### BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, DC

) Application of ) ) Docket No. OST

- 2013

- 0204 NORWEGIAN AIR INTERNATIONAL ) LIMITED ) ) for an exemption under 49 U.S.C. § 40109 ) and a foreign air carrier permit pursuant to ) 49 U.S.C. § 41301 (US

- EU Open Skies) ) )

ANSWER OF EUROPEAN COCKPIT ASSOCIATION TO APPLICAT I ON OF NORWEGIAN AIR INTERNATIONAL LIMITED FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

The European Cockpi t Association is the official Social Partner of the European Union

and it representing 38,000 European professional flight crew in 38 European Co untries

. The European Cockpit Association (ECA ) opposes Norwegian Air International

Limited ’s (NAI) application for an exemption and a foreign air carrier permit. N AI

which refer s to itself as an Irish carrier is an affiliate of two Norwegian airlines:

No rwegian Air Shuttle (NAS) and Norwegian Air Shuttle Long Haul (NLH).
During the last two years NAS has repeatedly tested the boundaries of the Norwegian
and EU legislation on individual and collective labor rights. In its latest move, NAS has

set up a corporat ion in Ireland with the aim of granting it the status of an airline that
would operate transat lantic flights with contracted European pilots recruited in

### Singapore and based in Thailand. This move appears to many observers as an attempt

to engage in social dumping at the expense of EU member states and any states NAI

ma y operate to or from

. W e recommend the US Department of Transport ation not grant
an exemption nor a foreign air carrier permit to NAI. NAI’s organizational set

- up

would risk undermin ing the fair competition conditions i n the EU

- US aviation market
and undermine the working conditions of its workers

.

BACKGROUND
Norwegian Air Shuttle (NAS) has been using loopholes in EU and national
legislation for several years that can easily result in the avoidance of obligations in EU

social and labo r legislation . The airline has also reported to having recruited a large
number of contractors to fly its European and intercontinental routes

. Not only would
this method of engaging workers effectively fragment their ability to associate and
bargain collectiv ely, but ECA also believes it would fragment the safety culture of an
airline by diluting lines of accountability and responsibility

. Such an outcome is clearly
not in the public interest

. In January 2012, NAS set up a fully owned subsidiary

– NLH

- to operate long haul
flights . The first flights of the company between Oslo and Stockholm to Bangkok and

New

- York were launched at the end of May 2013 1



### . The company is set up in a way that

1 See HSBtransport

- Norwegian_Flash_23May_2013

### de facto prevent s the NLH pilots from being covered by the collective labor agreement

covering NAS pilots.

N LH is leasing Irish registered aircraft and has requested an exemption from the
Norwegian CAA to use IE registered aircrafts under a Norwegian AOC. Th is is an
exceptional procedure in Norway to fill the gap between the time when a company
purchases foreign registered aircrafts and the time when the company receives the new
registration numbers in accordance with its AOC. So far the application for the AOC

has twice been rejected by the Irish authorities due to ‘ incomplete paperwork ’

.
Back i n January 2013 NLH ha d requested that the Norwegian government to amend its
immigration law to enable the recruitment of non

- EU crew to fly onboard Norwegian
registered aircraft 2



### . Following the Norwegian Government ’s decision to stick to current
legal requirement s , NAS CEO, Mr. Bjørn Kjos annou nced that NAS w ould move its
long haul operations to a different Member State. Further , it was announced that NAS

would register a new subsidiary in Ireland and carry out its operations from there.

The granting of an AOC in Ireland and the subsequent permission to operate in the US
as a foreign carrier would therefore have the effect of undermin ing Norway’s legislation
governing social security and pension systems as well as n ational labor and
immigrations law s and have a negative impact on labo r (including American pilots)

.

2 See attachment : ECA_Letter_Ministry_of_Labour_Norway_13_0109_F

### ARGUMENT

I

- Norwegian Air Shuttle International has no Irish Air Operat or C ertificate

On April 3 rd 

### 2013 , NAS established Norwegian Air Shuttle International in Ireland

. However, the company has yet to receive an operating certificate from the Irish

Aviation Authorities

. In order to get an operating license in a n EU Member State, airlines need to satisfy the

conditions as laid down by regulation 1008/2008 of the European Parliament and of the

Council . The competent licensing authority is located in the country where the airline
satisfies the requirements of regulation 1008/2008, which include that the airline s hould
have its principal place of business in this country. The principal place of business
means the head office or registered office of a Community air carrier in the Member
State within which the principal financial functions and operational control, in cluding
continued airworthiness management, of the Community air carrier are exercised.

Wh en looking at the structure of NAI , its 3 Directors are either resident s or Norway or

Sweden , who are affiliated with NAS, while its secretariat is managed by a n in

- house

secretary company 3 

### where NAI is officially registered ( Norwegian Air International

Limited

– 70 Sir J ohn R ogerson’s Quay Dublin 2) 4



### . Furthermore the above mentioned

NAS

- affiliated Directo rs have an active role in the managemen t of NAS Norway

.

3 See document ‘Key_company_details’

4 See document ‘Application_to_incorporate_a_company’

### Against this background, i t would seem more appropriate for NAI to request an AOC

in Norway where NAS has its headquarters and is principal place of business.
Consequently, and to comply with regulation 1008/2008 NAI should register its aircraft
in Norway.

In the absence of a clear fulfillment of EU o bligations regarding the granting of an AOC

and considering that the NAI doesn’t yet have an Irish AOC , the European Cockpit

Association opposes Norwegian Air International Limited ’s (NAI) application for an
exemption and a foreign air carrier permit.

II

- Norwegian Air Shuttle International recruitment of staff in Asia
Background
NAI and NLH are recruiting cabin attendant s in Thailand and pilots in Singapore for its
Singapore base. NAS LH Singapore has started to recruit B787 pilots (captains, co

- pilots
and relief captains) to fly out of Bangkok. Recruitment ads require the pilots to have a

JAR/EASA license and to have a Eu ropean citizenship 5 

### . The individual pilots’ contracts
are to be governed by Singapore law 6



### . Foreign employees, working for a Norwegian
company in Norway, need a work permit granted by the State. Th is is also applicable to
foreigners working on a Norwegian registered aircraft. NAS, however, claims the 787

5 See document ‘recruitment_add_NLH’

6 See document ‘ NAI_Singapore_Employment_Contract

### pilots are not working for a Norwegian company in Norway because the aircraft are

registered in Ireland and the crews are based in Thailand.

Employment agreement

The employment agreement is signed betwee n a pilot refe r red to as the ‘employee’ and
a contracting agency ‘Global Crew Asia pte. Limited’ referred to as the ‘employer’ to
provide services to the employer ’ s client . The agreement defines the client as follow s : the ‘Client’ means the Employer’s client airline Norwegian Longhaul Singapore Pte.
Limited based in Singapore. We believe that the plan is that pilots covered by contracts

such as these would work onboard NAI ’ s aircr aft. It is not clear how , and under which
employment regime, pilots recruited for a Singaporean airline would be permitted to fly

for NAI , an Irish registered com pany.

Official base vs. e ffective base
NAI pilots may be entitled to ‘extended lay over’ which would include weekly rest days
(§5.3 of the employment agreement ). This is not a common practice and it seems that it

can be used to circumvent /avoid the effective basing of the pilots (European citizen s as
per recruitment) in Bangkok. In practice it means that pilots may actually live in
Europe, carry out their duties from Stockholm or Oslo, be subject to Thai social
legislation (offic ial base) and be entitled to health care in Singapore.

### This raises the concern that in reality Bangkok might be a fictive base that would al low

NAI to circumvent the labo r and social law s of the Scandinavian countries.

Social Dumping : unfair wages and working conditions
By recruiting contracted European pilots in Singapore and contracted Thai cabin crew
at a low wage (USD 500) 7 

### NAI is setting up a complex system which c ould result in the

circumvent ion of the social and labor law s in Norway and in Europe. This would affect
the competition between EU and US carriers and risks exporting EU and global social
dumping practices to the US, thereby affecting US citizens and workers. ECA is

op posing such unfair practices in Europe and does not wish them to spread outside of
Europe.

Difficult access to health care
In the case where pilots are effectively based in Thailand they are still faced with the
problem that they and their families can only receive health care treatments in
Singapore ( including for child birth or surgery that requires regular monitoring and

follow

- up). These conditions are not in accordance with the respect of workers’

funda mental rights and can lead to social dumping . In addition , the recruitment agency
chosen by Norwegian ‘Rishworth Aviation’ advertises: “The launch routes will be from

7 http://www.newsinenglish.no/2013/10/30/norwegian

- air

- faces

- boycott/

### the Scandinavian capitals to New York and Bangkok ” 8



### . However, w hile reading the job

ad vert and trying to get further information on the position, it states that the base is in
Bangkok.

III

- EU

- US Air transport Agreement
When Norway formally acceded the EU

- US air transport agreement it agreed to comply

with the all the provisions of the agreement , including with article 17 on labor matters.
In 2008 and 2009 the European Commission organized two labor forum s to analyze the
potential risks for the labor force in further opening up the aviation market between the
EU and US in terms of ownership and control and market access. In its conclusions the

forum’s report fully noted that in Europe, collectiv e labor rights may be undermined by

further liberalization of the EU

- US Aviation market . During the labor forum, the US

AirLine Pilots’ Association

– and ECA

– war ned against the possibility for social
dumping in Europe to be exported to the US and to affect the working conditions and
labor rights of EU and American worker . NAI is clearly an example of a compan y that

risk s undermin ing the terms of the EU

- US air transport agreement

.

III

- Conclusion
Based upon the fact that Norwegian Air Shuttle International :

- registered in Ireland has not been granted an AOC by the Irish aviation

8 http://www.rishworthaviation.com/Featured/27/boeing

- b787

- pilot

- jobs.aspx

### authorities yet and thereby is not in a position to provide a copy of the

document to the US Department of Transport ation ;

- risk undermining fair competition in the EU

- US aviation market , contrary to the

aim of the EU

- US air transport agreement by

o recruiting crews in Asia to operate flights between the EU and the US that
should properly be employed in the EU and US in order to best respect

fundamental workers ’ rights and to better foster a positive safety cu lture ;

o risk spreading social dumping practices in the operations covered by the

EU

- US agreement ;

T he European Cockpit Association recommends the US Dep ar tment of Transport at ion
not to approve NAI ’s request for an exemption and a foreign carrier pe r mit.

Philip von Schöppenthau Secretary General Eu ropean Cockpit Association (ECA) Rue du Commerce 20

- 22 B

- 1000 Brussels Belgium Phone: 32 2 705 32 93 Fax: 32 2 705 08 77 Email: pvs @eurocockpit.be

Dated: December 17, 2013

### CERTIFICATE OF SERVICE

I certify that I have, on this 17th day of December , 2013, served the foregoing
document on the persons identified below by causing a copy to be sent by electronic

mail:
romanow@pillsburylaw.com peter.nelson@pillsburylaw.com steve.morrissey@united.com dan.weiss@united.com sascha.vanderbellen@delta.com howard.kass@usairways.com robert.wirick@aa.com francis.heil@aa.com rpommer@atlasair.com mlbenge@zsrlaw.com jesse.elliot@faa.gov douglas.schwab@faa.gov nicholas.tsokris@faa.gov jo hn.allen@faa.gov anita.mosner@hklaw.com jennifer.nowak@hklaw.com nssparks @fedex.com gbleopard @fedex.com

u rskr @state.gov dberg@airlines.org jcasey@airlines.org russell.bailey@alpa.org david.semanchik@alpa.org

Philip von Schöppenthau

### CERTIFICATE OF SERVICE

I certify that I have, on this 17th day of December , 2013, served the foregoing
document on the persons identified below by causing a copy to be sent by electronic

mail:
romanow@pillsburylaw.com peter.nelson@pillsburylaw.com steve.morrissey@united.com dan.weiss@united.com sascha.vanderbellen@delta.com howard.kass@usairways.com robert.wirick@aa.com francis.heil@aa.com rpommer@atlasair.com mlbenge@zsrlaw.com jesse.elliot@faa.gov douglas.schwab@faa.gov nicholas.tsokris@faa.gov jo hn.allen@faa.gov anita.mosner@hklaw.com jennifer.nowak@hklaw.com nssparks @fedex.com gbleopard @fedex.com

u rskr @state.gov dberg@airlines.org jcasey@airlines.org russell.bailey@alpa.org david.semanchik@alpa.org

Philip von Schöppenthau

# ab c
Global Research

Long haul risks dissipate We expected Norwegian to be facing considerable execution risk in the launch of its long haul services: delays to the 787 deliveries ha ve necessitated the use of wet-leased A340s and the Norwegian government has been opposing the use of the Thai cabin crew that Norwegian has recruited to staff its 787s. The 787’s grounding has now been lifted and deliveries are recommencing. No rwegian expects its first 787 at the end of June, planning to fly short haul in July and launch long haul in August. The second 787 should be delivered in July. We thus see a reducing impact from wet lease costs. The company has also announced plans to register its 787s in Ireland, which will allow the aircraft to be crewed by the Thai staff. Looking anecdotally at round trip fares for August travel, we see Norwegian selling Oslo-New York for NOK5 ,000-7,000 round trip, compared to SAS selling at NOK7,000-12,000, whilst Norweg ian is selling Stockholm-New York for SEK6,000-8,500, somewhat closer to SAS’ s 6,700-10,000, which is a large but not alarming discount to SAS.
Target price increased to NOK350 Taking account of these developments, we sl ightly reduce our for ecasts for labour and other costs, prompting a 3% increase in FY13 and FY14 EBIT estimates. Feeding this through to our three stage DC F, together with a flow-thr ough increase of forecast mid term EBIT margin to 9.4% (9.2%) we increase our target price from NOK320 to NOK350, retaining an Overweight (V) rating. 

# N orwe g ian Air Shuttle (NAS NO)

OW(V): Long haul risks dissipate

 New York services commence at th e end of May, the first 787 is due for delivery at the end of June; the aircraft will be registered in Ireland and staffed with Thai crew as planned

 Reflecting the dissipa ting long haul executi on risks, we edge our EBIT estimates for FY13 and FY14 higher by 3%

 We raise our DCF-based target price to NOK350 (NOK320), reflecting the raised est imates; remain OW(V) Transport Airlines Equity – Norway 

## Flashnote

23 May 2013
Andrew Lobbenberg* A nalyst HSBC Bank plc +44 207 9916816 andrew.lobbenberg@hsbcib.com

Joe Thomas* A nalyst HSBC Bank plc +44 207 9923618 j oe.thomas@hsbcib.com

Julia Winarso* A nalyst HSBC Bank plc +44 207 9912168 j ulia.winarso@hsbcib.com

Achal Kumar* A nalyst HSBC Bank plc +91 80 30013722 achalkumar@hsbc.co.in
View HSBC Global Research at: http://www.research.hsbc.com *Employed by a non-US affiliate of HSBC Securities (USA) Inc, and is not registered/qualified pursuant to FINRA regulations Issuer of report: HSBC Bank plc 

## Disclaimer & Disclosures This report must be read with the disclosures and the analyst certifications in the Disclosure appendix, and with the Disclaimer, which forms part of it 

## Overweight (V) Target price (NOK) 350.0 Share price (NOK) 285.0 Potential return (%) 22.8 Note: Potential return equals the percentage difference between the current share price and the target price Performance 1M 3M 12M Absolute (%) 12.7 31.4 219.3 Relative^ (%) 6.2 24.9 155.6
Index^ OBX INDEX
RIC NWC.OL Bloomberg NAS NO Market cap (USDm) 1,726 Market cap (NOKm) 10,021 Enterprise value (NOKm) 11,115 Free float (%) 62
Note: (V) = volatile (please see disclosure appendix)2 Norwegian Air Shuttle (NAS NO) Airlines 23 May 2013 

# ab c

Profit forecasts lifted
Norwegian will now be taking delivery of its first Boeing 787 in late June followed by two more this year. The threat from exceptional wet lease costs is easing. The co mpany’s decision to register its first 787s in Ireland and crew the long haul aircraft with its planned Thai crew looks to reduce the risk on labour costs. We consequently make small adjustments to the other cost and labour cost lines of our model, raising EBIT estimates by 3% in FY13 and FY14.

Forecasts changes summary Year to 31 Dec, NOKm 2012 2013e 2014e 2015e 2013e 2014e 2015e 2013e 2014e 2015e Actual Was Was Was Is Is Is Change Change Change Passenger transport 11,201 13,776 17,284 20,045 13,776 17,284 20,045 0.0% 0.0% 0.0% A ncillary revenue 1,405 1,696 2,037 2,283 1,696 2,037 2,283 0. 0% 0.0% 0.0% Total Revenue 12,859 15,779 19,692 22,748 15,779 19,692 22,748 0.0% 0.0% 0.0% Fuel 3,748 3,866 5,282 6,133 3,866 5,282 6,133 0.0% 0.0% 0.0% A irport charges 1,730 2,068 2,520 2,882 2,068 2,520 2,882 0.0% 0.0% 0.0% Handling charges 1,077 1,275 1,546 1,759 1,275 1,546 1,759 0.0% 0.0% 0.0% Maintenance 793 962 1,227 1,442 962 1,227 1,442 0.0% 0.0% 0.0% Sales and distribution exp. 275 372 449 501 372 449 501 0.0% 0.0% 0.0% Payroll 2,068 2,504 3,081 3,650 2,492 3,051 3,615 -0.5% -1.0% -1.0% Other operating expense 1,017 1,325 1,615 1,843 1,294 1,595 1,843 -2.4% -1.2% 0.0% A ircraft Lease 1,033 1,264 1,460 1,466 1,264 1,460 1,466 0.0% 0.0% 0.0% Depreciation 385 549 749 969 549 749 969 0.0% 0.0% 0.0% Underlying EBIT 732 1,595 1,763 2,103 1,638 1,812 2,138 2.7% 2.8% 1.7% Reported EBIT 403 1,851 1,763 2,103 1,894 1,812 2,138 2.3% 2.8% 1.7% Net financing Costs 186.9 -335 -171 - 249 -335 -171 -247 0.0% 0.5% 1.0% PBT reported 623 1,549 1,626 1,889 1,593 1,677 1,927 2.8% 3.1% 2.0% PAT reported 456.7 1,135 1,192 1,385 1,167 1,229 1,412 2.8% 3.1% 2.0% Reported EPS, Diluted 12. 99 32.29 33.90 39.38 33.20 34.94 40.16 2. 8% 3.1% 2.0%
Source: Company data, HSBC estimates 

# Valuation and risks
We raise our three stage DCF-based target price to NOK350 from NOK320, reflecting the slight increase to our forecasts and mid-term EBIT margin, which edges higher to 9.4% (9.2%). We use a WACC of 7.5% (unchanged). Our DCF assume equity risk premium of 7%, se ctor beta of 1.1, risk-free rate of 3.0%. For volatile Norwegian stock, the Neutral band is 10ppts above and be low the hurdle rate of 11%. Our TP implies a 22.8% potential return; therefore, we maintain our OW(V) rating . Potential return equals the percentage difference between the current share price and the target price, including the forecast dividend yield when indicated.
Downside risks to our Overweight rating would include a rebound in the fuel price, signs of increased competitive entry by easyJet and Ryanair into the Nordics, a quick fall off in the yields or further problems with the 787 introduction into service.

Norwegian three-stage DCF Economic Profit Valuation (NOKm) Adjusted Opening Invested Capital 17,664 Less: balance sheet debt -3,796 NPV of Economic Profit During Explicit Period 331 Less pension deficit 0 NPV of Econ Profit Value Driver Phase 5,358 Less: capitalised op leases -7,804 NPV of Econ Profit of Fade Period 438 Equity Value 12,306 Enterprise Value 23,791 No. Shares (millions) 35 Plus: equity (associates) holding value 115 Per Share Equity Value (NOK) 350.0

Source: HSBC3 Norwegian Air Shuttle (NAS NO) Airlines 23 May 2013 

# ab c



# Disclosure appendix

Analyst Certification The following analyst(s), economist(s), and/or strategist(s) who is(are) primarily responsible for this report, certifies(y) th at the opinion(s) on the subject security(ies) or issuer(s) and/or any other views or forecasts expre ssed herein accurately reflect th eir personal view(s) and that no part of their compensation was, is or will be directly or indirectly related to the specific recommendation(s) or views contained in this research report: Andrew Lobbenberg, Achal Kumar, Joseph Thomas and Julia Winarso 

### Important disclosures Equities: Stock ratings and basis for financial analysis HSBC believes that investors utilise various disciplines and investment horizons when making investment decisions, which depend largely on individual circumstances such as the investor's existing holdings, risk tolerance and other considerations. Given these differences, HSBC has two principal aims in its equ ity research: 1) to identify lo ng-term investment opportunities based on particular themes or ideas that may affect the future earnings or cash flows of companies on a 12 month time horizon; and 2) from time to time to identify short-term investment opportunities that are derived from fundamental, quantitative, technical or event-driven techniques on a 0-3 month time horizon and which may differ from our long-term investment rating. HSBC has assigned ratings for its long-term investment opportunities as described below. This report addresses only the long-term investment opportun ities of the companies referred to in the report. As and when HSBC publishes a short-term trading idea the stocks to which these relate are identified on the website at www.hsbcnet.com/research. Details of these short-term investment opportunities can be found under the Reports section of this website. HSBC believes an investor's decision to buy or sell a stock should depend on individual circumstances such as the investor's existing holdings and other considerations. Different securities firms use a variety of ratings terms as well as different rati ng systems to describe their recommendations. Investors should carefu lly read the definitions of the ratings used in each research report. In addition, because research reports contain more complete information concerning the analysts' views, investors should carefully read the entire research report and should not infer its contents from the rating. In any case, ratings should not be used or relied on in isolation as investment advice. 

### Rating definitions for long-te rm investment opportunities Stock ratings HSBC assigns ratings to its stocks in this sector on the following basis: For each stock we set a required rate of return calculated from the cost of equity for that stock’s domestic or, as appropriate , regional market established by our strategy team. The price target for a stock represents the va lue the analyst expects the sto ck to reach over our performance horizon. The performance horizon is 12 months. For a stock to be classified as Overweight, the potential return, which equals the percentage difference between the current share price and the target price, including the forecast dividend yield when indi cated, must exceed the required return by at l east 5 percentage points over the next 12 months (or 10 percentage points for a stock classified as Volatile*). Fo r a stock to be classified as Underweight, the stock must be expected to underperform its required return by at least 5 percentage points over the next 12 months (or 10 percentage points for a stock classified as Volatile*). Stocks be tween these bands are classified as Neutral. Our ratings are re-calibrated against these bands at the time of any 'material change' (initiation of coverage, change of volat ility status or change in price target). Notwithstanding this, and although ratings are subject to ongoing management review, expected returns will be permitted to move outside the bands as a result of normal share price fluctuations without necessarily triggering a rating change.4 Norwegian Air Shuttle (NAS NO) Airlines 23 May 2013 

# ab c

*A stock will be classified as volatile if its historical vo latility has exceeded 40%, if the stock has been listed for less th an 12 months (unless it is in an industry or sector where volatility is low) or if the analyst expects significant volatility. Howev er, stocks which we do not consider volatile may in fact also behave in such a way. Historical volatility is defined as the past month's average of the daily 365-day moving average volatilities. In order to avoid misleadingly frequent changes in rating, however, volatility has to move 2.5 percentage points past the 40 % benchmark in either direction for a stock's status to change

. 

### Rating distribution for long-te rm investment opportunities As of 22 May 2013, the distribution of all ratings published is as follows: Overweight (Buy) 44% (35% of these provided with Investment Banking Services) Neutral (Hold) 38% (34% of these provided with Investment Banking Services) Underweight (Sell) 18% (29% of these provided with Investment Banking Services)


### Share price and rating changes for l ong-term investment opportunities
Norwegian Air Shuttle (NWC.OL) Sh are Price performance NOK Vs HSBC rating history Recommendation & price target history
From To Date N/A Underweight (V) 08 January 2013 Underweight (V) Overweight (V) 19 April 2013 Target Price Value Date Price 1 130.00 08 January 2013 Price 2 190.00 22 February 2013 Price 3 320.00 19 April 2013

Source: HSBC

23 73 123 173 223 273May-08May-09May-10May-11May-12May-13

Source: HSBC5 Norwegian Air Shuttle (NAS NO) Airlines 23 May 2013 

# ab c

HSBC & Analyst disclosures None of the below disclosures applies to a ny of the stocks featured in this report. 1 HSBC* has managed or co-managed a public offering of securities for this company within the past 12 months. 2 HSBC expects to receive or intends to seek compensation for investment b anking services from th is company in the next 3 months. 3 At the time of publication of this report, HSBC Securities (USA) Inc. is a Market Maker in securities issued by this company. 4 As of 30 April 2013 HSBC beneficially owned 1% or more of a class of common equity securities of this company. 5 As of 31 March 2013, this company was a client of HSBC or had during the preceding 12 month period been a client of and/or paid compensation to HSBC in respect of investment banking services. 6 As of 31 March 2013, this company was a client of HSBC or had during the preceding 12 month period been a client of and/or paid compensation to HSBC in respect of non-investment banking securities-related services. 7 As of 31 March 2013, this company was a client of HSBC or had during the preceding 12 month period been a client of and/or paid compensation to HSBC in respect of non-securities services. 8 A covering analyst/s has received compensation from this company in the past 12 months. 9 A covering analyst/s or a member of his/her household has a financial interest in the securities of this company, as detailed below. 10 A covering analyst/s or a member of his/her household is an officer, director or supervisory board member of this company, as detailed below. 11 At the time of publication of this report, HSBC is a non-US Market Maker in securities issued by this company and/or in securities in respect of this company

HSBC and its affiliates will from time to ti me sell to and buy from customers the securities/instruments (including derivatives ) of companies covered in HSBC Research on a principal or agency basis. Analysts, economists, and strategists are paid in part by re ference to the profitability of HSBC which includes investment banking revenues. For disclosures in respect of any compan y mentioned in this report, please see th e most recently published report on that company available at www .hsbcnet.com/research. * HSBC Legal Entities are listed in the Disclaimer below.


### Additional disclosures
1 This report is dated as at 23 May 2013. 2 All market data included in this report are dated as at close 21 May 2013, unless otherw ise indicated in the report. 3 HSBC has procedures in place to identify and manage any poten tial conflicts of interest that arise in connection with its Research business. HSBC's analysts and its other staff who ar e involved in the preparation and dissemination of Research operate and have a management reporting line independent of HSBC's Investment Banking business. Information Barrier procedures are in place between the Investment Banking and Re search businesses to ensure that any confidential and/or price sensitive information is handled in an appropriate manner.6 Norwegian Air Shuttle (NAS NO) Airlines 23 May 2013 

# ab c



# Disclaimer

* Legal entities as at 8 August 2012 ‘UAE’ HSBC Bank Middle East Limited, Dubai; ‘HK’ The Hongkong and Shanghai Banking Corporation Limited, Hong Kong; ‘TW’ HSBC Securities (Taiwan) Corporation Limited; 'CA' HSBC Bank Canada, Toronto; HSBC Bank, Paris Branch; HSBC France; ‘DE’ HSBC Trinkaus & Burkhardt AG, Düsseldorf; 000 HSBC Bank (RR), Moscow; ‘IN’ HSBC Securities and Capital Markets (India) Private Limited, Mumbai; ‘JP’ HSBC Securities (Japan) Limited, Tokyo; ‘EG’ HSBC Securities Egypt SAE, Cairo; ‘CN’ HSBC Investment Bank Asia Limited, Beijing Representative Office; The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch; The Hongkong and Shanghai Banking Corporation Limited, Seoul Securities Branch; The Hongkong and Shanghai Banking Corporation Limited, Seoul Branch; HSBC Securities (South Africa) (Pty) Ltd, Johannesburg; HSBC Bank plc, London, Madrid, Milan, Stockholm, Tel Aviv; ‘US’ HSBC Securities (USA) Inc, New York; HSBC Yatirim Menkul Degerler AS, Istanbul; HSBC México, SA, Institución de Banca Múltiple, Grupo Financiero HSBC; HSBC Bank Brasil SA – Banco Múltiplo; HSBC Bank Australia Limited; HSBC Bank Argentina SA; HSBC Saudi Arabia Limited; The Hongkong and Shanghai Banking Corporation Limited, New Zealand Branch incorporated in Hong Kong SAR Issuer of report HSBC Bank plc 8 Canada Square London, E14 5HQ, United Kingdom Telephone: +44 20 7991 8888 Fax: +44 20 7992 4880 Website: www.research.hsbc.com

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No part of this publication may be reproduced, stored in a retrieval syst em, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recordin g, or otherwise, without the prior written permission of HSBC Ba nk plc. MICA (P) 118/04/2013, MICA (P) 068/04/2013 and MICA (P) 110/01/2013European Cockpit Association AISBL

Rue du Commerce 20

- 22, 1000 Brussels , Belgium I T +32 2 705 32 93 I F +32 2 705 08 77 I eca@eurocockpit.be I www.eurocockpit.be Ms Anniken Huitfel d t Minister of Labour of Norway Arbeidsdepartementet postmottak@ad.dep.no
Brussels, 9 January 201 3

Dear Minister Huitfeldt
,

Re: Recruitment of non

- National and non

- European air crew b y Norway
The European Cockpit Association, the European social partner representing over 38.000 pilots in Europe is concerned about the new legislation proposed in Norway to allow Norwegian airlines to hire and bas e crews outside the EU while allowing t hem to fly in and within Europe. As the European Pilots’ Association , ECA will never accept such a move tow a rds social dumping. Norway should seek to maintain fair labour legislation and not become a pioneer in providing cheap labour workforce for Europe.
While the impacts of the recent financial crisis are still hitting many countries ’ econom y , it is of outmost importance to resist the temptation of short term strategies relying on the relaxation of labour law to allow cheap labour substitution and socia l dumping. Furthermore if these foreign crews were to operate within Europe while preserving the Norwegian internal market for EU crews only it would additionally generate unfair competition between European Countries. It is very inappr opriate at the time when the European Commission has just received a strong political support from its Member States to tackle unfair competition environments in aviation. ECA supports its Norwegian colleagues in defending the principle of Norwegian and E uropean preference for fulfilling the Norwegian and European positions

. Europe should fight to preserve its competitive advantage based on skilled and highly trained labour.
There are many European pilots who find themselves unemployed as a result of the off

- shoring of jobs outside the EU to places where airlines do not have to meet the regulatory or social standards we expect and impose with good reason in Norway and the EU

. W e cannot tolerate that in this very difficult situation, a European State open s the door to more social dumping and to increased pressure on the European Social model. Instead, Norway and the European Member S tates should consider how to make sure non - European competitors operate to the same standards expected within the European Common Aviation Area. This would undoubtedly include setting international standards that prevent international competition based on social dumping

. ECA urges the Norwegian government to reconsider and maintain the principle of Norwegian and European preference for jobs in the Norwegian airlines.

Yo urs sincerely,

Nico Voorbach Philip von Schöppenthau ECA President ECA Secretary GeneralNORWEGIAN AIR INTERNATIONAL LIMITED (525771) Data Date: 17/12/2013

Page 1 Sourced from SoloCheck.ie 

# NORWEGIAN AIR INTERNATIONAL LIMITED Sourced from SoloCheck.ie Data Date: 17/12/2013 Key Company Details

COMPANY NAME NORWEGIAN AIR INTERNATIONAL LIMITED Registered Number 525771 Company Type SINGLE MEMBER PRIVATE COMPANY LIMITED BY SHARES Incorporated 03/04/2013 Company Status NORMAL
Share Cap. Currency EURO Authorised Capital 100,000,000

Last Annual Return 03/10/2013
Next Annual Return Due 03/10/2014
Last Accounts to Date
Registered Address 70 SIR JOHN ROGERSON'S QUAY DUBLIN 2
Principal NACE Code 71.23 - RENTING OF AIR TRANSPORT EQUIPMENT



### Mortgages and Charges None Registered



### Directors and Secretary Directors Special Note Please note that the information displayed on this printout as to the particulars of the directors and secretary of this company may not be complete or up to date, as there may be unregistered documents which affect the position. Please refer to the list of Documents below, and if necessary, consult the company file or images for full, up-to-date particulars as to the company's officers. If this printout is blank as to officer details, please consult the images of the registered New Company documents. Name MATSACK TRUST LIMITED
Title SECRETARY
Address 70, SIR JOHN ROGERSON'S QUAY, DUBLIN 2.
Date of Birth November 1969NORWEGIAN AIR INTERNATIONAL LIMITED (525771) Data Date: 17/12/2013

Page 2 Sourced from SoloCheck.ie Name ASGEIR NYSETH
Title DIRECTOR
Address FISKERROKEN 7 N-9017 TROMOSE NORWAY
Date of Birth March 1957 Other Directorships Click here to go directly to the SoloCheck.ie director page.

Name ROLF KRISTER ARRANIO
Title DIRECTOR
Address FORTVAGEN 128 18768 TABY SWEDEN
Date of Birth October 1959 Other Directorships Click here to go directly to the SoloCheck.ie director page.

Name ANDERS TAGE LENNART CEDER
Title DIRECTOR
Address DALBACKAVAGEN 12 SE -247 51 DALBY SWEDEN
Date of Birth August 1955 Other Directorships Click here to go directly to the SoloCheck.ie director page.



### History of Documents

Status Sub

Number Submission ACs To Date / Date Effective Date

Received / Registered Buy

RECEIVED 8893550 / 1 B1 ANNUAL RETURN - NO ACCOUNTS 03/10/2013 23/10/2013 Buy REGISTERED 8794486 / 1 B10 CHANGE IN DIRECTOR OR SECRETARY 12/08/2013 29/08/2013 Buy REGISTERED 8794485 / 1 B10 CHANGE IN DIRECTOR OR SECRETARY 12/08/2013 29/08/2013 Buy REGISTERED 8794483 / 1 B10 CHANGE IN DIRECTOR OR SECRETARY 12/08/2013 29/08/2013 Buy REGISTERED 8766623 / 1 G1- SR ALTERATION TO MEMORANDUM O 12/08/2013 12/08/2013 Buy REGISTERED 8766623 / 2 G1- SR ALTERATION TO MEMORANDUM O 12/08/2013 12/08/2013 Buy

REGISTERED 8571173 / 1 NEW COMPANY WITH MEMO & ARTS WITH CAPITAL DUTY 03/04/2013 26/03/2013 Buy

REGISTERED 8571173 / 2 NEW COMPANY WITH MEMO & ARTS WITH CAPITAL DUTY 03/04/2013 26/03/2013 Buy

REGISTERED 8571173 / 3 NEW COMPANY WITH MEMO & ARTS WITH CAPITAL DUTY 03/04/2013 26/03/2013 BuyNORWEGIAN AIR INTERNATIONAL LIMITED (525771) Data Date: 17/12/2013

Page 3 Sourced from SoloCheck.ie 

### Liquidators & Receivers Liquidators Appointed: None Registered Receivers Appointed: None Registered



### Free Future Alerts This company has been automatically added to your alerts list. This means that whenever a new document becomes available for this company, we'll let you know, free of charge.
For further details, please see our Irish Company Alerts page

.

# C(io COMPANIES REGISTRATION OFFICE 

## /f;»
AN OIFIG UM CHLARU CUIDEACHTAI 

# VII AI Submission Number: 8571173



## Al

- Application to incorporate a company 11111111111111\\ll\\1111\11111111\\111111111111111 

## Company Details

Date 

### Company details Company name New address 26 March 2013

Norwegian Air International Limited 70 Sir John Rogerson's Quay Dublin 2 

# 5638558

Company type Capital type Company email address Single member private company limited by shares Company with share capital katie.long@matheson.com 

## Secretary details

Do you know the CRO person number for this No individual? 

### Secretary Type of entity Company name New address Irish registered Company Matsack Trust Limited 70 Sir John Rogerson's Quay Dublin 2 

### Name of the individual signing on behalf of the firm
Individual details

Surname Forename Coleman Gavin 

# - I 

# CoR. 0. -, 2 lNAR 2013

I hereby consent to act as secretary of the aforementioned company 

# l
and I acknowledge that as secretary I have legal duties and

### ---------Lf•C£IJ~t obligatio s imposed by the Companies Acts.

_

Date

Does this company have a Joint Secretary? No


## Directors

Page 1 of 8**~-----** 

## --- --- 

# C(io COMPANIES REGISTRATION OFFICE 

# h'JJ

AN OIFIG UM CHLARU CUIDEACHTAI 

# \IW A I Submission Number: 8571173



## Director ( 1 )

I Director
Do you know the CRO person number for this No individual? 

## Director
Resident Surname Forename Country of nationality Date of birth Occupation New address



## Other Directorships Individual Resident within EEA Lydon Shay IRELAND 14 May 1975 SOLICITOR 9 Herbert Place Dublin 4

Does this Director have Other Directorships? Yes Other Directorships list attached.

I hereby consent to act as director of the aforementioned company and I acknowledge that as director I have legal duties and obligations imposed by the Companies Acts, other enactments and at common law. 

# ?&L

Signature Date

Page 2 of 8

## ----------------· 

# C(io COMPANIES REGISTRATION OFFICE 

# f1l

AN OIFIG UM CHLARU CUIDEACHTAI 

## \!}/ AI Submission Number: 8571173



## Director ( 

## 2 )

2 Director
Do you know the CRO person number for this No individual? 

## Director
Resident Surname Forename Country of nationality Date of birth Occupation New address



## Other Directorships Individual Resident within EEA Beashel Joseph IRELAND 5 March 1969 SOLICITOR 9 

### Wendon Park Delgany Wood Delgany Co. Wicklow

Does this Director have Other Directorships? Yes Other Directorships list attached.

I hereby consent to act as director of the aforementioned company and I 

### acknowledge that as director I 

### have legal duties and obligations imposed by the Companies Acts, other enactments and at common Jaw. 

# ···-··1.:

Si ture Date

Page 3 of 8

# C(io COMPANIES REGISTRATION OFFICE 

## f!'/b
AN OIFIG UM CHLARU CUIDEACHTAI 

# \!lf

Authorised Share Capital

Authorised Share Capital
1 

### Total value Currency Total number 

### Made up as follows:
1 

### Number of Shares Currency Class Nominal value per share


## Issued Share Capital

Issued Share Capital

1 

### Total value Currency Total number 

### Made up as follows:

1 

### Number of Shares Currency Class Consideration for each share 100000000 Euro 100000000

100000000 Euro Ordinary I



### Euro

Euro Ordinary I 

### AI Submission Number: 8571173

Page 4 of 8

# C 

# r',o

COMPANIES REGISTRATION OFFICE 

# lritJ I ' AN OIFIG UM CHLARU CUIDEACHTAf 

# VJ/

Subscribers to memorandum

Subscribers to memorandum
1 

### Company number Registered 

### in Company name 172157 

### IRELAND MA 

### TSACK NOMINEES LIMITED 

### Name of the individual signing on behalf of the firm
Surname Forename Subscriber/ Agent

# ~re

Attachments Beashel Joseph Subscriber**as.·()~.\:,** 

### Date 

### AI Submission Number: 8571173

Page 5 of 8

# -· 

# C(io COMPANIES REGISTRATION OfFICE 

# f1l

AN OIFIG UM CHLARU CUIDEACHTA[ 

## \j/ A I Submission Number: 8571173



## Declaration of compliance and section 42(2) declaration

Declaration of compliance and section 42(2) declaration
I

Surname
Forename of(address)

do solemnly declare that I am a Beashel Joseph 9 Wendon Park Delgany Wood Delgany Co Wicklow Director
and that all the requirements of the Companies Acts 1963 to 2012 in respect of the registration of the said company, and of matters precedent and incidental thereto have been complied with and that Form A I has been completed in accordance with the Notes on Completion of form AI

I further declare that the purpose, or one of the purposes, for which the company is being formed is the carrying on by it of an activity in the State and that it appears to me that the activity can be classified in accordance with the relevant classification system as follows:
NACE Code and 

### that the general nature of the 71.23: Renting of air transport equipment activity is
I further declare that the place or places in the State where it is proposed to carry on the activity is/are
70 Sir John Rogerson's Quay Dublin 2
and that the place where the central administration of the company will normally be carried on will be
70 Sir John Rogerson's Quay Dublin 2

I further declare that this form, including the company capital and stamp duty statement which is required by section 117 Stamp Duties Consolidation Act 1999, has been fully and accurately completed.

And I make this solemn declaration conscientiowly believing the same to be true and by virtue of the Statutory Declarations Act 1938.
Signature of declarant

# ~<-~ .z._.., Declar d efore me (name of witness in capitals)

# boi"'A~'~ -;;

# ~<tJIR6A11**\J** [ ] Commissioner of oaths [ ] Peace commissioner []Notary public []Person authorised by 

# S -=\-d, 

## S:Q.**(F\~** 

### C'ck 

### \C\8\.., to take and receive statutory declarations Practising solicitors are authorised wtder sectioJl 

## 2 Solicitors (Amendment) Act 1994 to take statutory declarations.**[~ho** is personally known to me Page 6 of 8

## ------------------- 

# C(io COMPANIES REGISTRATION OFFICE 

# lrJI

AN OIFIG UM CHLARU CUIDEACHTAI 

## Vlf AI Submission Number: 8571173

or/ [V'\Vho is identified to me by

or whose identity has been established to me before the taking of this Declaration by the production to me of:

by the authorities of

_______________ _
which is an authority recognised by the Irish Government

which is an EU Member State, the Swiss Confe ation or a Contracting Party to the EEA Agreement

or [] Aliens Passport no. issued on

_________ _

which is an authority reco

or []Refugee travel d wnent no

__________ issued on,

_________ _ by the Minister r Justice, Equality and Law Reform

'---------- issued

the Minister for Justice, Equality and Law Reform

At

Signature of witness



# .-- 0 

# I

Page 7 of 8

### • 

# C(io COMPANIES REGISTRATION OFFICE 

# /t:tJ
AN OIFIG UM CHLARU CUIDEACHTAI 

# VI A I Submission Number: 8571173



## Particulars of the presenter

Reference number Fe Phrainn number Type of entity Name Address

E-mail address Telephone number Fax number 

## Legal references

Collective Citation: 

### Companies Acts, 1963 to 20 12 Application to incorporate a company 663502/1 

### 98 Other body corporate formed 

### in Ireland Matheson 70 Sir John Rogerson's Quay Dublin 2 Ireland katie.long@matheson.com 353 I 2322000 353 I 2323333



### Section 3 and 3A (inserted by section 101 Company Law Enforcement Act 2001) Companies (Amendment) Act 1982

Section 5 Companies (Amendment) Act 1983
European Communities (Single-Member Private Limited Companies) Regulations 1994

Sections 42 and 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(b) and (5)) Companies (Amendment)(No. 2) Act 1999 (as amended by section 10 Companies Amendment Act 2009)

Section 117 Stamp Duties Consolidation Act 1999
Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002

Page 8 of 8

# Joseph Beashel
Directorships Report

All Directorships Held As At and After 26/03/2003

Person Details Name: Joseph Beashel QuickRef: BEASHEL-J Occupation: Solicitor

Nationality: Irish Date of Birth: 05/03/1969

Addresses

9 Wendon Park Delgany Wood Delgany Co. Wicklow Ireland
Directorships compafiYJiNam·e,- •:;'..**~·.,** 

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### t.

. . .. · ;· 

## s

.**·•:'~"~ .~.**  Chartis International Consulting Limited (Dissolved) Chartis Ireland Limited (Dissolved) Chartis Limited (Dissolved) Chartis Risk Management Services (Ireland) Limited (Dissolved) Covestone QIF Public Limited Company GOF II AND GOF Ill INTERNATIONAL FINANCE LIMITED JH Project Search- 1 Limited (Dissolved) MAN AHL UMBRELLA QIF PUBLIC LIMITED COMPANY Mars Capital Funding No. 1 Limited MORAR IRELAND FUND PUBLIC LIMITED COMPANY

Date 26/03/2013 .Co:Uritry**~** ·. :: ':'L 

## L;,.;;: Ireland Ireland Ireland Ireland

Ireland Ireland

Ireland Ireland Ireland Ireland**~AppoiiifeCII~** 27/07/2009 27/07/2009 27/07/2009 27/07/2009

31/05/2011 12/03/2013

27/07/2009 01/03/2013 02/10/2012 30/01/2013

Page 1Date 26/03/2013 

# Joseph Beashel
Directorships Report

Page 2--------
---- 

## --- -**~--** -------------

---- 

### - 

## ----------- -- 

# Joseph Beashel

Directorships Report

17/02/2012

Ireland

Date 26/03/2013 Page 

### 3- ----- 

## ------ 

# Joseph Beashel
Directorships Report

Companv Name Country 

## AppoiiMif ,,;**-R~i9n~d~** PAGEPATH LIMITED Ireland 30/04/2007 28/05/2007 Pan (Risk) Limited Ireland 12/07/2011 28/07/2011 PB DOMICILIO 2007-1 LIMITED Ireland 11/05/2007 01/06/2007 PB LEASING AIRCRAFT NO 23 IRELAND LIMITED Ireland 14/05/2012 22/05/2012 PEGASUS AVIATION A330-3 LIMITED Ireland 29/11/2006 08/12/2006 PINTILIAN LIMITED Ireland 16/05/2006 24/05/2006 Pioneer Aviation Limited Ireland 06/12/2007 08/05/2008 PTRS EuroLF 2 Limited Ireland 02/03/2012 05/03/2012 PTRS EuroLFI Limited Ireland 12/12/2011 15/12/2011 Q Aviation Ventures IV Limited Ireland 18/11/2010 28/02/2011 RED 

### & BLACK PRIME RUSSIA MBS N0.1 LIMITED Ireland 10/01/2007 23/01/2007 RPI Acquisitions (Ireland) Limited Ireland 24/02/2012 24/02/2012 RUSSIAN AUTO LOAN SECURITIZATION 1 LIMITED Ireland 09/08/2007 13/08/2007 SC GERMANY AUTO 07-2 LIMITED Ireland 10/05/2007 08/06/2007 SC Germany Auto 2009-1 Limited Ireland 30/09/2009 02/10/2009 SCONTOFINANCE LIMITED Ireland 30/11/2006 12/12/2006 SEGAIS FINANCE LIMITED Ireland 

### 2710712007 29/08/2007 Shipping Securitisation ABS Funds 1 Limited Ireland 06/12/2007 12/12/2007 Shipping_ Securitisation ABS Funds 2 Limited Ireland 06/12/2007 12/12/2007 Shipping Securitisation ABS Funds 3 Limited Ireland 06/12/2007 12/1212007 Shipping Securitisation ABS Funds 4 Limited Ireland 06/12/2007 12/12/2007 SHORT-TERM INVESTMENTS COMPANY (GLOBAL Ireland 29/12/2000 31/05/2004 SERIES) PUBLIC LIMITED COMPANY SIBARIMY LIMITED Ireland 22/11/2005 31/08/2007 SURADARANT LIMITED Ireland 22/11/2005 15/02/2009 TITHEMENT LIMITED Ireland 28/11/2005 31/08/2007 TONKRIBI LIMITED Ireland 22/11/2005 31/08/2007 Transportation Partners Limited Ireland 15/01/2013 23/01/2013 Troon Capital Markets Limited Ireland 27/05/2010 22/06/2010 TRUESTAR LIMITED Ireland 15/06/2006 22/02/2008 TTM TECHNOLOGIES (IRELAND) EU LIMITED Ireland 28/11/2005 25/09/2006 TTM TECHNOLOGIES (IRELAND) LIMITED Ireland 28/11/2005 25/09/2006 UINTA VI LIMITED Ireland 12/03/2007 10/04/2007 Uinta X Limited Ireland 06/12/2007 11/12/2007 ULSTER AVIATION LEASING LIMITED Ireland 15/03/2007 15/03/2007 Vigo Remittance Ireland Limited Ireland 21/04/2008 02/05/2008 VITYAZ1WO LIMITED Ireland 08/11/2007 15/01/2008 WRENWOOD INVESTMENTS (IRELAND) LIMITED Ireland 27/09/2006 05/10/2007 (Dissolved) ZOO HF 3 PUBLIC LIMITED COMPANY Ireland 01/12/2006 04/12/2006

Date 26/03/2013 Page 4

# Joseph Beashel

Directorships Report

Past External Directorships CoriiiiaiiyJName

. . Coulltrv**AllPI~·-rcl** ·**~010** 

### e, Jc, 

### R-igT 'd 

## .·'i:i

.**~0s01** 

### ne HARIBRAK LIMITED Ireland 28/11/2005 10/11/2006 INVESCO Absolute Return Fund Pic Ireland 15/05/2002 31/05/2004 INVESCO Absolute Return Master Fund pic Ireland 15/05/2002 31/05/2004 INVESCO Dynamic Structured SPC Funds Cavman Islands 1810212003 31105/2004 INVESCO European Warrant Fund Luxembourg 28/09/2001 31/05/2004 INVESCO GT Continental European Fund LuxembourQ 17/09/2001 31/05/2004 INVESCO GT Continental European ManaQement S.A Luxembourg 17/09/2001 31/05/2004 INVESCO GT Indian Companies (Mauritius) Fund Limited Mauritius 31105/2004 INVESCO GT Investment Fund LuxembourQ 17109/2001 31/05/2004 INVESCO GT Investment Management Company SA Luxembourg 17/09/2001 31/05/2004 INVESCO GT Management S.A Ireland 17/09/2001 31/05/2004 INVESCO GT SICAV Luxembourg 28106/2002 31/05/2004 INVESCO GT Taiwan Growth Fund (Liquidated) Luxembourg 17/0912001 31/05/2004 INVESCO GT Taiwan Growth Management SA Luxembourg 17/09/2001 31/05/2004 INVESCO GT US Small Companies Fund LuxembourQ 1710912001 31105/2004 INVESCO GT US Small Companies Management SA Luxembourg 17/09/2001 31/05/2004 INVESCO International SA Ireland 17/09/2001 31/05/2004 INVESCO Maximum Income Fund Luxembourg 17/09/2001 31/05/2004 INVESCO Maximum Income Management SA Luxembourg 17109/2001 31105/2004 INVESCO Series Management SA LuxembourQ 17/09/2001 31/05/2004 INVESCO Taiwan Growth Management SA Luxembourg 17/09/2001 31/05/2004 INVESCO US Equity Market Neutral Fund Pic Ireland I 31/05/2004 Treon Capital Markets Limited Ireland 

# / I 27/0512010 22106/2010

Date 26/03/2013 Page 5**---~---------** --- 

## -- 

# SHAY LYDON

Directorships Report



### All Directorships 

### Held As At and After 26/03/2003

Person Details Name: SHAY LYDON QuickRef: L YDON-S Occupation: Solicitor

Nationality: Irish Date of Birth: 14/05/1975

Addresses**~** >·: •

.. ·**~'-.** .**~** Home 9 Herbert Place lrishtown Dublin 4 Ireland
Directorships corii'Panvi.Name. .· BRISTLECONE SYSTEMATIC STRATEGIES PUBLIC LIMITED COMPANY HIGHBRIDGE SPECIALITY LOAN INSTITUTIONAL HOLDINGS LIMITED HYPERION LIFE FUND II PUBLIC LIMITED COMPANY HYPERION MASTER FUND Ill PUBLIC LIMITED COMPANY I MAP Danube Public Limited Company I MAP Klee Public Limited Company I MAP VASAREL Y PUBLIC LIMITED COMPANY TMI Liquidity Fund Series Public Limited Company

Date 26/03/2013 ·. Cot.fntry ·• Ireland

Ireland

Ireland Ireland

Ireland Ireland Ireland Ireland 

### ,**Worl<~~;:~tr~,r-'** 

### ·



# .. Aill>oii'ited 21/04/2010

28/02/2013

02/09/2011 02/09/2011

12/01/2011 02/09/2011 20/02/2013 27/10/2011 :**~ ,,,:·.,~-;** **~.**

Page 1

# SHAY LYDON
Directorships Report

21/01/2010 01 10

12 04/04/2012

Date 26/03/2013 Page 2

## --------------------- ------------- 

# SHAY LYDON
Directorships Report

I I

mbrella Company

Ireland 10

Date 26/03/2013 Page 

### 3

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### 8787 Non Type Rated Captain Norwegian

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n be h a l f of N o rw eg i a n Lo n g H au l A/S w e a

r e l ook in g fo r Capta in s to fl y N o rw eg i a n' s n e w B787 D r ea m lin e r s. The i dea l cand i date i s a c u rrent B777 Capta i n

. Thi s i s a g r e at opportunity to Captain th e B787 Dr e amliner.
Benefit s :

• G reat Pay and Per Di ems • Co m m

u on g poss i b iliti es to Eu r ope du rin g da y s o ff
• L a y o

v er accom modatlon and gro u nd transportation pro vi ded b y N or w eg i an • Tr ave l b e n e

fi ts f o r pil o t a nd qu a lifying f a mil y m e mb e r s • M ed i ca l Repa tri atio n in su r a n ce i s p r o vi ded b y R i s

hw o rth at n o c h a

r ge. Loss of I n co m e in su r a n ce ca n be added fo r a nom i na l fee
For more deta il s and t o f ast track yo u r app li ca ti on p l ea s e APPLY NOW and reg i s t er a t www.rishworth.aviation.com
, once r eg i ste r ed y ou will be ab l e to v i e w th e fU ll j ob desc ri p ti o n in clud in g pa y

. If y ou a r e r eg i ste r ed a lr ead y p l ease l og in to y ou r p il ot porta l.
P il ots who don ' t yet meet these exper i ence req ui rements are I nv i ted to reg i ster and u pdate the i r deta il s a t www.rishworthaviatlon.com

. Wh e n yo ur e x p e ri e

n ce m a t c

h es o ur p os iti o n r e quir e m e n ts , w e will b e a bl e t o n o tify yo u o f pos i tio n s whi c h y ou qua li fy fo r , whi c h m a y be of in te r est to y ou

. 

### Required Qualifications

Minimum Requirements:

• J AA/EASA Li ce n se • EU passpo r t • 5 000 ho u rs tota l time
• 2000 PI C h ou r s o n a n y Boe ing a ir c r a ft
• 500 PI C wi debod y Boe i ng ho u rs • Curr e nt B 777, B 7 6 7

/B 7 5 7 o r B 7 4 7

- 4

00 ty p e r a ting
• U n de r 61 y ea r s o l d at date off app li catio nG CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 1 GLOBAL CREW ASIA PTE ., LIMITED

- and

-

(Pilot Name)

EMPLOYMENT AGREEMENT FO R ASSIGNMENT TO

N ORWEGIAN L ONGHAUL S INGAPORE PTE ., L IMITED



# CONFIDENTIALG CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 2 AGREEMENT dated 2012

BETWEEN : (1) GLOBAL CREW ASIA PTE LIMITED a company incorporated under the laws of the Republic of Singapore and having its registered office at 10 Anson Road 35

- 06A International Plaza, Singapore 079903 (" EMPLOYER ”); and
(2) ( Pilot) of ( Address) ( " Employee ").

1. INTERPRETATION

1.1 Definitions

In this Agreement , unless the context otherwise requires:

“ Aircraft ” means the current passenger aircraft operated by the Client

.

“ Base” means Bangkok or such other location specified by Employer on 2 months’ notice

.

“ Client ” means the Employer’s client airline Norwegian Longhaul Singapore Pte., Limited based in Singapore.

“ Commencement Date ” means the date when the Employee reports to Client to start Ground Course, Type Rating or Difference Training, whichever comes first.

“ Extended Outstation L a yover ” means 4 or more consecutive days off at an outstation other than Base

. “EUR” m eans the legal currency of the Eurozone of the European Union

.

“ Operational Duty” means from the time the Crew Member reports for duty until the end of such duty according to EU / OPS Subpart Q and includes any of the following; (i) flight duty as part of an operating flight crew; or (ii) deadheading/positioning; or (iv) standby duty; or (v) simulator flight duty; or (vi) proficiency, training or recurrency required by the Client

. "Qualifications" means the qualifications set out in Item 3 of Schedule 1

. “Taxes ” means any tax , duty, withholding, deduction, impost, contribution, levy or charge (including any social security charges or contributions) in respect of the payments, salary remuneration and benefits provided to the Employee under this Agreement

.
1.2 Headings : Clause and other headings are for ease of reference only and shall not be deemed to form any part of the context or to affect the interpretation of this Agreement

. 1.3 Clause s : References to Clause s are references to Clause s of this Agreement

. 

### 1.4 Plu ral and Sing ular : Words importing the singular number shall include the plu r al and vice versa.

1.5 Name 1.6 Schedules: This Agreement includes the Schedules to it.

2. EMPLOYMENT 2.1 The Employee is employed by the Employe r in the capacity spe cif i ed in Item 1 of Schedule 1

.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 3 2.2 The Employee’s employment is subject to the Employee meeting the requirements of Item 3 of Schedule 1

. 3. DUTIES 3.1 The Empl o yee will pe rform the duties specified in Item 2 of Schedule 1 and such other duties as may from time to time be assigned to the Employe e a n d shall comply with all reasonable directions
, procedure and policies of the Employer

. 3. 2 Whe n provid ing pilot services to the Client
, the Employee shall be subject to the authority, direct ion and control of the Client and the Employee shall comply with the Client ’s directions, instructions rule s , regulations, policies and operating p rocedures and such other rules and regulations applicable to the Em ployee’s duties

. 3.3 The Employee shall act in good faith, with all due care, perform the duties with skill and diligence and shall use best endeavours to promote and protect the interests of Employer and the Client
, shall devote the whole of the Employee ’ s time
, attention and abilities during the performance of d ut ies and at such other times as the Employer (or the Client ) may require for the performance of such duties.

3.4 For the purposes of the duties to be undertaken by the Employee the Employer shall provide or procure that the Employee is provided with the items set out in Schedule 2

.
4

. TERM 4 .1 Employment will commence on the Commencement Date and will, unless extended by written agreement between the parties, terminate automatically 36 months from the Commencement Date, subject to earlier termination in accordance with this Agreement . T he Employee’s
e mployment may be renewed for a further term subject to the mutual agreement of b oth parties.

5. PLACE AND HOURS OF WORK 5.1 The Employee will prov ide services to the Client at such locations and times as the Client or the Employer may direct from time to time and as may be reasonably required by the Employer in order for the Employee to properly perform their duties.

5.2 The Employee will be rostered up to the maximum duty time allowed by the relevant CAA and for a minimum of 8 days free of duty in any full calendar month (prorated for any part month).

5.3 The Employee may request E xtended O utstation L ayover and where granted by the Client the Employee accepts that the EOL includes weekly rest days

.
5. 4 The Employee's salary at Clause 6.1 below fully compensates the Employee for all hours worked.

6

. REMUNERATION 6 .1 E mployer shall for the period from the Commencement Date until the termination of this Agreement pay the Employee the monthly payments as follows : 

### ( a) S alary of [ Type Rating Instructor (TRI) EUR 11,000 / Captain EUR 9,000 / Relief Captain EUR 7,000 / First Officer EUR 5,000 ] ; (delete as applicable)
(b) EUR 1,000 for per diems to cover work related expenses ; and

s uch payment to be prorated for any employment commencing or terminating part way through a month.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 4 (c): Where the Employee performs the duties set out below , the Employer will pay the Employee as follows ; (i) Line Training Captain duties
, EUR 20 per block hour of line instruction; (ii) Check Captain duties
, EUR 40 per block hour of line checks; (iii) Simulator Instructor duties
, EUR 40 per simulator hour; and

T he payment s under this Clause 6.1.(c) will be included in the monthly payment to the Employee in the month following the month in which such duties were performed.

6.2 T he payments specified in Clause 6.1 above are before Taxes and shall be paid in arrears. The above stated payments are th e total remuneration payable to the Employe e inclusive of all benefits and no overtime rates or additional payments will apply.

6

. 3 P ayment shall be sent from Employer ’s bank account to an account to be nominated by the Employee for each month of completed service, no later than the 28 th day of the month of service, ( less any bank transfer charges payments to more than one bank account

. Where the 28 th day falls on a weekend or public or bank holiday, payment shall be sent on the next working day

.
7. TAXES 7.1 T he Employee s hall be responsible for all Taxes (including income tax liability ,) relating to the Employee o r to this Agreement
, and shall : (i) file all tax returns and pay any required T axes as they fall due in any applicable jurisdiction; ( ii ) provide the Employer with documentation evidencing the Employee ́s payment of Taxes set out under Clause 7.1 (i) above ; ( i ii ) if the Employee is a Norwegian citizen and/or resident for tax purposes report the Employee ́s income to the Norwegian tax authorities and provide satisfactory evidence of payment of Taxes in Norway ( i v ) indemnify the Employer and/or the Client in respect of any failure to comply with any applicable tax laws.
7.2 Notwithstan ding the Employee’s obligations in Clause 7.1 above t he Employer shall be entitled to withhold any outstanding Taxes owed by the Employee or required to be deduct ed under the laws of Singapore (if any) or any other jurisdiction
, including following termination of this Agreement

.

8. LEAVE, STATUTORY HOLIDAYS AND TIME OFF

8.1 Annual leave Employee is entitled to paid annual leave as follows : (i) t he Employee's entitlement shall accrue on a pro

- rata basis at the rate of 2 days during each month of their employment from the first day of their employment ; (ii) a nnual leave may, with the agreement of the Employer, be taken in advance , but this is conditional on the leave taken in advance by the Employee being deducted from his leave balance once it accrues or the value of such leave being deducted from any monies paid to the Employee hereunder ; (iii) t he time for taking annual leave may be agreed between the Employer , the Client and Employee, but failing agreement the Employer may, after consultation with the Employee, and having taken into account work requirements and the opportunities for rest and recreation available to the Employee, provide at least 14 days’ notice to the Emp loyee directing them to take annual leave commencing on a particular date ; (iv) the Employee agrees that the Employer may pay him for annual leave in the pay that relates to the period during which the leave is taken;G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 5 (v) t he Employee acknowledges and agrees t hat the leave provision in this Clause 8.1 above is inclusive of applicable public holidays and no additional payment wil l be made in this respect

. 8.2 Payment for Work on a Day Off 

### If the E mployee agrees to work on a rostered day off the Employer will pay the Employee at the rate of 1/10 x the monthly salary specified at Clause 6.1 (a) for each day worked

. 8. 3 Unpaid Leave Unpaid leave shall be granted at the sole discretion of the Employer

. 8. 4 Sick Leave T he Employee is entitled to a maximum of 30 days of paid sick leave per calendar year (pro

- rated for any part year)

. The Employee must notify the Employer and/or the Employee’s immediate supervisor as soon as practicable if unable to work for medical reasons. Such notice shall be given within the first four (4) hours of the working day

. 8.5 If the Employee has been absent from work for at least 5 consecutive days because of illness, the employee shall provide a medical certificate.

8.6 T he Employer shall be entitled to require the Employee to undergo a medical examination by a registered medical practitioner nominated by the Employer. In assessing the Employee's fitness for work, the Employer shall take into account any report provided as a result of that examination, and any other medical report provided by the Employee within a reasonable time

- frame.

8.5 Compassionate Leave (i) Leave with pay up to a maximum of three days may be granted by the Employer for compassionate reasons. If compassionate leave is required in excess of three days, the Employer may consider granting an additional days' leave.
(ii) " Compassi onate reasons" is defined as the critical illness or death of a parent, child, spouse, sister, brother, grandparent or parent

- in

- law. "Critical illness" is defined as illness of a nature warranting the patient to being classified by the relevant hospital as dangerously or critically ill.

8.6 Maternity Leave L eave shall be granted by the Employer in accordance with the laws of Singapore

. 9

. T ERMINATION

9 .1 The Employer may terminate this Agreement
, by giving not less than 30 days’ written notice ; or , at E mployer ’s discretion paying the Employee one month’s salary i n lieu of such notice; and

9.2 The Employee may after 6 months terminate this Agreement, by giving not less than 90 days’ notice ;

9. 3 Employer may terminate this Agreement b y immediate notice if : (a) t he Employee fails or ceases to hold any of the Qualifications;
(b) the Employee commits a breach of the terms of this Agreement
, serious misconduct, disobedience or neglect of duty. Without limitation, the following events shall be serious misconduct for the purposes of this Clause : (i) the Employee wilfully neglects the interests of the Client or Employer or damages the Client 's property through negligence; or
(ii) the Employee is continuously absent from work for more than 2 days without appro val or without reasonable excuse ; orG CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 6

(iii) the Employee consumes alcohol in contravention of the Client 's in

- house rules applicable to its Employee s or any applicable rules of any relevant aviation supervisory authority as the same may be amended from time to time; or
(iv) the Employee fails or refuses to comply with any reasonable or lawful direction of the Employer or the Client or with any in

- house rules or policies of the Client applicable to the provision of the Services; or
(v) the Employee engages in c onduct on or off duty which is prejudicial to the interest, good name or reputation of the Client or E mployer ; or (vi) the Employee is dishonest or commits theft including theft of the Client 's property; or
(vii) the Employee engages in smuggling or illicit trading of any kind; or
(viii) the Employee ceases to hold, (for any period of time), any one of the permits or travel documents, (including visas), necessary to provide the Services; or
(ix) the Employee engages in harassment of a work colleague or customer

. 9. 4 If the Employee terminates this Agreement prior to completion of the term specified in Clause 4.1 and fails to provide 90 days’ notice the Employee agrees to pay to Employer the equivalent of up to one month’s salary entitlement as specified in Clause 6 ab ove;

9. 5 On termination all sums owing to the Employer under this Agreement shall be immediately payable by the Employee. The Employer may deduct any outstanding debts, overpayments, or money owed to it by Employee from final pay or holiday pay.

10. RE TRENCHMENT

10.1 In circumstance s where : (a) T he Employer’s a greement with the Client for the provision of services of flight person n el is terminated, suspended or otherwise comes to an end ; or (b) Client terminates its a greement with the Employer with respect to Employee ; or (c) Client has a liquidator or receiver appointed in respect of the Client ; or (d) if the Client : (i) is the subject of a winding up petition; or
(ii) passes a winding up resolution; or
(iii) fails to maintain any licences required by l aw or any competent regulatory authority; or (iv) ceases to carry on business or meet its financial obligations; or (e) T he Employee ’ s role is made r edundan t or retrench ed
,
t hen the E mployer shall be entitle d to terminate this A greement by giving 30 days’ written notice to the Employee and Empl oyee shall not be entitled to any additional payment or payment or compensation for redundancy or retrenchment.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 7 1 1

. OTHER EMPLOYMENT OBLIGATIONS

1 1

. 1 The Employee shall not, whether during the currency of this Agreement or after its termination for whatever reason, use, disclose or distribute to any person or entity, otherwise than as necessary for the proper performance of their duties and responsibilities under this Agreement , or as required by law, any confidential inf ormation, messages, data or trade secrets acquired by the Employee in the course of performing their services under this Agreement . This includes, but is not limited to, information about the Employer's or the Client ’s business

.
1 1 .2 All work produced for the Employer by the Employee under this Agreement or otherwise and the right to the copyright and all other intellectual property in all such work are the sole property of the Employer.

1 1 .3 The Employee agrees that there are no contracts, restrict ions or other matters which would interfere with their ability to discharge their obligations under this A greement . If, while performing their duties and responsibilities under this A greement , the Employee becomes aware of any potential or actual conflict between their interests and those of the Employer, then the Employee shall immediately inform the Employer. Where the Employer forms the view that such a conflict does or could exist, it may direct the Employee to take action(s) to resolve that conflict, and the Employee shall comply with that instruction. When acting in their capacity as Employee, the Employee shall not, either directly or indirectly, receive or accept for their own benefit or the benefit of any person or entity other than the Employer any gratuity, emolument, or payment of any kind from any person having or intending to have any business with the Employer.

1 1 .4 During the term of this Agreement, the Employee shall not, without the prior written approval of the Employer, whether paid or unpaid, be directly or indirectly engaged in any other employment.

1 1

. 5 The Employee shall comply with all company rules, policies and directions, as notified by the Employer from time to time. The Employer is entitled to amend, cancel or introduce s uch rules, policies and directions, as it considers necessary.

1 1

. 6 The Employee agrees that for a period of 6 months following the termination of their employment for whatever reason, they shall not, either personally, or as an employee, consultant or agent for any other entity or employer, seek to solicit or engage or employ any employee of the Employer. The Employee a grees with these provisions and receives consideration in the total remuneration package.

1 2

. RETURN OF PROPERTY ON TERMINATION
The Employee shall, on termination of this Agreement, return to the Client and/or the Employer all manuals, items of uniform, identity card and any other items of property issued to the Employee by or on behalf of the Client

. 1 3

. HEALTH AND SAFETY

T he Employer shall comply with all applicable health and safety legislation

. The Employee shall comply with all applicable health and safety laws and regulations in any jurisdiction in which the Employee performs duties and with all directions and instructions from the Employer and /or the Client regarding health and safety ; and

Familiarise hi m/hers elf with and comply with any health and s afety documentation issued by the Employer and / or the Client and provided to the Employe e including without limitation as contained in the Client ’ s s tandard op e rating procedures rule or regulations and any empl o yee hand book and shall also take all reasonable steps to ensure that in the performance of their employment they do not undermine their own health and safety or the health and safety of any other person.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 8 1 4

. EMPLOYMENT DISPUTES

If the Employee c onsiders that there is a problem, including any problem with the Client
, the problem should be raised as soon as possible with the Employer . This can b e done in writing or verbally. The parties use reasonable efforts will then try to establish the facts of the problem and discuss possible solutions.

15

. OTHER CONTRACTUAL CLAUSES

1 5 .1 Variation of Agreement The parties may vary this A greement , provided that no variation shall be effective or binding on either party unless it is in writing and signed by both parties.

1 5 .2 Assignment and Transfer The Employee must personally perform the duties and responsibilities under this A greement and
no s ubcontracting or assignment by the Employee is permissible.
The employer reserves the right to transfer the employees to another party on the same or substantially materially similar terms and conditions of employment as set out the Agreement. The E mployees acknowledges and agrees that the Employees rights and obligations will continue as they were with the transferring party.

1 5

. 3 Waiver No failure to exercise, or delay in the exercise of, any right or remedy either party may have under or in conn ection with this A greement shall operate as a waiver thereof nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof of any other such right or remedy.

1 5 .4 Severability In the event any provision (or part thereof) of this Agreement is viewed as unenforceable by any
a uthority or c ourt with jurisdiction to consider such clauses, the offending provision (or part thereof) shall be deemed severed from this Agreement without affecting the vali dity of the remainder of this Agreement , which will be appl ied as modified by the a uthority or the c ourt , or in the event it is not modified by the a uthority or c ourt , the remainder of this clause and A greement shall continue to be enforceable by the parti es.

1 5

. 5 Deductions from Salary/Wages Where requested by the Employee, the Employer may agree to deduct from their salary/wages any agreed amount and pay the amount to the organisation specified by the E mployee . The Employer shall also be entitled to deduct from any salary payment payable upon termination of employment any overpayment made to the Employee for leave taken in advance.

1 5

. 6 Employee Acknowledgment Employee acknowledges that: i) they have been a dvised of their right to take independent advice on the terms of this Agreement ; ii) they have been provided with a reasonable opportunity to take that advice; iii) they have read these terms of employment and understand these terms and their implications; iv) they agree to be bound by these terms of employment and the Employer's and the Client ’s policies and procedures as implemented by the Employer from time to time ; a nd v) the Employee has disclosed and will continue to disclose all information about the Employee that would ensure the Employer can make a determination about the Employee’s suitability for employment by the Employ er.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 9 15. 7 Media Communications The Employee shall not provide, publish or disclose information in any form, or speak on behalf of the Employer o r the Client on any matter relating to the business activities Employer or the Client
, or to this Agreement or the work to be undertaken by the Employee under this Agreement. All requests for information or interviews or for the disclosure of information shall be referred by the Employee to the Employer.

1 5

. 8 Governing Law and Dispute Resolution This A greement shall be governed by and construed in accordance with the laws of Singapore . In relation to any legal action or proceedings arising out of or in connection with this Agreement the parties hereby irrevocably submit to the non - exclusive jurisdiction of the courts of the Republic of Singapore.

SIGNED as an Agreement

for ) GLOBAL CREW ASIA LIMITED )

................................................... by: )

Date:

................................................... Address for Notices: info@ globalcrewasia.com

by ) ( ........................ ) )

................................................... the Employee : )

Date:

................................................... Address for Notices: Fax for Notices: Email for Notices: Contact Person in case of an Emergency: Name:................ Phone: Fax:G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 10 SCHEDULE 1

1. Position ; B787 [ TRI/ PIC / RCA/ FO ] P ilot

2. Employee’s Duties
(a) Providing pilot services to the Employers Client
, t he Employee shall pilot such domestic and international flights using the Aircraft as the Client may require

. (b) The Employee shall, in providing pilot services to the Client and in partic ular while on Operational Duty , be directed by the Client , with respect to operational matters , hours of work
, rest periods and rostering.
(c) The Employee shall be rostered by the Client up to the maximum time allowed by the relevant CAA

. Scheduling will be based on the Client ’ s operational parameters as may be approved by the relevant CAA and the Client ’ s operation manuals
(d) It is the Employee ’ s responsibility to ensure that he is contactable at all times, by having a mobile phone service, or other suitable messaging or communications devices. The Employee will provide the Employe r and the Client with the Employee’s current contact phone numbers.
(e) Comply with the Client’s AOC holder ́s operational manual part A and B;
(f) Provide evidence of valid licence to the Client on request ; (g) Ensure that at all times the Employee is fit to fly ; (h) Abide by the laws of any state in which the employee is required to perform duties

. (i) Notwithstanding Clause 2. (b) an d (c) above the Employee shall be responsible for monitoring the Employees own f light time l imitatio ns in accordance with the relevant CAA regulations. The Employee shall not carry out simulator duties or fly for hire or reward for any other party. The Employee shall provide flight time details ( including all deadheading, positioning or passengering tim e) to the Client o r the Employer on request.
(j) Undertake training as the Client or Employer may require, and in accordance with Schedule 3 to this Agreement

. (k) Where the Employee is appointed to provide Training Captain, Check Captain, or Simulator Instructor services to the Client
, the employee will carry out duties relating to such services as the Client may require

. 3. Qualifications
The Employee must at all times during the term of this Agreement:
(a) Meet all current requirements of the relevant Civil Aviation Authority and the International Civil Aviation Organisation to fly the Aircraft as an international and domestic air transport Employee.
(b) Meet all licensing and medical examination requirements as specified by the relevant Civil Aviation A uthority to fly the Aircraft, including being the holder of relevant aircraft type rating and appropriate licence, with experience and hours to the satisfaction of the Client and Employer

.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 11 (c) Me et the standard required by the Client and Employer for all simulator checks including recurrency training and checks, as required by the Client

. For the purposes of this Agreement : ( i) Written tests are considered failed if the Employee is unable to reach required score after 2 attempts. (ii) Simulator train ing is considered failed if the Employee is unable to reach required standard after one extra session is given in addition to syllabus. This applies to initial Type Rating/Conversion Training.
(iii) Fail on OPC/PC: if one failure is recorded an extra tra ining session in simulator will be given before new check. The second OPC/PC will be performed by a different examiner if required by Employe e . Failure of second OPC/PC check is considered final.
(iv) Failure of Line Check: A fter failure of line check 2 sectors of line training will be given before new line check. The n ew line check will be given by a different examiner if required by the candidate. Failure of second line check is considered failure final. Additional training/checking beyond these r ules c an only be granted by Client’s DFO.
(d) Obtain and maintain all visas or other entry documentation
, valid passport, visa, or employment permits required to perform the Employee ’ s duties. The reasonable cost of requisite visa/employment permit shall be reimbursed on production of receipts by the Employee.
(e) Pass any medical examination or other test required by the Employer or the Client at any time during the Employee’s employment.
(f) B e familiar with and adhere to the rules and regulations that generally apply to the relevant position of the Crew Member in an airport area, and the standards, rules and regulations that generally apply to the Crew Member in relation to the Specified Service s.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 12 SCHEDULE 2
Employer will provide or procure that the Employee is provided with the following,

1. Insurance Employer will provide suitable medical insurance and personal accident and illness insurance for the term of this Agreement . Cover notes evidencing this insurance will be provided to any Employee by Employer on request.

2. Uniforms and Identification Employee s will be provided with uniforms by the Employer , including any identification that it requires the Employee to have



### . The Employee shall take all actions necessary to adhere to the Client  ́s policy with regard to uniforms and i dentification and regalia

. 3. Travel: The Client shall make ID travel benefits available to the Employee and his qualifying family members, including ID t ravel, according to the current policies. From the start of the Employee ’ s assignment, ID tickets will be granted to and from Base subject to availability on Norwegian Longhaul ASA and Norwegian Airshuttle flights.

4. Ground Transportation: During training a nd O perational D uty, the Client shall provide ground transportation at layover stations. Any other transportation such as to and from Base shall be the responsibility of the Employee

. 5. Accommodation at layover stations:

The Client shall provide and pay for ; (a) S ingle room accommodation at Base during a period from the Employee’s first assignment and for up to 30 days thereafter . For subsequent duty the Employee will be responsible for accommodation. (b) W hen traveling back to Europe for consecutive days off the Employee will be provided hotel accommodation for one night when arriving to Europe and one night before leaving back to B ase. (c) S ingle room accommodation at layover stations other than Base ; (d) F or the Employee on E xtended O utstation L ayover in Europe
, si ngle room accommodation the night before at Base o perational d uty star ts, and the night such duty ends.

6. Medical Facilities

The Client shall use best effort s to assist in the provision of contact with medical facilities should the need arise.

7. Phone allowance (i) TRI/ PIC s : EUR 100/month from the date line flying starts.
(ii) Relief Captains and FO ’ s : EUR 50/month from the date line flying starts.G CA EMPLOYMENT AGREEMENT 2012

© Global Crew Asia Pte Limited 13 SCHEDULE 3
Training
(a) The Employee shall undertake all flight simulator training and checks, medical examinations, and training courses as and when required by the Client to maintain his licence and his own proficiency.
(b) Where the Employee has undertaken training to B787 type at the Employer’s or the Client’s cost and this Agreement is terminated (excluding termination by the Employer without cause ) prior to completion of the term the Employee shall immediately repay Employer the training costs in accordance with C lause (c) below. The Employee agrees to provide a satisfactory bank guarantee in favour of the Employer
, or a cash bond
, to the requisite value specified by the Employer in respect of such training costs prior to commencing duties.
(c) For termination occurring between ;

Pilots current on B737, B757, B767 or B747 when starting the B787 type

rating course Pilots current on any other aircraft type or not being current on B737, B757, B767 or B747 when star t ing the B787 type rating course

0

- 12 months €30,000 €40,000

13

- 24 months €20,000 € 27,000

25

- 36 months €10,000 € 13,000

After 36 months Nil NilREGULATION (EC) No 1008/2008 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 September 2008 on common rules for the operation of air services in the Community (Recast) (Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community, and in particular Article 80(2) thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and Social Committee ( 1 ),

Having regard to the opinion of the Committee of the Regions ( 2 ),

Acting in accordance with the procedure laid down in Article 251 of the Treaty ( 3 ),

Whereas:

(1) A number of substantial changes are to be made to Council Regulations (EEC) No 2407/92 of 23 July 1992 on licensing of air carriers ( 4 ), (EEC) No 2408/92 of 23 July1992 on access of Community air carriers to intraCommunity air routes ( 5 ), and (EEC) No 2409/92 of 23 July 1992 on fares and rates for air services ( 6 ). In the interests of clarity, these Regulations should be recast and consolidated into one single Regulation.

(2) In order to ensure a more efficient and consistent application of Community legislation for the internal aviation market a series of adjustments to the current legal framework is required.

(3) Recognising the potential link between the financial health of an air carrier and safety, more stringent monitoring of the financial situation of air carriers should be established. (4) Given the growing importance of air carriers with operational bases in several Member States and the need to ensure the efficient supervision of these air carriers, the same Member State should be responsible for the oversight of the air operator certificate and of the operating licence.

(5) To ensure consistent monitoring of the compliance withthe requirements of the operating licences of all Community air carriers, licensing authorities should carry out regular assessments of the air carriers' financial situation. Therefore, the latter should provide sufficient information on their financial situation, especially in the first two years of their existence as these are particularly critical for the survival of an air carrier on the market. In order to avoid a distortion of competition arising from the different application of the rules at national level, it is necessary to reinforce the financial oversight of all Community air carriers by Member States.

(6) To reduce risks to passengers, Community air carriers failing to fulfil the requirements for maintaining a valid operating licence should not be allowed to continue operations. In such cases, the competent licensing authority should revoke or suspend the operating licence.

(7) According to Regulation (EC) No 785/2004 of the European Parliament and of the Council of 21 April 2004 on insurance requirements for air carriers and aircraft operators ( 7 ) an air carrier should be insured to cover liability in case of accidents with respect to passengers, cargo and third parties. Obligations should also be placed upon air carriers for insurance to cover liability in case of accidents with respect to mail.

(8) In order to avoid excessive recourse to lease agreements of aircraft registered in third countries, especially wet lease, these possibilities should only be allowed in exceptional circumstances, such as a lack of adequate aircraft on the Community market, and they should be strictly limited in time and fulfil safety standards equivalent to the safety rules of Community and national legislation.

(9) With respect to employees of a Community air carrier operating air services from an operational base outside the territory of the Member State where that Community air 31.10.2008 EN Official Journal of the European Union L 293/3

( 1 ) OJ C 175, 27.7.2007, p. 85. ( 2 ) OJ C 305, 15.12.2007, p. 11. ( 3 ) Opinion of European Parliament of 11 July 2007 (OJ C 175 E, 10.7.2008, p. 371), Council Common Position of 18 April 2008 (OJ C 129 E, 27.5.2008, p. 1) and Position of the European Parliament of 9 July 2008 (not yet published in the Official Journal). ( 4 ) OJ L 240, 24.8.1992, p. 1. ( 5 ) OJ L 240, 24.8.1992, p. 8. ( 6 ) OJ L 240, 24.8.1992, p. 15. ( 7 ) OJ L 138, 30.4.2004, p. 1.carrier has its principal place of business, Member States should ensure the proper application of Community and national social legislation.

(10) In order to complete the internal aviation market, still existing restrictions applied between Member States, such as restrictions on the code sharing on routes to third countries or on the price setting on routes to third countries with an intermediate stop in another Member State (sixth freedom flights) should be lifted.

(11) To take into account the special characteristics and constraints of the outermost regions, in particular their remoteness, insularity and small size, and the need to properly link them with the central regions of theCommunity, special arrangements may be justified regarding the rules on the period of validity of the contracts for public service obligations covering routes to such regions.

(12) The conditions under which public service obligations may be imposed should be defined clearly in an unambiguous way, while the associated tender procedures should allow a sufficient number of competitors to take part in the tenders. The Commission should be able to obtain as much information as necessary to be able to assess the economic justifications for public service obligations in individual

cases.

(13) The rules in force with regard to traffic distribution between airports serving the same city or conurbation should be clarified and simplified.

(14) It is appropriate to ensure that Member States have the possibility to react to sudden problems resulting from unforeseeable and unavoidable circumstances, which make it technically or practically very difficult to carry out air services.

(15) Customers should have access to all air fares and air ratesirrespective of their place of residence within the Community or their nationality and irrespective of the place of establishment of the travel agents within the Community.

(16) Customers should be able to compare effectively the prices for air services of different airlines. Therefore the final price to be paid by the customer for air services originating in the Community should at all times be indicated, inclusive of all taxes, charges and fees. Community air carriers are also encouraged to indicate the final price for their air services from third countries to the Community.

(17) The measures necessary for the implementation of this Regulation should be adopted in accordance with Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission ( 1 ).

(18) Since the objective of this Regulation, namely more homogeneous application of Community legislation with regard to the internal aviation market cannot be sufficiently achieved by the Member States because of the international character of air transport, and can therefore be better achieved at Community level, the Community may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve that objective.

(19) The Ministerial Statement on Gibraltar Airport, agreed in Cordoba on 18 September 2006, during the first ministerial meeting of the Forum of Dialogue on Gibraltar, will replace the Joint Declaration on the airport made in London on 2 December 1987, and full compliance with it will be deemed to constitute compliance with the 1987 declaration.

(20) It is therefore necessary to repeal Regulations (EEC) No 2407/92, (EEC) No 2408/92 and (EEC) No 2409/92,

HAVE ADOPTED THIS REGULATION:

CHAPTER I

GENERAL PROVISIONS

Article 1 Subject matter
1. This Regulation regulates the licensing of Community aircarriers, the right of Community air carriers to operate intraCommunity air services and the pricing of intra-Community air services.

2. The application of Chapter III of this Regulation to the airport of Gibraltar is understood to be without prejudice to the respective legal positions of the Kingdom of Spain and the United Kingdom with regard to the dispute over sovereignty over the territory in which the airport is situated.

Article 2

Definitions
For the purposes of this Regulation:

1. ‘ operating licence ’ means an authorisation granted by thecompetent licensing authority to an undertaking, permitting it to provide air services as stated in the operating licence; L 293/4 EN Official Journal of the European Union 31.10.2008

( 1 ) OJ L 184, 17.7.1999, p. 23.2. ‘ competent licensing authority ’ means an authority of a Member State entitled to grant, refuse, revoke or suspend an operating licence in accordance with Chapter II;

3. ‘ undertaking ’ means any natural or legal person, whether profit-making or not, or any official body whether having its own legal personality or not;

4. ‘ air service ’ means a flight or a series of flights carrying passengers, cargo and/or mail for remuneration and/or hire;

5. ‘ flight ’ means a departure from a specified airport towards a specified destination airport;

6. ‘ local flight ’ means a flight not involving carriage of passengers, mail and/or cargo between different airports or other authorised landing points;

7. ‘ airport ’ means any area in a Member State especially adapted for air services;

8. ‘ air operator certificate (AOC) ’ means a certificate delivered to an undertaking confirming that the operator has the professional ability and organisation to ensure the safety of operations specified in the certificate, as provided in the relevant provisions of Community or national law, as applicable;

9. ‘ effective control ’ means a relationship constituted by rights, contracts or any other means which, either separately or jointly and having regard to the considerations of fact or law involved, confer the possibility of directly or indirectly exercising a decisive influence on an undertaking, in particular by:

(a) the right to use all or part of the assets of an undertaking;

(b) rights or contracts which confer a decisive influence on the composition, voting or decisions of the bodies of an undertaking or otherwise confer a decisive influence on the running of the business of the undertaking;

10. ‘ air carrier ’ means an undertaking with a valid operating licence or equivalent;

11. ‘ Community air carrier ’ means an air carrier with a valid operating licence granted by a competent licensing authority in accordance with Chapter II;

12. ‘ business plan ’ means a detailed description of the air carrier's intended commercial activities for the period in question, in particular in relation to the expected market development and the investments to be carried out, including the financial and economic implications of these activities;

13. ‘ intra-Community air service ’ means an air service operated within the Community;

14. ‘ traffic right ’ means the right to operate an air service between two Community airports;

15. ‘ seat-only sales ’ means the sale of seats, without any other service bundled, such as accommodation, directly to the public by the air carrier or its authorised agent or a charterer;

16. ‘ scheduled air service ’ means a series of flights possessing all the following characteristics:

(a) on each flight seats and/or capacity to transport cargo and/or mail are available for individual purchase by the public (either directly from the air carrier or from its authorised agents);

(b) it is operated so as to serve traffic between the same two or more airports, either:

— according to a published timetable, or

— with flights so regular or frequent that they constitute a recognisably systematic series;

17. ‘ capacity ’ means the number of seats or the payload offered to the general public on a scheduled air service over a given period;

18. ‘ air fares ’ means the prices expressed in euro or in local currency to be paid to air carriers or their agents or other ticket sellers for the carriage of passengers on air services and any conditions under which those prices apply, including remuneration and conditions offered to agency and other auxiliary services;

19. ‘ air rates ’ means the prices expressed in euro or in local currency to be paid for the carriage of cargo and the conditions under which those prices apply, including remuneration and conditions offered to agency and other auxiliary services;

20. ‘ Member State(s) concerned ’ means the Member State(s) between or within which an air service is operated; 31.10.2008 EN Official Journal of the European Union L 293/521. ‘ Member State(s) involved ’ means the Member State(s) concerned and the Member State(s) where the air carrier(s) operating the air service is (are) licensed;

22. ‘ conurbation ’ means an urban area comprising a number of cities or towns which, through population growth and expansion, have physically merged to form one continuous built up area;

23. ‘ management account ’ means a detailed statement of income and costs of an air carrier for the period inquestion including a breakdown between air-transportrelated and other activities as well as between pecuniary and non-pecuniary elements;

24. ‘ dry lease agreement ’ means an agreement between undertakings pursuant to which the aircraft is operated under the AOC of the lessee;

25. ‘ wet lease agreement ’ means an agreement between air carriers pursuant to which the aircraft is operated under the AOC of the lessor;

26. ‘ principal place of business ’ means the head office or registered office of a Community air carrier in the Member State within which the principal financial functions and operational control, including continued airworthiness management, of the Community air carrier are exercised.

CHAPTER II

OPERATING LICENCE

Article 3
Operating licence
1. No undertaking established in the Community shall be permitted to carry by air passengers, mail and/or cargo for remuneration and/or hire unless it has been granted the appropriate operating licence.

An undertaking meeting the requirements of this Chapter shall be entitled to receive an operating licence.

2. The competent licensing authority shall not grant operating licences or maintain them in force where any of the requirements of this Chapter are not complied with.

3. Without prejudice to any other applicable provisions of Community, national, or international law, the following categories of air services shall not be subject to the requirement to hold a valid operating licence:

(a) air services performed by non-power-driven aircraft and/or ultralight power-driven aircraft; and (b) local flights.

Article 4
Conditions for granting an operating licence
An undertaking shall be granted an operating licence by the competent licensing authority of a Member State provided that:

(a) its principal place of business is located in that Member State;

(b) it holds a valid AOC issued by a national authority of the same Member State whose competent licensing authority is responsible for granting, refusing, revoking or suspending the operating licence of the Community air carrier;

(c) it has one or more aircraft at its disposal through ownership or a dry lease agreement;

(d) its main occupation is to operate air services in isolation or combined with any other commercial operation of aircraft or the repair and maintenance of aircraft;

(e) its company structure allows the competent licensing authority to implement the provisions of this Chapter;

(f) Member States and/or nationals of Member States own more than 50 % of the undertaking and effectively control it, whether directly or indirectly through one or more intermediate undertakings, except as provided for in an agreement with a third country to which the Community is a party;

(g) it meets the financial conditions specified in Article 5;

(h) it complies with the insurance requirements specified in Article 11 and in Regulation (EC) No 785/2004; and

(i) it complies with the provisions on good repute as specified in Article 7.

Article 5
Financial conditions for granting an operating licence
1. The competent licensing authority shall closely assess whether an undertaking applying for the first time for an operating licence can demonstrate that:

(a) it can meet at any time its actual and potential obligations established under realistic assumptions, for a period of 24 months from the start of operations; and L 293/6 EN Official Journal of the European Union 31.10.2008(b) it can meet its fixed and operational costs incurred by operations according to its business plan and established under realistic assumptions, for a period of three months from the start of operations, without taking into account any income from its operations.

2. For the purposes of the assessment referred to in paragraph 1, each applicant shall submit a business plan for, at least, the first three years of operation. The business plan shall also detail the applicant's financial links with any other commercial activities in which the applicant is engaged either directly or through related undertakings. The applicant shall also provide all relevant information, in particular the data referred to in point 1 of Annex I.

3. Paragraphs 1 and 2 shall not apply to an undertaking applying for an operating licence intended to cover operations with aircraft of less than 10 tonnes maximum take-off mass (MTOM) and/or less than 20 seats. Such undertakings shall demonstrate that their net capital is at least EUR 100 000 or provide, when required by the competent licensing authority, all relevant information for the purposes of the assessment referred to in paragraph 1, in particular the data referred to in point 1 of Annex I.

The competent licensing authority may nevertheless apply paragraphs 1 and 2 to an undertaking applying for an operating licence under the provisions of the previous subparagraph that intends to operate scheduled air services or whose turnover exceeds EUR 3 million per year.

Article 6

Air operator certificate

1. The granting and validity of an operating licence shall at any time be dependent upon the possession of a valid AOC specifying the activities covered by the operating licence.

2. Any modification in the AOC of a Community air carrier shall be reflected, where appropriate, in its operating licence.

Article 7

Proof of good repute

1. Where, for the purpose of issuing an operating licence, proof is required that the persons who will continuously and effectively manage the operations of the undertaking are of good repute or that they have not been declared bankrupt, the competent licensing authority shall accept as sufficient evidence in respect of nationals of Member States the production of documents issued by the competent authorities in the Member State of origin or the Member State where the person has his/her permanent residence showing that those requirements are met. 2. Where the Member State of origin or the Member State where the person has his/her permanent residence does not issue the documents referred to in paragraph 1, such documents shall be replaced by a declaration on oath or

— in Member States where there is no provision for declaration on oath

— by a solemn declaration made by the person concerned before a competent judicial or administrative authority or, where appropriate, a notary or qualified professional body of the Member State of origin or the Member State where the person has his/her permanent residence. Such authority, notary or qualified professional body shall issue a certificate attesting the authenticity of the declaration on oath or solemn declaration.

3. The competent licensing authority may require that the documents and certificates referred to in paragraphs 1 and 2 be presented no more than three months after their date of issue.

Article 8
Validity of an operating licence

1. An operating licence shall be valid as long as the Community air carrier complies with the requirements of this Chapter.

A Community air carrier shall at all times be able on request to demonstrate to the competent licensing authority that it meets all the requirements of this Chapter.

2. The competent licensing authority shall closely monitor compliance with the requirements of this Chapter. It shall in any case review compliance with these requirements in the following

cases:

(a) two years after a new operating licence has been granted;

(b) when a potential problem has been suspected; or

(c) at the request of the Commission.

In case the competent licensing authority suspects that financial problems of a Community air carrier might affect the safety of its operations, it shall immediately inform the authority competent for the AOC.

3. The operating licence shall be resubmitted for approval when a Community air carrier:

(a) has not started operations within six months of the granting of an operating licence;

(b) has ceased its operations for more than six months; or 31.10.2008 EN Official Journal of the European Union L 293/7(c) which has been licensed on the basis of the first subparagraph of Article 5(3) intends to engage in operations with aircraft above the size threshold specified in Article 5(3) or no longer complies with the financial conditions set out therein.

4. A Community air carrier shall provide to the competent licensing authority its audited accounts no later than six months following the last day of the respective financial year, unless otherwise provided for in national law. During the first two years of operation of a Community air carrier, the data as referred to in point 3 of Annex I shall be made available to the competent licensing authority upon request.

The competent licensing authority may at any time assess the financial performance of a Community air carrier to which it has granted an operating licence by requesting the relevant information. As part of such an assessment, the Community air carrier in question shall update the data referred to in point 3 of Annex I and provide it to the competent licensing authority upon request.

5. A Community air carrier shall notify the competent licensing authority:

(a) in advance of any plans for the operation of a new air service to a continent or a world region not previously served, or any other substantial change in the scale of its activities, including, but not limited to, changes in the type or number of aircraft used;

(b) in advance of any intended mergers or acquisitions; and

(c) within 14 days of any change in the ownership of any single shareholding which represents 10 % or more of the total shareholding of the Community air carrier or of its parent or ultimate holding company.

6. If the competent licensing authority deems the changes notified under paragraph 5 to have a significant bearing on the finances of the Community air carrier, it shall require the submission of a revised business plan incorporating the changes in question and covering, at least, a period of 12 months from its date of implementation as well as the data referred to in point 2 of Annex I, in addition to the information to be provided under paragraph 4.

The competent licensing authority shall take a decision on the revised business plan as to whether the Community air carrier can meet its existing and potential obligations during that period of 12 months. Such a decision shall be taken not later than three months after all the necessary information has been submitted to it.

7. In relation to Community air carriers licensed by it the competent licensing authority shall decide whether the operating licence shall be resubmitted for approval in case of change in one or more elements affecting the legal situation of a Community air carrier and, in particular, in the case of a merger or takeover.

8. Paragraphs 4, 5 and 6 shall not apply to Community air carriers exclusively engaged in operations with aircraft of less than 10 tonnes MTOM and/or less than 20 seats. Such Community air carriers shall at all times be able to demonstrate that their net capital is at least EUR 100 000 or to provide when required by the competent licensing authority the information relevant for the purposes of the assessment referred to in Article 9(2).

The competent licensing authority may nevertheless apply paragraphs 4, 5 and 6 to Community air carriers licensed by it that operate scheduled air services or whose turnover exceeds EUR 3 million per year.

Article 9

Suspension and revocation of an operating licence

1. The competent licensing authority may at any time assess the financial performance of a Community air carrier which it has licensed. Based upon its assessment, the authority shall suspend or revoke the operating licence if it is no longer satisfied that this Community air carrier can meet its actual and potential obligations for a 12-month period. Nevertheless, the competent licensing authority may grant a temporary licence, not exceeding 12 months pending financial reorganisation of a Community air carrier provided that safety is not at risk, that this temporary licence reflects, when appropriate, any changes to the AOC, and that there is a realistic prospect of a satisfactory financial reconstruction within that time period.

2. Whenever there are clear indications that financial problems exist or when insolvency or similar proceedings are opened against a Community air carrier licensed by it the competent licensing authority shall without delay make an in-depth assessment of the financial situation and on the basis of its findings review the status of the operating licence in compliance with this Article within a time period of three months. L 293/8 EN Official Journal of the European Union 31.10.2008The competent licensing authority shall inform the Commission of its decisions, relating to the status of the operating licence.

3. When the audited accounts referred to in Article 8(4) have not been communicated within the deadline indicated in that Article, the competent licensing authority shall, without undue delay, request the Community air carrier to communicate these audited accounts.

If the audited accounts are not communicated within one month, the operating licence may be revoked or suspended.

4. The competent licensing authority shall suspend or revoke the operating licence if the Community air carrier knowingly or recklessly furnishes the competent licensing authority with false information on an important point.

5. In case a Community air carrier's AOC is suspended or withdrawn, the competent licensing authority shall immediately suspend or revoke that air carrier's operating licence.

6. The competent licensing authority may suspend or revoke the operating licence of a Community air carrier if such a carrier no longer satisfies the requirements relating to good repute set out in Article 7.

Article 10

Decisions on operating licences

1. The competent licensing authority shall take a decision on an application as soon as possible, and not later than three months after all the necessary information has been submitted, taking into account all available evidence. The decision shall be communicated to the applicant. A refusal shall indicate the reasons therefor.

2. Procedures for granting, suspending and revoking operating licences shall be made public by the competent licensing authorities, which shall inform the Commission thereof.

3. A list of decisions of the competent licensing authorities to grant, suspend or revoke operating licences shall be published annually in the Official Journal of the European Union

.

Article 11

Insurance requirements

Notwithstanding Regulation (EC) No 785/2004, an air carrier shall be insured to cover liability in case of accidents with respect to mail. Article 12

Registration

1. Without prejudice to Article 13(3), aircraft used by a Community air carrier shall be registered, at the option of the Member State whose competent authority issues the operating licence, in its national register or within the Community.

2. In accordance with paragraph 1, the competent authority shall, subject to applicable laws and regulations, accept on its national register, without any discriminatory fee and without delay, aircraft owned by nationals of other Member States and transfers from aircraft registers of other Member States. No fee shall be applied to transfers of aircraft in addition to the normal registration fee.

Article 13

Leasing

1. Without prejudice to Article 4(c), a Community air carrier may have one or more aircraft at its disposal through dry or wetlease agreement. Community air carriers may freely operate wetleased aircraft registered within the Community except where this would lead to endangering safety. The Commission shall ensure that the implementation of such a provision is reasonable and proportionate and based on safety considerations.

2. A dry lease agreement to which a Community air carrier is a party or a wet lease agreement under which the Community air carrier is the lessee of the wet-leased aircraft shall be subject to prior approval in accordance with applicable Community or national law on aviation safety.

3. A Community air carrier wet leasing aircraft registered in a third country from another undertaking shall obtain prior approval for the operation from the competent licensing authority. The competent authority may grant an approval if:

(a) the Community air carrier demonstrates to the satisfaction of the competent authority that all safety standards equivalent to those imposed by Community or national law are met; and

(b) one of the following conditions is fulfilled:

(i) the Community air carrier justifies such leasing on the basis of exceptional needs, in which case an approval may be granted for a period of up to seven months that may be renewed once for a further period of up to seven months; 31.10.2008 EN Official Journal of the European Union L 293/9(ii) the Community air carrier demonstrates that the leasing is necessary to satisfy seasonal capacity needs, which cannot reasonably be satisfied through leasing aircraft registered within the Community, in which case the approval may be renewed; or

(iii) the Community air carrier demonstrates that theleasing is necessary to overcome operational difficulties and it is not possible or reasonable to lease aircraft registered within the Community, in which case the approval shall be of limited duration strictly necessary for overcoming the difficulties.

4. The competent authority may attach conditions to the approval. Such conditions shall form part of the wet lease agreement.

The competent authority may refuse to grant an approval if there is no reciprocity as regards wet leasing between the Member State concerned or the Community and the third country where the wet-leased aircraft is registered.

The competent authority shall inform the Member States concerned about an approval it has granted for wet leasing aircraft registered in a third country.

Article 14

Right to be heard

The competent licensing authority shall ensure that, when adopting a decision to suspend or revoke the operating licence of a Community air carrier, the Community air carrier concerned is given the opportunity of being heard, taking into account the need, in some cases, for an urgency procedure.

CHAPTER III

ACCESS TO ROUTES

Article 15

Provision of intra-Community air services

1. Community air carriers shall be entitled to operate intraCommunity air services.

2. Member States shall not subject the operation of intraCommunity air services by a Community air carrier to any permit or authorisation. Member States shall not requireCommunity air carriers to provide any documents or information which they have already supplied to the competent licensing authority, provided that the relevant information may be obtained from the competent licensing authority in due time. 3. If the Commission, on the basis of information obtained under Article 26(2), finds that the operating licence granted to aCommunity air carrier is not in compliance with the requirements of this Regulation it shall forward its findings to the competent licensing authority which shall send its comments to the Commission within 15 working days.

If the Commission, after examining the comments of the competent licensing authority, maintains that the operating licence is not compliant, or no comments have been received from the competent licensing authority it shall, in accordance with the procedure referred to in Article 25(2), take a decision to request the competent licensing authority to take the appropriate corrective measures or to suspend or revoke the operating licence.

The decision shall set a date by which the corrective measures oractions by the competent licensing authority shall be implemented. If the corrective measures or actions have not been implemented by that date the Community air carrier shall not be entitled to exercise its rights under paragraph 1.

The Community air carrier may resume exercising its rights under paragraph 1 upon notification to the Commission by the competent licensing authority that the corrective measures have been implemented and that the competent licensing authority has verified the implementation.

4. When operating intra-Community air services, a Community air carrier shall be permitted to combine air services and to enter into code share arrangements, without prejudice to the Community competition rules applicable to undertakings.

Any restrictions on the freedom of Community air carriers to operate intra-Community air services arising from bilateral agreements between Member States are hereby superseded.

5. Notwithstanding the provisions of bilateral agreements between Member States, and subject to the Community competition rules applicable to undertakings, Community air carriers shall be permitted by the Member State(s) concerned to combine air services and to enter into code share arrangements with any air carrier on air services to, from or via any airport in their territory from or to any point(s) in third countries.

A Member State may, in the framework of the bilateral air service agreement with the third country concerned, impose restrictions on code share arrangements between Community air carriers and air carriers of a third country, in particular if the thirdcountry concerned does not allow similar commercial opportunities to Community air carriers operating from the Member L 293/10 EN Official Journal of the European Union 31.10.2008State concerned. In doing so, Member States shall ensure that restrictions imposed under such agreements do not restrict competition and are non-discriminatory between Community air carriers and that they are not more restrictive than necessary.

Article 16

General principles for public service obligations

1. A Member State, following consultations with the other Member States concerned and after having informed the Commission, the airports concerned and air carriers operating on the route, may impose a public service obligation in respect of scheduled air services between an airport in the Community and an airport serving a peripheral or development region in its territory or on a thin route to any airport on its territory any such route being considered vital for the economic and social development of the region which the airport serves. That obligation shall be imposed only to the extent necessary to ensure on that route the minimum provision of scheduled air services satisfying fixed standards of continuity, regularity, pricing or minimum capacity, which air carriers would not assume if they were solely considering their commercial interest.

The fixed standards imposed on the route subject to that publicservice obligation shall be set in a transparent and nondiscriminatory way.

2. In instances where other modes of transport cannot ensure an uninterrupted service with at least two daily frequencies, the Member States concerned may include in the public service obligation the requirement that any Community air carrier intending to operate the route gives a guarantee that it will operate the route for a certain period, to be specified, in accordance with the other terms of the public service obligation.

3. The necessity and the adequacy of an envisaged public service obligation shall be assessed by the Member State(s) having regard to:

(a) the proportionality between the envisaged obligation and the economic development needs of the region concerned;

(b) the possibility of having recourse to other modes of transport and the ability of such modes to meet the transport needs under consideration, in particular when existing rail services serve the envisaged route with a travel time of less than three hours and with sufficient frequencies, connections and suitable timings;

(c) the air fares and conditions which can be quoted to users;

(d) the combined effect of all air carriers operating or intending to operate on the route. 4. When a Member State wishes to impose a public service obligation, it shall communicate the text of the envisaged imposition of the public service obligation to the Commission, to the other Member States concerned, to the airports concerned and to the air carriers operating the route in question.

The Commission shall publish an information notice in the Official Journal of the European Union :

(a) identifying the two airports connected by the route concerned and possible intermediate stop-over point(s);

(b) mentioning the date of entry into force of the public service obligation; and

(c) indicating the complete address where the text and any relevant information and/or documentation related to the public service obligation shall be made available without delay and free of charge by the Member State concerned.

5. Notwithstanding the provisions of paragraph 4, with respect to routes where the number of passengers expected to use the air service is less than 10 000 per annum, the information notice on a public service obligation shall be published either in the Official Journal of the European Union or in the national official journal of the Member State concerned.

6. The date of entry into force of a public service obligation shall not be earlier than the date of publication of the information notice referred to in the second subparagraph of paragraph 4.

7. When a public service obligation has been imposed in accordance with paragraphs 1 and 2 the Community air carrier shall be able to offer seat-only sales provided that the air service in question meets all the requirements of the public service obligation. Consequently that air service shall be considered as a scheduled air service.

8. When a public service obligation has been imposed in accordance with paragraphs 1 and 2, any other Community air carrier shall at any time be allowed to commence scheduled air services meeting all the requirements of the public service obligation, including the period of operation that may be required in accordance with paragraph 2.

9. Notwithstanding paragraph 8, if no Community air carrier has commenced or can demonstrate that it is about to commence sustainable scheduled air services on a route in accordance with the public service obligation which has been 31.10.2008 EN Official Journal of the European Union L 293/11imposed on that route, the Member State concerned may limit access to the scheduled air services on that route to only one Community air carrier for a period of up to four years, after which the situation shall be reviewed.

This period may be up to five years if the public service obligation is imposed on a route to an airport serving an outermost region, referred to in Article 299(2) of the Treaty.

10. The right to operate the services referred to in paragraph 9 shall be offered by public tender in accordance with Article 17, either singly or, in cases where justified for reasons of operational efficiency, for a group of such routes to any Community air carrier entitled to operate such air services. For reasons of administrative efficiency, a Member State may issue a single invitation to tender covering different routes.

11. A public service obligation shall be deemed to have expired if no scheduled air service has been operated during a period of 12 months on the route subject to such obligation.

12. In case of sudden interruption of service by the Community air carrier selected in accordance with Article 17, the Member State concerned may, in case of emergency, select by mutual agreement a different Community air carrier to operate the public service obligation for a period up to seven months, not renewable, under the following conditions:

(a) any compensation paid by the Member State shall be made in compliance with Article 17(8);

(b) the selection shall be made among Community air carriersin compliance with the principles of transparency and nondiscrimination;

(c) a new call for tender shall be launched.

The Commission and the Member State(s) concerned shall be informed without delay of the emergency procedure and of its reasons. At the request of a Member State, or on its own initiative, the Commission may, in accordance with the procedure referred to in Article 25(2) suspend the procedure if it considers after its assessment that it does not meet the requirements of this paragraph or is otherwise contrary to Community law.

Article 17

Public tender procedure for public service obligation

1. The public tender required in Article 16(10) shall be conducted according to the procedure set out in paragraphs 2 to 10 of this Article. 2. The Member State concerned shall communicate the entire text of the invitation to tender to the Commission except where, in accordance with Article 16(5), it has made the public service obligation known through the publication of a notice in its national official journal. In such case the tender shall also be published in the national official journal.

3. The invitation to tender and the subsequent contract shall cover, inter alia, the following points:

(a) the standards required by the public service obligation;

(b) rules concerning amendment and termination of the contract, in particular to take account of unforeseeable changes;

(c) the period of validity of the contract;

(d) penalties in the event of failure to comply with the contract;

(e) objective and transparent parameters on the basis of which compensation, if any, for the discharging of the public service obligations shall be calculated.

4. The Commission shall make the invitation to tender known through an information notice published in the Official Journal of the European Union . The deadline for submission of tenders shall not be earlier than two months after the day of publication of such an information notice. In case the tender concerns a route to which the access had already been limited to one carrier in accordance with Article 16(9), the invitation to tender will be published at least six months before the start of the new concession in order to assess the continued necessity of the restricted access.

5. The information notice shall provide the following information:

(a) Member State(s) concerned;

(b) air route concerned;

(c) period of validity of the contract;

(d) complete address where the text of the invitation to tender and any relevant information and/or documentation related to the public tender and the public service obligation shall be made available by the Member State concerned;

(e) deadline for submission of tenders.

6. The Member State(s) concerned shall communicate without delay and free of charge any relevant information and documents requested by a party interested in the public tender. L 293/12 EN Official Journal of the European Union 31.10.20087. The selection among the submissions shall be made as soon as possible taking into consideration the adequacy of the service, including the prices and conditions which can be quoted to users, and the cost of the compensation required from the Member State(s) concerned, if any.

8. The Member State concerned may compensate an air carrier, which has been selected under paragraph 7, for adhering to the standards required by a public service obligation imposed under Article 16. Such compensation may not exceed the amount required to cover the net costs incurred in discharging each public service obligation, taking account of revenue relating thereto kept by the air carrier and a reasonable profit.

9. The Commission shall be informed in writing and without delay of the results of the public tender and of the selection by the Member State including the following information:

(a) numbers, names and corporate information of tenderers;

(b) operational elements contained in the offers;

(c) compensation requested in the offers;

(d) name of the selected tenderer.

10. At a request of a Member State or on its own initiative, the Commission may request Member States to communicate, within one month, all relevant documents relating to the selection of an air carrier for the operation of a public service obligation. In case the requested documents are not communicated within the deadline, the Commission may decide to suspend the invitation to tender in accordance with the procedure referred to in Article 25(2).

Article 18
Examination of public service obligations
1. Member States shall take all necessary measures to ensure that any decision taken under Articles 16 and 17 can be reviewed effectively and, in particular, as soon as possible on the grounds that such decisions have infringed Community law or national rules implementing Community law.

In particular, at a request of a Member State or on its own initiative, the Commission may request Member States to communicate, within two months:

(a) a document justifying the need for the public service obligation and its compliance with the criteria mentioned in Article 16;

(b) an analysis of the economy of the region; (c) an analysis of the proportionality between the envisaged obligations and the economic development objectives;

(d) an analysis of the existing air services, if any, and of the other modes of transport available which could be considered a substitute for the envisaged imposition.

2. At the request of a Member State which considers that the development of a route is being unduly restricted by the terms of Articles 16 and 17, or on its own initiative, the Commission shall carry out an investigation and, within six months of receipt of the request and in accordance with the procedure referred to in Article 25(2), shall take a decision on the basis of all relevant factors on whether Articles 16 and 17 shall continue to apply in respect of the route concerned.

Article 19

Traffic distribution between airports and exercise of traffic rights

1. The exercise of traffic rights shall be subject to published Community, national, regional and local operational rules relating to safety, security, the protection of the environment and the allocation of slots.

2. A Member State, after consultation with interested parties including the air carriers and airports concerned, may regulate,without discrimination among destinations inside the Community or on grounds of nationality or identity of air carriers, the distribution of air traffic between airports satisfying the following conditions:

(a) the airports serve the same city or conurbation;

(b) the airports are served by adequate transport infrastructure providing, to the extent possible, a direct connection making it possible to arrive at the airport within 90 minutes including, where necessary, on a cross-border basis;

(c) the airports are linked to one another and to the city or conurbation they serve by frequent, reliable and efficient public transport services; and

(d) the airports offer necessary services to air carriers, and do not unduly prejudice their commercial opportunities.

Any decision to regulate the distribution of air traffic betweenthe airports concerned shall respect the principles of proportionality and transparency, and shall be based on objective criteria. 31.10.2008 EN Official Journal of the European Union L 293/133. A Member State concerned shall inform the Commission of its intention to regulate the distribution of air traffic or to change an existing traffic distribution rule.

The Commission shall examine the application of paragraphs 1 and 2 of this Article and, within six months of receipt of the information from the Member State, and in accordance with the procedure referred to in Article 25(2), shall decide whether the Member State may apply the measures.

The Commission shall publish its decision in the Official Journal of the European Union and the measures shall not be applied before the publication of the Commission's approval.

4. With respect to traffic distribution rules existing at the time of the entry into force of this Regulation, the Commission shall at the request of a Member State and may on its own initiative examine the application of paragraphs 1 and 2 and, in accordance with the procedure referred to in Article 25(2), shall decide whether the Member State may continue to apply the

measure.

5. The Commission shall publish its decisions made under this Article in the Official Journal of the European Union

.

Article 20

Environmental measures
1. When serious environmental problems exist, the Member State responsible may limit or refuse the exercise of traffic rights, in particular when other modes of transport provide appropriate levels of service. The measure shall be non-discriminatory, shall not distort competition between air carriers, shall not be more restrictive than necessary to relieve the problems, and shall have a limited period of validity, not exceeding three years, after which it shall be reviewed.

2. When a Member State considers that action under paragraph 1 is necessary it shall, at least three months before the entry into force of the action, inform the other Member States and the Commission, providing adequate justification for the action. The action may be implemented unless within one month of receipt of the information a Member State concerned contests the action or the Commission, in accordance with paragraph 3, takes it up for further examination.

3. At the request of another Member State or on its own initiative, the Commission may, in accordance with the procedure referred to in Article 25(2), suspend the measures if they do not meet the requirements of paragraph 1 or are otherwise contrary to Community law.

Article 21

Emergency measures
1. A Member State may refuse, limit or impose conditions on the exercise of traffic rights to deal with sudden problems of short duration resulting from unforeseeable and unavoidable circumstances. Such action shall respect the principles of proportionality and transparency and shall be based on objective and non-discriminatory criteria.

The Commission and the other Member States shall be informed without delay of such action with its adequate justification. If the problems necessitating such action continue to exist for more than 14 days, the Member State shall inform the Commission and the other Member States accordingly and may, with the agreement of the Commission, prolong the action for further periods of up to 14 days.

2. At the request of the Member State(s) involved or on its own initiative, the Commission may suspend this action if it does not meet the requirements of paragraph 1 or is otherwise contrary to Community law.

CHAPTER IV

PROVISIONS ON PRICING

Article 22
Pricing freedom
1. Without prejudice to Article 16(1), Community air carriers and, on the basis of reciprocity, air carriers of third countries shall freely set air fares and air rates for intra-Community air services.

2. Notwithstanding the provisions of bilateral agreements between Member States, Member States may not discriminate on grounds of nationality or identity of air carriers in allowing Community air carriers to set fares and rates for air services between their territory and a third country. Any remaining restrictions on pricing, including with respect to routes to third countries, arising from bilateral agreements between Member States are hereby superseded.

Article 23

Information and non-discrimination
1. Air fares and air rates available to the general public shall include the applicable conditions when offered or published in any form, including on the Internet, for air services from an airport located in the territory of a Member State to which the Treaty applies. The final price to be paid shall at all times be indicated and shall include the applicable air fare or air rate as well as all applicable taxes, and charges, surcharges and fees which are unavoidable and foreseeable at the time of publication. In addition to the indication of the final price, at least the following shall be specified:

(a) air fare or air rate;

(b) taxes; L 293/14 EN Official Journal of the European Union 31.10.2008(c) airport charges; and
(d) other charges, surcharges or fees, such as those related to security or fuel;
where the items listed under (b), (c) and (d) have been added to the air fare or air rate. Optional price supplements shall be communicated in a clear, transparent and unambiguous way at the start of any booking process and their acceptance by the customer shall be on an ‘ opt-in ’ basis.
2. Without prejudice to Article 16(1), access to air fares and air rates for air services from an airport located in the territory of a Member State to which the Treaty applies, available to the general public shall be granted without any discrimination based on the nationality or the place of residence of the customer or on the place of establishment of the air carrier's agent or other ticket seller within the Community.

Article 24
Penalties Member States shall ensure compliance with the rules set out in this Chapter and shall lay down penalties for infringements thereof. Those penalties shall be effective, proportionate and dissuasive.

CHAPTER V

FINAL PROVISIONS
Article 25

Committee 1. The Commission shall be assisted by a committee. 2. Where reference is made to this paragraph, Articles 3 and 7 of Decision 1999/468/EC shall apply, having regard to the provisions of Article 8 thereof.

Article 26 Cooperation and right to obtain information 1. Member States and the Commission shall cooperate in applying and in monitoring the application of this Regulation.
2. In order to carry out its duties under this Regulation the Commission may obtain all necessary information from Member States, which shall also facilitate the provision of information by air carriers licensed by their competent licensing authorities.
3. Member States shall, according to their national legislation, take the necessary measures to ensure appropriate confidentiality of the information received by them pursuant to this Regulation.

Article 27

Repeal Regulations (EEC) No 2407/92, (EEC) No 2408/92 and (EEC) No 2409/92 shall be repealed.
References to the repealed Regulations shall be construed as references to this Regulation and shall be read in accordance with the correlation table in Annex II.

Article 28 Entry into force This Regulation shall enter into force on the day following its publication in the Official Journal of the European Union

.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Strasbourg, 24 September 2008. For the European Parliament The President H.-G. PÖTTERING For the Council The President J.-P. JOUYET 31.10.2008 EN Official Journal of the European Union L 293/15ANNEX I

INFORMATION TO BE PROVIDED PURSUANT TO ARTICLES 5 AND 8

1. Information to be provided by a first-time applicant from a financial fitness point of view

1.1. The most recent internal management accounts and, if available, audited accounts for the previous financial year.

1.2. A projected balance sheet, including profit-and-loss account, for the following three years.

1.3. The basis for projected expenditure and income figures on such items as fuel, fares and rates, salaries, maintenance, depreciation, exchange rate fluctuations, airport charges, air navigation charges, ground handling costs, insurance, etc. Traffic/revenue forecasts.

1.4. Details of the start-up costs incurred in the period from submission of an application to the commencement of operations and an explanation of how it is proposed to finance these costs.

1.5. Details of existing and projected sources of finance.

1.6. Details of shareholders, including nationality and type of shares to be held, and the Articles of Association. If part of a group of undertakings, information on the relationship between them.

1.7. Projected cash-flow statements and liquidity plans for the first three years of operation.

1.8. Details of the financing of aircraft purchase/leasing including, in the case of leasing, the terms and conditions of contract.

2. Information to be provided for assessment of the continuing financial fitness of existing licence holders planning a change in their structures or in their activities with a significant bearing on their finances

2.1. If necessary, the most recent internal management balance sheet and audited accounts for the previous financial year.

2.2. Precise details of all proposed changes e.g. change of type of service, proposed takeover or merger, modifications in share capital, changes in shareholders, etc.

2.3. A projected balance sheet, with a profit-and-loss account, for the current financial year, including all proposed changes in structure or activities with a significant bearing on finances.

2.4. Past and projected expenditure and income figures on such items as fuel, fares and rates, salaries, maintenance, depreciation, exchange rate fluctuations, airport charges, air navigation charges, ground handling costs, insurance, etc. Traffic/revenue forecasts.

2.5. Cash-flow statements and liquidity plans for the following year, including all proposed changes in structure or activities with a significant bearing on finances.

2.6. Details of the financing of aircraft purchase/leasing including, in the case of leasing, the terms and conditions of contract.

3. Information to be provided for assessment of the continuing financial fitness of existing licence holders

3.1. Audited accounts no later than six months following the last day of the relevant financial year, unless otherwise provided for in national law and, if necessary, the most recent internal management balance sheet. L 293/16 EN Official Journal of the European Union 31.10.20083.2. A projected balance sheet, including profit-and-loss account, for the forthcoming year.
3.3. Past and projected expenditure and income figures on such items as fuel, fares and rates, salaries, maintenance, depreciation, exchange rate fluctuations, airport charges, air navigation charges, ground handling costs, insurance, etc. Traffic/revenue forecasts.
3.4. Cash-flow statements and liquidity plans for the following year. 31.10.2008 EN Official Journal of the European Union L 293/17ANNEX II

CORRELATION TABLE
(Referred to in Article 27)

Regulation (EEC) No 2407/92 This Regulation Article 1(1) Article 1 Article 1(2) Article 3(3) Article 2 Article 2 Article 3(1) Article 3(2) Article 3(2) the second subparagraph of Article 3(1) Article 3(3) the first subparagraph of Article 3(1) Article 4(1) Article 4 Article 4(2) Article 4(f) Article 4(3)

— Article 4(4) Article 4(f) Article 4(5) the second subparagraph of Article 8(1) Article 5(1) Article 5(1) Article 5(2) Article 5(2) Article 5(3) Article 8(5) Article 5(4) Article 8(6) Article 5(5) Article 9(1) Article 5(6) Article 8(4) Article 5(7) Article 5(3) and Article 8(8) Article 6 Article 7 Article 7 Article 11 Article 8(1) Article 4(c) Article 8(2) Article 12(1) Article 8(3) Article 13(2) and (3) Article 8(4) Article 12(2) Article 9 Article 6 Article 10(1) Article 13(2) and (3) Article 10(2) Article 13(2) and (3) Article 11(1) Article 8(1) Article 11(2) Article 8(3) Article 11(3) Article 8(7) Article 12 Articles 9(2) to (6) Article 13(1) Article 10(2) Article 13(2) Article 10(1) Article 13(3)

— Article 13(4) Article 10(3) Article 14

— Article 15

— Article 16

— Article 17

— Article 18(1) Article 26(1) Article 18(2) Article 26(3) Article 19

— ANNEX ANNEX I

Regulation (EEC) No 2408/92 This Regulation Article 1(1) Article 1 Article 1(2) Article 1(2) Article 1(3)

— Article 1(4)

— L 293/18 EN Official Journal of the European Union 31.10.2008Regulation (EEC) No 2408/92 This Regulation Article 2 Article 2 Article 3(1) Article 15(1) and (2) Article 3(2)

— Article 3(3)

— Article 3(4)

— Article 4(1)(a) Article 16(1) Article 4(1)(b) Article 16(3) Article 4(1)(c) Article 16(2) Article 4(1)(d) Article 16(9)

— Article 17(1)

— Article 17(2)

— Article 17(4)

— Article 17(5)

— Article 17(6) Article 4(1)(e) Article 17(3) Article 4(1)(f) Article 17(7) Article 4(1)(g)

— Article 4(1)(h) Article 17(8)

— Article 17(9)

— Article 17(10) Article 4(1)(i) Article 18(1) Article 4(1)(j) Article 16(7) Article 4(1)(k)

— Article 4(2)

— Article 4(3) Article 18(2) Article 4(4)

— Article 5

— Article 6(1) and (2)

— Article 7 Article 15(4) and (5) Article 8(1) Article 19(2) Article 8(2) Article 19(1) Article 8(3) Article 19(3) Article 8(4)

— Article 8(5)

— Article 9(1) Article 20(1) Article 9(2) Article 20(1) Article 9(3) Article 20(2) Article 9(4) Article 20(3) Article 9(5) Article 22(1) Article 9(6) Article 22(2) Article 9(7)

— Article 9(8)

— Article 10

— Article 11 Article 25 Article 12(1) Article 26(2) Article 12(2)

— Article 13

— Article 14(1) Article 26(1) Article 14(2) Article 26(3) Article 15

— Article 16

— ANNEX I

— ANNEX II

— ANNEX III

—

— ANNEX II 31.10.2008 EN Official Journal of the European Union L 293/19Regulation (EEC) No 2409/92 This Regulation Article 1(1) Article 1 Article 1(2) Article 21(1) Article 1(3)

— Article 2 Article 2 Article 3

— Article 4 Article 23 Article 5(1) Article 22 Article 5(2)

— Article 5(3)

— Article 5(4)

— Article 6

— Article 7

— Article 8

— Article 9

— Article 10(1) Article 26(1) Article 10(2) Article 26(3) Article 11

— Article 12

—

— Article 27

— Article 28 L 293/20 EN Official Journal of the European Union 31.10.2008

# - Second Aviation Forum

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### 2 

# Executive Summary

Introduction 1. This document summarises the main points arising from the Second EU-US Aviation Forum on Liberalisation and Labour ('Labour Forum') which took place on 22-23 June 2009 in Brussels. 2. This second Labour Forum was organised by the Directorate General for External Relations (DG Relex) and the Directorate General for Energy and Transport (DG Tren). It followed on from the first Labour Forum held in Washington on 3-4 December 2008. 3. The aim of the second Labour Forum was to further develop the understanding of social issues relating to existing and proposed reforms under discussion in the context of the EU-US Aviation Agreement and the associated second stage negotiations, notably those associated with the reform of traditional nationality-based ownership and control rules. A programme for the event, as well as electronic copies of the presentations given, can be found on the DG Tren website at: http://ec.europa.eu/transport/air/events/2009_06_22_int_us_en.htm

4. Further information on EU-US relations can also be found on the DG Relex website: http://ec.europa.eu/external_relations/us/index_en.htm
5. The Labour Forum was attended by policy-makers and stakeholders with an interest in the social dimension of reforms associat ed with discussions on the second stage EU-US aviation agreement. It was attended by repr esentatives from Europe and the U.S., including the U.S. Departments of State and Transportation, airlines, airports, the U.S. National Mediation Board, representatives of the European Commission, EU Member States, EFTA States, the International Labour Organisation (ILO), academia, Eurofound, and trade unions from both sides of the Atlantic. Summary of the first Labour Forum and review of the key themes 6. The first morning of the Forum was dedicated to reviewing the key emerging themes from the first Labour Forum and in placing these concerns in the context of similar debates held in other sectors. Daniel Calleja, Director of Air Transport presented a short summary of the key themes from the first Labour Forum in Washington, noting the general commercial and social issues that had been identified, and the various positions of the players involved. These key themes were re inforced by stakeholders in a later session on the key emerging themes.
Employee representatives' concerns

7. The main concern held by social partners su ch as pilot representatives, the European Cockpit Association (ECA), related to the impact that possible ownership and control reforms would have on employee and union right s in the trans-national operations that would be made possible. The concern was that the freedom for airlines to establish themselves (through acquisition, merger or organic growth) on both sides of Atlantic would affect the rights traditionally enjoyed by airline employees at the national level (i.e. the right to collectively organise, negotiate, agree and enforce agreements at company level). The question that a number of social partners believe needs answering is how these rights could be protected for workers employed in the US and European airline companies based in more than one country?

### 2 8. It was asserted that such a problem had arisen in recent years within Europe as the commercial freedoms granted to airlines had not been matched by developments in social protection which are based on differing national regimes.
Employer representatives' concerns 9. Representatives from European (the Associ ation of European Airlines - the AEA) and American industry (the Air Transport Association – the ATA) focused on the poor-trackrecord of the sector in generating profits and the problems that increasingly undercapitalised airlines faced in generating the conditions for sustainable employment. For example, it was highlighted that since 2001, the US industry has generated only one year of profits and has reduced the number of full time employees by 25 per cent. This was neither good for employees nor employers, and there was a shared interest in finding a more successful formula for the industry. 10. The AEA noted that the problem of labour representation in a trans-national environment remained an unsolved problem. However, an opportunity existed: a successful second stage agreement would provide for greater stability and certainty for the industry, which would in turn help in securing its future. The ATA noted that in developing answers to the labour problem, negotiators would have to be mindful of the effect on industry.
The key-note address 11. The key note address for the Forum was given by Mr Canga-Fano, Vice President and Commissioner for Transport, Antonio Tajani's Deputy Head of Cabinet. The key messages given by Mr Canga-Fano were that the status quo was something that neither totally satisfied the airlines nor their employees. The second stage agreement therefore represented an important and unique opportunity to address both the commercial crisis facing the industry and the social dimensions of the agreement, and that the European side was ready to listen to ideas on how best to do this. The challenge of labour in the trans-national context 12. The keynote speech from Karen Curtis, Deputy Director of the Standards Department at the International Labour Organisation (ILO), pu t the issue of international employee representation in aviation in the context of past developments across the economy. The protection of labour standards in the face of increased internationalisation was a core challenge of the Organisation and an area in which a lot of work had been done. Reference was made to the 188 Conventions covering labour standards in a wide-range of sectors and a large number of these Conventions are fully applicable in the aviation sector. For example, fundamental rights rec ognised by existing conventions include the right to strike and specify the negotiation of collective agreements as an exclusive prerogative of trade union representatives. They also stress the binding nature of collective agreements. Complaints based on breaches of these basic rights can be lodged with the Organisation's Committee of Freedom of Association (CFA), which is tasked with up-holding the right to union representation. More than 2700 cases have been brought before the CFA in its history. 13. The ILO explained that, currently, no Convention exists that is tailored to the needs and circumstances of the aviation sector (though sectoral Conventions exist for health-care workers, shipping, and other trades). The establishment of such a Convention would be possible, but would need to be initiated and extensively debated in the ILO's tripartite forum (Government, Industry and Employees) before being passed as a Convention – a process which would normally take several years and would require a two-thirds vote in favour from the ILO membership. Furthermo re, a general problem of enforcement with such Conventions remained – for example, the ILO relies on moral suasion to enforce its Conventions, rather than on any form of legal sanction.

### 3 A look at some approaches 14. The discussion then moved on to a discussion of approaches that have been adopted in the aviation sector and other industries to tackle the problem of employee representation in a trans-national environment. A look at some approaches: trans-national agreements

15. The first of the themed sessions examined the experience of trans-national agreements dealing with social matters in trans-national companies. This included the experience of companies in the aviation sector, where a number of agreements have been struck between airlines and their employees. 16. Christian Welz from the European Foundation for the Improvement of Living and Working Conditions – Eurofound) introduced the sessio n by giving an overview of trans-national agreements, noting that these voluntary agreements were common at the global (International framework agreements – IFAs) and European level (European Framework Agreements – EFAs). However, there is, as yet, no clear international legal framework for their enforcement. They therefore tended to be agreements which framed the broad principles of employee-employer relationships at the company level, but often the detail was left to national-level agreements betw een employees and their employers. Such framework agreements also tended to be restricted in terms of their scope, with many limited to issues such as consultation procedures during periods of company restructuring. 17. KLM (Miriam Kartman) then set out their experience in the aviation sector, which had been developed following the Air France economic merger to deal with many of the issues associated with the subsequent restructuring. Inspired by the company structure ('one group, two airlines, three busine sses'), the Group's Strategic Management Committee was responsible for the framework agreement which had been drawn up to protect certain elements within the company su ch as the existence of the two hubs (Paris and Amsterdam), the national identities of the operators and the pre-existing labour arrangements for the Air France and KLM sides of the group. It was explained that the framework agreement had been crucial in hel ping to manage the emotional concerns associated with mergers such as how best to structure dialogue between management and employees, and how to deal with concerns about the sharing of production between the companies. 18. A further example of how airlines had dealt with the trans-national dimension of their operations was provided by Mr Nick Charnl ey, Chairman of easyJet's pilot company council. easyJet has major bases in five di fferent Member States and problems arising from the application of individual Member State law had led to a realisation that the original approach preferred by labour and management of a single contract for all staff was not tenable, and there was therefore a need to move to a system of decentralised agreements based on tailoring elements of the package to local conditions. This was managed within a global framework agreement with the different national representatives. This means that although much of the content of collective agreements still tends to be negotiated at "group" level, the union structures mean that a coordinated position from the different union groups can be difficult because of the absence of a pan-European union. The establishment of such a pan-European union is precluded by the absence of a suitable legal framework and the consequent reluctance of national unions to cede control. In further developing the trans-nat ional dimension of the management-employee relationship, it was thought that more use might be made of Works Councils to act as a forum for the sharing of views, beyond the Council's limited scope of information sharing and consultation (see section, 'A look at some approaches: the Works Council', below).

### 4 A look at some approaches: the Works Council 19. This session examined the functioning of the European Works Council, and how the concept has been applied in Europe. 20. The session was opened by Armindo Silva, acting Director at the European Commission's Directorate General for Employment (DG Empl), who explained that Works Councils are a concept developed in Europe as a way of structuring dialogue between employees and employers, and are aimed at engendering a positive industrial relations culture. Under European law (Directive 94/45/EC), companies must establish EWCs where they have more than 150 employees in 2 or more Member States and employ over 1000 people in total. These EWCs must be used to provide information and provide a forum for consultation on matters affecting employees. They are not a legal platform for negotiations. There are now 890 European Works Councils within Europe representing more than 12 million employees. 120 of these EWCs have been established in US firms, and the approach is having an effect beyond Europe. It was noted that although the statutory basis of EWCs is limited, they have played a particularly important role in cases of company restructuring. 21. A practical perspective on Works Council was provided by Timo Eckard of Vereinigung Cockpit, a large German pilots union, which underlined the role of the European Works Council as a forum for information exchange in the context of relations with Lufthansa. It was noted that such a forum would not (and legally could not) replace company to union negotiations on collective agreements – such matters had to be dealt with separately. Instead, they were a way of ensuring that employees were adequately informed of developments in the company at an appropriate juncture, and as such, they were an effective way of ensuring a flow of information between the parties. 22. A further perspective on Works Councils was provided by Emmanuel Jahan of Air France, who explained how the Councils fitted in with the other approaches to dialogue such as the trans-national agreement adopted by Air France-KLM and the direct negotiations with the labour unions. In reality, it was important to recognise the benefits and limitations of EWCs – although they are an effective means of information exchange, their role was in practice restricted because they were rarely representative. For example, the requirement to field empl oyees from each of the operating states irrespective of size, meant that the markets with the largest employment were often under-represented on the Council. Furthermore, it was difficult to structure the Council along craft lines, making it difficult to ensure representation of, for example, "cabin crew" in discussions. Correcting for these problem s would simply make the Works Councils unwieldy. EWCs were therefore a useful complement to more traditional means of dialogue between companies and their employees. A look at some approaches: Multinational Conventions 23. The next approach examined was that of the multinational convention. In the absence of harmonised national labour standards for aviation workers, some commentators have suggested that a multinational convention on the rights of airline workers might be one way forward. One industry which has pioneered such an approach has been the maritime sector, and this session examined their experience in this area. 24. The session was opened by a presentation by George Quick, Vice President of the International Organization of Masters, Mates and Pilots, an international union representing maritime workers. Mr Quick articulated the negative effects on labour that the system of flagging for convenience had generated, noting that it has been difficult to establish a system of standards in the sect or given that companies are often operating outside of national control. He noted that he expected problems to remain, even once the Maritime Labour Convention 2006 (see next paragraph) had been brought into force.

### 5 25. A detailed account of the efforts made by participants in the sector to agree a revised Martime Labour Convention aimed at tackling the problem of inadequate standards in the sector was given by Mr Lindemann, former me mber of the Social Affairs Committee of the European Community Shipowners' Associations (ECSA). He explained that in 2001, a decision was taken by the ILO members to consolidate and update the existing Conventions, which had become out-dated. Following preparatory work, including a major conference in 2006, the Maritime Labour Convention 2006 was agreed, establishing a new set of basic standards for the industry that must be applied by all Members of the ILO. It covers the minimum requirements for seafarers to work on a ship, conditions of employment, hours of work and rest, wages, leave, repatriation, accommodation, recreational facilities, food and catering, occupational safety and health protection, medical care, welfare and social security protection. Enforcement of the standards remains an issue, and much of that work falls to the port authorities to inspect the ships' certification. Nevertheless, Mr Lindemann noted that the Convention was widely viewed as a positive step for those employed in the industry, and its implementation will be monitored closely. A look at some approaches: Common Labour Standards
26. This session examined how common labour standards might be ensured across a company operating in more than one national jurisdiction. 27. Karen Curtis from the ILO noted that there were a number of approaches to establishing common standards, some of which involved soft law (declarations) or hard law (treaties). Presently, agreements such as trans-national agreements (IFAs) lacked a clear means of enforcement, given that the trans-national nature did not sit comfortably with the national basis on which labour law was implemented. 28. Seth Rosen, Director of the International Pilots Service Corporation, stressed that aviation was a very union-dense sector and that involvement of the unions was therefore essential. He also noted that airlines needed to be profitable to secure the future of their employees; "without sustained profitability, we have nothing". Mr Rosen noted that an example of securing common labour standards in aviation was Scandinavian Airlines, where S.A.S. had been successful in ensuring common standards across their company since the creation of the airline in the 1950s. This single contract was enforceable under Swedish law and had been in operation through three rounds of restructuring since 1978. This idea that change was necessary was picked up by Mr Grau-Tanner of IATA, who noted that the industry had so far been unable to find a financially sustainable path, and the performance of the industry was likely to severely deteriorate given the current economic crisis. 29. François Ballestero, Political Secretary from the European Transport Workers Federation (ETF) set out the Federation's thoughts on what was needed to secure common labour standards across companies. The emphasis should be on the quality as well as the quantity of jobs. A list of the solutions proposed by the ETF is included under the section 'Moving the debate forward'. A look at some approaches: the Convergence of Labour Law 30. The last themed session of the Forum was aimed at examining the steps that would be needed to ensure convergence in the labour laws of the parties. This session was a chance for a discussion on the practical and political obstacles of trying to obtain a single set of labour laws as a precondition for action on reforming ownership and control restrictions in the industry. Opening the session, Marc van Hoof, Director of the European Commission's Legal Service set out the legal position with regard to the Treaty, noting that the Treaty expressly excluded certain areas of social policy from action at the Community level, namely: pay, right of associat ion, social security and the right to strike.

### 6 These fundamental exclusions make it impossi ble for the Commission to bring forward proposals on any of these issues, except in concert with Member States in the context of a dedicated mixed agreement such as the EU-US second stage agreement. 31. Carlos Salas, Vice Chairman of the European Cockpit Association (ECA) responded by noting that the Association had been a strong supporter of regulatory convergence as a means of improving standards in the industry across a number of areas such as security, safety and economic regulation. A similar approach could be advocated for social matters, though the key issue was ensuring recognition of existing arrangements such as negotiated collective agreements. When combined with information sharing and a common set of labour standards, this should provide the basis for an effective and sustainable dialogue between employees and employers. 32. Paul Rice, first Vice President of the US Air Line Pilots' Association (ALPA), concluded the session by stating that it was essential that the protection offered to workers was not diluted by moves to grant greater commercial freedom to airlines. The preferred way for doing this would be to provide for a single labour law in Europe based on the provisions of the US Railway Labor Act, which provided for clear procedures for the selection of bargaining representatives, a clear negotiation framework, a dispute resolution procedure, and a clear enforcement mechanism. Ultimately, he noted, there were four fundamentals of labour rights that needed to be protected: the ability to organise, negotiate, agree and enforce collectively. Moving the debate forward 33. The last session of the Forum was an attempt to try and summarise the key findings of the day and a half of discussions and identify a way forward. A number of social partners had developed a number of recommendations for how social considerations might be incorporated in the second stage EU-US negotiations. These formulations are summarised below. a. Formulation 1 – International Pilots Service Corporation
A second stage agreement would need to be assessed using the following criteria: i. Does the union have the strength to be able to negotiate with the company? ii. Can the distribution of work be properly agreed upon?
iii. Is it possible to enforce the contract? iv. Can individual rights be properly protected?

b. Formulation 2 - European Cockpit Association (ECA)
A second stage agreement would need to: i. Allow coherent election of independent representatives across all company fleets ii. Encourage negotiation between management and (mobile) staff at all levels iii. Acknowledge agreements

### 7 iv. Enable enforcement of the terms c. Formulation 3 – Air Line Pilots' Asssociation (ALPA) A second stage EU-US agreement would need to be based on: i. Single EU labour law ii. Single representation for class and craft iii. Selection of bargaining representative iv. Negotiation framework
v. Dispute resolution

vi. Enforcement mechanism d. Formulation 4 – European Transport Workers' Federation (ETF) A second stage agreement should include the following:
i. References to ILO conventions, OECD Guidelines, Rome Convention and European Social Charter ii. In case of trans-national airlines, mutual recognition of national trade unions where the company has the majority of its operations, their rights and collective agreements and their extension to the other countries + enforcement of the CBA

iii. Establishment of a « Joint Work’s Body » when, at least, 2 companies are jointly involved in business + mutual recognition of trade unions iv. Application of national social protection where the employee routinely performs his/her duty
v. To guarantee the individual rights as regards labor contracts, working time, vocational training and social benefits vi. To identify areas of convergence and nonconvergence on social issues between EU and USA vii. To set up a permanent EU-USA Labour Forum with the aim to make recommendations to the EU-USA governing bodies 34. It was agreed that as part of the process of developing these and other ideas for possible inclusion in a second stage agreement, an independent " explorateur ", Claude Chêne, would be appointed to develop a report on the issues. Claude Chêne is an ex-Director of Air Transport at the European Commission and is currently involved in a number of other studies for the Commission, including in the field of transport.