NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS REFERRED TO ARE SATISFIED OR WAIVED, IN WHOLE OR IN PART

FOR IMMEDIATE RELEASE

13 February 2015

Aer Lingus Group plc ("Aer Lingus" or the "Company")

ISE: EIL1                    LSE: AERL

Possible Offer Update

On 27 January 2015, the Board of Directors of Aer Lingus (the "Board") announced that it had indicated to International Consolidated Airlines Group, S.A. ("IAG") that the financial terms of IAG's proposal (the "Revised Proposal") valuing each Aer Lingus share at €2.55 (comprising  a cash offer of €2.50 and a dividend of €0.05 per share) were at a level that the Board would be willing to recommend, subject to being satisfied with the manner in which IAG proposed to address the interests of relevant parties. The Board continues to believe that the financial terms of the Revised Proposal are in the best interests of Aer Lingus' shareholders.

The Revised Proposal remains conditional on, amongst other things, confirmatory due diligence, the recommendation of the Board of Aer Lingus and the receipt of irrevocable commitments from Ryanair Limited and the Minister for Finance of Ireland to accept the offer, all of which may be waived in whole or in part by IAG.

Aer Lingus Chairman, Colm Barrington said: "Over recent weeks the Board of Aer Lingus has listened carefully to the public debate which has taken place regarding IAG's proposal. We have had further detailed discussions with IAG and the Board has a greater understanding of IAG's intentions for the future of Aer Lingus and the proposed commitments that IAG is prepared to make in relation to Aer Lingus. These discussions have further confirmed that it is clearly in IAG's interests to continue to grow Aer Lingus within the IAG Group.  The Board's view is therefore that a combination of Aer Lingus with IAG has a compelling strategic rationale and will deliver significant benefits for Aer Lingus, its employees, its customers and for Ireland."

On 11 February 2015, Aer Lingus met the interdepartmental group established by the Minister for Transport, Tourism and Sport (the "Minister") to set out the Board's views on these benefits. Aer Lingus also discussed these matters with the Minister on 12 February 2015.

At the meetings with the interdepartmental group and the Minister, Aer Lingus set out the following benefits as the key commercial drivers of the Board's view that IAG's proposal represents a compelling and significantly positive opportunity for Aer Lingus, its employees, its customers and for Ireland:

n Enhancing Ireland's position as a natural hub for Europe on the North Atlantic

-  Ireland's location at the western-most point in Europe makes it a natural gateway to connect the combined populations of Europe and North America

-  Aer Lingus believes that IAG's proposal can enable Ireland to become a central hub for European traffic across the Atlantic resulting in better utilisation of the infrastructural investment that has taken place at Irish airports

n Accelerating Aer Lingus' transatlantic, long haul growth plans

-  Aer Lingus sees the potential for its planned growth in transatlantic traffic to be significantly accelerated and for new US destinations to be added to its network.

n Growing employment

-  Additional transatlantic traffic and destinations growth will create significant numbers of new jobs in Ireland: new direct and highly skilled jobs within Aer Lingus and new indirect jobs in support activities and the tourism sector

n Enhancing  short haul growth

-  Aer Lingus' short-haul services, including on the Dublin, Cork and Shannon to London Heathrow routes, will directly benefit from sales and marketing activity conducted on its behalf by the British Airways, Iberia, Vueling and oneworld partner sales forces

n Strengthening Ireland's connectivity

-  The anticipated benefits to both Aer Lingus' long-haul and short-haul networks brought about by Aer Lingus being part of the larger IAG group will result in better connectivity to and from Ireland

n Accessing a global cargo network

-  Aer Lingus' cargo business will benefit from the global network reach and sales channels of the IAG Cargo business. This enhancement of the cargo network is expected to deliver significant benefits and additional options to Irish businesses, in particular the pharmaceutical and semi-conductor industries.

As part of the discussions with IAG, Aer Lingus has also confirmed IAG's intentions to preserve Aer Lingus as a separate operating business within the group with its own brand, management, head office and operations.

Aer Lingus Chairman, Colm Barrington concluded:  "The strong view of the Board of Aer Lingus is that the prospect of Aer Lingus being part of the IAG Group has a compelling commercial logic for Aer Lingus, has significantly positive benefits for Ireland and is strongly supportive of the Irish Government's two airline policy.  Following a combination with IAG, Aer Lingus will have a markedly greater number of more attractive growth options that will significantly benefit the Company, its employees, its customers, the tourism sector, Irish business and industry and the airports at which Aer Lingus operates and Ireland."

This statement is being made by Aer Lingus with the consent of IAG. There can be no certainty that any offer will be made. The Board will make a further update as appropriate.

For further information please visit www.aerlingus.com or contact:

The directors of Aer Lingus Group plc accept responsibility for the information contained in this announcement relating to Aer Lingus, the Aer Lingus Group, the directors of Aer Lingus and members of their immediate families, related trusts and persons connected with them.  To the best of the knowledge and belief of the directors of Aer Lingus (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The release, publication or distribution of this announcement in or into certain jurisdictions may restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements relating to the combination are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such announcements (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the combination disclaim any responsibility or liability for the violations of any such restrictions by any person.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Aer Lingus and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aer Lingus for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Investec, which is regulated and authorised in the United Kingdom by the FCA and the PRA respectively, and in Ireland by the Central Bank of Ireland for conduct of business rules, is acting exclusively for Aer Lingus as its financial adviser and sponsor in connection with the requirements of the Irish Stock Exchange and for no one else in relation to the matters outlined in this letter and will not be responsible to anyone other than Aer Lingus for providing the protections afforded to clients of Investec nor for providing advice in connection with the matters described in this letter or any matter referred to herein.

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Aer Lingus, all "dealings" in any "relevant securities" of Aer Lingus (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Aer Lingus, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Aer Lingus by IAG or "relevant securities" of IAG by Aer Lingus, or by any person "acting in concert" with either of them must also be disclosed by no later than 12 noon (Irish time) on the "business day" following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.