise, by the Group to comply with applicable legal or regulatory requirements may give rise to significant liabilities. The Group’s health, safety and environment policy will be to observe local and national, legal and regulatory requirements and generally to apply best practice where local legislation does not exist.

Economic, political, judicial, administrative, taxation or other regulatory matters. The Group may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors, as well as other unforeseen matters. Business continuity may be at risk due to economic and political uncertainty in the countries in which the Group operates.

Risks relating to investing in Africa The Group’s business is reliant on continued improvement in the economies of those countries in which it currently operates and those countries into which it may expand in the future The Group will only be able to fully achieve its objectives in the event that the economies of the countries in which it invests continue to improve and that there is no material adverse decline in those economies. At present, many countries in Africa are facing socio-economic difficulties including foreign currency shortages, disease, civil unrest, unemployment and shortages of food, manufactured goods and fuel. As a result, an investment in the Group is high risk and only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such an investment, or other investors who have been professionally advised with regard to investment, and who have sufficient resources to be able to bear any losses which may arise therefrom (which may be equal to the whole amount invested). Such an investment should be seen as complementary to existing investments in a wide variety of other financial assets and should not form a major part of an investment portfolio. Investors should not consider investing in the Group unless they already have a diversified investment portfolio and are willing to risk total loss of their investment.

Foreign companies wishing to invest in certain African countries including those in which the Group operates and/or may operate in the future may be obliged to obtain prior clearance and approvals to do so from the relevant regulatory authorities in those countries, and failure to obtain or in the case of existing investments to retain such clearances will significantly impair the Group’s ability to achieve its objectives Foreign companies wishing to invest in many African countries may be required to obtain prior clearance and approvals from the regulatory authorities in those countries. The regulations of the central banks of

many African countries provide that shares in locally registered companies may, in certain circumstances, only be issued to a foreign resident with the approval of the relevant central bank. Prior to the Group or any subsidiary, as a foreign company, making any new investment or expanding a current business into a new country in Africa it may need to seek and be granted an investment certificate pursuant to any applicable central bank regulations.

There is no guarantee that the Group will be successful in obtaining such approvals and clearance or that any existing approvals and clearances will not be revoked or withdrawn.

Many African countries currently have severe socio-economic hardship and political instability which may prevent the Group from achieving its objectives Many countries in Africa, including those in which the Group currently operates and those in which it may invest in the future or into which it may expand its existing business, are experiencing or may in the future experience severe socio-economic hardship and political instability, including political unrest and governmental change.

The social, economic and political conditions found in many countries in Africa may adversely affect the Group’s ability to expand and develop its existing businesses and could have a material adverse effect on the financial condition, results of operations and share price of the Group. The projects carried out by the Group are subject to local laws, and the financial position of the Group may be adversely affected by governmental regulations, policies and directives relating to currency exchange controls, investment approvals, land ownership, expropriation of property, repatriation of income, taxation, export controls, employee relations, environmental legislation and other matters. If the Group cannot obtain or maintain the necessary permits, authorisations or agreements to implement planned projects or continue its existing operations under conditions or within time frames that make such plans and operations economically feasible, or if legal or fiscal regimes or the governing political authority change materially, the Group may not be able to achieve its objectives.

Political unrest in African countries could result in governmental change, which may affect the Group’s ability to achieve its objectives.

Foreign currency controls and hard currency shortages in some African countries may negatively affect the Group’s financial condition and prospects Some countries in Africa in which the Group operates or may operate in the future currently face acute foreign currency shortages which may negatively affect the Group’s prospects, and prevent conversion into the Group’s reporting currency, US Dollars. Due in part to restrictions on currency exchange and a resulting shortage of foreign currency, local companies may be unable to import essential raw materials and external suppliers may demand pre-payments for any supplies when dealing with African companies.

Local companies may be unable to import machinery and equipment as well as spares required to improve production.

The Group or entities in which it invests may face a similar situation. While in most African countries foreign shareholders are permitted to remit full dividends declared from current after-tax trading profits, these remittances are subject to approval by the relevant central banks or an authorised dealer of the relevant central bank and confirmation that no recourse to local borrowing will be necessary.

Although the Group may be able to remit 100 per cent. of any dividends which it may pay in the future, the ability to do so will be dependent on the availability of foreign currency in the countries in which it has companies or businesses seeking to declare dividends and the central banks’ willingness to prioritise the remittance of the foreign currency component of the Group’s dividend.

Lack of sufficient foreign currency or failure to obtain any necessary approval and confirmation will result in the inability of the Group and/or any subsidiaries to pay dividends.

The implementation of economic empowerment legislation requiring minimum local shareholder participation may negatively affect the Group’s financial condition, results of operations, and share price. Many countries in Africa in which the Group operates have either already introduced or are proposing to introduce legislation with the intention of economically empowering local citizens. The legislation typically requires minimum percentage participation by local shareholders in the equity of the businesses operated in those countries. If fully implemented in all the countries in Africa in which the Group operates, the Group may be unable to obtain or retain majority control of businesses, which may jeopardise its investment plans and adversely affect its financial position. In addition, any majority owned investments by the Group could be subject to forced sale or confiscation in order to achieve compliance with the foreign ownership limitations contained in any applicable legislation.

Whilst legislation of this type has not had a material effect on the Group to date and it is not aware of any current proposals which might impact the Group. The Group is aware that policies of this type are considerations for any business carrying on activities within emerging markets such as Africa.

Local economic factors may prevent the Group from achieving its investment objectives Local government, municipal bodies and utility providers in those countries in Africa in which the Group operates have in the past experienced financial strain in the current economic environment and may do so in the future. This situation can give rise to, among other things, shortages of power and municipal water supplies and telecommunications difficulties. These risks may potentially adversely affect future operations.

Statutory restrictions on repatriating funds by foreign investors may negatively affect the Group’s ability to exit investments or pay dividends and may adversely affect the Group’s ability to have such funds returned in the currency converted. If the Group wishes to divest through sale or transfer of its interest in a locally registered company to a local or foreign investor, the Group may need to seek permission from the relevant central bank both to proceed with the transfer or sale and for any repatriation of the proceeds outside the country in which it is operating, prior to the transaction taking place. Any repatriation may be subject to the availability of foreign currency. In certain countries central banks do not usually permit payment to be made onshore where two foreign parties are involved. In addition, if a locally registered company or resident individual wishes to acquire the shares of another locally registered company by utilising a foreign loan, central bank approval may be required.

Investment capital may usually only be repatriated to foreign investors at such time as the investor disinvests from the country in which it has been operating. The Group cannot guarantee that it will be permitted to have existing or future loans repaid by subsidiaries.

The Group currently has US$2.7 million of cash that is trapped in Zimbabwe. In addition, it has a further US$3.2 million of cash deposited with third parties, which will only be capable of being released following the settlements of a hard currency debt and provision of proof of on-time payments for fuel. There is no guarantee that the Group will be able to free this trapped cash from Zimbabwe.

The Group’s investments may be affected by shortages in raw materials and skilled employees Some countries in Africa in which the Group operates or may operate in the future experience critical shortages in the supply of raw materials and skilled labour. Such shortages may impact both current business and investments or acquisitions made by the Group. The inability to obtain sufficient amounts of raw materials and to retain, recruit or adequately compensate skilled employees may result in delays in projects, costs exceeding the project’s budget or the project being abandoned and, consequently, may have a material adverse effect on the Group’s businesses, financial condition and results of operations.

Infrastructure in some African countries is in a poor state and there are numerous interruptions to power and communication systems The state of infrastructure in Africa falls considerably below the standard of more developed countries.

Roads are generally in a poor state of repair; power and communications sectors are subject to frequent and prolonged outages, have numerous problems such as poor infrastructure, low connection rates,

inadequate power generation capacity, lack of capital for investment and inappropriate industry and market structure. In particular, a lack of funding has left both the communication and power sectors without capacity to remunerate existing service providers, purchase additional resources and improve or maintain supporting infrastructure. The poor infrastructure, especially in the power sector, has led to an increase in the cost of doing business in Africa, as most organisations incur high costs investing in the acquisition of power facilities which are used to ensure a steady supply of electricity, in an attempt to minimise the losses resulting from the frequent power outages. Consequently, the Group may incur costs to maintain and secure the infrastructure necessary to maintain its investments which may impact negatively on the Group’s businesses, financial condition and results of operations.

Legal systems in Africa are less developed than other more developed regions of the world and, accordingly, it may be difficult to obtain swift and equitable enforcement of rights Most of the countries in which the Group operates have a less developed legal system than more established economies, which may result in risks such as: l potential difficulties in obtaining effective legal redress in their courts, whether in respect of a breach of law or regulation, or in an ownership dispute; l inability to conduct an efficient or comprehensive search of threatened, pending, or past suits against any entity (as searches may require a manual search of the records or docket of each court individually); l a higher degree of discretion on the part of governmental authorities; l the lack of judicial or administrative guidance on interpreting applicable rules and regulations; l inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; l new laws may be applied retroactively or retrospectively; l the enactment of new laws or directives is often unpredictable; l the courts have broad discretion in dealing with violations of law and regulations, including levying fines, and/or revoking business and other licences; or l relative inexperience of the judiciary and courts in certain matters.

In addition, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business which may be susceptible to revision or cancellation, as a result of which legal redress may be uncertain or delayed. There can be no guarantee that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of, and enforcement of, such arrangements in these jurisdictions cannot be assured.

Crime and governmental or business corruption could significantly disrupt the Group’s ability to conduct its business and could materially adversely affect the Group’s financial condition, results of operations and share price The Group operates and conducts business in countries in Africa which have in the past experienced and are currently experiencing high levels of corruption and other criminal activity. Businesses may be subject to the influences of criminal elements or other forms of corruption. The Group may have to cease or alter certain activities or liquidate certain investments as a result of criminal threats or activities. Legal rights may be difficult to enforce in the face of corruption. The Group seeks to maintain close oversight on all external contracts with a strong focus on legal governance and compliance and includes appropriate anti-bribery and corruption restrictions in its contractual relationships with supplier and related parties. However, prospective counterparties to the Group may seek to structure transactions in an irregular fashion, to evade fiscal or legal requirements. They may also deliberately conceal information from the Group and its advisers or provide inaccurate or misleading information.

The Group may in the future be the subject of press speculation, government investigations and other accusations of corrupt practices or illegal activities, including improper payments to individuals of influence under anti-bribery regulations. The Group’s policy has a zero tolerance approach to bribery and corruption

and mandates strict compliance with internal policies and applicable laws which prohibit improper payments to government officials or other businesses or persons.

Operation in developing nations exposes the Group to the risks of fraud and corruption By its operation in a number of emerging nations, the Group is exposed to the risks of fraud and corruption both internally and externally. The Group’s operations are geographically diverse and handle significant quantities of cash, which may make fraudulent or accidental transactions difficult to detect. In addition, some of the Group’s activities are located in countries where corruption is generally understood to exist.

The Group seeks to comply fully with legislation such as the US Foreign Corrupt Practices Act and the UK’s Bribery Act 2010 and has put in place internal control policies and external diligence and compliance policies. However, there can be no assurance that such procedures and established internal controls will adequately protect it against fraudulent and/or corrupt activity and such activity could have an adverse effect on the Group’s business, reputation, results of operations, financial condition and/or prospects.

There is a risk that the Group or one or more of its subsidiaries will be directly or indirectly affected by reason of force majeure events, a terrorist attack, an armed conflict or a civil war There is a risk that the Group or one or more of its subsidiaries will be, directly or indirectly, affected by events such as war, civil war, riot or armed conflict, guerrilla activity, radioactive, chemical or biological contamination, pressure waves and acts of terrorism which are outside their control and generally not covered by insurance. In particular, the political situation in certain African countries in which the Group operates is uncertain. Such events could have a variety of adverse consequences for the Group, including risks and costs related to the destruction of an asset owned or used by a subsidiary company, inability to use one or more such assets for their intended uses for an extended period, decline in income or asset (and therefore investment) value, and injury or loss of life, as well as litigation related thereto.

More widely, terrorist attacks and ongoing military and related action throughout the world could have significant adverse effects on the world economy, securities, bond and infrastructure markets and the availability and cost of maintaining insurance.

Competition for acquisition opportunities in Africa may increase generally over time Although the Group is aware of only a few companies of comparable size that currently share its focus on operating an airline in Africa, there can be no guarantee that further competitors may not arise in response to the market opportunity in the region. The Group can offer no guarantee that competition will not deprive it of attractive investment opportunities or materially increase the cost of winning such opportunities, or that this would not have a material adverse effect on the Group’s businesses, financial condition and results of operations.

The Group’s operations are subject to potential losses that may not be covered by insurance There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war that may be uninsurable or not economically insurable. Inflation, changes in ordinances, environmental considerations, and other factors, including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a business if it is damaged or destroyed. Under such circumstances, the insurance proceeds might not be adequate to restore the Group’s economic position.

Should an uninsured loss or a loss in excess of insured limits occur, the Group could lose capital invested in the affected asset as well as anticipated future income from that business. In addition, the Group could be liable to repair damage caused by uninsured risks. The Group may also remain liable for any debt or other financial obligation related to that asset. No guarantee can be given that material losses in excess of insurance proceeds will not occur in the future.

Risks associated with emerging and developing markets Disruptions in the international and domestic capital markets may lead to reduced liquidity and increased credit risk premiums for certain market participants and may result in a reduction of available financing. Companies located in countries in the emerging markets may be particularly susceptible to these disruptions and reductions in the availability of credit or increases in financing costs, which could result in them experiencing financial difficulty. In addition, the availability of credit to entities operating within the emerging

and developing markets is significantly influenced by levels of investor confidence in such markets as a whole and as such any factors that impact market confidence (for example, a decrease in credit ratings, state or central bank intervention in one market or terrorist activity and conflict) could affect the price or availability of funding for entities within any of these markets.

Emerging market economies may be adversely affected by market downturns and economic slowdowns elsewhere in the world. As has happened in the past, financial problems outside countries with emerging or developing economies or an increase in the perceived risks associated with investing in such economies could dampen foreign investment in, and adversely affect the economies of, these countries.

In addition, ongoing terrorist activity and armed conflicts in North Africa, the Middle East and elsewhere have also had a significant effect on international finance and commodity markets. Any future national or international acts of terrorism or armed conflicts could have an adverse effect on the financial and commodities markets and the wider global economy. Any acts of terrorism or armed conflicts in countries in which the Group operates or may operate could adversely affect the Group’s business, financial condition, results of operations or prospects.

Investors in emerging markets should therefore be aware that these markets are subject to greater risk than more developed markets, including in some cases significant legal, fiscal, economic and political risks.

Accordingly, investors should exercise particular care in evaluating the risks involved in an investment in the Company and must decide for themselves whether, in the light of those risks, their investment is appropriate. Generally, investment in emerging and developing markets is suitable only for sophisticated investors who fully appreciate the significance of the risks involved. Investors are urged to consult with their own legal and financial advisers before making an investment in the Ordinary Shares.

Political situation The political situation in certain emerging markets may introduce a degree of risk with respect to the Group’s activities. Risks may include, among other things, labour disputes, delays or invalidation of governmental orders and permits, corruption, uncertain political and economic environments, civil disturbances and terrorist actions, arbitrary changes in laws or policies, foreign taxation and exchange controls, limitations on foreign ownership, limitations on the repatriation of earnings, infrastructure limitations and increased financing costs.

The Group’s activities may require protracted negotiations with the host government, national energy companies and third parties and may be subject to economic and political considerations such as the risks of war, actions by terrorist or insurgent groups, community disturbances, expropriation, nationalisation, renegotiation, forced change or nullification of existing contracts or royalty rates, unenforceability of contractual rights, changing taxation policies or interpretations, adverse changes to laws (whether of general application or otherwise) or the interpretation thereof, foreign exchange restrictions, inflation, changing political conditions, the death or incapacitation of political leaders, local currency devaluation, currency controls, and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, the local jurisdiction. Any of these factors detailed above or similar factors could have a material adverse effect on the Group’s business, results of operations or financial condition. If a dispute arises in connection with operations, in developing countries, the Group may be subject to the exclusive jurisdiction of foreign courts or foreign arbitration tribunals or may not be successful in subjecting foreign persons, especially governments and nationalised industries, to the jurisdiction of England and Wales.

Market risks Risks relating to the Ordinary Shares Conditionality of the Placing, the Open Offer and the Solenta Investment The Placing, the Open Offer and Solenta Investment are conditional upon, among other things, Admission. In the event that any condition to which Admission is subject is not satisfied or, if capable of waiver, waived, Admission will not be implemented.

Volatility of share price The price at which the Ordinary Shares trade may be highly volatile. In addition, international stock markets have from time to time experienced significant price and volume fluctuations that affect the market prices for securities. These fluctuations are likely to recur so that fluctuations in the price of Ordinary Shares may be unrelated to the Company’s operating performance or prospects. General economic, political and market conditions may materially adversely affect the Company’s share price. Furthermore, the Company’s operating results and prospects may from time to time be below the expectations of management, market analysts and investors. Any of these events could result in a material decline in the price of Ordinary Shares.

Lack of dividends The Company may retain any future earnings for the business and may not pay any dividends until the Directors consider it financially prudent to do so.

Directors’ discretion as to the use of working capital There can be no assurance that the Directors will apply the resources available to the Company in a way which improves the Company’s financial performance.

Marketability The value of the Ordinary Shares may go down as well as up, and an investor in the Company may not recover the amount invested. The Ordinary Shares are not listed on the official list maintained by the UK Listing Authority and, although the Ordinary Shares are traded on AIM, this should not be taken as implying that there will be a liquid market in Ordinary Shares. Accordingly, in certain circumstances, an investment in the Company may be difficult to realise.

Taxation Risk This circular has been prepared in accordance with current UK tax legislation, practice and concession and interpretation thereof. Any change in the Company’s tax status or in taxation legislation could affect the Company’s ability to provide returns to its shareholders or alter post tax returns to its shareholders. Statements in this circular concerning the taxation of investors in Ordinary Shares are based on current tax law and practice which is subject to change. The taxation of an investment in the Company depends on the individual circumstances of investors.

Risks relating to Open Offer entitlements If a Qualifying Shareholder does not take up his entitlement under the Open Offer, his interest in the Company will be further diluted.

THIS LIST SHOULD NOT BE CONSIDERED AN EXHAUSTIVE STATEMENT OF ALL POTENTIAL RISKS AND UNCERTAINTIES.

PART IV

TERMS AND CONDITIONS OF THE OPEN OFFER

To Qualifying Shareholders

1 Introduction As explained in Part I (Letter from the Chairman) of this circular, the Company is proposing to issue up to 417,160,154 new Ordinary Shares pursuant to the Open Offer to raise up to US$5.3 million, assuming a full take-up. Upon completion of the Open Offer, assuming a full take-up, the Open Offer Shares will represent approximately 10.0 per cent. of the Enlarged Share Capital. Qualifying Shareholders are being offered the opportunity under the Open Offer to acquire Open Offer Shares at the Issue Price, being the same price per share as new Ordinary Shares to be issued under the Equity Refinancing.

The Placing Shares, which represent approximately 21.6 per cent. of the maximum Enlarged Share Capital, have been placed firm with institutional and other investors at the Issue Price; the Solenta Investment Shares, which represent approximately 54.3 per cent. of the maximum Enlarged Share Capital, have been subscribed for by Solenta at the Issue Price; the Liberum Shares, which represent approximately 3.8 per cent. of the maximum Enlarged Share Capital, have been issued to Liberum at the Issue Price, and neither the Placing Shares nor the Solenta Investment Shares nor the Liberum Shares are being offered to Qualifying Shareholders and do not form part of the Open Offer.

The Issue Price represents a discount of 39 per cent. to the closing price of 1.65 pence per Existing Ordinary Share on 16 November 2018.

A summary of the arrangements relating to the Open Offer is set out below.

This document and, for Qualifying Non-CREST Shareholders only, the Application Form contains the formal terms and conditions of the Open Offer. Your attention is drawn to paragraph 4 (Procedure for application and payment) of this Part IV (Terms and Conditions of the Open Offer) which gives details of the procedure for application and payment for the Open Offer Shares.

The latest time for applications under the Open Offer to be received is 10.00 a.m. on 7 December 2018. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are further set out below in this Part IV (Terms and Conditions of the Open Offer).

Any Qualifying Shareholder who has sold or transferred all or part of his/her registered holding(s) of Existing Original Shares before the date that the Existing Ordinary Shares are marked “ex-entitlement” is advised to consult his/her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for the Open Offer Shares under the Open Offer may be a benefit which may be claimed from him/her by the purchasers under the rules of the London Stock Exchange.

2 The Open Offer Subject to the fulfilment of the terms and conditions referred to below and, where relevant, set out in the Application Form, Qualifying Shareholders are hereby invited to apply for Open Offer Shares at the Issue Price, payable in full in cash on application, free of all expenses, on the basis of:

57 Open Offer Shares for every 10 Existing Ordinary Shares held at the Record Date and so in proportion for any other number of Ordinary Shares then held.

Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer.

Fractions of Open Offer Shares will not be allotted, each Qualifying Shareholder’s entitlement being rounded down to the nearest whole number. The fractional entitlements may be aggregated and sold for the benefit of the Company.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST.

No arrangement will be put in place to allow Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements.

Not all Shareholders will be Qualifying Shareholders. Overseas Shareholders who are located in, or who are citizens of, or have a registered address in certain overseas jurisdictions (including, without limitation, any Restricted Jurisdiction) will not qualify to participate in the Open Offer. The attention of Overseas Shareholders or any person (including without limitation a custodian, nominee or trustee) who has a contractual or other legal obligation to forward this circular into a jurisdiction other than the United Kingdom is drawn to paragraph 7 (Overseas Shareholders) below. In addition, any Shareholder who participates (or is afforded the opportunity to participate in the Placing but chooses not to participate) in the Placing and Solenta who will be subscribing for the Solenta Investment Shares at the Issue Price, will not qualify to participate in the Open Offer.

Qualifying non-CREST Shareholders will have received an Application Form with this circular which sets out their entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them. If you have received an Application Form with this circular, please refer to paragraph 4.1 (Procedure for application and payment) to 8 (Admission, settlement and dealings) of this Part IV (Terms and Conditions of the Open Offer).

Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 22 November 2018. If you hold your Ordinary Shares in CREST and have received a credit of Open Offer Entitlements to your CREST stock account, please refer to paragraph 4.2 (Procedure for application and payment) and paragraphs 5 (Money Laundering Regulations) to 8 (Admission, settlement and dealings) of this Part IV (Terms and Conditions of the Open Offer) and also to the CREST Manual for further information on the CREST procedures referred to below.

The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the Open Offer Shares on AIM will commence at 8.00 a.m. on 10 December 2018.

The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the Open Offer Shares; all of such shares, when issued and fully paid, may be held and transferred by means of CREST.

Application has been made for the Open Offer Entitlements in respect of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to and enabled for settlement in, CREST at 8.00 a.m. on 22 November 2018. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

The Open Offer Shares will be issued fully paid and will be identical to, and rank pari passu in all respects with, the Existing Ordinary Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue of the Open Offer Shares.

The Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, entitlements to Open Offer Shares will neither be tradeable nor sold in the market.

Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under

the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear’s Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded.

Before making any decision to acquire Open Offer Shares, you are asked to read and carefully consider all of the information in this circular, including in particular the important information set out in Part I (Letter from the Chairman), Part III (Risk Factors) as well as this Part IV (Terms and Conditions of the Open Offer) of this circular. The Open Offer is not underwritten.

If for any reason it becomes necessary to adjust the expected timetable as set out in this circular the Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.

3 Conditions and further terms of the Open Offer The Open Offer is conditional on the Equity Refinancing becoming or being declared unconditional in all respects and not being terminated before Admission.

The principal conditions to the Open Offer are as follows: l the Solenta Subscription Letter having become unconditional and not being terminated prior to Admission; l the Placing Agreement having become unconditional and not being terminated prior to Admission; and l Admission becoming effective by not later than 8.00 a.m. on 10 December 2018 (or such later time and/or date as Liberum and the Company may agree (not being later than 8.00 a.m. on 24 December 2018)).

Accordingly, if these conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and any applications made by Qualifying Shareholders will be rejected. In such circumstances, application monies will be returned (at the applicant’s sole risk), without payment of interest, as soon as practicable thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

No temporary documents of title will be issued in respect of Open Offer Shares held in uncertificated form. Definitive certificates in respect of Open Offer Shares taken up are expected to be posted to those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated form in the week commencing 17 December 2018.

Further terms of the Open Offer are set out in this Part IV (Terms and Conditions of the Open Offer) and, in respect of Qualifying non-CREST Shareholders, in the Application Form.

4 Procedure for application and payment Save as provided in paragraph 7 (Overseas Shareholders) of this Part IV (Terms and Conditions of the Open Offer) in relation to Overseas Shareholders, the action to be taken by you in respect of the Open Offer depends on whether at the relevant time you have an Application Form in respect of your entitlement under the Open Offer or you have Open Offer Entitlements credited to your CREST stock account in respect of such entitlement.

Qualifying Shareholders who hold part of their Existing Ordinary Shares in uncertificated form on the Record Date and who take up Open Offer Shares under their entitlement will be allotted Open Offer Shares in uncertificated form to the extent that their entitlement to Open Offer Shares arises as a result of holding Existing Ordinary Shares in uncertificated form. Further information on deposit into CREST is set out in paragraph 4.2.5 of this Part IV (Terms and Conditions of the Open Offer).

CREST sponsored members should refer to their CREST Sponsor, as only their CREST Sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open

Offer in respect of their Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.

4.1 If you have an Application Form in respect of your entitlement under the Open Offer A Qualifying non-CREST Shareholder who does not wish to apply for any of the Open Offer Shares to which he or she is entitled should not return a completed Application Form to the Receiving Agents. However, you are encouraged to vote at the General Meeting by completing and returning the enclosed Form of Proxy.

4.1.1 General Each Qualifying non-CREST Shareholder will have received an Application Form accompanying this circular. The Application Form shows the number of Existing Ordinary Shares registered in the relevant Qualifying non-CREST Shareholder’s name at the close of business on the Record Date. It also shows the number of Open Offer Shares for which such relevant Qualifying non-CREST Shareholder is entitled to apply under the Open Offer, calculated on the basis set out in paragraph 2 (The Open Offer) of this Part IV (Terms and Conditions of the Open Offer), above. Qualifying non-CREST Shareholders may also apply for less than their maximum Open Offer Entitlements.

No arrangement will be put in place to allow Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements.

Fractions of Open Offer Shares will not be allotted, each Qualifying Shareholder’s entitlement being rounded down to the nearest whole number. Fractions (if any) of Open Offer Shares may be aggregated and sold for the benefit of the Company.

The instructions and other terms which are set out in the Application Form constitute part of the terms of the Open Offer.

4.1.2 Market claims Applications for Open Offer Shares may only be made on the Application Form and may only be made by the Qualifying Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked “ex” the entitlement to the Open Offer by AIM, being 21 November 2018. Application Forms may be split up to 3.00 p.m. on 5 December 2018.

The Application Form represents a right personal to the Qualifying non-CREST Shareholder to apply to subscribe for Open Offer Shares. It is not a document of title nor a negotiable document and it cannot be separately traded. It is assignable or transferable only to satisfy bona fide market claims in relation to purchases in the market pursuant to the rules and regulations of the London Stock Exchange.

A Qualifying non-CREST Shareholder who has sold or transferred all or part of his holding of existing Ordinary Shares prior to 21 November 2018, being the date upon which the Existing Ordinary Shares were marked “ex” the entitlement to the Open Offer by AIM, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty pursuant to the rules of the London Stock Exchange. Qualifying Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 10 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however, subject to certain exceptions, be forwarded to or transmitted in or into any of the Restricted Jurisdictions or to US Persons.

If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled

in CREST, the beneficiary of the claim should follow the procedures set out in paragraph 4.2.2 (Market Claims) below.

4.1.3 Application procedures Applications for Open Offer Shares by Qualifying non-CREST Shareholders may only be made on the Application Form, which is personal to the Qualifying non-CREST Shareholder(s) named on it and is not capable of being split, assigned or transferred except in the circumstances described below.

Application Forms may be split up to 3.00 p.m. on 5 December 2018 but only to satisfy bona fide market claims. Qualifying non-CREST Shareholders who have before the “ex” entitlement date sold or transferred all or part of their shareholdings are advised to consult their stockbroker, bank or agent through whom the sale or transfer was effected or another professional adviser authorised under the FSMA as soon as possible, since the invitation to apply for Open Offer Shares may represent a benefit which can be claimed from them by the purchaser(s) or transferee(s) under the rules of the London Stock Exchange.

If you are a Qualifying non-CREST Shareholder and wish to apply for all or some of your entitlement to Open Offer Shares under the Open Offer you should complete and sign the Application Form in accordance with the instructions on it and send it, together with the appropriate remittance, by post or by hand (during normal business hours only) to the Company’s UK Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD so as to arrive no later than 10.00 a.m. on 7 December 2018. A reply paid envelope is enclosed for use by Qualifying non-CREST Shareholders in connection with the Open Offer. Your Application Form will not be valid unless you sign it.

Qualifying non-CREST Shareholders who submit a valid application using the Application Form and accompanying payment will (subject to the terms and conditions set out in this Part IV (Terms and Conditions of the Open Offer) and in the Application Form) be allocated the Open Offer Shares applied for in full at the Issue Price (subject to the Company’s discretion to accept or reject any application for any Open Offer Shares).

Applications will be irrevocable and, once submitted, may not be withdrawn and their receipt will not be acknowledged. The Company reserves the right to treat any application not strictly complying with the terms and conditions of application as nevertheless valid. Multiple applications will not be accepted.

If any Application Form is sent by first class post within the United Kingdom, Qualifying non- CREST Shareholders are recommended to allow at least five (5) days for delivery. The Company may in its absolute discretion elect to accept Application Forms and remittances after 10.00 a.m. on 7 December 2018. The Company may also (in its sole discretion) elect to treat an Application Form as valid and binding on the person(s) by whom or on whose behalf it is lodged, even if it is not completed in accordance with the relevant instructions, or if it does not strictly comply with the terms and conditions of application. Applications will not be acknowledged. The Company also reserves the right (but shall not be obliged) to accept applications in respect of which remittances are received prior to 10.00 a.m. on 7 December 2018 from an authorised person (as defined in FSMA) specifying the number of Open Offer Shares concerned, and undertaking to lodge the relevant Application Form in due course.

4.1.4 Incorrect or incomplete applications If an Application Form encloses a payment for an incorrect sum, the Company through Neville Registrars reserves the right: (a) to reject the application in full and refund the payment to the Qualifying non-CREST Shareholder in question; (b) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Issue Price, refunding any unutilised sum to the Qualifying non-CREST Shareholder in question (without interest); and

(c) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the Application Form, refunding any unutilised sum to the Qualifying non-CREST Shareholder in question (without interest).

4.1.5 Payments All payments must be in pounds sterling and cheques or duly endorsed banker’s drafts should be made payable to “Neville Registrars Ltd re: Clients’ Account” and crossed “A/C payee only”. Cheques must be drawn on the personal account of the individual investor to which they have sole or joint title to the funds and must be drawn on an account at a branch or a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner. Third party cheques will not be accepted with the exception of Building Society cheques or bankers’ drafts where the Building Society or bank has confirmed the name of the account holder by stamping and endorsing the Building Society cheque or bankers’ draft on the reverse to such effect.

Cheques will be presented for payment upon receipt. The Company reserves the right to instruct the Registrars to seek special clearance of cheques to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest earned on such payments will accrue for the benefit of the Company. It is a term of the Open Offer that cheques shall be honoured on first presentation, and the Company may elect in its absolute discretion to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and banker’s drafts sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.

Application monies will be paid into a separate bank account pending the Open Offer becoming unconditional. In the event that it does not become unconditional by 8.00 a.m. on 10 December 2018 or such later time and date as the Company shall agree (being no later than 8.00 a.m. on 24 December 2018), the Open Offer will lapse and application monies will be returned by post to Applicants, at the Applicants’ risk and without interest, to the address set out on the Application Form, within 14 days thereafter.

The Company shall as soon as possible refund any payment received with respect to an application for a number of Open Offer Shares in respect of an Open Offer Entitlement which has been rejected in whole or in part by the Company.

If Open Offer Shares have already been issued to a Qualifying non-CREST Shareholder and such Qualifying non-CREST Shareholder’s cheque or a duly endorsed banker’s draft is not honoured upon first presentation or such Qualifying non-CREST Shareholder’s application is subsequently otherwise deemed to be invalid, the Company shall arrange (in its absolute discretion as to manner, timing and terms) to make arrangements for the sale of such Qualifying non-CREST Shareholder’s Open Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. None of the Registrars, the Company or any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying non-CREST Shareholders.

4.1.6 Effect of application All documents and remittances sent by post by or to an Applicant (or as the Applicant may direct) will be sent at the Applicant’s own risk. By completing and delivering an Application Form, you (as the Applicant(s)): (a) represent and warrant to the Company that you have the right, power and authority, and have taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise your rights, and perform your obligations under any contracts

resulting therefrom and that you are not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis; (b) agree that all applications, and contracts resulting therefrom, under the Open Offer shall be governed by, and construed in accordance with, the laws of England and Wales; (c) request that the Open Offer Shares to which you will become entitled be issued to you on the terms set out in this circular and the Application Form, subject to the memorandum and Articles; (d) confirm to the Company that in making the application you are not relying on any information or representation other than that contained in this circular, and you accordingly agree that no person responsible solely or jointly for this circular or any part thereof shall have any liability for any such information or representation not so contained and that having had the opportunity to read this circular you will be deemed to have notice of all the information concerning the Group and the Ordinary Shares contained within this circular; (e) confirm that in making the application you are not relying on and have not relied on the Company or Liberum or any person affiliated with the Company or Liberum in connection with any investigation of the accuracy of any information contained in this circular or your investment decision; (f) represent and warrant to the Company that you are a Qualifying Shareholder originally entitled to the Open Offer Entitlements or that, if you have received some or all of your Open Offer Entitlements from a person other than the Company, you are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim; (g) represent and warrant to the Company that you are not a citizen or resident of a Restricted Jurisdiction or any other jurisdiction in which the application for Open Offer Shares is prevented by law, and are not applying on behalf of any Shareholder who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction, and you are not applying with a view to re- offering, re-selling, transferring or delivering any of the Open Offer Shares which are the subject of this application to, or for the benefit of, a Shareholder who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction except where proof satisfactory to the Company has been provided to the Company and that he is able to accept the invitation by the Company of any requirement which it (in its absolute discretion) regards as unduly burdensome; (h) represent and warrant to the Company as follows: (i) you have not received the Application Form or any other document relating to the Open Offer in an Restricted Jurisdiction, nor have you mailed, transmitted or otherwise distributed or forwarded any such document in or into a Restricted Jurisdiction; (ii) you are not and were not located in a Restricted Jurisdiction at the time you accepted the Application Form or at the time you returned the Application Form; and (iii) if you are acting in a fiduciary, agency or other capacity as an intermediary, then either (I) you have full investment discretion with respect to the Open Offer Shares covered by the Application Form or (II) the person on whose behalf you are acting was located outside a Restricted Jurisdiction at the time he or she instructed you to submit the Application Form; (i) represent and warrant to the Company that you are not and nor are you applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in Section 93 (depository receipts) or Section 96 (clearance services) of the Finance Act 1986; (j) acknowledge that the Existing Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules of AIM (the “Exchange Information”), and that you are able to obtain or access the Exchange Information without undue difficulty. None of the Company or Liberum nor any person acting on their behalf nor any of their respective affiliates nor any of their respective directors, officers, employees, agents, partners or professional advisers

has or shall have any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in the Exchange Information, any other information made available by or on behalf of the Company or made publicly available by the Company on its website, by press release, by public filing or otherwise or any other information, provided that nothing in this paragraph excludes the liability of any person for fraud made by that person; and (k) represent and warrant to the Company that the purchase by you of Open Offer Shares does not trigger in the jurisdiction in which you are resident: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; or (ii) any disclosure reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company; or (iv) the requirement for the Company to take any other action.

If you are unable to provide such representations and warranties you will be deemed not to have validly submitted an application for Open Offer Shares, save in the discretion of the Company and subject to certain conditions.

You should note that applications for Open Offer Shares will be irrevocable. The Company reserves the right (but shall not be obliged) to treat any application not strictly complying in all respects with the terms and conditions of application as nevertheless valid.

4.1.7 Enquiries If you are in doubt whether or not you should apply for any of the Open Offer Shares under the Open Offer, you should consult your independent financial adviser immediately.

Please note that the Registrars cannot provide financial advice on the merits of the Open Offer or as to whether or not you should take up your entitlement to Open Offer Shares under the Open Offer.

All enquiries in relation to the procedure for application for Qualifying non-CREST Shareholders under the Open Offer should be addressed to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD or by telephone on 0121 585 1131. Calls are charged at your provider’s rate and may vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

4.2 If you have Open Offer Entitlements credited to your stock account in CREST in respect of your entitlement under the Open Offer

A Qualifying CREST Shareholder who does not wish to apply for any of the Open Offer Shares to which he or she is entitled do not need to take any action. However, you are encouraged to vote at the General Meeting by completing and returning the enclosed Form of Proxy.

4.2.1 General Subject as provided in paragraph 7 (Overseas Shareholders) of this Part IV (Terms and Conditions of the Open Offer) in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlements equal to the maximum number of Open Offer Shares for which he is entitled to apply under the Open Offer. Qualifying CREST Shareholders may also apply for less than their maximum Open Offer Entitlements.

No arrangement will be put in place to allow Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements.

The CREST stock account to be credited will be an account under the Participant ID and Member Account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated.

If for any reason the Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited on 22 November 2018 or such later time as the Company may decide, an Application Form will be sent out to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to his stock account in CREST. In these circumstances the expected timetable as set out in this circular will be adjusted as appropriate and the provisions of this circular applicable to Qualifying non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms. Qualifying CREST Shareholders who wish to apply for some or all of their entitlements to Open Offer Shares should refer to the CREST Manual for further information on the CREST procedures referred to below.

If you are a CREST sponsored member you should consult your CREST Sponsor if you wish to apply for Open Offer Shares as only your CREST Sponsor will be able to take the necessary action to make this application in CREST.

4.2.2 Market claims The Open Offer Entitlements will have separate ISIN/SEDOL numbers and will constitute separate securities for the purposes of CREST. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as “cum” the Open Offer Entitlement will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be transferred accordingly.

4.2.3 USE Instructions Qualifying CREST Shareholders who wish to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they are CREST sponsored members, procure that their CREST Sponsor sends) an Unmatched Stock Event (“USE”) instruction to Euroclear which, on its settlement, will have the following effect: (a) the crediting of a stock account of Neville Registrars Limited under the Participant ID and Member Account ID specified below, with a number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and (b) the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of Neville Registrars Limited in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in paragraph 4.2.3(a) above.

4.2.4 Content of USE instructions in respect of Open Offer Entitlements The USE instruction must be properly authenticated in accordance with Euroclear UK & Ireland’s specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details: (a) the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to Neville Registrars); (b) the ISIN of the Open Offer Entitlement. This is GB00BDFSK877; (c) the Participant ID of the accepting CREST member;

(d) the Member Account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited; (e) the Participant ID of Neville Registrars, in its capacity as a CREST receiving agent. This is 7RA11; (f) the Member Account ID of Neville Registrars, in its capacity as CREST receiving agent. This is FASTJET; (g) the amount payable by means of a CREST payment on settlement of the USE instruction. This must be the full amount payable on application for the number of Open Offer Shares referred to in paragraph 4.2.4(a) above; (h) the intended settlement date. This must be on or before 10.00 a.m. on 7 December 2018; and (i) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 10.00 a.m. on 7 December 2018.

In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction: (a) a contact name and telephone number (in the free format shared note field); and (b) a priority of at least 80.

CREST members and, in the case of CREST sponsored members, their CREST Sponsors, should note that the last time at which a USE instruction may settle on 7 December 2018 in order to be valid is 10.00 a.m. on that day.

In the event that the Open Offer does not become unconditional by 8.00 a.m. on 10 December 2018 or such later time and date as the Company shall agree (being no later than 8.00 a.m. on 24 December 2018), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, within 14 days thereafter. The Open Offer cannot be revoked once all conditions have been satisfied.

4.2.5 Deposit of Open Offer Entitlements into, and withdrawal from, CREST A Qualifying non-CREST Shareholder’s entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in his Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing to deposit the entitlement set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 10.00 a.m. on 7 December 2018.

In particular, having regard to normal processing times in CREST and on the part of Neville Registrars, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 5 December 2018, and the recommended latest time for receipt by Euroclear UK & Ireland

of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 30 November 2018, in either case so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 10.00 a.m. on 7 December 2018.

Delivery of an Application Form with the CREST Deposit Form duly completed, whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company by the relevant CREST member(s) that it/they is/are not in breach of the provisions of the notes on page 3 of the Application Form, and a declaration to the Company from the relevant CREST member(s) that it/they is/are not citizen(s) or resident(s) of any of the Restricted Jurisdictions and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

4.2.6 Validity of application A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 10.00 a.m. on 7 December 2018 will constitute a valid application under the Open Offer.

4.2.7 CREST procedures and timings CREST members and (where applicable) their CREST Sponsors should note that Euroclear UK & Ireland does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST Sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 10.00 a.m. on 7 December 2018. In this connection CREST members and (where applicable) their CREST Sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

4.2.8 Incorrect or incomplete applications If a USE instruction includes a CREST payment for an incorrect sum, the Company through Neville Registrars reserves the right: (a) to reject the application in full and refund the payment to the CREST member in question; (b) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Issue Price, refunding any unutilised sum to the CREST member in question (without interest); and (c) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the USE instruction refunding any unutilised sum to the CREST member in question (without interest).

4.2.9 Effect of valid application A CREST member who makes or is treated as making a valid application in accordance with the above procedures will thereby: (a) represent and warrant to the Company that you have the right, power and authority, and have taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise your rights, and perform your obligations under any contracts resulting therefrom and that you are not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;

(b) pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Neville Registrars’ payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application); (c) agree that all applications, and contracts resulting therefrom, under the Open Offer shall be governed by, and construed in accordance with, the laws of England and Wales; (d) request that the Open Offer Shares to which you will become entitled be issued to you on the terms set out in this circular and subject to the memorandum and Articles; (e) confirm to the Company that in making the application you are not relying on any information or representation other than that contained in this circular, and you accordingly agree that no person responsible solely or jointly for this circular or any part thereof shall have any liability for any such information or representation not so contained and that having had the opportunity to read this circular you will be deemed to have notice of all the information concerning the Group and the Ordinary Shares contained within this circular; (f) confirm that in making the application you are not relying on and have not relied on the Company or Liberum or any person affiliated with the Company or Liberum in connection with any investigation of the accuracy of any information contained in this circular or your investment decision; (g) represent and warrant to the Company that you are a Qualifying Shareholder originally entitled to the Open Offer Entitlements or that, if you have received some or all or your Open Offer Entitlements from a person other than the Company, you are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim; (h) represent and warrant to the Company that you are not a citizen or resident of a Restricted Jurisdiction or any other jurisdiction in which the application for Open Offer Shares is prevented by law and are not applying on behalf of any Shareholder who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction and you are not applying with a view to re- offering, re-selling, transferring or delivering any of the Open Offer Shares which are the subject of this application to, or for the benefit of, a Shareholder who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction except where proof satisfactory to the Company has been provided to the Company and that he is able to accept the invitation by the Company of any requirement which it (in its absolute discretion) regards as unduly burdensome; (i) represent and warrant to the Company that you are not and nor are you applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986; (j) acknowledge that the Existing Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish Exchange Information, and that you are able to obtain or access the Exchange Information without undue difficulty. None of the Company or Liberum nor any person acting on their behalf nor any of their respective affiliates nor any of their respective directors, officers, employees, agents, partners or professional advisers has or shall have any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in the Exchange Information, any other information made available by or on behalf of the Company or made publicly available by the Company on its website, by press release, by public filing or otherwise or any other information, provided that nothing in this paragraph excludes the liability of any person for fraud made by that person; and (k) represent and warrant to the Company that the purchase by you of Open Offer Shares does not trigger in the jurisdiction in which you are resident: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; or

(ii) any disclosure reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company; or (iv) the requirement for the Company to take any other action.

4.2.10 Company’s discretion as to rejection and validity of applications The Company may in its sole discretion: (a) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part IV (Terms and Conditions to the Open Offer); (b) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST Sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine; (c) treat a properly authenticated dematerialised instruction (in this sub-paragraph, the “first instruction”) as not constituting a valid application if, at the time at which Neville Registrars receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either the Company or Neville Registrars have received actual notice from CREST of any of the matters specified in CREST Regulation 35(5)(a) in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and (d) accept an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST Sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST Sponsor, the CREST member or CREST sponsored member is unable validly to apply for Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Registrar in connection with CREST.

4.2.11 Lapse of Open Offer; issue of Open Offer Shares in CREST Open Offer Entitlements held in CREST are expected to be disabled in all respects after 10.00 a.m. 7 December 2018.

If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied. On this day, the Receiving Agent will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of such persons with such persons’ Open Offer Entitlements with effect from the next Business Day. The stock accounts to be credited will be accounts under the same Participant IDs and Member Account IDs in respect of which the USE instruction was given.

4.2.12 Enquiries If you are in doubt whether or not you should apply for any of the Open Offer Shares under the Open Offer, you should consult your independent financial adviser immediately.

Please note that the Registrars cannot provide financial advice on the merits of the Open Offer or as to whether or not you should take up your entitlement to Open Offer Shares under the Open Offer.

If you have any questions relating to the procedure for acceptance, please telephone Neville Registrars Limited on 0121 585 1131. Calls are charged at your provider’s rate and may vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

5 Money Laundering Regulations 5.1 Holders of Application Forms It is a term of the Open Offer that, in order to ensure compliance with the Money Laundering Regulations, the Registrar may require verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment (which requirements are referred to below as the “verification of identity”).

The verification of identity requirements pursuant to the Money Laundering Regulations will apply to applications with a value of €15,000 (or its pound sterling equivalent) or greater, or to one of a series of linked applications whose aggregate value exceeds that amount, and in the case of such applications verification of the identity of Applicant(s) for Open Offer Shares may be required.

If within a reasonable period of time following a request, for verification of identity, but in any event by 10.00 a.m. on 7 December 2018, the Receiving Agent has not received evidence satisfactory to it, the Company may, in its absolute discretion, elect not to treat as valid the relevant application, in which event the money payable or paid in respect of the application will be returned (without interest and at the Applicant’s risk) to the account of the drawee bank or building society from which sums were originally debited (but in each case without prejudice to any rights the Company may have to take proceedings in respect of loss or damage suffered or incurred by it as a result of the failure to produce satisfactory evidence as aforesaid).

In order to avoid this, payment should be made by means of a cheque drawn by and in the name of the Applicant named on the accompanying Application Form or (where an Application Form has been transferred and/or split to satisfy bona fide market claims in relation to transfers of Existing Ordinary Shares through the market prior to 10.00 a.m. on 7 December 2018), by the person(s) named in Box 1 on the Application Form. If this is not practicable and the Applicant uses a cheque drawn on a building society or a banker’s draft, the Applicant should: 5.1.1 ask the building society or bank to endorse on the cheque or draft the name and account number of the person whose building society or bank account is being debited which must be the same name as that printed on the Application Form, such endorsement being validated by a stamp and authorised signature by the building society or bank on the reverse of the cheque or banker’s draft; 5.1.2 if the Applicant is making the application as agent for one or more persons, indicate on the Application Form whether it is a United Kingdom or European Union regulated person or institution (e.g. a bank or broker), and specify its status. If you have any questions relating to the procedure for acceptance, please telephone Neville Registrars on 0121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes; 5.1.3 if the Applicant delivers the Application Form by hand, bring with them the appropriate photographic evidence of identity, such as a passport or driving licence; and 5.1.4 third party cheques may not be accepted unless covered by paragraph 5.1.1 above.

In any event, if it appears to the Receiving Agent that an Applicant is acting on behalf of some other person, further verification of the identity of any person on whose behalf the Applicant appears to be acting will be required.

Neither the Receiving Agent nor the Company will be liable to any person for any loss suffered or incurred as a result of the exercise of any discretion to require verification. By lodging an Application Form, each Qualifying Shareholder undertakes to provide evidence of his identity at the time of lodging the Application Form, or, at the absolute discretion of the Company, at such specified time thereafter as may be required to ensure compliance with the Money Laundering Regulations.

5.2 Open Offer Entitlements in CREST If you hold your Open Offer Entitlements in CREST and apply for Open Offer Shares in respect of all or some of your Open Offer Entitlements as agent for one or more persons and you are not a United Kingdom or European Union regulated person or institution (e.g. a United Kingdom financial institution), then, irrespective of the value of the application, the Receiving Agent is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact the Receiving Agent before sending any USE or other instruction so that appropriate measures may be taken.

Submission of a USE instruction which on its settlement constitutes a valid application as described above constitutes a warranty and undertaking by the Applicant to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent as being required for the purposes of the Regulations. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the Open Offer Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Open Offer Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of any failure to provide satisfactory evidence.

6 Taxation No UK stamp duty or UK SDRT should be payable on the allotment or issue of Open Offer Shares.

Shareholders who are in any doubt as to their tax position in relation to taking up their entitlements under the Open Offer, or who are subject to tax in any jurisdiction other than the United Kingdom, should immediately consult a suitable professional adviser.

7 Overseas Shareholders The comments set out in this paragraph 7 (Overseas Shareholders) are intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.

7.1 General The distribution of this circular and the Application Form and the making or acceptance of the Open Offer to persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirement or other formalities to enable them to apply for Open Offer Shares under the Open Offer.

No action has been or will be taken by the Company or any other person, to permit a public offering or distribution of this circular (or any other offering or publicity materials or Application Form(s)) in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

Application Forms will not be sent to, and Open Offer Entitlements will not be credited to a stock account in CREST of, persons with registered addresses in a Restricted Jurisdiction or their agent or intermediary, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.

No person receiving a copy of this circular and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him or her nor should he or she in any event use any such Application Form and/or credit of Open Offer Entitlements to a stock account in CREST unless, in the relevant territory, such an invitation or offer could lawfully be made to him or her and such Application Form and/or credit of Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other legal or regulatory requirements. In circumstances where an invitation or offer would contravene any registration or other legal or regulatory requirements, this circular and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the United Kingdom wishing to apply for Open Offer Shares under the Open Offer to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory. Neither the Company nor any of its respective representatives, is making any representation to any offeree or purchaser of the Open Offer Shares regarding the legality of an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of this circular and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of this circular and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by his or her custodian, agent, nominee or trustee, he or she must not seek to apply for Open Offer Shares in respect of the Open Offer unless the Company determines that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of this circular and/or an Application Form and/or transfers Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this Part IV (Terms and Conditions of the Open Offer) and specifically the contents of this paragraph 7 (Overseas Shareholders).

The Company reserves the right, but shall not be obliged, to treat as invalid any application or purported application for Open Offer Shares that appears to the Company or its agents to have been executed, effected or dispatched from a Restricted Jurisdiction or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Open Offer Shares or, in the case of a credit of an Open Offer Entitlement to a stock account in CREST, to a member whose registered address would be in a Restricted Jurisdiction or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.

Notwithstanding any other provision of this circular or the Application Form, the Company reserves the right to permit any person to apply for Open Offer Shares in respect of the Open Offer if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

The attention of Overseas Shareholders is drawn to paragraphs 7.2 (United States) to 7.5 (Representations and warranties relating to Overseas Shareholders) below. Overseas Shareholders who wish, and are permitted, to apply for Open Offer Shares should note that payment must be made in sterling denominated cheques or banker’s drafts.

The Open Offer Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

No public offer of Open Offer Shares is being made by virtue of this circular or the Application Form into any Restricted Jurisdiction. Receipt of this circular and/or an Application Form and/or a credit of an Open Offer Entitlement to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this circular and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

7.2 United States None of the Open Offer Shares or the Open Offer Entitlements has been or will be registered under the US Securities Act or the laws of any state or other jurisdiction of the United States and, therefore, the Open Offer Shares and the Open Offer Entitlements may not be, directly or indirectly, offered, sold, taken up, delivered, renounced or transferred in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Accordingly, the Company is not extending the Open Offer into the United States and, subject to certain exceptions, none of this circular, the Application Forms or the crediting of Open Offer Entitlements to a stock account in CREST constitutes or will constitute an offer or an invitation to apply for an offer or an invitation to subscribe for any Open Offer Shares in the United States. Neither this circular nor an Application Form will (unless an address within the United Kingdom for services of notices has been notified to the Company) be sent to, and no Open Offer Entitlements will be credited to, a stock account in CREST of any Qualifying Shareholder with a registered address in the United States. Subject to certain exceptions, Application Forms sent from, or post-marked in, the United States will be deemed to be invalid and all persons subscribing for Open Offer Shares and wishing to hold such Open Offer Shares in registered form must provide an address for registration of the Open Offer Shares outside the United States.

7.3 Other Restricted Jurisdictions Due to restrictions under the securities laws of the other Restricted Jurisdictions and subject to certain exemptions, Qualifying Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, a Restricted Jurisdiction will not qualify to participate in the Open Offer and will not be sent an Application Form, nor will their stock accounts in CREST be credited with Open Offer Entitlements.

The Open Offer Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, re-sold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

No offer of Open Offer Shares is being made by virtue of this circular or the Application Forms into any Restricted Jurisdiction.

7.4 Other overseas jurisdictions Application Forms will be sent to Qualifying non-CREST Shareholders and an Open Offer Entitlement will be credited to the stock account in CREST of Qualifying CREST Shareholders in other overseas jurisdictions. Qualifying Shareholders in jurisdictions other than any Restricted Jurisdiction may, subject to the laws of their relevant jurisdiction, take up Open Offer Shares under the Open Offer in accordance with the instructions set out in this circular and, if relevant, the Application Form.

Qualifying Shareholders who have registered addresses in or who are located or resident in, or who are citizens of, countries other than the United Kingdom should consult their professional advisers as

to whether they require any governmental or other consents or need to observe any other formalities to enable them to apply for Open Offer Shares in respect of the Open Offer.

7.5 Representations and warranties relating to Overseas Shareholders 7.5.1 Qualifying non-CREST Shareholders Any person completing and returning an Application Form or requesting registration of the Open Offer Shares comprised therein represents and warrants to the Company and/or the Receiving Agent that, except where proof has been provided to the Company’s satisfaction that such person’s use of the Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (a) such person is not requesting registration of the relevant Open Offer Shares from within a Restricted Jurisdiction; (b) such person is not a US Person or a resident of any Restricted Jurisdiction or in any territory in which it is unlawful to make or accept an offer to subscribe for Open Offer Shares in respect of the Open Offer or to use the Application Form in any manner in which such person has used or will use it; (c) such person is not acting on a non-discretionary basis on behalf of, a person located within a Restricted Jurisdiction or any territory referred to in paragraph 7.5.1(b) above at the time the instruction to accept was given; and (d) such person is not subscribing for Open Offer Shares with a view to the offer, sale, re-sale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into a Restricted Jurisdiction or any territory referred to in paragraph 7.5.1(b) above.

7.5.2 Qualifying CREST Shareholders A CREST member who makes a valid application either on its own behalf or on behalf of one of its clients in accordance with the procedures set out in this Part IV (Terms and Conditions of the Open Offer) represents and warrants to the Company that, except where proof has been provided to the Company’s satisfaction that such person’s acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (a) neither it nor its client is within a Restricted Jurisdiction; (b) neither it nor its client is in any territory in which it is unlawful to make or accept an offer to subscribe for Open Offer Shares; (c) it is not accepting on a non-discretionary basis on behalf of, or for the account or benefit of, a person located within a Restricted Jurisdiction or any territory referred to in paragraph 7.5.2(b) above at the time the instruction to accept was given; and (d) neither it nor its client is subscribing for any Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into a Restricted Jurisdiction, or any territory referred to in paragraph 7.5.2(b) above.

The Company reserves the right to reject any USE instruction from a Restricted Jurisdiction or any territory referred to in paragraph 7.5.2(b) above or by a CREST participant who is acting on a non-discretionary basis on behalf of a person located within a Restricted Jurisdiction or any territory referred to in paragraph 7.5.2(b) above.

7.6 Waiver The provisions of this paragraph 7 (Overseas Shareholders) and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company in its absolute discretion. Subject to this, the provisions of this paragraph 7 (Overseas Shareholders) supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 7 (Overseas Shareholders) to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of this paragraph 7 (Overseas Shareholders) shall apply to them jointly and to each of them.

8 Admission, settlement and dealings Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. Subject to the Open Offer becoming unconditional in all respects, it is expected that Admission will become effective and that dealings in the Open Offer Shares will commence at 8.00 a.m. on 10 December 2018.

Open Offer Entitlements held in CREST are expected to be disabled in all respects after 10.00 a.m. on 7 December 2018 (the latest date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied (expected to be 10 December 2018). On this day, Neville Registrars will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of such persons with such persons’ entitlements to Open Offer Shares with effect from Admission. The stock accounts to be credited will be accounts under the same Participant IDs and Member Account IDs in respect of which the USE instruction was given.

Notwithstanding any other provision of this circular, the Company reserves the right to send you an Application Form instead of crediting the relevant stock account with Open Offer Entitlements, and to allot and/or issue any Open Offer Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by Neville Registrars in connection with CREST.

For Qualifying non-CREST Shareholders who have applied by using an Application Form, share certificates in respect of the Open Offer Shares validly applied for are expected to be despatched by post in the week commencing 17 December 2018. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers will be certified against the register. For more information as to the procedure for application, Qualifying non-CREST Shareholders are referred to the Application Form.

9 Further information Your attention is drawn to the further information set out in this document and also, in the case of Qualifying Non-CREST Shareholders and other Qualifying Shareholders to whom the Company has sent Application Forms, to the terms, conditions and other information printed on the accompanying Application Form.

10 Governing law and jurisdiction The terms and conditions of the Open Offer as set out in this circular shall be governed by, and construed in accordance with, the laws of England and Wales.

The courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with the Open Offer. By taking up Open Offer Shares under the Open Offer in accordance with the instructions set out in this circular, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

PART V

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of fastjet Plc (the “Company”) will be held at the offices of Liberum Capital Limited, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018. Terms not otherwise defined in this Notice shall have the meanings set out in the circular to the Company’s shareholders dated 21 November 2018.

You will be asked to consider, and if thought fit, pass resolutions 1 and 3 as special resolutions and resolution 2 as an ordinary resolution.

Resolution 1 – Authority to allot and issue shares and disapply pre-emption rights for the purposes of the Equity Refinancing, the Open Offer and the AAR Settlement Agreement 1.1 THAT: (a) the Directors, in accordance with section 551 of the Companies Act 2006 (the “Act”), be authorised to allot Ordinary Shares or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £36,870,226; and (b) the Directors be empowered to allot equity securities (within the meaning of the Act) for cash as if section 561 of the Act did not apply to any such allotment up to an aggregate nominal amount of £27,496,007,

PROVIDED that the authority and powers set out above shall be limited to the allotment and issue and the granting of rights to subscribe (or entering into any agreement to do so) shares for the purposes of the Equity Refinancing, the Open Offer and the AAR Settlement Agreement and shall expire on 31 December 2019; and

1.2 THAT the purchase by the Company’s subsidiary, fastjet Zimbabwe Limited or such other subsidiary as the Company may direct, of up to four Embraer 145 aircraft currently in use by subsidiaries of the Company for the sum of US$12,000,000 (approximately £9.4 million) from Solenta Aviation Holdings Limited being a company connected with Mark Hurst, a director of the Company, be approved.

Resolution 2 – Ongoing authority to allot and issue shares THAT, subject to Admission, the Directors be generally and unconditionally authorised pursuant to section 551 of the Act, in substitution for all subsisting authorities (other than the authority set out in resolution 1 above) to the extent unused, to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £12,488,439 provided that this authority shall apply until the conclusion of the Company’s next annual general meeting (or, if earlier, 30 June 2019), but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority expires and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Resolution 3 – Ongoing disapplication of pre-emption rights THAT, subject to Admission, the Directors be hereby empowered (in substitution for all subsisting authorities (other than the authority set out in resolution 1 above) to the extent unused) to allot equity securities (within the meaning of the Act) for cash under the authority given by resolution 2 above, as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an issue in favour of shareholders where the equity securities respectively attributable to the interests of all such shareholders are proportionate (or as nearly as may be practicable) to the respective number of Ordinary Shares in the capital of the Company held by them on the record date for such allotment, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements

or legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange, in any territory; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of further equity securities up to an aggregate nominal amount of £8,325,626,

PROVIDED such power shall expire at the conclusion of the next annual general meeting (or, if earlier, 30 June 2019) unless previously revoked or varied by the Company in general meeting and so that the Company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

By order of the Board

Ben Harber 21 November 2018 Company Secretary fastjet Plc 6th Floor 60 Gracechurch Street London EC3V 0HR England

Registered in England and Wales Registered Number: 5701801

NOTES Entitlement to attend and vote 1. Only those members registered on the Company’s register of members at 6.00 p.m. on 5 December 2018 (or if this General Meeting (“GM”) is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting) shall be entitled to attend and vote at the GM. 2. To be admitted to the GM, members are asked to present proof of identity. Website giving information regarding the GM 3. Information regarding the GM is available from www.fastjet.com. Appointment of proxies 4. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the GM and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 5. A proxy does not need to be a member of the Company but must attend the GM to represent you. Details of how to appoint the Chairman of the GM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the GM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 6. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Registrars of the Company. 7. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the “Discretionary” option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the GM. Appointment of proxies by post 8. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be: (a) completed and signed; (b) sent or delivered to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD; and (c) received by Neville Registrars Limited no later than 10.00 a.m. on 5 December 2018. 9. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 10. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxies through CREST 11. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the GM and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 12. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (“EUI”) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (7RA11) by 10.00 a.m. on 5 December 2018, or, in the event of an adjournment of the GM, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 13. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 14. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Appointment of proxy by joint holders 15. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). Termination of proxy appointment 16. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Neville Registrars Limited no later than 10.00 a.m. on 5 December 2018. 17. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. 18. Appointment of a proxy does not preclude you from attending the GM and voting in person. If you have appointed a proxy and attend the GM in person, your proxy appointment will automatically be terminated. Changing proxy instructions 19. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. 20. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. 21. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Corporate representatives 22. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Perivan Financial Print 252412