On 4 November 2004, the directors of Antonov plc, developer of a range of unique and innovative gearbox technologies, wrote to shareholders to seek approval for a proposed consolidation of the Company’s ordinary share capital in order to simplify the Company’s capital base. The resolution was passed at an Extraordinary General Meeting of the Company held on 26 November 2004.

Under the share consolidation the existing ordinary shares of the Company are being consolidated on the basis of 1 new ordinary share of 20p each for every 4 existing ordinary shares of 5p each. The consolidation is being effected by reference to shareholders and their holdings of existing ordinary shares on the register as at the close of business on 18 February 2005 (the "Record Date"). Application has been made for the new ordinary shares arising from the consolidation to be admitted to trading on AIM and it is expected that admission of the new ordinary shares to AIM will become effective and that dealings in the new ordinary shares on AIM will commence on 21 February 2005 (the "Dealing Day").

The effect of the above on shareholders will be as follows:

For every 4 existing ordinary shares of 5p each held by existing shareholders as at the close of business on 18 February 2005 (the "Record Date"), shareholders will receive 1 new ordinary share of 20p each.
Those shareholders whose holdings of existing ordinary shares on the Record Date do not constitute multiples of 4 will be left with a fractional entitlement to a new ordinary share. Such fractional entitlements will be aggregated to whole numbers of new ordinary shares and sold to Brewin Dolphin Securities Limited at a price of 120p per share. As (on the basis of a market price of 30p per existing ordinary share) the maximum about to which a shareholder left with a fractional entitlement would be entitled would be 90p, such amounts will not be distributed to such shareholders but retained for the benefit of the Company.
It is intended that new share certificates will be sent to Shareholders, who hold their shares in certificated form, within 14 days of the Dealing Day. These new share certificates will set out the number of New Ordinary Shares owned by a Shareholder on completion of the Share Consolidation and will replace a Shareholders' existing share certificate which will no longer be of value from Admission and should be destroyed upon receipt of the certificate in respect of the New Ordinary Shares. Definitive certificates for the new ordinary shares to be issued in certificated form are expected to be dispatched by post within 14 days of the Dealing Day. Temporary documents of title will not be issued. Pending despatch of definitive share certificates, transfers of new ordinary shares held in certificated form will be certified against the register held by Capita Registrars. Shareholders who hold their existing ordinary shares in uncertificated form are expected to have their CREST accounts credited with the new ordinary shares on 21 February 2005.

Other than the change in nominal value, the new ordinary shares will have the same rights as the existing ordinary shares including voting, dividend and other rights.