42 Remuneration Committee Report <strong>Aer</strong> <strong>Lingus</strong> Group Plc – Annual Report <strong>2009</strong>Report of the Remuneration Committee on Directors’ Remuneration [continued]Table 2.4 Share optionsAs at 31 December <strong>2009</strong> and subject to achieving the closing market share prices (as set out in the third column below) for at least 25 of the40 days prior to the relevant dates noted below, there are outstanding options over 1,500,000 ordinary shares granted to Mr Christoph Muellercomposed as follows:No. of ordinarysharesClosing market shareprice and relevantdate for option tobecome exercisableExercise priceNominal datesexercisableMr Christoph Mueller 500,000500,000500,000€1.007 September 20127 September 2012 €0.573 (i) until 7 September 2019€1.607 September 20137 September 2013 €0.677 (ii) until 7 September 2019€2.207 September 2014 until7 September 2014 €0.886 (iii) 7 September 2019(i) 110% of €0.521 per share(ii) 130% of €0.521 per share(iii) 170% of €0.521 per share
Independent Auditors’ Report <strong>Aer</strong> <strong>Lingus</strong> Group Plc – Annual Report <strong>2009</strong>43Independent Auditors’ ReportTo the members of <strong>Aer</strong> <strong>Lingus</strong> Group plcWe have audited the financial statements of <strong>Aer</strong> <strong>Lingus</strong> Group plc for the year ended 31 December <strong>2009</strong> on pages 45 to 89 which comprise theconsolidated income statement, the consolidated statement of comprehensive income, the consolidated and Company statements of financialposition, the consolidated and Company statements of changes in equity, the consolidated statement of cash flows and the related notes.These financial statements have been prepared under the accounting policies set out therein.Respective responsibilities of directors and independent auditorsThe directors’ responsibilities for preparing the Annual Report and the financial statements, in accordance with applicable Irish lawand International Financial Reporting Standards (IFRSs) as adopted by the European Union, are set out in the Statement of Directors’Responsibilities.Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and InternationalStandards on Auditing (UK and Ireland). This <strong>report</strong>, including the opinion, has been prepared for and only for the Company’s membersas a body in accordance with Section 193 of the Companies Act, 1990 and for no other purpose. We do not, in giving this opinion, acceptor assume responsibility for any other purpose or to any other person to whom this <strong>report</strong> is shown or into whose hands it may come savewhere expressly agreed by our prior consent in writing.We <strong>report</strong> to you our opinion as to whether the Group financial statements give a true and fair view, in accordance with IFRSs as adoptedby the European Union. We <strong>report</strong> to you our opinion as to whether the Company financial statements give a true and fair view, in accordancewith IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Acts 1963 to <strong>2009</strong>. We also <strong>report</strong>to you whether the financial statements have been properly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to<strong>2009</strong> and Article 4 of the IAS Regulation. We state whether we have obtained all the information and explanations we consider necessary forthe purposes of our audit, and whether the Company statement of financial position is in agreement with the books of account.We also <strong>report</strong> to you our opinion as to:• whether the Company has kept proper books of account;• whether the Directors’ Report is consistent with the financial statements; and• whether at the statement of financial position date there existed a financial situation which may require the Company to convenean extraordinary general meeting of the Company; such a financial situation may exist if the net assets of the Company, as stated in theCompany statement of financial position, are not more than half of its called-up share capital.We also <strong>report</strong> to you if, in our opinion, any information specified by law or the Listing Rules of the Irish Stock Exchange regarding directors’remuneration and directors’ transactions is not disclosed and, where practicable, include such information in our <strong>report</strong>.We review whether the corporate governance statement reflects the Company’s compliance with the nine provisions of the June 2008Combined Code specified for our review by the Listing Rules of the Irish Stock Exchange, and we <strong>report</strong> if it does not. We are not requiredto consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of theGroup’s corporate governance procedures or its risk and control procedures.We read the other information contained in the Annual Report and consider whether it is consistent with the audited financial statements.The other information comprises only the Chairman’s Statement, the Chief Executive Officer’s Review, the Operating and Financial Review,the Corporate Social Responsibility Statement, the Directors’ Report and the Report of the Remuneration Committee on Directors’Remuneration. We consider the implications for our <strong>report</strong> if we become aware of any apparent misstatements or material inconsistencieswith the financial statements. Our responsibilities do not extend to any other information.
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