Dedicated to delivering expertise, value and sustained growth

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1 Dedicated to delivering expertise, value and sustained growth ANNUAL REPORT AND FINANCIAL STATEMENTS 2012 Headquarters Block B, Riverside IV, Sir John Rogerson s Quay, Dublin 2, Ireland. T: F: New York Office 444 Madison Avenue, 4th Floor, New York NY10022, usa. T: F: Singapore Office 435 Orchard Road, #10-03 Wisma Atria, Singapore T: F: Miami Office 801 Brickell Avenue, Suite 800, Miami, Florida 33131, USA. T: F: ANNUAL REPORT AND FINANCIAL STATEMENTS 2012

2 AWAS dedicated to delivering expertise, value and sustained growth 241 Total Fleet 95 Global Customers 77 Pipeline Aircraft to be Delivered 72 New Lease Transactions 45 Total Countries Served 44 Aircraft Purchased

3 We offer solutions that support our customers GROWTH strategies Purchasing and leasing back new aircraft to a successful and growing airline in India ¾ ¾ In 2012 AWAS delivered four new Airbus A320 passenger aircraft to the largest low cost airline in India, IndiGo. AWAS had entered into a purchase and leaseback transaction (PLB) with IndiGo to provide the successful, expanding carrier with flexible, quick access to new, modern aircraft. AWAS has successfully completed several PLBs in Asia, Latin America and Europe and this has become a strong secondary growth channel for our platform. AWAS has developed high levels of expertise in the Asia-Pacific region and our Singapore office has dedicated Sales, Corporate Finance, Technical and Aircraft Trading personnel to support our operations in this region where aviation growth is projected to far outpace that of other global regions. Diverse portfolio supports the growth ambitions of low cost carrier in Mexico ¾¾ AWAS began a successful relationship with VivaAerobus in 2011 when we delivered our first Boeing aircraft to the growing low cost airline which provides a domestic and intra-americas service based out of Mexico City. After proving itself with that initial delivery, AWAS delivered another three aircraft to the airline in Our diverse portfolio of mid-life aircraft became an asset to VivaAerobus, helping to fuel the airline s planned growth and expansion. In 2012 AWAS delivered an additional three 737 Classics to VivaAerobus, bringing the total to seven. Juan Carlos Zuazua, CEO of VivaAerobus, said AWAS has been with us since the beginning and we have been very pleased to grow with them. 2 3

4 Our EXPERTISE opens new markets and supports new relationships The ability to acquire portfolios of attractive aircraft assets ¾¾ The acquisition of highly desirable aircraft from Proving ourselves with the customer: Providing leading solutions and service, and then growing with them other financiers in the secondary market is ¾ ¾ Early in 2012 AWAS acquired two aircraft that another strong growth channel for AWAS. During were leased to Spring Airlines, a leading low cost 2012 we were able to acquire a portfolio of 12 airline in China. Only a few months later, on the aircraft, all with long-term leases to successful strength of how the AWAS Sales and Technical airlines across multiple geographies. Our ability to teams worked with the airline, AWAS was complete this transaction was in large part due to honoured to receive an Outstanding Performance our ability to work in multiple jurisdictions, as well as having the technical expertise and flexibility to Award from Spring at its Annual Supplier Conference. The relationship grew further from Lorenzo Levi, Werner Seifert and Riaz Punja manage and market diverse aircraft types. that point when our Asia team and Spring agreed to the delivery of two additional new A320s from Developing and expanding profitable relationships ¾¾ In 2012 AWAS had acquired one A320 aircraft in a secondary market transaction that was leased to the flag carrier of Russia, Aeroflot. Our pipeline of modern aircraft and strong knowledge of the region enabled us to enter into an agreement to place five additional A320 aircraft with the airline. This was a direct result of our regional expertise which allowed us to deliver benefits for both parties. Our platform DELIVERS VALUE to our customers and shareholders AWAS' pipeline. These aircraft will assist the airline in expanding its route network to additional intra-asia destinations. Innovative finance structures to support shareholder value ¾¾ AWAS teamed with Investec Bank and Airbus to develop a highly innovative, first of its kind revolving credit facility to provide assured financing for AWAS' pre-delivery payments (PDPs) for new pipeline aircraft. PDPs can be a challenging segment of the aircraft financing market, and this transaction offers meaningful financial benefits for AWAS as a result of the revolving nature of the facility, which provides $120m of PDP debt over two years across 20 discrete aircraft. The facility also provides the significant benefit of de-risking AWAS' Yielding results with a proactive Corporate Finance strategy, successfully raising AWAS S&P rating ¾¾ AWAS has a proactive, multi-tiered funding strategy which offers us excellent access to capital at competitive pricing supporting the company s profitable long-term growth. A tangible example of this strategy was the 2012 re-pricing of the $360m July 2012 Term Loan, to take advantage of more favourable market conditions. More than 40 institutional investors participated and interest in AWAS paper was further stimulated by our strong third quarter 2012 results as well as by the recent upgrading to BB+ of the company s corporate rating by Standard & Poor's. Process reengineering to support planned growth ¾¾ In 2012 AWAS launched the Stratos Programme, a company-wide process improvement effort to ensure we are working as efficiently as possible, as well as preparing our people and our company for success as we grow in size and scope. The programme has already yielded significant results by streamlining processes for acquisitions and customer management, speeding approvals, empowering deal team members, and aiding cross-functional communication leading to our people having the right information to make the best decisions for our business. forward order pipeline, further strengthening the company s credit position. 4 5

5 Contents PAGE About AWAS 8 Overview Strategy 11 Airlines 12 Leasing Markets 13 Outlook 13 Financial Overview 14 Corporate Social Responsibility 20 Environmental Responsibility 22 AWAS' People 24 Board Governance and Committees 25 AWAS Compliance Programme 32 Financial Statements

6 About AWAS Headquartered in Dublin, with offices in New York, Miami and Singapore, AWAS is one of the largest aircraft leasing companies in the world. AWAS is managed by a highly experienced team of commercial aviation industry professionals serving every developed global aviation market in the world. At the end of the 2012 financial year, AWAS had a fleet of 241 commercial aircraft, with a value of US$ 7.6bn, on lease to 95 customers in 45 countries. In addition, AWAS had 77 Airbus and Boeing aircraft on order offering new more fuel-efficient and environmentally-progressive aircraft to customers. Our solutions, strategy and customer focus make the difference We have successfully transformed our business: AWAS' total revenue is up 28%, lease revenue by over 23%, and our fleet had grown 8% from 223 to 241 aircraft by the end of the 2012 financial year. Our profitable growth has been driven by a fundamental belief that everything we do begins and ends with a relentless focus on the customer: listening to their unique operational needs and delivering truly meaningful solutions to enhance their bottom line growth and success. We are very proud of our reputation for forging long lasting valueadded relationships with our customers. Our business focus is on achieving optimal yields from a wide range of jurisdictions, aircraft fleet options, and customer business models including established flag carriers, newer start-ups, successful charter operators, and low cost carriers. The success of our transformation is shown in our results: 2012 was a record year of growth and profitability for AWAS despite significant industry headwinds. We believe our performance illustrates the current strength and future potential of our strategy and business model as we look forward to a more stable, stronger global market in AWAS can offer a more complete set of solutions than many of our competitors in the commercial aviation leasing business. In addition to leasing our existing fleet of aircraft to customers we also actively purchase new and mid-life aircraft directly from airlines and lessors, and then lease them back to the airlines. Our highly experienced technical team provides our customers with valuable insights into and solutions for the assets they currently have, and what they may need for future expansion and optimisation. We can offer airlines a diverse range of options for their fleet needs: new to mid-life aircraft, narrow and wide-bodies, passenger and freighter variants. Sincerely Raymond C. Sisson President & Chief Executive Officer 8 9

7 AWAS Overview: 2012 Highlights 2012 was a record year of growth and profitability for AWAS despite challenging global markets due to the lingering effects of the global economic crisis, uncertainty in the Eurozone, and the continuing fragility of the recovery in the West. At AWAS our strategic focus is on prudent growth. This strategy involves the proactive management of our portfolio along with achieving access to capital at attractive rates enabling us to thrive even in challenged markets. Our continued growth is underpinned by our very strong new order pipeline from both Boeing and Airbus with the majority of deliveries set to come through over the next three years. In addition, over the past year we have acquired nearly $1bn in aircraft assets on lease to well performing airlines. We plan to continue to be active in purchasing new aircraft from airlines who have ordered them directly from the manufacturers and then leasing them back to the operator (PLB). We have also been successful in acquiring portfolios of attractive, high-yield aircraft from other lessors. These additional acquisition methods have become significant secondary growth channels for AWAS. During 2012 we purchased 44 aircraft, 20 of which were from our forward order pipeline. At the end of the year we had 241 aircraft with a balance sheet value of $7.6bn. We also had 77 aircraft on order of which 30 will be delivered in As a result of this activity, the AWAS fleet is getting younger and more fuel-efficient with an average age of 5.8 years, compared to 6.9 years at the end of AWAS closed 72 new leasing transactions with 35 customers in In addition, 26 aircraft were sold and we successfully placed all aircraft with leases scheduled to expire during the year. Throughout 2012, AWAS continued to pursue its proactive financing strategy to ensure the company s stable access to financial liquidity at attractive rates to support planned growth. In June, this strategy saw AWAS close on a $120m Pre-Delivery Payment ( PDP ) Facility; an innovative, reloadable structure designed to provide significant flexibility and the capability to finance PDPs for our pipeline of 20 A320 Family aircraft due for delivery in 2013 and In October the AWAS Board of Directors approved the conversion of $800m of existing shareholder loans to share capital, thereby increasing the overall share capital in the consolidated accounts of the AWAS Group from $923m to $1,723m. The shareholder loans concerned had been advanced by the owner of AACL, Carmel Capital, whose Board approved the conversion to share capital in October This conversion demonstrates the ongoing commitment of AWAS' shareholders to support the company s growth by further strengthening its equity base. Also in October, AWAS closed on a re-pricing of a $360m July 2012 Term Loan, taking advantage of more favourable market conditions. Over 40 institutional investors in the Term Loan either renewed or increased their participation on the back of positive inflows of capital in the high yield market. Interest in AWAS paper was further spurred by the company s third quarter results and the recent Strategy At AWAS our mission is straightforward: We aim to be the leading provider of aviation fleet management and finance solutions to airlines worldwide. We believe AWAS is exceptionally well positioned to continue to deliver on this mission due to our proven business model, our range of customer solutions, and the expertise of our people. We offer customers a customised, solutions-oriented approach to aircraft leasing, financing and fleet management. We assess each opportunity individually in order to meet customer requirements while maximising return on investment. Our business model allows us to originate transactions and manage leases across a broad range of aircraft types, ages and customer credits. As a result of this flexibility, AWAS is able to transact in every market segment and provide varied and complete solutions to our global airline customer base. upgrading of our corporate rating to BB+ by S&P

8 All leasing, financing and asset trading decisions are managed with a rigorous, investment-led approach. This applies whether it is a simple lease extension or a more complex multi-aircraft portfolio purchase. The AWAS approach focuses on risk-adjusted return on equity, residual asset values, credit risk, as well as the optimisation of the underlying capital structure. We will continue to actively manage our aircraft lease portfolio by adjusting marketplace concentration, retiring end-of-life assets, and managing the asset mix to achieve an optimised rate of risk-adjusted return. This portfolio strategy is complemented by proactive asset trading based on prevailing market conditions as well as our long-term objectives for customer and asset mix. Airlines In 2012 airline passenger demand grew by 5.3% year on year despite negative global economic news and a tepid recovery in some key markets. Airlines were extremely effective in managing their available seat capacity and the industry attained near-record load factors. Growth and high aircraft utilisation combined to help airlines deliver an estimated $6.7bn profit in 2012 in spite of persistently high fuel prices. In its 2013 forecast, the International Air Transport Association (IATA) projected 4.5% growth in passenger markets and 1.4% growth for cargo demand. This is expected to contribute to an improvement in profitability from $6.7bn (1.0% net profit margin) in 2012 to $8.4bn (1.3% net profit Leasing Markets Leasing as a tool to acquire efficient, modern aircraft has continued to grow in both popularity and share across all types of airlines around the world. Global aviation advisory expert Ascend puts the current market share of leased aircraft at approximately 40% and forecasts it to grow to over 50% by The inherent flexibility of leasing provides airlines with a technology hedge and allows them to balance their fleets with the mix of owned and leased aircraft that best suits their particular business model and growth plans. The growth of operating leasing has also been driven by a number of other factors including restricted access of airlines to traditional lending sources as a result of the recent global recession as well as the Outlook We believe that 2013 will see a return to moderate growth and marketplace stabilisation. This stability will aid airlines to move forward with plans to re-fleet with new and newer aircraft in order to manage stubbornly high fuel prices. With a continued constriction of capital and a pull-back by some traditional lending resources for airlines, we see leasing and purchase leaseback transactions as increasingly attractive to operators looking to re-fleet or indeed expand in the coming year. AWAS' strong access to capital means we are well positioned to take full advantage of the more benign market conditions forecast for the year ahead and beyond. AWAS expects to substantially grow its overall asset base as a result of our new order pipeline with Boeing and Airbus as well as the significant equity available to us for investment in secondary aircraft acquisition channels. margin) in The Conference Board, an international research agency, is predicting 1.3% growth for the global economy in 2013, compared to an observed 1.2% in This slight increase is largely due to the Eurozone sovereign debt crisis and its strong negative impact on lending in that region. The implementation of the Basel III accords from January 2013 onwards could also further constrain lending to airlines, moving additional volume toward leasing options. In order to further prepare for future growth, AWAS launched a major cross-company effort to drive process efficiencies in 2012: the Stratos Programme. The programme has already delivered tangible benefits in the form of quicker time to market by our Eurozone, which is expected to return to very slow growth of 0.2% after a 0.6% contraction in In the medium term, the organisation also expects the U.S. and other advanced economies to help close output and consumption gaps. originations teams, reduced duplication of effort across the business, enhanced quality, and repeatable results. Aviation fuel is the single highest cost factor for an airline today, and the price continues to rise. According to IATA the cost of jet fuel in 2013 will increase by an additional 3% over 2012 and its impact on the airline industry will add over $6bn in incremental cost. This will drive airlines toward the acquisition of replacement aircraft to achieve fuel and overall operational efficiencies. AWAS is very well positioned to assist in this regard due to our pipeline of fuel-efficient, modern aircraft

9 Financial Overview OPBT (USD $M) FYE 2012 FYE 2011 Net profit CONSOLIDATED COMPREHENSIVE INCOME DATA (USD $M) FYE 2012 FYE 2011 Total revenue Depreciation (321.6) (258.0) Gain/(loss) on disposal of aircraft (0.9) 8.8 Loss on transfer to held-for-sale (8.8) 0.0 Aircraft maintenance expense (26.0) (19.9) General and administrative expenses (86.7) (67.1) Results from operating activities before impairment Impairment (62.3) (23.1) Add back Tax Impairment Internal interest on shareholder loans Unrealised (loss)/gain on the fair value of derivatives Operating profit before Tax Total revenue OPBT margin 30% 26% Results from operating activities Net finance costs (304.9) (273.8) Tax expense (23.6) (18.4) Profit Total other comprehensive income Simon Glass AWAS generated Results from operating activities before impairment of $552.6m (2011: $441.1m) an increase of 25.3%, with overall profit for the year increasing to $161.8m from $125.8m in the prior year. AWAS' Operating Profit Before Tax (OPBT) of $297.0m, measured by Profit before Tax and Impairment excluding internal interest, other expenses and fair value on derivatives (MTM), represented a substantial increase on the prior year figure of $202.9m. The OPBT margin was 30% (2011: 26%). AWAS ended the year with total cash and cash resources of $677.2m which represents a decrease of $7.4m (2011: $684.6m), mainly reflecting our contribution to aircraft acquisition during the year. Operating Profit Before Tax (USD m) $300 $250 $200 $150 $100 $50 $

10 Revenues Total revenue increased by 28.2% to $996.6m for 2012 (2011: $777.3m), driven primarily by an increase in lease revenue as detailed below. Lease revenue increased to $952.2m for 2012 (2011: $774.0m) due to the impact of additional revenue from the purchase of aircraft and the release of maintenance advances as a result of a change in accounting estimate; this was offset by lower revenue following aircraft sales and transitions. The change in the accounting estimate allowed for an additional release of maintenance advances of $58.2m bringing total such releases to $106.3m for 2012 (2011: $41.3m). Amortisation associated with lease incentive assets decreased to $32.7m for 2012 (2011: $36.2m). Other income increased to $44.4m for 2012 (2011: $3.3m), due primarily to the novation of forward order aircraft, sale of claims, and a gain on engine and spare part sales. Expenses Expenses for 2012 increased by 32.1% to $444.0m (2011: $336.2m). Depreciation increased in 2012 to $321.6m (2011: $258.0m), due mainly to increased charges relating to aircraft acquisitions and changes in residual values. There was a loss on the disposal of aircraft in 2012 of $0.9m as opposed to a gain of $8.8m in A loss of $8.8m was recognised on two aircraft held-for-sale during 2012 (2011: nil). During 2012, we disposed of 26 aircraft which consisted of 21 sales and five consignments (2011: six sales and four consignments). Aircraft maintenance expenses increased to $26.0m in 2012 (2011: $19.9m). This was due to increased costs associated with early terminations and releases of aircraft in General and administrative expenses increased to $86.7m for 2012 (2011: $67.1m), due to increased general overhead costs, one-off project costs and additional costs for share based payments and retention plans. Results from Operating Activities Before Impairment and Results from Operating Activities Results from operating activities before impairment increased by 25.3% to $552.6m for 2012 (2011: $441.1m). In 2012, we recorded a non-cash asset impairment charge of $62.3m relating to the deterioration in the expected recoverable amounts for certain aircraft (2011: $23.1m). Results from operating activities increased to $490.3m for 2012 (2011: $418.0m). Finance Costs Net finance costs increased by 11.3% to $304.9m for 2012 (2011: $273.8m). This increase is due to higher interest charged on higher loan balances, the acceleration of imputed interest as a result of the repayment of certain interest free shareholder loans subsequently reinvested in the business as a further interest free shareholder loan, offset by lower financing fees amortisation. 16 Profit Profit after tax for 2012 was $161.8m (2011: $125.8m). In 2012 the tax expense was $23.6m (2011: $18.4m). The effective tax rate for 2012 was 12.7% (2011: 12.8%). Other Comprehensive Income Other comprehensive income was $6.2m for 2012 and relates to the fair value of assets available-forsale net of deferred tax for the year ended 30 November Statement of Financial Position and Cash Flows Total assets increased to $9,214.4m as at 30 November 2012, from $7,804.3m as at 30 November This increase was due primarily to the acquisition of 44 aircraft during the year. There are currently 241 aircraft (2011: 223) in the fleet. 17

11 Cash flows from operating activities were $946.4m, (2011: $802.9m). This is due primarily to changes in operating assets and liabilities (working capital) which contributed to the increase in net cash from operating activities for Net cash used in investing activities was $1,873.8m in 2012 (2011: $1,279.8m). Capital expenditure for 2012 was $1,492.8m (acquisition in property, plant and equipment and acquisition of interest in aircraft), which related to the purchase of 44 aircraft (2011: $1,013.5m total purchased: 30 aircraft). Proceeds from sales of 26 aircraft for 2012 increased to $143.5m (2011: $16.9m). Deposits paid for aircraft have increased to $469.2m for 2012 (2011: $361.1m). Cash flow from financing activities for the year ended 30 November 2012 was a net cash inflow of $869.6m (2011: $438.8m), due primarily to increased funding received for aircraft acquisitions during Our cash and cash equivalents, net of restricted cash, at the end of 2012 was $536.4m (2011: $594.2m). This movement was due mainly to capital expenditure on the acquisition of aircraft and interest in aircraft during the year ended 30 November Liquidity and Capital Resources Historically, we have financed our operations through a mixture of equity and debt, comprising lines of credit, loan facilities and Senior Secured Notes. Our thirdparty indebtedness increased to $5,294.2m at the end of 2012 (2011: $4,138.3m). Our total equity increased to $2,842.2m at the end of 2012 from $2,507.3m as at 30 November Our Debt to Equity ratio was 1.9:1 at the end of 2012 (2011: 1.7:1). sources of liquidity mentioned above, together with cash generated from operations, will be sufficient to operate our business and repay our debt maturities for Since acquiring AWAS, our shareholders have invested over $2.7bn in AWAS and have chosen to maintain and grow their investment rather than to realise any returns in the form of either cash interest or dividend payments. In 2012 the total share capital in AWAS increased to $1,723.2m following the conversion of $800m of interest free shareholders loans to share capital. Additional Paid In Capital was $541.1m as at 30 November 2012, which relates to interest free loans from Carmel Capital which are repayable, to the extent outstanding, from 2058 to The interest free loans have been recorded at their fair value and the difference between their face value and fair value is reflected as a credit to other reserves, representing a contribution from the shareholder. Risk Management The principal risks facing the business are set out in note 24 of the consolidated financial statements. Signed Simon Glass Chief Financial Officer May 2013 Medium & Long-term Debt (USD m) Total Equity (USD m) $3,000 $5,600 $5,200 $4,800 $2,500 $4,400 $4,000 $2,000 $3,600 $3,200 $1,500 $2,800 $2,400 $2,000 $1,000 $1,600 $1,200 $500 $800 $400 $0 $0 Our estimated purchase commitments for predelivery payments in 2013 are $294.0m. We plan to finance the remaining deliveries through operating cash flows and by incurring additional debt to already contracted debt facilities. We believe that the Ray Sisson and Simon Glass 18 19

12 Corporate Social Responsibility. The people at AWAS share an ingrained belief in Corporate Social Responsibility and they continued their support of worthy local and global causes during ORBIS and AWAS: Pulling together to battle sight-related illnesses Established in 2005, ORBIS Ireland is focused on one major project; to eliminate trachoma a highly prevalent and life destroying, blinding disease in some of the poorest regions of southern Ethiopia began with AWAS hosting the AWAS Ball in aid of ORBIS for the fifth consecutive year. The ball coincides with the very well attended annual Air Finance Conference in Dublin. This event raised over 130,000 for ORBIS with AWAS covering the full cost of the ball allowing all contributions to go directly to support the vital work of the charity. Further support from AWAS during the year came when, for the third year in a row, we entered a 25 strong team in ORBIS Ireland s Plane Pull event. The event involves teams pulling a freighter aircraft at Dublin airport and has raised more than 40,000 in recent years. AWAS is proud to support ORBIS. The work that they do is truly remarkable and meaningful. Recently I had an opportunity to tour ORBIS flying air hospital that visits the neediest and performs sight saving procedures. The experience reinforced for me the importance of the cause as well as how well organised ORBIS is in combating sight-related illnesses throughout Africa. Ray Sisson, President & CEO AWAS. For more information on the organisation and how to help: Fighting breast cancer in Ireland Breast Cancer Ireland is a charity established to raise funds to support research into this devastating disease. In 2012 AWAS employees held a number of fundraising events, including auctions of merchandise, raffles, and several casual days across our global offices for this crucial cause. Supporting children and families affected by neurological disorders The Jack & Jill Children's Foundation provides nursing care and support for children in Ireland with severe neurological development issues, as well as offering some respite to the parents and families. AWAS employees held a raffle to secure donations that were matched by the company

13 Environmental Responsibility AWAS is committed to environmental responsibility as an integrated element of our business strategy. This applies both within our business as well as in every region we serve. It is, therefore, extremely important that we are able to offer airline customers some of the most fuel-efficient and cost effective aircraft available today. Our policy is to work with airlines to evaluate their current fleets and aircraft types and ensure that they have the most fuelefficient aircraft to meet their individual needs. This enhances AWAS' ability to deliver tailored solutions to customers which simultaneously address environmental and cost-performance issues. in the AWAS fleet, firm plans are in place for the acquisition of retrofit winglet kits for 4 of those aircraft. The resulting fuel savings realised by our customers total up to 130,000 gallons and a corresponding CO 2 saving up to 1,374 tons per aircraft per year. Airbus has developed its Sharklet system which can save airlines up to $270k on fuel per aircraft each year along with several performance and maintenance benefits. Importantly, Sharklets will also save up to 730 tons in CO 2 emissions annually per aircraft. Aircraft Recycling AWAS has adopted a comprehensive and responsible end-of-life strategy for all its aircraft. We work directly with our customers and industry partners to recycle end-of-life aircraft to reduce waste while maximising the remaining value of the airframe, engine, and all core systems. Engines, landing gear and auxiliary power units (APUs) from disassembled aircraft are, where possible, put to use elsewhere within the AWAS fleet to avoid expensive overhauls. Alternatively, engines are disassembled and the parts sold to third parties through consignment partners. Disassembled airframe components including the APU, landing gears, avionics, actuators, flight control surfaces and interiors are sold on a consignment basis. AWAS works to identify opportunities to achieve optimum returns in the shortest period. The fuselage is cut into pieces and the various metals are recycled for future use. Our ongoing environmental responsibility In February 2012 AWAS reached agreement with initiatives include: Airbus to offer the ability to deliver sharklets on all A320 aircraft from May 2013 onwards. The first Reduction of Fleet Age Aircraft manufacturers continue to improve fuel sharklet-equipped AWAS aircraft will deliver to Spanish airline Vueling in May efficiency and to reduce emissions generated by their aircraft. The new aircraft which comprise our pipeline will consume up to 20%* less fuel than existing models. In 2012 AWAS reduced the average age of its fleet to 5.8 years from 6.9 years (end of 2011). This level will continue to fall as new pipeline aircraft are delivered from Airbus and Boeing and the divestment programme for older assets continues. *Source: Boeing Commercial Airplanes Engine manufacturers are continually improving the fuel efficiency of their engines and AWAS' Technical and Asset Management team ensures that our fleet is among the first to receive the most advanced, upgraded components. All new AWAS IAE equipped aircraft are delivering with the V2500 SelectOne engines. CFM s CFM56-7BE and CFM5-5B PIP engines were delivered on all AWAS pipeline 737NGs and CFM equipped A320s during Decreasing Emissions While Enhancing Fleet Fuel Efficiency These engines deliver a fuel consumption saving of between 0.5% and 1% as a result of a range of technological advances within the engines. AWAS actively seeks to increase average fuel efficiency across its fleet. The use of advance winglets on a Boeing 737NG aircraft can reduce fuel consumption by as much as 5%. As of the end of November 2012, AWAS had 59 of these advanced aircraft, a full 89% of AWAS 737NG fleet. Additionally, of the 7 non-winglet equipped 737NGs 22 23

14 AWAS' People Contributing to Growth and Enhanced Productivity A key strength of our business is the in-depth industry expertise of our people and their dedication to our customers. This is why we consistently develop programmes to assist our employees to increase their expertise and take on new responsibilities and projects. This upskilling pays significant dividends to both AWAS and our employees who gain in expertise as well as potential career advancements. During 2012 these programmes involved 204 training events, approximately 1.6 courses per person over the year where employees took professional courses as part of their personalised AWAS development plan. Additionally, more than 15% of our employees took part in advanced education to improve their skillset and enhance their career opportunities. In 2012, AWAS launched the Stratos programme, a cross-functional, integrated process efficiency effort to help streamline decision-making, speed time to action, and minimise duplication of effort. The overall goal of Stratos is to prepare our organisation for planned future growth while minimising additional resource requirements. Steven Webber and Ryan Selwood Board Governance and Committees The Board of Directors of AWAS Aviation Capital Limited, the holding company of the AWAS Group, meets in Dublin approximately every other month. The Board of Directors is chaired by Dr. Werner G. Seifert and the remaining directors (as at year-end 2012) were: Mr. Daniel Bunyan, Mr. Simon Glass, Mr. Hafiz Lalani, Mr. Lorenzo Levi, Mr. Riaz Punja, Mr. Ryan Selwood, Mr. Raymond C. Sisson, Mr. Steven Webber and Mr. Angus Williamson. Directors profiles Dr. Werner G. Seifert (Swiss) Appointed April 2008 Non-executive Chairman Dr. Seifert joined AWAS in April 2008 as Chairman of the AWAS Board of Directors. During the course of his extensive career, Dr. Seifert held the position of Chief Executive of Deutsche Börse AG for 12 years. Prior to this, Dr. Seifert was General Manager and a 24 member of the Senior Management Board of Swiss Re and Chief Executive Officer of Swiss Re Beteiligungen AG. Before that, he was a partner with McKinsey & Company. Mr. Daniel Bunyan (Canadian) Appointed October 2010 Executive Director Mr. Bunyan is Chief Investment Officer of the AWAS Group. Prior to joining AWAS he founded a boutique aviation consultancy that helped airlines reduce costs and improve operations. He was also previously Chief Commercial Officer at AVEOS, an aviation maintenance, repair and overhaul (MRO) company. He also spent 10 years at Oliver Wyman Management Consulting (formerly Mercer Management Consulting) in their aviation practice where he was a partner and director based in Montreal. 25

15 Mr. Simon Glass (British) Appointed February 2011 Executive Director Mr. Glass is the Chief Financial Officer of the AWAS Group. Mr. Glass has over 25 years international business experience in banking and financial services. Before joining AWAS, Mr. Glass was Deputy Group Finance Director of the Royal Bank of Scotland Group PLC. Prior to that Mr. Glass held a number of senior finance positions within the global banking industry. Mr. Hafiz Lalani (Canadian) Appointed February 2011 Non-executive Director Mr. Lalani is a Principal within the Principal Investing Group at CPPIB and is based in Toronto. Prior to joining CPPIB in February 2006, Mr. Lalani worked in the Technology, Media & Telecom investment banking group at CIBC World Markets in Toronto where he was involved in the analysis and execution of capital markets and M&A transactions across Canada. Mr. Lalani is also a board member of Livingston International. Mr. Lorenzo Levi (Italian) Appointed April 2008 Non-executive Director Mr. Levi is an Operational Managing Director with Terra Firma Capital Partners. He has been closely involved in the AWAS business since its acquisition by Terra Firma in Mr. Levi has been with Terra Firma since 2002 focusing on operational and commercial due diligence for new deals as well as the implementation of operational and strategic agendas in portfolio companies. Prior to joining Terra Firma, Mr. Levi was Director of Corporate Development and Ventures in Europe for Nortel Networks. Mr. Riaz Punja (British) Appointed January 2011 Non-executive Director Mr. Riaz Punja has been the CEO and major shareholder of Vancouver based residential property developer Forest Gate Homes since Mr. Punja joined Terra Firma Capital Partners in 1998 and was a Financial Managing Director with the company between 2004 and 2008 with primary focus on the media and entertainment sectors. Prior to joining Terra Firma he was a member of Nomura International s Risk and Exposure and Capital Committees. Mr. Punja began his career with Arthur Andersen before moving on to Babcock International PLC and then CS First Boston Limited. Mr. Ryan Selwood (Canadian) Appointed July 2012 Non-executive Director Mr. Selwood is a Senior Principal at the CPP Investment Board in their London offices and leads CPPIB s direct private equity activities in Europe. Prior to joining the CPP Investment Board in July 2006, Mr. Selwood was a Vice-President at Merrill Lynch & Co. in the Financial Institutions Group in the Investment Banking Division in New York and Toronto. Mr. Selwood holds his MBA and law degrees from York University and a BA from the University of Western Ontario. Mr. Selwood also serves on the board of directors of Dorna Sports S.L. Mr. Raymond C. Sisson (US) Appointed August 2010 Executive Director Mr. Sisson is President and Chief Executive Officer of the AWAS Group. Mr. Sisson has extensive experience in the aviation industry across international sales, marketing, operations, finance and legal disciplines. Mr. Sisson began his aviation career in 1991 as a corporate lawyer specialising in aircraft finance. He moved to GE Capital Aviation Services in 1995, where he spent thirteen years in a variety of roles including Vice President and Legal Counsel; Senior Vice President, Sales & Marketing Asia/Pacific; and Senior Vice President & Region Manager Middle East, Africa & Russia/CIS. In October 2008, Mr. Sisson became President and CEO of Titan Aviation Leasing Ltd. Prior to his appointment at AWAS, he held the position of Chief Commercial Officer of SR Technics in Zurich, Switzerland. Mr. Steven Webber (British) Appointed December 2011 Non-executive Director Mr. Webber is a Financial Managing Director with Terra Firma Capital Partners having joined PFG, the forerunner to Terra Firma, in 1996 following his graduation from the University of Reading with a Masters degree in International Securities, Investment & Banking. Mr. Webber has worked on some of the firm's most successful investments including transactions as diverse as Annington Homes, Tank & Rast, and the group s pub businesses. More recently, Mr. Webber worked on the AWAS deal and the acquisition of Pegasus by AWAS, and has focused on the leisure, leasing and transportation sectors. Mr. Angus Williamson (Australian) Appointed November 2008 Executive Director Mr. Williamson is Head of Risk Management of the AWAS Group having joined the company in April He has over 18 years experience in the commercial aviation industry having worked in the air transport consulting environment and was previously with aircraft leasing company, AerCap, where he held the positions of Head of Global Risk and Head of Asset Investment. Committees of AWAS Aviation Capital Limited The Board has established an Audit Committee, a Finance Committee and a Nomination and Remuneration Committee. Current Members Board Audit Finance Nomination & Remuneration Werner Seifert P P P P Daniel Bunyan P Simon Glass P Hafiz Lalani** P Lorenzo Levi* P P P P Riaz Punja P Ryan Selwood** P P P P Raymond C. Sisson P P P Steven Webber* P P P P Angus Williamson P Eric Silber** *Employed by Terra Firma Capital Partners Limited ** Employed by CPPIB Alternate Director to Mr. Selwood and Mr. Lalani 26 27

16 On 15 December 2011 Julie Kay Williamson to make decisions on behalf of the Board to review the effectiveness of internal control matters it deems appropriate to submit to the resigned as a director of the Company and Steven regarding the appointment of the external policies and to seek regular assurance Board; Webber was simultaneously appointed as a director of the Company. On 6 July 2012 Robert Barr and James Fasano resigned as directors of the Company and Nils Steinmeyer and Ryan Selwood were simultaneously appointed as directors of the Company. On 28 November 2012 Nils Steinmeyer resigned as a director of the Company. Audit Committee The Charter of the Audit Committee provides that the Audit Committee may have up to four members. The Audit Committee is elected by the Board. It is currently chaired by Mr. Webber and the other members are Mr. Levi, Dr. Seifert, and Mr. Selwood. The Audit Committee meets as often as its members deem necessary, but in any event no less than twice a year; a quorum is two members. It is responsible for ensuring that the internal and external audit processes are carried out in the best interests of the auditor of the Company and any questions of its resignation or dismissal and to make decisions on behalf of the Board regarding the amount of fees paid to the Company s auditor; to discuss with the Company s and the Group s external auditors before the audit commences, the nature and scope of the audit, to review the audit plan and to ensure co-ordination where more than one audit firm is involved; to review with the Company s and the Group s external auditors, the interim (if any) and annual financial statements of the Company and the Group before submission to the Board, focusing particularly on any changes in accounting policies and practices or major judgement areas; significant adjustments resulting from the audit (at year-end only); the going concern assumption; compliance with accounting standards; and compliance with legal requirements from management that will enable the Audit Committee to satisfy itself that the system is functioning effectively in managing risks in the manner which it has approved and to report its findings to the Board; to decide on the implementation of the Group s internal audit program and, in such case, to ensure co-ordination between the internal and external auditors and ensure that the internal audit function is adequately resourced and has appropriate authority and standing within the Company and the Group; to consider the major findings of the internal and external audits and the Management s response and to take all necessary steps to clarify all to submit to the Board any recommendations with respect to internal controls and to make recommendations with respect to the Company s financial statements (audited and unaudited) if necessary; to submit to the Finance Committee its recommendations on the management of foreign exchange, interest rate, credit and other financial risks if deemed necessary; to review compliance with tax legislation and to consider actual or potential tax liabilities of the Group and to review tax planning for the Group; and to appoint outside advisers as it deems necessary. Company s shareholders, creditors, employees and customers. to discuss with the Company s and the Group s external auditors any problems or reservations The Audit Committee has the unrestricted right to obtain information for this purpose from any source within the Group. It reports to the Board, which retains full responsibility for the oversight of the Company s (unconsolidated and consolidated) financial statements and of the Group s financial reporting requirements and obligations. The specific duties and responsibilities of the Audit Committee include: arising from the interim review and final audit and any other matters the external auditors may wish to discuss; to review the Company s and the Group s external auditors management letters, if any, and the Management s response; to recommend to the Board appropriate policies of internal control; to advise the Board on the implementation of policies on risk and control and to ensure that a suitable system of internal control for the implementation of such policies is formulated, operated and monitored; 28 29

17 to advise the Board on and monitor a suitable acquisition and divestiture of material corporate performance-related formula for the Group premises, whether of a purchase, lease, or other overall. The goal of such a formula should contractual nature; and be to create rewards which are justifiable in terms of the Group s own performance and the corresponding returns on the shareholders investment over the same period; submitting recommendations on matters to be decided or approved by the Board (generally on the basis of proposals to the Finance Committee by the CEO and/or the Management, as the case to provide an objective and independent may be). assessment of any benefits granted to Directors; and to ensure that the pension arrangements throughout the Group are appropriate, well supervised and conform to applicable law. Finance Committee In addition, the Finance Committee is specifically charged with deciding the following matters, based on proposals by the CEO and/or Management: raising of external financing by the Company and/ or the issuance of guarantees by the Company in amounts above the limits delegated The Finance Committee may comprise up to six to Management; Riaz Punja, Angus Williamson and Daniel Bunyan Nomination and Remuneration Committee The Nomination and Remuneration Committee may comprise up to six members, and a quorum is two members. The Chairman of the Nomination and Remuneration Committee is Dr. Seifert and the other members are Messrs. Levi, Selwood, Sisson, and Webber. The Nomination and Remuneration Committee may meet as often as its members deem necessary but in any event, at least once a year. The Nomination and Remuneration Committee is responsible for recommending to the Board the appointment of Committee members, ensuring that Directors and Management are fairly rewarded for their contributions to the Group s performance, ensuring that their remuneration is fixed or approved by individuals not directly receiving such remuneration (and who will therefore give due regard to the ultimate interests of the shareholders and the financial interests of the Company) and administering any incentive plans within the AWAS group of companies. The specific duties and responsibilities of the Nomination and Remuneration Committee include: to establish criteria to be used in selecting Directors. Such criteria may be established in consultation with the entire Board, with the CEO or with other members of Management; to authorise, as and when requested to do so by the Board, searches for the selection of Management and Directors and to engage the services of executive search firms or consultants to assist in this process; to approve the remuneration of the executive Directors and of Management and any adjustments to such remuneration. The remuneration packages are to commence with a base salary and may also, at the discretion of the Board, include a performance-related element; to elaborate incentive and remuneration plans to be applied within the Group; directors, and a quorum is two members. Dr. Seifert chairs the Finance Committee and the other members are Messrs. Levi, Selwood, Sisson, and Webber. The Finance Committee may meet as often as its members deem necessary. The powers of the Finance Committee include the establishment of a Group financial strategy and the general guidelines and policies for implementing the strategy. This includes: financial and investment policy, including the capital structure of Group companies and the payment of dividends; the management of foreign exchange, interest rate, liquidity and other financial risk; the management of credit risk and implementation of credit policies (where appropriate); participation and acquisition/divestiture policy, including the acquisition and sale of individual participations of strategic importance; communication policy regarding the financial press, the financial community and shareholders; approval of investments or divestments within the Group, insofar as they reflect a capital commitment or sales proceeds in excess of certain delegated amounts; granting of securities, guarantees and indemnities (or any other form of contingent commitment) by the Company on behalf of third parties outside the ordinary course of business; and approval of certain investments or divestments within the Group. The Finance Committee is also charged with reviewing, in conjunction with the Audit Committee, tax planning for the Group. Any matter decided by the Finance Committee within the limits of authority delegated to it generally does not require ratification by the full Board. However, the Finance Committee may seek ratification from the full Board of any decision taken by it, if the Finance Committee determines that such ratification is desirable or appropriate in the circumstances

18 AWAS Compliance Programme AWAS maintains a robust compliance programme designed to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest retaliation and victimisation in the workplace. Violation of these policies can subject an employee to disciplinary action, up to and including termination of employment. The Code of Conduct requires employees to report to their manager, a Human Resources representative or the General Counsel any conduct of which they become aware that may violate the Code of Conduct or applicable law, and employees are Terra Firma and CPPIB receive formal weekly reports that contain current information typically provided to a shareholder and have regular and substantial informal contact with AWAS management. Neither Terra Firma nor CPPIB act as guarantor with between personal and professional relationships; fair and accurate reporting of financial information in accordance with applicable requirements; compliance with applicable laws, rules and regulations that affect AWAS as an aircraft owner, trader and lessor and as a global employer; the safeguarding of corporate assets and the proper use of proprietary and confidential information; the prompt internal reporting of violations of legal or regulatory requirements or other AWAS policies regarding ethical conduct; and accountability for adherence to these principles. It is AWAS' policy to comply (and to require compliance by its employees) with all applicable laws and regulations (including applicable anti- In furtherance of these principles, AWAS maintains a Code of Conduct which is made available to all employees on AWAS intranet portal. In addition, each employee is provided with a copy of the Code of Conduct at the commencement of employment and is asked to certify familiarity with, and agreement to, its terms as a condition of employment. AWAS provides training to its employees in areas that present particular risk to the Company, such as compliance with the Irish Prevention of Corruption Acts ( ), the UK Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the United States Foreign Corrupt Practices Act and various other applicable laws involving export controls and boycotts. protected from retaliation by AWAS resulting from good faith reporting of these possible violations. AWAS also provides a channel of anonymous reporting. Shareholder Oversight AWAS is owned by Carmel Capital Sàrl, which is owned by investment funds managed by Terra Firma Investments (GP) 2 Limited and Terra Firma Investments (GP) 3 Limited, and by CPP Investment Board Private Holdings Inc ( CPPIB ). AWAS considers Terra Firma Holdings Limited, a Guernsey registered company, to be the ultimate parent company and Guy Hands to be the ultimate controlling party. respect to any of the Company s obligations and all corporate decisions affecting the Group are made by the Company and, where appropriate, the Board or governing body of the relevant Group affiliate. Since the acquisition of AWAS, our shareholders have invested over $2.7bn in AWAS. No cash interest or dividend payments have been made by AWAS to our shareholders since the date of such acquisition. bribery, antitrust and anti-money laundering laws). As an employer, AWAS is also committed to opposing and eliminating unlawful discrimination, 32 33


20 Contents Directors and other information Directors' and other information 37 Directors report 38 Statement of Directors responsibilities 40 Independent Auditor s report 41 Consolidated statement of comprehensive income 43 Consolidated statement of financial position 44 Consolidated statement of cash flows 45 Consolidated statement of changes in equity 46 Notes to the consolidated financial statements 47 Unaudited Pro-forma condensed financial information 90 Directors Registered office Werner Seifert Swiss citizen (Irish resident) Raymond C. Sisson US citizen (Irish resident) Simon Glass UK citizen (Irish resident) Lorenzo Levi Italian citizen (UK resident) Daniel Bunyan Canadian citizen (Irish resident) Angus Williamson Australian citizen (Irish resident) Hafiz Lalani Canadian citizen (Canadian resident) Riaz Punja UK citizen (UK resident) Steven Webber UK citizen (UK resident) Ryan Selwood Canadian citizen (UK resident) 70 Sir John Rogerson s Quay Dublin 2 Secretary Matsack Trust Limited c/o Matheson 70 Sir John Rogerson s Quay Dublin 2 Independent auditor KPMG Chartered Accountants 1 Harbourmaster Place IFSC Dublin 1 Principal bankers Citibank N.A. New York 21st Floor Zone Wall Street New York, NY Solicitors Matheson 70 Sir John Rogerson s Quay Dublin

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