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23 June 2016

Dear Shareholder

2016 Annual General Meeting - Flybe Group Plc (the ‘Company’)

I am pleased to be writing to you with details of our Annual General Meeting (‘AGM’) which we are holding at the offices of The Maitland Consultancy, 125 Shaftesbury Avenue, London, WC2H 8AD on Wednesday 27 July 2016 at 11.30am. The formal Notice of AGM together with an explanation of the resolutions on which you will be asked to vote are set out on pages 2-12 of this document (‘Notice’).

The Notice includes a resolution to approval the proposed cancellation of the Company’s capital redemption reserve (‘Reduction of Capital’). The Reduction of Capital is proposed to enable the Company to be in a position to pay a dividend when the Board believes that the time is right, and support the allocation of ordinary shares under the Company’s share schemes. You will find further information on this resolution on pages 7 and 8 of this document.

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of them, as they intend to do in respect of their own beneficial holdings.

If you would like to vote on the resolutions but cannot attend the AGM, please register your proxy appointment and voting instructions in one of the following ways:

• By lodging your instructions online at www.flybe-shares.com. To do this you will need your investor code, which is shown on your share certificate.

• By filling in the proxy form sent to you with this Notice and returning it to our registrar as soon as possible (see details on page 9).

• If you are a CREST member, by submitting a CREST message. Please see the ‘Important information’ section at the back of the Notice for further details.

All proxy appointments and instructions, by whichever method you choose, must be received by our registrar by 11.30am on Monday 25 July 2016.

If you appoint a proxy this will not prevent you from attending and voting at the AGM in person, should you choose to do so.

I hope that you will be able to attend our AGM and I look forward to meeting you.

Yours sincerely

Simon LaffinChairman

Registered office: New Walker Hangar, Exeter International Airport, Clyst Honiton, EXETER EX5 2BA, United Kingdom. Registered in England Number 1373432

Flybe Group plcNew Walker HangarExeter International AirportClyst HonitonEXETEREX5 2BAUnited Kingdom Telephone: +44 (0)1392 684945 investorrelations@flybe.comwww.flybe.com

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THIS DOCUMENT, WHICH CONTAINS THE NOTICE OF THE COMPANY’S ANNUAL GENERAL MEETING, IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF YOU RESIDE ELSEWHERE, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

If you sell or transfer or have sold or otherwise transferred all of your ordinary shares in Flybe Group plc, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, for onward delivery to the purchaser or transferee.

A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach the Company’s registrars no later than 11.30am on Monday 25 July 2016. Completion and return of the Form of Proxy will not prevent you from attending the Annual General Meeting in person should you so wish.

This document may contain forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules of the UK Listing Authority, the rules of London Stock Exchange plc, the Disclosure Rules and Transparency Rules of the UK Listing Authority or otherwise by law.

Notice of Annual General MeetingNotice is hereby given that the Annual General Meeting (‘AGM’) of Flybe Group plc (the ‘Company’) will be held at the offices of The Maitland Consultancy, 125 Shaftesbury Avenue, London, WC2H 8AD on Wednesday 27 July 2016 at 11.30am for the purposes set out below.

You will be asked to consider, and if thought fit, pass the resolutions below:

Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as special resolutions.

Ordinary Resolutions

Resolution 1: Directors’ Report and AccountsTo receive the Directors’ and auditor’s reports and the audited financial statements of the Company for the financial year ended 31 March 2016.

Explanatory Note to Resolution 1The Directors are required to present the audited financial statements and the reports of the Directors and the auditor to the shareholders at each annual general meeting. The Directors’ and auditor’s reports and the audited financial statements of the Company to be approved at this AGM relate to the financial year ended 31 March 2016 and are set out in the Flybe Group plc Annual Report 2015/16.

Resolution 2: Directors’ Remuneration ReportTo receive and approve the Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy, as set out on pages 61 to 64 of the Flybe Group plc Annual Report for the financial year ended 31 March 2016.

Explanatory Note to Resolution 2In accordance with section 439 of the Companies Act 2006 (the ‘2006 Act’), the Board has presented its Directors’ Remuneration Report (the ‘Remuneration Report’) to shareholders in the Flybe Group plc Annual Report 2015/16.

The Remuneration Report, which can be found in the Flybe Group plc Annual Report 2015/16 (pages 60 to 76), gives details of Directors’ remuneration for the year ended 31 March 2016.

The Company’s independent auditor, Deloitte LLP, has audited those parts of the Remuneration Report capable of being audited and its report can be found in the Annual Report 2015/16 (page 78).

The Board of Directors considers that appropriate executive remuneration plays a vital role in helping to achieve the Company’s overall objectives and, accordingly, in compliance with the 2006 Act, shareholders will be invited to approve the Remuneration Report. The vote on this Resolution 2 is advisory only, however, and the Directors’ entitlement to remuneration is not conditional on this resolution being passed.

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Resolution 3:To re-elect Philip de Klerk as a Director of the Company.

Resolution 4:To re-elect Elizabeth McMeikan as a Director of the Company.

Resolution 5:To re-elect David Kappler as a Director of the Company.

Resolution 6:To re-elect Sir Timothy Anderson as a Director of the Company.

Resolution 7:To re-elect Saad Hammad as a Director of the Company.

Resolution 8:To re-elect Simon Laffin as a Director of the Company.

Explanatory Note to Resolutions 3 to 8 The Company’s Articles of Association require Directors to submit themselves for re-election if they have not been elected or re-elected at either of the preceding two AGMs, and that one third of the Directors (or if not a whole number, the number which is nearest to, but does not exceed, one third) will retire from office and be eligible for re-election at each AGM. The Board of Directors (the ‘Board’) has however agreed to comply with the recommendations of the UK Corporate Governance Code published by the Financial Reporting Council in September 2014 and, accordingly, at each forthcoming AGM all Directors wishing to continue in office will submit themselves for election or re-election. All of the Directors will therefore stand for election or re-election at the 2016 AGM. There is biographical information about each of the Directors in the Flybe Group plc Annual Report 2015/16 (page 42). Following the annual performance evaluation, the Board considers that the performance of each of the Directors named in Resolutions 3 to 8 continue to be effective and they have demonstrated a strong commitment to their role. The Board recommends they be re-elected.

Resolution 9: Re-appointment of AuditorTo re-appoint Deloitte LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Explanatory Note to Resolution 9Auditors are appointed at every general meeting at which accounts are presented to shareholders. The current appointment of Deloitte LLP as the Company’s auditor will end at the conclusion of the AGM and it has advised of its willingness to stand for re-appointment. On the unanimous recommendation of the Company’s Audit Committee, the Directors propose to re-appoint Deloitte LLP as the Company’s independent auditor. The appointment was last put out to tender for the audit of the 31 March 2007 annual accounts.

Resolution 10: Auditor remunerationTo authorise the Directors to determine the remuneration of the auditor.

Explanatory Note to Resolution 10It is normal practice for a company’s directors to be authorised to agree how much the auditor should be paid. This resolution proposes that the Directors be authorised to set the independent auditor’s remuneration as they shall in their discretion see fit. Details of remuneration paid to Deloitte LLP, as auditor, for 2015/16 and details of how the Directors monitor the effectiveness and independence of the external auditor can be found in the Flybe Group plc Annual Report 2015/16.

Resolution 11: Political donations and political expenditureThat, in accordance with sections 366 and 367 of the Companies Act 2006 (‘2006 Act’), the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect be and are hereby authorised, in aggregate:

(a) to make political donations to political parties and/or independent election candidates not exceeding £15,000 in total; and

(b) to make political donations to political organisations other than political parties not exceeding £15,000 in total; and

(c) to incur political expenditure not exceeding £15,000 in total,

(as such terms are defined in sections 363 to 365 of the 2006 Act) during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting or, if earlier, until the close of business on 30 September 2017.

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Explanatory Note to Resolution 11Resolution 11 concerns Part 14 of the 2006 Act. It requires that political donations made by a company to political parties, to other political organisations and to independent election candidates and political expenditure incurred by a company in the European Union (‘EU’) (as such terms are defined in the 2006 Act) be authorised in advance by shareholders.

The Company’s policy is that it does not make political donations nor incur political expenditure of the type covered by these provisions and it has no intention of using the authority for this purpose. However, as a result of the wide definitions in the 2006 Act, there is some uncertainty over whether some normal expenditure and business activities (such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties and support for bodies representing the business community in policy review or reform) that might not be considered to be political donations or political expenditure in the usual sense could be caught. The Company is therefore seeking authority under this resolution in order to prevent inadvertent breach of the 2006 Act.

If passed, this resolution would allow the Company and its subsidiaries to make political donations and incur political expenditure in the EU (as defined in the 2006 Act) up to an aggregate limit of £15,000 in respect of each of the actions set out in paragraphs (a) to (c) of this resolution and an overall aggregate limit of £45,000. Political donations made or political expenditure incurred will be disclosed in the Company’s Annual Report the following year, as required by the 2006 Act.

The authority will only be valid until the conclusion of the next annual general meeting in 2017 or 30 September 2017, whichever is the earlier.

Resolution 12: Authority to allot shares That, subject to and in accordance with Article 15 of the Articles of Association of the Company:

a) the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the ’2006 Act’) (in substitution for any existing authority to allot shares to the extent unused but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authority) to exercise all powers of the Company to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company up to an aggregate nominal amount of £722,000 provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 September 2017, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require such ordinary shares to be allotted or rights to subscribe for or convert securities into ordinary shares to be granted after such expiry, and the Directors may allot ordinary shares and grant rights to subscribe or convert securities into ordinary shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired; and

b) the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the 2006 Act (in substitution for any existing authority to allot shares to the extent unused but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authority), in addition to the authority in resolution 13a) above, to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the 2006 Act) in connection with a rights issue: i) in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them; and ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary; up to an aggregate nominal amount of £722,000 (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange) provided that this authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 September 2017, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Explanatory Note to Resolution 12The 2006 Act provides that Directors shall only allot shares with the prior authorisation of shareholders in general meeting under section 551 of the 2006 Act. The authority given to the Directors at the last annual general meeting to allot shares pursuant to section 551 of the 2006 Act expires on the date of the AGM. In accordance with the guidance of the Investment Association (formerly the Investment Management Association) on the expectations of the institutional investors, Resolution 12 will be proposed as an ordinary resolution for the renewal of the Directors’ general authority to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £722,000, representing approximately one third of the current issued share capital of the Company. In addition, the resolution seeks authority for the Directors to allot shares by way of a pre-emptive rights issue up to an aggregate nominal amount of £722,000, representing a further third of the current issued share capital of the Company. The Directors have no present intention of exercising this authority.

The authority granted under Resolution 12 will expire at the next annual general meeting or 26 September 2017, whichever is the earlier.

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Special Resolutions

Resolution 13: Disapplication of Pre-emption RightsThat, subject to the passing of Resolution 12 above (and in substitution for all subsidiary authorities to the extent unused), the Directors be and they are empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the ‘2006 Act’) to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash either pursuant to the authority conferred by Resolution 12 or by way of a sale of treasury shares (as defined in section 724 of the 2006 Act) as if section 561(1) of the 2006 Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

(a) in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to: i) the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their existing holdings; and ii) holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and

(b) in the case of the authority granted under paragraph (a) of Resolution 12 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the 2006 Act, shall be limited to the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 13) of equity securities up to an aggregate nominal amount of £108,000,

and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or 26 September 2017, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Explanatory Note to Resolution 13If the Directors wish to exercise the authority under Resolution 12 and offer shares (or sell any shares which the Company may purchase and elect to hold as treasury shares) for cash, the 2006 Act requires that unless the shareholders have given specific authority for the waiver of their statutory pre-emption rights, the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash or sell treasury shares for cash without first offering them to existing shareholders in proportion to their holdings. The authority given to the Directors at the time of the last annual general meeting to allot shares for cash pursuant to section 570 of the 2006 Act expires on the date of the AGM. Resolution 13 will be proposed as a special resolution and would authorise the Directors to allot equity securities or sell treasury shares for cash (i) by way of a rights issue (subject to certain exclusions), or by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders pro rata to their holdings (subject to certain exclusions), or (ii) otherwise up to a maximum aggregate nominal amount of £108,000 of shares, representing approximately 5 per cent of the current issued ordinary share capital of the Company on 13 June 2016, being the latest practicable date prior to the printing of this Notice. The Directors have no present intention of exercising this authority other than in connection with the Company’s employee share schemes. In accordance with the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities, the Directors do not intend to issue more than 7.5 per cent of the issued ordinary share capital (excluding treasury shares) of the Company for cash on a non pre-emptive basis in any rolling three year period without prior consultation with shareholders.

The authority granted under Resolution 13 will expire at the conclusion of the next annual general meeting or 30 September 2017, whichever is the earlier.

Resolution 14: Notice of general meetingsThat a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

Explanatory Note to Resolution 14Resolution 14 will be proposed as a special resolution. Changes made to the Companies Act 2006 (the ‘2006 Act’) by the Companies (Shareholders’ Rights) Regulations 2009 (the ‘Shareholders’ Rights Regulations’) increased the notice period required for general meetings of a traded company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days’ notice.

In order to preserve the Company’s ability to call general meetings (other than an annual general meeting) on 14 clear days’ notice, Resolution 14 seeks such approval. The shorter notice period would not be used as a matter of routine for such meetings, but only in exceptional circumstances where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. A full and detailed explanation will be provided if it is deemed necessary to call a meeting on 14 clear days’ notice in the future. The approval will be effective until the Company’s next annual general meeting, when it is intended that a similar resolution will be proposed.

Note that the changes to the 2006 Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting and we do this by enabling shareholders to lodge their instructions online via www.flybe-shares.com. An electronic voting facility is also available to shareholders who hold their shares through CREST and such shareholders are requested to read the section headed ‘Appointing a proxy through CREST’ in the ‘Important information’ section at the back of the Notice of Annual General Meeting.

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Resolution 15: Authority to purchase own sharesThat, the Company be generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the ‘2006 Act’), to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 1p each (‘Ordinary Shares’) in the capital of the Company on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 21,600,000;

(b) the minimum price (exclusive of expenses) that may be paid for an Ordinary Share is 1p;

(c) the maximum price (exclusive of expenses) that may be paid for an Ordinary Share is the higher of (1) the amount equal to 105 per cent. of the average of the middle market quotation for Ordinary Shares as derived from the Daily Official List of the London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and highest current independent bid as derived from the London Stock Exchange Trading system;

(d) the authority conferred hereby shall expire at the conclusion of the next annual general meeting of the Company to be held in 2017 or on 30 September 2017, whichever is earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and

(e) the Company may at any time prior to the expiry of such authority enter into a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority conferred hereby had not expired.

Explanatory Note to Resolution 15Resolution 15 will be proposed as a special resolution to give the Company authority to purchase its own shares in the market during the period until the next annual general meeting of the Company or 30 September 2017, whichever is earlier, for up to 21,600,000 Ordinary Shares, representing approximately 10 per cent. of the issued ordinary share capital of the Company (exclusive of treasury shares) as at 13 June 2016 (being the last practicable date prior to the publication of this Notice). The maximum and minimum prices at which the Ordinary Shares may be bought, exclusive of expenses, reflect the requirements of the 2006 Act and the Financial Conduct Authority’s Listing Rules.

It is the Directors’ intention only to exercise the authority to purchase the Company’s shares where it would increase the earnings per share of those Ordinary Shares that are not re-purchased. This power will only be used if the Directors consider that to do so would be in the best interests of shareholders generally. The 2006 Act allows the Company to hold its own shares in treasury following a buy back, instead of having to cancel them. This would give the Company the ability to re-issue treasury shares quickly and cost effectively, including pursuant to the authority under Resolution 12, and would provide the Company with greater flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any rights to receive dividends are suspended whilst they are held in treasury. If the Directors exercise the authority conferred by Resolution 15, the Company will have the option of either holding in treasury or cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.

As at 13 June 2016 (the last practicable date prior to the publication of this Notice) options to subscribe for a total of 5,643,163 Ordinary Shares were outstanding under the Company’s employee share schemes representing 2.60 per cent of the issued share capital of the Company at that date and 11.43 per cent of the issued share capital of the Company (excluding treasury shares) if the authority sought by this resolution were to be exercised in full.

Resolution 16: Reduction of CapitalThat the balance standing to the credit of the capital redemption reserve of the Company be cancelled.

Explanatory Note to Resolution 16Resolution 16 will be proposed as a special resolution, for the purpose of cancelling the balance of £22.5m standing to the credit of the capital redemption reserve of the Company. Subject to the consent of the Court, the purpose of the reduction of capital is to eliminate the accumulated deficit on the retained earnings account of the Company and to create a positive balance of distributable reserves of the Company for the reasons explained in the circular of which this notice forms part.

By order of the Board Registered Office: New Walker Hangar Exeter International Airport Clyst Honiton EXETER EX5 2BACatherine Ledger United KingdomCompany Secretary23 June 2016 Registered in England and Wales No. 1373432

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Further details of the proposed Reduction of Capital1 IntroductionIt was announced today that, as part of the arrangements for the Annual General Meeting (AGM), the Company is to seek authority from shareholders for the proposed cancellation of the Company’s capital redemption reserve in the sum of £22.5m (Reduction of Capital). This is proposed as resolution 16 in the Notice enclosed (Capital Resolution). Further information about the background to, and reasons for, the Reduction of Capital is provided below.

2 Background to and reasons for the Reduction of CapitalAs at 31 March 2016, the Company had a deficit on its retained earnings account in its balance sheet of £3.4m. While this deficit exists, the Company is prohibited under the Companies Act 2006 (2006 Act) from making distributions to shareholders, including the payment of dividends. It is also prohibited by this deficit from purchasing its own ordinary shares (unless funded out of the proceeds of a fresh issue of shares made for the purpose).

The Board is looking to introduce a new employee share scheme (Share Scheme) for employees of the Company and its subsidiaries (Group) alongside its current share plan(s). To support the Share Scheme, the Company wishes to have the flexibility (which currently it does not have) to buy-back ordinary shares of the Company from time to time (subject to the terms of the authority required to be granted by shareholders in general meeting) so that it has sufficient ordinary shares available to satisfy the exercise of any share options granted or proposed to be granted under the Share Scheme or additional share plans.

The Board also believes it is important for the Company to be in the position that it can lawfully make distributions to shareholders, such as the payment of a dividend should the circumstances in the future make it desirable to do so (and subject to the requirements of the 2006 Act). This requires not only that the accumulated deficit on the Company’s profit and loss account be eliminated but the creation of a positive balance of distributable reserves. Subject to the approval of the High Court of Justice of England and Wales (Court), the effect of the Reduction of Capital will be the creation of sufficient distributable reserves to achieve these objectives.

Under the 2006 Act the amount currently credited to the capital redemption reserve of the Company is treated as a non-distributable reserve, except to the extent that it is reduced or cancelled by a special resolution of the Company’s shareholders, and subsequently approved by the Court. If approved by the Court, the proposed cancellation of the capital redemption reserve would give rise to distributable reserves in the sum of £22.5m, which would be applied in the first instance in eliminating the accumulated deficit on the Company’s retained earnings account, leaving a positive balance of £19.1m. This balance will, subject to any steps required by the Court to protect the position of the creditors of the Company as at the date of the Reduction of Capital, give the Board the flexibility it requires to proceed with future grants of share options under the Share Scheme and to consider distributions to Shareholders should circumstances in the future make it desirable to do so.

3 Reduction of CapitalThe Reduction of Capital is conditional, amongst other things, on the passing of the Capital Resolution at the AGM and approval of the Court. The Reduction of Capital cannot become effective until confirmation from the Court has been obtained and the Court’s order and statement of capital approved by the Court have been registered at Companies House. Subject to the passing of the Capital Resolution, the Company intends to apply to the Court for an order confirming the cancellation of its capital redemption reserve.

If the Capital Resolution is not passed at the AGM and/or Court approval is not obtained, the Reduction of Capital will not take effect and the Company will not therefore be in a position to declare or make any distributions, including the payment of dividends to Shareholders, until such time as the deficit on the Company’s retained earnings account has otherwise been eliminated.

4 Court approvalIt is anticipated that the initial directions hearing in relation to the Reduction of Capital will take place on 04 August 2016, with the final hearing taking place on 17 August 2016. If the Court confirms the Reduction of Capital it is expected that such cancellation will take effect by 18 August 2016 (Effective Date), following registration by the Registrar of Companies in England and Wales. Each of these dates are subject to change. Any change will be notified via a Regulatory Information Service.

In order to confirm the Reduction of Capital, the Court will need to be satisfied that the interests of the Company’s creditors as at the Effective Date will not be prejudiced as a result of the Reduction of Capital.

In order to gain the approval of the Court, the Company will need to satisfy it that the Reduction of Capital will not result in the Company being unable to discharge any debt or claim as it falls due. It is for the Court to determine whether any creditor protection is required and, if so, what form it should take. If required to do so, the Company will put in place such form of creditor protection as the Court considers is appropriate in the circumstances and which is acceptable to the Company. The Company is not therefore able to guarantee that the entirety of the reserves arising on the Reduction of Capital will be immediately credited to the Company’s distributable reserves.

The measures taken for the protection of creditors may include, amongst other things, the Company giving an undertaking to the Court to create a special non-distributable reserve to which an amount required by the Court would be credited until those creditors of the Company as at the Effective Date who have not consented to the Reduction of Capital have been otherwise protected or discharged.

The Board reserves the right at any time before the Reduction of Capital becomes effective not to proceed with the Reduction of Capital.

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5 Effect of the Reduction of CapitalIf the Reduction of Capital becomes effective, subject to any requirements of the Court for the protection of creditors, the amount resulting from the cancellation of the Company’s capital redemption reserve will be credited to the Company’s retained earnings account to create additional distributable reserves. The Reduction of Capital does not involve any distribution or repayment to shareholders.

The Directors will determine the question of future distributions to shareholders in accordance with the best interests of the Company and the requirements of the 2006 Act. Nothing contained in this document shall be construed or relied upon as any statement or commitment as to the payment, timing or amount of any future dividends.

The Reduction of Capital will not change the number of ordinary shares in issue or the paid up share capital of the Company or change any rights attaching to the ordinary shares.

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Important information about the AGM1. Entitlement to attend and vote at the AGMOnly those shareholders entered on the register of members of the Company at close of business on Monday 25 July 2016 or, in the event that the meeting is adjourned, in the register of members of the Company at close of business on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting or any adjourned meeting.

2. Appointing a proxyMembers who are entitled to attend and vote at the meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. Your proxy could be the Chairman of the meeting, another Director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and must attend the AGM for your vote to be counted. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

A proxy form, which may be used to make such appointment and give proxy instructions, accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, or if you require to appoint more than one proxy, please contact our registrar, Capita Asset Services on 0871 664 0300 (UK callers, calls cost 12p per minute including VAT plus any additional network charges, lines are open 09.00 to 17.30 Monday to Friday) or +44 (0)371 664 0300 (non-UK callers).

Shareholders who prefer to register their proxy appointment and voting instructions electronically via the internet can do so at www.flybe-shares.com. To do this, shareholders will need their investor code which is shown on their share certificate. A proxy appointment and voting instructions submitted by this method will not be valid if received after 11.30am on Monday 25 July 2016.

To be valid any proxy form or other instrument appointing a proxy for use at the AGM (together with the power of attorney or other authority (if any) under which it is signed, or a certified copy (or notarially authenticated copy if executed outside the UK) of such power or authority) must be received by post at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) at Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or electronically at www.flybe-shares.com, in each case no later than 11.30am on Monday 25 July 2016.

In the case of a shareholder 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.

The return of a completed proxy form, other such instrument appointing a proxy, or any CREST Proxy Instruction (as described below), or appointing a proxy and giving voting instructions via www.flybe-shares.com will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so. If you have appointed a proxy and attend the meeting and vote in person, your proxy appointment will automatically be terminated.

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 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 meeting.

3. Appointing a proxy through CRESTCREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment of it by using the CREST electronic proxy appointment service. 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.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). 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 Capita Asset Services (ID RA10) by 11.30am on Monday 25 July 2016 or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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.

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CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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 (as amended).

4. Joint holdersIn 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).

5. Corporate representativesAny corporation that is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares. To be entitled to attend and vote at the meeting as a corporate representative, you must present an original letter of representation upon arrival.

6. Asking a question at the AGMAny member, or their duly appointed proxy, attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

(b) the answer has already been given on a website in the form of an answer to a question; or

(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

7. Nominated PersonsAny person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated (‘Relevant Shareholder’), have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights at the AGM.

The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons and so Nominated Persons cannot appoint a proxy. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

8. Voting rightsAs at 14 June 2016 (being the last business day prior to the publication of this Notice of Annual General Meeting) the Company’s issued share capital consists of 216,656,776 Ordinary Shares of 1p each, carrying one vote each. The Company holds no Ordinary Shares in treasury, therefore the total voting rights in the Company as at 13 June 2016 were 216,656,776.

As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company’s website.

9. Time of the AGMThe doors of the room in which the AGM will take place (directions are printed on the final page of this Notice) will be open at 11.00am and the AGM will start promptly at 11.30am.

10. Other mattersUnder section 527 of the 2006 Act shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter that such shareholders propose to raise at the meeting relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

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The request: may be in hard copy form or in electronic form (see 2 paragraphs below); either set out the statement in full or, if supporting a statement sent by another shareholder, clearly identify the statement which is being supported; must be authenticated by the person or persons making it (see 2 paragraphs below); and be received by the Company at least one week before the meeting.

In order to be able to exercise the shareholders’ right to require the Company to publish audit concerns, the relevant request must be made by a shareholder or shareholders having a right to vote at the meeting and holding at least 5% of total voting rights of the Company; or at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital.

Where a shareholder or shareholders wish to request the Company publish audit concerns such request must be made by either sending a hard copy request which is signed by you, states your full name and address to Company Secretary, Flybe Group plc, New Walker Hangar, Exeter International Airport, Clyst Honiton, EXETER EX5 2BA or a request which states your full name and address, and your investor code which is shown on your share certificate to catherine.ledger@flybe.com. Please state ‘AGM’ in the subject line of the e-mail.

11. Website giving information regarding the meeting A copy of this notice, and other information required by section 311A of the 2006 Act, can be found at www.flybe.com/corporate/investors. 12. Electronic addressesYou may not use any electronic address (within the meaning of section 334(4) of the 2006 Act) provided either in this Notice or any related documents including the Chairman’s letter and Form of Proxy to communicate for any purpose other than those expressly stated.

13. Documents available for inspectionThe copies of service contracts and letters of appointment of the Directors and articles of association of the Company will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturday, Sunday and public holidays excluded) and on the date of the AGM when they will also be available for inspection at the offices of The Maitland Consultancy, 125 Shaftesbury Avenue, London WC2H 8AD from 11.15am until the end of the AGM.

14. QueriesIf you have any queries please contact the Company Secretary, Flybe Group plc, New Walker Hangar, Exeter International Airport, Clyst Honiton, EXETER EX5 2BA.

Alternatively please contact the registrar Capita Asset Services on 0871 664 0300 (UK callers, calls cost 12p per minute including VAT plus any additional network charges, lines are open 09.00 to 17.30 Monday to Friday) or +44 (0)371 664 0300 (non-UK callers).

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Directions to AGM locationThis year’s AGM will be held in London and can be easily reached by public transport.

The AGM is at 11.30am on Wednesday 27 July 2016 at The Maitland Consultancy, 125 Shaftesbury Avenue, London WC2H 8AD.

Travelling to the AGMThe Maitland Consultancy125 Shaftesbury AvenueLondonWC2H 8ADT: +44 (0)20 7379 5151

Underground: Leicester Square (Northern and Piccadilly Lines) (4 minute walk)

Overground: Charing Cross Station (10 minute walk)