Results of Placing and Open Offer

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.

17 April 2015

AA plc

("AA" or the "Company")

Results of Placing and Open Offer

On 25 March 2015, the Company announced its proposed equity and debt refinancing, including an equity raising of approximately £200 million by way of a placing and open offer of 51,937,501 New Ordinary Shares (the "Placing and Open Offer").

The Company is pleased to announce the results of the Open Offer which closed for acceptances at 11:00 a.m. on 16 April 2015. Valid acceptances have been received in respect of 42,116,210 New Ordinary Shares, representing a total of approximately 81 per cent. of those New Ordinary Shares available under the Placing and Open Offer. Following the number of valid acceptances received from Qualifying Shareholders under the Open Offer, 9,821,291 New Ordinary Shares, representing the remaining approximately 19 per cent. of the New Ordinary Shares, will therefore be allocated to placees procured by the Sole Co-ordinator under the Placing.

Under the Placing and Open Offer, The Capital Group Companies, Inc. and its affiliates have subscribed for, in aggregate, 11,605,507 New Ordinary Shares for a total consideration of approximately £44,681,202 and Invesco Asset Management Limited acting as agent for and on behalf of its discretionary clients has subscribed for, in aggregate, 7,544,857 New Ordinary Shares for a total consideration of approximately £29,047,699. The Capital Group Companies, Inc. and its affiliates and Invesco Asset Management Limited acting as agent for and on behalf of its discretionary clients are both related parties of the Company for the purposes of the Listing Rules. The participation in the Placing by The Capital Group Companies, Inc. and its affiliates and Invesco Asset Management Limited acting as agent for and on behalf of its discretionary clients constitutes a smaller related party transaction for the purposes of paragraph 11.1.10R of the Listing Rules.

The Placing and Open Offer remains conditional, amongst other things, upon Admission. Admission is expected to become effective at or shortly after 8:00 a.m. on 21 April 2015.

Following Admission, the number of ordinary shares that the Company will have in issue will be 605,937,502. The total number of voting rights of the Company will be 605,937,502. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

Following the Placing and Open Offer and the admission of the New Ordinary Shares, the Directors of the Company will hold the following interests in the ordinary shares of the Company:

(1) Excluding Shares that are awarded to the Executive Directors and members of the senior management under the Management Value Participation Scheme.

This announcement should be read in conjunction with the full text of the prospectus dated 26 March 2015 (the "Prospectus"), published in connection with the Placing and Open Offer. Terms defined in the Prospectus have the same meaning in this announcement.

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 in any jurisdiction. 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.

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.