Airbus SE — Share Issue/Capital Change 2015

Mar 25, 2015

(Not for publication or distribution in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.)

Airbus Group Plans Sale of Additional Shares in Dassault Aviation

• To Sell Around 1.38 Million Ordinary Dassault Aviation Shares Through the Placement
• Upon Completion, Airbus Group Will Hold Up To Around 27% Stake in Dassault Aviation

Amsterdam, 25 March 2015 – Airbus Group (stock exchange symbol: AIR) plans to sell approximately 1.38 million shares that it owns in Dassault Aviation (the "Shares"), representing around 15 percent of the share capital, following a bookbuilt offering (the "Placement"). With this transaction, Airbus Group continues its plan to monetize its stake in Dassault Aviation.

The Placement is targeted at eligible institutional investors with final terms to be determined following a bookbuild which will be launched at 08:00 a.m. CET on 25 March 2015, and which is expected to end on 26 March 2015 at the latest.

The French State has elected not to exercise its right of first refusal under the shareholder agreement with Airbus Group with respect to the Shares to be sold in the Placement.

In accordance with the initial agreement signed on 28 November 2014, Dassault Aviation will place an order for approximately 0.46 million of the Shares in the Placement at a maximum price of € 980 per share. This represents around 33 percent of the Placement and 5 percent of Dassault Aviation's share capital. Airbus Group will reserve these Shares to Dassault Aviation, subject to such amount not exceeding the limit of 5 percent of Dassault Aviation's share capital, at the Placement price. Should the Placement price be higher than € 980 per share, the price of the Shares sold in the Placement to Dassault Aviation will remain at € 980 while the price of the Shares to be sold to all other purchasers will remain at the higher Placement price.

In addition, Airbus Group has granted the Joint Bookrunners an over-allotment option of up to 10 percent of the portion of the Shares effectively placed with institutional investors (therefore excluding any of the Shares to be allocated to Dassault Aviation), which may be exercised on or before 24 April 2015.

BofA Merrill Lynch, Deutsche Bank AG, London Branch, Goldman Sachs and J.P. Morgan are acting as joint bookrunners (the "Joint Bookrunners") on the Placement on behalf of Airbus Group.

Airbus Group 4, rue du Groupe d'Or BP 90112 31703 – Blagnac Cedex France

Certain institutional investors have already indicated non-binding interest for the full amount of shares being offered by the Seller at a price of € 980, excluding any of the Shares allocated to Dassault Aviation but including the over-allotment option.

Upon completion of the Placement, Airbus Group will hold up to around 27 percent of Dassault Aviation's share capital and associated voting rights and will agree to a 180-day lock up for its remaining shares of Dassault Aviation, subject to certain exceptions and waiver by the Joint Bookrunners.

The final terms of the Placement are expected to be announced on or about 26 March 2015. The trading of the shares on Euronext Paris will be suspended at the request of Dassault Aviation immediately following this announcement, and is expected to resume at 09.00 a.m. Paris time on the trading day following the completion of the bookbuilding exercise and after release by Euronext Paris of the appropriate notice.

The proceeds of the Placement will be used for the general corporate purposes of Airbus Group. In November 2014, Airbus Group sold to Dassault Aviation an 8 percent holding in Dassault Aviation through an off-market block trade. After the cancellation of around 9 percent of treasury shares by Dassault Aviation, Airbus Group's holding was brought to around 42%.

......................................................................................................................................................... The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the U.S., Canada, South Africa, Australia or Japan. No action has been taken by Airbus Group, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International or J.P. Morgan Securities plc any of their respective affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration there under or pursuant to an available exemption there from. The securities have not been and will not be registered under the Securities Act and no public offering of the securities will be made in the United States.

Airbus Group 4, rue du Groupe d'Or BP 90112 31703 – Blagnac Cedex France

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with any offering of the Shares, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and J.P. Morgan Securities plc and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Each of Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and J.P. Morgan Securities plc is acting on behalf of Airbus Group and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Shares.

Merrill Lynch International, acting as a stabilisation manager (or any institution acting on its behalf) (the "Stabilisation Manager"), acting in the name and on behalf of the Joint Bookrunners, may, during a period of 30 days following the date on which the placement price is determined, i.e., according to the indicative calendar, from 27 March 2015 up to and including 24 April 2015, effect transactions with a view to maintaining the market price of Dassault Aviation S.A.'s shares in a manner consistent with applicable laws and regulations and, in particular, EU Commission Regulation No. 2273/03 of 22 December 2003, However, there is no assurance that the Stabilisation Manager will effect any stabilisation activities and if begun, such stabilisation activities may be ended at any time. Any stabilisation activities may affect the price of Dassault Aviation S.A.'s shares and could result in a market price for the shares higher than that which might otherwise prevail.

Airbus Group 4, rue du Groupe d'Or BP 90112 31703 – Blagnac Cedex France

About Airbus Group

Airbus Group is a global leader in aeronautics, space and related services. In 2014, the Group – comprising Airbus, Airbus Defence and Space and Airbus Helicopters – generated revenues of € 60.7 billion and employed a workforce of around 138,600.

Contacts:

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Airbus Group 4, rue du Groupe d'Or BP 90112 31703 – Blagnac Cedex France

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