JULY 31ST, 2015

IAG: Aer Lingus Offer Acceptance Level

The offer document (the “Offer Document”) containing the full terms and conditions of the recommended cash offer (the “Offer”) by AERL Holding Limited (“AERL Holding”), a wholly-owned subsidiary of International Consolidated Airlines Group, S.A. (“IAG”), for the entire issued and to be issued ordinary share capital of Aer Lingus Group plc (“Aer Lingus”), was posted to Aer Lingus shareholders on 19 June 2015.

Level of acceptances
As at 1300 (Irish time) on 30 July 2015, AERL Holding had received valid acceptances of the Offer in respect of 333,702,888 Aer Lingus Shares, representing 62.48 per cent of the existing issued share capital of Aer Lingus, which AERL Holding counts towards the satisfaction of the acceptance condition to the Offer.

Offer status
IAG and AERL Holding have waived the 90 per cent acceptance condition and confirms the Offer is now unconditional as to acceptances.
IAG announces that the Offer will remain open for acceptance until 1300 (Irish time) on 18 August 2015. There will be no further extension of the Offer unless the Offer has become wholly unconditional at that time and date.

The Offer remains subject to the conditions that have not already been satisfied which are set out in Appendix I of the Offer Document, in particular acceptance of the Offer having been received in respect of the Aer Lingus shares held by the Ryanair Group.

Interests in relevant securities
As at the close of business on 29 July 2015, being the last practicable date prior to this announcement, neither AERL Holding nor any person acting in concert with AERL Holding were interested in any relevant Aer Lingus securities, apart from those below (excluding as exempt principal trader not requiring disclosure).
‒ Willie Walsh was interested in 10,616 Aer Lingus shares;
‒ Goodbody Stockbrokers (save as exempt principal trader not requiring disclosure) was interested in 593,440 Aer Lingus shares; and
‒ Maura Roe (a partner in William Fry) was interested in 3,500 Aer Lingus shares.

Acceptances have been received from Maura Roe, Goodbody and Willie Walsh. In respect of Maura Roe and Willie Walsh, acceptances have been received for their entire beneficial holding of relevant Aer Lingus securities and in respect of Goodbody, 583,440 relevant Aer Lingus securities.

Defined terms which are not defined in this announcement have the same meaning given to them in the Offer Document posted on 19 June 2015.