IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) UNDER RULE 144A OR (2) NON-U.S. PERSONS OUTSIDE OF THE U.S. UNDER REGULATION S (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR) IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Preliminary Offering Circular. In accessing the Preliminary Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE FOLLOWING PRELIMINARY OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. 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You are reminded that this Preliminary Offering Circular has been delivered to you on the basis that you are a person into whose possession this Preliminary Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Preliminary Offering Circular to any other person. By accessing this Preliminary Offering Circular, you shall be deemed to have confirmed and represented to us that you are not a ‘retail client’ as defined in section 761G of the Corporations Act 2001 (Cth). The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the Company in such jurisdiction. This Preliminary Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Goldman, Sachs & Co. (“Goldman Sachs”) nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Offering Circular distributed to you in electronic format and the hard copy version available to you on request from Goldman Sachs. Subject to Completion. Dated November 18, 2015. CONFIDENTIAL e notes or an 6US$50,000,000 Virgin Australia Holdings Limited 8.50% Senior Notes due 2019 Virgin Australia Holdings Limited (“Virgin Australia” or the “Company”) is offering US$50,000,000 of its 8.50% Senior Notes due 2019 (the “New Notes”). The New Notes are being offered under an indenture (the “Indenture”) pursuant to which the Company issued, on November 20, 2014, US$300,000,000 aggregate principal amount of its 8.50% Senior Notes due 2019 (collectively, the “Initial Notes” and, together with the New Notes, the “Notes”). The New Notes and the Initial Notes will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The New Notes have the same CUSIP, ISIN and Common Code numbers as, and are fungible with, the Initial Notes (except that any New Notes offered and sold in compliance with Regulation S will have temporary CUSIP, ISIN and Common Code numbers during a 40-day distribution compliance period commencing on the date of issuance of the New Notes and ending on , 2015). The Initial Purchaser (as defined herein) is offering the New Notes inside the United States to qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”). In addition, the Initial Purchaser, through its selling agents, is offering the New Notes outside the United States to non-U.S. persons in reliance on Regulation S (“Regulation S”) under the Securities Act (the “Offering”). Virgin Australia will pay interest on the New Notes on May 15 and November 15 of each year. The first such payment will be made on May 15, 2016. The New Notes will mature on November 15, 2019. Virgin Australia may redeem the New Notes, in whole or in part at any time, at the redemption price set forth in this offering circular. See “Description of Notes—Redemption—Optional Redemption.” The New Notes will be guaranteed (the “Note Guarantees”) by certain of Virgin Australia’s subsidiaries (collectively, the “Guarantors”), subject to certain exclusions including, among others, the Velocity Sub-Group (as defined herein), Virgin Australia International Operations Pty Ltd, certain specified special purpose vehicles and certain additional immaterial subsidiaries. See also “Business—Corporate Restructure”. The New Notes will be Virgin Australia’s senior unsecured obligations and the Note Guarantees will be the senior unsecured obligations of each Guarantor. The New Notes and the Note Guarantees will rank pari passu in right of payment with Virgin Australia’s and each Guarantor’s respective existing and future senior indebtedness and senior in right of payment to Virgin Australia’s and each Guarantor’s respective future subordinated indebtedness. The New Notes and the Note Guarantees will be effectively subordinated to Virgin Australia’s and each Guarantor’s respective existing and future secured indebtedness to the extent of the value of the collateral securing such obligations. The New Notes will also be structurally subordinated to all existing and future indebtedness of, and other obligations and preferred stock of, Virgin Australia’s subsidiaries that do not guarantee the New Notes (other than indebtedness and other obligations owed to Virgin Australia), including the Velocity Sub-Group, Virgin Australia International Operations Pty Ltd, certain specified special purpose vehicles and certain additional immaterial subsidiaries. The net proceeds of this Offering will be used to provide Virgin Australia with additional U.S. dollar liquidity coverage and to meet future U.S. dollar financing obligations. See “Use of Proceeds.” If Virgin Australia experiences certain kinds of changes of control, it may be required to make an offer to purchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. See “Description of Notes—Certain Covenants—Change of Control Offer to Purchase.” New Notes sold to QIBs in reliance on Rule 144A will be evidenced by a global note deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”). Except as described herein, beneficial interests in the global note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. Any New Notes sold pursuant to Regulation S will be evidenced by one or more separate global notes. Virgin Australia does not intend to apply for listing of the New Notes on any securities exchange or for inclusion of the New Notes in any automated quotation system. See “Risk Factors” beginning on page 30 to read about important factors you should consider before buying the New Notes. Offering Price for the New Notes: %, plus accrued interest from November 15, 2015 Interest on the New Notes will accrue from November 15, 2015.