Publication of Prospectus

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE US AND THE DISTRICT OF COLOMBIA) OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR DOCUMENT EQUIVALENT TO A PROSPECTUS, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

26 March 2015

AA plc

("AA" or the "Company")

Issue of Prospectus in relation to Placing and Open Offer

AA plc announced on 25 March 2015 proposals to raise £935 million in aggregate from the issuance of £200 million of equity by way of a placing and open offer (the "Placing and Open Offer") and the issuance of new Class B Notes to raise £735 million.

Following approval by the Financial Conduct Authority, a prospectus setting out further details of the Placing and Open Offer (including certain risk factors and actions to be taken by shareholders) has today been issued by the Company and, together with the accompanying Application Form, posted to Qualifying Shareholders (the "Prospectus").

The Placing and Open Offer comprises, in aggregate, 51,937,501 New Ordinary Shares at an issue price of 385 pence per New Ordinary Share on the basis of 3 New Ordinary Shares for every 32 Existing Ordinary Shares. The issue price represents a discount of 9.86% to the closing price of 427.1 pence per Ordinary Share on 24 March 2015. The Placing is subject to clawback to the extent New Ordinary Shares are validly taken up by Qualifying Shareholders under the Open Offer.

The Sole Co-ordinator, on behalf of the Joint Bookrunners, as agents and on behalf of the Company, has received placing commitments from institutional investors to acquire 51,937,501 New Ordinary Shares under the terms of the conditional placing letters. The commitments are subject to certain conditions, including Admission. The commitments under the Placing are subject to claw-back from Qualifying Shareholders in line with their existing pre-emption rights.

The Placing and Open Offer is conditional upon, among other things, the placing and sponsor's agreement entered into by the Company becoming unconditional and not having been terminated in accordance with its terms and Admission of the New Ordinary Shares becoming effective by not later than 8:00 a.m. on 21 April 2015.

The expected timetable of principal events is set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1) Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to shareholders.

(2) Any reference to a time in this document is to London time, unless otherwise specified.

Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Prospectus.

A copy of the Prospectus will be made available, subject to certain restrictions, on the Company's web site www.theAA.com. A notice will also be published in the London Gazette on 30 March 2015 advising where a copy of the Prospectus is available for inspection.

An electronic copy of the Prospectus will be submitted to the National Storage Mechanism and should be available shortly for inspection at www.morningstar.co.uk/uk/NSM.

ENQUIRIES:

DISCLAIMER

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of AA plc or any of its subsidiaries (collectively, the "Company") nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision in relation to any such matter nor does it constitute a recommendation regarding the securities of the Company. Investors and prospective investors in securities of the Company are required to make their own independent investigation and appraisal of the business and financial condition of the Company and the nature of the securities. Any decision to purchase securities in the context of a proposed offering of securities, if any, should be made solely on the basis of information contained in an offering circular or prospectus published in relation to such an offering.

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the transaction. Investors should not subscribe for or purchase any securities in the Placing and Open Offer except on the basis of the information contained in the prospectus to be published shortly or which is incorporated by reference into the prospectus.

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

Securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities of the Company is being made in the United States. Neither this announcement nor any copy of it may be taken or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada, Japan, Switzerland, New Zealand or the Republic of South Africa or to any person in any of those jurisdictions. Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian, Japanese, Swiss, New Zealand or South African securities law. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Subject to certain exceptions, securities of the Company may not be offered or sold within the United States, Canada, Australia, Japan, Switzerland, New Zealand or the Republic of South Africa or to any national, resident or citizen of the United States, Canada, Australia, Japan, Switzerland, New Zealand or the Republic of South Africa.

 This announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company's business, financial condition and results of operations. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "forecast" and words of similar meaning, reflect the Company's directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this announcement and are also provided strictly on an estimate and approximate basis, further the Company expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this announcement. No statement in this announcement is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements.

This announcement has been issued by and is the sole responsibility of the Company. Each of Cenkos Securities plc ("Cenkos Securities"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Morgan Stanley & Co. International plc ("Morgan Stanley"), which are each authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA, is acting for the Company and for no-one else in connection with the contents of this announcement and the Placing and Open Offer and will not be responsible to anyone other than Company for providing the protections afforded to clients of Cenkos Securities, Credit Suisse and Morgan Stanley (together, the "Banks") or for providing advice in relation to the contents of this announcement or any matters referred to herein. The Banks are not responsible for the contents of this announcement.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.