6479 Aer Lingus Group EGM Proxy.qxd

Withheld
RESOLUTION
1.
For
I/We*, being a member/members* of Aer Lingus Group plc (the “Company”)
hereby appoint the Chairman of the Meeting or
___________________________________________________________________
(see note 3) as my/our* proxy to vote for me/us* on my/our* behalf at the
Extraordinary General Meeting (the “Meeting”) of the Company to be held on
Wednesday, 10 December 2014 at 2.00 p.m. at The Radisson Hotel, Dublin Airport,
Co. Dublin and at any adjournment thereof. I/We* confirm that I/we* have read the
notes on this form of proxy. I/We* hereby direct my/our* proxy to vote as follows
on the resolution set out in the Notice convening the Meeting as indicated below and
in respect of any other matters that may arise at the Meeting as the proxy thinks fit.
This proxy may be exercised in respect of all shares registered in my/our name(s)*.
This proxy may be exercised in respect of ________________ shares registered in
my/our name(s)*. (See note 1).
Against
Aer Lingus Group plc
Form of Proxy
Extraordinary General Meeting
To authorise the Directors to proceed with the
implementation of the IASS Proposal
*Delete as appropriate in each case.
Date ..........................................................
Signature ....................................................................
Only one joint holder to sign. (see note 7)
ATTENDANCE CARD
Aer Lingus Group plc
Please sign and bring this card with you to the meeting
— it will facilitate registration and entry to the meeting.
Detach here
Extraordinary General Meeting
The Radisson Hotel, Dublin Airport, Co. Dublin,
Ireland on 10 December 2014, at 2.00 p.m.
Signature of Member/Proxy
____________________________________________________________________
If you are a proxy
Name of proxy (Block Letters)______________________________________________________________
Signature
________________________________________________________________________________________
Please do not post the Attendance Card.
It should be retained by the member or proxy (if any) and handed in at the shareholders’ Registration desk at the Extraordinary General Meeting to facilitate attendance.
NOTES:
1.
A member entitled to attend, speak, ask questions and vote is entitled to appoint one or more proxies to attend, speak, ask questions and vote on his or her
behalf at the Meeting provided each proxy is appointed to exercise rights attached to different shares held by that member. If the proxy is not being authorised
to exercise all the votes in respect of shares registered in your name, then please enter in the space provided the number of shares in respect of which the proxy
is authorised to act as your proxy and vote. If left blank your proxy will be deemed to be authorised in respect of all the votes attached to shares registered in
your name (or if this proxy form has been issued in respect of a designated account for a member, all the votes attached to shares registered in respect of that
designated account).
2.
If you wish to appoint more than one proxy please contact the Registrars of the Company, Capita Asset Services, Shareholder solutions (Ireland) on +353 1
553 0050 to obtain an additional proxy form(s). Alternatively, you may photocopy this form. Please indicate in the space provided the number of shares in
respect of which the proxy is authorised to act as your proxy. All forms must be signed and should be returned together in the same envelope.
3.
If you wish to appoint a proxy other than the Chairman of the Meeting, please insert the proxy’s name in block capitals in the space provided and delete the
words “the Chairman of the Meeting or “. If you are appointing a proxy other than the Chairman of the Meeting, please provide him/her with the Attendance
Card attached hereto to facilitate his/her attendance.
4.
A member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may
cast votes attaching to some of the shares differently from other shares held by it. The appointment of a proxy will not preclude a member from attending,
speaking, asking questions and voting at the Meeting should the member subsequently wish to do so. A proxy need not be a member of the Company but must
attend the Meeting in person to represent you.
5.
To be effective, the Form of Proxy duly completed and executed, together with any power of attorney or other authority under which it is executed, or a
notarially certified copy thereof, must be deposited with the Registrars of the Company, by post to Capita Asset Services, Shareholder solutions (Ireland), PO
Box 7117, Dublin 2, Ireland or by hand (during normal business hours) to Capita Asset Services, Shareholder solutions (Ireland), 2 Grand Canal Square, Dublin
2, Ireland, so as to be received no later than 48 hours before the time appointed for the Meeting or adjourned Meeting or (in the case of a poll taken otherwise
than at or on the same day as the Meeting or adjourned Meeting) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the
Form of Proxy must be initialled by the person who signs it.
6.
Alternatively, you may also appoint a proxy:
(a)
Electronically, to appoint a proxy electronically access the Company Registrars’ website at: www.capitashareportal.com, entering the Company name,
Aer Lingus. You will need to register for share portal by clicking on “Registration Section” (if you have not registered previously) and following the
instructions thereon; or
(b)
through CREST if you are a CREST member, CREST sponsored member or CREST member who has appointed a voting service provider.
Transmission of CREST Proxy instructions must be authenticated in accordance with Euroclear specifications as set out in the CREST Manual and
received by the Registrar under CREST Participant ID 7RA08
provided your proxy appointment is received not less than 48 hours before the time appointed for the holding of the Meeting or adjourned Meeting or (in the
case of a poll taken otherwise than at or on the same day as the Meeting or adjourned Meeting) at least 48 hours before the taking of the poll at which it is to
be used. If you wish to appoint more than one proxy, please contact the Registrars of the Company, Capita Asset Services, Shareholder solutions (Ireland),
on +353 1 553 0050. For the purpose of receipt of the appointment of a proxy through CREST, the time of receipt will be taken to be the time (as determined
by the timestamp generated by the CREST system) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST. Aer Lingus Group plc may treat as invalid a proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990
(Uncertificated Securities) Regulations, 1996.
7.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the
other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint
holding.
8.
Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote “For”, “Against” or to “Withhold” your
vote. If no such specific instructions are given, the proxy will vote or withhold your vote at his/her discretion. A vote withheld is not a vote in law and will
not be counted in the calculation of the proportion of votes “for” and “against” the resolution.
9.
On any other business which may properly come before the Meeting (including any motion to amend a resolution or adjourn the Meeting) not specified in the
Notice of the Meeting or this Form of Proxy, the proxy will act at his/her discretion.
10.
Pursuant to Section 134A of the Companies Act 1963 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996, the
Company hereby specifies that only those members registered in the register of members of the Company at close of business on 8 December 2014 or if the
Meeting is adjourned, as at 48 hours before the time appointed for the adjourned meeting shall be entitled to attend and vote at the Meeting, or if relevant, any
adjournment thereof in respect of the number of shares registered in their name at that time.
11.
Where a poll is taken at the Meeting, a member, present in person or proxy, holding more than one share is not required to cast all his/her votes in the
same way.

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