Itochu Corporation – TC Skyward Aviation (Aviation Capital Group)

WA-55035

Itochu Corporation (**Itochu**) proposes to acquire an interest in the Aviation Capital Group business (**Aviation Capital Group**) by acquiring 50% of the shares in TC Skyward Aviation U.S., Inc (**SKYU**, being the holding company of Aviation Capital Group), from Tokyo Century Corporation, with Itochu and Tokyo Century Corporation to each hold an equal 50% of the shares in SKYU following completion (the **Acquisition**). Itochu is a diversified general trading and investment company with interests ranging from raw materials through to manufacturing, distribution, retail, and services. In Australia, Itochu operates as a trading business across sectors including coal, metals and minerals, machinery, general merchandise, chemicals, and food. Itochu holds limited interests in the aviation sector in Australia, being an interest in Killick Aerospace (which has limited operations in Australia). Itochu is an existing shareholder in Tokyo Century Corporation, and accordingly already holds an indirect interest in Aviation Capital Group. SKYU is a holding company for Aviation Capital Group. Aviation Capital Group is a full-service aircraft asset manager based in the United States which operates a business leasing commercial aircraft to airlines. Aviation Capital Group has approximately 300 owned and managed aircraft, which are leased to approximately 85 airlines in around 50 countries. It specialises in commercial aircraft leasing and provides aircraft asset management services and aircraft financing solutions to third parties. In Australia, Aviation Capital Group's services are limited to dry leases of commercial aircraft.