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

Aer Lingus Group plc ("Aer Lingus")

ISE: EIL1                    LSE: AERL

Aer Lingus Offer Acceptance Level and Update

Dublin & London, 31 July 2015:  Aer Lingus Group plc ("Aer Lingus") notes today's announcement by International Consolidated Airlines Group S.A. ("IAG") regarding the status of the recommended cash offer (the "Offer") by its wholly owned subsidiary AERL Holding Limited ("AERL Holding") for the entire issued and to be issued ordinary share capital of Aer Lingus.

In particular, Aer Lingus notes that:

·     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.

·     IAG and AERL Holding have waived the 90 per cent acceptance condition and confirmed the Offer is now unconditional as to acceptances.

·     IAG announced that the Offer will remain open for acceptance until 1300 (Irish time) on 18 August 2015 and that 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.

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.

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.

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 Offer 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.