Aviall Announces Results of Special Meeting of Stockholders.

Business Editors & High-Tech Writers

DALLAS--(BUSINESS WIRE)--March 15, 2002

Aviall, Inc. (NYSE:AVL) announced that its stockholders approved the following two proposals submitted for their consideration at its Special Meeting of Stockholders held on March 15, 2002: (i) a proposal to approve the terms and issuance of shares of its Series D Senior Convertible Participating Preferred Stock, the issuance of shares of its Series D Senior Convertible Participating Preferred Stock as dividends on shares of its Series D Senior Convertible Participating Preferred Stock and the issuance of shares of its common stock upon conversion of its Series D Senior Convertible Participating Preferred Stock and (ii) a proposal to approve the terms and issuance of warrants exercisable for 1,750,000 shares of its common stock (subject to adjustment for antidilution events) and the issuance of shares of its common stock upon exercise of the warrants.

Aviall stockholders were entitled to cast an aggregate of 22,187,453 votes on each of the proposals considered at the Special Meeting. With respect to the first proposal, Aviall's stockholders cast a total of 14,254,426 votes, of which 13,549,481, or 95%, were cast in favor of the first proposal. With respect to the second proposal, Aviall's stockholders cast a total of 14,254,426 votes, of which 13,400,790, or 94%, were cast in favor of the second proposal.

As a result of stockholder approval of the two proposals, each outstanding share of Aviall's Series B Senior Convertible Participating Preferred Stock automatically converted into one share of Aviall's Series D Senior Convertible Participating Preferred Stock, and Aviall issued warrants exercisable for an aggregate of 1,750,000 shares of its common stock (subject to adjustment for antidilution events) to certain of its lenders. The Board of Directors intends to terminate Aviall's Certificate of Designations of Series B Senior Convertible Participating Preferred Stock and Aviall's Certificate of Designations of Series C Senior Participating Preferred Stock.

As a result of the conversion feature of the Series D Senior Convertible Participating Preferred Stock, Aviall is required to record a non-cash deemed dividend upon issuance of the Series D Senior Convertible Participating Preferred Stock. This one-time, non-cash deemed dividend is an accounting entry that will reduce retained earnings and increase paid in capital within the equity accounts, and will have no effect on net after-tax earnings. Because it is considered a deemed dividend, however, it will reduce earnings per share for the first quarter and full year of 2002. The deemed dividend will be calculated as the difference between today's closing market price of the common stock on the New York Stock Exchange and the $5.80 conversion price of the Series D Senior Convertible Participating Preferred Stock multiplied by 7,777,584 as-converted common shares.

The two proposals approved at the Special Meeting were submitted in connection with the financing transactions consummated by Aviall in December 2001 to secure the capital necessary to enter into the exclusive, 10-year, worldwide agreement with Rolls-Royce Corporation to become its exclusive service provider for Rolls-Royce Model T56 engine parts. Aviall was awarded the aftermarket fulfillment rights for new parts for the Rolls-Royce Model T56 series engine in December 2001.

Aviall expects to fully implement its operations under the Rolls-Royce agreement by the second quarter of 2002. During the implementation phase, Rolls-Royce continues to ship parts directly to the U.S. military and pays Aviall the equivalent of its expected gross margin for these direct sales. As a result, Aviall's net sales for 2002 will not reflect the amounts that would have been obtained on these parts sales if Aviall shipped the parts directly to the U.S. military, although Aviall anticipates that its net earnings per share will not be affected.

About Aviall, Inc.

Aviall is a leading solutions provider of aftermarket supply-chain management services for the aviation and marine industries. As the world's largest independent provider of new aviation parts and related aftermarket services, the Aviall Services business unit markets and distributes products for approximately 175 manufacturers and distributes approximately 90,000 line items for customer service centers located in North America, Europe and Asia-Pacific. Aviall Services also supports a full line of aviation batteries, hoses, and wheel and brake services. The Inventory Locator Service (ILS) business unit, headquartered in Memphis, Tennessee, provides information and facilitates commerce via its global electronic marketplace to enable subscribers to buy and sell commercial aviation and marine parts, equipment and services. Additional information on Aviall is available via the Internet at www.aviall.com.