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From: Sandeep Gupta <Sandeep.Gupta@broadpeakinv.com> Sent: Tuesday, 9 June 2020 5:57 PM To: Strawbridge, Vaughan <vstrawbridge@deloitte.com.au>; Algeri, Sal <saalgeri@deloitte.com.au>; Greig, John <jgreig@deloitte.com.au>; Hughes, Richard <richughes@deloitte.com.au> Cc: Hyder Ahmad <Hyder.Ahmad@broadpeakinv.com>; Chandra Sinnathuray <Chandra.Sinnathuray@broadpeakinv.com>; wwong@torinvestment.com; bburger <bburger@torinvestment.com>; jchun@torinvestment.com; Prashanth Venkatesh <Prashanth.Venkatesh@broadpeakinv.com>; Manik Gupta <Manik.Gupta@broadpeakinv.com>; Mark Wyrill <Mark.Wyrill@broadpeakinv.com>; Sackar, Timothy <tsackar@claytonutz.com>; jmcknight@hl.com; 'Peck, Julian' <Julian.Peck@morganstanley.com>; Newton, Emma-Jane <Emma-Jane.Newton@morganstanley.com>; lachlan.edwards@faradayassociates.com; john.nestel@faradayassociates.com; Cameron Cheetham <cameron.cheetham@corrs.com.au> Subject: [EXT]RE: Understanding on the way forward

Dear Vaughan

Thanks very much for your message and for speaking to me just now. We are agreeable to what was mentioned in the letter attached to your email below and look forward to working with you and your team.

Could you please have HL give us and our advisers access to the data room this evening? Faraday had sent across the list of people yesterday.

Best regards Sandeep and Willie

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-------------------------------------------------- Sandeep Gupta Broad Peak Investment Advisers +65-6372-5522 (Office) +65-9155-8884 (Mobile)

From: Strawbridge, Vaughan <vstrawbridge@deloitte.com.au> Sent: Tuesday, 9 June 2020 12:46 PM To: Sandeep Gupta <Sandeep.Gupta@broadpeakinv.com>; Algeri, Sal <saalgeri@deloitte.com.au>; Greig, John <jgreig@deloitte.com.au>; Hughes, Richard <richughes@deloitte.com.au> Cc: Hyder Ahmad <Hyder.Ahmad@broadpeakinv.com>; Chandra Sinnathuray <Chandra.Sinnathuray@broadpeakinv.com>; wwong@torinvestment.com; bburger <bburger@torinvestment.com>; jchun@torinvestment.com; Prashanth Venkatesh <Prashanth.Venkatesh@broadpeakinv.com>; Manik Gupta <Manik.Gupta@broadpeakinv.com>; Mark Wyrill <Mark.Wyrill@broadpeakinv.com>; Sackar, Timothy <tsackar@claytonutz.com>; jmcknight@hl.com; 'Peck, Julian' <Julian.Peck@morganstanley.com>; Newton, Emma-Jane <Emma-Jane.Newton@morganstanley.com> Subject: RE:Understanding on the way forward

Dear Sandeep,

Please find attached a letter for your consideration and confirmation.

Regards Vaughan

Vaughan Strawbridge Partner Deloitte Financial Advisory Pty Ltd Grosvenor Place, 225 George Street, Sydney NSW 2000, Australia D: +61 2 9322 5539 | Mobile: +61 406 534 626 vstrawbridge@deloitte.com.au | www.deloitte.com.au

PA: Courtney Longrigg M: +61450033889 E: clongrigg@deloitte.com.au

Please consider the environment before printing.

From: Sandeep Gupta <Sandeep.Gupta@broadpeakinv.com> Sent: Tuesday, 9 June 2020 2:19 PM To: Strawbridge, Vaughan <vstrawbridge@deloitte.com.au>; Algeri, Sal <saalgeri@deloitte.com.au>; Greig, John <jgreig@deloitte.com.au> Cc: Hyder Ahmad <Hyder.Ahmad@broadpeakinv.com>; Chandra Sinnathuray <Chandra.Sinnathuray@broadpeakinv.com>; wwong@torinvestment.com; bburger <bburger@torinvestment.com>;jchun@torinvestment.com; Prashanth Venkatesh <Prashanth.Venkatesh@broadpeakinv.com>; Manik Gupta <Manik.Gupta@broadpeakinv.com>; Mark Wyrill <Mark.Wyrill@broadpeakinv.com> Subject: [EXT]RE: Understanding on the way forward

Dear Vaughan, I tried calling you. We still haven’t heard back from your or your advisers after our calls and email yesterday apart from a message from Emma Jane from MS more than three hours ago saying that they will call us shortly together with HL. We have now lost more than half a day again without any access to information that we had agreed yesterday should be provided to us. Can we pls speak soon to understand what’s causing the hold-up?

Best regards Sandeep

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-------------------------------------------------- Sandeep Gupta Broad Peak Investment Advisers +65-6372-5522 (Office) +65-9155-8884 (Mobile)

From: Sandeep Gupta Sent: Monday, 8 June 2020 5:15 PM To: Strawbridge, Vaughan <vstrawbridge@deloitte.com.au>; Algeri, Sal <saalgeri@deloitte.com.au>; Greig, John <jgreig@deloitte.com.au> Cc: Hyder Ahmad <Hyder.Ahmad@broadpeakinv.com>; Chandra Sinnathuray <Chandra.Sinnathuray@broadpeakinv.com>; wwong@torinvestment.com; bburger <bburger@torinvestment.com>; jchun@torinvestment.com; Prashanth Venkatesh <Prashanth.Venkatesh@broadpeakinv.com>; Manik Gupta <Manik.Gupta@broadpeakinv.com>; Mark Wyrill <Mark.Wyrill@broadpeakinv.com> Subject: Understanding on the way forward

Dear Vaughan, Sal and John,

Thank you for your time earlier today. We wanted to confirm the understanding that we have reached on the way forward for us to participate in the process.

We will get full access to the data and information that has been provided to the bidders and will get all relevant updates that are provided going forward to the bidders.

After reviewing the information, we would engage with the Virgin management team later this week to discuss the issues arising out of our review of the data. We anticipate this to take place over Thursday or Friday and the initial session will need to be a comprehensive one with representatives from management and your/your advisers’ team who can discuss all the relevant issues. We can discuss the specifics of this after our review of the information in the data room. It is quite likely that we will need follow-up meetings with management and/or your advisers next week to address and clarify additional issues as they arise.

Our expectation is that, through our review of the information and discussions with management and with you and your advisers, we will be able to form an initial view on what will broadly be acceptable to different stakeholders including:

- unions in terms of new EBA arrangement; - lessors in terms of payment profile for leases to be maintained and their expectations for terminated leases; - airports for their contracts with the airline; - key merchants on terms for their engagement etc.

If such a view cannot be formed through this, we will work with you to find an alternative approach that works within the constraints of your current bid process.

In terms of engagement with bidders, our expectation is that we would be able to engage with them quite soon in order to discuss appropriate alternatives with them around how returns to unsecured creditors and in particular bondholders can be structured.

With the above, our expectation is that we should be in a position to have an initial view around the contours of a backup recapitalisation plan, should it be needed after your review of the bids. We will get a line of sight on final bids as June 22 approaches. After you get the binding bids from the current shortlisted bidders on June 22 or around that date, we will be afforded sufficient time to review those bids and discuss them with you. Should those bids not provide an acceptable or fair return to bondholders in our view, we can offer you before June 30 (assuming binding bids have been received on or around June 22):

1) A binding Interim Funding proposal for up to A$200m to manage the operations of the airline until the date of the second creditors’ meeting; and

2) Cash collateral or other acceptable form of commitment to cover the amounts offered towards employee entitlements and the cash portion, if any, of the return offered to all unsecured creditors by the bidder whose

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bid you would have otherwise been prepared to accept. For the avoidance of doubt, this cash collateral or commitment would only be called upon by you in case we are not able to propose an acceptable recapitalisation plan ahead of the second creditors’ meeting and will be used to put these stakeholders in no worse a position than they would have been, had you accepted the relevant bid.

Should we provide you with these two commitments, it is our expectation that you will not accept the bids that have been submitted by the two shortlisted bidders and we will have the opportunity to complete our diligence and propose a recapitalisation plan and Deed of Company Arrangement before the date of the second creditors’ meeting. If we need some additional time to complete our diligence and submit a final binding plan, you will work with us to get court approval for pushing back the second creditors’ meeting, so long as the available interim funding does not become a constraint.

We hope that this captures the agreed way to move forward. We would greatly appreciate if you could confirm your agreement to this by return email.

Separately, Faraday is sending you the list for the people who will need to be given access to the data room.

We look forward to working with you to maximise the recovery for all creditors. We believe we can assist you to extract value for the benefit of all the stakeholders of Virgin and secure a profitable future for the airline and its employees.

With kind regards

Sandeep and Willie

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______________________________________________________________________ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com______________________________________________________________________ This e-mail and any attachments to it are confidential. You must not use, disclose or act on the e-mail if you are not the intended recipient. If you have received this e-mail in error, please let us know by contacting the sender and deleting the original e-mail. Liability limited by a scheme approved under Professional Standards Legislation. Deloitte refers to a Deloitte member firm, one of its related entities, or Deloitte Touche Tohmatsu Limited (“DTTL”). Each Deloitte member firm is a separate legal entity and a member of DTTL. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more. Nothing in this e-mail, nor any related attachments or communications or services, have any capacity to bind any other entity under the ‘Deloitte’ network of member firms (including those operating in Australia).