contents

1 corporate information 2 operational and fi nancial highlights 3 chairman’s statement 5 review of operating and fi nancial performance 10 board of directors 16 senior management 18 fi nancial contents (including corporate governance) 94 interested person transactions 95 material contracts 96 use of proceeds 97 shareholders’ information 99 disclosure note 100 notice of annual general meeting proxy form corporate information

board of directors remuneration committee Mr. Joseph Yuvaraj Pillay Mr. Hsieh Fu Hua (Chairman) Independent Director and Chairman Mr. de Vaz Don Emmanuel Maurice Rosairo Mr. Koay Peng Yen Ms. Rachel Eng Yaag Ngee Executive Director and Group Chief Executive Officer Mr. Joseph Yuvaraj Pillay Mr. de Vaz Don Emmanuel Maurice Rosairo Mr. Yap Chee Keong Independent Director Ms. Rachel Eng Yaag Ngee risk management committee Independent Director Mr. Joseph Yuvaraj Pillay (Chairman) Mr. Hsieh Fu Hua Mr. Hsieh Fu Hua Independent Director Mr. Lang Tao Yih Arthur Mr. Lang Tao Yih Arthur Mr. Po’ad Bin Shaik Abu Bakar Mattar Independent Director Capt. Gerard Yeap Beng Hock Mr. Lee Chong Kwee Independent Director company secretary Ms. Joyce Fong Mr. Po’ad Bin Shaik Abu Bakar Mattar Independent Director registered office Mr. Yap Chee Keong 17 Changi Business Park Central 1 Independent Director #04-06/09 Honeywell Building 486073 Capt. Gerard Yeap Beng Hock Telephone number: +65 6422 2200 Non-Independent Director Facsimile number: +65 6422 2310 audit committee bankers Mr. Po’ad Bin Shaik Abu Bakar Mattar (Chairman) and New Zealand Banking Group Limited Mr. de Vaz Don Emmanuel Maurice Rosairo DBS Bank Ltd Standard Chartered Bank Mr. Lee Chong Kwee United Overseas Bank Limited Mr. Yap Chee Keong Westpac Banking Corporation executive committee share registrar and share transfer office Mr. Joseph Yuvaraj Pillay (Chairman) Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place Mr. de Vaz Don Emmanuel Maurice Rosairo #32-01 Singapore Land Tower Mr. Hsieh Fu Hua Singapore 048623 Mr. Koay Peng Yen Telephone number: +65 6536 5355 Facsimile number: +65 6536 1360 Mr. Lee Chong Kwee nominating committee auditors Mr. Hsieh Fu Hua (Chairman) Ernst & Young LLP Mr. de Vaz Don Emmanuel Maurice Rosairo Public Accountants and Certified Public Accountants One Raffles Quay Ms. Rachel Eng Yaag Ngee North Tower, Level 18 Mr. Joseph Yuvaraj Pillay Singapore 048583 Mr. Yap Chee Keong Audit Partner-In-Charge: Low Bek Teng Date of appointment: Appointed since financial year ended 31 March 2011

1 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 operational and fi nancial highlights

operational highlights FY13 FY12 % change Passengers booked (thousands)(1) 6,848 5,465 25.3 Revenue passenger-kilometres, RPK (millions)(2) 10,827 8,494 27.5 Available seat-kilometres, ASK (millions)(3) 12,907 10,447 23.5 Passenger load factor, RPK/ASK (%) 83.9 81.3 2.6 ppt Breakeven load factor (%) 84.8 93.4 (8.6) ppt Revenue per RPK (cents) 7.85 7.19 9.2 Cost per ASK (cents) 6.65 6.72 (0.9) Average number of aircraft(4) 30 28 6.7 Number of sectors flown 45,694 37,212 22.8 Average sector length flown (kilometres)(5) 1,569 1,558 0.7 Aircraft utilisation (block hours per aircraft per day) 10.8 9.0 19.4

financial highlights FY13 FY12 % change Income Statement ($ million) Total revenue 866 618 40.1 Total expenses 859 702 22.4 Operating profit/(loss) 7 (83) NM Profit/(Loss) after tax (45) (104) 56.5 Earnings/(Loss) per share (cents) Basic(6) (5.53) (14.94) 63.0 Diluted(7) (5.53) (14.94) 63.0 Key Financial Ratios Operating profit/(loss) margin (%)(8) 0.8 (13.5) 14.3 ppt Return on average equity (%)(9) (20.3) (47.1) 26.8 ppt Net debt/average equity(10) 1.8 1.9 (7.0) Statement of Financial Position ($ million) as at 31-Mar-13 as at 31-Mar-12 Total assets 1,049 1,072 (2.2) Total equity 199 249 (20.1) Cash 117 161 (27.1) Debt 514 584 (11.9)

"NM" refers to Not Meaningful

Group refers to Tiger Airways Holdings (the "Company") and its subsidiaries, including Tiger Airways Singapore ("Tiger Singapore") and Tiger Airways Australia ("Tiger Australia"). The Group's financial year is from 1 April to 31 March. Throughout this report, all figures are in Singapore Dollars, unless stated otherwise. Financial year ended 31 March 2014 is referred to as FY14, financial year ended 31 March 2013 is referred to as FY13 while financial year ended 31 March 2012 is referred to as FY12.

(1) Number of paying passengers booked on Tiger Singapore and Tiger Australia. (2) Number of paying passengers booked on scheduled flights multiplied by the number of kilometres flown. (3) Number of seats on scheduled flights multiplied by the number of kilometres flown. (4) Average number of aircraft operated by Tiger Singapore and Tiger Australia. (5) Average number of kilometres flown per sector. (6) Computed based on the weighted average number of ordinary shares outstanding during the year. (7) Computed based on the weighted average number of ordinary shares in issue, after adjusting for the effects of dilutive options and awards under the equity compensation plan. (8) Computed based on operating profit/(loss) divided by total revenue. (9) Computed based on profit/(loss) after tax divided by average total equity. (10) Computed based on borrowings less cash divided by average total equity.

2 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 chairman’s statement

Introduction In this second year under fresh leadership, the Tiger Group consolidated its efforts to improve governance in the interest of sustainability. The Group reversed the large operating loss of $83 million in FY2012, turning in a profit of $7 million. That surplus was not enough to avoid a net loss after tax of $45 million.

2 The established cubs of Tiger Singapore and Tiger Australia were joined by Tiger Mandala (Indonesia) and Tiger Philippines.

Tiger Singapore TR 3 Tiger Singapore powered ahead with growth of 15.5% in available seat-kilometres, 20.3% in revenue passenger- kilometres and 32.5% in top line revenue. Tiger Singapore will continue to expand briskly in the coming year. Rapid growth of this magnitude over a sustained period of time does introduce organisational stresses. Nonetheless we are confident that through improvements in organisation, structure, staffing and processes, Tiger Singapore will be able to sustain the standard and quality of its service.

Tiger Australia TT 4 By October 2012, Tiger Australia had emerged from the long shadow of suspension and regulatory restrictions that fell on it in July 2011. It is now completely free to operate where and when it wants domestically.

5 We are in the sixth year of operation in Australia, but have yet to justify our presence financially. That melancholic reality led the Board of Tiger Airways Holdings to the realisation that it needed a strong partner, and accordingly accepted an offer by to take a 60% stake in TT. Negotiations were completed speedily and approval granted, rather less speedily, by the Australian Competition and Consumer Commission soon after the end of the financial year.

6 Subsequently, the deal was approved by the Foreign Investment Review Board, and is expected to be closed by mid-July. TT will be run as an independent company and will continue using the Tiger brand name under a licensing agreement.

Tiger Mandala and Tiger Philippines 7 Tiger Airways Holdings invested in Tiger Mandala and Tiger Philippines in January and August 2012 respectively. The potential is vast in those largest two countries of ASEAN. Robust growth in incomes and wealth will powerfully drive their aviation industries. We intend to create the sinews of a robust organisation in each entity to take advantage of those opportunities.

The Future 8 While the emphasis in coming years will be on consolidating the new cubs, we keep an open mind on entering new ventures overseas. Benefiting from the painful lessons of the past, we shall prepare the ground patiently before committing valuable resources.

9 We have largely recovered from the traumas of the past, have improved governance, and introduced a new spirit of service and accountability in the organisation. It may be premature to claim that we have decisively turned the corner, yet. But we may be justified in saying that the Group has started the process, with results expected to flow through in a couple of years, or earlier.

Fund Raising 10 One of the highlights of the year was the successful fund-raising in the capital market. Through a rights issue and a perpetual convertible security, we raised almost $300 million. The purpose was to strengthen our balance sheet. We now have the resources to pursue our expansion plans with confidence.

11 The Board expresses its gratitude to shareholders for their valuable support.

3 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 chairman’s statement

People 12 We welcomed a new CEO in August, Koay Peng Yen. Peng Yen arrived with no previous aviation experience, having spent most of his career in shipping, a not unrelated transport sector. What impressed the Board was his perceived broad leadership capabilities and empathy with the business culture of South East Asia, our principal arena of activity in coming years. The Board is reassured by his brisk performance since taking the reins.

13 The Board is deeply indebted to Peng Yen’s predecessor, Chin Yau Seng, a secondee from Singapore , who entered at the epicentre of the crisis in July 2011. Yau Seng was a steady hand at the joystick. He stabilised the organisation and paved the way for the entry of the directly-employed CEO.

14 On behalf of the Board, I thank our CEO and the entire staff for dedication to their duties. They have toiled ceaselessly without counting the cost. The Board acknowledges their efforts and recognises the impact they have made.

15 I am grateful to my colleagues on the Board for their wise counsel and the unstinted contribution of their valuable time to rehabilitating the Group.

16 There will be one change in the Board at the coming AGM. Ms. Rachel Eng, who entered the Board in 2009 is retiring, and does not seek re-election. In her place, we welcome Mr. Lee Lik Hsin, Senior Vice-President for Corporate Planning in , our major shareholder. We thank Ms. Eng for her services to the Group, her measured and wise participation in the Board and its Committees, and her good humour and rapport with colleagues.

Our Patient Shareholders 17 Finally, I thank all our shareholders for their patience and forbearance. The Board and Management have endeavoured to steer the Group through turbulent weather. We believe we are emerging from the tumult of the past. Brighter days beckon.

J Y Pillay Chairman, Tiger Airways Holdings Limited

4 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 review of operating and fi nancial performance

Operating review

1. The year in review saw the Group consolidating its efforts to return to profitability. At the operating level, the Group recorded an operating profit of $7 million, a reversal from an operating loss of $83 million reported in the previous year.

2. The loss after tax was $45 million, a 56.5% improvement from the $104 million recorded a year ago. The improvement came largely from Tiger Singapore which recorded a solid set of results during the financial year.

Tiger Singapore

3. Tiger Singapore delivered an operating profit of $57 million in FY13, a record since it started operations in 2004, and a reversal from an operating loss of $16 million in the previous year. Revenue increased 32.5% to $611 million on the back of a 20.3% growth in passenger traffic volume (measured in revenue passenger- kilometres) and a 9.7% improvement in yield (measured in cents per revenue passenger-kilometre). As growth in traffic volume outpaced the 15.5% expansion in capacity (measured in available seat-kilometres), passenger load factor consequently rose 3.4 percentage points to 84.3%.

4. During the year, Tiger Singapore introduced new services to destinations such as Kochi, Hyderabad and Phnom Penh. There were also increases in frequencies on routes with good demand, such as Hong Kong, Bangkok and Penang.

5. In September 2012, Tiger Singapore successfully moved its base at from the Budget Terminal to Terminal 2. The move to the more accessible Terminal 2 allows for better customer experience, albeit at a significantly higher cost to the carrier and passengers.

6. In October 2012, Tiger Singapore signed an agreement with on a wide-ranging partnership to offer joint itineraries that greatly expand travel options. Customers may purchase a single itinerary for travel between destinations served by the two airlines.

Tiger Australia

7. Tiger Australia managed to steer its course towards a measured recovery from grounded operations. It gradually increased its flights to pre-suspension levels by October 2012 as the Civil Aviation Safety Authority of Australia fully lifted its restrictions associated with the grounding in 2011.

8. Its revenue increased 60.4%, in line with the growth in passenger traffic volume (+53.8%) and higher yield (+4.3%). Operating expenses increased 37.0%, albeit at a lower rate than the capacity operated, and as a result, unit cost decreased 10.8%. Notwithstanding the improvement in yield and reduction in unit cost, Tiger Australia continued to incur operating losses which amounted to $69 million. Severe and irrational competition led to over-capacity and yield erosion.

9. In October 2012, the Company announced a proposed sale of 60% stake in Tiger Australia to Virgin Airways Holdings Limited. The joint venture is expected to result in a stronger and more competitive Tiger Australia, through a faster growing network and fleet, and more attractive budget offerings to customers. Tiger Airways Holdings received green light from the Australian Competition and Consumer Commission in April 2013, and completion is expected by mid-July 2013.

10. During the year, Tiger Australia recommenced operations out of Sydney, its second base besides Melbourne. Deployment of aircraft to the Sydney base enabled better fleet utilisation through an expanded network.

5 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 review of operating and fi nancial performance

Tiger Mandala (Indonesia) and Tiger Philippines(1)

11. As at end March 2013, Tiger Mandala built up its fleet to seven A320 aircraft. Its network based in extended to 15 international and domestic routes. Aircraft will steadily be added, and its network expanded, including services to Hong Kong from July 2013.

12. During the year, the Group recognised $8 million in share of loss from Tiger Mandala. The unrecognised share of cumulative losses in Tiger Mandala amounted to $13 million as at 31 March 2013.

13. The investment in Tiger Philippines was completed in August 2012. By financial year-end, Tiger Philippines was operating two A319 and three A320 aircraft on 11 international and domestic routes out of Clark and Manila. Charter flights were introduced from Kalibo (Boracay) to Nanjing in April 2013. Starting July 2013, Tiger Philippines will be the only carrier to fly direct between Singapore to Kalibo (Boracay).

14. The share of loss from Tiger Philippines amounted to $19 million for the financial year.

Fleet Summary

15. The Group took delivery of eleven new A320 aircraft in FY13, financed through sale and leaseback arrangements. Two aircraft went to Tiger Singapore, one to Tiger Australia, five to Tiger Mandala and three to Tiger Philippines.

16. On 31 March 2013, the four airlines had a total of 43 aircraft. Tiger Singapore – 20 A320 aircraft; Tiger Australia – 11 A320 aircraft; Tiger Mandala – seven A320 aircraft; and Tiger Philippines – two A319 and three A320 aircraft.

Commercial Development

17. The Group continues to grow its ancillary offerings through various innovative commercial products and services. According to an industry survey, Tiger Airways Holdings had the highest ratio of ancillary revenue to total passenger revenue among Asian carriers in 2012.

18. In September 2012, web check-in for passengers travelling out of Changi Airport was launched. Passengers may check-in from 48 hours to 4 hours prior to their scheduled departure and self-print their boarding passes.

19. In October 2012, tigerplus was launched as an add-on premium service, which allows customers to enjoy greater convenience and comfort with the privileges of a dedicated check-in counter, access to premium lounge, and priority boarding service at an affordable price. In the same month, app was launched on Android, iPhone and iPad platforms to allow ease of bookings through mobile device.

20. In January 2013, Tiger Singapore officially launched tigerconnect, a seamless and hassle-free transfer service which allows passengers who purchase Combo Flights, travelling on multiple sectors on a single itinerary, to connect at Changi Airport Terminal 2 without the need for a second time check-in for onward flights at an affordable fee.

(1) Throughout this report, Tiger Mandala refers to the associate company, PT Mandala Airlines and Tiger Philippines refers to Southeast Asian Airlines Inc.

6 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 Financial review

21. The following table summarises the Group Financial Performance.

FY13 FY12 Group Financial Performance ($ million) ($ million)

Total Revenue 866 618 Total Expenses 859 702 Operating Profit/(Loss) 7 (83) Profit/(Loss) After Tax (45) (104) Earnings/(Loss) Per Share (cents) (5.53) (14.94)

Note: Group refers to Tiger Airways Holdings and its subsidiaries (Tiger Singapore, Tiger Australia, Roar Aviation, Roar Aviation II)

Group Revenue

22. In FY13, the Group recorded a total revenue of $866 million, an increase of $248 million (+40.1%) compared to the previous year. The growth in revenue was driven by higher passenger traffic volume (+27.5%) and stronger yield (+9.2%).

Group Expenses

23. Group expenses increased $157 million (+22.4%) to $859 million, in line with higher capacity operated (+23.5%). The increase in total expenses was mainly due to higher fuel cost (+$74 million), staff cost (+$21 million), airport and handling (+$19 million), maintenance, material and repair (+$19 million), aircraft rental (+$13 million) and other costs (+$11 million).

Breakdown of Group Expenses for FY13

Depreciation Marketing & distribution ($34 million or 4.0%) ($18 million or 2.1%)

Others Route charges ($33 million or 3.9%) ($36 million or 4.2%)

Aircraft rental Fuel Costs ($75 million or 8.7%) ($364 million or 42.3%)

Maintenance, material and repair ($86 million or 10.0%)

Airport and handling ($89 million or 10.4%)

Staff costs ($124 million or 14.4%)

7 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 review of operating and fi nancial performance

24. Fuel cost, the largest cost component, accounted for 42.3% of total expenses. The $74 million or 25.7% increase in fuel cost was mainly due to higher consumption (+23.4%), in line with higher capacity operated (+23.5%). Weakening of USD against SGD and decrease in average jet fuel price from US$128 per barrel in FY12 to US$127 per barrel in FY13 partially mitigated the fuel cost increase.

25. Staff cost rose $21 million or 20.6%, largely driven by an increase of 18.7% in average headcount to support network expansion and Group operations.

Group Earnings

26. The growth in revenue outpaced the increase in expenses, and as a result, the Group reported an operating profit of $7 million, a turnaround from an operating loss of $83 million incurred in the last financial year.

27. The Group reported a lower net loss of $45 million for the financial year, compared to a net loss of $104 million a year ago.

Group Financial Performances ($ million)

1,200 100 47 28 1,100 7 40 0 1,000 (48) 26 (83) (45) 900 (51) (100) 866 800 (104) 859

700 (200) 702 600 622 618 500 575 (300) 486 460 400 426 (400) 300 378

200 (500) 100

0 (600) FY09 FY10 FY11 FY12 FY13

Revenue Expenses Operating Profit/(Loss) Profit/(Loss) After Tax

Group Equity

28. Total Group equity at 31 March 2013 was $199 million, a decrease of $50 million from a year ago. This was mainly due to the losses incurred by the Group for the financial year.

Cash Flows

29. As at 31 March 2013, the Group generated $91 million from operations, largely driven by the turnaround in this year's operating results.

30. Capital expenditure of $531 million was primarily due to purchase of aircraft. Proceeds from disposal of aircraft under sale and leaseback financing arrangement generated $553 million.

8 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013