Notice of AGM

International Cons Airlines Group

10 May 2024

 

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

 

END