STRATEGIC OBJECTIVE

Challenge Aviation’s objective is to be a leading global lessor of widebody freighters, aircraft engines, and passenger-to-freighter (P2F) conversions, with a distinct focus on the acquisition and optimization of mid-life assets. We specialize in identifying aircraft and engines at the most compelling point in their lifecycle-where value, performance, and conversion potential align.

We aim to deliver flexible, value-driven leasing solutions that support the evolving needs of cargo operators, integrators, and airlines, while maximizing asset performance across the lifecycle. By concentrating on mid-life platforms, we provide cost-efficient, proven, and readily deployable capacity that bridges the gap between aging fleets and expensive new-build alternatives.

Through disciplined investment, technical expertise, and strong industry partnerships, we actively enhance and reposition assets to extend their operational life and economic value. In doing so, we seek to drive sustainable growth, optimize returns, and deliver long-term value for our stakeholders while supporting a more efficient and resilient global air cargo market.

COMPANY STRUCTURE

Registration Number: C 113656
Registration Date: 30 October 2025
Registered Address: Challenge Group, Level 5, Skyparks Business Centre, Malta International Airport, Luqa LQA 4000, Malta
Full Name: Challenge Aviation p.l.c.
State: Active
Authorised Shares: 300,000
Total Authorised Shares Value: €300,000

Company Structure:

Board of Directors

Mr Didier Fernand P. Henet Independent, Non-Executive Director
Mr Colin Gregory Independent, Non-Executive Director
Prof Andrew Muscat Independent, Non-Executive Director

Company Secretaries

TCV Management and Trust Services Limited
Dr. Sarah Abela

Audit Committee

The terms of reference of the Audit Committee consist of, inter alia, its support to the Board of Directors of the Issuer in its responsibilities in dealing with issues of financial reporting; risk; control and governance; and associated assurance. The Board has set formal terms of establishment and the terms of reference of the Audit Committee that establish its composition, role and function, the parameters of its remit as well as the basis for the processes that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly responsible and accountable to the Board. The Board reserves the right to change these terms of reference from time to time. The
Audit Committee shall meet at least four times a year.

Briefly the Audit Committee is expected to deal with and advise the Board on: a) its monitoring responsibility over the financial reporting processes, financial and accounting policies, the audit process, internal control structures, and external audit activities; b) maintaining communications on such matters between the Board, management and the independent auditors; and c) preserving the Company’s assets by understanding the Company’s risk environment and determining how to deal with those risks. In addition, the Audit Committee also has the role and function of scrutinising and evaluating any proposed transaction to be entered into by the Issuer and a related party, to ensure
that the execution of any such transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Issuer.

The Audit Committee is made entirely of independent Non-Executive Directors and is composed of Mr Didier Fernand P. Henet and Mr Colin Gregory and Prof Andrew Muscat. Mr Colin Gregory acts as Chairman and is considered by the Board to be the Director competent in accounting and/or auditing matters.

CORPORATE GOVERNENCE

Pursuant to the terms of the Capital Markets Rules, the Issuer is required to comply with the provisions of the Corporate Governance Code. The Guarantor’s securities are not / will not be listed as a result of this Prospectus and is therefore not bound by the provisions of the Corporate Governance Code.

The Issuer declares its full support for the Corporate Governance Code and undertakes to fully comply with the Corporate Governance Code to the extent that this is considered complementary to the size, nature, and operations of the Issuer. The Issuer shall also, on an annual basis in its annual report, detail the level of the Issuer’s compliance with the principles of the Corporate Governance Code, explaining the reasons for non-compliance, if any.

As at the date of this Prospectus, the Board considers the Issuer to be in compliance with the Corporate Governance Code, save for the following exceptions:

Principle 3 (Composition of the Board): Due to the fact that the Issuer is a finance vehicle established solely to secure funding for the Group, it is not deemed necessary that the Board include executive directors.

Principle 7 (Evaluation of the Board’s Performance): The Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of the Board itself, the Issuer’s shareholders, the market and all of the rules and regulations to which the Issuer is subject as a company with its securities listed on a regulated market.

Principle 8 (Committees): The Board considers that the size and operations of the Issuer do not warrant the setting up of remuneration and nomination committees. Given that the Issuer does not have any employees or officers other than the Directors and the company secretary, it is not considered necessary for the Issuer to maintain a remuneration committee. The Issuer does not believe it is necessary to establish a nomination committee as appointments to the Board are determined by the shareholders of the Issuer in accordance with nomination and appointment process set out in the Issuer’s Memorandum and Articles of Association. The Issuer considers that the members of the Board
possess the level of skill, knowledge and experience expected in terms of the Corporate Governance Code.