Shareholder Meeting Agenda -
Call Notice
Madrid, 10 May 2024.
The Board of Directors
of INTERNATIONAL CONSOLIDATED AIRLINES GROUP,
S.A. (the "Company") has resolved to call the
Annual Shareholders' Meeting to be held in
Madrid, at Edificio Mutua Madrileña, Paseo de la Castellana,
33, with the possibility of remote
attendance,
on 26
June 2024, at 12 noon (CEST), on second call, in the event that the legally required quorum
is not reached and therefore the meeting cannot be held on the
first call, scheduled for 25 June 2024 at 12 noon
(CEST).
The Shareholders' Meeting is called
in accordance with the following:
AGENDA
Annual accounts, corporate
management and auditor
1.-
Approval of the 2023 financial statements and
management reports of the Company and of its consolidated
group.
2.-
Approval of the non-financial information
statement for financial year 2023.
3.-
Approval of the management of the Board of
Directors during the 2023 financial year.
4.-
Re-election of KPMG Auditores, S.L. as auditor of
the Company and of its consolidated group for financial year 2024
and delegation of powers.
Results
allocation
5.-
Approval of the proposal for the allocation of
2023 results.
Directors' re-election,
appointment and resolutions on directors'
remuneration
6.-
Re-election and appointment of directors for the
Corporate Bylaws mandated one-year term.
7.-
Consultative vote on the 2023 annual report on
directors' remuneration.
8.-
Approval of the directors' remuneration
policy.
Approval of the allotment of
a maximum number of shares of the Company for share
awards
9.-
Approval of the allotment of a maximum number of
shares of the Company for share awards (including the awards to
executive directors) under the Executive Share Plan in relation to
the 2024, 2025, 2026 and 2027 financial years.
Authorisations for the
acquisition of own shares, for the issuance of shares and
convertible or exchangeable securities and for the exclusion of
pre-emptive rights
10.- Authorisation for the derivative acquisition of the Company's
own shares by the Company itself and/or by its
subsidiaries.
11.- Authorisation to the Board of Directors, with the express
power of substitution, to increase the share capital pursuant to
the provisions of Article 297.1 b) of the Companies Act.
12.- Authorisation to the Board of Directors, with the express
power of substitution, to issue securities (including warrants)
convertible into and/or exchangeable for shares of the Company.
Establishment of the criteria for determining the basis for and the
terms and conditions applicable to the conversion or
exchange.
13.- Authorisation to the Board of Directors, with the express
power of substitution, to exclude pre-emptive rights in connection
with the capital increases and the issuances of convertible or
exchangeable securities that the Board of Directors may approve
under the authorities given under resolutions 11 and 12:
a)
Up to 10 per cent of the share capital on an
unrestricted basis.
b)
Up to an additional 10 per cent of the share
capital to be used for either an acquisition or a specified capital
investment.
Delegation of
powers
14.- Delegation of powers to formalise and execute all resolutions
adopted by the Shareholders' Meeting.
The full call notice
will be published in the following days in the
form required by the law and the corporate bylaws.
From the publication of the call
notice, the call notice and the proposed resolutions prepared by
the Board of Directors, together with the remaining documentation
relating to the Shareholders' Meeting, shall be available to
shareholders at the registered office (El Caserío, Iberia Zona
Industrial nº 2 (La Muñoza), Camino de La Muñoza, s/n, 28042
Madrid), at the Shareholder Office (IAG) (calle Martínez Villergas,
49, 28027 Madrid) and on the corporate website of
the Company (www.iairgroup.com).
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Álvaro López-Jorrín Hernández
Secretary of the Board of Directors