AVIAAM LEASING AB (incorporated in Lithuania with public limited liability, corporate ID code 302330793) Offering of up to 14,181,716 Shares, with a nominal value of LTL 1.00 each, and admission to trading on the Warsaw Stock Exchange of up to 43,305,593 Shares of Joint Stock Company AviaAM Leasing This document (the "Prospectus") has been prepared for the purpose of (i) the offering (the "Offering") of up to 14,181,716 ordinary registered shares in the share capital of Joint Stock Company AviaAM Leasing (the "Issuer" or the "Company"), with a nominal value of LTL 1.00 each, and (ii) the admission of up to 43,305,593 ordinary registered shares of the Issuer (the "Shares") to trading on the Warsaw Stock Exchange (in Polish: Gie³da Papierów Wartoœciowych w Warszawie S.A., the "WSE"). The Issuer will be offering for subscription up to 13,857,790 newly issued Shares (the "New Shares"). Gediminas iemelis (the "Selling Shareholder"), the Issuer's direct minority shareholder (but indirectly majority shareholder), will be offering up to 323,926 existing Shares (the "Sale Shares"). The New Shares to be issued by the Issuer and the Sale Shares offered by the Selling Shareholder are referred to, where thecontextpermits,astheOfferShares.TheIssuerwillonlyreceivethenetproceeds from the sale of the New Shares, whereas the Selling Shareholder will receive the net proceeds from the sale of its Sale Shares. The Offer Shares offered in this Offering constitute a minority interest in the Issuer. Prior to the completion of the Offering, the Selling Shareholder holds 1.1% of the issued share capital of the Issuer. The Offering consists solely of (i) a public offering to retail investors in the Republic of Poland (the "Retail Offering") and institutional investors in the Republic of Poland (the "Polish Institutional Offering" and, together with the Retail Offering, the "Public Offering"); and (ii) a private placement to institutional investors in certain jurisdictions outside of Poland and the United States (the "International Offering" and together with the Polish Institutional Offering, the "Institutional Offering"), in each case in accordance with applicable securities laws and regulations. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities laws of any state or other jurisdiction of the United States. The Offering is made only outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act (see Section XXII Selling Restrictions). The Offer Shares are being offered, as specified in this Prospectus, subject to cancellation, suspension or modification of the Offering and subject to certain other conditions. This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council, as amended (the "Prospectus Directive") and Article 6(4) the Law on Securities of the Republic of Lithuania (the "Law on Securities") and Commission Regulation (EC) 809/204 of 29 April 2004, as amended ("Prospectus Regulation"). The Bank of Lithuania (in Lithuanian: Lietuvos bankas, the "LB") in its capacity as the competent authority in Lithuania under the Law on Securities, has approved this document as a prospectus. Following the requirements of the applicable legal acts, the LB has provided to the competent authority in Poland, Polish Financial Supervision Authority (in Polish: Komisja Nadzoru Finansowego, the "PFSA") (i) a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive, (ii) a copy of the Prospectus in English, (iii) a Polish translation of the Prospectus summary, and (iv) website address of the LB, on which the electronic version of the Prospectus is published. The Issuer will be authorised to carry out the Offering to the public in Poland, once the LB has provided the PFSA with a certificate of approval of this Prospectus and after the Prospectus has been made available to the public together with a translation of the Prospectus summary into the Polish language. See Section III Risk Factors for a discussion of certain considerations to be taken into account when deciding whether to invest in the Offer Shares. Prior to the Offering, there was no public market for the Shares. Based on this Prospectus, the Issuer intends to apply for up to 43,305,593 Shares, including the Offer Shares, to be admitted and introduced to listing and trading on the main market of the WSE (the "Admission"). The Issuer expects that trading in the Shares on the WSE will commence on or about 28 June 2013 (the "Listing Date"). Settlement of the Offering is expected to occur on or about 25 June 2013 (the "Settlement Date"). Prospective investors may subscribe for or purchase the Offer Shares during a period which is expected to commence on or about 7 June 2013 and is expected to end on or about 13 June 2013 (in case of Retail Investors) and is expected to commence on or about 14 June 2013 and is expected to end on or about 18 June 2013 (in case of Institutional Investors) (the "Subscription Period"). The final offer price per one Offer Share denominated in PLN (the "Offer Price") will be determined by the Issuer and the Selling Shareholder, acting jointly, upon recommendation of the Offering Agent after completion of book-building process for Institutional Investors and after the Subscription Period in the Retail Offering not later than on or about 14 June 2013, based on the interest from investors. The final number of the Offer Shares and the final number of Offer Shares allocated to each category of Investors will be determined by the Issuer and the Selling Shareholder, acting jointly, upon recommendation of the Offering Agent on or about 18 June 2013. The Offer Price will not be higher than PLN 16 (the "Maximum Price"). All the Shares are ordinary registered shares and are registered with the Central Securities Depository of Lithuania (in Lithuanian: Lietuvos centrinis vertybiniu² popieriu² depozitoriumas, the "CSDL") under ISIN code LT0000128555. The delivery of the Offer Shares will be made through the book-entry facilities by transferring them from the CSDL to the Polish clearing and settlement institution – the National Depository for Securities (in Polish: Krajowy Depozyt Papierów Wartoœciowych S.A., the "NDS"), acting as a secondary depository for the Shares. Offer Price: To be determined in PLN and announced no later than on or about 14 June 2013 Rubicon Partners Corporate Finance S.A. is the financial adviser (the "Adviser") and ING Securities S.A. is the offering agent (the "Offering Agent") in Poland for the purposes of the Offering and Admission of the Shares on the WSE. Lead Manager and Offering Agent Financial Adviser The date of this Prospectus 4 June 2013 AviaAM Leasing AB TABLE OF CONTENTS I IMPORTANTINFORMATION.................................................... 4 1.1 Responsibility for this Prospectus ............................................ 4 1.2 NoticetoProspectiveInvestors.............................................. 5 1.3 Presentation of Financial and Other Information ..................................... 5 1.4 Forward Looking Statements ............................................... 6 1.5 Information Incorporated by Reference .......................................... 6 1.6 DefinitionsandAbbreviations............................................... 7 1.7 UseofthisProspectus.................................................. 10 II SUMMARY............................................................. 11 III RISKFACTORS........................................................... 27 3.1 RisksRelatedtoGroup'sFinancialConditionandFinancing............................... 27 3.2 RisksRelatedtoLessees................................................. 28 3.3 RisksRelatedtoGlobal,PoliticalandEconomicalEnvironment............................. 32 3.4 RisksRelatedtoAircraftLeasingMarket......................................... 38 3.5 Risks Related to the Offering ............................................... 39 3.6 RisksRelatedtoListingandMarket........................................... 40 3.7 LegalandTaxationRisks................................................. 43 IV USEOFPROCEEDS........................................................ 46 V DIVIDEND POLICY ......................................................... 48 VI CURRENCY PRESENTATION AND EXCHANGE RATE DATA .................................... 50 VII CAPITALISATION AND INDEBTEDNESS .............................................. 51 VIII STATUTORYAUDITORS...................................................... 52 IX SELECTEDFINANCIALINFORMATION.............................................. 53 X BUSINESSOVERVIEW....................................................... 58 10.1 Introduction........................................................ 58 10.2 Formation of the Group and History of Business Development .............................. 58 10.3 GroupStructure...................................................... 60 10.4 AircraftFleet....................................................... 63 10.5 CustomersandMarkets................................................