1 Investor Should Carefully Read This Prospectus and the Auction Regulation in Its Entirety Before Making a Decision to Purchase

BIDV SECURITIES COMPANY

INVESTOR SHOULD CAREFULLY READ THIS PROSPECTUS AND THE AUCTION REGULATION IN ITS ENTIRETY BEFORE MAKING A DECISION TO PURCHASE

THE AUCTIONEER

HO CHI MINH STOCK EXCHANGE

Address: 16 Vo Van Kiet Str., 1 Dist., Ho Chi Minh City

Telephone: (84.8) 38217713 Fax: (84.8) 38217452

THE ISSUER VIETNAM AIRLINES COMPANY LIMITED

Address: 200 Nguyen Son Str., Long Bien Dist., Hà Nội

Telephone: (84.4) 38272289 Fax: (84.4) 38722375

DOMESTIC ADVISOR

BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM SECURITIES JOINT STOCK COMPANY

Headquarter: 10th Floor BIDV Tower, 35 Hàng Voi Str., Hoan Kiem Dist, Ha Noi

Telephone: (84.4) 39352722 Fax: (84.4) 22200669

Branch: 9th Floor, 146 Nguyen Cong Tru Str., 1 Dist., Ho Chi Minh City

Telephone: (84.8) 39142956 Fax: (84.8) 38218510

THIS PROSPECTUS AND SUPPORTING DOCUMENTS ARE PROVIDED BY THE ISSUER, THE AUCTIONEER, THE ADVISOR, AND AGENCIES LISTED IN THE AUCTION REGULATION

TABLE OF CONTENTS

Part I. Introduction ...... 4 Subsidiary Operational And Financial The Public Offering ...... 5 Performance ...... 55 Post IPO Ownership Structure ...... 5 The Airlines Industry And Our Competitive Part II. General Information ...... 6 Position ...... 56 Legal Basis Of The Offering ...... 6 Part V. Post-IPO Strategic Direction ...... 60 Auctioneer, Issuer And Domestic Advisor’s Post-IPO Company Profile ...... 60 Contacts ...... 8 Post-IPO Strategic Direction ...... 64 The Responsibles For Information Related To Part VI. The Offering ...... 77 Vietnam Airlines’equitization ...... 9 Risk Factors ...... 77 Forward-Looking Statements ...... 11 The Offering And Payment Method ...... 81 Part III. Overview Of The Equitized Use Of Proceeds ...... 85 Organization ...... 12 Listing ...... 86 Company Profile ...... 12 Part VII. Conclusion ...... 87 Management ...... 17 Part VIII. Appendices ...... 88 Workforce ...... 22 Appendix 1: Operating Performance Of Our Valuation Results ...... 23 Subsidiaries ...... 88 Principal Assets Of Our Business ...... 26 Appendix 2: Property As Of Part IV. Business ...... 32 March 31st 2013 ...... 107 Our Business Prior To Equitization ...... 32 Appendix 3: On-Going Contracts And Group Operating And Financial Results .... 50 Commitments ...... 113

PART I. INTRODUCTION

This is an innitial public offering of Vietnam Airlines’ common stock, a step in our equitization process. Neither we, nor the advisors, have authorized any party to provide you with additional information or information different from that contained in (i) this prospectus, (ii) the Bidding Form, and the (iii) Auction Regulation. You should rely only on these documents to make purchase decision. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are offering to sell shares of our common stock only in jurisdictions where offers and sales are permitted. If you have any questions regarding this prospectus, you should inquire independent advisors. The information appearing herein is accurate only as of the date of this prospectus. Our business, financial conditions, liquidity, and operating results may have changed since that date. Vietnam Airlines Ltd. is a 100% state-owned company. We are currently in the equitization process to raise capital through shares offering while retaining the State’s existing equity. The number of shares issued in the upcoming offering will account for 25% of our share capital after equitization. We will continue to assume the existing rights, obligations, and benefits in accordance with applicable laws. Upon obtaining business license, Vietnam Airlines will have legal capacity as stated in the law of Vietnam including official seal and corporate bank account, and will operate under the State’s law and our Charter. As a part of our equitization process to become a joint stock company, we are offering to sell our Vietnam Airlines’shares. Investors will be Vietnam Airlines Joint Stock Company’s shareholders and assume all rights and obligations as stated in the State’s law and our Charter.

THE PUBLIC OFFERING

Common stock offered to public ...... 49,009,008 shares Par value ...... 10,000 VND Public Offering Price ...... 22,300 VND per share Minimum bidding volume ...... 100 shares Maximum bidding volume ...... 49,009,008 shares Type of auction ...... 2-level auction at Ho Chi Minh Stock Exchange. Investors will submit Bidding Forms at designated agencies and the forms will be forwarded to the stock exchange. Participants ...... Domestic & foreign individual and institutional investors meeting the requirements in The Auction Regulation of Vietnam Airlines. Prospectus ...... Provided by agencies in Auction Regulation and their websites, and at www.hsx.vn, www.bsc.com.vn and www.vietnamairlines.com. Registration locations ...... At designated agencies stated in the Auction Regulation. Deadlines for Registration Form submission, Deposit, and Bidding Form acceptance ...... As stated in the Auction Regulation Deposit requirements ...... 10% of registered shares at par value. Bidding Form submission period ...... As stated in the Auction Regulation. Auctioneer ...... HO CHI MINH STOCK EXCHANGE Address ...... 16 Vo Van Kiet Str., 1 Dist., Ho Chi Minh City Shares Payment, outstanding payment, and deposit refund As stated in the Auction Regulation. deadlines ......

POST IPO OWNERSHIP STRUCTURE

Total value % Number of shares (billion VND) The State ...... 75.00 1,057,638,000 10,576.38 Additional shares issued ...... 25.00 352,546,000 3,525.46 Shares offered to public ...... 3.475 49,009,008 490.09 Shares offered to foreign strategic investors ...... 20.00 282,036,800 2,820.36 Shares offered to employees at a discount ...... 1.475 20,795,100 207,951 Shares offered to Vietnam Airlines’ Union ...... 0.05 705,092 7.05 Total ...... 100 1,410,184,000 14,101.84

PART II. GENERAL INFORMATION

LEGAL BASIS OF THE OFFERING

Legal basis for state-owned company equitization  Decree No. 59/2011/NĐ-CP dated 18/07/2011 by the Government on wholly state-owned company equitization;  Decree No. 189/2013/NĐ-CP dated 20/11/2013 by the Government amending and supplementing a number of articles of Decree 59/2011/NĐ-CP;  Circular No. 196/2011/TT_BTC dated 26/12/2011 by the Ministry of Finance on initial public offering and use of proceeds of 100% state-owned enterprises;  Circular No. 202/2011/TT-BTC dated 30/12/2011 by the Ministry of Finance on the restructuring and valuation of 100% state-owned enterprises for equitization;  Circular No. 33/2012/TT-BLĐTBXH by the Ministry of Labor, Invalids and Social Affairs on employee benefits stated in Decree 59/2011/NĐ-CP dated 18/07/2011 by The Government on 100% state-owned company equitization;  Decision No. 929/QĐ-TTg dated 17/07/2012 by the Prime Minister ratifying “Restructuring state-owned enterprises, focusing on large groups and corporations for the period 2011- 2015 ” project;  Other relevant regulations.

Legal basis for Vietnam Airlines’ equitization  Decision No. 172/QĐ-TTg dated 16/01/2013 by the Prime Minister ratifying Vietnam Airlines equitization project for the 2012-2015 cycle;  Dispatch No. 1567/TTg-CN dated 18/10/2007 by the Government Office ratifying aircraft purchases and fleet development plan until 2015 and 2020;  Dispatch No. 1567/TTg-KTN dated 22/09/2008 by the Prime Minister ratifying fleet development plan of Vietnam Airlines and Vietnam Aircraft Leasing Company;  Dispatch No. 291/VPCP-ĐMDN dated 14/01/2008 by the Government Office on Vietnam Airlines’ equitization;  Dispatch No. 2129/VPCP-ĐMDN dated 15/11/2011 by the Prime Minister ratifying Vietnam Airlines’ restructuring plan  Dispatch No. 3184/VPCP-ĐMDN dated 07/05/2014 by the Government Office ratifying Vietnam Airlines’ valuation result;  Decision No. 1964/QĐ-BGTVT dated 27/06/2007 by the Minister of Transport on establishment of Vietnam Airlines’ equitization steering committee;  Decision No. 1641/QĐ-BCĐ.CPH-TCTHK dated 14/08/2007 by the Head of equitization steering committee on establishment of steering committee’s support team;  Decision No. 517/QĐ-BGTVT dated 12/03/2012 by the Minister of Transport on structuring Vietnam Airlines’ equitization steering committee;  Decision No. 763/QĐ-BCĐ.CPH-TCTHK DATED 18/05/2012 by the Head of equitization steering committee on structuring of support team;

 Decision No. 1792/QĐ-BCĐ.CPH/TCTHK dated 29/10/2012 by the Head of equitization steering committee on restructuring of support team;  Dispatch No. 315/BGTVT-TC dated 09/01/2013 by the Ministry of Finance on Vietnam Airlines’ date of valuation for equitization;  Resolution No. 83/NQ-CP dated 08/07/2013 by the Prime Minister on Monthly Government Meeting in June/2013, which contains relevant information on aircraft purchase guarantee mechanism for Vietnam Airlines;  Decision No. 2087/QĐ-BGTVT dated 18/07/2013 by the Ministry of Finance on changes to Vietnam Airlines’ steering committee members;  Decision No. 2572/QĐ-BGTVT dated 28/08/2013 by the Ministry of Finance on changes to Vietnam Airlines’ steering committee members;  Decision No. 2848/QĐ-BGTVT dated 19/09/2013 by the Ministry of Finance on changes to Vietnam Airlines’ steering committee members;  Dispatch No. 10191/BGTVT-QLDN dated 25/09/2013 by the Ministry of Transport on provisions for Vietnam Airlines’ equitization fee;  Dispatch No. 399/QĐ-BGTVT dated 12/02/2014 by the Ministry of Transport on changes to Vietnam Airlines’ equitization steering committee members;  Decision No. 1807/QĐ-BGTVT dated 14/05/2014 by the Ministry of Finance ratifying Vietnam Airlines’ valuation;  Decision No. 1611/QĐ-TTg dated 10/09/2014 by the Prime Minister ratifying Vietnam Airlines’ equitization plan;  Decision No. 3584/QĐ-BGTVT dated 24/09/2014 by the Minister of Transport ratifying public offering price and auctioneer for Vietnam Airlines’ initial public offering.

AUCTIONEER, ISSUER AND DOMESTIC ADVISOR’S CONTACTS

Auctioneer ...... Ho Chi Minh Stock Exchange Headquarter ...... 16 Vo Van Kiet Str., 1 Dist., Ho Chi Minh City Telephone ...... (84.8) 38217713 Fax ...... (84.8) 38217452 Website ...... www.hsx.vn

Issuer ...... Vietnam Airlines Ltd. Trading name ...... VIETNAM AIRLINES Headquarter ...... 200 Nguyen Son Str., Long Bien Dist., Ha Noi Telephone ...... (84.4) 38272289 Fax ...... (84.4) 38722375 Website ...... www.vietnamairlines.com

Domestic Advisor ...... Bank for Investment and Development of Vietnam Securities Joint Stock Company Headquarter ...... 10th floor, BIDV Tower, 35 Hang Voi, Hoan Kiem Dist., Ha Noi Telephone ...... (84.4) 39352722 Fax ...... (84.4) 22200669 Website ...... www.bsc.com.vn

THE RESPONSIBLES FOR INFORMATION RELATED TO VIETNAM AIRLINES’EQUITIZATION

Vietnam Airlines’ equitization steering committee Name Tittle Position Mr. Pham Viet Thanh ...... Chairman of Vietnam Airlines Head Mr. Nguyen Chien Thang ... Director General of Department of Enterprise Deputy Head Management - Ministry of Transport Mr. Pham Van Duc ...... Deputy Director General of Agency for Corporate Member Finance - Ministry of Finance Ms. Dao Thanh Thao ...... Deputy Director General of Department of Finance - Member Ministry of Transport Mr. Vu Anh Minh ...... Deputy Director General of Department of Enterprise Member Management - Ministry of Transport Mr. Pham Ngoc Minh ...... Member of Vietnam Airlines’ Board of Management, Member Chief Executive Officer of Vietnam Airlines Mr. Luu Van Hanh ...... Member of Vietnam Airlines’ Board of Management Member Mr. Nguyen Huy Trang ..... Member of Vietnam Airlines’ Board of Management Member Ms. Nguyen Thi Thanh Van . Member of Vietnam Airlines’ Board of Management Member Mr. Đao Quang Minh ...... Director of Vietnam Airlines Human Resources Dept., Member

Mr. Tran Thanh Hien ...... CFO & Chief Accountant Vietnam Airlines Member Mr. Pham Ngoc Vui ...... Vietnam Airlines’ Trade Union President Member Mr. Tran Van Thang ...... Senior Associate of Department of Business Innovation Member - Government Office Mr. Trinh Ngoc Thanh ..... Senior Associate of Department of Enterprise Member Management - Ministry of Transport Ms. Pham Thi Giang ...... Senior Associate of Department of Finance - Ministry Member of Transport

Issuer’s representatives Mr.Pham Viet Thanh .... Chairman of Vietnam Airlines Mr. Pham Ngoc Minh ... Board of Management, Chief Executive Officer of Vietnam Airlines

The listed individuals are responsible for the accuracy, integrity, and legality of the information and data in this prospectus for investors to make reasonable assumptions regarding our assets, business activities, financial conditions, performance, and future results before purchasing our shares.

Domestic Advisor’s representatives Mr. Do Huy Hoai ...... CEO of Bank for Investment and Developement of Vietnam Securities JSC The Domestic Advisor, Bank for Investment and Development of Vietnam Securities Joint Stock Company (BSC), prepared this prospectus based on the information provided by Vietnam Airlines. BSC has followed the guidelines required by applicable laws without providing any assurance to the value of the securities.

ABBREVIATIONS AND GLOSSARY

Certain airline industry terms and other terms are used in this prospectus to describe our business and financial performance.The following is a list of terms and abbreviations used herein: ASK ...... Available Seat Kilometers - a measure of an airlines’ passenger carrying capacity, equals the number of seats available multiplied by the distance travelled in kilometers ATK ...... Available Tonne Kilometers - a measure of an airlines’ total capacity, equals capacity in tonnes multiplied by the distance traveled in kilometers BSP ...... Billing Settlement Plan - a system facilitates and simplifies the selling, reporting and remitting procedures of IATA Accredited Passenger Sales Agents CLMV ...... Cambodia - Laos - Myanmar –Vietnam Codeshare ...... An arrangement among participating airlines to share one same flight Equitization ...... A term Vietnam uses to describe the process of issuing shares in the state-owned enterprises to private investors and transforming them into joint stock company Charter capital ...... A term Vietnam uses to describe the aggregate par value of the number of issued shares. The number of issued shares is the number of shares fully paid up to the company by shareholders. GSA ...... General Sales Agent IATA ...... International Air Transport Association Interlining ...... An agreement among participating airlines to serve passengers with connecting flights Decree 59 ...... Decree No. 59/2011/NĐ-CP dated 18/07/2011 by the Government on 100% state-owned company equitization PSA ...... Passenger Sales Agent RPK ...... Revenue Passenger Kilometers - a measure of an airlines’ traffic, equals the number of revenue-paying passengers multiplied by the distance traveled in kilometers RTK ...... Revenue Tonne Kilometers- a measure of an airlines’ total traffic (cargo and passenger), equals the actual freight in tonnes multiplied by the distance traveled in kilometers. (RPK is generally converted to RTK with each passenger equivalent to 90kg, including baggage) SPA ...... An agreement between airlines regarding price for interlining

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements based on our current projections and expectations about our future developments and financial performance, especially in the “Post-IPO Strategic Direction” section. Forward-looking statements are not historical facts and subject to various risks and uncertainties. Actual outcomes may materially differ from what indicated in these statements. Forward-looking statements reflect our current views with respect,but not limited to:  Vietnam Airlines’ company structure after equitization;  Changes in the legal environment;  Vietnam’s aviation industry outlook;  Our relationships and collaboration with foreign strategic investors and partners’ support in our operations and organizational management;  Our business strategies and its implementation;  Our business plan for the 2014-2018 period. Statements regarding our future financial perfomance, objectives, strategies, business model, organizational structure, and operations after equitization are forward-looking. Those statements may use words such as “will,” “believe,” “predict,” “estimate,” “project,” “may,” “plan,” “expect,” “intend,” “potential,” “should,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. While we believe our expectations are reasonable, such statements are not necessarily accurate indications of future results. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or other circumstances, except as required by law. With regard to this cautionary annoucement, investors should carefully evaluate all forward-looking statements in this prospectus in the context of risks and uncertainties.

PART III. OVERVIEW OF THE EQUITIZED ORGANIZATION

COMPANY PROFILE

Company background Vietnamese name ...... Tong Cong ty Hang khong Vietnam English name ...... Vietnam Airlines Company Limited Transaction name ...... Vietnam Airlines Abbreviated name ...... VIETNAM AIRLINES Head Office ...... No. 200, Nguyen Son Street, Bo De Ward, Long Bien District, Hanoi City Tel...... (84 4) 38272289 Fax ...... (84 4) 38722375 Website ...... www.vietnamairlines.com Logo ......

Tax identification number ...... 0100107518

Business registration No.0100107518 issued for the first time by Hanoi Department of Planning and Investment on 30/6/2010 and amended for the 2nd time on 06/12/2013.

An overview of our business According to the certificate of business registration No. 0100107518 issued by Hanoi Department of Planning and Investment for registration of the 2nd amendment on 6th December 2013, Vietnam Airlines’ lines of business consist of:  Management consultancy activities, including: Investments, Capital management for investment and production business; Foreign investment; Purchase and sale of enterprises; Capital contribution, purchase of shares, transfer of shares or sale of shares;  Air transport of passenger;  Air transport of freight, including transport of luggage, cargo, parcels, parcels, letters;  Services of direct support to air transport, including: General air activities (flying for aerial photography, geological surveys, calibration of aeronautical stations, repair and maintenance of high power lines, serving the oil and gas industry, afforestation, environmental monitoring, search of accidents, medical emergencies, political, economic, social, defense and security missions); Other specialized air services; Supply of commercial services, tourism, hotels, duty free sales at airports and provinces; other aviation services; Supply of technical ground services; services at the passenger terminals, cargo terminals and parking services at the airports;  Repair and maintenance of transport vehicles (except for automobiles, motorcycles, motorbikes and other motor – based vehicles), including: Maintenance of aircraft, engines, spare parts, aviation equipment and other technical equipment;  Manufacture of measuring, testing, navigating and control equipment, including: Manufacture of components and spare parts, aircraft material, technical equipment and other contents in the fields of aviation industry; Supply of technical services and spare parts for domestic and international airlines;

 Operational support services related to transport, including: Freight forwarding services; Investment and utilization of infrastructure at airports: passenger terminals, cargo terminals, technical infrastructure and services in the line of air transport; Multimodal transport;  Manufacture of aircraft, spacecrafts and related machinery, including : Aircraft export, engines, spare parts and aviation equipment (rent, lease, hire, purchase and sale) and other items as promulgated by the State; Production, import and export of equipment serving for the line of air transport;  Restaurant and catering services for mobile service, including: Production, processing, import and export of in-flight meals;  Wholesale of solid, liquid, gas fuels and related products, including: Supply of air petroleum and grease (including fuel, lubricants and specialized liquid) and other petroleum at the airports and other locations; Export-import of aviation petroleum and grease (including fuel, lubricants and specialized liquid) and other petroleum;  Agents, brokers of auctions, including: Agent of petroleum retail; Agents for airlines, Manufacturers of aircraft, engines, equipment, aircraft spare parts, international and domestic transport and tourism companies;  Other currency intermediation, including: Finance and Banking (the enterprise is only allowed to operate upon approval from national competent authorities);  Financial leasing activities, including: Financial leasing (the enterprise is only allowed to operate upon approval of the national competent authorities);  Printing (excluding those prohibited by the State);  Construction of houses in all kinds;  Architectural activities and related technical consultancy, including: construction consultancy (excluding design of the works);  Undergraduate and postgraduate training (the enterprise is only allowed to operate upon approval of the national competent authorities);  Labor supply (excluding brokerage, introduction, employment and labor supply for enterprises specializing in labor export and supply, management of labor working abroad); Export and import of labor (the enterprise is only allowed to operate upon approval from the competent state competent);  Professional scientific and technical activities;  Business of real estate, land use rights under owners, properties users or leaseholders; Other operational support services, including: E-commerce services (For lines of business under special provisions, the enterprise is only allowed to operate where meeting such provisions as prescribed by law).

Our history Our corporate history is deeply rooted in the the earliest days of the Vietnam civil aviation industry, since January 1956 when Civil Aviation Administration was established by the Government of Vietnam. From our humble beginning of a small fleet with 05 propeller aircraft of IL 14, AN 2, Aero 45.., we inaugurated our first domestic service in September, 1956. Originally, we were established as a State commercial entity serving large scale air transportation (originally known as the National Air Carrier) in 1993. On May 27, 1995, we were established under the Decision No. 328/TTg of the Prime Minister merging 20 aviation companies, in which we were the holding entity.

For the past 20 years, we have been contributing significantly to the development of the civil aviation industry, the national economy and Vietnam societal advancement in a time of industrialization and reform. The following table set out several of our development milestones since our inception in 1956: 1956 ...... The Civil Aviation Administration was established by the Government of Vietnam, commencing the beginning of the country’s civil aviation industry 1993 ...... Establishment of Vietnam Airlines 1995 ...... Establishment of Vietnam Airlines Corporation on the basis of merging Vietnam Airlines and 20 aviation companies 2002 ...... Vietnam Airlines introducing new symbol - the Golden Lotus

2003 ...... Restructued of Vietnam Airlines pursuant to Decision No. 372/QĐ-TTG dated 04/04/2003 issued by Prime Minister, commencing our first Boeing 777 flight, marking the very first step in our fleet renovation program. 2006 ...... Became an official member of IATA 2009 ...... Setting up Cambodia Angkor Air – a joint venture with the Royal Government of Cambodia with a share capital of 100 million USD, in which VNA holds 49% 2010 ...... Re-registeried our legal entity to a one member Limited Liability Company wholly-owned by the Government of Vietnam; becoming the 10th official member of the global alliance SkyTeam

2012 ...... Received the transfer of the state capital (68.46%) in Jetstar Pacific Airlines (JPA) from the Government of Vietnam, and thus becoming the majority shareholder of the company. 1/2013 ...... The Ministry of Transport approved March 31, 2013 as the valuation date of Vietnam Airlines equitization. 5/2014 ...... The Ministry of Transport approved the valuation result of Vietnam Airlines 9/2014 ...... The Prime Minister approved the Equitization Plan of Vietnam Airlines

Accomplishment and achievement  Ho Chi Minh Medal, awarded by the President of Vietnam in 2010;  Third-class Independence Medal, awarded by the President of Vietnam in, 2003;  First class Labor Medal, awarded by the President of Vietnam in 1996 & 1997;  Second class Labor Medal, awarded by the President of Vietnam in 2011;  Third-class National Service Medal, awarded by the President of Vietnam in 2010;  Award of Excellence, awarded by Foundation of Technological Development, Vietnam in 2000;  Award of Excellence, awarded by the Prime Minister in 2001;  Sao Khue (Venus) Star Award in 2005;  Illuminating Flag of the Government in 2011 (2nd runner-up);  Illuminating Flag of the Government in 2012 (winner);

 And many other noble prizes.

Main lines of business Air transport  Regular-scheduled flights for both passenger and cargo in the domestic and international markets;  Irregular-scheduled flights: VIP charter flight and air charter operation.  Codeshare partnership (blocked seat/space) arrangements. Operational support  Technical and commercial support services to airlines operating in Vietnam’s domestic airports. This includes technical support for aircraft at the airports, check-in procedures for passengers, luggage, packages and their handling, aircraft interior cleaning services, technical maintenance of equipments and specialized vehicles for aviation services;  Ticket sale representatives for other airlines; foreign exchange services;  Other services: commercial advertising on our publications; aircraft/house/infrastructure/airport facilities leasing; cargo handling and forwarding services; sale of duty free goods and other services.

Corporate and management structure Pursuant to Decree No. 183/2013/ND-CP dated November 15, 2013 issued by the Government of Vietnam approving the Corporate Charter and Ownership Structure of Vietnam Airlines, effective from January 5, 2014, Vietnam Airlines, as the one - member Limited Liability Company wholly owned by the State, is organized and operated under a parent - subsidiary model in accordance with the provision of law. Our Group structure consists of (i) Parent company (includes Head Offices and the dependent units); (ii) the Subsidiaries and Associates. The following list sets forth in more details our organizational structure as approved in our equitization plan:  The Head Office consists of Divisions and Departments;  Dependent Units: Consists of 14 dependent units, 32 branches, and representative offices at 20 countries and territories. These are parts of our integrated supply chain.  18 subsidiaries, in which we hold more than 50%, and 8 associates in which we hold 20% to less than 50%. These entities participate directly or indirectly in our aviation supply chain in order to provide an integrated set of aviation solution, culminating in our products. On the functional levels, we specialize ourselves into departments and divisions to handle our day-to-day business as well as administration function. The chart in the following page set out our management structure for the fiscal year 2013:

MINISTRY OF TRANSPORTATION

SUPERVISORY BOARD

BOARD OF MANAGEMENT

GENERAL SECRETARIAT INTERNAL AUDIT DEPT

PRESIDENT & CEO Emergency Committee; Safety Committee; VICE PRESIDENTS, CHIEF ACCOUNTANT Security Committee; …

Human resource Dept Training Dept Legal Dept Planing & Development Dept IT Dept

Party and Youth Union Corporate Affairs Safety-Quality & Security dept Investment dept Finance & Accouting Dept

FLIGHT OPERATION DIVISON COMMERCE DIVISION GROUND SERVICES DIVISION TECHNICAL DIVISION

Sales & marketing Marketing Services Dept Dept Operation Control Noibai Operation Center Vietnam Air service Center Cargo Planning & company (VASCO) Marketing Dept Technical Dept TanSonNhat Operation Flight crew 919 Northern Regional Center Vietnam Aviation Branch Material & Supply Cabin crew Noibai ground handling Dept Institute Middle Regional services Branch Flight training Center Danang ground handling Heritage magazine Southern Regional services Branch

Oversea Branches TanSonNhat ground Subsidiaries & (32) handling services Associates

MANAGEMENT

Coporate governance structure Our corporate and management structure consist of: The Board of Management: is the authorized representative of the Government in Vietnam Airlines, responsible for the rights and obligations of the State in our business. The term of Members shall not exceed 05 years. The Members can be reappointed. The President &CEO: The President&CEO is the legal representative of our company and is in charge of our daily operations in accordance with the objectives, plans, resolutions and decisions of the Board of Management and with the corporate charter, prevailing laws and regulations. They are legally accountable for the performance of their assigned tasks. Vice Presidents and Chief Accountant: shall be appointed, dismissed, removed (including compensations and other benefits removal) by the Board of Management at the proposals of the President &CEO. The Vice Presidents take part in, and are legally accountable the daily operations as assigned and authorized by the President &CEO, and report directly to the President &CEO. The Chief Accountant reports directly to the CEO and is responsible for: (i) Setting up the accounting system, establishing the appropriate protocols and suitable accounting teams; (ii) Making proposal relating to financial & capital management to ensure the capital needs for business operation; (iii) Assisting the CEO in financial supervision and managing the financial resources at Vietnam Airlines in accordance with finance & accounting standards and current regulations; (iv) Other rights and obligations as prescribed by law. Corporate Departments: Consists of advisory and functional departments with the function of advising and assisting the Board of Management, President&CEO in management and administration. List of Members in the Board of Management and Board of Directors The Board of Management:  Mr. Pham Viet Thanh - Chairman  Ms. Nguyen Thi Thanh Van - Member  Mr. Pham Ngoc Minh - Member - President &CEO  Mr. Nguyen Huy Trang - Member  Mr. Luu Van Hanh - Member The Board of Directors and Chief Accountant:  Mr. Pham Ngoc Minh - President &  Mr. Trinh Ngoc Thanh - Vice CEO President  Mr. Phan Xuan Duc - Vice President  Mr. Nguyen Ngoc Trong - Vice President  Mr. Trinh Hong Quang - Vice President  Mr. Le Hong Ha - Vice President  Mr. Duong Tri Thanh - Vice  Mr. Tran Thanh Hien - Chief President Accountant

PARENT COMPANY, PRINCIPAL SUBSIDIARIES AND AFFILIATES

Parent company The Ministry of Transportation holds a 100% stake in Vietnam Airlines.

Subsidiaries and affiliates The table in the following page sets forth the information regarding our subsidiaries. For further information regarding our subsidiaries and associates, see “Appendix I”

Registered capital of Contributed Vietnam Registered Contributed Vietnam capital of Airlines’ Main lines of Subsidiary name Head Office Currency share capital share capital Airlines Vietnam Airlines ownership business Vietnam Air Petrol 202 Nguyen Son, Long Million Aviation fuel Company Limited 400,000 400,000 400,000 400,000 100% Bien, Hanoi VND trading (VINAPCO) Vietnam Airlines Aicraft repair Noi Bai International Million Engineering Company Ltd 1,059,097 1,059,097 1,059,097 1,059,097 100% and Airport, Hanoi VND (VAECO) maintenance #02-05 Prime Centre - Automated Abacus Distribution 53 Quang Trung – USD 180,000 180,000 180,000 180,000 90% reservation Systems (Vietnam) Ltd Hanoi service #206A Preah Norodom Air Cambodia Angkor Air1 Blvd - Phnom Penh - USD 100,000,000 75,000,000 59,000,000 59,000,000 78.67% transportation Cambodia. Floor 3, Vietnam Airlines Corporation Jetstar Pacific Airlines JSC Million Air Building – Tan Binh 1,867,438.4 1,867,438.4 1,266,697.8 1,266,697.8 67.83% (JPA) VND transportation District – Ho Chi Minh City, Forwarding, 49 Truong Son - Ward ground Vinako Forwarding Co., Million 2 – Tan Binh District – 8,578.1 8,578.1 5,579.9 5,579.9 65.05% hanlding and Ltd (VINAKO) VND Ho Chi Minh City warehousing services 200/8 Nguyen Son – Bo Aviation Construction Million Civil De Ward – Long Bien 26,527.7 26,527.7 17,119.7 17,119.7 64.54% JSC(AVICON) VND construction District – Hanoi City Noi Bai Catering Services Noi Bai International Million 50,000 50,000 30,000 30,000 60% In-flight

1Due to commitments upon establishment of Cambodia Angkor Air Joint Venture (K6), the second round of investment period started from 2011, at which point we would contribute a further 49 million USD (not including an investment trust of 10 milions USD), equivalent to capital stake of 49% registered share capital. However, due to the non-fulfilment of remaining shareholders, our investment at K6 for the fiscal year ended December 31, 2013 is 78,67%. During the 3rd Quarter of 2014, the remaining sharehoders had completed their obligations and VNA’s stake at K6 was 49%. 19

Registered capital of Contributed Vietnam Registered Contributed Vietnam capital of Airlines’ Main lines of Subsidiary name Head Office Currency share capital share capital Airlines Vietnam Airlines ownership business JSC (NCS) Airport – Soc Son VND catering District – Hanoi City Tan Son Nhat Vietnam Airlines Caterers International Airport – In-flight USD 84,603.3 84,603.3 84,603.3 45,004.4 100% Ltd2 Tan Binh District – Ho catering Chi Minh City Noi Bai International Noi Bai Cargo Terminal Million Airport – Soc Son 95,850 95,850 52,840,3 52,840,3 55.13% Cargo services Services JSC (NCTS) VND District – Hanoi City 46-48 Hau Giang - Tan Son Nhat Cargo Ward 2 – Tan Binh Million Services Company 93,726 93,726 51,549 51,549 55% Cargo services District – Ho Chi Minh VND Limited (TCS) City No. 1 - Lane 196 – Air Services Supply Joint General Nguyen Son – Long Million Stock Company 28,000 28,000 14,838.2 14,838.2 52.99% aviation Bien District – Hanoi VND (AIRSERCO) services City Aviation 414 – Nguyen Van Cu Information and Million – Long Bien District – 55,800 58,031.7 30,600 30,600 52.73% IT services Telecommunications JSC VND Hanoi City (AITS)3 117 Hong Ha - Ward 2 Million Viet Flight Training (VFT) – Tan Binh District – 100,000 66,000 34,000 34,000 51.52% Pilot training VND Ho Chi Minh City Tan Son Nhat Cargo No. 6 Thang Long - Million Cargo, 51,430 51,430 26,230 26,230 51% Services and Forwarding Ward 4 – Tan Binh VND forwarding

2VACS was converted from a joint venture company. The difference between the registered share capital and share capital of the VNA by (i) the difference between exchange rate at the time of conversion and (ii) the purchase price when VNA bought the joint venture is lower than par value. 3 AITS hasn’t changed the business registration certificate in accordance with its contribution capital

Registered capital of Contributed Vietnam Registered Contributed Vietnam capital of Airlines’ Main lines of Subsidiary name Head Office Currency share capital share capital Airlines Vietnam Airlines ownership business Co., LTD (TECS) District – Ho Chi Minh services City Noi Bai International Air Noibai Airport Services Airport – Phu Minh Million transportation Joint-Stock Company 83,157,6 83,157,6 42,411,6 42,411,6 51% Commune - Soc Son VND support (NASCO) District – Hanoi City services No. 1 Lane 200/10 Aviation Labor Aviation labor supply and Nguyen Son – Bo De Million import-export import – export joint stock 10.000 10.000 5.100 5.100 51% Ward – Long Bien VND and tourism company (ALSIMEXCO) District – Hanoi City service Aviation Printing Joint 200 Nguyen Son – Bo Printing and Million Stock Company De Ward – Long Bien 21.419,2 21.419,2 10.924,2 10.924,2 51% packaging VND (AVIPRINT) District – Hanoi City services

WORKFORCE

Workforce structure As at the date of public disclosure of the company valuation result (14/05/2014), our total number of regular staffs and employees are 10,180. The number of our employee staying with us after equitization will be 10,180. The following tables sets forth information regarding our workforce composition on May 14, 2014. By gender By age Male ...... 5,528 Under 30 ...... 3,541 Female ...... 4,652 From 31 to 40 ...... 3,956 From 41 to 50 ...... 1,792 From 51 to 55 ...... 630 From 56 to 60 ...... 261

By education By department PhD ...... 23 Advisory & Strategy .... 602 Masters ...... 473 Flight operation ...... 3,201 Undergraduate ...... 4,252 Sales and Marketing .... 1,780 College ...... 857 Services ...... 4,128 Polytechnique ...... 913 Technical ...... 128 Vocational workers ..... 2,850 Others ...... 341 Technicians ...... 433 Untrained ...... 379

Workforce evaluation Our workforce has grown significantly in terms of quantity and quality in order to meet business requirements. Besides the fleet and equiment renovation program, we have been placing special focus on recruitment and training, particularly for those require dinstictive skill set in our operation such as pilot, flight attendant, engineer and aircraft technician.We plan to gradually reduce the number of foreign professionals requiring high compensation and benefits package. Our workforce is young on average. 75.9% of our team are under 45 years old, of which employees under 30 years old account for nearly 40%. The proportion of graduate and postgraduate employees accounts for 45.8%. Specialized aviation staff (pilot, technical staff, and cabin attendant) accounting for the majority (60%) of our workforce. With the goal of becoming a four-star airline by 2015 – 2016 and one of the premium air transportation service providers in South East Asia by 2020, we aim to provide a comprehensive training to our managers for them to excel and improve the working environment of our staff through our standardizing of job titles and further extending employees’ skill set through workshops and seminars. By applying the lastest practices in human resources management, we are now making transformative progress in increasing employee’s engagement, especially among our managers, flight operators and technicians. Diversifying our recruitment channels has now resulted in a team of pilots with 600 Vietnamese, meeting more than 69.8% of our operating requirement. Our productivity as measured by ASK per employee increased by 10% on yearly basis. Compared to other carriers in SkyTeam and Oneworld alliances, this is an above-average level of productivity, comparable to China Southern Airlines, Korean Air, and American Airlines.

VALUATION RESULTS

Enterprise valuation results as at 31/3/2013 Pursuant to Decision No. 1807/QĐ-BGTVT issued by Ministry of Transport dated 14th May 2014 on the results of Vietnam Airlines enterprise valuation for equitization: Using the book-value method as at 31st March, 2013 (after accounting adjustment based on recommendation from the State Audit of Vietnam): As of 31st March, 2013, we are valued at 57,156,505,406,732 VND (Fifty seven thousands one hundred and fifty six billion, five hundred and five million, four hundred and six thousands, seven hundred and thirty two VND), equivalent to 2,744 million USD (Two thousands, seven hundred and forty four million US dollars). The contribution capital from the State in the enterprise: 10,576,378,635,374 VND (Ten thousand and five hundred and seventy six billion, three hundred and seventy eight million, six hundred and thirty five thousands, three hundred and seventy four VND), equivalent to 507.79 million USD (Five hundred and seven point seven nine million US dollars). Using the valuation result done by Morgan Stanley & Co. International PLC and Citigroup Global Markets Asia Limited: As of 31st December, 2013, for the purpose of equitization we are valued at 57,047,892,000,000 VND (Fifty seven thousand and forty seven billion, eight hundred and ninty two million dong), equivalent to 2,739 million USD (Two thousands, seven hundred and thirty nine million US dollars). The contribution capital from the State in the enterprise: 23,493,984,000,000 VND (Twenty three thousand four hundread and ninety three billion, nine hundred and eighty four million dong), equivalent to 1,128 million USD (One thousand, one hundred and twenty eight million US dollars). Additionally, Decision No. 1807/QĐ-BGTVT dated 14th May 2014 specified that the Parent Company – Vietnam Airlines will not adjust VNA’s accounting books according to the results of enterprise valuation.

Assets not accounted for in the valuation Amount of assets not accounted in the equitization book value at 31st March, 2013 was 44,594,399,211 VND (in which Parent Company – Vietnam Airlines was 38,040,106,205 VND; VAECO was 101,159,281,058 VND and VINAPCO was 5,395,011,948 VND), including:  Unused assets: 135,630,757,258 VND;  To be liquidated assets: 8,963,641,953 VND;  Asset formed by the Bonus and Welfare reserve: 0 VND. Vietnam Airlines is responsible for handing over the unused assets and to be liquidated assets to the DATC (Debt &Asset Trading Corporation) while ensuring no loss of State’s properties occurs during the transfer.

Resolved issues following the recomendation of the State Audit of Vietnam Following the recommendation of the State Audit in the Assessment Report on the Valuation results, we have completed the followings:  Working with the Civil Aviation Administration of Vietnam/Local airport authorities to obtain the official confirmation for the form of land use in airports: the Civil Aviation Administration of Vietnam issued Decision No. 447/QĐ-CHK dated March 14, 2014 approving the land use plan of Vietnam Airlines in domestic airports.

 Completing the relevant steps to obtain the confirmation regarding the land use plan outside the airports of VINAPCO: Vietnam Airlines and VINAPCO have sent the Land Use Plan to the local People’s Committees of Hanoi, Ho Chi Minh, Da Nang and Khanh Hoa, of which all have sent the confirmation on the current situation and the Land Use Plan.

Issues to be resolved We will continue to resolve necessary legal requirements regarding property rights in accordance with the current regulations regarding our equitization process. Up to now, we have strictly followed the recommendations of the State Audit of Vietnam on issues related to land use rights. We have essentially resolved the legal procedures on the following cases: Regarding the 03 expired land use rights. These would continue to be leased to our company as specified in Decisions No. 4655/QD-UBND, 4659/QD-UBND and 4658 /QD-UBND dated September 9, 2014 issued by the Hanoi People’s Committee. Regarding the land use rights without official certificates. The certificates have officially been issued by the Gia Lai People’s Committee to Vietnam Airlines. Regarding the 04 plots in the airports without land use right contracts: We have sent the required document to the Civil Aviation Administration to initiate the signing of the land lease contracts. The Administration has aggreed with the plan and allowed us to complete the necessary procedures. Regarding the 09 plots outside the airports without legal documents. The Hanoi People’s Committee issued Decisions No. 4654-4661/QD-PPC on September 9th 2014 permitting us to lease 08 plots of land (the remaining plot of 1.78 ha would be returned to Hanoi People’s Committee). We are to verify and certify receivable and payable accounts which are not yet verified till the date of official conversion to a joint stock company (not including receivable and payable accounts which must be verified according to the technical specification in the application of Dispatch No.2903/VPCP-DMNN dated April 12, 2013). Currently, we have completed the verification except for the bad debts under the accounts of Indochina Airlnes, Aviation Hotel JSC and Aviation High grade Plastic JSC. We are to direct VINAPCO to continue to settle the damage caused after the incident at Lien Chieu warehouse (Da Nang), and resolve the financial issues related to the case. The ruling of the first trial on Febuary 27, 2014 by the People’s Court of Hanoi was that PJICO was to pay a compensation of 68,425,766,400 VND to VINAPCO. However, PJICO did not agree with this ruling and decided to appeal. There has not been a final decision from the appellate court. We are to direct VINAPCO to transfer the ground gasoline distribution system to Petro Vietnam Oil (PVOil) according to the guidelines from the Ministry of Finance, and report to the relevant authority in the case that our company value is affected by the transfer. On June 26, 2014, VINAPCO has completed transferring the assets to PVOil on 12am, July 1, 2014 . The following tables set forth the details regarding the transferred assets: Book value of the transferred assets on VINAPCO’s financial statements. Fixed assets

In VND, as at 30/06/2014 Assets Historical cost Net Book Value Tangible assets ...... 24,009,237,337 6,478,155,201 Buildings ...... 12,723,598,183 1,987,084,738 Equipments and machineries ...... 9,717,101,632 4,255,177,144 Transport vehicles ...... 1,097,130,357 – Office equipments ...... 203,256,718 7,289,831 Tanks ...... 268,150,447 228,603,488 Intangible fixed assets (land use right)...... 3,544,889,629 1,949,956,558

Current assets In VND, as at 30/06/2014 Inventory ...... 11,836,683,701 VND Trading tools & Equipment ...... Historical cost ...... 2,424,244,433 VND Net book value ...... 123,139,984 VND Receivables ...... Outstanding balances ...... 33,504,784,497 VND Bad debts provision ...... 27,705,608,441 VND Construction in progress ...... 995,495,390 VND Fuel Price Stability Reserve ...... Opening balance ...... (19,841,128,453) VND Closing balance ...... (14,307,871,124) VND Source: VINAPCO Workforce The number of employees transferred to PVOil is 155 employees, including 31 transferred to Middle Region Petro Unit and 124 transferred to Northern Region Petro Unit. Land The following table sets forth the details regarding the lands transferred to PVOil from VINAPCO Area (m2) Viet Tri Petrol warehouse – Ben Got ward, Viet Tri city, Phu Tho ...... 11,426.5 Head office of Northern Aviation Trading Services Unit, - Mai Lam commune, Dong 1,080 Anh, Hanoi ...... Ho Sen Petrol station – Nguyen Son, Long Bien, Hanoi ...... 464 Mai Lam Petrol station – Mai Lam commune, Dong Anh,– Hanoi ...... 2,939.5 Phu Lo Petrol Station – Phu Lo commune, Soc Son, Hanoi ...... 1,482 Hai An Petrol station – An Hung commune, An Hai, Hai Phong ...... 7,267.7 Viet Tri Petrol Station – Thanh Mieu ward, Viet Tri city, Phu Tho ...... 2,910 Tan Thinh Petrol station – Tan Thinh ward, Thai Nguyen city ...... 750 Vinh Yen Petrol station – Khai Quang commune, Vinh Yen, Vinh Phuc ...... 2,480 My Thuan Petrol station – My Thuan commune, My Loc district, Nam Dinh ...... 3,030 Ninh Binh Petrol station – Nam Thanh ward, Ninh Binh city ...... 1,944 Quang Nam Petrol station –Tam Dan, Tam Ky city, Quang Nam ...... 3,025 Dien Ngoc Petrol Station – Dien Ngoc Industrial Park, Quang Nam ...... 1,904 Phu Yen Petrol Station – Tuy Hoa town, Phu Yen province ...... 750 Da Nang Petrol Station – 154 Cach Mang Thang 8 street, Khue Trung, Cam Le, Da Nang . 688.7

PRINCIPAL ASSETS OF OUR BUSINESS

Our network Our network is our most valuable intangible asset. We are currently operating a high frequency, hub and spoke network, connecting the gateway airports in Hanoi and Ho Chi Minh City. Our objectives regarding route development strategy are as follows:  Domestic and CLMV network (Cambodia, Laos, Myanmar) is crucial to our competitive advantage and will be extensively developed;  Northeast Asia route is our core network due to its significant contribution to our profitability;  Transcontinental routes remain within our long-term strategy, which will be carefully researched and developed. To meet the growing demand of national economic development, our domestic route network has been rapidly developed and organized based on the model of hub and spoke, covering the whole regions, coinciding with Vietnam’s transportation planning and tourism development. We added 11 routes and increased frequency in our domestic network during 2008 – 2013. The trunk routes are operated with a high frequency throughout the day. The tourism routes connect popular attractions such as Da Nang, Hue, Nha Trang, Phu Quoc, Da Lat and Con Dao have been enhanced in capacity, satisfying the rising demand of traveling during the holiday season. Addtionally, the local routes connecting Haiphong, Vinh, Quang Binh, Quy Nhon, Can Tho, Tay Nguyen with other economic centre in Vietnam will continue to be maintained and structured to suit the demand to promote trade and tourism. Our international network has been expanding rapidly to meet the demand of development and economic - political - social exchange between countries, enhancing our regional competitiveness and maintaining our market position as the flag carrier of Vietnam. Regarding European network, we mainly have been servicing destinations including Paris, Frankfurt, Moscow, and London. Regarding Northeast Asia network, we have been constantly improving our offerings, increasing the frequency from Hanoi/Saigon/Danang to the main cities of Japan, South Korea, China, Taiwan ... to meet the growing demand from these potential markets. Regarding network in Southeast Asia, we have continuously been expanding in order to assert our position as the leading carrier in the region and making Vietnam as a gateway hub in Southeast Asia, connecting to other international financial and social centers. Specifically, from 36 international routes and 27 domestic routes in 2008, by the end of 2013, we have extended our network to 52 international routes to 29 destinations in 17 countries, 39 domestic routes to 21 domestic destinations. The following table sets out information regarding our route expansion for the period 2008 – 2013.

For the year ended December 31, 2008 2009 2010 2011 2012 2013 Domestic Number of Route ...... 27 31 35 37 38 39 Number of Destination ...... 19 20 20 20 20 21 International Number of Route ...... 36 36 43 46 47 52 Number of Destinations ...... 24 24 26 27 28 29 Number of Countries ...... 14 14 15 16 17 17 The following table shows information regarding our international route network as of June 30, 2014

Route Frequency (per week) Destinations

Route Frequency (per week) Destinations 8 81 5 Destinations Vientiane, Luang Prabang (Laos) CLMV Sub-region 6 73 Phnom Penh, Siem Reap (Cambodia) 2 8 Rangoon (Myanmar) 17 128 8 Destinations 4 32 Cao Hung, Taipei (Taiwan) Northeast Asia Tokyo, Osaka, Fukuoka, Nagoya 8 47 (Japan) 5 49 Seoul, Pusan (Korea) 4 destinations: Thailand, Singapore, Southeast Asia 7 99-102 Malaysia, Indonesia Australia 2 14 2 destinations: Sydney, Melbourne 6 destinations: Hong Kong, Shanghai, China 10 57 Beijing, Guangzhou, Chengdu, Hangzhou (China) 29-30 4 Destinations: 10 Paris (France) Europe 9 8 Frankfurt (Germany)

7-8 Moscow (Russia) 4 London (United Kingdom) TOTAL 53 29

Besides the current operating routes, we have continuously expanded the scope of business in various forms of cooperation through interlines, Special Prorate Agreement (SPA), and codeshare partnerships. By doing so, we have been able to expand our network, thereby expanding our destinations and developing our sales channel, diversifing our products, improving our international brand awareness. By the end of 2013, we have codeshare partnership with 20 airlines and and the French National Railway Company; SPA with 80 airlines and Deutsche Bahn – a German railway company. Through codeshare partnership, our total number of destinations increases by 66 cities, including 9 Asian cities, 6 Middle East cities, 19 American cities, 31 European cities and 1 African city.

Sales & distribution network Air transport is our main business and therefore constitutes our main revenue source. Air transport operation consists of passenger and cargo operations, air charter services, and other technical and economic services (aerial photography, geological surveys, etc) performed by Vietnam Air Services Company (VASCO) - a dependent unit of Vietnam Airlines. In the period of 2008-2013, transportation revenue accounted for 96,9% of total revenues. We have focused on our distribution system and sales network development to boost revenues and to penetrate new market segment. Our sales channels consist of: (i) direct sales at Vietnam Airlines offices and international branches; (ii) indirect sales through Passenger Sales Agents and General Sales Agents (PSA and GSA) designated by Vietnam Airlines, or via the BSP agents and tour operators. Our international sales channels cover extensively Asia, Europe, Australia and North America. At December 31, 2013, we had 32 representative offices in 20 countries and regions, 14 GSAs, joined BSP/ARC systems of 38 countries for ticket sales and distribution.. In the domestic sales network, we had 03 regional offices in the North, Middle and South located in Ha Noi, Da Nang and Ho Chi Minh City. The regional offices are responsible for ticket sales, distribution and promotion to approximately 200 domestic agents.

In line with the rapid development of e-commerce, we had invested in our online ticketing system to directly reach out to customers and reduce our selling expenses. Currently, revenue from online sales accounted for approximately 6.3% of our total revenue. E-tickets have been deployed since 2008 across our distribution network. We have signed contracts of selling e-tickets with 90 airlines, including SPA cooperation with 80 airlines. Our substantial sales agent network is our most important distribution channel, which contributes approximately 90% our ticket revenue. Through those agents, we can access an international customerbase.

Fixed assets We are a leading air service provider in Vietnam with large base of worldwide offices, subsidiaries and dependent units. We operate a considerable and diverse fixed assets base, and because of our business nature, assets such as aircraft, land use rights, management system, warehouses, electronic equipments, ground transportation vehicles play a crucial role in sustainability and development of our company. At the time of March 31, 2013, our total assets value according to net book value was 57,194 billion VND, in which our fleets constitutes 32,693 billion VND, accounting for 57% of total assets. The following tables set out our long-term asset value as of the date of valuation and by the end of fiscal year 2013.

As at March 31, 2013 In million VND Depreciation & Assets Historical cost Amortization Residual value Tangible fixed assets ...... 9,749,504 3,803,732 5,945,772 Owned aircraft ...... 7,832,195 2,717,860 5,114,335 Plants and Buildings ...... 271,752 98,936 172,816 Equipment and machinery .. 484,928 215,419 269,509 Vehicles ...... 742,653 510,644 232,009 Tools and other fixed assets . 417,976 260,873 157,103 Leased fixed assets ...... 38,798,707 11,222,085 27,576,622 Intangibles ...... 371,683 140,561 231,122 Land use right ...... 58,818 309 58,509 Other intangible fixed assets . 312,865 140,252 172,613 Total ...... 48,919,894 15,166,378 33,753,516

Source: Audited FS Vietnam Airlines at 31/03/2013 following Dispatch No.103/KTNN-TH issued by State Audit of Vietnam on 25/01/2014

For the fiscal year ended December 31, 2013 In million VND Depreciation & Assets Historical cost Amortization Residual value Tangible fixed assets ...... 11,160,908 4,286,970 6,873,938 Owned aircraft ...... 9,343,240 3,207,173 6,136,067 Plants and Buildings ...... 285,009 109,132 175,877 Equipment and machinery .. 430,923 202,268 228,655 Vehicles ...... 855,143 609,808 245,335 Tools and other fixed assets . 246,593 158,589 88,004 Leased fixed assets ...... 41,513,874 13,278,243 28,235,631 Intangible fixed assets ...... 391,017 187,301 203,716 Land use right ...... 57,054 - 57,054 Other intangible fixed assets . 333,963 187,301 146,662

For the fiscal year ended December 31, 2013 In million VND Depreciation & Assets Historical cost Amortization Residual value Total ...... 53,065,799 17,752,514 35,313,285

Source: Audited Financial Statement Vietnam Airlines at 31/12/2013. Fleet We have 821 aircrafts with an average age of 4.62 as at March 31, 2013. The following table sets forth our details regarding our fleet structure, fleet financing and fleet age at the time.

Ownership and finance Operating Average fleet lease lease Total age in year Boeing 777 ...... 4 6 10 8.91 Airbus A330 ...... 9 9 7.68 Airbus A321 ...... 28 16 441 2.8 Airbus 3202 ...... 3 3 5.42 ATR 72 ...... 9 5 14 5.42 Fokker F703 ...... 2 2 Total ...... 43 39 82 4.62

1 Not including 03 aircraft leased to K6; 2 We have retired all of our A320s since 2013; 3 We have retired all of our F70s since May, 2014. We had 83 aircrafts with an average age of 5.34 for the year ended December 31. 2013. The following table sets forth our details regarding our fleet structure, fleet financing and fleet age at the time:

Ownership and finance Operating Average fleet lease lease Total age (year) Boeing 777 ...... 4 6 10 9.67 Airbus A330 ...... 9 9 8.43 Airbus A321 ...... 31 17 48 3.28 Airbus 3202 ...... ATR 72 ...... 9 5 14 6.17 Fokker F70 ...... 2 2 Total ...... 46 37 83 5.34

The following table sets out our historical fleet development by aircraft types and method of funding from 2009 to 2013.

For the year ended December 31, Financing 2009 2010 2011 2012 2013 280-300 seats 17 20 21 19 19 B777.... Finance lease 4 4 4 4 4 B777.... Operating lease 6 6 6 6 6 A330 ... Operating lease 7 10 11 9 9 150-180 seats 27 32 39 45 48 A321 ... Purchase 2 2 1 1 3 A321 ... Finance lease 12 13 21 26 28 A321 ... Operating lease 3 7 7 13 17

A320 ... Operating lease 10 10 10 5 70 seats 13 16 16 16 16 AT7 .... Purchase 4 3 3 3 3 AT7 .... Finance lease 5 6 6 6 6 AT7 .... Operating lease 2 5 5 5 5 F70 ..... Purchase 2 2 2 2 2 Total 57 68 76 80 83

Other tangible assets  Plants and Buildings: including headquarter, offices, factories, training centers, warehouses….  Equipment and machinery: including automated queuing system, air-powered aircraft pressure washers, flight training devices, ground power units (GPU), fire alarm systems, portable water supply, computer networks, air conditioning units (ACU), and elevators…  Other vehicles: In addition to aircraft and aircraft engines, other vehicles include cars, trucks, dolly, high loader, push-back vehicles, and lavatory trucks for the purpose of ground handling services for passenger and cargo. Land We were using 991.446,3 m2 and 946,195.3 m2 of land at the date of company valuation (March 31, 2013) and at December 31, 2013 respectively with the following structure: 31/03/2013 31/12/2013 Area (m2) (%) Area (m2) (%) Land use right ...... 246.118,00 24.8 224.500,50 23.4 Land allocated with the collection of land use levy 15.447,30 1.6 14.758,60 1.5 Land allocated without the collection of land use levy 209.741,90 21.1 209.741,90 21.9 ...... Lease land with annual rental payment ...... 766.277,10 77.3 733.043,80 76.6 Total ...... 991.466,30 100 957.544,30 100

Vietnam Airlines land usage At 31/3/2013, Vietnam Airlines has 37 land plots of 301,902.3 m2, classified as follows:  Land by the State with the collection of long-term usage fees: 07 plots (8,456 m2) outside domestic airports.  Leased land with annual rental payment: 30 plots with total areas of 293,446.3m2, of which 75,336.3m2 (5 plots) are inside domestic airports and 218,110 m2 (25 plots) are outside domestic airports. As at December 31, 2013, we had returned 02 plots outside the airport to Ho Chi Minh city (total area of 2,822.2 m2) in accordance with the approved Land Usage Plan. We have been using the allocated land according to the official planning in which Vietnam Airlines’ land use rights mostly are long-term leases with annual rental payment. The remaining land use rights are purchased or transferred from the Government to the company Land use classification of VINAPCO On March 31, 2013, VINAPCO has 36 land plots of 293,990.45 m2, in which: Lands which will not be in use after the equitization:

 Lands allocated for the Noi Bai International Airport Project and lands used for VINAPCO’s commercial fuel business operation: 16 plots were transferred to PVOil with the total area of 42,561.7 m2 under the contract signed on June 16, 2014. VINAPCO continues using 20 plots with the total area of 251,428.75 m2, classified as follows: - Government’s properties: 03 plots with the total area of 6,302.6m2 - Leased land with annual payment: 17 plots with the total area of 245,126.15m2, in which: - Land inside domestic airports: 135,992.0m2 (10 plots); - Land outside domestic airports: 109,134.2m2 (7 plots). Land use classification of VAECO As of March 31,2013, VAECO has 05 land plots of 395,573.5 m2, which it will continue to manage and all of which are within the area of domestic airports, classified as follows:  Land allocated by the State without any fee: 02 plots with the total area of 209,741.9 m2  Leased land with annual payment: 03 plots with the total area of 185,831.6 m2 Detailed information about the land managed by Vietnam Airlines is provided in Appendix 02.

PART IV. BUSINESS

OUR BUSINESS PRIOR TO EQUITIZATION

Parent company operational performance Revenues structure With our core business being air transportation, our revenue drivers come from our passenger, cargo and air charter operations, both directly and indirectly through our dependent unit – VASCO (Vietnam Air Service Company). The remainder of our revenue structure stems from ancillary revenues. As previously mentioned, we earn a substantial majority of our revenue from air transport(96% of total revenue, 2008 – 2013 average). This can be further subdivided into passenger and cargo operations. Revenue from passenger operations makes up 89.7% of air transport revenues–(surcharge from fuel, insurance and refund fees already included) and 86.4% of total revenues in the same period.Our cargo operation contributes 8,9% to total air transport revenues and 8.6% to total revenues. During 2008 – 2013, our revenue grew by 19.7%/year, of which air transportation and ancilliary revenues growth were 19.9% and 20.1%, respectively. The economic downturn has created a significant decrease in global transport demand, and subsequently caused a reduction of 8.2% in our 2009 total revenues. Further impacts could be seen in our international passengers segment, which saw revenue went down by 8% compared to 2008. Domestic fuel surcharge, which was 200 billion VND in 2008, no longer contributed to total revenues in 2009. During the following years, we saw a substantial rebound in total revenues, especially in 2010 and 2011, when growth were 53.5% and 26% respectively. This results reflected three major changes in our operating environment:  An improved economic environment which boosted international and domestic passenger volumes (30% and 33%, in 2010)  Adjusted domestic sale price ceiling by the Ministry of Finance (an increase of 20% from April, 2011)  We seized the opportunity of the economic recovery to inaugurate 07 new international and 03 new domestic routes in 2010. In 2013, revenue growth was 6%, lower than the average in the previous year. Weaker JPY, AUD, KRW – currencies that we have major exposure to – and intense competition on European routes by South East Asia and European airlines affected our average yield on international routes. Despite this slow down, revenue in 2013 is still twice the size of what it was back in 2008 – 2009 during the economic downturn.

In million VND Year ended December 31, 2008 2009 2010 2011 2012 2013 Total revenues .... 25,277,008 23,202,718 35,604,454 44,874,845 49,577,019 52,828,835 Air transportation 23,979,934 21,922,250 33,943,447 43,234,000 48,453,993 51,366,955 Passenger ... 21,974,817 20,037,708 30,499,337 38,623,615 43,064,227 45,407,388 Cargo ...... 2,200,578 1,764,709 3,142,849 4,000,781 4,380,574 4,376,687 Air charter ... 95,391 119,833 301,261 346,598 521,18 924,309 Others ...... -290,852 488,012 658,571 Ancillary revenues 1,297,074 1,280,468 1,661,007 1,640,845 1,123,026 1,461,880 Technical & Commercial support ...... 568,859 538,512 599,022 687,008 720,212 775,221 Commission . 61,436 44,926 55,019 47,205 50,136 39,928

Unused ticket &Asset leasing 434,344 350,024 419,535 484,989 168,249 441,965 Others ...... 232,435 347,006 587,431 421,643 184,429 204,766 Deductible revenue -84,708 -141,814 -262,584 -347,161 -434,895 -368,775 Net revenue 25,192,300 23,060,904 35,341,870 44,527,684 49,142,124 52,460,060

Source: Vietnam Airlines Audited Financial Statement, 2008 – 2013. Passenger and Cargo revenue has already included refund, and fuel surcharge. Air Transportation Passenger operations. With respect to our passenger traffic, we flew a total of 72,8 million passengers in total during 2008 – 2013, 63% of which was domestic and 37% international. Passenger traffic growth was 10.9%/year, with a domestic growth rate of 10.8%/year and 11.2%/year for international. We flew 15 million passengers in 2013, or 1.7 times that of 2008. Our operating capacity, as measured by ASK, grew by 10.3%/year on average in the same period, of which domestic growth was 10.7% and international growth was 10.2%. Our capacity was 31,648 million seat kilometers, of which domestic was 8,604 million seat kilometer and international was 23.044 million seat kilometer during the year ended December 31, 2013. Total, domestic and international RPK increased by 11.1%, 10.2% and 11.5%, respectively. 2013 RPK was 25.098 passenger.kilometer, an increase of 70% compared to 2008. Load factor in 2008 – 2013 was 81% for domestic routes, 74% for international routes, and 76% in total. Most notably, 2013 international load factor was 78.7%, the highest figure we have obtained so far. In 2013, total passenger volume of Vietnam was 28.95 million of which Vietnam Airlines flew 15 million or 51.8% of the market, 9 million of which was domestic and 6 million was international. The following table sets forth our ASK, RPK, load factor, passenger volume and market share for our domestic and international passenger operations for the periods indicated: Year ended December 31, 2008 2009 2010 2011 2012 2013 Domestic ..... 4,283 4,984 6,428 6,906 6,423 6,969 RPK International... 10,520 9,671 12,742 14,185 16,269 18,129 Total ...... 14,803 14,655 19,169 21,091 22,692 25,098 Domestic ..... 5,181 6,165 7,974 8,542 8,154 8,604 ASK International... 14,202 13,881 17,053 20,014 21,586 23,044 Total ...... 19,383 20,046 25,026 28,556 29,740 31,648 Domestic ..... 82.7% 80.8% 80.6% 80.8% 78.8% 81.0% Load factor International... 74.1% 69.7% 74.7% 70.9% 75,4% 78.7% Total ...... 76.4% 73.1% 76.6% 73.9% 76.3% 79.3% Domestic ..... 5.4 6.3 8.1 8.9 8.3 9.0 Passenger volume International... 3.5 3.1 4.2 4.8 5.3 6.0 (million) Total ...... 8.9 9.4 12.3 13.6 13.6 15.0 Domestic ..... 78.7% 74.1% 79.1% 75.5% 70.6% 63.2% Market share International... 38.1% 35.0% 39.1% 40.1% 39.9% 40.6% Total ...... 55.6% 54.0% 58.5% 57.7% 54.4% 51.8%

Cargo operation. Total Revenue Tonne Kilomters during 2008-2013 was over 998 thousand tons, of which 600 thousand was domestic and 400 thousand was international. Total amount of cargo transported in 2013 was approximately 184 thousand tons, 144% that of 2008. Cargo transport growth, as measured by RTK, during 2008 – 2013 was 7.6%/year, of which domestic was 4.8% and international was 11.2%.

Available Tonne Kilometers growth during 2008 – 2013 was 12%/year, 5.6% for domestic and 14% international. Total RTK reached 522,074 thousand tonne kilometers, and load factor increased by 4% to 65.5% in 2012. We have an overwhelming comptetitive advantage in the domestic cargo transportation market, with a 5 year average market share of 90%. As for the international market, we hold a market share of 17% in 2013. Year ended December 31, 2008 2009 2010 2011 2012 2013 Domestic ..... 76,704 85,462 109,899 112,806 115,715 100,784 RTK International ... 219,283 207,509 305,719 299,219 363,908 421,290 Total ...... 295,987 292,971 415,618 412,025 479,623 522,074 Domestic ..... 154,768 190,858 255,829 260,519 204,123 177,499 ATK International ... 393,041 370,621 473,933 586,162 605,260 619,575 Total ...... 547,809 561,479 729,762 846,681 809,383 797,074 Domestic ..... 49.56% 44.78% 42.96% 43.30% 56.69% 56.78% Load International ... 55.79% 55.99% 64.51% 51.05% 60.12% 68.00% factor Total ...... 54.03% 52.18% 56.95% 48.66% 59.26% 65.50% Cargo Domestic ..... 77,403 87,310 112,707 119,072 102,260 97,726 Volume International ... 51,008 44,615 68,537 71,813 79,983 86,880 (Tonne) Total ...... 128,411 131,925 181,244 190,885 182,243 184,606 Domestic ..... 88% 84% 91% 92% 91% 75% Market International ... 20% 18% 21% 21% 19% 17% share Total ...... 37% 38% 40% 40% 34% 29%

Air charter4. In addition to our transport operation, we also promote our charter flight service line in recent years. There was 3,513 charter flights during 2008 – 2013, of which 89 were domestic and 3,424 were international. Charter flight operation generates 87.8 million USD in total from 2008 to 2013, most of which was from international flight (98%). Ancilliary revenues. Our ancilliary revenues of incidental revenues in ticket refund and cancellation, , revenues from support activities from our three ground handling services enerprises and other activities. While being only a minor part of our revenue base, this is an important business activity in our integrated supply chain. Ancilliary revenues grew by 20.1%/year during the last 5 years. In 2013, ancillary revenues was 1,461 billion VND, up 12.7% compared to 2008. Cost structure Our Total cost/Total revenue ratio is 99.5% on average during 2008 – 2013. Total operating cost in the same period is 40,210 billion VND/year, with an average growth rate of 16.6%/year, lower than that of net revenue (19.7%/year). Major changes in Vietnam Airlines cost structure are as follows:  Raw material is down from 43% to 38%  Financial expenses is down from 10.1% to 4.7%  Outsourced service is up from 33% to 43% Overall, there was a shift from raw material, financial and compensation expenses to depreciation and outsourced expenses. Other expenses is relatively stable in our cost structure. The reason for this change in our cost structure is due to a re-classification of in-flight meals from raw material to outsourced expenses. The following table sets forth our cost structure for the fiscal period from 2008 - 2013:

4 We supply our charter flight services to the Government of Vietnam, corporate and individual

2008 2009 2010 2011 2012 2013 (In Million VND) Cost % Cost % Cost % Cost % Cost % Cost % Raw material . 11,521,684 42.7% 8,336,485 34.0% 13,492,375 36.3% 17,716,036 37.1% 19,597,055 38.4% 20,351,127 37.8% Compensation 2,166,473 8.0% 2,027,989 8.3% 2,719,841 7.3% 3,842,864 8.1% 3,891,898 7.6% 3,848,668 7.1% ...... Depreciation . 1,474,144 5.5% 1,560,442 6.4% 1,791,117 4.8% 2,170,835 4.6% 2,796,099 5.5% 3,419,139 6.3% Out sourced 8,843,414 32.8% 10,370,347 42.2% 16,177,006 43.5% 20,572,521 43.1% 21,559,145 42.3% 23,108,030 42.9% expense ..... Other operational 220,821 0.8% 305,837 1.2% 406,181 1.1% 726,170 1.5% 1,022,966 2.0% 567,115 1.1% expense ..... Financial 2,727,971 10.1% 1,923,164 7.8% 2,553,563 6.9% 2,642,848 5.5% 2,069,046 4.1% 2,527,711 4.7% expense Others ...... 34,286 0.1% 29,662 0.1% 32,185 0.1% 37,652 0.1% 38,456 0.1% 37,668 0.1% Total ...... 26,988,793 100% 24,553,926 100% 37,172,268 100% 47,708,926 100% 50,974,665 100% 53,859,458 100%

Raw material expenses Our main raw material expenses drivers is jet fuel (Jet A-1), fuel for ground-based vehicles (petroleum & gas) and aviation lubricants, of which Jet A-1 is the main component in terms of volume and value. Raw material expense in 2008 - 2013 made up 37.7% of Vietnam Airlines total cost on average, second only to outsourced expense. Source of raw material. Domestic aviation fuel is supplied by VINAPCO (Vietnam Aviation Petroleum Company) – one of our subsidiaries. Fuel for international flights is purchased from foreign suppliers; some of these include Shell Aviation, Sinopec Hongkong, Petronas Dagangan Berhard, Chervon, JX Nippon, CNAF, Nanjing Air Fuel, and Shanghai Pudong International Airport Aviation Fuel Supply Co Ltd, among others. Raw material stability. Having a dedicated subsidiary for reliable fuel supply is one of our main competitive advantage. VINAPCO is one of two Jet A-1 fuel suppliers in Vietnam with a 90% market share. VINAPCO purchases fuel from Dung Quat Refinery and other reputable refinery in Asia (China, Thailand and Singapore) and from multi-national suppliers such as Shell and Sinopec. The company also offers refueling service for domestic and international carriers operating in Vietnam in a country- wide supply network. Aviation fuel purchased and/or imported by VINAPCO has to meet the national TCVN 6426 standard and AFQRJOS standard (Aviation Fuel Quality Requirement For Jointly Operated System Standard) by JIG (Joint Inspection Group) issued. Effect of fuel price on our cost structure. Fuel price is a material factor in our cost structure. Decision No.2967/QĐ-BTC dated December 6, 2011 stipulated a ticket price ceilling for passenger transportation by the Ministry of Finance, allowing airlines to flexibly set their domestic fares schedule. However, we could only partially adjust our domestic fares due to the recent reduction in domestic travel demand. Jet fuel costs accounted for the largest proportion of total operating costs of Vietnam Airlines. The proportion of jet fuel expense from 2008 to 2013 on average is 34.1%. The average figure for the three most recent years approximates around 37%, making jet fuel price one of the main cost drivers for us. Fuel price fluctutates depending on crude oil prices and is influenced by a number of factors: (i) the status of the oil reserves of major oil producing countries, and world oil supply and demand; (ii) the policies of OPEC countries; (iii) world financial market and the strength of the US Dollar; (iv) force majures such as natural calamities, sabotage, and armed conflict, among others. From 2008 to 2012, our fuel cost has steadily increased except for 2009, when world oil prices from an average 130 USD/barrel in 2008 to an average 72 USD/barrel in 2009. Average oil price between 2010 and 2012 are, respectively, 92 USD/barrel, 117 USD/barrel and 130 USD/barrel. In 2013, the average oil price decreased by 5.8%, to $122.5/Jet A-1 barrel, making our total fuel costs went down from 21,180 billion 2012 to 20,289 billion VND (a 4.2% reduction). In addition to the above factors, our fuel cost is also affected by exchange rate movements between the US Dollar and VND and the import tax and environmental protection tax. During the 2008-2013 period, a weaker VND increases the cost of fuel per VND for us. Jet fuel imports duty must be compliant with the regulations from the Ministry of Finance (currently 7%, according to Circular No. 16661/BTC- CST of the Ministry of Finance dated November 29, 2012). Current Environmental Protection Tax is 1,000 VND/litre (Environmental Protection Law, and Decision No. 1269/2011/UBTVQH12 dated July 14, 2011). Our fuel cost is also driven by volume, and more specifically, our route network expansion. During 2008 - 2013, our operating flight hours increased by 12% on average. To minimize potential risks in fuel price movements, from 2010, we hedged our fuel cost using derivatives contracts with financial institutions such as Citibank, Techcombank, and ANZ. These

36 contracts allow us to hedge 35% - 45% of total fuel consumption. Our hedge has saved us 214 billion VND in the three most recent years. For international routes, we apply a fuel surcharge in times of increased fuel cost. We have further improved fuel cost reduction measures by implementing a fuel-efficient flight program in cooperation with IATA. Other measures that have been implemented to control fuel cost include a flexible management of flight schedule, adjusting ASK/ATK based on marginal costs and revenues analysis. These adjustments are made on a daily and a per flight basis based on market demand and cost saving measures, which subsequently improve our load factor efficiency. Outsourced expense Outsourced expenses represent the largest source of expense in our cost structure (from 32,8% to 43,5% of our annual total cost, with a 41,1% average). During the period, we saw an increase in outsourced expense, primarily due to a re-classification of in-flight meals from raw material to this category in 2011. This explains the decrease in raw material components and the correspending increase in outsourced expense during the previous five years. The following are categorized as outsourced expenses:  Aircraft (seat, cargo) & engine leasing;  Codeshare partnerships (block seats/space);  Technical and commercial ground services;  Air traffic control & flight control (including at landing and departure);  Insurance;  Passenger service (in-flight meals and necessities, parking, shuttle bus, air-bridge, air-stair, among others);  Other outsourced service includes auditing & consulting, utilities and telecommunication. Total outsourced expense in 2013 was 23,108 billion VND, up 1,548 billion VND (or 7.2%) compared to 2012. Outsourced transportation vehicle expense was up 13%, mainly due to addional aircrafts & aircraft engine leases, block-space/seat agreement in the course of increasing our capacity. Other expense Employees’ compensation and depreciation constitute 7.7% and 5.5% of total annual expense during 2008 – 2013, averaged 3,000 billion VND and 2,200 billion VND respectively.. Depreciation for 2013 was 3,400 billion VND, up 22.3% (or 623 billion VND) compared to 2012 due to the additional aircrafts in operation. Despite of the addional aircraft, workers’ compensation is down to 93.69% compared to that of 2012 – a result of our increased productivity and cost control measures. Financial expense is 5 – 10% of total cost, and its contribution is gradually decreasing in our cost structure. Financial expense in 2013 was 2,527 billion VND, up 22.2% compared to 2012. Of these, interest expense and exchange rate expenses account for 1,229 billion VND and 1,126 billion VND, respectively. We could meet a part of our transactional demand with our diverse foreign currency revenues sources (6,37% in USD, 49,89% in VND and 43,41% in other currencies). Average borrowing cost for all domestic and foreign currencies1 loans of Vietnam Airlines in 2013 was 4.2%/year. Since our debt repayment for our Airbus aircraft purchase is guaranteed by the ECA (European Collectors Association), we can borrow at a stable, competitive rate. Technology We consider information technology (IT) a vital tool in our strategic development. IT is an integrated part of our competitive strategy, especially in our transportational, technical and commercial

1 In VND equivalent

37 operation. Our aim is to build up an innovative IT system that would assist us in improving productivity and efficiency management. The following IT projects are currently, or already, being implemented in our management and operation:  Cloud computing  Electronic office  Web base & mobility  Oracle accounting database management  Kale revenue accounting management  Office automation  WAN/LAN to connect our domestic and our 50 international representative offices with our head office and our subsidiaries As for flight operation management, we used IT solutions provided by LHS, Rockwell Collins and Jeppensen. The technology we used is pervasive throughout our operating processes, including, flight planning, scheduling, operation, and crew. All technical operation (MRO, plane status monitoring and maintenance) is automatized using solutions from Boeing, Airbus, IFR and ARINC. At our commercial and service operation, we constantly put new technical solutions to work and to further improve our customer service. We use Sabre technology in our reservation and departure control process, Frequent Flyer Program by UNISYS, cargo reservation program (CargoSpot) by CHAMP, Unit Load Device (ULD) management by SITA, World Tracer lost luggage tracker by SITA, and Skyteam applications. We have also implemented our integrated management solutions for our Revenue Accounting system (RAS), General Accounting System (GAS), E-learning, and our contracting and purchasing order (PO) management. We strive to improve the interaction between the company and our passengers through our online reservation system, mobile apps for frequent flyers. The level of technological investment in 2011 and 2012 is 504 billion and 542 billion VND, respectively. Investment is integrated at the most fundamental level to meet the demand of our operation. We believe our technological system is comparable to other international airlines. Our IT investment strategy will be centralized to apply the best practices in aviation procedures , creating a seamless operation in our corporation. We are upgrading a number of core system (ground operation support for for the new generation of B787-9 and A350 aircraft, Information Systems Administrator - MIS), and Human Resources Management System (HRMS) ...). In addition, we will also focus on the development of IT as an important technology milestone and, increased interaction with customers to enhance corporate governance and administration systems. We will continue to carry out the application and integration of modern Cloud Computing, Mobile technology and SOA and the construction of a Disaster Recovery (DR) to ensure security and the continuity of IT applications. Our fleet We grew our fleet from 76 aircrafts in the begining of 2012 to 83 aircrafts in late 2013 with a total investment of 7,477 billion VND in 2012 and 7,107 billion in 2013, respectively. We operate one of the youngest fleets compared to other traditional airlines (5.4 years on average, compared to 10.2 years for Japan Airlines, 12.1 years for Thai Airways, 9.9 years for Air France, and 10.1 years for Korean Air), thereby allowing us to offer our customers a premium travel experience. We are currently investing in our aircraft interiors, extending seating space, thus creating a more relaxed environment for our passengers and enhancing our in-flight entertainment program, thereby improving our competitive position.

Our fleet structure is relatively homogeneous, the majority of which are 180 seat A321 (57%), widebody Boeing B777 and Airbus A330 (23%) and ATR72 and Fokker F70 (20%). Here we saw similarities with Malaysia Airlines and Philippines Airlines, who operates with 50% 150-180 seat aircraft in their fleet. Singapore Airlines and Thai Airways has a higher proportion of widebody aircraft, accounting for nearly 90%. We plan to introduce lighter, more fuel-efficient aircraft by introducing the Boeing B787-9 and Airbus A350-900 in our fleet starting from Mid 2015. These are intercontinental ranged modern aircraft with cutting edge technology, higher fuel saving capability and longer useful life. We expect to commit 8,737 billion VND in 2014, 19,191 billion VND in 2015 and 15,596 billion in 2016 to invest in upgrading our long-haul fleet to the A350 and B787, therefore extending our capacity and meeting market demand. Equipment We own three dependent ground handling service enterprises at Noi Bai, Da Nang, and Tan Son Nhat. They are responsible for the organization and the implementation of technical and commercial services in our operations and for other airlines. We have actively invested 60 billion VND in 2012 and 55 billion VND in 2013 in handling equiments. These include airstairs, push-backs, dolly and forklift, power supply units, portable water supply, lavatory trucks.... These fully supply adequate services for us and other airlines when required. 94% of these equipments are imported from Germany, USA, UK, France, and Japan. In the period 2014-2018, we plan to invest approximately 606 billion VND in 154 handling equipments and 459 dollies. In addition, we also invested in 01 Full Flight Simulator (FFS) manufactured by CAE with a total investment of 247.5 billion VND for our type rating and recurrent training process for our A320/A321 pilots in Vietnam while saving on training costs in foreign facilities.. With the available infrastructure in our Flight Training Center, we are also considering a number of joint venture projects with other FFS users to introduce addional FFS equipments into operation for the purpose of providing training services for our pilots and other clients. Research and Development We prioritse investing and implementation in Research and Development. These are done pervasively at the fundamental level at each functional department. R&D is delegated to the departmental level, the details of which are as follow:  Corporate Planning and Development Department: route network and fleet development;  Marketing & Sales: sales & promotion packages;  Distribution and Sales: in-flight and ground services. Here our aim is to improve the experience of our passengers services by enhancing our offering to our customers. We are focusing specifically on the following areas in our R&D:  Further develop our premium product line by making our business class service on long-haul flight more comfortable; An overhaul of in-flight connectivity, where passengers can make connection to the ground using their hand-held devices using wireless internet access. We are popularizing other options to simplify the check-in procedures for our passengers by giving them more accessibility through our web check- in, while continue to research and implement kiosk check-in and mobile check-in services. We will also endeavour to expand our interline through check-in contracts to improve the flight-transfer services for our passengers.

Quality assurance Quality & safety assurance We have established a stringent internal quality assurance system after combining prevailing regulations and standards for aircraft operation, maintenance, and ground handling service. This is to ensure our compliance with the international, domestic and self-imposed safety and quality assurance regulations. The Quality Management System of Vietnam Airlines are based on the standards and regulations set by:  International Civil Aviation Organization standards (ICAO);  International Air Transport Association (IATA)’s safety standards;  Vietnam Civil Aviation Administration’s requirement on safety management system;  Civil aviation regulations on aircraft and flight operation safety;  ISO 9000 quality assurance; Ensuring the safety of our flight operation is the single most important strategic directive for us. Leveraging our strict adherence to flight safety, our procedures for setting for safety management is as follows:  A General Safety and Service Quality Assurance Scheme with specific goals is set for each of our business operation. The implementation of this scheme is monitored and directly controlled at the following check points: flight operation, maintenance, and ground-handling service.  IATA Operational Safety Audit (IOSA): We implemented IOSA since 2005 through internal and independent assessment. The external assessment was done by IATA for our flight operation, maintenance, and ground-handling services. We become IOSA certified in 2005 and an official member of IATA on December 5, 2006, and continually meet IOSA bi-yearly assessment. These are significant contributing factors for our successful admission into the global alliance SkyTeam on June 10, 2010, which in turn significantly improves our international market position. The chart in the following page lays out the basic reporting procedure for our quality control system.

The Board of Management

President & CEO Quality Manager Mr Pham Ngoc Minh

Vice President of Commerce, Market planning, Crew training Flight Operation A/C Maintenance Ground Operation Marketing&Sales (Pax&Cargo), E-commerce, Postholder Postholder Postholder Postholder Trademark, Intellectual property, Statistic

Corporate Marketing Cargo Planning & Operation Control Technical Dept. Sevices Dept. Marketing Dept. Safety – Quality Centre Personnel and Security Noibai Operation Pax Sales& Industry Centre Flight Crew Division Marketing Supply & Material Corporate Training Dept. TSN Operation Planning Dept. Management Centre Cabin Crew Division Investment

Danang Northern Dept. Operation Regional Flight Training Centre Financial

NIAGS Accounting Dept. Midle Regional Legal Dept. TIAGS Southern

Regional Information DIAGS Technology Branches

Solid line denotes the production and business activities of Vietnam Airlines Dashed line denotes the operation of Quality System

Vietnam Airlines’ quality system

Requirements from -Authorities Control

- Customer -Codeshare partner Safety – quality policy Corrective - Internal standard of action and Improvement Vietnam Airlines objectives

Evaluation and Planning Implementing Product and feedback from customer Quality process services of process Manual Vietnam Airlines

Safety-quality audit

Corrective action Improvement

Solid line denotes the production and business activities of Vietnam Airlines

Dashed line denotes the operation of Quality System

Quality controller The Safety, Quality and Security department (SQS) is the independent quality assurance body to ensure that we are compliant with regulations of Vietnam Aviation Administration, other aviation organizations and associations (ICAO, IATA) and our own internal policies. Sales and Marketing Marketing Passenger marketing. We budget for our annual marketing expenses based on our short and long term business directions. Variables on an functional level, such as our business plan, estimated annual capacity, and revenue for our passenger operation are then taken into account. Our estimation of total investment we have commited into our branding, advertising, business promotion , and public relations strategy during 2011-2013 is 710.2 billion VND (VAT excluded), or 10 – 11% of selling expenses in the period. We advertise our services in our focus markets through promotion on a variety of media. This is done either through our traditional channels (commercial, the Internet, and newspapers) or through contemporary means (strategically located outdoors billboards, radio, and dedicated television broadcasts). We are the sponsor of significant political, cultural, art and sporting events. We continually promote our brand image by implementing unified marketing campaigns on reputable, high quality media with broad audience and focus on the target and regional markets, creating strong impressions and resonance.

Public relations has been strengthened and is now a core supporting function to our domestic branding campaign. Our principal approaches to PR is made with thoughtful planning, clear messages, and contemporary information.We seek to open up a direct communication channel between us and the market, allowing the public to gain a better understanding of our business. We have recently further diversified our marketing strategy by running campaigns to promote Vietnam as a tourism destination in our key markets – Korea, Japan, Shanghai, and Western Europe. Since these are usually done in an coordinated effort with our government, these campaigns have created a strong impression of our image as the go-to airlines when it comes to travelling to Vietnam among the community. Cargo marketing. We also conducted promotions on our cargo operations through a combination of customer care services, tours, customer meetings, souvenirs, exhibitions, fairs, seminars, sporting events and fare sponsorship. We believe these efforts have strengthened the dialogue between us and our clients, and increase our sales volume as a result. Sales and Distribution policy Our sales and distribution policy is targeted at two demographics: individual passenger and corporate client. Loyalty program. Our Loyalty Program – Golden Lotus Plus – is a scheme designed to recognize and reward individual customers. GLP offers additional convenience and features to passengers, thus incentivize them to increase their use of our flights and our partners’ services. GLP has been one of our key marketing tools to build customer loyalty, and we plan to focus on attracting additional members to this scheme in the near future. Corporate Account. Our Corporate Account is dedicated to our business clients, offering them preferential rates and services for businesses wishing to commute on our flights. This program is designed to encourage businesses to use our services while enjoying tailored treatments catering to their needs. We also offer our passengers with a diversified range of products:  Free independent travelers (FIT passengers): We have put in place a wide, flexible price range in response their needs. Economically minded customers who plan to travel early can purchase our fare at a discount, while customers without a clear itinerary can get fares adjusted accordingly to suit their travel plan.  Group Visitors: We offer separate group fares in conjunction with our partner’s travel package. Such policy is usually adjusted based on the package and destination.  Visiting friends and relatives: We offer a low price range and increase baggage allowance for this segment.  Other passengers with special needs (students, migrating workers and marine crew): We offer a separate fare scheme according to the length of stay, amount of luggage and other relevant considerations. Brandings and patents In our course of establishing our presence in the market, we have paid special attention to protecting our brands. Currently, almost all of our brandings and trademarks have been registered for international protection. Information about our trademarks and industrial designs rights are as follows:

Brand Patent

Stork Logo Patented in Vietnam and China

Vietnam Airlines Brand & Logo Patented in 46 countries

Golden Lotus Plus Brand & Logo Patented in 18 countries

Viet Air Brand & Logo Patented in Taiwan until 31/12/2020

Vasco Brand & Logo

Patented in Vietnam

Heritage Brand & Logo Patented in Vietnam

Heritage fashion Brand & Logo Patented in Vietnam

Industrial design of inflight cutlery Patented in Vietnam

Ongoing contracts For a list of ongoing contracts and commitments relating to our future operations, including information about aircraft purchase/leasing, codesharing agreement, financing and outsourcing contracts – See Appendix 3: List of major ongoing contracts.

Selected financial and operating data The following tables summarize the parent company financial and operating data for our business for the periods presented.

In million VND For the year ended December 31

2008 2009 2010 2011 2012 2013

Balance sheet data Total assets 26,576,392 32,130,797 38,513,744 48,546,212 55,499,526 59,336,454

Equity6 6,019,577 6,753,009 8,445,488 8,266,960 9,291,848 10,015,808

6 Calculated by Standard No. 410 on the Balance Sheet, not including Bonus and Benefits

In million VND For the year ended December 31

2008 2009 2010 2011 2012 2013

Total Liabilities 20,459,154 25,376,196 30,066,247 40,277,881 46,206,403 49,319,904 Short-tem debts 1,696,741 2,251,654 4,608,207 4,511,909 6,862,131 6,653,146 Overdue – – – – – – Long-term debts 13,790,871 17,226,441 17,489,772 26,559,662 29,653,646 31,189,127 Overdue – – – – – – Receivables 3,642,378 7,031,118 9,245,357 10,107,716 8,255,221 11,662,524 Bad debts – – – – – – Short-term 2,324,364 2,964,749 5,574,404 6,166,206 4,790,976 6,519,753 receivables Long-term 1,318,014 4,066,369 3,670,953 3,941,510 3,464,245 5,142,771 receivables Employment data Number of employee 10,285 8,642 9,517 10,062 10,222 10,109 Total employee 1,361,442 1,212,995 1,806,406 1,850,370 1,991,033 1,860,550 expense Average

compensation Pilots 42,863,071 46,635,259 77,802,000 81,580,000 79,323,000 74,840,886 Stewards 9,885,171 10,214,231 18,412,000 19,133,000 19,239,000 18,743,054 Others 10,128,581 10,764,881 13,535,000 11,540,000 11,583,000 10,358,273 Profit and Loss

Statement Data Total revenues 7 27,182,803 24,688,574 37,498,039 47,745,526 51,112,836 54,017,133 Net revenues 25,192,300 23,060,904 35,341,871 44,527,685 49,142,124 52,460,060 Total expenses (26,988,793) (24,553,926) (37,172,268) (47,708,926) (50,974,666) (53,859,458) Pre-tax profit 194,009 134,648 325,770 36,600 138,170 157,675 After-tax profit 151,751 134,648 314,116 36,600 138,170 147,426 Income tax expense 340,299 428,414 394,142 611,079 731,240 Cashflow Statement Data Cash from operating activities 1,440,906 1,899,733 431,527 (1,654,204) 5,061,176 2,499,334 Cash from investing activities (2,817,403) (10,285,209) (2,689,672) (2,340,579) (10,340,068) (4,528,518) Cash from financing activities 2,549,622 7,701,968 1,543,119 3,634,491 5,441,344 1,308,282 Operational ratios Capital structure Long-term 2.31 2.57 2.09 3.23 3.2 3.14 debt/Equity TotalLiabilities/ 3.40 3.76 3.56 4.87 4.97 4.92 Equity Equity/ Total Assets (%) 22.65 21.02 21.93 17.03 16.74 16.88

TotalLiabilities/Total 76.98 78.98 78.07 82.97 83.26 83.12 Assets (%) Long-term assets investment ratio 80.72 83.61 76.11 82.00 86.64 85.49 (%)

7 Includes net revenues, financial revenues and other revenues

In million VND For the year ended December 31

2008 2009 2010 2011 2012 2013

Liquidity ratios Current ratio 0.78 0.66 0.74 0.64 0.45 0.48 Quick ratio 0.63 0.55 0.67 0.60 0.42 0.45 Total liquidity ratio 1.30 1.27 1.28 1.21 1.20 1.2 Profitability ratio Return on Asset 0.57% 0.42% 0.82% 0.08% 0.25% 0.25% Return on Equity 2.52% 1.99% 3.72% 0.44% 1.49% 1.47% Return on Sales 0.60% 0.58% 0.89% 0.08% 0.28% 0.28% Total Asset Turnover 0.95 0.72 0.92 0.92 0.89 0.88 Asset Growth Our growth in asset is due to the recognition of additional aircraft purchase, mainly ATR72 and Airbus 321. In particular, we invested 9.870 billion VND in our fleet in 2011, an increase of 162.6% compared that of 2010. From 2008 to 2013, our total assets grew by 16%/year, with 2011 being the highest (26%). Total assets as of December 31, 2013 was 59.336 billion VND, 2.4 times that of the beginning of the fiscal year 2008. The following table sets forth data regarding our total assets’ growth compared to revenues and equity for the period indicated.

In thousand billion VND For the fiscal year ended December 31, 2008 2009 2010 2011 2012 2013 Total assets ...... 26,576 32,131 38,514 48,546 55,500 59,336 Net revenues ...... 25,192 23,061 35,342 44,528 49,142 52,460 Total equity ...... 6,020 6,753 8,445 8,267 9,292 10,016 Assets’ growth rate ...... 8.12% 20.90% 19.87% 26.05% 14.32% 6.91% Assets structre During 2008 – 2013, we saw an increasing proportion of fixed assets our assets composition. For the financial year ended December 31, 2013, fixed assets constitute 85.5% in our assets structure, while current assets make up 14.5%. Those numbers in 2008 were 80.7% and 19.3%, respectively. In line with most airlines, aircraft and aircraft engines are the largest category in our fixed assets (corresponding to 97.1% of total fixed assets and 54.5% of total assets). The residual value of aircraft and aircraft engines by the end of financial year ended Decmeber 31, 2013 is 34,372 billion VND (97,3% of total fixed assets). Capital structure Our main source of capital comes from the liability side of the balance sheet. Total Liabilities averages 80.6% of our Capital, of which Short-term debt and Long-term debt constitute 28.3% and 52.3%, respectively. As of December 31, 2013, we recorded 49,320 Billion VND of total outstanding liabilities, where interest bearing loan made up 63.8%, or 37,842 Billion VND in absolute term. There was a gradual shift to Liabilities in our Capital structure in the 5 years prior to equitization. Equity decreased from 23% by the end of 2008 to 16.9% in 2013 year end. We are committed to make major renovation to our fleet to boost capacity in anticipation of rising transport demand. In doing so, we utilize a high degree of leverage, and subsequently, the increase in Total Assets is mostly funded by debt and not equity.

Equity Our asset growth is partially funded by equity, mostly from retained earnings and the national budget. Equity’s annual growth rate in the 2008 – 2013 period is 9.4%, and on a five year-average, 19.4% of total assets were funded by equity. The main reasons for equity increases are:  State’s funding for Cambodia Angkor Air project (1,216 Billion VND);  Recognition of contributed capital when Vinapco is converted into a Single Member Limited Liability Company directly managed by Vietnam Airlines (428.69 Billion VND);  Receiving the transfer of State capital in Jet Star Pacific from SCIC in early 2012 (921 Billion VND); and  Retained earnings. Equity experiences a lower growth rate compared to that of Total Assets, which causes the equity/total assets to steadily decrease for the period 2008 - 2013. Debts and loans We have been intensively focusing on the development of our fleet in the last 5 years with an investment plan stretches until 2020, pursuant to the approval from the Prime Minister. Our long-term debt increased as a result, growing at a 5-year average rate of 18.8%. The total outstanding balance of financial lease as of December 31, 2013 is 37,820 billion VND (of which, long-term loans and finance lease due next year is 6,631 billion VND). The following table sets forth our debt structure for the period between the fiscal year ended December 31, 2008 and December 31, 2013: 2008 2009 2010 2011 2012 2013

Short-term debts/Total capital ...... 0.06 0.07 0.12 0.09 0.12 0.11 Long-term debts/Total capital...... 0.52 0.54 0.45 0.55 0.53 0.52 Funding for our aircraft expansion8principally comes from long-term financial instruments. Aircraft financing accounts for 99% of our long-term borrowings, the other 1% are loans to finance technological acquisition of ground-based assets and training facilities directly related to our flight operations (hangars, aircraft maintenance workshops and pilot trainning). We mostly contracted foreign financial institutions through Export Credit Agency (ECAs), and our obligation to pay is guaranteed by the Government of Vietnam. While an increased leverage could potentially pose risks to our operations, we believe that we can utilize a higher degree of leverage due to certain unique characteristics of the air transportation industry. Our passengers has to offer full payment before service, while payments for jet fuel, landing fees, and flight control and monitoring could be made within a month of accrual. These allows us to maintain adequate liquidity position and provide additional funding for our working capital when our equity is not keeping up with our growth. Liquidity Our a limited equity capital not commensurate to our operations, our need for capital to develop our fleet, and the unfavourable trading conditions worsened our liquidity measurments recently. Regardless, we always maintain a higher than 1.00 total liquidity ratio and long-term debt solvency ratio. Our current ratio and quick ratio respectively decreased from 0.78 and 0.63 in 2008 to 0.45 and 0.42 in 2012, and saw a slight improvement in 2013. It should be noted that our accounts payable is primarily prepayment from our passengers. This partially contributed to our lowered liquidity position, and is an industry characteristic. Our current and quick ratio after excluding account payables in the form of prepayment is 0.76 and 0.7 in 2013, respectively. To control for liquidity risks, we have implemented a cashflow management system,

8 Our strategy for expansion has been officially sanctioned by the Vietnam government.

with a focus on expenditures and revenues forecast, active management and flexible cash control. This allows us to meet our obligations without any overdues. Profitability The last five years was a challenging period for the global airlines industry. Japan Airlines declared bankruptcy in 2010, while Malaysia Airlines saw three years of continuous losses, Cebu Airlines made losses in the last two quarters of 2013 and Thai Airways made losses in 2011 and 2013. In contrast, we had a net income of 933 billion VND for the period. This is the result of a coordinated efforts of our Group as a whole. Except for 2009 when our performance was impacted by the the economic downturn, we experienced an accelerating revenue growth rate during the last 6 years. Transportation revenue growth is also higher than transportation volume growth. The global economic crisis, the decline in domestic economic growth – reflected in the decrease in travel demand, the volatilities of jet fuel expenses, exchange rates fluctuations, among others, have a material impact on the stability of our bottom line in recent years. During the six years before equitization, our net profits figure was highest in 2010 (314 billion), and lowest profit in 2011 (36.6 billion VND). This reflected the fluctuations in the USD/VND exchange rate, which in turn increase our operating expense. For the fiscal year ended December 31, 2013, we achieved a net profit of 157 billion VND, a 14% increase compared to that of 2012, or 19.5 billion in absolute term. The following table compiles information regarding our net income in conjunction with several profitability ratios for between the fiscal year ended December 31, 2008 and December 31, 2013.

In billion VND, except for percentages 2008 2009 2010 2011 2012 2013 Net income ...... 152 135 314 37 138 158 ROA ...... 0.57% 0.42% 0.82% 0.08% 0.25% 0.27% ROE ...... 2.52% 1.99% 3.72% 0.44% 1.49% 1.57% ROS ...... 0.60% 0.58% 0.89% 0.08% 0.28% 0.30%

Our operational drivers Our competitive advantages Economies of scale Being the flag carrier of Vietnam, with a history of operating in the public sector, our business receives support from the Government of Vietnam. The fares for our passengers and cargo services are regulated by the State, and service charges are under the management of competent governmental bodies. Recent changes in government regulations allow us to restructure unprofitable routes previously operated as a part of Vietnam political and social objectives. Specifically, changes in the domestic price ceiling of the Ministry of Finance in April 2011 helped to add 1,000 billion VND in revenue by allowing domestic fares to increase by a maximum of 20% on average. This further affirm our competitive position, while other domestic competitors, namely Mekong Air, Trai Thien Cargo and Indochina Airlines (mainly operating in the low-cost segment) has ceased their operations. Ease of access to capital and lower financing cost We receive government support in accessing capital, both directly as equity injection and indirectly in the form of loan guarantee for our aircraft, engine purchase and fleet renovation. By the end of 2013, approximately 74% of our loan balance is guaranteed by the Government. As the Federal Reserve (FED) is keeping interest rates low and maintaining an expansionary monetary policy to stimulate the United States economy, our interest expense would remain low and stable, keeping us in a sound financial position.

Favorable macroeconomic environment We operate in a stable economy, especially when exchange rate is concerned. The government of Vietnam has kept inflation under control, retained a trade balance surplus by increasing exports, and put the Vietnam economy back on the track of recovery. Vietnam continues to be a safe and attractive tourist destination: international arrivals volume in 2013 was estimated at 7,572,352, a 10.6% increase compared to the same period in 2012. The Asia - Pacific commercial airlines industry still has much potential, with an expected growth rate of 8% according to World Travel Monitor, 2013. Our domestic market growth in 2013 is 21.5% compared to that of 2012, higher than anticipated while concentrating mainly in the low-yield segment. The Vietnam government’s policy to keep a stable exchange rate since 2011 has supported our operating results in terms of revenues and foreign exchange profits. Expenses arises from foreign exchange for the fiscal years 2008, 2009 and 2010 was correspondingly 750, 486 and 551 billion VND. In 2011 and 2012, foreign exchange increased our revenues by 200 billion and 137 billion VND, respectively. Challenges Raw material price fluctuation Jet fuel constitutes our single largest operating expense, representing 37-38% of our cost structure. Volatility in jet fuel prices would therefore have material effects on our operations. We saw this effect in 2011, when a 40% increase in fuel price led to a 31.30% increase in our raw material expense. Along with an increase of 41.29% in wage, salaries and benefits, our return on sales (ROS) went down to 0,08% in the same year. Difficulties in the control of the exchange rate risk Our revenue stream usually comprises of excess domestic currencies, and our operating results are exposed to risk due to the fluctuations in the exchange rate of VND and other foreign currencies against the dollar. Currencies with strong exchange rate movements further complicate our risk management process and our use of derivative instruments. We no longer control slot (for both landing and take-off) at Noi Bai International Airport and Tan Son Nhat International Airport The right to control slot at international airport mostly belongs with the national flag carrier. However, in Vietnam, the prerogative was transfered to the Ministry of Transportation in 2007. Compared to other traditional airlines, we are no longer in control of a key negotiation leverage, and this change also increases our airport service expenses. As for international flights, flight permission, landing and take-off arrangement at Taiwan, China and Hong Kong saw some difficulties. The infrastructure at Cat Bi Airport (Hai Phong), Phu Bai Airport (Hue), Tan Son Nhat (Ho Chi Minh City) is relatively inadequate compared to their regional counterparts and serves as a limiting factors that is yet to be overcome. Increased competitive pressure Starting from May 12/2011, VietJet – a low cost carrier – entered the domestic market and become our direct competitor. By the end of 2013, VietJet held approximately 26% of the domestic market, according to the Vietnam Civil Aviation Administration. This increased competitive pressure has impacted our revenue growth, especially in our cargo operations, where we saw a reduction in cargo volume. The exceptional growth of Southeast Asia LCCs’ are intensifying the competition on routes going to and from Vietnam. This challenges airlines to adjust capacity corresponding to the level of demand while cuttting down on deadweight loss. The entry of Middle Eastern airlines such as Emirates, Qatar Airways, and Etihad Airways showed a change in the global commercial airlines competitive landscape between Europe and Asia. The fact that major airlines are opening routes connecting the two continents through the Middle East hubs has exerted additional competitive pressure on European and Asian airlines, us included.

GROUP OPERATING AND FINANCIAL RESULTS

Group operating results The operating results of our subsidiaries – presented as financial investment on our unconsolidated balance sheet – are fully reflected on our consolidated financial statements. In addition to the revenues from air transportation and ancilliary services, a small proportion of revenue comes from the supply of aviation goods and services of our subsidiaries. Revenue structure Our Group net profits principally originates from three business lines: (i) Passengers and cargo operations; (ii) Ancilliary services and (iii) Sales of goods, services and other activities. The following table set forth the revenue structure in absolute value and as a percentage categorized by business lines for our Group from 2008 to 2013:

In Million VND Fiscal year ended Passengers & Transportation Deductible December 31, Cargo operation support Others revenue Net revenues 2008 ...... 24,837,256 1,297,074 11,574,300 (96,250) 37,612,380 2009 ...... 22,535,637 1,600,102 8,628,199 (155,268) 32,608,670 2010 ...... 34,941,825 2,217,769 9,469,243 (275,248) 46,353,589 2011 ...... 44,285,248 2,160,644 10,371,236 (352,174) 56,464,954 2012 ...... 50,983,602 2,024,711 12,291,869 (441,670) 64,858,512 2013 ...... 53,917,167 3,233,452 12,077,693 (373,800) 68,854,512

In percentage 2008 ...... 65.87% 3.44% 30.69% 0.26% 99.74% 2009 ...... 68.78% 4.88% 26.33% 0.47% 99.53% 2010 ...... 74.94% 4.76% 20.31% 0.59% 99.41% 2011 ...... 77.94% 3.80% 18.25% 0.62% 99.38% 2012 ...... 77.26% 4.13% 18.61% 0.68% 99.32% 2013 ...... 65.87% 3.44% 30.69% 0.26% 99.74%

Revenues growth Except for the decline in 2009, our Group experienced double digits revenue growth in the last six years at an average rate of 16.45%/year. Revenue growth for the fiscal year ended December 31, 2010 and 2011 were relatively impressive at 42.2% and 21.8%, respectively. Revenues in the fiscal year ended December 31, 2013 reached 68,855 billion VND, an increase of 6.16% compared to that of 2012. The following table set forth our revenues growth according to each of our business segment for the period between the fiscal year ended December 31, 2008 and December 31, 2013.

Fiscal year ended Passengers & Transportation Deductible December 31, Cargo operation support Others revenue Net revenues 2009...... -9.27% 23.36% -25.45% 61.32% -13.30% 2010...... 55.05% 38.60% 9.75% 77.27% 42.15% 2011...... 26.74% -2.58% 9.53% 27.95% 21.81% 2012...... 13.93% 24.74% 17.17% 25.41% 14.87% 2013...... 6.87% 19.97% -0.61% -15.37% 6.16%

Revenue from air transport accounted for 66-78% of total revenues in the period, followed by revenue from sale of goods and services (17.5-31%). Ancilliary activities constituted a portion of 3- 5%. Air transport is our largest revenue line, and its contribution increased from 65.8% for the fiscal year ended December 31, 2008 to 77.8% for the fiscal year ended December 31, 2013. During the period, the average revenue growth by business lines are respectively 18.7% per year for our air transport operations, 20.8% per year for ancilliary and 2.1% per year for sale of goods and services. Revenue contribution of parent and subsidiaries Total air transportation revenue of the parent company accounted for approximately 96% of group air transportation revenue. The rest comes from our subsidiaries, namely Cambodia Angkor Air and Jetstar Pacific Airlines. In 2013, the parent company’s air transportation revenue contribution to total group air transportation revenue dropped to 95.3% and 96.7% compared to 2012 due to recognition of revenues from Jetstar Pacific Airlines. 30% of group ancilliary revenues comes from our subsidiaries. The majority of our ancilliary transportation activities is done within the parent company, contributing 69.6% on average to group revenues in this segment in the period 2008 - 2013. Other operations of our Group are conducted mainly from subsidiaries. These are revenues from direct or indirect support operation with regard to our the core business in the Group. Our subsidiaries’ operations were developed based on our air transport business and other airlines’ operations, and their revenue were dependent on the volume of passengers coming into and out of the country. Their revenues contribution were relatively stable over the recent years. Due to our focus on investmenting into our core business, an increase in our transportation revenue means a decrease in the contribution of others in our revenue structure (down from 26% in 2008 to 17% in 2013). Cost structure Our Group cost/revenue ratio is 99%. The largest cost component in our cost structure is cost of goods sold, accounting for 89.5% of net revenues, creating a gross profits margin of 10.5% on average. We achieved our highest level of gross profits margin in the last five years in 2010 (nearly 14%), during which the parent company increased our scale of operations, open new routes leading to a reduction of fixed cost in our cost structure. Combined with a moderate price level for jet fuel during the year, we achieved a lower cost base in 2010. In 2011 and 2012, prices of jet fuel had a significant influence on the Group gross profit margin (which was reduced to 9.2% and 8.3% in 2011 and 2012, respectively). 2013 was the year where we saw a moderate levels of volatility at a high price level for our raw material, leading to a gross profit margin of 10.5%, the average level in recent years. The contribution of financial expenses decreased from 8% of total revenues in 2008 to 4% of total revenues in 2013. This is due to lower foreign exchange expenses, a result of the the State Bank of Vietnam’s directive to maintain a stable exchange rate. In the 2008-2011 period, interest expense represents approximately 30% of the financial expense; the remaining 70% is from foreign exchange expense. During 2012-2013, interest expense now make up 50% - 70% of the total financial expense. The decrease in total financial expense is mainly due to the decrease in expense resulting from changes in exchange rate. Interest expenses to finance our aircraft and engines purchasing and leasing agreements increased from 881 billion to nearly 1,400 billion VND (an average increase of 9.6% per year in 2008 – 2013), while expenses from exchange rate differences on average went down from nearly 1.927 billion in 2008-2011 to 590 billion in 2012 and 1.309 billion VND in 2013. The proportion of sales and management expenses is stable compared to revenue. We have kept our administration expense steady, accounting for 3.2% on average in 2008-2013 revenues, while selling cost during 2008 - 2013 is approximately 5.4% of total revenue. The increase in selling expenses in 2010 is due to our expansionary strategy in anticipation of the economic recovery. Our

increased revenue in matched by a sharp increase in selling expenses, from 1.860 billion to 3.178 billion VND (up 70%). Net profit Profit after tax of the Group peaked in 2010 at 810.2 billion VND (closely match parent company revenue growth). In the fiscal year ended December 31, 2012, group’s profit fell to 142.7 billion VND, down 40.6% compared to that of 2011. In 2013, Group profits increased by 80.5% compared to 2012 to 258 billion VND. The average contribution the parent company to group profits is 45%, that number for the subsidiaries is 55%. Detailed information about the financial position and operating results of subsidiaries are presented in Appendix 01.

Group financial performance The following table sets forth information regarding the Group financial performance during the fiscal period 2008 – 2013.

In Million VND For the fiscal year ended December 31, 2008 2009 2010 2011 2012 2013 Total assets ...... 28,947,956 35,428,606 43,056,781 56,382,540 64,723,383 69,643,732 Equity9 ...... 6,599,520 7,478,190 8,981,224 8,791,576 9,640,025 10,246,585 Total liabilities ...... 21,762,484 27,531,812 33,557,196 47,050,149 54,573,279 58,940,773 Short term debt ..... 7,757,268 10,080,432 15,807,439 20,160,851 24,354,420 26,654,675 Long term debt ..... 14,005,216 17,451,380 17,749,757 26,889,298 30,218,859 32,286,098 Receivables ...... 4,233,153 8,229,773 10,453,272 11,393,075 9,996,507 12,852,105 Short-term 3,005,827 4,163,230 6,782,265 7,451,565 6,529,712 7,706,783 Receivables ..... Long-term 1,227,326 4,066,543 3,671,007 3,941,510 3,466,795 5,145,322 Receivables ..... Total revenue10 ..... 39,603,010 34,303,828 48,717,186 59,708,706 66,876,443 70,343,873 Net revenue ...... 37,612,380 32,608,670 46,353,589 56,464,954 64,858,512 68,854,512 Total cost ...... (38,977,887) (33,664,818) (47,716,560) (59,286,635) (66,541,731) (69,804,630) Profit (loss) of subsidiaries & 13,118 14,867 12,540 (6,263) 56,002 (32,722) affiliates ...... Profits before tax .... 638,241 653,877 1,013,166 415,808 391,074 506,519 Profits after tax ..... 444,377 483,200 810,240 240,592 142,691 257,535 ROE ...... 6.73% 6.46% 9.02% 2.74% 1.48% 2.51% Cash flow from operating activities .. 600,086 (1,411,986) 1,911,091 1,985,663 4,738,898 2,448,441 Cash flow from investing activities ... (3,328,248) (2,470,984) (3,648,041) (10,236,458) (10,682,014) (4,943,453) Cash flow from financing activities .. 1,389,927 3,681,547 3,431,873 10,285,408 5,508,202 2,038,083

Assets growth Total assets for the fiscal year ended December 31, 2013 is 69.643 billion VND, an increase of 40.695 billion compared to the the fiscal year ended December 31, 2008. The average growth rate of total assets in this period was 19.5%/year, of which the highest growth rate achieved in 2011 of 30.9%, compared to 2010.

9 Calculated based on 410 Standard on our Balance Sheet, not including Provisions for Salaries & Benefits 10 Include: net revenues, financial revenues and other revenues

The following chart summarizes our Group assets’ growth rate in comparison with our revenue and equity growth:

Asset structure Asset structure for our Group during 2008 - 2013 was relatively stable. Fixed assets over current assets ratio is approximately 75/25, consistent with our focus on investment in anticipation of a recovering economic cycle. Compared with the asset structure of the parent company (85% fixed/15% current), the Group as a whole has a higher proportion of current assets. This is because the parent company operates solely in the air transportation industry, and therefore fixed assets should dominate in its assets structure. This is the reverse for our subsidiaries operating in the service sector, who should have a more balanced asset structure due to their industry specifics and higher level of asset utilization. Capital structure During 2008 – 2013, our accounts payable tended to increase. For the fiscal year ended December 31, 2008, total liabilities over total capital ratio was 75%; this figure as at December 31, 2013 is 85%. This is due to our investment in aircraft and engines funded principally by long-term borrowing instruments. In 2011, long-term debt increased by 51% while equity saw little change, thus causing in an increase in our financial leverage. Another contributor to our Group increased leverage is the significant debt levels of our dependent unit - VINAPCO. The company specializes in the import and distribution of jet fuel, therefore requiring a high level of working capital (Total Liabilities over Total Capital ratio was 93,75%). Despite its high debt level, the company does not pose huge risk in our investment due to stable jet fuel demand and its dominant position as a jet fuel supplier. Debt structure During 2008 - 2013, total short-term debts and long-term debts of the group is approximately 74% of total liabilities, of which long-term debts accounted for 53% - 63% and short-term debts accounted for 10% - 21%. There were structural changes in the group debt financing. Before 2010, the proportion of long-term loan/short term loan was at 86/14; this stabilize at 72/28 after 2010 - similar to the proportion long-term over short-term assets (at 75/25). This balanced capital structure is consistent with the State’s directive and guidence on the investment of State’s capital.

Share Capital The increase in our share capital is matching our Group expansion strategy and mostly comes from retained earnings and the parent entity. Our Group’s average growth rate in Share Capital for the fiscal years from 2008 to 2013 was 13.1% Liquidity The Group’s current ratio and quick ratio decreased in the 2008-2013 period, from 0,9 and 0,7 in 2008 to 0,7 and 0,5, in 2013. This is due to our fleet renovation project, which was mostly funded by debt instruments and not equity. In addition, our Group liquidity is also affected by the recognition of Jetstar Pacific Airlines’ debt level and asset structure on our balance sheet and significant short-term debt level at VINAPCO, as mentioned previously to finance for short-term assets in the form of fuel. Due to the commercial aviation industry convention of collecting payments before service, our payables mostly consist of fares purchased by – but not yet transported – passengers (68% of account payable in the 2009-2013 period). Excluding this item, our current ratio and quick ratio for the fiscal year ended 2013 was 0,9 and 0,6, respectively. Profitability Compared with the period 2010 - 2012, EBITDA/revenues increased from a of 8% average from 2008 to 2012 to 8.2% for the fiscal year ended December 31, 2013. Our Group consolidated profit after tax increased by 80% in 2013 compared to 2012 due to the strong performance of our core business. Our ROS for the fiscal year ended December 31, 2013 was 0.4%; average ROE for the period from 2008 to 2013 was 5%, the highest was in 2010 at a rate of 9%. The following chart set forth our Group profitability for the reporting period from 2008 to 2013:

SUBSIDIARY OPERATIONAL AND FINANCIAL PERFORMANCE

Information regarding the operational and financial performance of our subsidiary is set out in Appendix 1 - Subsidiary operational and financial performance

THE AIRLINES INDUSTRY AND OUR COMPETITIVE POSITION

Our competitive position As the flag carrier of Vietnam, we have a strong brand presence in Vietnam and CLMV sub- region and a dominating position in Vietnam air transport market We have a proud history deeply rooted in the earliest day of the Vietnam civil aviation industry. From our humble beginning, we are now a prestigous brand, widely recognized in our domestic and international market. Our brand is positioned to project the image of a modern, dynamic airlines striving for growth. Ever since our foundation, we are the number one airlines in terms of market share in our domestic market, one of the fastest-growing commercial aviation market in the world. Our dominant position in the home base is firmly established. Despite the fierce competitive environment, we hold 51,8% of total market share and 63,2% domestic market share in terms of carried passenger volume for the fyear 2013 (excluding Jetstar Pacific). We are the only full-services carrier in Vietnam, and also the only airlines offering a diversified range of products. Our dominant position is reflected in our domestic country-wide network, high frequency, convenient connecting flight schedule and rapid expansioning of international network. Currently, Vietnam Airlines is the only traditional airlines in Vietnam offering product differentiation on our domestic flight in the form of our Business Class and our Golden Lotus Plus Frequent Flyer Program. We believe our position can be further strengthened with our receiving of Jetstar Pacific Airlines and the implementation of a dual brands strategy. We will continue to dominate the competitive position in the full services carriers market while Jetstar Pacific airlines will compete directly with other low cost carriers, gaining market share in low yield passenger market. Our extensive route network in the CLMV sub-region is one of our core strength when compared to other competitors. We operates high frequency flights to the main destinations of the region, which can be further combined with Cambodia Angkor Air’s products. This route network has proven to be popular among Japanese, Korean and European tourists visiting Vietnam in combination with other regional attractions. This further supplements our network in Europe and North East Asia to solidify our competitive advantage. We own a young and modern fleet, which enables further product diversification and additional cost saving We have one of the youngest fleet compared to other carriers in the industry. Our current fleet consists of 83 aircraft at the end of 2013, of which we own 54%. Our fleet accounts for over 80% of the total number of operating aircraft in Vietnam. The average age across our entire fleet is 5.34 years, the majority of which are of the latest generation manufactured by Boeing and Airbus. We have undertaken a comprehensive program of fleet streamlining and renovating. We have ordered 62 aircraft in total in the last five years, divided into 6 separate projects. As a part of our fleet streamlining project, we has completed the retirement of older generation ATR72-200 in May 2010. At the end of 2013, our fleet consists of 10 Boeing B777-200ER, 9 Airbus A330, 48 Airbus A321, 14 ATR72-500, and 02 Fokker 70. We plan to gradually replace all 18 of our current wide-body aircraft by 2018 by the new Airbus A350-900 and Boeing B787-9, 09 of which will be delivered in 2015. We believe that by investing in the latest generation of aircraft, we will be able to leverage cutting-edge avionic technology to continue to deliver exceptional service quality. Having a fleet of young, fuel-efficient aircraft also reduces our operating expense, helps us to be more active in designing and implementing our business plan, which in turn significantly contributes to our bottom line performance.

Our subsidiaries offer us a full range of ground supports We have invested in and owned a set of profitable ground facilities offering us a full range of support, allowing us to be independent from our suppliers in these respects. As mentioned previously, our history is deeply intertwined with Vietnam commercial aviation development, and by merging with 20 other companies in 1995 as prescribed by the Government of Vietnam in Decision No.338/QD-TTg, we added transportational and technical supports capabilities to our operation. Currently, our ground support functions fully complements our flight operation in a closely integrated supply chain. Our Group as of now consists of 14 dependent units, 18 subsidiaries and 08 associates11 offering direct and indirect services for our air transportation operations, and for other Vietnamese and foreign airlines, bringing in extra revenues and profit. Of these, VINAPCO – one of our dependent unit – is one of the two companies supplying Jet A-1 aviation fuel in Vietnam and holds an over 90% market share. VAECO – another of our dependent unit – is the only company in Vietnam provides technical maintenance service for commercial aircraft, engine and equipment for Vietnam Airlines and other airlines. These subsidiaries and associates have a strong financial position, high profit margins and are significant contributors to our Group performance result. Most notable among these are Vietnam Air Petrol Company (VINAPCO, Ltd), Abacus Distribution Systems (Vietnam) Ltd, Vinako Forwarding Co., Ltd (VINAKO), Noi Bai Catering Services JSC (NCS), Vietnam Airlines Caterers Ltd (VAC), Noi Bai Cargo Terminal Services JSC (NCTS), Tan Son Nhat Cargo Services Company Limited (TCS), Tan Son Nhat Cargo Services and Forwarding Co., LTD (TECS), and Noibai Airport Services Joint-Stock Company (NASCO). An experienced, competent workforce By carefully selecting, training and maintaining a productive workforce, we are adequately staffed both in terms of quantity and quality. We consider our workforce an essential element of our success, and we ensure that our team are diligently trained to enhance their expertise and their knowledge of flight safety, security and front-line services to meet the needs of our increasingly demanding passengers. We constantly maintain a young, vigorous workforce. 75,9% of our employees is under 45 years old, nearly half of which is less than 30 years old. Employees with a college and/or an university degree accounts for 45.8% of our workforce. Our team of senior management are passionate and possesses excellent training, knowledge and expertise. Employees working at a functional levels, such as pilots, avionic technicians, flight attendants and middle management staff, are well trained, having a firm political stance an dedication to the industry.

Our market position Domestic market We are the operator of the most extensive route network in Vietnam. In addition, our network can be further expanded through codeshare and interlines cooperation with other airlines to offer our passenger a combinination of international and domestic destinations. The three main competitors in the domestic market are Vietnam Airlines, Jetstar Pacific and Vietjet Air. Among these, Jetstar is our subsidiary which operates under Low cost carrier model and should therefore be able to tap growth from the low yield passenger segment by operating in domestic and regional routes while leveraging the Group existing resources and products. In 2013, the market share of Vietnam Airlines and Jetstar Pacific held an overwhelming majority of the domestic market, accounting for 77,5% of total passenger volume.

11 Representative offices and branches not included

International market Vietnam holds an unique locational advantage as the gateway for flights orginating from Northeast Asia, Southeast Asia, Europe, the South Pacific and China. At the end of the year 2013, our international network consisted of 52 routes to 29 destinations in 17 countries, and our domestic network consisted of 40 routes to 21 destinations. We have been rapidly expanding our reach, and are now serving destinations in Europe (France, Germany, UK, Russia), Northeast Asia (Japan, South Korea, China, Taiwan) and the CLMV sub-region. According to internal market research, we flew 40,6% of Vietnam international passengers volume. Competitors such as Thai Airways and Singapore Airlines accounted for 3,8% to 3,6% of the market share. European market. Except for the HAN/SGN-MOW and SGN-CDG route,we are the only airlines flying direct routes HAN-CDG, HAN/SGN-FRA, and HAN/SGN-LGW. Due to long distance, traveller often prefers to combine many destinations, our high frequency network connecting Vietnam and five destinations in the CLMV sub-region is our core competitive advantage in this segment. Northeast Asia market. We offer high frequency services at 1-2 flights/day/route with a higher number of destinations compared our direct competitors. Our high frequency services to CLMV sub- region strongly complement this market segment. We can continue to offer new routes linking the Northeast Asia with potential destinations in Central Vietnam, increasing our competitive advantage. The liberalization of South Korea and Japan labor market creates potential opportunity for Vietnam Airlines to explore the labor segment. Southeast Asia and Australia. Our flights frequency of 2-3 flights/day connecting SIN/BKK/KUL is well positioned to take advantage of the stable regional tourism growth. Our services in this market also enable convenient connecting flights to Europe and North East Asia. Vietnam Airlines is the only airline offering direct flights connecting Vietnam and Australia. CLMV region. We operate a high frequency route network connecting the main hubs in the CLMV sub-region. We can also combine our services with K6 firm to extend our network. CLMV continues to be regarded as our core competitive advantage, especially for visitors coming from Japan, Korea and Europe wishing to tour Vietnam in conjunction with other regional attractions. Our high-frequency network and excellent service in this region allow for convenient flight transfer opportunity to passengers from our key markets in Europe and North East Asia, making the region an essential competitive leverage.

International and domestic industry prospects The global aviation industry According to data from the International Air Transport Association, in 2013, the global aviation industry witnessed a growth in revenue of $710 billion, an increase of 4.6% compared to 2012. Industry profitability has bounced back to pre-crisis levels. Total profit after tax of the industry in 2013 reached 10.6 billion, netting a 1.5% growth compared to $6.1 billion and a net profit margin of 0.9% in 2012. This is also the 4th consecutive year when the airline industry achieved positive earnings results. The growth driver in world commercial aviation industry stems mainly from passenger operations. After a period of economic downturn, while passenger transportation is seeing some recovery, cargo operationsgrowth is much slower due to shrinking industrial production, especially in the context of the Eurozone public debt issues. Demand for passengers air travel customer grew at the rate of 5.5%, from 2.977 million passengers in 2012 to 3.141 million passengers in 2013. Global RPKs achieved a 5.7% growth rate.

2012 2013 2014E

Industry revenues, (Billion USD) ...... 679 710 746 Growth ...... 9.8% 4.6% 5.0% Passengers volume ...... 2.977 3.141 3.320 Growth ...... 4.6% 5.5% 5.7%

RPKs (Billion USD) ...... 5.523 5.839 6.183 Growth ...... 5.3% 5.7% 5.9% FTKs (billion USD) ...... 187 191 197 Growth ...... -1.0% 1.8% 3.1% Global GDP growth rate ...... 2.5% 2.4% 2.8% Global export growth rate ...... 1.9% 2.7% 3.6% Source: IATA As the global economy is showing signs of recovery, air travel demand (including tourist and business), as well as demand for cargo transportation is forecast to increase. The International Air Transport Association expects 1% of global GDP will be spent on air transport, raising the total industry revenue from $ 710 billion to $ 746 billion, equivalent to a 5% growth rate. In particular, the field of air travel is expected breakthrough is based on the idea of maintaining good growth of 5.9%, the best since 2011. In addition, cargo – with the return to growth of trade activities – are expected to witness the highest growth in four years at a rate of 3.1%. Prospects for the aviation industry development in Vietnam According to data reported by the Bureau of Aeronautics Vietnam in 2010 - 2013, Vietnam's aviation industry to maintain strong growth. The International Aviation Association (IATA) forecasts Vietnam will become the market aviation growth third in the world in terms of passengers and cargo transported in 2014. In 2013, world passenger volume is estimated to reach 29.5 milliond (up 17% compared to 2012) and the cargo market is estimated to reach 630 thousand tons (up 19.6% compared to 2012). In the period 2010 - 2013, the average growth rate of passenger transport and freight transport respectively 14% and 16%. Located in the region of South East Asia, Vietnam's market witnessed strong demand growth in passenger and cargo transport.This further promotes the development of the country’s aviation industry. According to the “Vietnam National Tourism Development Scheme: A 2030 vision”, by 2020, the country will attract 10.5 million international passengers, serving 47.5 million domestic arrivals. By 2030, Vietnam will welcome 18 million foreign tourists and 71 million domestic tourists. In 2020, total revenue from tourism would reach $18.5 billion, accounting for 7% of GDP, and in 2030, that number would be $35.2 billion, accounting for 7.5% of GDP. The tourism industry is forecast to reach an average growth rate of over 30% in terms of revenue and 20% in passenger traffic. An increasing travel demand is still the main driver for the industry, as air transportation become faster and more convenient, while its expense is approaching that of other means of transportation, namely personal vehicles or trains. Tourism growth is an important source of income and will be a driving force in the development of the air transport industry in Vietnam. Our current strategic direction is consistent with industry trends, government policies and the global competitive landscape According to the afore mentioned development scheme, we will become an airline with strong financial capability and brand name in the Asian airline industry. The parent company will hold a key operating role, with ancillary services be conducted from subsidiaries and joint ventures. Our overall direction is to implement a dual brand strategy. The parent company will develop its full services airline strategy by continuing to expand its network to major financial and economic centers; its targeted market would be high yield passengers, business travellers and tourists. Jetstar Pacific will compete in the low yield market, focusing primarily on the local and regional segment. Pursuant to Decision No. 21/QD-TTg of the Prime Minister approving the development strategy of the commercial air transportation industry in Vietnam, we are to become the main driving force behind the development of the industry in Vietnam, and further affirming our brand presence in the region. Jetstar Pacific Airlines will focus on the low yield segment in the domestic, Northeast Asia

and Southeast Asia market. Our development is thus consistent with the Vietnam government policies. This strategy is a industry-wide trend, and has been successfully carried out by airlines such as Singapore Airlines (SIA). The parent company (SIA) operates in the premium travel market, while Tiger Airways taps revenue from the low yield segment.

PART V. POST-IPO STRATEGIC DIRECTION

POST-IPO COMPANY PROFILE

Company information Name in Vietnamese ..... Tong Cong Ty Hang Khong Viet Nam – CTCP Form of business entity .... Joint stock company International trade name ... VIETNAM AIRLINES JSC Name abbreviation ...... VIETNAM AIRLINES JSC Headquarter ...... 200 Nguyen Son Street, Long Bien District, Hanoi Telephone ...... (84 4) 38272289 Fax ...... (84 4) 38722375 Website ...... www.vietnamairlines.com Logo ......

Lines of business The lines of business are defined in our draft Company Charter, based on our current operations as regulated in Decision No.172/QD-TTg dated January 16, 2013, Decision No.183/2013/ND-CP dated November 15, 2013, our Certificate of business registration, and several additional auxiliary lines of business. The proposed post-IPO business lines are as follows: Core businesses  Air transport for passengers and cargo (luggages, goods, parcels, letters);  Supporting services of air transport: general flights (for aerial photography, geological surveys; extended flight route calibration; repair and maintenance of high voltage lines; oil and gas service; afforestation; environmental monitoring; search and rescue; emergency medical service; missions serving political, economic, social, security and defense purposes), other specialized flights, commercial services such as tourism, hotels, duty free sales in isolated area of international terminal, in-flight and ground services, ground engineering services, services in the passenger area and cargo terminal, and apron services at the airport);  Repair and maintenance (aircraft, engine, spare parts, aircraft equipment, equipment for the ground engineering business and other technical equipment);  Manufacture of measuring, testing, navigating and controlling equipment (manufacturing spare parts, aircraft materials, technical and other equipment in the industry; supplying technical services and spare parts for domestic and foreign airlines). Related businesses  Other supporting services relating to transport (Freight forwarding; investing and operating airport infrastructures, including passenger areas, cargo terminal, technical infrastructure and synchronization services in the aviation transport chain; multimodal transport);  Production of aircraft, spacecraft and related machinery (Exports and imports of aircraft, engines, spare parts and aviation equipment) and other items prescribed by the State; Production, imports and exports of equipment to serve the air transport chain; Rent, lease, purchase and sale of aircraft, engines, spare parts, aviation equipment, training devices and other equipment to serve the aviation transport chain;  Vocational education (Only when government authorities permit);  Advertising and communication;

 Publishing  Restaurants and catering services (Production, exports and imports of food and beverages);  Wholesale, exports and imports of solid, liquid, and gaseous fuels and other relating products (Gasoline supply, aviation grease including fuels, lubricants and special liquids and other gasoline in airports);  Brokerage and auction agency (retail gasoline dealer; agency services for airlines, aircraft manufacturers, engine, equipment and aircraft spare parts producers, transportation companies, domestic and international tourism);  Other flight services Other lines of business  Management consulting services, including investment, capital management, and manufacturing; offshore investment, merger and acquisition; capital contribution and equity transfer;  Printing services (except documents prohibited by the government);  Construction;  Architectural business and related technical consulting (construction consulting does not include business design)  Supply and management of labor force, including labor supply (excluding brokerage, referral, employment and labor supply for businesses with labor export and import function or managing workers abroad); Export and import of labor as per government authority’s permission;  Other professional, scientific and technological activies;  Trading real estates and land property rights;  Other supporting service businesses: e-commerce, connecting flights;  Travelling business including travelling services, tourist accommodation, tourist transport, resorts and attractions development, travel agencies and other services;  Telecommunication (where eligible);  Other businesses according to the Certificate of business registration.

Capitalization Size of capitalization Share capital ...... 14,101,840,000,000 VND Par value per share ...... 10,000 VND Number of shares ...... 1,410,184,000 shares Capitalization structure

Number of shares Par value of shares (shares) (in billion VND) Proportion The State ...... 1,057,638,000 10,576.38 75.00% Employees ...... 20,795,100 207.95 1.475% Shares sold to employees in accordance with their seniority ...... 11,320,600 113.21 0.803% Shares sold to employees in accordance with working commitment ...... 9,474,500 94.75 0.672%

Number of shares Par value of shares (shares) (in billion VND) Proportion Trade Union ...... 705,092 7.05 0.050% Strategic investors ...... 282,036,800 2,820.37 20.00% Public Auction ...... 49,009,008 490.09 3.475% Total ...... 1,410,184,000 14,101.84 100%

All of our shares at the time of establishment are common shares. The sales, purchase, transfer and inheritence of those shares will comply with the Charter of Joint stock companies and other relevant law documents. Proposal for charter capital change after the IPO After the IPO, apart from retained earnings for the period from 2014 to 2018, we plan to increase the charter capital by issuing shares for foreign strategic investors, and/or issuing shares in domestic and international markets to reduce the State ownership to no less than 65%.

Proposed organizational structure Our projected organizational structure after transforming into a joint stock company is as follows:  General Meeting of Shareholders;  Board of Management (BOM): includes a minimum of 07 members and no more than 11 members. The specific size will be decided by the General Assembly of Shareholders in accordance with operational requirements in each period. The Chairman of the BOM will be elected by the BOM and not concurrently be the President and CEO. Total number of independent board members and / or non-executive directors constitute at least one third of the total number of board members. The minimum number of independent directors is determined by the method of rounding down;  Supervisory Board: is expected to include 3 to 5 members elected by the General Meeting of Shareholders;  The Committees: are established by the Board of Directors for assistance, including Strategy and Investment Committee, Compensation Committee, Internal Audit Committee, Finance Committee and other committees as decided by BOM. Except Internal Audit Committee has its own dedicated delegates, the remaining committees are concurrent positions. Our specialized departments will assist those committees formed by the BOM in accordance with their functions;  The President and CEO: is the legal representative of Vietnam Airlines and is appointed by the BOM among its members.  Assistants to The President and CEO: include the Vice Presidents, Chief Accountant, offices, functional departments, unit and the equivalence, functioning as advisors and assistants to the President and CEO in management and administration.  Our organizational structure includes a Headquarter in Hanoi with 16 departments; 32 branches and overseas representative offices; 14 dependent units. In addition, we invest in a number of subsidiaries and associates. The following chart sets forth our projected organizational structure after IPO:

GENERAL MEETING OF SHAREHOLDERS

SUPERVISORY BOARD

BOARD OF MANAGEMENT Strategy & Investment Commitee; Compensation Commitee; SECRETARIAT Internal Audit Commitee; Finance & Treasury Committee; … PRESIDENT & CEO

Emergency Committee; VICE PRESIDENTS, CHIEF ACCOUNTANT Safety & Security Committee; …

Human resource Dept Training Dept Legal Dept Planing & Development Dept IT Dept

Party and Youth Union Corporate Affairs Safety-Quality & Security dept Investment dept Finance & Accouting Dept

FLIGHT OPERATION DIVISON COMMERCE DIVISION GROUND SERVICES DIVISION TECHNICAL DIVISION

Sales & marketing Marketing Services Dept Dept Operation Control Noibai Operation Center Vietnam Air service Center Cargo Planning & company (VASCO) Marketing Dept Technical Dept TanSonNhat Operation Flight crew 919 Northern Regional Center Material & Supply Aviation Research & Branch Cabin crew Noibai ground handling Dept Vocational Center Middle Regional services Branch Flight training Center Danang ground handling Heritage magazine Southern Regional services Branch

Oversea Branches TanSonNhat ground Subsidiaries & (32) handling services Associates

POST-IPO STRATEGIC DIRECTION

Business environment Economic, political and social factors Although the world economy saw subdued growth for a second year in 2013, the consensus has been more optimistic for 2014 for signs of improvement in the fourth quarter of the year. According to the United Nations World Economic Situation and Prospects 2014 (WESP) report, in light of recent positive signs, the global economic growth is forecasted to improve in the next two years. It is expected to grow at a pace of 3% in 2014 and 3.3% in 2015, when in 2013 the rate was only 2.1%. Medium to long term trade and tourism demand is expected to revive its dramatic growth for the forecasted recovery of the world economy. The United Nations World Tourism Organization (UNWTO) forecasts international tourist arrivals will reach an average growth of 3.3% per year until 2030. International tourism is experiencing a shift to East Asia - Pacific and Southeast Asia for their dynamic development, political stability and attractive tourist destinations thanks to the diversity in nature, climate and cultures. The proportion of international tourist arrivals to such regions is forecasted to rise from 20% in 2010 to 30% in 2030. Accordingly, Southeast Asia countries will have welcomed around 125 million international tourists by 2020. In the short term, The International Air Transport Association (IATA) estimates that the airline industryexpect to welcome some 3.6 billion passengers in 2016, higher than 2.8 billion passengers carried by airlines in 2011, including both tourists and business travellers. In Vietnam, the National tourism strategy towards 2020 aims at promoting tourism to increase its proportion in the GDP. Its target is to become a key economic sector, creating impetus for socio- economic development. The country expects to welcome 7.5 million international tourists and 37 million domestic tourists by 2015; 10.5 million and 47.5 million respectively by 2020; and 18 million and 71 million respectively by 2030. Therefore, the number of international tourists to Vietnam for the period 2010-2030 is forecasted to grow at an average rate of 10-20% annually. The airline industry The airline industry is expected to continue to globalize with constant expansions of global airlines alliances. Indeed, the airlines members of these alliances have been focusing on strengthening their network and sales system in order to enhance their competitiveness in order to survive and thrive in this fierce market. Specifically, traditional airlines in Asia, particularly in North Asia and Southeast Asia, and in the Asia – Pacific region continued to maintain and improve their service quality to create a competitive advantage for both international and domestic flights. During 2000-2005, although the "multi-brands" business model – in which a traditional airline established its low-cost carrier – failed in both North America and Europe, it has been adopted quite effectively by a number of major airlines in the Asia - Pacific region, such as Jetstar by Qantas, Silk Air and Scoot by Singapore Airlines, Nok Air and Thai Smile by Thai Airways. Likewise, Malaysia Airlines and Garuda are restructuring their subsidiaries - Firefly and Citilink - to compete in the low-cost segment. Moreover, major international airports and regional airports will gradually become overloaded. Arranging slots for take-off and landing is becoming increasingly difficult, especially to/from the world largest international airports such as Paris, Tokyo, London, and rapidly growing markets such as China and Vietnam. The international integration of Vietnam through participating in ASEAN, APEC and WTO has not only fostered the liberalization process of Vietnamese air transport, but also unfolded various opportunities and new challenges. The deadline for Vietnam to implement its commitments made in the ASEAN open sky framework is approaching, accelerating the liberalization of airline services and the elimination of restrictions on the fourth and fifth freedom to major cities in order to achieve the

goal of an ASEAN Single Aviation Market - ASAM in 2015. Accordingly, it will be easier for foreign airlines to expan their operation to and from Vietnam.

Strategic plan for corporate development Mission and strategic directions Our mission We strive to become the leading corporation in Vietnam air transport industry with powerful economic strength and highly prestigious position in the CLMV sub-region. For our well-established infrastructure and advanced expertise, we endeavor to rank among high-caliber airlines in South East Asia. We wish to bridge the country’s international relations and contribute significantly to the socio- economic development of Vietnam by operating effectively and serving as a reliable preliminary force for national security. Our strategy  Maintain our leading position in the national airline industry. We aim at superior economic performance accompanied by effective implementation of political tasks assigned by the State, including maintaining our key position in the industry, offering services to a wider public and serving as a preliminary force for national security.  Position ourselves among top airlines of ASEAN region with regards to scale, and hold the pivotal role in the air transport of the CLMV sub-region; Strive to position Vietnam Airlines in the market as a reputable brand name.  Follow customer-driven strategy for constant services quality improvement; prioritize safety, quality, operating performance, capital preservation and development in business; promote the combination of services with cultural elements to create a distinctive cultural identity among our peer group; expect to have our products and services ranked at a fair level of the region in 2015, embracing Vietnamese cultural identity while meeting the international standards of a 4-star airline; and become a favorite airline in Asia in terms of in-flight quality and ground services in 2020.  Pursue sustainable development through selectively investing in innovative technology, such as technical infrastructure for repair and maintenance, aerospace industry, specialized training facilities and synchronization services at the airport, especially passenger terminal, cargo terminal and infrastructure at the base airport;  Take advantage of the internal resources and creating excellent crew of pilots, engineers, staffs and experts with professional elite, high labor productivity to operate and manage a large-scale professional airline; expand both domestic and international cooperative ventures; renovate the management process for a more scientific, modern, and united system as well as to promote the synergy values throughout the company;  Strive to become one of the most attractive employers in Vietnam for its image of an industry with high technology and international integration; for the inspirations at work and for its excellent remuneration package including high and stable income, training opportunities and career development. Route expansion Based on the hub-spoke model, we plan to expand our route network with a focus on connecting flights through Tan Son Nhat (Ho Chi Minh City) and Noi Bai (Hanoi) international airports at an increasing frequency. This design aims at gradually turning them into major regional hubs to directly compete with big hubs like Hong Kong, Bangkok, Singapore, Kuala Lumpur. In addition, we will gradually enhance the operations at Danang airport step by step to become a complimentary hub for the main centers in Hanoi and Ho Chi Minh City. Our network expansion plan with regards to each specific region is as follows:

 Due to strategic locations and core markets’ travelling characteristics, in order to save costs/ASK, Hanoi is designed to be the hub for flights from Europe and Northeast Asia travelling to Indochina, while Ho Chi Minh City is targeted for connecting flights from the USA, Europe and Australia to Indochina and Southeast Asia; and between Northeast Asia and Australia.  North America: We carefully expand our presence in this market in order to maintain the efficiency of the entire network. In specific, to develop our trans-Pacific network, route from Ho Chi Minh City to Los Angeles will be inaugurated in 2016 while flights to San Francisco, Washington and Vancouver will be inaugurated when applicable.  Europe: We will better the curent network to improve traffic mix and increase the proportion high-yield passenger and will consider to add 1 to 2 new destinations (a new route to Berlin will be opened in 2015. The other destination will be selectively considered among Prague/Amsterdam/Milan on the basis of the efficiency of the entire Europe network.  Northeast Asia: as the most efficient routes for Vietnam Airlines, we plan to further increase our presence in Northeast Asia. By increasing the frequency to two flights per day and operating these routes by modern wide-body aircrafts, we believe we can offer a premium service to our passengers while still remaining competitive in this segment and improve performance efficiency. New routes plan includes additional connectivity from the Northeast Asian region to Central Vietnam.  China: We seek advancement in operating flights to Beijing, Shanghai, Guangzhou, and Chengdu by using flexibly narrow-body aircraft, aiming at transforming gradually charter flights to regular ones.  Southeast Asia: We intend to increase the frequency on existing routes to 2 flights per day and to open new route to Indonesia (expected to Denpasar in 2015) and the Philippines (expected to Manila in 2015) to better our ASEAN network.  Australia: We are considering to launch direct flights from Hanoi to Australia (Melbourne, Sydney) and searching for new destinations (expected to Brisbane in 2017 and Adelaide in 2018) to take advantage of its favorable geographical position of Hochimnh city to offer services to the 6th freedoom traffic right markets from Europe and North East Asia to Australia.  The Middle East and India: Based on frequent research and review of market situation, we plan to engage in these markets when the fleet is expanded. Several prospective destinations include Dubai in 2017, Doha in 2018, Bombay in 2015 and Delhi in 2015.  Domestic routes and the CLMV sub-region play a strategically vital role in our political duty and operating results. Particularly, we have leveraged our competitive advantage of an unique location by increasing frequency and using bigger aircrafts to compete effectively with the main hub Bangkok and long-haul flights to the CLMV sub-region. We plan to launch new routes connecting Central Vietnam with Indochina to support the core markets such as America, Europe and ortheast Asia while collaborating with K6 to adjust capacity to suit the needs of these core markets.  In the domestic market, by collaborating closely with JPA, we desire to maintain both carriers’ market share of about 70-72%. Our target is to dominate the full services carrier market segment and to maintain a fixed market share in the low yield passenger segment. Meanwhile, JPA will compete directly with other LCCs and strive for the strongest growth in this segment.

Business plan for the period of 2014 – 2018 In light of the strategic directions demonstrated in the previous section, our operating result is expected to show a strong improvement in key operational areas such as passenger transport, cargo transport, as well as other synchronized revenues from ground services, sales commission, insurance reimbursement, etc. Accordingly, the operations of each business line is projected based on the following assumptions:

In billion VND 2014 2015 2016 2017 2018

110,07 Sales and revenue ...... 59,295 67,824 81,650 95,484 3 Sales returns and allowance ...... 287 327 404 467 541 109,53 Net revenue ...... 59,009 67,496 81,246 95,017 2 Cost of goods sold ...... 52,560 59,303 69,698 80,927 94,054 Net sales and revenue ...... 6,449 8,194 11,549 14,090 15,479 Financial income ...... 364 401 427 455 487 Financial expense ...... 2,809 2,923 3,697 4,149 4,636 Selling expense ...... 2,904 3,457 4,288 4,906 5,577 Administration expense ...... 1,401 1,568 1,658 1,778 1,892 Profit (loss) from operating activities ...... -301 647 2,333 3,711 3,860 Other income ...... 670 728 868 969 1,049 Other expense ...... 27 31 38 45 54 Other profit (loss) ...... 642 697 830 924 995 Net profit (loss) before tax ...... 341 1,344 3,163 4,635 4,855 Corporate tax ...... – 211 602 920 961 Net profit (tax) after tax ...... 341 1,132 2,561 3,716 3,894 Returns on Sales - ROS (%) ...... 0.57% 1.96% 3.83% 4.81% 4.37% Returns on Shareholders’ Equity – ROE (%) .. 2.37% 8.75% 14.42% 18.97% 18.27% Returns on Asset – ROA (%) ...... 0.52% 1.62% 3.33% 4.54% 4.50% Labor cost ...... 4,361 5,293 5,976 6,873 7,676 Wage, salaries & benefits per employee(million VND per month) ...... 13.9 14.3 15 16 16.3 To ensure the business plan is implemented smoothly and yields greater results, we have constructed a detailed plan for specific components as follows: Fleet expansion plan We plan to restructure our fleet to comprise of 03 main categories:  Aircraft of 280-300 seats (wide body) will be divided into 02 groups classified by their design flight range as announced by the manufacturer. Long-haul fleet (A350, B787, B777 and the equivalent) will operate on intercontinental routes (including North America, Europe and Australia); Middle-haul fleet (A330, B787, B777 and the equivalent) will fly to Northeast Asia and the Middle East.  Aircraft of 150-180 seats (narrow body) will be used on domestic routes, international routes in Southeast Asia, Northeast Asia, India... with a range of approximately 5 hours (A320/321 or the equivalent).  Aircraft of 70 seats with moderate capacity will be used to for short-haul flights and for airports that A320 aircraft cannot access (ATR-72 and open technology).

Fiscal year ended December 31 280-300 seats 150-180 seats 70 seats Total 2014 ...... 18 50 14 82 2015 ...... 23 54 14 91 2016 ...... 28 56 14 98 2017 ...... 32 59 14 105 2018 ...... 38 64 14 116 Human resources development plan The following chart sets forth a summary of our human resources demand for the period from 2014 to 2018.12

2014 2015 2016 2017 2018 Number of employees ...... 11,234 11,663 12,564 13,251 13,956

Pilots demands Demand for pilots is determined by the flying hours of each aircraft type. To enhance the performance of both the holding company and our subsidiaries, pilots are expected to work for Vietnam Airlines as well as to support Cambodia Angkor Air and Jetstar Pacific Airlines.

Aircraft type 2014 2015 2016 2017 2018 250-280 seats ...... 252 274 334 412 480 Vietnamese pilot ...... 242 264 324 402 470 150-180 seats ...... 394 458 492 520 554 Vietnamese pilot ...... 215 232 255 245 255 70 seats ...... 88 92 94 94 94 Vietnamese pilot ...... 78 77 78 73 71 Total ...... 734 824 920 1.026 1.128 Vietnamese pilots ...... 535 573 657 720 796 Technicians demands We projected that the number of engineers and technicians required to meet the fleet maintenance demand of both Vietnam Airlines and other carriers will reach approximately 2,900 by 2018. Therefore, we need an additional 200 technical workers each year.

Maintenance For the fiscal year ended December 31, Total Supervisor technician Support staff 2014 ...... 3,479 795 2,141 543 2015 ...... 3,805 869 2,342 594 2016 ...... 4,271 976 2,628 667 2017 ...... 4,669 1,067 2,873 729 2018 ...... 4,815 1,100 2,963 752 Average growth of 8,46% per annum

Investment plan The following investment plan is designed based onour strategic plan to expand operational capacity. Goals and objectives In light of the strategic business plan, our investment aims at developping the fleet in terms of quantity and quality while maintaining our competitive strengths and flight frequency to meet the market’s demand.

12 Note: Not including supplementary human resources for K6 & JPA

Infrastructure constructions - Education and training infrastructure - Offices in Gia Lam, Noi Bai, etc.  Facilities: including training facilities and supporting equipments for operation  IT: relying on outsourcing and only investing in a few specialized IT projects for management and operations. Divestment Implementing Decision No.172/QD-TTg dated January 16, 2013 of the Prime Minister on approving our restructuring project for the period 2012-2015, at the end of September, 2014, we have completely divested from Techcombank, Bao Minh Insurance Corporation and Hoa Binh Securities Company and shares of France Telecom. In total, we have divested VND 207.81 billion, roughly 70% of the divestiture portfolio (base on the initial investment), and received VND 469.91 billion. Capital expenditure for the period 2014 – 2018 The total capital expenditure from 2014 to 2018 is VND 69,994 billion. Of which:  Aircraft: VND 63,297 billion;  Construction: VND 2,356 billion;  Facilities: VND 2,348 billion;  Capital investment: VND 1,993 billion; (Note: the new capital investment is VND 2,073.4 billion while the amount to be divested is VND 80.6 billion). Aircraft expansion Given the approval of the Prime Minister on our fleet expansion plan, we will carry on implementing the 04 aircraft invesment projects from 2014 to 2018, i.e. Project 10 A321 aircraft in 2007, project 10 A321 aircraft in 2009, project 10 A350 aircraft and project 08 B787-9 aircraft, with total capital expenditure of VND 63,297 billiosn. By the end of 2018, we will complete the first two projects and the project converting 08 B787-8 aircraft to B787-9. The total number of aircraft to be delivered in 2014-2018 is 23 aircraft. The following table sets forth a summary of aircraft delivery schedule for the period 2014-2018, including 7 A321, 8 B787-9 and 8 A350.

2014 2015 2016 2017 2018 Total

A321 ...... 4 313 7

B787-9 ...... 4 3 1 8

A350 ...... 2 4 2 8 Facilities investment Total expenditure on facilities during 2014-2018 is expected to be VND 2,348 billion, including training facilities in 2015-2016 for the coaching of pilots and flight attendants operating new aircraft like A350 and B787-9 (such as door training project, Mockup project, and IFE - In-flight entertainment – equiment projects for A350 and B787-9); ULD (Unit Loading Devices) project in 2015 and 2016; ULD projects in 2017-2018; HR management system project and ground services projects, etc. Facitilities and IT investment projects are carried out on an annual basis for fleet operations, training, improving efficiency, service quality and sales skills.

13 Including 2 aircraft projected for lease by K6

Construction plan The total Capital expenditure for construction in 2014-2018 is forecasted to be VND 2,356 billion. We seek to complete primarily the 7 ongoing critical projects by 2015. In particular, the complex of offices and professional aviation training at 200 Nguyen Son - Long Bien – Hanoi (phase 2) is projected to complete by 2017 due to various changes in the policy and scale. New projects for the period 2014-2018 will focus on planning and investing in infrastructures such as aircraft apron, hangar with ancillary workshops and facilities for aircraft repair at the airports such as Noi Bai, Da Nang, Long Thanh (e.g. Hangar 3.4; Workshop at Tan Son Nhat, Noi Bai; Apron plane at Noi Bai ...) and projects to improve working conditions and operations (e.g. Airlines city in Gia Lam area, office area at Noi Bai, and our office at 27B Dien Bien Phu Street - Da Nang). Capital investment We expect the additional amount of new capital investment for the period 2014 to 2018 to be VND 2,073 billion, including capital contribution to the establishment of new companies supporting to air transport such as: the Company Call Center, the Flight Simulation Company, the Aircraft Spare Parts and Repair Company, the Backup Engine Maintenance Service Company and Aircraft Interior Facilities Maintenance Company; and an additional amount of VND 1,871 billion to our subsidiaries. Currently, we have carried out the divestment procedures to divest 03 of our investments, namely Air Services Supply JSC (AIRSERCO), Aviation Logistic Services (ALS) and France Telecom. The remaining 04 investments as noted in the restructuring scheme include Aviation Plastics JSC (APLACO), Aviation Investment JSC, Saigon Post and Telecommunications JSC and Aviation Hotel JSC. We have established consulting groups to analyze divesting options in these companies. In addition, during the period from 2014 to 2016, we will continue to divest from 5 companies:  Aviation insurance JSC;  Automotive Aviation Transport JSC;  Aviation Construction JSC (AVICON);  Aviation Printing JSC (IHK);  Airport Engineering Consultancy and Services JSC (AEC)

Financial plan for the period 2014-2018 Based onthe strategic plan and investment plan above, our prospective financial plan is as follows: Asset structure Total asset will reach VND 107,758 billion in 2018 (increasing by VND 49,664 billion compared to that in 31/12/2013) and hence an average growth of 13% per annum from 2014 to 2018 mainly due to increase in fixed assets for purchasing and receiving aircraft. Fixed assets will account for an average of 57 - 65% of total assets. In 5 years, we expect to expand the fleet by 05 A321 aircraft, 08 B787 aircraft and 05 A350 aircraft). Asset allocation is improved by increasing the ratio of short-term assets and reduce the incidence of long-term assets/total assets. Accordingly, the ratio of short-term assets/total assets increased from 14% at the end of 2013 to 28.8% at the end of 2018 long-term assets accounted for 77 -80% on average total assets. Asset structure is improving by reducing fixed asset proportion and lifting up the proportion of current assets in total assets from 14% in 2013 to 28,8% in 2018. Fixed assets will account for approximately 77-80% total assets.

Regarding fixed assets, according to this 5-year plan, our total asset will be VND 70,962 billion as of 31 December 2018, of which aircraft and engines account for VND 62,268 billiosn, equivalent to 87.75% total fixed assets và 57.8% total assets. During 2014-2018, we will invest VND 60,964 billion in fixed assets, of which the amount for airliners and engines acquisition including 5 A321, 8 B787-9 and 5A350 is 57,392 billion, equivalent to 94%. Furthermore, we plan to implement “sales and leased back” project with 01 backup engine for A321, 2 A321 aircraft và 3 A350 aircraft. Those proportions reflect our strategy to enhance operational capacity of the core business by spending most of the capital on development and improving fleet age.

2014 2015 2016 2017 2018 Asset

Current Assets ...... 13,443 16,077 17,156 18,234 24,382 Cash and cash equivalents ...... 3,620 5,176 5,338 8,986 13,817 Non-current Assets ...... 52,345 66,622 77,936 83,760 83,376 Fixed Assets ...... 37,717 51,276 61,052 68,277 70,962 Total Assets ...... 65,788 82,726 95,118 102,023 107,788

Asset structure Current Assets ...... 20.4% 19.4% 18.0% 17.9% 22.6% Cash and cash equivalents ...... 5.5% 6.3% 5.6% 8.8% 12.8% Non-current Assets ...... 79.6% 80.6% 82.0% 82.1% 77.4% Fixed Assets ...... 57.3% 62.0% 64.2% 66.9% 65.9% Total assets ...... 100% 100% 100% 100% 100%

Capital Structure Equity Our total equity at the time of valuation (March 31, 2013) is 10,576 billion VND. During 2014 – 2018 this is expected to increase by 16,000 billion VND to 26,576 by the end of fiscal year 2018, a 2.65 times increment. We intend to raise equity capital from the following sources:  premium from a 25% equity sales in our IPO in fiscal year 2014 – 3,500 billion VND  additional equity issuance for existing shareholders in fiscal year 2015 – 4,000 billion VND, and  additional equity issuance, reducing Government ownership to 65% in fiscal year 2006 - 4,500 billion VND We also plan to retain some of our annual earnings in our equity capital to maintain a well- balanced financial position. The debt/equity ratio (not including ticket sales payables) remains at a relatively high level during 2014-2016 for our strategy to maintain high growth during this period, when fleet investment exceeds our capability to retain and raise the equity. However, we expect to reduce this ratio to a level of 2.7 to 3 times in 2017-2018 by a number of measures such as issuing additional shares in 2014 and 2016, improving cash flow and liquidity management, allowing multiple capital raising options. Debt Long-term debt: in order to execute the fleets expansion and construction plans as scheduled, the total medium-long term debt capital needed during 2014-2018 is VND 61,218 billion (equivalent to USD 2,708 billion), 96% of which is for fleets expansion of 5 A321, 10 A350 và 8 B787 aircraft, worth USD 2,597 billion. Meanwhile, we desire to pay the principals of other long-term debt with an estimated amount of VND 44,958 billion, equivalent to USD 1,978 million. Therefore, total outstanding long-term debt as of 31 December 2018 will be approximately VND 58,130 billion, increasing by VND 20,281 billion compared with that in 2013 (VND 37,818 billion), and the mature amount is projected to be VND 6,629 billion.

Short-term debt: In addition to long-term debt, we will continue to use short-term debt to rebalance our cash flows in USD, to meet payment requirements at peak periods and/or difficult periods in the foreign exchange market during 2014-2018. The short-term debt will be used flexibly based onenhanced cash flow management and forecast for a reasonable cost of capital.

2014 2015 2016 2017 2018

Capital

Current liabilities ...... 21,240 24,688 25,527 27,142 30,812 Bank loans and current portion of long-term debt ...... 9,953 11,625 9,437 7,875 8,276 Non-current liabilities ...... 30,154 42,672 47,660 50,443 50,399 Long-term debt ...... 30,037 42,539 47,500 50,256 50,184 Equity ...... 14,394 15,366 21,932 24,437 26,576 Total Capital ...... 65,788 82,726 95,119 102,022 107,787 Capital structure Current liabilities ...... 32.3% 29.8% 26.8% 26.6% 28.6% Bank loans and current portion of long-term debt ...... 15.1% 14.1% 9.9% 7.7% 7.7% Non-current liabilities ...... 45.8% 51.6% 50.1% 49.5% 46.8% Long-term debt ...... 46% 51% 50% 49% 47% Equity ...... 21.9% 18.6% 23.1% 23.9% 24.6% Total Capital ...... 100% 100% 100% 100% 100%

Execution of the strategic business plan for the period 2014 – 2018 Financial restructuring  Enhance cash flow management, including cash flow forecast (particularly ticket sales cash flow), periodic budget planning and control (monthly, quarterly), employing flexible use of short-term line of credit to maintain adequate liquidity (especially for USD-denominated transactions);  Control liquidity ratios around a realistic safety benchmark;  Expand the traditional capital raising methods such as corporate bonds and/or through government bond issuance (domestically and internationally), commercial bank loans, loan guarantee programs, aircraft sale and lease back, and other source of funds;  Supervise strategy execution with regards to effectiveness, efficiency and cost saving schemes;  Intensify the use of legal derivative products to hedge the fluctuation in fuel price and exchange rate, to proactively manage our expenses.  Adopt a flexible investment and construction policy to maintain a healthy capital structure and avoid unexpected expenses. Human resources Restructuring policy Our departments are undergoing a consolidation process for administrative efficiency by digitalizing office tasks and reorganizing the air transport training system to one central institution. At the same time, we will enhance the operations of services training centers such as Noi Bai International Airport ground service (NIAGS, TIAGS) and establish one for commerce training.

Recruitment policy We base our title system and job description on the recruitment priority list as follows: pilot – flight-attendant – commercial executive – flight coordinator – IT technician. A wide range of recruitment channels are exploited, with a focus on online recruitment via our official web page. Outsourcing policy We will persist to rely on outsourcing for unskilled labor who are not on the air transport chain like security, janitor, airplane cleaner, cargo handler, usher; or seasonal workers such as boarding welcome staff; or call center staff (24h/24h) to simplify the system and remuneration policy. We are designing an efficient recruitment plan to take advantage of seasonal characteristics of the industry, matching the proportion of seasonal workers (such as flight-attendant and customer service) with the business cycle. Training policy We aim to complete training courses’ materials and to establish a strong team of concurrent instructors with high expertise and experiences. Additionally, we will focus on fostering online programs to reach a wider audience, reducing costs and training time. Periodic training sessions are designed to suit specific requirements of each job. Career development policy We highly focus on offering career advancement opportunities to help boost employees’ performance. The career development plan comprises of (i) detecting occupancies; (ii) designing a career pathway for employees; and (iii) individual employee’s responsibility in planning, managing and executing their own career plan. Partnership policy In the upcoming years, we will employ a more proactive approach to recruitment by working closely with certain universities such as Hanoi University of Science and Technology, Foreign Trade University and National Economics University for high-quality human resources. Besides, we plan to send employees to international air transport training institution overseas like Boeing and Airbus. Moreover, we expect to design a required skills set, offering extra training sessions, encouraging employees to pursue higher education and supporting the expenses for certain kinds of education. Hence, we confidently believe our productivity will be upgraded to a level equivalent to that of British Airways and American Airlines by 2018. Services quality enhancement We will construct a synchronized plan for both on-ground and in-flight services for individual routes, including ground services, aircraft commercial configuration, flight schedules, in-flight services, human resource and equipment preparation for a flight. We plan to upgrade the quality of front line staff serving in the airport and in flights, particularly staff serving business class. Flight-attendants will be assigned to specialize in one route or a group of route, and receive training on service skills, social knowledge, and foreign languages. Besides, we will ensure that aircraft equipment is adequate for servicing and allow outsourcing in the beginning to learn their techniques. In addition, we will renovate our procurement procedures to reduce the time required to execute new services. We will supervise closely and evaluate thoroughly our procedures and policies , as well as a system to execute and update policies in a timely manner to enhance service quality and conformity of the entire network.

Sales & Distribution Channel Passengers sales network We will set up sales channels for different market segments through GSA research with regard to the existing flight network expansion plan. Distribution channel expansion focuses on direct sales through call centers, websites, etc., whose revenue is expected to reach 15% of total revenue by 2018. Distribution network is expanded globally for both individual and institutional passengers. We are replacing the current Global Distribution System with the Sabre Host system to reduce distribution cost in specific and well-regulated markets. Institutional and high net worth customers in important markets receive designated distribution lines. Traditional distribution channels for tourists, non-frequent passengers, exported workers, 6th freedom passengers (passengers, packages, and cargos with international connecting flights in countries different from destination and arrival countries) are consolidated. We are developing complimentary businesses such as hospitality, insurance, tourism, baggage services, and other incidental income sources… to support the sales of the main service. We persist on fostering our frequent flyer program to boost sales and also plan to expand in order to attract more frequent customers and take advantage of our economies of scale. Furthermore, we will partner with other airlines, hotel groups, credit card and car rental providers, etc. in major markets to magnify its attractiveness. Cargo sale network We will design a development plan for cargo sales network based on our route expansion plan. Initially, we will focus on Vietnam market, our supplier markets such as Taiwan, Hongkong, Korea, and main purchasers such as Europe, Korea and the US. We use both direct and indirect distribution channels. We desire to gradually construct a direct sales channel via the head quarter and branches, targeting major clients in the entire network. In addition, interlines sales network is set up to target other airlines and customers for new opportunities and revenue optimization. The direct channel allows us to monitor the price customers have to pay. Indirect sales channel via wholesalers and freight forwarders is another target, which requires goods to be classified based onmarkets, destinations, routes and type of goods. We will standardize domestic freight forwarders in professional manner and extend to small to medium dealers. This channel will intensify our market penetration with regards to geographic locations and targeted customers. Branding scheme We will actively adopt a long-term branding plan for the period 2014-2018, which is designed to fit our capacity, capabilities and to follow closely our overall strategy to become one of leading carriers in South East Asia in 2020. The branding scheme and global strategy promotion will be carried out by professional consultants. The branding scheme implementation is broken down into phases as follows: 2013-2014 We are building an image of an international airline with advantage in the CLMV network. To position ourselves as a dynamic, international standard and fast-growing airlines in the region, we will:  Invest in modern and efficient fleet not only to operate in a wider route network at higher frequency but also to enhance our service quality at direct service points like ticket sales and check-in counters, in-flight services, particularly targeting the new business class.

 Consolidate our comprehensive services to completely match with international standards, targeting segments of customers with different demand for luxurious services, especially in CLMV sub-region. We wish to offer customers opportunities to travel to famous destinations and business opportunities of this potential market. 2015-2016: A 4-star airline Our plan is to build the brand identity of a 4-star airline with international standards, implemented through promoting our modern fleet expansion, technology factor, high comfort (Boeing B787-9, Airbus A350-900), network and flight frequency to critical destinations. We will focus on introducing our route network expansion, such as new destinations in Europe, non-stop flight to the US; and our 4-star quality to meet even the unrequested demands, and especially our new brand identity. These key factors determine the brand’s development process to be not only well-known but also loved. 2017-2018 We will adopt distinctively innovative products and services, accompanied by the brand positioning criteria of a young and modern airlines. The image of our services is expected to change completely to reach the 5-star standard. Global integration and partnerships As a member of SkyTeam alliance, we plan to leverage the comprehensive bilateral cooperation with member airlines and focus on seeking route network expansion opportunities through codesharing to increase our presence in new markets. Frequent flyer program and lounge business sharing will improve our service quality to reach international standards. We intend to engage in multilateral cooperation within SkyTeam, especially in investment and procurement to take advantage of each member’s superiority. We will cooperate to design efficient flight schedule, network, and flight crew; to manage revenue, maintenance services, ground services and merchandising. In addition to SkyTeam membership, we intend to strengthen the bilateral cooperation with existing partners. Based onour real demand, we seek new partnership not only limited to carriers to explore potential markets. Safety, quality and security management Safety management We will adopt the Safety Management System (SMS) to enhance the quality and efficiency of safety management in operating flights, maintenance and ground services. We plan to invest in a system of flight data analysis software, pilot and flight-attendant performance evaluation software, and a general risk reporting system, to meet new requirements by ICAO và Civil Aviation Authority of Vietnam. Safety management system for new aircraft like A350 and B787 will be set up gradually for its advance technology. And we will intensify our safety control over planes that have been utilized for several years like A330 and B777. Quality control We strive to maintain our IOSA – IATA Operational Safety audit certificate and the ISAGO – IATA Safety Audit for Ground Operation certificate while upgrading our existing programs for higher efficiency. We plan to integrate the safety program and the quality control program to optimize the use of modern technology and facitilities. We seek to enhance the system-wide quality management by implementing the quality control system ISO 9001-2008 and never cease to study new innovative methods requested by IATA such as IACQ (IATA Airline Catering Quality), IAQ (Indoor Air Quality), TICSS (The International Customer Service Standard) and other requirements.

Aircraft spare parts supply management Our goals are (i) to ensure effective repair and maintenance and to strictly limit the case of AOG (Aircraft On Ground) due to lack of spare parts (ii) to reduce investment cost of spare parts storage and capital tied to inventory by maintaining a mininum amount as required. Detailed resolutions are as follows:  ATR72 and B777 fleets will control their own inventory level and execute sales, leasing and exchanging supplies contract to meet maintenance and operating schedule.  A330 fleet will supply spare parts for the maintenance cost per hour program according to airplanes’ flying hours via contracts signed with Evergreen Aviation Technologies Corporation – EGAT, which is valid until the lease term for A330 ends.  A321 fleet will manage their own operations like the ATR72 và B777 fleets. In the future, this team is expected to supply spare parts for the maintenance cost per hour program.  A350 and B787 fleets are expected to provide supplies for the maintenance cost per hour program. Information Technology Our plan to upgrade the IT system includes:  Investing in core systems for Operations department, Commercial services department, Administration and Finance department to achieve effective management of a larger scale operation (in terms of passengers and aircraft) in a wider route network;  Offering customers convenient and modern services with up-to-date innovation and techonology compared to other ASEAN countries;  Operating in safety, stability and meeting operational requirements;  Managing effectively operating cost and invesment. Specific measures to upgrade the IT system:  Infrastructure investment will meet the requirement of innovative applications and will be executed in conformity among various departments.  IT system should forerun operations’ demands by updating frequently regional and international airlines technology to discover opportunities and threats.  IT services will be undertaken in a complete and professional manner, while a manageable portion will rely on outsourcing. Cost saving We seek detailed analysis of our input costs, consultant’s advices, other airlines’ experiences to construct our own costs restructuring schedule. In the upcoming period, we will enhance the existing measures and examine concurrently new solutions as follows:  Applying flexible operations to each flight for effective utilization of resources  Saving fuel costs (accounted for more than 35% of our total expenses) is a core measure in our cost restructuring program, which has been implemented since 2008, including cutting down on fuel consumption and unnecessary load in a flight, strictly imposing overweight baggage policy, adopting technical innovations to reduce fuel consumption rate and on- ground fuel consumption, etc.  Price management measures have been executed, such as hedging fuel prices; tankering, i.e. efficient fuel refill between departure and arrival; working with the authorities on tariffs.

Reducing labor cost  Increasing pilots and flight-attendants allocation efficiency (increasing monthly flying hours), optimizing the utilization of foreign flight attendants; designing optimal flight schedules and rest stops for a more efficient staff arrangement and to reduce expenses incurred overseas.  Reorganizing the procedures applied for Services & Marketing units in order to cut costs and enhance productivity Maintenance cost control. Reducing maintenance turnover to decrease storage expenses and lease fees for tools and equipments; establishing entities to manage spare parts, facilitating our self- supply and reducing fiduciary fees for imports and exports; upgrading the capacity for VAECO; selecting long-term outsourcing service providers for favorable prices; making the best use of commercial terms from manufacturers and service providers. Reducing food and beverage costs. Optimizing in-flight catering, cutting down on meals and drinks in short-term flights periodically; optimizing input cost of a meal: portion estimation, tools, etc. and constructing bonded beverage warehouse. Reducing selling expenses. Promoting direct sales (website, call center, and our own ticket agencies), and controlling expenses of the indirect channels (agencies, GDS). Reducing airport fees. Managing an adequate number of counters and lounges at the airports, working with the authorities on service fees and discounts. Reducing administration expenses. Adopting an economic-technical quota system for the entire corporation and cost management (KPIs) for each group of functional departments.

PART VI. THE OFFERING

RISK FACTORS

Prior to making an investment decision, you should carefully consider, along with the other matters set forth herein, the risks and investment considerations set forth below. The risks and investment considerations set forth below may in the future have a material adverse effect on the Group or the Shares. Other uncertain risks and considerations that Vietnam Airlines is not acknowledged or does not find important may adversely affect investments in the Shares.

Political risks The conflict in the Eastern Sea between China and Southeast Asian countries led to regional instability, adversely affecting Vietnam – China relations when in fact China is among VNA’s key markets. Volatility in social and political conditions may interrupt, limit or otherwise affect the airlines’operations as these negatively affect passengers’ travelling decisions, require stricter security procedures, increase cost and reduce efficiency eventually. The spike in oil price caused by political instability directly reduces the aviation industry’s profits, including Vietnam Airlines.

Economic risks The airline industry continued to experience a decline in traffic due to the global economic downturn. For 2014, the economy in Vietnam is forecasted to continue facing the following difficulties, naming:  Slow and uncertain economic growth rate  High inflation rate, currency depreciations and unstable interest rates The airline industry is highly sensitive to local, regional and international economic conditions. Our business, financial condition and results of operations are subject to changing economic conditions and other factors beyond our control, including:  Higher levels of unemployment and lower GDP, leading to increased preference for low- fare means of transportation or low cost carriers (LCCs)  Low average income negatively impacts consumer spending on air travel, which causes a material adverse effect on our business improvement plan  Unstable and increasing oil price makes it hard for us to accurately forecast future profits in the business plans.

Legal risks Legislation and regulations Our operations are governed by legislation an regulations of the Socialist Republic of Vietnam, including the Business law, the Tax policies, etc and the Securities law after successful IPO. Since Vietnam’s legal system is incomplete, our businesses are subject to changes in legislation and regulations, which may cause unfavorable results. With respect to our international flights, we are also regulated by the laws and regulations of other countries, as well as bilateral and multilateral treaties. In some cases, fares and flight schedules have to be approved by the Governments concerned.

On environmental regulations, the European Union Emission Trading Scheme has been halted, however it will increase our operating costs once applied. Risk relating to the Court’s verdict in Lawyer Liberati’s case The Court of First Instance of Rome (Italy) reviewed the lawsuit from 1994 to 2000 which was filed by Mr. Maurizio Liberati (a lawyer in Italy) against Falcomar.Ltd (our ticket agent in Italy – stopped operation during the trial court) and Vietnam Airlines. The lawsuit related to the payment for the work performed by Mr. Liberati for Falcomar.Ltd . On 07 March 2000, The Court of First Instance of Rome issued Verdict No. 8395/2000 ruling Vietnam Airlines liable to pay a compensation of 4,851,891,000 Lia (excluding tax) and related legal fees to Mr Liberati. Since 2004, Vietnam Airlines has cooperated with Vietnamese relevant authorities and lawyers in France and Italy to follow the lawsuit. We sent appeal, requesting the cancellation of Verdict No. 8395/2000 in Italy’s competent courts and at the same time defended against Liberati’s ongoing lawsuits in Italy and France. Total amount transferred and frozen was 5,468,287 EUR, equivalent to 155.9 billion VND (recorded as long term deposit accounts in Vietnam Airlines’ balance sheet as of 31st December 2013). No provisions related to this litigation have been reflected in the consolidated financial statements since The handling of the amount will be based on the relevant court’s judgement. In the audited financial statements, Deloitte Co., Ltd - Vietnam states its opinion on exceptions and possible impact to our finance owing to the fact that “the necessity for data adjustment cannot be determined”.

Competition risk Since the development of the airlines industry and the openning of the economy, the Government of Vietnam and among others have been reducing the barriers which were meant to protect local and state-owned businesses We face significant competition, both domestically and internationally, with respect to routes, services and fares. By allowing foreign investors to own up to 49% of an airlines’ equity and encouraging private airlines’ establishment, the competition in the airline industry in Vietnam is highly increased. The trend of airline alliance and the entrance of LCCs significantly add to the competitive pressure within the low-budget market, reducing other airlines’ market shares, including ours. In the ASEAN market, the competition highly comes from the “Open skies” agreement and the joint ventures between regional LCCs and Vietnam’s domestic airlines. In addition to our traditional gateway competition (from Thai Airways, Singapore Airlines, Cathay Pacific), Middle Eastern airlines such as Emirates, Qatar, Ethiad accelerate route expansion to Vietnam, accounting for a growing share of the distribution market traveling between Europe and Vietnam. These airlines’ high frequency, better service quality and reasonable prices will increase the competitive pressure on Vietnam Airlines in the European market.

Specific risks Risks we are facing originating from the airline industry’s specific charateristics, as follows:  Scarcity of qualified personnel for pilots and technical engineers in particular;  Poor airport infrastructure, leading to parking limitation;  Limiting state policies regarding obtaining requested slots at major domestic and international airports High-speed trains, meanwhile and other alternatives like video-conferencing further intensify competition for our airlines.

Our results of operations are significantly impacted by changes in the availability and price of aircraft fuel (jet kerosene) since fuel costs constitute a large percentage in our operating expense. We have taken various hedging measures, including derivatives instruments to diversify the cost.

Risk related to the Offering Since the Intial Public Offering is not underwritten, the total volume of shares registered might be lower than the total volume of shares offered. Regarding to dealing with unsold shares, pursuant to Article 40 of Decree 59/2011/NĐ-CP dated 18th July 2011 on conversion of enterprises with 100% state owned capital into shareholding companies, “The Steering Committee for Equitization shall be entitled to further offer publicly the number of unsold shares for sale to investors who participated in the auction, by the method of direct agreement.Where [shares] are still not fully sold after being offered publicly for sale by the method of [direct] agreement, the Steering Committee for Equitization shall report the matter to the body authorized to make the decision on the equitization plan for adjustment of the charter capital structure for conversion of the enterprise with 100% State owned capital into a shareholding company before holding the initial general meeting of shareholders. The Steering Committee for Equitization and the representative of the State owned capital portion in the equitized company shall supplement the draft charter [and submit it] for passing by the initial general meeting of shareholders with [an article giving] the right to further sell the State owned capital portion in the shareholding company after its official operation pursuant to the Law on Enterprises, in accordance with the amended equitization plan approved by the authorized body.” The risk related to the offering, if happens, will deviate our actual share capital structure from the expected structure and reduce the share capital surplus, partly affecting our post - equitization business plan.

Other risks Risk related to the exception opinion in our Consolidated Financial Statement for the year ended 2013 due to property loss caused by natural disasters at Lien Chieu Storage (Da Nang) and relevant litigation Vietnam Air Petrol Company Limited (VINAPCO) is a subsidiary where we invested 100% of its share capital. On 16 October 2008, Lien Chieu jet fuel storage in Da Nang City of Middle Region Air Petrol Enterprises (VINAPCO’s wholly-owned subsidiary) was eroded. VINAPCO submitted a petition against Petroleum Insurance JSC – PJICO (today known as Petrolimex Insurance Corporation – PJICO) to the Economy Court – the People’s Court of Hanoi, requesting PJICO to compensate for the damages and remedial costs at the Lien Chieu storage. After proceedings at relevant court levels, the case remains unsettled. The Court of Appeal – The Supreme People Court in Hanoi issued Notice No. 1513/TBTL-VA on “acceptance for appellate jurisdiction” responding to PJICO’s appeal against the 2nd Instance Judgement No. 05/2014/KDTM- ST. For the time being the Court is considering the lawsuit settlement in accordance with the law. When the verdict is announced, VINAPCO will perform financially- related work that might affect Vietnam Airlines’ state capital value and stock price. Currently, VINAPCO’s inventory loss due to the erosion at Lien Chieu Storage is recorded as “Other receivables”, equivalent to 8.6 billion VND in the Balance Sheet as of 31 December 2013 and no liabilities with respect to Military Petroleum Corporation have been reflected. The auditor’s opinion by Deloitte Co., Ltd – Vietnam stated that “the necessity for adjustment in VINAPCO’s receivables and liabilities related to the litigation cannot be determined”. Risks related to transferring Aviation High Grade Plastic JSC (APLACO)’s state capital at the time of converting from a state-owned enterprise to a joint stockk company We currently hold 30.41% of Aviation High Grade Plastic JSC (APLACO)’s equity stake. The enterprise was equitised in 2006.

In 2011, we transferred Aviation High Grade Plastic Company’s assets, capital and employees to Aviation High Grade Plastic Joint Stock Company’s, with the state-owned capital equivalent to 17,787,801,179 VND as stated in the Record of Delivery. Representatives of the parties have signed the Record of Delivery, however, former Director of Aviation High Grade Plastic, Chairman, Managing Director and Chief Account of Aviation High Grade Plastic JSC agreed only with the value of the state-owned capital as at the time of conversion from Aviation High Grade Plastic Company into a joint stock company which was worth 14,977,114,195 VND ( 2,810,686,984 VND less than the value of the state-owned capital as at the time of official conversion to a joint stock company of Aviation High Grade Plastic Company which had been concluded by Vietnam Airlines under the authorization of Ministry of Transportation). Currently, as a representative of the state-owned capital at Aviation High Grade Plastic JSC, we have been putting our best efforts in solving the issue mentioned above. Under the guidance of the Ministry of Transportation, we have been further processing to complete the procedures of handing over the state-owned capital to Aviation High Grade Plastic JSC as regulated and divesting from the joint stock company under Decision No. 172/QĐ-TTg dated January 16, 2013 of the Prime Minister on approval of “Restructuring Vietnam Airlines for the period 2012 – 2015” project. Solving the issue mentioned above may result in an adverse effect to our operation. Other risks Irregular risks such as earthquakes, typhoons, war and disease outbreaks will harm our business and operation significantly. These risks are extraordinary and rarely happen but they cause severe impacts, prevent operations and even the termination of the airlines. The risks mentioned above do not fully list or explain all the risks related to the investments in the Shares

THE OFFERING AND PAYMENT METHOD

The offering Public auction Number of shares being auctioned 49,009,008 shares Par value ...... 10,000 VND/share Type ...... Ordinary share Initial price ...... 22,300 VND/share Bidding price limit ...... One price level/investor Minimum bid increment ...... 100 VND Participants ...... Retail and institutional, foreign and domestic investors as prescribed by the law Registered volume ...... A minimum of 100 shares/investor, no maximum limit Auctioneer ...... Ho Chi Minh Security Exchange For details of the auctioning regulations, please see “Auction Regulation”. Employees Purchase at preferential rates Pursuant to Paragraph 1 Article 48 Decree No. 59,employees named in the Parent company’s list of regular employees – Vietnam Airlines (as of May 14th 2014 – the equity valuation announcement) can purchase shares at preferential rates. Upon approval of the Prime Minister at Decision No.1611/QD-TTg dated September 10th 2014, employees who can purchase shares at preferential rates by working years in the public sectors have been expanded to include: 25 permanent staff who represent several organizations working in Vietnam Airlines, 22 staff who manage Vietnam Airlines’ capital at other companies. Purchase by incentives Subject to years of working experience in the Public sector. Pursuant to Paragraph 1 Article 48 of Decree 59/2011/NĐ-CP dated 18 July 2011 of the Government on conversion of enterprises with 100% state owned capital into shareholding companies, reference for the share price is: “Employees on the list of regular employees of the enterprise as at the time of announcement of the value of the equitizing enterprise shall be entitled to purchase a maximum one hundred (100) shares for each year of actual employment in the State sector with a selling price equal to sixty (60) per cent of the lowest successful auction price (if the public auction is held first) or sixty (60) per cent of the lowest successful sale price to strategic investors (if a sale to strategic investors is held first)”.

In our case:  Total number of Vietnamese employees in the list of employees as at the time of announcement of the equitizing enterprise value (14th May 2014) of the Parent company – Vietnam Airlines: 10,180 employees.  Total number of Vietnamese employees entitled to purchase shares at preferential rates subject to years of working experience: 9,757 employees (including additional 47 employees approved for preferential rates); 423 employees ineligible whose working experience in the Public sector is below 01 year.  Total years of Vietnamese employees in the Public sector corresponding to the number of employees registered for the preferential rates: 113,206 years (including the shares registered by additional 47 employees approved for preferential rates);

 Total number of shares registered for preferential rates subject to years of working experience in the Public sector by 9,757 employees: 11.320.600 shares, accounting for 0,803% our share capital. (List of employees entitled for preferential shares by years of working experience in the Public sector is attached to the approved Equitization Plan) Purchase subject to future commitment with our company Employees who are in our list of regular employees as at the time of announcement of the value of the equitizing enterprise and commit to work for Vietnam Airlines for a period of at least 03 years (from the date Vietnam Airlines is granted the Certificate of Business Registration) will be entitled for additional preferential shares at the rate of 200 shares/01 committed year in Vietnam Airlines, not exceeding 2,000 shares. Employees who are experts and highly qualified, working in subsidiaries will be entitled for additional 500 shares/01 commited year, not exceeding 5,000 shares/employee. Price offered for the mentioned cases is equal to the lowest successful auction price at Vietnam Airlines’ public auction. Our criteria to identify eligible experts and highly qualified employees is as follows:  Specialists and team leaders (or above) who are working in Vietnam Airlines’ departments and subsidiaries  C-grade or above flight attendants and pilots;  Managers at our branches and representative offices abroad;  Shift leaders or above at Vietnam Airlines’ dependent units Total number of additional shares registered subject to future commitment with our company: 9,474,500 shares, accounting for 0.672% of our share capital. List of employees registering for additional shares is attached to the approved Equitization Plan. Offering to employees Number of shares Share par value As a percentage of (shares) (billion VND) total share Capital Subject to years of working experience in the Public sector ...... 11,320,600 113.2 0.803% Subject to future commitment with our company ...... 9,474,500 94.74 0.672% Total ...... 20,795,100 207.95 1.475% Trade Unions Pursuant to Point c Section 2 Article 36 of Decree 59/2011/NĐ-CP dated 18 July 2011 of the Government,  The trade union at the enterprise undergoing equitization shall be permitted to use funds of the trade union at the enterprise (as defined in article 16.2 of the Law on Trade Unions; but not by raising or borrowing capital) to purchase shares but not in excess of three (3) per cent of charter capital.  These shares shall be held by the trade union and shall not be transferable.  The selling price of shares to the trade union of the enterprise shall be equal to sixty (60) per cent of the lowest successful auction price As at the time of announcement of the value of the equitizing enterprise, our Trade Union registered to purchase 705,092 shares, accounting for 0.05% of our share capital.

Strategic investors Potential investor Foreign Strategic Partners are foreign airlines and/or Foreign Financial Investors who satify our approved criteria. Pursuant to Decision No. 1611/QĐ-TTg dated 10 September 2014 and The approval of The Parent company – Vietnam Airlines’ equitization plan, the Prime Minister authorizes the Ministry of Transportation to determine the criteria and select strategic investors, ensuring compliance with the provisions in Decree 59/2011/NĐ-CP dated 18 July 2011 of the Government on conversion of enterprises with 100% state owned capital into shareholding companies and related regulations. The offering to strategic investors will be governed by the Minister of Transportation. Criteria for strategic investors stated in the approved Equitization plan is the most basic and general. We will add and finalize the detailed criteria for the Minister’s approval after market survey and information disclosure. The criteria includes: General criteria. Financial capacity satisfies our minimum requirement; no investment in any other airlines in Vietnam except for our subsidiaries and associates; investment commitment with us for a period of at last 05 years; Specific criteria. (i) Foreign Strategic Investor: flight network, brand, products and services, administration, airline technology, training, cooperation scope, etc. (ii) Foreign Financial Investor: financial capacity, investment experience in airline industry, co-operation scope. Offering Volume Total volume offered to strategic investors is 282,036,800 shares, equivalent to 20% of our initial share capital.

Offering timeline Pursuant to Decision No.3584/QĐ-TTg dated 24 September 2014 of Minister of Transportation on approving the selection process for strategic investors, Vietnam Airlines will deploy the offering in accordance with the process advised by Morgan Stanley & Citigroup – our Advisors. The details are set out below: Scope of work Expected date The Equitization plan approved 10/09/2014 Teaser and Non-Disclosure Agreement (NDA) sent to potential strategic investors. 30/09/2014 Received Letters of Interest (LOI) from investors Send our Information Memorandum and Process Letter to potential strategic investors after NDA and LOI. 27/10/2014 Request Indicative Proposals from potential investors (Round I) Collect Indicative Proposals 17/11/2014 Develop and submit the detailed strategic investor selection criteria 24/11/2014 Select potential investors for Round II 08/12/2014 Open Data room system for Round II selected investors 08/12/2014 BOD’s presentation; 15/12/2014 Roadshow Collect Final Binding Bids together with related contracts (reviewed by the strategic investors – SPA/TSA markup) after due diligence over Data room; 17/01/2015 Presentation by Vietnam Airlines’ BOD; Fieldwork; etc. Select the most potential strategic investor; 16/02/2015 Negotiation and signing the contract between the 02 parties Disclose information; Transaction complete 09/03/2015

The above timeline is subject to the market conditions and the level of interest of potential investors. Adjustments may be done if required. We will assess and rank interested investors based on the Final Binding Bids received, bidding prices and auction participants. The investors will be categorized in 02 groups as follows: (1) foreign airlines and/or (2) foreign financial investors. Our priority is group (1) Foreign Airlines. If the negotiations do not succeed, we will move on to group (2) Foreign Financial Investors. We will launch the offering to strategic investors in parallel with the domestic IPO. The selection results will be continuously updated via our website and at roadshows (scheduled from 28 to 30 October 2014) until the auction.  Price offering to strategic investors: determined in accordance with Vietnam’s regulations  Duration: 06 months since the Teasers are sent to potential investors.

Payment and payment due  Through bidding: subject to the Auction’s Terms and Regulations issued by Ho Chi Minh Stock Exchange.  Employees: after successful public auction.  Strategic investors: subject to the Offering Process advised by Morgan Stanly & Citigroup.

USE OF PROCEEDS

The proceeds to the Company arising from the equitization will be calculated based on the following basis:  The initial share capital plan approved by the Prime Minister  The successful lowest bidding price is equal to the initial bidding price, assuming that the offering price is equal to the initial price proposed (22,300 VND/share)  All shares offered are sold. The final data will be based on actual offering results. Value (billion VND) Share capital after equitization ...... (a) 14.101,84 State capital after equitization ...... (b) 10.576,38 Proceeds from equitization ...... (c) 7.754,50 Proceeds from employees’ share purchase ...... 362,75 Subject to years of working experience in the public sector ...... 151,47 Subject to future commitment with our company ...... 211,28 Trade Unions ...... 9,43 Strategic investors ...... 6.289,42 Public auction ...... 1.092,90 Par value of shares sold to employees, Trade Unions, (d) strategic investors and public auction ...... 3.525,46 Par value of additional issuance ...... (e)=(a)-(b) 3.525,46 Equitization cost ...... (f) 57,02 Statutory redundancy package and entitlement ...... (g) - Capital surplus in proportion to the rate of additional (h)=[(c)-(d)-(f)-(g)* issuance to share capital...... [(e)/(a)] 1.043,00 Remaining capital surplus ...... (c)-(e)-(f)-(g)-(h) 3.129,02 Pursuant to Decision No. 1611/QĐ-TTg dated 10 September 2014 by the Prime Minister on approving the Parent company – Vietnam Airlines’ equitization plan, Ministry of Finance is assigned to guide Vietnam Airlines JSC on the use of proceeds to increase state-owned capital at Vietnam Airlines JSC once the share capital is raised. We will manage and use the proceeds from the equitization as regulated.

LISTING

After the IPO, we will have to prepare our portfolio to complete the listing requirement prescribed at HOSE or HNX. We expect a detailed plan and timeline to deploy the procedure. We expect to list our shares at a domestic exchange right after we meet all the listing requirements and receive the competent authority’s approval as prescribed.

PART VI. CONCLUSION

The Prospectus is provided to you, the prospective investors, with a view in helping you in evaluate the assets, capital, financial performance, operating results and business outlook of Vietnam Airlines Corporation before you decide to make a purchase decision. The Prospectus is made on the basis of our approved equitization plan and all information and data are as required to ensure publicity, fairness and to protect your legitimate interests. The assessment, information selection and wording in this Prospectus are implemented reasonably and prudently based upon our data and information offered. We recommend you to study carefully this Prospectus before deciding to participate in the auction of our common stocks. Hanoi, 26 September, 2014 THE RESPONSIBLESFOR THE INFORMATION PROVIDED IN THIS PROSPECTUS

Representative of the Steering Committee Representative of the Equitized Enterprise Head of the Steering Committee President and CEO

PART VIII. APPENDICES

APPENDIX 1: OPERATING PERFORMANCE OF OUR SUBSIDIARIES

Vietnam Air Petrol Company Limited (VINAPCO) Vietnam Air Petrol Company Limited, formerly known as Vietnam Air Petrol Company (VINAPCO), was established on the basis of the organizational transformation of three enterprises: Noi Bai Petrol Enterprise, Da Nang Petrol Enterprise and Tan Son Nhat Petrol Enterprise. The company’ s Chartered Capital is currently 400 billion VND. Vietnam Air Petrol Company Limited has been one of the two companies that supply aviation fuel Jet-A1 in Vietnam, accounting for over 90% of market share. The company is the sole supplier of jet fuel for the demand of all Vietnam domestic airports. The Company’sis the key aviation fuel supplier for the four domestic carriers – Vietnam Airlines, Vietnam Air Services Company (VASCO), Jetstar Pacific Airlines (JPA), VietJet Air and over 30 international airlines. In addition to direct contracts with these carriers, VINAPCO also contracts with international sale agents for additional revenue opportunity. . During 2008 - 2013, VINAPCO’s business performances saw sustainable growth, reached and surpassed its annual targets. Despite high oil price level in the fiscal year 2013, low level of volatality creates a stable operating environment for VINAPCO with revenue growth rate exceeding 2.5% and Net income hitting 67 billion VND. The following table illustrates selected financial data of VINAPCO for years ended December 31, in the period 2008 – 2013.

In billion VND, except percentages Year ended December 31, 2008 2009 2010 2011 2012 2013 Outputs 587,517 615,000 801,244 996,003 1,095,122 Net sales 10,548 7,618 12,736 21,971 25,664 26,311 Profit before taxes 113 165 81 12 83 91 Net income 80 124 61 8 61 67 Total Assets 1,182 2,075 3,686 6,751 7,421 8,372 Total Equity 296 382 427 412 459 523 Chartered Capital14 400 400 400 400 ROA 9.56% 7.95% 2.20% 0.18% 1.12% 1.09% ROE 38.18% 43.19% 18.97% 2.91% 18.08% 12.8% Income tax expense 867.3 1,126.2 1,412.9 898.6 1,912.5 2.162,6

Source: VINAPCO

14 Vinapco Chartered Capital has not been readjusted since its re-registration as a Sole Member Limited Liability Company in 2010 until now, resulting in a Chartered Capital of 400 billion VND in 2012 and 2013. In 2008 and 2009, before the re-registration, the company’s Chartered Capital was not 400 billion VND.

Vietnam Airlines Engineering Company Limited (VAECO) Vietnam Airlines Engineering Company Ltd (VAECO) was established upon thereorganization of A75, A76 repair facilities, the Technical Department of the Central Region office and the Boards of Advisors for aircraft technical maintenance of Vietnam Airlines. The company’s headquarter is located at Noi Bai International Airport, Hanoi. VAECO is our wholly-owned subsidiary with a Chartered Capital of 1,059.10 billion VND. The company provides technical maintenance services for aircraft, engines and equipments of ours and other airlines. The company is VAR-14515 certified in 2009 and FAR-14516 certified in 2011. The Company is a leading aircraft maintenanceservice provider in Vietnam with over 2.500 employees, 2 branches, 7 maintenance centers having access to components and accessories in major cities of Vietnam and a training center. The Company is fully capable of performing major or minor aircraft maintenance check for B777, A330, A321, A320, ATR72, and F70 with its team of experts. The company also perform pre-flight and after-flight checkup, as well as aircraft equipments repairs. During 2009 – 2012, VAECO’s operation thrived as net sales increased over the years. Profit before taxes, which rose from 18.34 billion VND in 2009 to 93.97 billion VND in 2011, was 5 time higher than that when the Company started its operation. Particularly in 2012, the net earning was 57.05 billion VND due to Vietnam Airlines’ introduction of the new irbus A350 and Boeing B787 into its fleet. operation, which increased operating expenses. Profits in 2012 after ruling out the extraordinary factor was 98.07 billion VND, a 4.4% increase compared to profits in 2011. The company strictly followed ISO 9001:2008 quality control system to ensure a high-quality and prestigious technical services. In 2013, under our capital contribution, the Company received and put into operation workshop systems Hangar 1 and 2 to repair wide-body aircraft A75, A76, which raised its Total Assets and Share Capital considerably (over 82% and 40% respectively). The business performance in 2013 was relatively good thanks to revenue breakout (reaching 19% growth) which outstripped the average growth rate in the period 2010 – 2012 (6.1%). Net profit was 73 billion VND, doubling compared to that in 2012. Obviously, 2013 was a transitional year of VAECO’s new operation phase: bigger in size and higher in growth. The table below sets forth selected financial data of VAECO for the indicated fiscal period from 2008 – 2013 In billion VND, except percentages Year ended December 31, 2009 2010 2011 2012 2013 Net sales 689.34 1,031.78 1,133.58 1,161.06 1,381.24 Profit before tax 18.34 63.67 93.97 57.05 88.53 Net profit 13.75 47.74 70.47 35.87 72.83 Total Assets 930.11 1,012,46 1,069.68 1,044.88 1,902.22 Total Equity 733.39 805.66 801.22 790.00 1,109.5 Share Capital 420 420 420 420 1,062.81 ROA 1.6% 4.9% 6.8% 3.4% 3.8% ROE 2.4% 6.2% 8.8% 4.5% 6.6% Source: VAECO

15 Aircraft maintenance certificate from The Civil Aviation Administration of Vietnam (CAAV) 16 Aircraft maintenance certificate of The Federal Aviation Administration (FAA)

Abacus Global Distribution Systems (Vietnam) Limited. Abacus Distribution Systems (Vietnam) Limited is our joint-venture with Abacus International Pte., Ltd (Singapore), formerly known as Abacus Distribution Systems (Vietnam) Company which was founded in 1995. The Company’s Chartered Capital is 180.000 USD, in which we contributes 90% and Abacus International Pte, contributes the other 10%. Ltd. The Company has headquarter located in Ha Noi and branch in Ho Chi Minh City, staffed with 50 industry experts. The Company’s core business is marketing and distribution. The automatic function of Abacus systems, which is provided by Partner Abacus International Pte Ltd based on Redistribution Contracts includes, but not limited to, providing suitable equipments for reservation/ticket issuance, aviation transport documents; other services related to non-aviation travel, and useful products for subscribers like travel agents, air ticket agents in Vietnam through a network of terminals and printers. It also offers on-site assistance services including but not limited to installation, repair, maintenance, staff training and technical aids for air ticket agents in Vietnam. Since its foundation, by dint of professional competence and accumulated experience, the Company has proven its leading position in specialized fields with services’ quality assured and improved continuously. The success of Abacus Vietnam along with member companies in the system has been recognized by international awards: “Travel Hall of Fame” prize of TTG Asia Organization in 14 consecutive years, “Best New Technology” prize of Travel Weekly China’s 2013 Travel & Meeting... . Since mid-2010, the Company’s business performance has encountered with difficulties because we switched to Sabre system so the ticket booking output plummeted, meaning that its revenue was also narrowed. However, thanks to continuous efforts, its performance is still effective with very high Return on Equity. In the global economic crisis context, an increasingly fierce competition between GDS suppliers is a huge challenge to the Company, especially pressures from market share. The conflict between demand for maintaining or increasing marketing/ promotion to compete and demand for cutting down on expenses requires the Company to adjust their business strategy. In fact, Abacus Vietnam has made some adjustments to raise operating efficiency, service quality and save expenses with a view to ensuring revenue and profit target growth. The aviation market in 2013 has showed signs of recovery, accompanied with the shifting trend into indirect sale channel through Airlines’ agent systems in Vietnam by BSP tool, which has facilitated GDS market. Carriages’ continuously applying new promotion programs, opening new routes benefits agent network and GDS market. However, along with opportunities, the biggest challenge for the current GDS market is fierce competition pressure, especially the shifting trend to sale agents of Airlines. Basically, outputs and revenue of the Company have relatively good growth compared to the plan but the growth level is still lower than the market’s average. The table below sets forth selected financial data of Abacus for the indicated fiscal period from 2008 to 2013: In million VND, except percentages Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sales 27,074 39,207 36,147 25,405 27,848 28,743 Profit before taxes 6,016 11,104 8,616 2,206 1,043 3,234 Net income 4,512 8,928 6,671 1,446 841 2,902 Total Assets 15,869 27,613 26,947 20,271 17,757 17,696 Total Equity 6,587 10,437 8,622 4,446 3,063 5,019 Share Capital 1,988 1,988 1,988 1,988 1,988 1,988 ROA 28% 32% 25% 7% 5% 16% ROE 68% 86% 77% 33% 27% 58% Source: Abacus

Cambodia Angkor Air The Cambodia National Airlines - K6 is headquartered at 206 A Preah Norodom Blvd, Phnom Penh, Cambodia. It was established in July 2009 under the ordinance No. 106 SE dated 27/07/2009 by the Prime Minister of Cambodia HunSen on the basis of the joint venture Contract on 26/07/2009 between Vietnam Airlines, the Royal Government of Cambodia and Cambodian investors. Its Chartered capital amounts to 100 million USD in which we contributed 49%. The company mainly operates in air transportation including passengers and baggage, cargo, parcels operations in Cambodian domestic and international flights between Cambodia and other countries in region. At present, K6 offers 3 domestic routes and 7 international routes to Vietnam, Thailand, China. K6’s market share is increasing over the years, in which the market share of domestic air transportation reaches 100% and that of international air transportation from/to Cambodia is 11%. As a start-up airline, K6 has the fleet with average age of 3 years. During the period 2009-2012, K6 always attained high revenue growth. With the purpose to be a leading Airline in Cambodia and to be a prestigious Airline in region, K6 continues to expand in production scale, open new domestic and international routes, as well as concentrate on improving service quality, security and safety. The Airline’s operating result in 2013 was ineffective with the loss of 6.7 million USD. Although revenue grew over 70% since the passenger volume in 2013 amounted to 665,875 passengers which was 86% higher over the prior year. However, because the load factor reduced by 16.72 points to 51.75% and RPK ratio (revenue per passenger km) increased 2.5 times, reaching 293,902; plus the Company not only stopped the REP-ICN route from October 2013 but also was unable to hire ATR72 planes to serve its business, revenue was only 76% compared to target plan, leading to the loss of 6.7 million USD. 2013 was the early operating phase of Cambodia Angkor Air’s routes to Shanghai, Guangzhou and Bangkok. This leads to a reduced load factor, while political unrest in Thailand also affected the company’s revenue potential. The Royal Government of Cambodia was also leased a separate charter flight from China, this leads to lowered air charter revenue, 76% of revenue target, leading to a loss of 6.7 million USD. The following table illustrates some main indicators with respect to business performance of Cambodia Angkor Air during the period 2009 – 2013.

In USD, except percentages Year ended December 31, 2009 2010 2011 2012 2013 Net Sales 7,892,666 30,504,743 33,231,752 40,140,634 69,359,677 Profit before taxes 178,086 309,852 20,524 419,886 (6,713,363) Net income 178,086 309,852 20,524 419,886 (6,713,363) Total Assets 10,341,692 19,134,933 22,961,871 66,789,920 85,125,819 Total Equity 7,678,087 15,474,404 15,494,928 54,914,814 68,333,054 Share Capital 15,000,000 15,000,000 100,000,000 100,000,000 75,000,000 ROA 1.72% 1.61% 0.09% 0.63% N/A ROE 2.32% 2.00% 0.13% 0.76% N/A Source: Cambodia Angkor Air

Jetstar Pacific Airlines Joint Stock Company (JPA) Jetstar Pacific Airlines JSC (JPA), formerly known as Pacific Airlines, was established in 1992 to provide carriage services for passengers and cargo in domestic and international flights. JPA is the first low-cost airline in Vietnam with slogan “All day everyday low fares, everyone can fly”, which aims at fulfilling the flying dream of different customer classes. On February 21st,2012, we were transferred the government shares in JPA with the holding rate of 67.83% of Share Capital and Qantas Airways Limited – a strategic shareholder held 30% of Share Capital. The operation of JPA was in state of loss from 2008 to 2012. However, the operating losses of the Company showed downward trend and Return on Assets (ROA) increased gradually during the period 2009-2012 (from -87% to -67%), which indicated some positive signs. In the period 2008-2009, JPA’s losses were mainly derived from fuel-hedging investments and penalty costs due to cancellation of aircraft leases signed in 2008 From 2010 to 2011, although there was no impact from fuel-hedging costs and pelnaty costs from charter flight contract cancellations, impacts from global economic recessions, the rising fuel costs and high technical expenses for B737 fleet (over 15 years old) attributed to JPA’s operating losses in 2011 which were larger than in 2010. Under these circumstances on January 16th, 2012; based on Decision No.94/QD-TTG, government decreed the transfer of State-owned capital at JPA from SCIC to Vietnam Airlines. The transfer of representative right of State-owned capital and the JPA initial restructuring plan made an obvious improvement in JPA financial status. Operating losses declined considerably from (loss) 437 billion VND in 2011 to (loss) 213 billion VND, equivalent to a 51% decrease. In 2012, JPA renewed the fleet from old B733 aircraft to A320 in order to exploit more effectively, which required JPA to pay in advance 190 billion VND. In 2013, JPA’s total revenues grew nearly 3%, in which revenue from passengers rose 16.2 billion VND over the prior year owing to an increase in carriage capacity (increasing 13.4% of seat capacity). However, some targets were unfulfilled such as the delay in aircraft leasing negatively affected revenue, the average ticket price dropped 4.5% compared to plan due to stiff competition on domestic market. In the flying exploitation process, flying exploitation costs/flying hours and technical expenses were 17% and 7.8% lower than in 2012, respectively because JPA accomplished the fleet conversion program into A320, thereby reduced production costs and Net losses compared to Net losses in previous years ( Net losses were 274 billion, less than the JPA’s average losses during the period 2008 – 2012). The table below sets forth certain JPA’s financial and operating metrics for years ended December 31 in the period 2008 - 2013

In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Flights 10,376 12,566 12,788 13,566 11,393 12,511 Block hours 18,015 22,386 22,412 24,241 20,660 22,222 Load factor 82% 88% 91% 91% 91% 90% Transported passengers (Thousand) 1,419 1,878 1,954 2,115 1,798 2,012 Supplied seats (Thousand) 1,748 2,134 2,182 2,326 1,986 2,253 Transferred passengers (Million-km) 1,314 1,773 1,836 1,984 1,731 1,876 ASKs (m) (million-km) 1,598 2,015 2,028 2,176 1,910 2,090 Transported cargo (ton) 10,869 12,862 12,589 9,892 9,003 9,017 Net sales 1,508 1,775 2,077 2,588 2,581 2,656 Net operating profit (394) (204) (203) (437) (213) (293) Costs for aircraft N/a (105) N/A N/A (190) N/A Fuel-hedging (153) (390) N/A N/A N/A N/A

In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net income (547) (699) (203) (437) (404) (274) Total Assets 648 802 685 631 600 746 Total equity (122) 25 (180) (608) (463) (736) Share Capital 648 1,317 1,317 1,317 1,867 1,867 Source: JPA

VINAKO Forwarding Company Limited VINAKO Forwarding Company Ltd was founded upon the license No.1730/GP by the Ministry of Planning and Investment, dated November 9th, 1996. The Company has more than 17 years experiencing in the field of air/sea freight forwarding services, trucking services and warehousing services. The company’s main customers are Japanese companies demanding for goods export/import. The main market is Vietnam – Japan freight market. VINAKO’s services are valued in high quality in comparison to other companies in the same field. The Company has a branch in Hanoi in charge of Northern market and 3 transaction offices in Bien Hoa industrial park and Vietnam – Singapore industrial park I, II with about 70 staff. VINAKO’s business in 2013 had many advantages when the growth rate was 11%, and Net profit reached 14.6 billion VND – increasing nearly 20% over a year. Basically in the period 2008 – 2013, the Company had positive operating result with ROE being approximately 50%, which was higher in comparison to other freight forwarding companies in Vietnam. Financial statements and material data about financial status and operating results of VINAKO from 2008 to 2013 are shown in the table below: In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sales 91.9 60.3 88.3 136.4 91.6 101.6 Profit before taxes 9.1 9.2 11.5 22.9 14.8 17.4 Net income 7.7 7.6 9.0 18.0 12.2 14.6 Total Assets 20.5 22.8 25.9 34.7 27.9 31.5 Total equity 17.4 18.6 19.9 28.9 22.6 24.9 Share Capital 8.6 8.6 8.6 8.6 8.6 8.6 ROA 37.64% 33.10% 34.94% 51.99% 43.70% 46.3% ROE 44.23% 40.64% 45.43% 62.49% 54.01% 58.6% Source: VINAKO

Aviation Construction Joint Stock Company (AVICON) Aviation Construction JSC (AVICON) was established in 2006 on the basis of equitizing Aviation Construction Company – a wholly – owned subsidiary under our management since 1994. Currently, the Company operates in construction field consisting of: - Buildin transport constructions. - Building constructions for civil and industrial purposes, - Building infrastructure, irrigation and water-supply constructions. Building, managing, operating and trading electricity grid. The Share Capital of AVICON is 26.53 billion VND in which we are the largest shareholder that holds 64.5%. The Company is headquartered in Hanoi, including a construction dependent unit, an electricity-trading dependent unit and a Southern branch which has 5 construction dependent units. In addition, AVICON also invests 100% capital into a subsidiary that operates in same fields. From 2008 to 2011, the Company faced with many challenges. Net sales plunged from 126.13 billion VND in 2008 to 91.98 billion VND in 2011 (down 27.1%). Net income in the four-year period experienced a downward trend, hitting a low of 6.28 billion VND in 2011. During that time, this was a common situation of many construction companies and real estate companies in the context of economic difficulties. The real-estate market was frozen so real estate enterprises or civil construction enterprises had to face with some difficulties such as high interest rates, inaccessibility to funds, resulting in the cancellation of many civil construction projects to cut down on public spendings and public debts. Entering 2012, AVICON’s business showed some bright signs. Net sales were 19.8% higher than in 2011 and Net income reached 2.08 billion VND. Financial ratios like ROA, ROE were improved significantly with ROA and ROE hitting the peak of the last 5 years at 2.3% and 8.2%, respectively. In 2013, the Company’s operating performance continued to be enhanced by 8% growth in revenue and 9% growth in Net profit. But with average ROE about 8% and ROA less than 3%, the business of the Company was basically in the industry average. The following table sets forth AVICON’s key operating indicators that are derived from its consolidated financial statements in the period 2008 – 2013. In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sales 126.13 133.45 117.49 91.98 110.17 119.4 Profit before taxes 2.74 2.67 1.24 -6.27 2.08 2.27 Net income 2.39 2.08 0.91 -6.28 2.08 2.27 Total Assets 112.51 114.96 128.63 100.20 92.76 96.08 Total Equity 30.72 31.05 30.51 23.26 25.34 28.61 Share Capital 26.53 26.53 26.53 26.53 26.53 26.53 ROA 2.12% 1.81% 0.71% -6.27% 2.25% 2.36% ROE 7.78% 6.71% 2.99% -27.01% 8.22% 7.93% Earnings per share (VND) 901 786 344 -268.00 785 858

Source: AVICON’s consolidated Financial Statements

Noi Bai Catering Services Joint Stock Company (NCS) Noi Bai Catering Services JSC was set up in 2004 as a result of equitization of Noi Bai Catering Services Enterprise which was our subsidiary founded in 1993. NCS has more than 20 years of supplying air catering services and other relevant services. NCS is a public company registered in Vietnam Securities Depository with over 240 shareholders in which we and and Southern Airports Services Company Ltd are 2 large shareholders (owing 60% and 10% of Share Capital, respectively). Currently, NCS has 50 billion VND of Share Capital and 592 staff; its main market is Noi Bai Internation Airport – Hanoi with 17 customers being prestigious domestic and foreign Airlines. In 2012, NCS provided 4,636,343 meals, generating 349 billion VND in revenue and 47.38 billion VND in Net income (which were equal to 154% of output, 213% of revenue and 203% of Net profit in 2008). NCS financial ratios were maintained at a relatively high and stable level: over 5 years ( 2008 – 2012), ROE, ROA averaged 35.8% and 27.4% respectively, annual dividend payout ratio ranged from 31% to 85% of par value. In addition to positive business performance, NCS was presented with variety of titles by its customers who were large and reputable carriers such as Malaysia Airlines, Korean Air and China Airlines. Such awards were “ The Caterer with the most efficient quality-control systems of 2010”, “ The Best Air Caterer in Vietnam of 2011/ 2012” (Vietnam Airlines, the Caterer with best hygiene and Halal standard compliance of 2011/2012” (Malaysia Airlines), “ Best Caterer of 2009 – 2010” of Class B (Korean Air). NCS’s medium and long tern strategy is to become a professional Catering Company in Asean Region and achieve international quality standards. In 2013, the enterprise accomplished and outstripped production and revenue targets (up 8.6%) by virtue of new agreements with 2 clients including Finnair and Vietjet Air as well as successful negotiation with some international firms to raise the price of meals and services. To parent company, the Company made significant contributions to our business activities by plausible selling price. However, due to hardship in aviation transport market, the Company’s cost of raw materials (covering 50% of total costs) soared while negotiations with other Airlines to increase the price were challenging so its net profit deminished from 41.45 billion VND in 2012 to 31.63 billion VND in 2013. Despite that fact, ROA and ROE were still in high level and cash dividend for shareholders still reached 52%. The table below indicates the number of meals, flights and clients that NCS has served and certain operating data in the period 2008 – 2013. In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 3,002,78 3,146,46 4,282,32 4,905,12 4,634,34 5.146.60 Meals production (unit) 3 4 9 5 3 8 Flights 19,983 22,769 30,808 31,507 28,942 30.984 Client number (firm) 11 12 15 17 13 13 Net sales 165.88 179.00 258.07 339.99 349.34 379.40 Profit before taxes 23.38 29.35 54.88 58.43 47.38 39.67 Net Income 21.04 25.90 48.66 51.51 41.45 31.63 Total Assets 94.18 108.92 144.33 168.27 154.85 152.52 Equity 76.10 84.63 110.42 123.24 119.41 112.47 Share Capital 50.00 50.00 50.00 50.00 50.00 50.00 ROA (%) 22.34 23.78 33.71 30.61 26.77 20.74 ROE (%) 27.65 30.60 44.07 41.79 34.71 28.12 Earnings per share 6,328 4,209 5,181 9,734 10,303 8,291 (VND) Cash dividend (%) 31.11 39.81 72.04 84.57 70.00 52.00 Source: NCS

Vietnam Airlines Caterers Limited (VACS) Vietnam Airlines Caterers Limited, formerly known as Vietnam Air Caterer Joint Venture Company (VNCX) was our first aviation services Joint Venture with Cathay Pacific Catering Services (CPCS). The joint venture Company was launched in 1993 with Share Capital of 4,062,000 USD in which our contribution was 60% and CPCS’s contribution was 40%. From 1997, the enterprise built and put into action a modern manufactoring facility with synchronized equipments that met European standards in a 12,000 m2 area with designed capacity of 20,000 meals per day. With the advantage of being the only Catering services Company in Tan Son Nhat International Airport, the Company has engraved its brand as a prestigious Catering Services Company that attains international requirements and accommodates the needs of domestic or international Airlines from/to Tan Son Nhat. By 2012, the enterprise was catering meals for more than 30 carriers, accounting for over 95% of market share in Tan Son Nhat international Airport (currently the Company has not provided meals for International firms that have transit flights via Bangkok). In terms of business efficiency, the Company has operated profitably since its beginning as Joint venture company (1993) and maintained net profit equivalent to its Share Capital in recent years. In addition to positive contribution to our financial investment activities through annual profit distribution, the Company also supports our performances through reasonable pricing policies. The Company also contributes actively to national budget with the trophy of three consecutive years from 2010 to 2012 to be elected into TOP1000 Enterprises of Tax Contribution by General Department of Taxation. By 2013, the Joint Venture Company was officially terminated due to 20-year contract expiration. Vietnam party bought the shares of foreign partner and converted into 100% State-owned Company Limited under the our ownership. The Company has successfully transformed and continued to operate under new model since August 13nd, 2013 persuant to the new investment license of Ho Chi Minh City People’s Committee, with about 700 staff. In the period 2008 – 2013, its average ROE was 50%. Key operating indicators of VACS under a Joint Venture model from 2008 to 2013 are demonstrated in the following table. In USD, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Meal units (unit) 4,602,313 4,471,387 5,539,195 6,202,196 6,221,676 6,456,437 Flights (unit) 40,611 42,779 49,026 56,291 54,930 Net sales 17,036,923 17,049,728 19,582,706 22,534,058 23,976,226 25,674,523 Profit before 4,748,077 5,100,671 5,202,661 5,800,924 5,538,375 5,820,772 taxes Net Profit 3,520,381 3,759,974 3,877,740 4,339,199 4,155,875 4,318,458 Total Assets 9,389,513 10,157,847 10,469,983 11,049,031 10,946,687 9,729,215 Total Equity 8,022,715 8,391,644 8,402,575 8,779,385 8,624,075 7,110,199 Share Capital 4,062,000 4,062,000 4,062,000 4,062,000 4,062,000 4,062,000 ROA 37% 37% 37% 39% 38% 44% ROE 44% 45% 46% 49% 48% 61% Contribution to 2,074,853 2,310,914 2,384,205 2,670,093 2,560,011 6,456,437 VNA Source: VACS

Noi Bai Cargo Terminal Services Joint Stock Company (NCTS) Noi Bai Cargo Terminal Services JSC (NCTS) was set up in 2005 thanks to the integration of founding shareholders including Vietnam Airlines, Vietnam Sea Transport and Chartering Company (Vietfracht), Noi Bai Airport Services Joint Stock Company (NASCO) and Union of our Office Departments. Its headquarter is located at Noi Bai Internation Airport, Soc Son, Hanoi, Vietnam. NCTS has 95.85 billion VND of Share Capital and operates mainly in fields of freight forwarding

services, ground transportations, loading/unloading services for air or road transport and other services for sea/air/road cargo operation related activites Currently, NCTS is an outstanding company whose major field is air cargo handling service provison at Noi Bai International Airport. In 2012, the Company covered 94% of market share (to specify, 98% of international cargo market and 92% of domestic cargo market). NCTS’s clients consisted of 28 carriers, more than 100 forwarding companies and million of individual clients each year. NCTS’s development orientation is to become a well-recognized and professional Cargo Services Company in Vietnam Northern region. Despite the engagement against many difficulties in exploitation ground, in 2012, NCTS still maintained and enhanced quality services and other utilities for clients as well as maintained marketing policies, competitive advantages and its market position. The Company imposed a lot of cost – saving methods, expanding and diversifying value – added service strategies to increase revenue, so operating indicators are high: outputs attained 239,134 tons, equal to 104% of targeted figure; revenue was 426 billion VND and Net income which hit 175.8 billion VND was equivalent to 41% of Net sales. During the period 2008 – 2012, revenue growth averaged 24.5% per year, total assets growth averaged 20% per year and ROA, ROE were at high level of over 55%. In 2013, the Company achieved impressive business results because outputs, revenue significantly increased by 27%, 31%, respectively and Net income increased by 41% to 247.5 billion VND. The reason was in spite of depressed economy, the freight volume through Noi Bai Airport Gate grew 24%. This sharp increase mainly stemmed from Sam Sung Vietnam’s import and export demands. Major indicators’ growth rate of the Company remains over 10% per year. The table below sets forth the serving volume and main operating indicators for years ended December 31 in the period 2008 – 2013. In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Serving volume (ton) 142,672 156,092 202,545 219,387 239,123 304,327 Net sales 181.53 188.59 260.99 346.99 426.05 574.52 Profit before taxes 119.63 119.94 163.47 176.16 199.17 309.78 Net Income 107.66 106.11 145.11 155.43 175.76 247.50 Total Assets 158.79 189.29 262.86 268.11 321.29 345.27 Total Equity 137.56 162.68 240.55 226.36 266.37 286.93 Share Capital 95.85 95.85 95.85 95.85 95.85 95.85 ROA 67.80% 56.06% 55.20% 57.97% 54.70% 71.68% ROE 78% 65.23% 60.32% 68.66% 65.98% 86.26% Earnings per share (VND) 14,677 11,070 15,139 16,216 18,337 25,822 Cash dividend 93% 94% 128% 138% 160% 166% Contribution to VNA 49.14 49.66 67.64 72.92 84.54 124.7 Source: NCTS

Tan Son Nhat Cargo Services Company Limited (TCS) Tan Son Nhat Cargo Services Company Ltd (TCS) was established in 1994 and has officially operated since 1997 under a Joint Venture model. Its Share Capital is 4,500,000 USD and major field is to provide cargo managing store services for international flights at Tan Son Nhat Airport for its customers which are international airlines and forwarding agencies. TCS is a joint venture between 3 parties which include Vietnam Airlines (on behalf of Vietnam party) holding 55% of Share Capital, Southern Airport Services Company Ltd (SASCO) holding 15% of Share Capital and a foreign party (Singapore) Singapore Airport Terminal Services Ltd (SATS) holding 30% of Share Capital. From 1997 to 2011, the Company’s cargo service capacity was merely 100,000 tons, yet recently, after launching the “Export Cargo Terminal stage II” construction, the exploited capacity has been increased and attained more than 350,000 tons per year. On June 23rd, 2008, Board of Directors approved the TCS Restructuring plan which commited that by December 15th, 2014 foreign party will transfer maximum 15% of contributed capital at TCS to a new member. At present, the transfer is in progress. During the period 2008 – 2012, TCS’s assets scale remained stable around 20 million USD. A 22% revenue reduction lessened 53% of Net income in 2010 compared with 2012 while financial ratios suffered downward trend from 2008 to 2010. To specify, ROA plummeted from 59% in 2008 to 28% in 2012 and ROE in the most recent year (2012) was 55%, decreasing by 18% against ROE in 2008. The facts that domestic and regional economy was in recession, export/import demands declined sharply and many enterprises implemented a transportation cost reduction strategy attributed to the slow growth. This was a common situation with which all forwarding agencies had to face. Besides, the existence of two enterprises sharing the same business field and operating in Tan Son Nhat International Airport (Tan Son Nhat Cargo Services and Forwarding Company Ltd – TECS and Sai Gon Cargo Service Corporation – SCSC) affected TCS’s market position. Nevertheless, as a pioneer in providing cargo services at Tan Son Nhat airport, TCS could generate positive annual profit while its rivals like Sai Gon Cargo Service Corporation (SCSC) were at a loss in many consecutive years. Compared to average extent, TCS’s financial ratios were at high level since ROE was over 50% and ROA was maintained positively at 28% in 2012. In 2012, TCS dominated 75% of market. In 2013 the cargo service market at Tan Son Nhat Airport continued to undergo fierce competition, resulting in a drop in TCS’s service price and market share that declined to 70% compared with 2012. In terms of business activity, in 2013, TCS lost 2 large customers (Thai Airways and Hongkong Airlines), which decreased serving volume by 4.5%. However, the Company still managed to achieve its goals of 1.44% and 4.88% growth in revenue and outputs, respectively so the net profit decreased 9.2% in comparison to that in 2012 and reached 131.8 billion VND. The following table illustrates outputs and operating indicators for years in the period from 2008 to 2013. In USD, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 201317 Outputs (ton) 194,055.28 182,835.12 232,874.88 204,939.43 202,282.02 193,177.56 Net sales 26,643,176 23,695,142 28,049,103 22,937,758 21,794,153 440,652 Profit before taxes 18,439,073 16,079,139 17,774,859 11,459,374 8,417,454 176,600 Net income 13,613,849 11,887,216 13,087,463 8,347,476 6,057,188 131,826 Total Assets 23,044,232 22,978,241 23,319,767 17,952,689 21,411,141 389,505 Total Equity 18,575,083 16,955,350 17,985,081 13,308,930 10,930,163 225,143 Share Capital 4,500,000 4,500,000 4,500,000 4,500,000 4,500,000 93,726 ROA 59% 52% 56% 46% 28% 34% ROE 73% 70% 73% 63% 55% 59% Contribution to VNA 7,289,452 6,821,220 7,127,837 4,545,208 3,281,180 73,857

17 2013, TCS has changed accounting currency from USD to VND. Monetary indicators’ unit in 2013 is million VND

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Air Service Supply Joint Stock Company (AIRSERCO) Air Service Supply JSC was founded in January, 2007 from the equitization of Air Service Supply Company (established in 1994). The Company has Share Capital of 28 billion VND, in which we hold 53%, employees hold 12.2% and the remaining proportion is sold in public auction. From 2000 to the end of 2008, the Company’s main business lines which thrived and had large market include: production and trade of canned food, processed fruits and vegetables, soft drinks, spices such as anise, cinnamon, pepper, ginger, garlic ... and other agro – forest products, production and trade of garments, textile products and handicrafts. At that time, the Company’s main markets were Russia, Czech, Poland, Ukraine, Lithuania.... Besides, the Company exported successfully to Germany, France and Japan. In addition to the export promotion to foreign markets, the Company also paid particular attention to potential domestic market through distribution channels of wholesale agents, retail agents, supermarkets and restaurants. With investment strategies oriented to provide air services, AIRSERCO plays a central role as our garment and textile product provider. Since 2010, the Company’s revenue and profit have diminished partially due to global and domestic recession. However, the main reason for the fall in operating results is the limitation in enterprise management and administration efficiency that gives rise to doubtful debts so the Company has to increase its provision for loan losses, which negatively affects the Company’s business performance Currently, we are implementing our capital withdrawal plan at AIRSERCO pursuant to Decision 172/QD – TTG dated January 16th, 2013 of the Prime Minister. At present, the Company primarily focuses on supplying in-flight products that serve our passengers. With our support, the Company is trying to maintain job and income for employees. AIRSERCO’s key financial indicators in the period 2008 – 2013 are summarized in the following table In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sales 522.86 464.22 113.09 50.38 27.23 25.41 Profit before taxes 0.14 (10.06) 5.29 (11.28) (11.87) (0.82) LNST 0.14 (10.06) 5.29 (11.28) (11.87) 0.44 Net income Total Assets 130.14 110.30 64.83 63.66 44.73 24.18 Total Equity 28.56 18.43 23.69 12.17 0.61 1.05 Share Capital 28 28 28 28 28 28 ROA 0.11% (9.12)% 8.16% (17.72)% (26.54)% 1.8% ROE 0.49% (54.59)% 22.33% (92.68)% (1.945.9)% 41.9% Earnings per share (3,594) 1,892 (4,031) (4,242) 764 (VND) Source: AIRSERCO

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Aviation Information and Telecommunication Solution Joint Stock Company (AITS) Aviation Information and Telecommunication Solution JSC (AITS) was set up in the end of 2008 and officially operated since 2009 by founding shareholders including Vietnam Airlines, Vietnam Posts and Telecommunications Group, HIPT Group Joint Stock Company. Currently, the Enterprise’s business scope consists of : supplying value-added services onto telecommunication system and information services (apart from information prohibited by State and investigation services); making research, consultancy, designing, producing, integrating, training and transfering Information systems, E-commerce and other Technology Applications (excluding design of information network system of posts and telecommunication constructions; Production, construction, development, supply, deployment of software products and services...) AITS is currently a leading company in Civil Aviation Information Technology field of Vietnam. Although AITS came up against many difficulties in 2012, it still maintained and enhanced quality services, ensured stable income for employees. The Enterprise enforced many cost-saving methods. In 2013, AITS’s revenue reached 129 billion VND, a 19% increase compared to the previous year, however, due to effects from the project acceptance progress and price adjustment (profit reducing from 10% to 4.9%) so revenue failed to achieve the target. The price adjustment mentioned above had huge impacts on the Company’s profit, making ROS (net income/revenue) fall from approximately 5% in 2012 to 3.4% in 2013 and net profit decline from 5.2 billion VND to 4.4 billion VND. The table below sets forth certain operating data of AITS during the period 2009 – 2013. In million VND, except indicated otherwise Year ended December 31, 2009 2010 2011 2012 2013 Net sales 51,362 71,237 94,445 108,323 129,378 Profit before taxes 2,900 9,879 12,440 6,983 5,924 Net profit 2,393 7,409 9,330 5,237 4,436 Total Assets 50,980 78,381 128,138 189,434 181,497 Total Equity 46,075 56,309 68,612 65,633 64,566 Share Capital 43,682 46,800 58,032 58,032 58,032 ROA 4.69% 9.45% 7.28% 2.76% 2.44% ROE 5.19% 13.16% 13.60% 7.98% 6.87% Earnings per share (VND) 761 1,656 1,715 903 764 Cash dividend 4.58% 13.48% 14.30% 8.30% 6.80% Source: AITS

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Viet Flight Training Joint Stock Company (VFT) Viet Flight Training JSC (VFT), which was established in 2008 with Share Capital of 100 billion VND, aims at buiding a basic pilot trainning center for Vietnam Aviation and enforcing pilot training socialization. At present, VFT has 6 founding shareholders including: Vietnam Airlines ( holding 51.5% capital), Vietnam Helicoper Corporation (holding 15.2%) and Vietnam Aircraft Leasing Company (holding 6.1%), Aviation Design and Construction Consultancy Ltd – ADCC ( holding 3.8%) and ESMA Aviation Academy (holding 11.3%) and Vinaero Company (holding 12.1%). With the main task of building basic pilot training center for Vietnam Aviation, VFT has achieved many fundamental milestones in Vietnam Aviation history. Namely as followed:  Approved the first theoretical training center for training pilot in Vietnam (ATO Level 3) for VTF in July, 2012. This was the first foundation to build Vietnam Aviation School;  First time initiating successfully the socialization program for the self-funded basic pilot training in Vietnam;  At the end of 2013, achieving approved ATO level II certificate granted by the Civil Aviation Administration of Vietnam) and targeting to achieve ATO level I certificate by 2015. As our subsidiary, with our attention and regular guidance through the representative for contributed capital in the enterprise, and advantages of providing pilot for the Parent Company – Vietnam Airlines; VFT initially implemented successfully the Pilot training socialization program in Vietnam. By the end of September 2013 VFT has being operated theoretical training of air transportation for 146 students and sent 73 students abroad for flight practice training. It is expected that in 2014, we will recruit 55 – 60 pilots who graduate from these programs. With the advantages of compact management system and operating mechanism under Joint Stock model, VFT can operate with great deal of flexibility and can adjust quickly to meet the market demands and changes of training policies. From 2012 – 2013, the Company completely cleared gross losses and started making profits. Its business activities have been relatively stable, its financial performance has always stayed in healthy condition. Compared to other companies in the same industry, VFT is in average level. VFT’s operating indicators from 2008 to 2013 are shown in the table below: In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sale 1.79 2.67 9.07 11.75 34.75 77.48 Profit before taxes 0.91 (0.84) 1.2 0.29 2.55 7.46 Net income 0.7 (0.84) 1.2 0.29 1.88 5.54 Total Assets 33.07 31.76 38.94 65.56 80.16 108.31 Total Equity 32.83 31.41 30.04 64.89 66.78 72.10 Share Capital 32.12 32.12 32.12 66 66 66 ROA 2.12% (2.64)% 3.08% 0.44% 2.35% 5.11% ROE 2.13% (2.67)% 3.99% 0.45% 2.82% 7.68% Source: VFT

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Tan Son Nhat Cargo Services and Forwarding Co. Ltd (TECS) Tan Son Nhat Cargo Services and Forwarding Co., Ltd (TECS), set up in 2006, was our joint venture with A41 Aircraft Repairing Company, Ltd (an entity under the Vietnam People’s Air-force and Air-defense); headquarters in Tan Binh District, Ho Chi Minh city. TECS’s Share Capital is 51.43 billion VND, in which we contribute 51% in cash and A41 Aircraft Repairing Company, Ltd contributes 49% in the form of land use right. TECS’s main products and services are: Forwarding services, cargo operation by automobiles, airport operation services, air transportation assistance services, office and warehouse leasing, logistic services, cargo handling services, customs declaration brokerage, ground-commerce services, terminal and warehouse operation services, airport ground services, express services, postal service agents. TECS’s goal is to build a modern and well-equiped Cargo Express Handling Centre in Tan Son Nhat Airport with capability of competing with airports in the same region; whereby TECS can offer perfect and diversified cargo services, satisfying the growth of freight volume which is passed through Tan Son Nhat Airport. The project was initiated in March 2008 and wrapped up in late 2009, officially put into exploitation on March 21st, 2010. Currently, TECS covers major proportion of air cargo express market for in Tan Son Nhat International Airport. Its clients are well-known express enterprises in the world such as FedEx, DHL, UPS,... The output and revenue scale has grown over the years. Since the beginning year of its operation(2010), the return on sale (ROS) has been higher than 25% per year whereas average ROE and ROA from 2010 to 2013 were 30% and 11.7% respectively. The Company’s business performance is relatively stable with express services accounting for 6% market share through subcontracts with TCS. Since August, 2012, Tan Son Nhat International Airport Customs office has stopped exported goods monitoring department in TECS so TECS lost an important revenue source from the provision of export services. However, TECS still proves its positive business performance. The following table indicates output volume by category and main operating data of TECS in the period 2008 – 2013. In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Outputs (ton) 1,093 1,123 15,981 28,681 23,335 17.504 Output of operated goods (ton) - - 14,207 27,117 22,036 15.536 Output of forwarded goods (ton) 1,093 1,123 1,774 1,564 1,299 1.968 Net sales 16.2 11.95 68.26 105.07 97.88 108.87 Profit before taxes 4.23 0.68 17.03 39.39 27.78 31.29 Net income 3.07 0.56 12.77 29.27 20.63 23.07 Total Assets 121.16 154.55 182.05 193.31 179.40 171.01 Total Equity 54.66 44.55 57.26 73.76 73.86 76.29 Share Capital 51.43 51.43 51.43 51.43 51.43 51.43 ROA 2.53% 0.36% 7.01% 15.14% 11.50% 13.50% ROE 5.62% 1.26% 22.30% 39.68% 27.94% 30.24% Source: TECS (Audited Financial Statements in the period 2008 – 2013))

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Noi Bai Airport Services Joint Stock Company (NASCO) Noi Bai Airport Services JSC (NASCO) was established in 1993, formerly known as a State- owned Company called Northern Airport Services Company. NASCO has three branches and three member enterprises with total employees of 1,173 people as of March 31, 2013. The Company’s main business lines are specialised aviation services such as: serving special-class customers at the airport, selling/purchasing goods at the airport, automobile transportation services, hotels and restaurants services, freight services and other technical services through member enterprises. We are the larget shareholder of the Company whose Share Capital is 83.16 billion VND. With the headquarter located in Noi Bai International Airport and advantages as our service supplier, NASCO is currently a well- recognised company in commerce – aviation services market. Thanks to oriented and effective investment strategies, NASCO’s business operation has maintained and developed continuously. During the period 2008 – 2012, the Company’s annual net sales increased more than net sales in the prior year, particularly, in 2011, revenue rose rapidly by 21%. The quality management system ISO 9001:2008 was enforced as well as many services were prestigious and well-qualified. Total executed investment capital averaged 12.3 billion per year. Average revenue reached 506.58 billion VND/year with average growth rate being 7.8%/year, which raised revenue from 440.18 billion VND in 2008 to 591.05 billion VND in 2012. Profit before taxes averaged 48.5 billion VND per year, with average growth being 10.35%/year resulting in an increase in Profit before taxes from 48.5 billion VND to 62.47 billion VND over the 5 – year period. In accordance with the goal to guarantee investors’ interests, NASCO allocated dividend in cash with the ratio increasing from 15% in 2009 to 43% in 2012. In 2013, basically, the Company still fulfilled profit target as well as sustained healthy financial background, yet this profit ratio was equal to 68.7% of it in 2012. Although the passenger volume at Noi Bai Airport increased continuously compared to the previous year (increasing by nearly 14%), the Company’s revenue did not grow as expected due to difficulties in transportation revenue when Noi bai Airport not only franchised to many taxi firms but also monitored directly the transport operation so the Company’s portion in transportation market plummeted. In addition, Noi Bai T1 Terminal is currently overloaded but there are many enterprises participating in this business field, leading to constant changes in the ground arrangement at T1 terminal, which narrowed the revenue from services. Meanwhile, media continuously putting pressure on service and goods prices at the airport has negative impacts on selling activities. The table below sets forth certain operating data and some financial ratios of NASCO for years ended December 31, in the period 2008 – 2013. In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net Sales 440,18 443,77 477,71 580,20 591,05 573,17 Profit before taxes 45,31 35,81 45,37 53,55 62,47 40,09 Net income 45,31 32,92 40,19 47,43 53,47 36,76 Total Assets 166,43 195,85 254,29 281,79 289,53 226,81 Total Equity 100,15 102,23 127,51 141,09 136,27 144,34 Share Capital 49,50 69,30 83,16 83,16 83,16 83,16 ROA 27.22% 16.81% 15.80% 16.83% 18.46% 16.21% ROE 45.24% 32.20% 31.25% 33.62% 39.23% 25.47% Earnings per share 8.658 5.482 5.642 5.652 6.351 4.345 (VND) Cash dividend 52.5% 15% 40% 46% 43% 36.5% Source: NASCO

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Aviation Labor Supply and Import-Export Joint Stock Company (ALSIMEXCO) Aviation Labor Supply and Import-Export JSC (ALSIMEXCO) was founded in 1997, formerly known as a State-owned Company called Aviation labor Supply and Import-Export Company. The Company has officially operated under JSC model since June, 2005. Its main business line is human resource services such as labor provision and management for foreign representative offices in Viet Nam, provision and management of foreign labor for our offices, labor import/export within and outside Aviation industry, tourism agencies and ticket agents... .The Company’s Share Capital is 10 billion VND in which we, the largest investor, cover 51%. Its head offfice is located in No.1 Alley 200/10 Nguyen Son – Bo De Ward – Long Bien District – Ha noi. At present, ALSIMEXCO is a leading company in human resources field: providing and managing Vietnamese labors who work for Representative Offices of Foreign Airlines in Vietnam, exporting labors including stewardesses working for foreign carriers and labors to Japan, Slovakia market... .The Company has 5 branches and entities under its direct management operating in Hanoi and Ho Chi Minh city. Total present employees are 85 people. From 2008 to 2013, the Company’s annual net sales increased compared to the previous year. Revenue which reached 29 billion VND in 2008 was triple to hit the peak of 89 billion VND in 2012. Particularly in 2013, revenue fell by nearly 9%. From the state of being at loss in 2008, Net income which was only 6.3% in 2009 rose to 11.4% in 2013. With the policy to guarantee investors’ benefits, ALSIMEXCO allocated dividend in cash with the ratio increasing from 3.3% in 2009 to 14.5% in 2012. The Company is constructing a quality management service ISO 9001:2008. The following table illustrates operating indicators of ALISIMEXCO in the period 2008 – 2013. In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sales 29.05 24.77 43.45 77.22 88.95 81.25 Profit before taxes (0.34) 0.71 1.06 2.22 1.93 1.82 Net income 0 0.66 0.88 1.7 1.59 1.36 Total Assets 20.7 22.42 32.43 41.51 46.7 41.0 Total Equity 9.9 10.49 10.91 11.95 12.12 11.89 Share Capital 10 10 10 10 10 10 ROA n/a 2.9% 2.7% 4.1% 3.4% 3.3% ROE n/a 6.3% 8.1% 14.2% 13.1% 11.4% Earnings per share (VND) n/a 659 882 1,701 1,593 1,362 Cash dividend n/a 3.31 5.79 13.5 14.53 11.65 Source: Alsimexco

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Aviation Printing Joint Stock Company (AVIPRINT) Aviation Printing JSC (AVIPRINT), previously known as Aviation Printing Factory, was established and operated on April 1, 1985. On September 14 1994, the Minister of Transport enacted the decision on the establishment of a State-owned Company - Aviation Printing Company whose main task is printing air, bridge and road transport tickets, invoices, goods labels, packaging, books and other cultural publications. In addition, the Company also produces and trades a variety of commodities such as packaging, paper, plastic, printing equipments; sells, purchases, pre-processes, processes and packages commodities such as salt, pepper, sugar, food products; and leases warehouses, offices. The Company was equitized and officially operated as a Joint Stock Company with the initial Share Capital being 17 billion VND from 2005. Up to now, the Company has raised its Share Capital to 21.42 billion VND, in which w covers 51%. According to investment strategies oriented at serving air transports and advantages as our subsidiary, AVIPRINT is our main publications and in-flight products provider. Therefore, VNA’s outputs and demands have great impacts on the Company’s business activities. During the period 2008 – 2013, revenue growth averaged 11% per year, from nearly 82 billion VND to 135 billion VND in 2013. AVIPRINT’s net income remained stable in 2.5 billion per year. The Company’s profit in 2011 plummeted due to impacts of domestic and global economic depression. By the end of 2012, the Company accomplished the construction of Southern Branch workshop at Cu Chi District, Ho Chi Minh City as well as investment in 6-color Flexco printers in order to complement to high – quality packaging and label printing capacity. Apart from printing and paper services, the Company maintains to process salt, pepper, sugar to export and supply for domestic market. In the coming years, by virtue of the complement to equipment and management systems improvement, the Company will accommodate the need of clients in the Aviation industry while continuously expand to other market segments, which aims at maintaining growth and sustainable development. The table below sets forth operating indicators of AVIPRINT in the period 2008 - 2013

In billion VND, except indicated otherwise Year ended December 31, 2008 2009 2010 2011 2012 2013 Net sales 81.56 89.62 96.15 124.59 126.04 135.32 Profit before taxes 2.85 3.83 2.62 2.18 3.52 4.02 Net income 2.39 2.08 2.30 1.63 2.63 2.99 Total Assets 37.58 36.79 39.04 47.42 46.86 48.87 Total Equity 21.42 22.93 24.84 24.71 25.95 26.48 Charter Capital 17.00 17.00 21.42 21.42 21.42 21.42 ROA 6.36% 5.67% 5.89% 3.44% 5.61% 6.12% ROE 11.16% 9.09% 9.26% 6.60% 10.13% 13.96% Earnings per share (VND) 1,457 2,054 1,235 762 1,229 1,397 Cash dividend18 10.13% - 7.3% 5.77% 10.7% 11.5% Source: AVIPRINT

18 The company distributes a 13% stock dividends in 2009

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APPENDIX 2: PROPERTY AS OF MARCH 31ST 2013

Area Payment after No Name of owner and postal address Purpose (m2) equitization A The parent company – Vietnam Airlines 301.902,33 I Inside the airport 75.336,30 1 Hangar No6 - Tan Son Nhat Airport, Ho Annual land lease 13.822,00 Operation Chi Minh City payment 2 Cold drinks depot–Noi Bai – Hanoi City Annual land lease Cold drinks payment and 1.000,00 equipment depot 3 Vietnam Airlines Operation Centre – Annual land lease Southern Southern Region -Tan Son Nhat Airport – payment VNA 6.106,80 Ho Chi Minh City Operation Centre 4 Middle Region Branch – Da Nang Airport Annual land lease Offices for payment VNA – Middle 1.300,00 Region Branch and DIAGS 5 Warehouse + Head office at 49 Truong Son Annual land lease Offices for Road, Tan Son Nhat Airport, Ho Chi Minh payment VNA – City 53.107,50 Southern Region Branch II Outside the airport 226.566,03 1 Vietnam Airlines Headquarter – 200 Annual land lease Headquarter 28.492,50 Nguyen Son – Long Bien – Hanoi payment offices 2 Warehouse at 412 Nguyen Van Cu (used to Annual land lease Warehouse be at 100 Nguyen Van Cu) – Long Bien – payment for Noi Bai Hanoi Cargo Terminal Services JSC; Offices for 5.125,50 Aviation Labor Supply and Import- Export Company (ALSIMEXC O) 3 A-76 Warehouse (Alley 200, Nguyen Son, Annual land lease Warehouse Long Bien, Hanoi) 2.728,70 payment for the Parent Company 4 Vietnam Airlines Garage (Alley 200 Annual land lease Garage for the Nguyen Son, Long Bien, Hanoi) 3.426,00 payment Parent Company 5 Swallow Kindergarten (113 Nguyen Son, 2.771,10 Annual land lease Kindergarten 108

Area Payment after No Name of owner and postal address Purpose (m2) equitization Long Bien, Hanoi) payment 6 Vietnam Airlines Sports Area (Alley 200 Annual land lease Offices for Nguyen Son, Long Bien, Hanoi) payment Aviation Labor Supply and Import- 2.156,40 Export Company (ALSIMEXC O) 7 Vietnam Airlines’ warehouse at Lam Du Annual land lease Investing for Lake – Gia Lam – Hanoi payment “Infrastructur e for the 17.800,00 Parent Company’s production” Project 8 Offices at Alley 200 Nguyen Son, Long Annual land lease VASCO’s Bien, Hanoi payment Northern 1.911,80 Region Branch 9 114 Bach Dang, Tan Binh District, Ho Chi Annual land lease VASCO’s 5.798,00 Minh City (office area) payment Head Office 10 Land at 20/63 Yen The Street, Quarter 2, Returned to Ho Chi Returned to Tan Binh District, Ho Chi Minh City Minh City People’s Ho Chi Minh 262,20 Committee as requested City People’s in the residence planning Committee 11 Flight crew’s head office at Gia Lam Annual land lease Operation Airport, Hanoi payment office for flight crew 21.738,30 919 – Northern Region 12 Flight crew’s area at Tan Son Nhat Airport, Annual land lease Operation No 1 Hong Ha Road, Ward 2, Tan Binh payment office for District, Ho Chi Minh City flight crew 18.733,10 919 – Southern Region 13 Hotel land for airport transit – Tan Son Annual land lease Southern Nhat Airport (108 Hong Ha, Ward 2, Tan payment Region 3.126,30 Binh District, Ho Chi Minh City) Operation Office 14 Family area for flight crew at Tan Son Nhat Returned to Ho Chi Returned to airport, Ho Chi Minh City Minh City People’s Ho Chi Minh 2.560,00 Committee as requested City People’s in the residence planning Committee 15 Northern Region Cabin Crew’s Office – Annual land lease Operation 9.382,90 Gia Lam Airport – Hanoi payment office for

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Area Payment after No Name of owner and postal address Purpose (m2) equitization Northern Region cabin crew 16 Flight Training Center (117 Hong Ha, Annual land lease Training Ward 2, Tan Binh District, Ho Chi Minh payment center for City) 73.826,20 pilots and crew members 17 Southern Region Cabin Crew’s head office Annual land lease Southern (115 Hong Ha, Ward 2, Tan Binh District, 9.099,80 payment Region cabin Ho Chi Minh City) crew’s offices 18 126 Hong Ha, Tan Binh District, Ho Chi Annual land lease Training Minh City payment center for 1.308,90 pilots and crew members 19 Aviation Trading Center, 166 Hoang Van Annual land lease Tickets sales 302,00 Thu – Hai Phong payment office 20 Sales office – 25 Trang Thi – Hanoi Annual land lease Transaction 309,30 payment and ticket sales office 21 Aviation Trading Center at Vinh city, Nghe Transaction Annual land lease An Province 604,00 and ticket payment sales office 22 Nha Trang Representative Office (91 Transaction Nguyen Thien Thuat, Loc Tho Ward, Nha 808,40 Long-term use allocation and ticket Trang, Khanh Hoa) sales office 23 Hue Representative Office (Nguyen Van Transaction Cu – Vinh Ninh Ward – Hue City) 842,00 Long-term use allocation and ticket sales office 24 Ticket office at Nguyen Tri Phuong St – Da Nang (land lot at B2 – 2 South-west Transaction Resettlement Area in intersection between 331,50 Long-term use allocation and ticket Nguyen Tri Phuong – Dien Bien Phu, sales office Chinh Gian Ward, Thanh Khe District, Da Nang) 25 Office building at 27 Dien Bien Phu, Thanh Operation and 5.314,00 Long-term use allocation Khe District, Da Nang (A2 land lot) Production 26 Pleiku Representative Office at 16 Tang Annual land lease Transaction Bat Ho – Pleiku City, Gia Lai Province 241,90 payment and ticket sales office 27 Quy Nhon Representative Office and Ticket Annual land lease Transaction sales office at 272-274 Tran Hung Dao – 764,63 payment and ticket Quy Nhon – Binh Dinh sales office 28 Dong Hoi Representative Office and Ticket Annual land lease Transaction sales office at 35 Tran Hung Dao – Dong 487,00 payment and ticket Hoi, Quang Binh sales office 29 Domestic ticket office at 15Bis Dinh Tien 449,50 Annual land lease Transaction 110

Area Payment after No Name of owner and postal address Purpose (m2) equitization Hoang, Ho Chi Minh City payment and ticket sales office 30 Aviation Trading Center and Ticket office – Transaction Ward 8, Vung Tau City 698,80 Long-term use allocation and ticket sales office 31 Ticket Office at No 64-66 Nguyen An Ninh Transaction St – Tan An Ward – Ninh Kieu District – 159,30 Long-term use allocation and ticket Can Tho sales office 32 27B Nguyen Dinh Chieu, Ho Chi Minh Hotel joint Annual land lease City 5.006,00 venture payment

B Vietnam Air Petrol Company Limited 293.990,45 (VINAPCO) B1 Property continuously managed and 251.428,75 used after VNA’s equitization I Inside the airport 135.992,00 1 Northern Air Petrol Enterprises - Annual land lease 24.190,00 Operation Warehouse N2 payment 2 Air petrol warehouse – Vinh airport Annual land lease Operation 10.000,60 payment 3 Jet fuel supply unit – Dong Hoi Airport Annual land lease Operation 4.500,00 payment 4 Air Petrol Enterprises – Middle Region – Annual land lease Operation 23.972,90 Warehouse at Da Nang Airport payment 5 Jet fuel supply unit– Phu Bai Airport Annual land lease Operation 969,30 payment 6 Jet fuel supply unit– Phu Cat Airport Annual land lease Operation 310,00 payment 7 Petroleum Warehouse - Cam Ranh Annual land lease Operation 21.354,4 payment 8 Air Petroleum Enterprises office (Southern Annual land lease Operation 9.181,80 Region) – Tan Son Nhat Airport payment 9 Petroleum Warehouse K1- Tan Son Nhat Annual land lease Operation 15.643,10 Airport payment 10 Petroleum Warehouse K3- Tan Son Nhat Annual land lease Operation 25.869,90 Airport payment II Outside the airport 115.436,75 Operation 1 No 202 Nguyen Son, Long Bien, Hanoi. Operation Head Office of Vietnam Air Petrol 3.852,90 Land lease extension Company Limited 2 No 202 Nguyen Son, Long Biên, Hanoi. Operation Head Office of Air Petrol Transport 43.686,70 Land lease extension Enterprise 3 Thai Phu Hamlet, Mai Dinh Commune, Soc Operation Son, Hanoi. Petroleum Warehouse N1 and 50.873,00 Land lease extension Head Office of Northern Air Petrol Enterprises

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Area Payment after No Name of owner and postal address Purpose (m2) equitization 4 No 60C Truong Son Road, Ward 2, Tan Operation Binh District, Ho Chi Minh City. Representative Office of Vietnam Air 787,1019 Land lease extension Petrol Company Limited (VINAPCO) in Ho Chi Minh City 5 Nha Trang Airport, Khanh Hoa Province. Operation Land use extension, Jet fuel supply unit at Nha Trang Airport, 641,50 transfer to land lease Central Air Petrol Enterprises 6 No 290 Nguyen Van Linh, Da Nang. Head Land allocation Operation 789,55 Office of Central Air Petrol Enterprises extension 7 Lot No.25D of Tho Quang area for vessels Land allocation Operation storm shelter and moorage, Nai Hien Dong extension Ward, Son Tra District, Da Nang. 518,20 Operation and production land of Central Air Petrol Enterprises. 8 Lot No. C2-8 Hoa Cam Industrial Zone, Operation Hoa Tho Tay ward, Cam Khe District, Da Land allocation Nang. Office of Central Region Garage and 4.994,80 extension Parking area for Air Petrol Transport Enterprise 9 Hoa Hiep Ward, Line Chieu District – Da Operation Nang. Lien Chieu Petroleum Warehouse, 7.636,00 Land lease extension Central Air Petrol Enterprises 10 Hoa Hiep Ward, Lien Chieu District– Da Operation Nang. Parking area and ancillary 1.657,00 Land lease extension constructions of Central Air Petrol Enterprises B2 Property no longer managed and used 42.561,70 after equitization 1 Noi Bai Gasoline Filling Station –Noi Bai Site - clearance Airport, Phu Minh, Soc Sơn, Hanoi procedures completed 420,00 for Noi Bai International Airport project. 2 Viet Tri Petroleum Warehouse – Ben Got 11.426,50 Ward, Viet Tri, Phu Tho Land lots have been approved by Prime 3 Head Office of Northern Air Petrol Trading 1.080,00 Minister in principle of Enterprises - Mai Lam, Dong Anh, Hanoi paid transfer to 4 Ho Sen Gasoline Filling Station - Nguyen 464,00 VINAPCO pursuant to Son, Long Bien, Hanoi Document No 5 Mai Lam Gasoline Filling Station – Mai 2.939,50 10187/VPCP-ĐMDN Lam commune, Dong Anh, Hanoi dated December 9, 2013. 6 Phu Lo Gasoline Filling Station – Phu Lo 1.482,00 Currently, VINAPCO is commune, Soc Son, Hanoi waiting for handover 7 An Hai Gasoline Filling Station- An Hung 7.267,70 procedures. commune, An Hai, Hai Phong

19 On 10 June 2014, The Steering Committee 09 of Ho Chi Minh City Department of Finance submitted Document No.4986/STC-BCĐ09-CS to Ho Chi Minh City People's Committee for approving VINAPCO to continue using this land base under VINAPCO's plan corresponding to the city's planning. 112

Area Payment after No Name of owner and postal address Purpose (m2) equitization 8 Viet Tri Gasoline Filling Station- Thanh 2.910,00 Mieu ward, Viet Tri, Phu Tho 9 Tan Thinh Gasoline Filling Station- Tan 750,00 Thinh ward, Thai Nguyen 10 Vinh Yen Gasoline Filling Station– Khai 2.480,00 Quang commune, Vinh Yen, Vinh Phuc 11 My Thuan Gasoline Filling Station– My 3.030,30 Thuan commune, My Loc, Nam Dinh 12 Ninh Binh Gasoline Filling Station- Nam 1.944,00 Thanh ward, Ninh Bình 13 Quang Nam Gasoline Filling Station– Tam 3.025,00 Dan, Tam Ky, Quang Nam 14 Dien Ngoc Gasoline Filling Station- Dien 1.904,00 Ngoc industrial park, Quang Nam 15 Phu Yen Gasoline Filling Station- Tuy Hoa, 750,00 Phu Yen 16 Da Nang Gasoline Filling Station- 154 Cach mang Thang 8 street, Khue Trung, 688,70 Cam Le, Đa Nang C Vietnam Airlines Engineering Company 395.573,50 Limited (VAECO) 1 Tan Son Nhat airport area 176.080,30

1.1 Hangar and office Annual land lease Operation & 84.380,3 payment Production 1.2 Parking area in front of the Hangar Land allocation without Operation & 91.700 collecting land use fee Production 2 Noi Bai Airport area 219.493,20 2.1 Taxiways and parking area Land allocation without Operation & 118.041,90 collecting land use fee Production 2.2 Workshop & Office Building Annual land lease Operation & 78.754,10 payment Production 2.3 Common Area (for on duty) Annual land lease Operation & 22.697,20 payment Production TOTAL 991.466,28

Including: Property continuously managed and 948.904,58 used after equitization Property no longer managed and used 42.561,70 after equitization

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APPENDIX 3: ON-GOING CONTRACTS AND COMMITMENTS

Contract/Product Effective period Description Partner

Joint venture contract

VN/DL Codeshare From March 19th The USA is a key market for its Agreement 2010 to March 19th major scale and potential to VNA. Form: Free sale 2015 The cooperation with Delta Airlines (DL) on the flights to the USA via

Narita and Frankfurt gateways and Delta Airlines – domestic USA has helped VNA to DL offer services to passengers travelling from/to the USA, gradually entering this potential market, especially when VNA has no direct flights to the USA. VN/CI Codeshare From January 1st The codeshare partnership with China and Seat-exchange 2011 until mutual Airlines (CI) strengthens VNA’s Agreement agreement for attraction towards passengers from termination America to Vietnam via the Taipei gateway, expanding our network to Form: Seat- America, enhancing our presence in China Airlines – exchange this market. CI

The partnership supplements VNA’s direct flights to major cities, further improve the efficiency of routes between Vietnam and Taiwan VN/AF Codeshare From 03/07/2010 Air France (AF) is one of our Air France– AF Agreement until mutual important strategic partners. At agreement for present, in the Europe, we are the termination biggest carrier operating in France in Form: Seat- terms of number of direct flights exchange between Vietnam and France and partnership on volume of 6 Freedom Traffic Rights direct routes and passengers travelling from/to free sale on Vietnam via CDG. beyond routes Thus the VN/AF cooperation plays the most important role, supporting our direct flights and improving operational efficiency. Being both the members of SkyTeam promotes our bilateral relationship. Through this, we have successfully diversified our range of products, increased competitiveness, pushed revenues and expanded our network to the European markets which we have not had direct flights to.

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Contract/Product Effective period Description Partner

VN/SNCF From September 1, Our one way codeshare agreement SNCF Codeshare 2012 to August 31, with French National Railway Agreement 2015 Company (SNCF - Société Nationale

Form: Soft block des Chemins de fer Francais) seats (VN on diversifies our range of products and SNCF) expands our domestic destinations in France, allowing a deeper penetration

into this market, supporting our direct flights to France and avoiding dependence on AF. Our passengers are provided with more options to travel from provinces in France, different from when the options were only limited on AF’s flights. Agent Contract

8020/AT/OCT06 2 - year validity and Become Vietnam’s General Sale Aviareps extension Agent in Austria Airlines afterwards Management GmbH 3331/GR/JAN98 2 - year validity and Become Vietnam’s General Sale Goldair Golemis extension Agent in Greece Air Service Ltd afterwards 8008/SE/DEC06 2 - year validity and Become Vietnam’s General Sale Kales Service extension Agent in Northern European market Group afterwards 9998/IL/MAR09 2 - year validity and Become Vietnam’s General Sale Maman extension Agent in Israel Aviation Ltd afterwards 8320/AE/JUN08 2 - year validity and Become Vietnam’s General Sale Sharaf Travel extension Agent in UAE LLC afterwards 9999/BE/JUN03 2 - year validity and Become Vietnam Airlines’s General Kales Airlines extension Sales Agent in Belgium Services afterwards 9998/NL/NOV00 2 - year validity and Become Vietnam Airlines’s General Kales Airlines extension Sales Agent in Holland Services afterwards 8042//PL/SEP08 2 - year validity and Become Vietnam Airlines’s General Airlinescity Sp. extension Sales Agent in Poland z o.o. afterwards 5999/CH/SEP03 2 - year validity and Become Vietnam Airlines’s General Airlines & extension Sales Agent in Switzerland Tourism Center afterwards GmbH

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Contract/Product Effective period Description Partner

8196/ES/APR06 2 - year validity and Become Vietnam Airlines’s General Silon Aviacion extension Sales Agent in Spain S.L afterwards 020/IN/SEP07 2 - year validity and Become Vietnam Airlines’s General World connect extension Sales Agent in India Private Ltd afterwards 9999/ID/SEP01 2 - year validity and Become Vietnam Airlines’s General PT Deks extension Sales Agent in Indonesia Aviation afterwards Internusa

Aircraft purchase contracts

(P.A 12.2007) 11/2014 A321-231 Airbus Aircraft Purchase Contract Aircraft Purchase 12/2015 A321-231 Airbus Contract (P.A12.2007) Amendment 1-5 P.A 12.2007) Q4/2016 A350-900 Airbus Aircraft Purchase Contract Aircraft leasing 8-10/2015 A350-900 CIT contract (L.A 7.2009) Aircraft leasing 6-9/2015 A350-900 ILFC contract (L.A 6.2009) Aircraft Purchase 5/2015 B787-9 Boeing Contract (P.A 6.2005) and SA 1,2,3 Engine Purchase 5/2015-Q4/2018 Genx engines General Electric Contract (P.A 10.2013)

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