Before the Department of Transportation Washington, D.C

BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) In the matter of the application of ) ) BAMBOO AIRWAYS JOINT STOCK COMPANY ) Docket DOT-OST-2021-_____ ) for an exemption from 49 U.S.C. §41301 ) )

APPLICATION FOR EXEMPTION

Communications with respect to this document should be addressed to:

Charles F. Donley II Edward W. Sauer Laura J. Ochoa Pillsbury Winthrop Shaw Pittman LLP 1200 17th Street, N.W. Washington, D.C. 20036 (202) 663-8448 phone (202) 663-8007 fax [email protected] [email protected] [email protected]

Counsel to Bamboo Airways JSC

DATED: June 1, 2021

BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) In the matter of the application of ) ) BAMBOO AIRWAYS JOINT STOCK COMPANY ) Docket DOT-OST-2021- ) for an exemption from 49 U.S.C. §41301 ) )

APPLICATION FOR EXEMPTION

Bamboo Airways Joint Stock Company (“Bamboo”), pursuant to 49 U.S.C. 40109, hereby requests an exemption from 49 U.S.C. 41301 and, to the extent necessary, from any other provisions of Title 49 and the Economic Regulations of the Department of Transportation

(“Department”) to permit Bamboo to engage in (i) scheduled foreign air transportation of persons, property and mail between Hanoi and Ho Chi Minh City, Vietnam, via the intermediate points Taipei, Taiwan, and Osaka and Nagoya, Japan,1 and the coterminal points Los Angeles

and San Francisco, California/New York, New York/Seattle, Washington/Dallas-Ft. Worth,

Texas, and beyond to Vancouver, Montreal and Toronto, Canada; (ii) scheduled foreign air

transportation of persons, property and mail from points behind Vietnam, via Vietnam and intermediate points, to 25 co-terminal U.S. points, and beyond, on a codeshare basis only with an authorized U.S. or third-country carrier; and (ii) charter foreign air transportation of persons, property and mail between (a) any point or points in Vietnam and any point or points in the

United States, and (b) any point or points in the United States and any point or points in a third

1 Without local traffic rights between Japan and the United States.

Application of Bamboo Airways Joint Stock Company Docket DOT-OST-2021-_____ June 1, 2021

country or countries, provided that such service constitutes part of a continuous operation, with

or without a change of aircraft, that includes service to Vietnam for the purpose of carrying local

traffic between Vietnam and the United States. Bamboo requests that any exemption granted by

the Department pursuant to this application remain in effect for a period of at least one year.

Bamboo intends to commence scheduled service to the United States in third quarter 2021.

In further support of its application, Bamboo states as follows:

1. The Applicant

Bamboo was established in 2017 and began flight operations on January 16, 2019. Since

then, it has grown its fleet and route system significantly, transporting more than 7.5 million

passengers and operating more than 60,000 flights as of March 2021. Bamboo was named by

World Travel Awards as Asia’s Leading Regional Airline (2020) and was identified by Forbes as

the airline to watch in 2020.

Bamboo is an experienced carrier and currently serves sixty domestic markets on a

scheduled basis, with hubs in Hanoi, Ho Chi Minh City and Quy Nhon. It additionally operates

charter flights to international destinations including Macau, Japan and Taiwan. Bamboo serves

its domestic and international destinations with its modern fleet of thirty aircraft including B787-

9, A321, A320, A319, and E190 Embraer aircraft. Bamboo has additional aircraft on order

including ten B787-9 aircraft. Bamboo earned IOSA certification on October 11, 2019.

In addition to scheduled service to the United States, future plans call for an increase in domestic service as well as international operations to Europe, Australis, North East Asia (Japan,

Korea, China, Hong Kong, Taiwan). Bamboo also plans codeshare service with a major U.S. carrier on routes between Vietnam and the United States.

2 Application of Bamboo Airways Joint Stock Company Docket DOT-OST-2021-_____ June 1, 2021

Bamboo’s headquarters are located in Binh Dinh. Bamboo’s principal business office is located at the following address:

Bamboo Airways Joint Stock Company 22nd Floor, Bamboo Airways Tower 265 Cau Giay Street Dich Vong Ward, Cau Giay District Hanoi Capital, Vietnam

Bamboo is organized and exists under the laws of Vietnam. Bamboo is a citizen of

Vietnam and is substantially owned and effectively controlled by citizens of Vietnam.

Bamboo is majority-owned by Mr. Trinh Van Quyet, who is a citizen of Vietnam. The remainder is largely owned by FLC Group Joint Stock Company and related companies, all of which are Vietnam citizens. FLC Group Joint Stock Company is one of the largest multi- industrial conglomerates in Vietnam, with interests in real estate, construction, hospitality, finance, mining, and aviation. Mr. Quyet serves as chairman of the Board of Management of

FLC Group Joint Stock Company and is its controlling shareholder.

Bamboo Airways JSC Ownership Structure

Shareholders Citizenship Ownership Mr. Trinh Van Quyet Vietnam 56.50% FLC Group Joint Stock Company2 Vietnam 25.85% FLC Holding Capital & Assets Management Joint Stock Vietnam 6.27% Company3 FLC Faros Construction Joint Stock Company4 Vietnam 5.63% Other Individuals and Corporations (none of which own five Various 5.75% percent or more)

2 Mr. Trinh Van Quyet owns 28.23% of FLC Group Joint Stock Company. No other shareholder owns 5% or more. 3 Shareholders include Mr. Trinh Van Quyet (60.48%), FLC Group Joint Stock Company (17.07%), Bamboo Airways Joint Stock Company (10.37%) and FLC Faros Construction Joint Stock Company (7.1%). 4 No shareholder owns 5% or more of FLC Faros Construction Joint Stock Company.

3 Application of Bamboo Airways Joint Stock Company Docket DOT-OST-2021-_____ June 1, 2021

Bamboo’s Board of Management consists of six persons and its Board of Directors

consists of twelve persons, all of whom are Vietnam citizens. Bamboo’s senior management

team consists of seven persons, all of whom are citizens of Vietnam. Exhibit A hereto lists each

of Bamboo’s directors, key management officials and their citizenship.

Bamboo submits that it is substantially owned and effectively controlled by Vietnamese citizens as required by Article 3 of the U.S.-Vietnam Air Transport Services Agreement, as

amended. Bamboo is more than 94 percent owned by Vietnam citizens. Nor is there any

question that Vietnamese citizens control Bamboo. All of Bamboo’s key management officials are Vietnamese as are all board members, including the board chairman. Thus, not only is the carrier substantially owned by Vietnam citizens, its day-to-day operations are controlled and managed by Vietnamese citizens.

2. The Proposed Service

Bamboo intends to begin roundtrip scheduled combination service between Ho Chi Minh

City and Los Angeles and San Francisco in third quarter 2021. Roundtrip service will be

operated four to seven times weekly using B787-9 aircraft configured in three classes.

Consistent with the bilateral and its expected designation,5 Bamboo requests an exemption

permitting it to engage in (i) scheduled foreign air transportation of persons, property and mail

between Hanoi and Ho Chi Minh City, Vietnam, via the intermediate points Taipei, Taiwan, and

Osaka and Nagoya, Japan, and the coterminal points Los Angeles and San Francisco,

California/New York, New York/Seattle, Washington/Dallas-Ft. Worth, Texas, and beyond to

Vancouver, Montreal and Toronto, Canada; (ii) scheduled foreign air transportation of persons, property and mail from points behind Vietnam, via Vietnam and intermediate points, to 25 co-

5 Bamboo anticipates Vietnam will soon designate Bamboo for U.S. service.

4 Application of Bamboo Airways Joint Stock Company Docket DOT-OST-2021-_____ June 1, 2021

terminal U.S. points, and beyond, on a codeshare basis only with an authorized U.S. or third-

country carrier; and (ii) charter foreign air transportation of persons, property and mail between

(a) any point or points in Vietnam and any point or points in the United States, and (b) any point

or points in the United States and any point or points in a third country or countries, provided

that such service constitutes part of a continuous operation, with or without a change of aircraft, that includes service to Vietnam for the purpose of carrying local traffic between Vietnam and

the United States.

3. Fitness

Bamboo’s operations are authorized and regulated by the Government of Vietnam.

Vietnam is a contracting State to the Convention on International Civil Aviation (“Chicago

Convention”) and observes all applicable ICAO standards. Vietnam is in IASA Category 1.

Appended hereto as Exhibit B is a copy of Bamboo’s homeland operating authority. This license is valid through January 8, 2022, and will be renewed thereafter. This license represents all of the authority Bamboo requires from the Vietnamese Government to provide the services described herein. The address of the Vietnam aeronautical authority is:

Civil Aviation Authority of Vietnam 119 Nguyen Son Street Long Bien, Hanoi, Vietnam

All services to and from the U.S. will be provided utilizing aircraft operated and maintained by Bamboo. All maintenance on Bamboo’s aircraft is performed in accordance with programs that comply with the provisions of ICAO Pilots and Airmen Annexes 1, 6 (Part 1) and

7. Bamboo has not had any fatal accidents or tariff violations in the past five years.

5 Application of Bamboo Airways Joint Stock Company Docket DOT-OST-2021-_____ June 1, 2021

Bamboo maintains liability insurance in compliance with the requirements of 14 C.F.R.

205, and its insurance certificate on Form OST 6411 is included as Exhibit C. Also included in

Exhibit C is Bamboo’s Warsaw agreement on Form OST 4523.

Financial statements for Bamboo are appended as Exhibit D. Bamboo operates without

assistance from the Government of Vietnam.

4. Public Interest Factors

Service between the United States and Vietnam is governed by the Air Transport

Services Agreement between the two countries signed in December 2003, as amended

(“Agreement”). Annex I.1.B.1. of the Agreement permits designated Vietnamese carriers to

operate from points behind Vietnam, via Vietnam and intermediate points, to a point or points in the United States and beyond, subject to the Special Provisions of Annex III, and Annex II

permits designated carriers to operate charter services. Bamboo expects to be designated shortly

(and allocated sufficient frequencies) by the Government of Vietnam in accordance with

Annexes I and II of the Agreement. The Government of Vietnam has selected Los Angeles, San

Francisco, New York, Seattle and Dallas-Ft. Worth as U.S. points for scheduled combination

service, Osaka and Nagoya Japan, and Taipei, Taiwan, as intermediate points, and Vancouver,

Montreal and Toronto, Canada, as beyond points.6 Vietnam has also selected 25 codeshare-only

points.7

The services proposed by Bamboo fully consistent with the bilateral. The United States

has consistently recognized that the inclusion of a service in a bilateral agreement to which the

6 By letter dated June 23, 2007, points in Japan and Taiwan were selected as intermediate and Vancouver, Toronto and Montreal were selected as beyond points subject to the Special Provisions of Annex III of the bilateral. 7 By diplomatic note dated December 23, 2005, the Government of Vietnam selected the following 25 U.S. cities as codeshare points: Atlanta, Austin, Boston, Chicago, Dallas-Ft. Worth, Denver, Detroit, Honolulu, Houston, Las

6 Application of Bamboo Airways Joint Stock Company Docket DOT-OST-2021-_____ June 1, 2021

United States is a party and the designation of a qualified foreign carrier for such service satisfy

all relevant public interest requirements for grant of exemption authority.8

5. Environmental Considerations

Bamboo submits that its application raises no environmental or energy issues. All of

Bamboo’s operations under this exemption will be conducted in accordance with applicable

noise abatement requirements. Similarly, approval of this application will not result in a near-

term increase in fuel consumption of ten million gallons or more.

WHEREFORE, Bamboo Airways Joint Stock Company respectfully requests that it be

granted an exemption from 49 U.S.C. 41301 to the extent necessary to permit Bamboo to provide

scheduled and charter foreign air transportation of persons, property and mail as more fully

described herein, or such other relief as the Department deems necessary and proper.

Respectfully submitted,

Counsel to Bamboo Airways JSC

DATED: June 1, 2021

Vegas, Los Angeles, Miami, Minneapolis, New York, Newark, Oklahoma City, Philadelphia, Phoenix, Portland (OR), St. Louis, San Francisco, San Jose (CA), Seattle, Washington D.C., and Wichita. 8 See, S.REP. No. 96-329, at 4 (1979), reprinted in 1980 U.S.C.C.A.N. 54, 57 (“The negotiation of a bilateral agreement itself represents a determination by the Government of the United States that the grant of route authority provided for under the bilateral is in the ‘public interest.’”).

Exhibit A

Bamboo Airways JSC

Board of Management

Name and Title Citizenship

Tranh Van Quyet Vietnam Chairman

Dang Tat Thang Vietnam Vice Chairman

Bui Hai Huyen Vietnam Vice Chairwoman

Huong Tran Kieu Dung Vietnam Vice Chairwoman

La Quy Hien Vietnam Member

Nguyen Ngoc Trong Vietnam Member

Board of Directors

Name and Title Citizenship

Dang Tat Thang Vietnam Chief Executive Officer

Nguyen Manh Quan Vietnam Executive Deputy Chief Executive Officer

Nguyen Ngoc Trong Vietnam Deputy Chief Executive Officer

Mai Dinh Toan Vietnam Deputy Chief Executive Officer

Truong Phuong Thanh Vietnam Deputy Chief Executive Officer

Name and Title Citizenship

Nguyen Khac Hai Vietnam Deputy Chief Executive Officer

Dam Ngoc Bich Vietnam Deputy Chief Executive Officer

Bui Quang Dung Vietnam Deputy Chief Executive Officer

La Quy Hien Vietnam Deputy Chief Executive Officer

Bui Hai Huyen Vietnam Deputy Chief Executive Officer

Vo Thi Thuy Duong Vietnam Deputy Chief Executive Officer

Le Thi Truc Quynh Vietnam Deputy Chief Executive Officer

Exhibit A

Bamboo Airways JSC

Key Management Officials

Name and Title Citizenship

Dang Tat Thang Vietnam Chief Executive Officer

Tran Quoc Chien Vietnam FO Director – Flight Operations Postholder

Truong Viet Cuong Vietnam GO Director – Ground Operations Postholder

Mai Dinh Toan Vietnam Director of Technical – Maintenance Postholder

Tran Le Van Tung Vietnam Head of Pilot Training – Crew Training Postholder

Nguyen Trinh Binh Vietnam SQA Director – Safety Postholder

Tran Duc To Vietnam Security Manager – Security Postholder

Exhibit B

Bamboo Airways JSC

License

Exhibit C

Bamboo Airways JSC

Certificate of Insurance (Form 6411) Warsaw Agreement (Form 4523)

AGENCY DISPLAY OF ESTIMATED BURDEN

The public reporting burden for this collection of information is estimated to average 15-30 minutes per response. If you wish to comment on the accuracy of the estimate of make suggestions for reducing this burden, please direct your comments to: U.S the Department of Transportation, Office of Aviation Analysis, X-56, 1200 New Jersey Ave., S.E., U.S. Department of Washington, D.C. 20590. According to the Paperwork Reduction Act of 1995, no persons are required to respond to a Transportation collection of information unless it displays a valid OMB control number.

Office of the NOTE: For information on where to file completed copies of this form, see FILING INSTRUCTION below. Secretary of Transportation OMB No. 2106-0030 Expires April 30,2023 FOREIGN AIR CARRIERS - CERTIFICATE OF INSURANCE (Ref. 20/00/06/BHHK/PC00033/G010)

POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY

FILING INSTRUCTIONS: File a signed original of this form with the Federal Aviation Administration, Air Transport Div., AFS-260, 800 Independence Ave., SW, Washington, DC 20591. (See EXCEPTION below.)

(Please type information, except signatures.)

THIS CERTIFIES THAT: PVI INSURANCE CORPORATION in conjunction with co -insurers (Name of Insurer)

has issued a policy or policies of Aircraft Liability Insurance to BAMBOO AIRWAYS JOINT STOCK COMPANY at Section 4, Nhon Ly Coastal Tourism Area,Cat Tien, Nhon Ly Town, Quy Nhon City, Binh Dinh Province, Viet Nam FAA Certificate number 20/00/06/BHHK/PC00033 effective from 1 September 20 20 until ten (10) days after written notice from the insurer or carrier of the intent to terminate coverage is received by the Department of Transportation.

NOTE: Part 205 of the Department’s Regulations does not allow for a predetermined termination date, and a certificate showing such a date is unacceptable.

1. The Insurer (Check one)  is licensed to issue aircraft insurance policies in the United States;  is licensed or approved by the government Vietnam to issue aircraft of insurance policies, or  is an approved surplus line insurer in the State(s) of

2. The insurer assumes, under the policy or policies listed below, aircraft accident liability insured to minimums at least equal to the following during operation, maintenance, or use of aircraft in “foreign air transportation” as that term is defined in the Federal Aviation Act (Complete applicable section(s) below):

A. CANADIAN CHARTER AIR TAXI OPERATIONS WITH PART 294 AUTHORITY ONLY

The aircraft covered by this policy have: (1) 30 or fewer passenger seats and a maximum payload capacity of 7,500 pounds or less; and/or (2) a maximum authorized takeoff weight on wheels of no more than 35,000 pounds. (Check separate or combined coverage as appropriate) :

 Separate Coverages: Minimum Limit Policy No. Type of Liability Each Each Occurrence Person

Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $75,000 $2,000,000 *(See Note)

Passenger Bodily Injury Liability $75,000 $75,000 x 75% of total number of passenger seats installed in the aircraft

 Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damage, and passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars

 This Policy covers CARGO operations only and excludes passenger liability insurance.

* NOTE: If the aircraft covered by this policy have more than 30 passenger seats or more than a maximum payload capacity of 7,500 pounds, the minimum limit per occurrence shall be $20,000,000

OST Form 6411

B. FOREIGN AIR CARRIERS OPERATING SMALL AIRCRAFT

The aircraft covered by this policy are SMALL AIRCRAFT (i.e., with 60 or fewer passenger seats or with a maximum payload capacity of 18,000 pounds or less). (Check separate or combined coverage as appropriate) :

 Separate Coverages: Minimum Limit Policy No. Type of Liability Each Person Each Occurrence

Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $300,000 $2,000,000 *(See Note)

Passenger Bodily Injury Liability $300,000 $300,000 x 75% of total number of passenger seats installed in the aircraft

 This Policy covers CARGO operations only and excludes passenger liability insurance.

C. FOREIGN AIR CARRIERS OPERATING LARGE AIRCRAFT

The aircraft covered by this policy are LARGE AIRCRAFT (i.e., with more than 60 passenger seats or with a maximum payload capacity of more than 18,000 pounds). (Check separate or combined coverage as appropriate) :

 Separate Coverages: Minimum Limit Policy No. Type of Liability Each Person Each Occurrence

Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $300,000 $20,000,000 *(See Note)

Passenger Bodily Injury Liability $300,000 $300,000 x 75% of total number of passenger seats installed in the aircraft

 Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damage, and passenger bodily injury. Policy No. 20/00/06/BHHK/PC00033 Amount of Coverage USD 1,000,000,000

 This Policy covers CARGO operations only and excludes passenger liability insurance.

3. The policy or policies listed in this certificate insure(s) (Check One): Make and Model FAA or Foreign Flag Registration No.  Operations conducted with all aircraft operated by the Insured  Operations conducted with the following types of aircraft:  Operations with the following aircraft: (Use additional page if necessary)

4. Each policy listed in this certificate meets or exceeds the requirements in 14 CFR Part 205. PVI Insurance Co rporation (Name of Insurer) (Name of Broker, if applicable) 24 th Fl, PVI Tower, Block VP2 Yen Hoa, Yen Hoa commune, Cau Giay Dist, Hanoi, Vietnam (Address) (Address ) Hanoi, Vietnam, 100 000 (City, State, Zip Code) (City, State, Zip Code ) VU BAO LAM Contact (person who can verify the effectiveness of the coverage) (Officer or authorized representative) 00 84 24 37335588 / 00 84 24 3733 6284 (Area Code, Phone Number) (Area Code, FAX Number) (Area Code, Phone Number) (Area Code, FAX Number) Authorised Signatory

(Signature, if applicable) (Date) 20 April 2021 (Date) …….. ………

Exhibit D

Bamboo Airways JSC

Financial Statements

CERTIFICATE OF SERVCE

I hereby certify that one copy of the foregoing application of Bamboo Airways Joint Stock Company has this day been served on each of the following individuals via e-mail.

Charles F. Donley II

DATED: June 1, 2021

[email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]