Aer Lingus Group PLC Result of EGM (2662T)

TIDMAERL

RNS Number : 2662T

Aer Lingus Group PLC

16 July 2015

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

FOR IMMEDIATE RELEASE

16 July 2015

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

   ISE: EIL1                    LSE: AERL

Results of EGM

Dublin & London, 16 July 2015: All resolutions set out in the Notice of Extraordinary General Meeting ("EGM") of the Company held on 16 July 2015 were passed by shareholders following a poll conducted at the meeting. The results of all the polls conducted at the meeting are set out below.

 
 Resolution                        For          Against      Result 
---------------------------  --------------  ------------  --------- 
 Resolution 1 - 
  To convert and 
  re-designate one 
  Ordinary Share 
  in the issued share 
  capital of the 
  Company registered 
  in the name of 
  the Minister for 
  Finance of Ireland 
  as a B Share                  399,417,820     3,223,249     Passed 
---------------------------  --------------  ------------  --------- 
 Resolution 2 - 
  To amend the capital 
  clause in the Memorandum 
  of Association 
  of the Company 
  to provide for 
  the B Share.                  399,987,330     2,671,899     Passed 
---------------------------  --------------  ------------  --------- 
 Resolution 3 - 
  To amend the Articles 
  of Association 
  of the Company 
  to incorporate 
  the Connectivity 
  Commitments, including 
  the rights and 
  restrictions attaching 
  to the B Share.               402,113,665      539,433      Passed 
---------------------------  --------------  ------------  --------- 
 Resolution 4 - 
  To approve the 
  Connectivity Commitments 
  and related arrangements 
  with the Minister 
  for Finance of 
  Ireland for the 
  purposes of Rule 
  16 of the Irish 
  Takeover Rules.               268,049,129      464,998      Passed 
---------------------------  --------------  ------------  ---------

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

16 July 2015

Méabh Gallagher

Company Secretary

Aer Lingus Group plc

-Ends-

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

 
 Investors & Analysts 
 Catherine McGuinness           Aer Lingus Investor Relations              Tel:    +353 1 886 2228 
 
             Media 
 Declan Kearney                 Aer Lingus Communications                  Tel:    +353 86 617 2702 
 
                                         Goldman Sachs International 
 Eduard van Wyk                 Financial Advisor                          Tel:    + 44 20 7774 1000 
 Nick Harper

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 be 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.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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