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RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS OF

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A.

TO THE 2020 ANNUAL SHAREHOLDERS’ MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION. If you are in any doubt about the action you should take, you should

immediately consult your independent professional adviser.

If you have sold or otherwise transferred all your shares in International Consolidated

Airlines Group, S.A. (the “Company” or “IAG”), please forward this document and

any accompanying documents you receive in relation to such shares to the purchaser or

transferee, or to the stockbroker or other agent through whom the sale or transfer was

effected, for transmission to the purchaser or transferee.

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ANNUAL ACCOUNTS, CORPORATE MANAGEMENT AND AUDITOR

1.- APPROVAL OF THE 2019 FINANCIAL STATEMENTS AND MANAGEMENT REPORTS

OF THE COMPANY AND OF ITS CONSOLIDATED GROUP.

EXPLANATION:

The directors present to the Shareholders’ Meeting the 2019 individual annual financial

statements and management report of the Company and the 2019 consolidated annual

financial statements and management report of the Company and its subsidiaries,

together with the reports of the auditors.

PROPOSED RESOLUTION:

RESOLUTION 1

“To approve the individual annual financial statements and management report of

International Consolidated Airlines Group, S.A. and the consolidated annual financial

statements and management report of International Consolidated Airlines Group, S.A.

and its subsidiaries for the financial year ended December 31, 2019, which were

formulated by the Board of Directors at its meeting held on February 27, 2020.”

* * *

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2.- APPROVAL OF THE NON-FINANCIAL INFORMATION STATEMENT FOR FINANCIAL

YEAR 2019.

EXPLANATION:

The directors present to the Shareholders’ Meeting the 2019 non-financial information

statement, which forms part of the 2019 consolidated management report of the

Company and its subsidiaries.

According to article 49.6 of the Spanish Commercial Code, the non-financial

information statement must be submitted as a separate item on the agenda for its

approval by the Shareholders’ Meeting.


RESOLUTION 2

“To approve the non-financial information statement for financial year 2019 included

in the consolidated management report of International Consolidated Airlines Group,

S.A. and its subsidiaries for the financial year ended December 31, 2019, which was

formulated by the Board of Directors at its meeting held on February 27, 2020.”

* * *

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3.- APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS DURING THE

2019 FINANCIAL YEAR.

EXPLANATION:

In this resolution, the Board of Directors requests the approval of its management

during the financial year 2019 in accordance with article 164 of the Companies Law

(Ley de Sociedades de Capital).


RESOLUTION 3

“To approve the management of the Board of Directors during the financial year ended

December 31, 2019.”

* * *

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4.- RE-ELECTION OF ERNST & YOUNG, S.L. AS AUDITOR OF THE COMPANY AND OF

ITS CONSOLIDATED GROUP FOR FINANCIAL YEAR 2020 AND DELEGATION OF

POWERS.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders’ Meeting, upon

prior proposal from the Audit and Compliance Committee, the re-election of Ernst &

Young, S.L. as auditor for the financial statements of the Company and of its

consolidated group for financial year 2020, as well as the delegation in favour of the

Board of Directors of the power to enter into the relevant services agreement with Ernst

& Young, S.L. on the terms and conditions and for the remuneration that the Board of

Directors deems appropriate.


RESOLUTION 4

“To re-elect Ernst & Young, S.L. as auditor of International Consolidated Airlines

Group, S.A. and of its consolidated group to conduct the audit for financial year 2020

and to delegate to the Board of Directors, with the express power of substitution, to

enter into the corresponding services agreement with Ernst & Young, S.L. as auditor,

on the terms and conditions and for the remuneration it deems appropriate, and to make

such amendments as may be required in accordance with applicable law at any time.”

* * *

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5.- APPOINTMENT OF KPMG AUDITORES, S.L. AS AUDITOR OF THE COMPANY AND OF

ITS CONSOLIDATED GROUP FOR FINANCIAL YEARS 2021, 2022 AND 2023 AND

DELEGATION OF POWERS.

EXPLANATION:

To the extent that Ernst & Young, S.L has been auditing the Company and its

consolidated group for 10 years (provided that resolution four above is approved) and

that, according to article 40 of Law 22/2015, of July 20, on Accounting Auditing (Ley

de Auditoría de Cuentas), 10 years is the maximum term that an auditor could be

engaged to audit a company, the Board of Directors jointly with the Audit and

Compliance Committee propose to change the auditor of the Company and its

consolidated group.

After conducting a selection process in an impartial, transparent and non-discriminatory

manner, pursuant to applicable regulations, and from the audit firms participating in this

process, the Board of Directors, taking into account the preference expressed by the

Audit and Compliance Committee, proposes to the Shareholders’ Meeting the

appointment of KPMG Auditores, S.L. as auditor for the financial statements of the

Company and of its consolidated group for financial years 2021, 2022 and 2023, as well

as the delegation in favour of the Board of Directors of the power to enter into the

relevant services agreement with KPMG Auditores, S.L. on the terms and conditions

and for the remuneration that the Board of Directors deems appropriate.


RESOLUTION 5

“To appoint KPMG Auditores, S.L. as auditor of International Consolidated Airlines

Group, S.A. and of its consolidated group to conduct the audit for financial years 2021,

2022 and 2023 as well as to delegate to the Board of Directors, with the express power

of substitution, to enter into the corresponding services agreement with KPMG

Auditores, S.L. as auditor, on the terms and conditions and for the remuneration it

deems appropriate, and to make such amendments as may be required in accordance

with applicable law at any time.”

* * *

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RESULTS ALLOCATION

6.- APPROVAL OF THE PROPOSAL FOR THE ALLOCATION OF 2019 RESULTS.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders’ Meeting to

approve the allocation of results of the Company corresponding to the financial year

2019, consisting of a profit of 763,583 thousand euros, to the interim dividend paid on

October 2019 and to voluntary reserves.

It is placed on record that, pursuant to the provisions of article 40.6 bis of Royal

Decree-Law 8/2020, of March 17, 2020, on urgent and extraordinary measures to

confront the economic and social impact of COVID-19 (as amended by Royal Decree-

Law 11/2020 of March 31, 2020, adopting additional social and economic measures to

confront COVID-19) and based on the situation created by the COVID-19 pandemic

and its foreseeable impact on the Company, the Board of Directors amended the

proposed allocation of the Company’s profit for fiscal year 2019 included in the 2019

financial statements, cancelling the proposal to distribute 337,483,000 euros to payment

of a final dividend and, instead, to allocate such amount to voluntary reserves.

In accordance with the provisions of article 40.6 bis of Royal Decree-Law 8/2020, Ernst

& Young, S.L., as auditor of the Company and of its consolidated group, has provided a

document (a copy of which is made available to all shareholders in the Company’s

website) confirming that it would not have modified its audit opinion regarding the

2019 financial statements if, at the time of its signature, it had known about this new

proposed allocation of profit for fiscal year 2019.


RESOLUTION 6

“To approve the proposed allocation of the 2019 results of International Consolidated

Airlines Group, S.A., consisting of a profit of 763,583 thousand euros, in the following

terms:

(i) the amount of 287,728 thousand euros to the payment of a dividend that was paid

in full prior to this Shareholders’ Meeting as an interim dividend by virtue of the

resolution adopted by the Board of Directors at its meeting on October 30, 2019,

which it is resolved to ratify to the extent necessary; and

(ii) the amount of 475,855 thousand euros (the remainder of the profit for the year

following the above distribution) to voluntary reserves.”

* * *

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DIRECTORS’ REELECTION AND APPOINTMENT AND ANNUAL REPORT

ON DIRECTORS’ REMUNERATION

7.- RE-ELECTION AND APPOINTMENT OF DIRECTORS FOR THE CORPORATE BYLAWS

MANDATED ONE-YEAR TERM AND ESTABLISHMENT OF THE NUMBER OF

DIRECTORS.

The Board of Directors proposes to the Shareholders’ Meeting the re-election of the

following Company directors: Mr. Antonio Vázquez, Ms. Margaret Ewing, Mr. Javier

Ferrán, Mr. Stephen Gunning, Ms. Deborah Kerr, Ms. María Fernanda Mejía, Mr.

Emilio Saracho, Ms. Nicola Shaw and Mr. Alberto Terol, for the corporate bylaws

mandated one-year term, upon proposal from the Nominations Committee.

In this regard, the Nominations Committee considered that such directors continue to

contribute effectively to the running of the Company and have demonstrated

commitment to the role.

Mr. Kieran Poynter will not stand for re-election as part of the Board of Director’s

succession and renewal plan after serving as an independent director of the Company

for more than nine years.

Mindful of shareholder sentiment in relation to directors' commitments and considering

the increased demand on directors’ time that the current public health crisis requires,

Mr. Marc Bolland informed the Board that, after careful consideration, he has decided

not to stand for re-election at the Shareholders’ Meeting.

Both Mr. Poynter and Mr. Bolland will consequently cease to be directors of the

Company at the 2020 Shareholders’ Meeting. The Board of Directors expresses its

gratitude to Mr. Poynter and Mr. Bolland for their commitment and contribution during

their years of service as directors of the Company.

To fill the vacancies in the Board of Directors to be left by Mr. Poynter and Mr.

Bolland, the Board of Directors, with the favorable report of the Nominations

Committee, proposes to the Shareholders’ Meeting the appointment of two non-

executive proprietary directors in representation of the significant shareholder Qatar

Airways Group (Q.C.S.C.), owner of 25.1% of the share capital of the Company: Mr.

Giles Agutter and Mr. Robin Phillips.

In addition, as announced on January 9, 2020 and May 7, 2020, Mr. Willie Walsh is to

step down from his role as chief executive officer and executive director of the

Company at the 2020 Shareholders’ Meeting. He will be replaced by Mr. Luis Gallego,

currently chief executive officer at Iberia and, for that purpose, the Board of Directors

proposes to the Shareholders’ Meeting the appointment of Mr. Luis Gallego as

executive director, for the one-year term specified in the Company’s bylaws, following

the proposal submitted by the Nomination Committee, to fill the vacancy to be left by

Mr. Willie Walsh.

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The Board of Directors expresses its deep appreciation to Mr. Willie Walsh for the key

role he has played in the creation and development of IAG and for what he has achieved

as the Group chief executive.

Since 2014 Mr. Luis Gallego has been a member of the IAG leadership team as CEO of

Iberia, where he has led a profound transformation of this airline. The Board is

confident that he is the right person to lead IAG.

Finally, it is place on record that, Mr. Antonio Vázquez, after serving as Chairman of

the Company for more than nine years (which is the maximum tenure recommended

pursuant to the UK corporate governance code), has communicated its intention (if

reelected under item 7.a)) to retire and step down from his role as Chairman of the

Board in early January 2021. The continuity of Mr. Antonio Vázquez until such

moment will support the succession of the Group Chief Executive and will allow an

orderly transition in the role of Chairman of the Board of Directors.

The Board of Directors expresses its deep appreciation to Mr. Antonio Vázquez for the

crucial role he has played in the creation of the Group and his support of the Group

Chief Executive and leadership of the Board during the years he has served as

Chairman.

As unanimously agreed by the Board of Directors, Mr. Javier Ferrán, currently a non-

executive independent director of the Company, if reelected by the Shareholders’

Meeting as director of the Company, will succeed Mr. Vázquez as Chairman of the

Board.

The Board of Directors, with the support of the Nominations Committee, has issued the

corresponding reports regarding the above referred proposal for the re-election and

appointment of directors as required by the Companies Law.

Each resolution for the re-election or appointment of each director’s proposals will be

voted on separately.

a) TO RE-ELECT MR. ANTONIO VÁZQUEZ AS NON-EXECUTIVE INDEPENDENT

DIRECTOR.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders’ Meeting

the re-election of Mr. Antonio Vázquez as non-executive independent director,

upon proposal from the Nominations Committee.

• Professional profile and biographical data of Mr. Antonio Vázquez:

Key areas of experience: consumer, sales/marketing, finance, governance.

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Current external appointments: Chairman, Cooperation Board of Loyola

University. Trustee, Loyola University Foundation. Member, Advisory Board

of the Franklin Institute. Trustee, Nantik Lum Foundation.

Previous relevant experience: Chairman, Iberia 2012-2013. Chairman and

CEO, Iberia 2009-2011. Chairman and CEO, Altadis Group 2005-2008.

Chairman, Logista 2005-2008. Director, Iberia 2005-2007. Chief Operating

Officer and other various positions, Cigar Division of Altadis Group 1993-

2005. Various positions at Osborne 1978-1983 and Domecq 1983-1993.

Began his professional career in consultancy at Arthur Andersen & Co.

• Date of first and of most recent appointment as a director of the Company:

Mr. Antonio Vázquez was formally appointed as a director for the first time

on May 25, 2010, although IAG initiated its activities as the holding company

resulting from the merger between British Airways and Iberia in January

2011. He was last re-elected as director on June 20, 2019.

• Shares of the Company and derivative financial instruments whose

underlying assets are shares of the Company held by the director:

Mr. Antonio Vázquez Romero owns 596,291 Company shares.


RESOLUTION 7.a)

“To re-elect Mr. Antonio Vázquez Romero as a director for the bylaw mandated

one-year term, upon proposal from the Nominations Committee, with the status of

non-executive independent director.”

b) TO RE-ELECT MS. MARGARET EWING AS NON-EXECUTIVE INDEPENDENT

DIRECTOR.

EXPLANATION:


the re-election of Ms. Margaret Ewing as non-executive independent director,

upon proposal from the Nominations Committee.

• Professional profile and biographical data of Ms. Margaret Ewing:

Key areas of experience: Professional services, financial accounting,

corporate finance, strategic and capital planning, corporate governance, risk

management.

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Current external appointments: Senior independent non-executive director

and Chairman of the Audit and Risk Committee, ConvaTec Group Plc.

Independent non-executive director and Chair of the Audit and Risk

Committee, ITV Plc. Trustee and Chairman of the Finance and Audit

Committee, Great Ormond Street Hospital Children’s Charity (until

September 2020).

Previous relevant experience: Non-executive director, Standard Chartered Plc

2012–2014. Member of the Audit Committee, John Lewis Partnership Plc

2012–2014. Non-executive director, Whitbread Plc 2005–2007. Vice

Chairman, Managing Partner, Public Policy, Quality and Risk and London

Practice Senior Partner, Deloitte LLP 2007–2012. Director, Finance, BAA

Ltd 2006 and Chief Financial Officer, BAA PLC 2002–2006. Group Finance

Director, Trinity Mirror PLC 2000–2002. Partner, Corporate Finance,

Deloitte & Touche LLP 1987–1999.


Ms. Margaret Ewing was appointed as non-executive independent director for

the first time on June 20, 2019.



Ms. Margaret Ewing has no shares in the Company.


RESOLUTION 7.b)

“To re-elect Ms. Margaret Ewing as a director for the bylaw mandated one-year

term, upon proposal from the Nominations Committee, with the status of non-

executive independent director.”

c) TO RE-ELECT MR. JAVIER FERRÁN AS NON-EXECUTIVE INDEPENDENT

DIRECTOR.

EXPLANATION:


the re-election of Mr. Javier Ferrán as non-executive independent director, upon

proposal from the Nominations Committee.

• Professional profile and biographical data of Mr. Javier Ferrán:

Key areas of experience: Consumer, finance, sales/marketing, governance.

- 12 -

Current external appointments: Chairman, Diageo Plc. Non-executive

director, Coca Cola European Partners Plc. Member, Senior Advisor and

Director to BlackRock Long Term Private Capital.

Previous relevant experience: Member of the Supervisory Board Picard

Surgeles 2010-2020 and Chairman 2010-2019. Member, International

Advisory Board ESADE 2005–2019. Non-executive director, Associated

British Foods plc 2005–2018. Non-executive director, SABMiller plc 2015–

2016. Member, Advisory Board Agrolimen SA 2005–2016. Vice Chairman,

William Grants & Sons Limited 2005–2014. Non-executive director, Louis

Dreyfus Holdings BV 2013–2014. Non-executive director, Abbott Group

2005–2008. Non-executive director, Desigual SA. Non-executive director,

Chupa Chups SA. Partner, Lion Capital LLC 2005–2018. Management

positions with Bacardi Group including tenures as Regional President EMEA

and President and Chief Executive Officer.


Mr. Javier Ferrán was appointed as non-executive independent director for

the first time on June 20, 2019.



Mr. Javier Ferrán owns 309,900 Company shares.


RESOLUTION 7.c)

“To re-elect Mr. Francisco Javier Ferrán Larraz as a director for the bylaw

mandated one-year term, upon proposal from the Nominations Committee, with

the status of non-executive independent director.”

d) TO RE-ELECT MR. STEPHEN GUNNING AS EXECUTIVE DIRECTOR.

EXPLANATION:


the re-election of Mr. Stephen Gunning as executive director, upon proposal from

the Nominations Committee.

• Professional profile and biographical data of Mr. Stephen Gunning:

Key areas of experience: Finance, airline industry.

- 13 -

Current external appointments: Non-Executive Director, FirstGroup Plc.

Previous relevant experience: Chief Financial Officer, British Airways 2016–

2019. Director, IAG Global Business Services 2017–2019. Chief Executive

Officer, IAG Cargo 2012–2015. Pension Trustee, British Airways 2006–

2011. Managing Director of World Cargo, British Airways 2007–2012. Head

of Internal Control, British Airways 2006–2007. World Cargo Finance

Director, British Airways 2004–2006.


Mr. Stephen Gunning was appointed as executive director for the first time on

June 20, 2019.


underlying assets are shares of the Company held by the candidate:

Mr. Stephen Gunning owns 236,835 Company shares. In addition, he has

interests in shares as a result of share awards (conditional awards and options)

made pursuant to the Company share schemes as detailed below:

Plan Date of award Vesting date Shares held within

award

IADP 2018 May 10, 2018 March 8, 2021

No performance conditions 37,603

PSP 2018 May 10, 2018

Subject to satisfaction of performance

conditions tested over a 3-year period

and a further 2-year holding period

77,800

IADP 2019 March 8, 2019 March 8, 2022


PSP 2019 March 8, 2019




101,587

IADP 2020 March 6, 2020 March 6, 2023


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PSP 2020 March 6, 2020




226,852


RESOLUTION 7.d)

“To re-elect Mr. Stephen Gunning as a director for the bylaw mandated one-year

term, upon proposal from the Nominations Committee, with the status of executive

director.”

e) TO RE-ELECT MS DEBORAH KERR AS NON-EXECUTIVE INDEPENDENT DIRECTOR.

EXPLANATION:


the re-election of Ms. Deborah Kerr as non-executive independent director, upon


• Professional profile and biographical data of Ms. Deborah Kerr:

Key areas of experience: Technology, digital, marketing, operations, software

and services, general management.

Current external appointments: Director, NetApp Inc. Director, Chico’s FAS.

Inc. Director, ExlService Holdings, Inc. Managing Director, Warburg Pincus.

Previous relevant experience: Executive Vice President, Chief Product and

Technology Officer, SABRE Corporation 2013-2017. Director, DH

Corporation 2013-2017. Director, Mitchell International, Inc. 2009-2013.

Executive Vice President, Chief Product and Technology Officer, FICO,

2009-2012. Vice President and Chief Technology Officer, HP Enterprise

Services 2007-2009. Vice President Business Technology Optimization,

Hewlett-Packard Software 2005-2007. Senior Vice President Product

Delivery, Peregrine Systems 1998-2005. Prior senior leadership roles with

NASA’s Jet Propulsion Laboratory, including Mission Operations Manager,

US Space VLBI, Nasa Jet Propulsion Laboratory 1988-1998.


Ms. Deborah Kerr was appointed as non-executive independent director for

the first time on June 14, 2018, and was last re-elected on June 20, 2019.


- 15 -


Ms. Deborah Kerr has no shares in the Company.


RESOLUTION 7.e)

“To appoint Ms. Deborah Kerr as a director for the bylaw mandated one-year



f) TO RE-ELECT MS. MARÍA FERNANDA MEJÍA AS NON-EXECUTIVE INDEPENDENT

DIRECTOR.

EXPLANATION:


the re-election of Ms. María Fernanda Mejía as non-executive independent

director, upon proposal from the Nominations Committee.

• Professional profile and biographical data of Ms. María Fernanda Mejía:

Key areas of experience: general management, marketing and sales, supply

chain, strategic planning, corporate transactions.

Current external appointments: Board Member of the Council of the

Americas.

Previous relevant experience: Senior Vice President, The Kellogg Company

2011–2019. President, Kellogg Latin America 2011–2019. Corporate Officer

and member of The Kellogg Company Executive Leadership Team 2011–

2019. Vice-President and General Manager Global Personal Care and

Corporate Fragrance Development, Colgate-Palmolive Co. 2010-2011. Vice-

President Marketing and Innovation Europe/South Pacific Division, Colgate-

Palmolive Co. 2005-2010. President and CEO Spain and Spain Holding

Company 2003-2005, General Manager Hong Kong and Director, Greater

China Management team 2002-2003, Marketing Director Venezuela 2000-

2002, Marketing Director Ecuador, 1998-2000.


Ms. María Fernanda Mejía was appointed as non-executive independent

director for the first time on February 27, 2014, by co-option, and was last re-

elected on June 20, 2019.

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Ms. María Fernanda Mejía owns 100 Company shares.


RESOLUTION 7.f)

“To re-elect Ms. María Fernanda Mejía Campuzano as a director for the bylaw



g) TO RE-ELECT MR. EMILIO SARACHO AS NON-EXECUTIVE INDEPENDENT

DIRECTOR.

EXPLANATION:


the re-election of Mr. Emilio Saracho as non-executive independent director, upon


• Professional profile and biographical data of Mr. Emilio Saracho:

Key areas of experience: corporate finance, investment banking, corporate

transactions.

Current external appointments: Director, Altamar Capital Partners. Director,

Inditex.

Previous relevant experience: Chairman, of Banco Popular Español, 2017.

Vice Chairman and Member of the Investment Banking Management

Committee, JPMorgan 2015-2016. Deputy CEO 2012-2015, CEO Investment

Banking for EMEA 2012-2014 and member of the Executive Committee

2009-2013, JP Morgan. CEO, JP Morgan Private Banking for EMEA 2006-

2012. Director, Cintra 2008. Director, ONO 2008. Chairman, JP Morgan

Spain and Portugal 1998-2006. Global Investment Banking Head, Santander

Investment (UK) 1995-1998. Spanish Market Manager, Goldman Sachs

International 1990-1995.


Mr. Emilio Saracho was appointed as non-executive independent director for

the first time on June 16, 2016 and was last re-elected on June 20, 2019.

- 17 -



Mr. Emilio Saracho has no shares in the Company.


RESOLUTION 7.g)

“To re-elect Mr. Emilio Saracho Rodríguez de Torres as a director for the bylaw



h) TO RE-ELECT MS. NICOLA SHAW AS NON-EXECUTIVE INDEPENDENT DIRECTOR.

EXPLANATION:


the re-election of Ms. Nicola Shaw non-executive independent director, upon


• Professional profile and biographical data of Ms. Nicola Shaw:

Key areas of experience: transport sector, public policy and regulatory affairs,

consumer, general management.

Current external appointments: Executive Director, National Grid plc.

Director for Major Projects Association. Director, Energy Network

Association and Energy UK.

Previous relevant experience: Member of the Audit and Risk Committee

English Heritage 2015-2018. Non-Executive Director, Ellevio AB 2015-

2017. CEO, HS1 Ltd 2011-2016. Member of the Department for Transport’s

Rail Franchising Advisory Panel 2013-2016. Non-Executive Director, Aer

Lingus Plc 2010-2015. Charity Trustee, Transaid 2011-2013. Director and

previously Managing Director, Bus Division at FirstGroup plc 2005-2010.

Director of Operations and other management positions at the Strategic Rail

Authority 2002-2005. Deputy Director and Deputy Chief Economist, Office

of the Rail Regulator (ORR) 1999-2002. Associate, Halcrow Fox 1997-1999.

Transport specialist, The World Bank 1995-1997. Corporate planner, London

Transport 1990-1993.

- 18 -


Ms. Nicola Shaw was appointed as non-executive independent director on

June 15, 2017 with effect from January 1, 2018 and was last re-elected on

June 20, 2019.



Ms. Nicola Shaw owns 1,714 Company shares.


RESOLUTION 7.h)

“To re-elect Ms. Lucy Nicola Shaw as a director for the bylaw mandated one-year



i) TO RE-ELECT MR. ALBERTO TEROL AS NON-EXECUTIVE INDEPENDENT

DIRECTOR.

EXPLANATION:


the re-election of Mr. Alberto Terol as non-executive independent director, upon


• Professional profile and biographical data of Mr. Alberto Terol:

Key areas of experience: finance, professional services, information

technology, hospitality industry.

Current external appointments: Vice Chairman, Leading Independent

Director and Chairman of the Nominations, Remuneration and Corporate

Governance Committee, Indra Sistemas. Director, Broseta Abogados.

International Senior Advisor, Centerbridge. Independent Director, Schindler

España. Patron of Fundación Telefonica. Executive Chairman of various

family owned companies.

Previous relevant experience: Chairman of the Supervisory Board, Senvion

GmbH 2017-2019. Chairman of the Audit Committee, Senvion S.A. 2017-

2019. Director, OHL 2010-2016. Director, Aktua 2013-2016. Director, N+1

2014-2015. International Senior Advisor, BNP Paribas 2011-2014. Member,

Global Executive Committee Deloitte 2007-2009. Managing Partner, EMEA

- 19 -

Deloitte 2007-2009. Managing Partner, Global Tax & Legal Deloitte 2007-

2009. Member, Global Management Committee Deloitte 2003-2007.

Managing Partner, Latin America Deloitte 2003-2007, Integration Andersen

Deloitte 2002–2003, Managing Partner EMEA Arthur Andersen 2001-2002,

Managing Partner Global Tarx & Legal Arthur Andersen 1997-2001,

Managing Partner Garrigues-Andersen 1997-2000.


Mr. Alberto Terol was appointed as non-executive independent director on

June 20, 2013 and was last re-elected on June 20, 2019.



Mr. Alberto Terol owns 26,537 Company shares.


RESOLUTION 7.i)

“To re-elect Mr. Alberto Terol Esteban as a director for the bylaw mandated one-

year term, upon proposal from the Nominations Committee, with the status of

non-executive independent director.”

j) TO APPOINT MR. LUIS GALLEGO AS AN EXECUTIVE DIRECTOR.

EXPLANATION:


the election of Mr. Luis Gallego as executive director, upon proposal from the

Nominations Committee.

• Professional profile and biographical data of Mr. Luis Gallego:

Key areas of experience: Airline industry.

Other Group appointments: Chairman and CEO of Iberia.

Current external appointments: Member of the Board of Governors and

Member of the Chair Committee, IATA.

Previous relevant experience: Chief Executive Officer Iberia Express 2012-

2013. Chief Operating Officer Vueling 2009-2012. Founder of Clickair 2006

– 2009. Luis started his career at BDE, an engineering and services company.


- 20 -


Mr. Luis Gallego owns 454,299 Company shares. In addition, he has interests

in shares as a result of share awards (conditional awards and options) made

pursuant to the Company share schemes as detailed below:

Plan Date of award Vesting date Shares held within

award

IADP 2018 May 10, 2018 March 8, 2021


PSP 2018 May 10, 2018




128,826

IADP 2019 March 8, 2019 March 8, 2022


PSP 2019 March 8, 2019




162,543

IADP 2020 March 6, 2020 March 6, 2023


PSP 2020 March 6, 2020




357,298


RESOLUTION 7.j)

“To appoint Mr. Luis Gallego Martín as a director for the bylaw mandated one-

year term, upon proposal from the Nominations Committee, with the status of

executive director”.

- 21 -

k) TO APPOINT MR. GILES AGUTTER AS NON-EXECUTIVE PROPRIETARY DIRECTOR.

EXPLANATION:


the appointment of Mr. Giles Agutter as non-executive proprietary director, upon

favorable report from the Nominations Committee.

• Professional profile and biographical data of Mr. Agutter:

Key areas of experience: Airline industry. Owner and Chief Executive Officer

of Southern Sky Ltd, an airline consultancy company.

Current external appointments: Director of JSX Air and of LATAM Airlines

Group S.A. (although he has indicated that he will step-down from that last

role before his appointment as director of IAG).

Previous relevant experience: Director of Air Italy.



Mr. Giles Agutter owns 250 Company shares.


RESOLUTION 7.k)

“To appoint Mr. Giles Agutter as a director for the bylaw mandated one-year

term, upon favorable report from the Nominations Committee, with the status of

non-executive proprietary director.”

l) TO APPOINT MR. ROBIN PHILLIPS AS NON-EXECUTIVE PROPRIETARY DIRECTOR.

EXPLANATION:


the appointment of Mr. Robin Phillips as non-executive proprietary director, upon

favorable report from the Nominations Committee.

• Professional profile and biographical data of Mr. Phillips:

Key areas of experience: Corporate and investment banking,

transportation, services and infrastructure sectors.

Current external appointments: Chairman of the Development Funding

- 22 -

Board, Pancreatic Cancer UK, and Chairman of Affordable Infrastructure

UK.

Previous relevant experience: Mr. Phillips was the Global Head of

Banking for HSBC until his retirement in 2019. He was responsible for

leading the bank’s coverage of its biggest corporate, financial and

government clients. Mr Phillips was appointed to this position in August

2013, having previously been Co-Head of Global Banking and Head of

Global Banking and Markets for Asia-Pacific since September 2011, based

in Hong Kong. Previously, Mr. Phillips worked in Citigroup and UBS

Warburg.



Mr. Robin Phillips has no shares in the Company.


RESOLUTION 7.l)

“To appoint Mr. Robin Charles Phillips as a director for the bylaw mandated

one-year term, upon favorable report from the Nominations Committee, with the

status of non-executive proprietary director.”

m) TO ESTABLISH THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AT

TWELVE.

EXPLANATION:

The Board of Directors proposes to the Shareholders’ Meeting to set at twelve the

number of members of the Board of Directors.


RESOLUTION 7.m)

“To set at twelve the number of members of the Board of Directors.”

* * *

- 23 -

8.- CONSULTATIVE VOTE ON THE 2019 ANNUAL REPORT ON DIRECTORS’

REMUNERATION.

EXPLANATION:

Detailed information regarding directors’ remuneration is set out in the 2019

annual directors’ remuneration report prepared in accordance with applicable law.

In accordance with article 541 of the Companies Law (Ley de Sociedades de

Capital), the annual report on directors’ remuneration shall be submitted for a

consultative vote to the Annual Shareholders Meeting, as a separate item on the

agenda.


RESOLUTION 8

“To approve, on a consultative basis, the 2019 annual report on the remuneration

of the directors of International Consolidated Airlines Group, S.A.”

* * *

- 24 -

AMENDEMENT OF THE BYLAWS AND SHARE CAPITAL REDUCTION BY

MEANS OF REDUCING THE PAR VALUE OF THE SHARES

9.- AMENDMENT OF ARTICLES 2, 6, 10, 11 AND THE SOLE ADDITIONAL PROVISION

OF THE CORPORATE BYLAWS.

EXPLANATION:

It is proposed to the Shareholders’ Meeting the amendment of:

(i) articles 2 (Corporate purpose) and 6 (Representation of the shares) of

Title I of the Corporate Bylaws;

(ii) articles 10 (Disclosure obligations on share ownership) and 11

(Limitations on share ownership) of Title II of the Corporate Bylaws; and

(iii) certain definitions included in the sole additional provision of the

Corporate Bylaws.

The main aim of these Corporate Bylaws amendments is to adjust the Bylaws to

the current structure and operations of the Company and its subsidiaries in the

different territories as well as to adapt the Bylaws to the United Kingdom’s

withdrawal from the European Union ensuring continued compliance by the

group’s airlines with the ownership and control requirements of the Regulation

(EC) No 1008/2008 of the European Parliament and of the Council of 24

September 2008 on common rules for the operation of air services in the

Community.

In addition, while bringing the Corporate Bylaws into line with the current

structure and operations in the different territories, of the Company and its

subsidiaries, the opportunity has been taken to make certain technical

improvements.

The Board of Directors of the Company has issued a report in order to explain the

proposed Corporate Bylaws amendment, pursuant to the provisions of article 286

of the Companies Law.


RESOLUTION 9

“To amend articles 2, 6, 10, 11 and the sole additional provision of the Corporate

Bylaws so that they shall hereafter read as follows:

“Article 2. Corporate purpose

The Company’s corporate purpose comprises the following activities:

- 25 -

1. The management and administration of the securities representing the equity

of resident and non-resident entities in the territory of Spain by the relevant

organisation of material and human resources.

2. The operation of services for the transportation by air of passengers, cargo of

any kind whatsoever and mail.

3. The operation of aircraft, passenger, cargo and mail technical, operational

and commercial handling services.

4. The operation of technological assistance and consultancy services relating to

aeronautics, airports and air transportation.

5. The operation and development of computerised booking systems and other

services relating to air transportation.

6. The operation of aircraft airframe, engine, instrument and ancillary

equipment maintenance services.

7. The operation of commercial aviation training and instruction services.

8. The operation of any frequent flyer and other customer loyalty or membership

programme, including the establishment of any affiliate arrangements with

third party service or product providers in connection with any such frequent

flyer and other customer loyalty or membership programme.

9. The operation of any travel or communications business or services, or any

other business or services involving, connected with, or ancillary thereto,

including but not limited to hotels, vehicle hire services, parking services and

retail services.

All activities comprising the corporate purpose described above may be pursued

within Europe and elsewhere in the world, and may be pursued directly, in whole or

in part, by the Company or indirectly through the holding of shares or interests in

companies or other legal entities, whether incorporated in Spain or in any other

jurisdiction, with an identical or similar purpose. In particular, the Company shall

pursue its activities through the holding, directly or indirectly, of shares in the

Operating Affiliates.

Under no circumstances may the Company pursue any activities typical of

collective investment undertakings and institutions, banks or other financial

institutions, or the mediation and other activities exclusively entrusted by the

Securities Market Law to various operators in the market.

If any professional qualification, administrative authority or registration at public

registries is required by applicable law for the pursuit of any of the activities

comprising the corporate purpose set out in this Article, such activities must be

- 26 -

performed by a duly qualified person and, as the case may be, such activities may

not be commenced until the relevant administrative requirements are met.”

“Article 6. Representation of the shares

1. The shares shall be represented by book entries and shall be regulated by

the provisions of Securities Market Law and other applicable legal

provisions.

2. The Company shall acknowledge the authorized party appearing on the

entries of the corresponding register of book entries as a shareholder of the

Company, with the rights attributed to such status in these Corporate

Bylaws and in accordance with applicable legislation.

3. Since the corporate purpose of the Company includes the operation of

services for the transportation by air of passengers, cargo of any kind

whatsoever and mail, directly or indirectly through the holding of shares or

interests in companies or other legal entities, Spanish or foreign, with an

identical or similar purpose, including through the holding of shares in the

Operating Affiliates, which each hold or will hold air operating licenses and

rights granted pursuant to applicable law, the capital stock of the Company

shall be represented by registered shares (acciones nominativas) in which

the nationality of the shareholder shall be expressly stated as established in

Article 86 of Law 14/2000.

4. No person will be registered as a holder of any share in the Company unless

the relevant information relating to nationality of the holder and any person

who is the beneficial owner of, or who has an interest in, such share has

been received. The Board of Directors may determine from time to time the

nature of such information which is required and the method by which such

information shall be notified to the Company.

5. If the Board of Directors refuses to register a transfer of a share it shall,

within two months after the date on which the transfer was lodged with the

Company, send notice of the refusal to the transferee. Any instrument of

transfer which the Board of Directors refuses to register shall (except in the

case of suspected or actual fraud) be returned to the person depositing it.”

“Article 10. Disclosure obligations on share ownership

Since the corporate purpose of the Company includes the operation of services for

the transportation by air of passengers, cargo of any kind whatsoever and mail,

directly or indirectly through the holding of shares or interests in Operating

Affiliates, the following disclosure regime applies:

10.1. The Company may by notice in writing (in this Article, a “Disclosure

- 27 -

Notice”) require any shareholder or any other person with a confirmed or

apparent, interest in shares of the Company to disclose to the Company in

writing such information as the Company shall require relating to the

beneficial ownership of or any interest in the shares in question as lies

within the knowledge of such shareholder or other person (supported if the

Company so requires by a statutory or notarial declaration and/or by

independent evidence) including (without prejudice to the generality of the

foregoing) any information which the Company shall deem necessary or

desirable in order to determine whether any shares are Relevant Non-

Qualifying Shares or are capable of being Affected Shares or whether it is

necessary to take steps in order to protect an Operating Right of the

Company or any Operating Affiliate or otherwise in relation to the

application or potential application of Article 11.

10.2. The Company may give a Disclosure Notice pursuant to Article 10.1 above

at any time and the Company may give one or more than one such notice to

the same shareholder or other person in respect of the same shares or

interest in shares.

10.3. Where the shareholder on which a Disclosure Notice is served is a

Depositary acting in its capacity as such, the obligations of the Depositary,

as a shareholder pursuant to Article 10.1, shall be limited to disclosing to

the Company in accordance with Article 10.1 such information relating to

the ownership of, or any interests in, the shares in question as has been

recorded by it pursuant to the terms entered into between the Depositary

and the Company; provided that nothing in this Article 10.3 shall in any

other way restrict the powers of the Company under this Article 10.

10.4. The provisions of Article 11.16 shall apply, mutatis mutandis, to the service

of notices pursuant to this Article.

10.5. If any shareholder or any other person with a confirmed or apparent

interest in shares of the Company held by such shareholder, has been duly

served with a Disclosure Notice under this Article and is in default for the

Prescribed Period in supplying to the Company the information thereby

required or, in purported compliance with such a notice, has made a

statement which is false or inadequate in a material particular, then the

Board of Directors may agree at any time thereafter to issue a notice (a

“Direction Notice”) to such shareholder directing that in respect of the

shares in relation to which the default has occurred (the “Default Shares”)

the relevant shareholder will not be entitled to exercise any voting rights at

any Shareholders’ Meeting (whether in person or by proxy) or any other

political rights, including but not limited to the right to attend and speak at

Shareholders’ Meetings.

10.6. Where the Default Shares represent at least 0.25 percent of the Company's

- 28 -

capital stock in nominal value, then the Direction Notice may additionally

direct that subject to Article 10.7, no transfer of any Default Share held by

such member shall be registered unless:

a) the shareholder is not himself in default as regards supplying the

information required; and

b) the transfer is of part only of the shareholder’s holding and when

presented for registration is accompanied by a certificate by the

shareholder in a form satisfactory to the Board of Directors to the effect

that after due and careful enquiry, the member is satisfied that none of

the shares the subject of the transfer is a Default Share.

10.7. Any Direction Notice shall have effect in accordance with its terms for so

long as the default in respect of which the Direction Notice was issued

continues but shall cease to have effect thereafter upon the Company so

determining (such determination to be made within a period of one week of

the default being duly remedied with written notice thereof being given

forthwith to the shareholder). Any Direction Notice shall cease to have

effect in relation to any Default Shares which are transferred by such

shareholder by means of transfer effected in accordance with the terms of

these Corporate Bylaws, provided that the transfer results from a sale made

through a stock exchange on which the Company’s shares or interests in

shares are traded or the directors are satisfied that the transfer involves the

sale of the whole of the beneficial ownership of the shares and interest in

shares to a party unconnected either with the shareholder or with other

persons interested or appearing to be interested in such shares.”

“Article 11. Limitations on share ownership

11.1. The purpose of this Article is to ensure that so long as and to the extent

that the holding or enjoyment by the Company or any Operating Affiliate

of any Operating Right is conditional on the Company being to any degree

owned or controlled by Qualifying Persons pursuant to applicable law or

by applicable bilateral air transport agreements, the Company is so owned

and controlled.

In addition, the purpose of this Article is to assist in preserving the

exercise of the traffic rights by certain Operating Affiliates derived from

the bilateral air treaties relied on by the Group, as applicable.

11.2. The Company shall maintain, in addition to the registered shares book

(libro registro de acciones nominativas):

11.2.1 a Separate Non-Qualifying Register, in which shall be entered

particulars of any share which:

- 29 -

(a) has been acknowledged by the holder, whether pursuant to

the information provided in accordance with Article 6.4 or

Article 11.4 or otherwise, to be a Relevant Non-Qualifying

Share; or

(b) has been declared to be a Relevant Non-Qualifying Share

pursuant to Article 11.5; or

(c) the Board of Directors otherwise determines to be included

in the Separate Non-Qualifying Register in accordance with

the provisions of these Articles,

and, in either case, has not ceased to be a Relevant Non-

Qualifying Share.

11.2.2 a Separate UK Register, in which shall be entered particulars of

any share which:



otherwise, to be a Relevant UK Share;

(b) has been declared to be a Relevant UK Share pursuant to

Article 11.5,

and, in either case, has not ceased to be a Relevant UK Share.

11.2.3 a Separate Spanish Register, in which shall be entered particulars

of any share which:



otherwise, to be a Relevant Spanish Share; or

(b) has been declared to be a Relevant Spanish Share pursuant

to Article 11.5,

and, in either case, has not ceased to be a Relevant Spanish Share.

For the avoidance of doubt, each of the Separate Non-Qualifying Register,

Separate UK Register, Separate Spanish Register and registered share

book shall be kept and maintained in Spain.

11.3. The particulars entered on the Separate Non-Qualifying Register in

respect of any share shall comprise, in addition to the identity of the

holder or joint holders or the person for the benefit of whom the

Depositary holds the shares, such information as has been requested by

- 30 -

and supplied to the Company (including, where applicable, the name and

nationality of any person having an interest in such share and the nature

and extent of such interest) pursuant to Article 6.4 or Article 11.4 or

otherwise or, if no such information has been supplied, such information

as the Board of Directors considers appropriate. The Board of Directors

may from time to time (if it so determines) cause to be entered in the

Separate Non-Qualifying Register particulars of any share in respect of

which (i) the holder or any joint holder has not made a declaration as to

whether the share is a Relevant Non-Qualifying Share and (ii) all or some

specified number of Depositary Shares in respect of which Depositary

Receipts have been issued by a Depositary (and any number so specified

may from time to time be varied by the Board of Directors) and the

Depositary has not made a declaration as to whether such shares are

Relevant Non-Qualifying Shares.

11.4. Each registered holder of a share which has not been acknowledged to be

a Relevant Non-Qualifying Share, a Relevant UK Share or a Relevant

Spanish Share who becomes aware that such share is or has become a

Relevant Non-Qualifying Share, a Relevant UK Share or, as the case may

be, a Relevant Spanish Share shall forthwith notify the Company

accordingly, specifying whether such share is or has become a Relevant

Non-Qualifying Share, a Relevant UK Share or a Relevant Spanish Share.

11.5. Whether or not a Disclosure Notice pursuant to Article 10 has been given,

the Company may, and if at any time it appears to the Board of Directors

that a share, particulars of which have not been entered in the Separate

Non-Qualifying Register, is likely to be a Relevant Non-Qualifying Share

shall, give notice in writing to the registered holder thereof or to any other

person with a confirmed or apparent interest in that share requiring such

person to show to their satisfaction that such a share is not a Relevant

Non-Qualifying Share. Any person on whom such notice has been served

and any other person with an interest in such share may within twenty-one

days thereafter (or such longer period as the Company may consider

reasonable) make representations to the Company including any relevant

supporting evidence as to why such a share should not be treated as a

Relevant Non-Qualifying Share but if, after considering such

representations and such other information as seems to it to be relevant,

the Company is not so satisfied, the Company shall declare such share to

be a Relevant Non-Qualifying Share and such share shall be treated as

such.

The Board of Directors will be entitled to follow the same process

described in this Article 11.5 to determine if a share is considered, or not,

to be a Relevant Spanish Share or a Relevant UK Share.

11.6. The Company shall remove from the Separate Non-Qualifying Register

- 31 -

particulars of any Relevant Non-Qualifying Share if there has been

furnished to the Board of Directors a declaration (in such form as the

Board of Directors may from time to time prescribe) by the holder of such

Relevant Non-Qualifying Share, together with such other evidence as the

Board of Directors may require, which satisfies the Board of Directors

that such share is no longer a Relevant Non-Qualifying Share.

The Board of Directors shall be entitled to follow the same process

described in this Article 11.6 in connection with the removal of a Relevant

UK Share from the Separate UK Register or, as the case may be, the

removal of a Relevant Spanish Share from the Separate Spanish Register.

11.7. The provisions of Article 11.8 below shall apply where the Board of

Directors determines that it is necessary or desirable to take steps in order

to protect any Operating Right of the Company or any Operating Affiliate

by reason of the fact that:

a) an Intervening Act has taken place;

b) an Intervening Act is contemplated, threatened or intended;

c) the aggregate number of Relevant Non-Qualifying Shares

particulars of which are entered in the Separate Non-Qualifying

Register is such that an Intervening Act may occur or be

contemplated, threatened or intended; or

d) the ownership or control of the Company is otherwise such that an

Intervening Act may occur or be contemplated, threatened or

intended.

11.8. Where a determination has been made under Article 11.7, the Board of

Directors shall take such of the following steps, either immediately upon

such determination having being made or at any time or times thereafter,

as necessary or desirable to overcome, prevent or avoid an Intervening

Act or the risk of an Intervening Act:

a) the Board of Directors may seek to identify, in accordance with

Article 11.13 below, those shares or Relevant Non-Qualifying Shares

the holding or interests in which gave rise or contributed to the

determination, or would, if details thereof had been entered on the

relevant Separate Non-Qualifying Register at the relevant time, have

given rise to a determination, and to deal with such shares as

Affected Shares; and/or

b) the Board of Directors may specify a Permitted Maximum of

Relevant Non-Qualifying Shares or vary any Permitted Maximum

- 32 -

previously specified, provided that at no time shall any Permitted

Maximum be less than 40% of the Company's capital stock and, at

any time when the aggregate number of Relevant Non-Qualifying

Shares of which particulars are entered in the relevant Separate

Non-Qualifying Register exceeds any Permitted Maximum applying

for the time being, the Board of Directors may deal with such of the

Relevant Non-Qualifying Shares as it decides are in excess of such

Permitted Maximum as Affected Shares. Nevertheless, the Board of

Directors may not specify a Permitted Maximum that is below the

aggregate number of Relevant Non-Qualifying Shares of which

particulars are entered in the relevant Separate Non-Qualifying

Register at the time of specifying or varying such Permitted

Maximum.

Where a determination has been made under Article 11.7, the Board of

Directors must notify such circumstance to the stock exchange governing

companies, the Spanish National Securities Market Commission and the

regulatory bodies of the other securities markets in which the shares are

listed, where appropriate, for the purposes of due disclosure and so that

such institutions may notify such circumstance to the investment services

firms and credit institutions authorized to provide investment services. In

turn, such circumstance shall also be notified to the Spanish relevant

regulators, the United Kingdom relevant regulators and the other competent

authorities regarding the Operating Rights held or enjoyed by the Operating

Affiliates, as applicable. Once such circumstance has been duly notified, no

acquisitions or transfers of shares with or between Relevant Non-

Qualifying Persons may take place unless accompanied by a certificate

issued by the Board of Directors evidencing that the acquisition or

transfer does not exceed the Permitted Maximum.

Additionally, at any time when the Board of Directors has resolved to

specify a Permitted Maximum or to deal with any shares as Affected

Shares, they shall publish a notice of such resolution under Article 11.7

and of any Permitted Maximum which has been specified, together with a

statement of the provisions of this Article 11 which apply to the Affected

Shares and the name of the person or persons who will answer enquiries

relating to the Affected Shares on behalf of the Company, within two

Business Days of the making of any such resolution, in such manner as is

prescribed for the making of announcements under the rules and

regulations of each stock exchange on which shares or securities

evidencing the right to receive shares are, at the instigation of the

Company, listed, quoted or dealt in as at the date of making of such

resolution. At other times, the Board of Directors shall from time to time

so publish information as to the number of shares, particulars of which

have been entered in the Separate Non-Qualifying Register.

- 33 -

11.9. The Board of Directors shall give an Affected Share Notice to the

registered holder of any share which they determine to deal with as an

Affected Share and/or to any other person with a confirmed or apparent

interest in that share and shall state which (if not all) of the provisions of

Articles 11.10 to 11.12 (all of which shall be set out in the relevant notice)

are to be applied forthwith in respect of such Affected Share. The Board of

Directors shall be entitled from time to time to serve further Affected

Share Notices in respect of any Affected Share applying further provisions

of Articles 11.10 to 11.12. The registered holder of a share in respect of

which an Affected Share Notice has been served may make representations

to the Board of Directors as to why such share should not be treated as an

Affected Share and if, after considering such representations and such

other information as seems to them relevant, the Board of Directors

considers that the share should not be treated as an Affected Share, they

shall forthwith withdraw the Affected Share Notice served in respect of

such share and the provisions of Articles 11.10 to 11.12 shall no longer

apply to it. For the avoidance of doubt, any share which the Board of

Directors determines to deal with as an Affected Share shall continue to be

an Affected Share unless and until the Board of Directors withdraws the

Affected Share Notice relating thereto.

11.10. If the Board of Directors decides to serve an Affected Share Notice and to

deal with certain shares as Affected Shares pursuant to the provisions of

Article 11, the Board of Directors may agree on the suspension of the

voting rights and the other political rights (including, but not limited to,

the right to attend and speak at Shareholders’ Meetings) corresponding to

such Affected Shares in respect of which an Affected Share Notice has

been served.

11.11. Additionally, if the Board of Directors decides to serve an Affected Share

Notice and to deal with certain shares as Affected Shares pursuant to the

provisions of Article 11, the persons on whom an Affected Share Notice

has been served shall, within ten (10) Business Days of receiving such

Affected Share Notice (or such longer period as may in such notice be

prescribed by the Board of Directors), make an Affected Share Disposal so

that no Relevant Non-Qualifying Person holds, directly or indirectly, or

has an interest in that share and, upon such Affected Share Disposal being

made to the satisfaction of the Board of Directors, such Affected Share

shall cease to be a Relevant Non-Qualifying Share.

11.12. If, after ten (10) Business Days from the date of service on the registered

holder of an Affected Share of an Affected Share Notice (or such longer

period as the Board of Directors may have prescribed), the Board

Directors are not satisfied that an Affected Share Disposal has been made

of the Affected Share the subject thereof, the Board of Directors may cause

- 34 -

the Company to acquire the Affected Share (for its subsequent redemption,

if applicable), in accordance with applicable law, acquiring the Affected

Share at the lower price between: (a) the book value of the Affected Share

according to the latest published audited balance sheet of the Company

and (b) the middle market quotation for an ordinary share of the Company

as derived from the London Stock Exchange’s Daily Official List for the

Business Day on which the acquisition of such Affected Share by the

Relevant Non-Qualifying Person took place.

11.13. In deciding which shares are to be dealt with as Affected Shares, the

Board of Directors shall, where applicable, be entitled to have regard to

the Relevant Non-Qualifying Shares which have directly or indirectly

caused or contributed to the determination under Article 11.7 but subject

thereto shall, so far as practicable, have regard to the chronological order

in which particulars of Relevant Non-Qualifying Shares have been, or are

to be, entered in the relevant Separate Non-Qualifying Register (and

accordingly treat as Affected Shares those Relevant Non-Qualifying

Shares which have been acquired, or details of which have been entered in

the relevant Separate Non-Qualifying Register, most recently) save in

circumstances where the application of such criterion would be

inequitable or would be likely to result for any reason in the exercise of

the Board of Directors’ powers under this Article 11 being illegal or

unenforceable, in which event the Board of Directors shall apply such

other criterion or criteria as they may, in their absolute discretion,

consider appropriate.

11.14. The transfer of any share shall be subject to the approval of the Board of

Directors if, in the opinion of the Board of Directors, such share would

upon transfer become, or would be capable of being treated as, or would

continue or be capable of continuing to be capable of being treated as, an

Affected Share and the Board of Directors may refuse to register the

transfer of any such share.

11.15. Subject to the provisions of this Article:

a) the Board of Directors shall be entitled to assume without enquiry

that all shares are neither Relevant Non-Qualifying Shares (other

than those shares particulars of which are entered in the Separate

Non-Qualifying Register) nor shares which would be or be capable

of being treated as Affected Shares if a determination under Article

11.7 were to be made; and

b) the Board of Directors shall be entitled to assume that all or some

specified number of the shares (as they may determine) are Relevant

Non-Qualifying Shares if they are (or any interest in them is) held by

a Depositary unless and for so long as, in respect of any such shares,

- 35 -

it is established to their satisfaction that such shares are not

Relevant Non-Qualifying Shares.

11.16. The Board of Directors shall not be obliged to serve any notice required

under this Article upon any person if they do not know either his identity

or address. The absence of service in such circumstances as aforesaid and

any accidental error in or failure to give any notice to any person upon

whom notice is required to be served under this Article 11 shall not

prevent the implementation of or invalidate any procedure under this

Article 11.

11.17. Any powers, rights or duties conferred by this Article on the Board of

Directors can be exercised by a duly authorized committee established by

the Board of Directors.

11.18. Without prejudice to the applicable legal obligations of the Company that

must be duly complied with, none of the Separate Non-Qualifying Register,

the Separate UK Register or the Separate Spanish Register will be

available for inspection by any person, but the Company shall provide

persons who make enquiries which the Board of Directors determine to be

bona fide with information as to the aggregate number of shares of which

particulars are from time to time entered in the Separate Non-Qualifying

Register.

11.19. If, at any time when a determination under Article 11.7 has been made and

not withdrawn, any person enquires of the Board of Directors whether the

aggregate number of Relevant Non-Qualifying Shares exceeds any

Permitted Maximum applying for the time being, or whether any shares in

the Company which such person proposes to purchase or in which such

person proposes to acquire a share or an interest in a share would in the

opinion of the Board of Directors upon such purchase or acquisition

become or be capable of becoming or being treated as Affected Shares,

whether by reason of any Permitted Maximum being exceeded or

otherwise, the Board of Directors shall, on sufficient information being

given to them to enable them to answer the enquiry, notify the enquirer

whether in their opinion the shares would become or be capable of

becoming Affected Shares if he were to acquire them or an interest in

them. Notwithstanding the foregoing, any such notification shall not be

binding on the Board of Directors or the Company and shall not prevent

such shares being subsequently identified as Affected Shares, and the

Board of Directors and the Company shall not (in the absence of fraud) be

liable in any way if such shares subsequently become Affected Shares.

11.20. The provisions of Article 11.8 shall apply until such time as the Board of

Directors have resolved that grounds for the making of a determination

under Article 11.7 have ceased to exist and the Board of Directors shall

- 36 -

thereupon withdraw such determination.

On withdrawal of the determination, the Board of Directors shall cease to

act pursuant to such determination and shall remove any Permitted

Maximum that they may have specified and shall inform every person on

whom an Affected Share Notice has been served in respect of an Affected

Share which has not yet been transferred or sold by the Company in

accordance with Articles 11.11 and 11.12 that the provisions of Articles

11.10 to 11.12 no longer apply in respect of such share (which on such

withdrawal shall cease to be an Affected Share). However, the withdrawal

of such a determination shall not affect the validity of any action taken by

the Company or the Board of Directors, as the case may be, under this

Article whilst that determination remained in effect. The Board of

Directors shall publicise the withdrawal of any determination the

existence of which has been publicised under the last paragraph of Article

11.8 in the same manner as they are required to publicise its existence

under such provision.”

“ADDITIONAL PROVISION

Sole Additional Provision. Definitions

“Affected Share” means any share which shall be treated as such pursuant

Article 11.8.

“Affected Share Disposal” means a disposal or disposals of an Affected Share

(including the disposal of an interest in such share) such that such share ceases to

be an Affected Share.

“Affected Share Notice” means a notice in writing served in accordance with the

provisions of Article 11.9.

“Board of Directors Regulation” means the regulations which lay down the

principles that are to govern all action taken by the Board of Directors of the

Company, the basic rules for the organisation and operation thereof, and the

rules of behaviour to be observed by its members.

“Business Day” means a day upon which dealings in domestic securities may

take place on and with the authority of the London Stock Exchange and the

Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.

“Company” means International Consolidated Airlines Group, S.A.

“Default Share” means any share in relation to which a default has occurred in

accordance with Article 10.5.

- 37 -

“Depositary” means a custodian or other person approved by the Company

appointed under contractual arrangements with the Company (or a nominee for

such custodian or other person) whereby such custodian or other person holds or

has an interest in shares and issues securities evidencing the right to receive such

shares.

“Depositary Receipts” means receipts or similar documents of title issued by or

on behalf of a Depositary.

“Depositary Shares” means the shares held by a Depositary or in which such

Depositary is interested in its capacity as a Depositary.

“Disclosure Notice” means the notice issued by the Company in accordance with

Article 10.1.

“Group” means the group of companies whose parent company is the Company.

“Intervening Act” means the refusal, withholding, suspension or revocation of

any Operating Right applied for, granted to or enjoyed by the Company or any of

the Operating Affiliates, or the imposition of any conditions or limitations upon

any such Operating Right which materially inhibit the exercise thereof, in either

case by any state, authority or person in reliance upon any provision or by reason

of any matter or circumstance relating to the nationality of persons owning or

controlling (however described) the Company and, indirectly through the

Company, the Operating Affiliates.

“interest in shares” a person will be considered as having an interest in shares if

he enters into a contract to acquire them or, not being the registered holder, (i) he

is entitled to exercise any right corresponding to the shares or to control the

exercise of any such right, or (ii) assumes the economic risk of the relevant

shares.

“Law 14/2000” means the Spanish Ley 14/2000, de 29 de diciembre, de Medidas

fiscales, administrativas y del orden social, as amended from time to time.

“Member State” means any state that from time to time is, or is deemed to be, a

Member State for the purposes of Regulation 1008/2008, including (for the

avoidance of doubt) any state that is from time to time a member state of the

European Union and/or the European Economic Area or that qualifies as a

Member State for the purposes of Regulation 1008/2008 pursuant to an

agreement with a third country to which the European Union is a party.

“Mercantile Registry Regulations” means the Reglamento del Registro Mercantil

approved by the Spanish Real Decreto 1784/1996, de 19 de julio, as amended

from time to time.

- 38 -

“Non-Qualifying Person” means any person that is not a Qualifying Person.

“Official Gazette” means the Spanish Boletín Oficial del Registro Mercantil.

“Operating Affiliates” means Iberia, Líneas Aéreas de España, Sociedad

Anónima Operadora, IB Opco Holding S.L., British Airways plc and any

operating company which is a subsidiary or a subsidiary undertaking of the

Company and which is engaged in the operation of services for the transportation

by air of passengers, cargo of any kind whatsoever and mail and holding or

enjoying any Operating Right.

“Operating Right” means all or any part of any authority, permission, licence or

privilege, whether granted or enjoyed pursuant to an air services agreement or

otherwise, which enables an air service to be operated.

“Permitted Maximum” means, if at any time the Board of Directors have

specified a maximum under Section (b) of Article 11.8, that aggregate number of

shares which they have so specified as the maximum aggregate permitted number

of Relevant Non-Qualifying Shares.

“Prescribed Period” means twenty-eight (28) days from the date of service of the

Disclosure Notice except that, if the shares in respect of which a Disclosure

Notice has been duly served represent at least 0.25 per cent. of the aggregate

nominal value of the issued shares (calculated exclusive of any shares held as

treasury shares), the Prescribed Period is fourteen (14) days from such date.

“Qualifying Person” means a Member State, a national of any Member State, the

United Kingdom or a national of the United Kingdom.

“Regulation 1008/2008” means Regulation (EC) No 1008/2008 of the European

Parliament and of the Council of 24 September 2008 on common rules for the

operation of air services in the Community (as amended or readopted from time

to time).

“Relevant Non-Qualifying Share” means any share (other than a share

particulars of which are removed by the Company from the Separate Non-

Qualifying Register pursuant to Article 11.6), held by a Non-Qualifying Person or

by a Depositary for the benefit of a Non-Qualifying Person or in which a Non-

Qualifying Person has an interest or which is declared by the Company to be a

Relevant Non-Qualifying Share pursuant to Article 11.5.

“Spanish Person” means the Kingdom of Spain or any national of the Kingdom

of Spain

“Relevant Spanish Share” means any share (other than a share particulars of

which are removed by the Company from the Separate Spanish Register pursuant

- 39 -

to Article 11.6) held by a Spanish Person or by a Depositary for the benefit of a

Spanish Person or in which a Spanish Person has an interest or which is declared

by the Company to be a Relevant Spanish Share pursuant to Article 11.5.

“UK Person” means the United Kingdom or any national of the United Kingdom.

“Relevant UK Share” means any share (other than a share particulars of which

are removed by the Company from the Separate UK Register pursuant to Article

11.6) held by a UK Person or by a Depositary for the benefit of a UK Person or in

which a UK Person has an interest or which is declared by the Company to be a

Relevant UK Share pursuant to Article 11.5.

“Securities Market Law” means the Spanish Ley 24/1988, de 28 de julio, del

Mercado de Valores, as amended from time to time.

“Separate Non-Qualifying Register” means the register to be maintained in

accordance with Article 11.2.1.

“Separate Spanish Register” means the register to be maintained in accordance

with Article 11.2.3

“Separate UK Register” means the register to be maintained in accordance with

Article 11.2.2.

“Shareholders’ Meeting” means the shareholders’ meeting of the Company.

“Shareholders’ Meeting Regulations” means the regulations which develop the

basic rules for the call, organisation and holding of the Shareholders’ Meeting.

“Spanish Companies Law” means the texto refundido de la Ley de Sociedades de

Capital approved by the Spanish Real Decreto Legislativo 1/2010, de 2 de julio,

as amended from time to time.””

* * *

- 40 -

10.- APPROVAL OF A REDUCTION IN SHARE CAPITAL BY MEANS OF REDUCING THE

PAR VALUE OF THE SHARES BY € 0.40 EACH, TO € 0.10 PER SHARE, TO INCREASE

NON-DISTRIBUTABLE RESERVES. DELEGATION OF POWERS FOR THE

IMPLEMENTATION THEREOF.

EXPLANATION:

Shareholders’ approval is requested to execute a reduction of share capital that reduces

the par value of each share outstanding in the Company by € 0.40, from €0.50 to € 0.10

per share, thus, reducing the share capital by 796,813,053.60 euros, from nine hundred

ninety six million sixteen thousand three hundred seventeen euros (996,016,317 €), to

one hundred ninety nine million two hundred three thousand two hundred sixty three

euros and forty cents (€199,203,263.40). Such capital reduction will take place without

refund of contributions and to create a voluntary reserve that will not be distributable

and will be created in the same amount as such reduction of capital (i.e., 796,813,053.60

euros) pursuant to article 335(c) of the Capital Companies Law.

The Board of Directors has issued a report in order to justify this proposed resolution in

accordance with the provisions of articles 286, 296 and 297.1.a) of the Companies Law.


RESOLUTION 10

“APPROVAL OF A REDUCTION IN SHARE CAPITAL BY MEANS OF REDUCING THE PAR

VALUE OF THE SHARES BY €0.40 EACH, TO €0.10 PER SHARE, TO INCREASE NON-

DISTRIBUTABLE RESERVES. DELEGATION OF POWERS FOR THE IMPLEMENTATION

THEREOF

To reduce the share capital of INTERNATIONAL CONSOLIDATED AIRLINES

GROUP, S.A. (the “Company”) in the following terms:

1. Amount and form of the capital reduction

The nominal amount of the capital reduction of the Company will be €796,813,53.60

and will take place by reducing the par value of each and every one of the shares

currently outstanding of the Company, by €0.40 per share in order to create a non-

distributable voluntary reserve.

Accordingly, after such reduction, the share capital of the Company will be €

199,203,263.40, i.e., €0.10 per share.

This share capital reduction resolution shall affect, proportionally to the per share

value, to all of the shares comprising the share capital of the Company, and,

consequently, it shall not affect to the voting or economic rights of the shareholder.

- 41 -

The share capital reduction will take place without refund of contributions and to create

a voluntary reserve that will not be distributable and will be created in the same amount

as such reduction of capital (i.e., 796,813,053.60 euros) pursuant to article 335(c) of

the Capital Companies Law. In addition, by virtue of such article the creditors do not

have the right for opposition to this reduction of capital. Consequently, the reduction

will be immediately effective by simple decision of the General Meeting

(notwithstanding with the formalisation acts needed).

As a result of the reduction of the nominal value of the shares no excess of assets or

liabilities will be generated that should be allocated to the legal reserve.

2. Amendment of article 5 of the bylaws

As a result of the foregoing article 5 of the bylaws of the Company will be read as

follows:

“Article 5: Share capital

The share capital of the Company amounts to €199,203,263.40 euros, divided into

1,992,032,634 ordinary shares of the same class and series and with a nominal value of

€ 0.10 each, fully subscribed and paid.”

3. Delegation of powers:

It is resolved to empower the Board of Directors, the Chairman of the Board of

Directors, the Senior Independent Director, the Chief Executive Officer, the Chief

Financial Officer, the Secretary of the Board of Directors and the Deputy Secretary of

the Board of Directors, as broadly as required by law, with express powers to be

substituted or empowered by any of its members, the powers to carry out all actions or

formalities that may be necessary or merely convenient in order to achieve the

execution and success of the share capital reduction, and, in particular, without

limitation, being empowered as follows:

a) To develop, complement and implement this resolution.

b) To carry out all actions necessary in order to comply with the requirements set

forth in the Capital Companies Law and other applicable rules, including the

publication of any mandatory notices.

c) To carry out all actions and take all the steps necessary to obtain the consents

and approvals required for this resolution to become fully effective.

d) To carry out on behalf of the Company any action, make any statement or take

any step that may be required before the CNMV, Sociedad de Gestión de los

Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U.

(IBERCLEAR), the Governing Bodies of the Stock Markets, the Securities

Clearing and Settlement Service and any other agency or entity or public or

- 42 -

private Registry, either Spanish or foreign, in connection with the share capital

reduction covered by this resolution and to draw up and process the relevant

documents for the reduction of the par value of the shares to be duly registered, if

appropriate, for the purposes of such entities.

e) To formalize the amendment of the wording of article 5 of the bylaws to adapt

them to the new share capital figure.

f) To draft and publish such notices as may be necessary or appropriate in

connection with this share capital reduction.

g) To execute on behalf of the Company such public or private documents as may be

necessary or appropriate and, at large, to carry out such actions as may be

necessary for this resolution to become fully effective.

h) To correct, clarify, interpret, specify or supplement the resolutions adopted by the

Shareholders’ Meeting, or those appearing in such deeds or documents as may be

executed in implementation thereof and, in particular, such defects, omissions or

errors, either substantive or formal, that may prevent the resolutions and the

consequences thereof from registering with the Commercial Registry, the Official

Registries of the CNMV, or any others.

i) At large, to carry out such actions as may be necessary or appropriate in order

for the capital reduction to become fully effective.”

* * *

- 43 -

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

11.- AUTHORISATION FOR THE DERIVATIVE ACQUISITION OF THE COMPANY’S OWN

SHARES BY THE COMPANY ITSELF AND/OR BY ITS SUBSIDIARIES.

EXPLANATION:

According to the Companies Law, the authorization of the General Shareholders

Meeting is required for the Company to purchase its own shares, directly or indirectly

through its subsidiaries. This resolution grants authority for the Company to make

market purchases of its own shares up to a maximum of shares representing ten per cent

of the share capital of the Company. Once purchased by the Company, ordinary shares

may be held in treasury or cancelled. The minimum price, exclusive of expenses, for a

share is zero and the maximum price, also exclusive of expenses, is the highest of: (i) an

amount equal to five per cent. above the average of the middle market quotations for the

shares as taken from the relevant Stock Exchange for the five business days

immediately preceding the day on which the transaction is performed; and (ii) the

higher of the price of the last independent trade and the highest current independent bid

on the trading venues where the transaction is carried out at the relevant time.

The Company has no present intention of using the authority under this Resolution 11 to

make market purchases and the seeking of this authority should not be taken to imply

that shares will be purchased. The Company will use this authority only when it is

considered to be in the best interests of the Company and of its shareholders generally

and could be expected to result in an increase in the earnings per share of the Company.

The Board of Directors considers that it is in the best corporate interest for the Company

to have the flexibility to make market purchases of its own shares.

The shares acquired pursuant to this authorisation may be delivered directly to the

employees or directors of the Company or its subsidiaries or as a result of the exercise

of option rights held thereby.

As at July 30, 2020, the Company has issued options outstanding over 29,030,822

shares, representing 1.46 per cent of the Company’s share capital (excluding current

treasury shares).

If the authority now being sought by Resolution 11 were to be fully used, the shares

would represent 1.62 per cent of the Company’s share capital (excluding treasury

shares).

The authority will expire once fifteen months have elapsed from the date of the passing

of this resolution or of the conclusion of the annual Shareholders’ Meeting of the

Company held in 2021, whichever is earlier.

- 44 -


RESOLUTION 11

“To authorise the derivative acquisition of shares of International Consolidated Airlines

Group, S.A. within the scope of article 146 of the Companies Law (Ley de Sociedades

de Capital), complying with the applicable legislation and subject to the following

conditions:

(i) The acquisitions may be made directly by International Consolidated Airlines

Group, S.A. or indirectly through its subsidiaries, on the same terms resulting

from this resolution.

(ii) The acquisitions shall be made through purchase and sale, exchange or any other

transaction permitted by the law.

(iii) The maximum aggregate number of shares which are authorised to be purchased

is the lower of the maximum amount permitted by the law and the number as

represents ten per cent. of the share capital as at the date of passing this

resolution.

(iv) The minimum price which may be paid for a share is zero;

(v) The maximum price which may be paid for a share is the highest of:

a) an amount equal to five per cent. above the average of the middle market

quotations for the shares as taken from the relevant stock exchange for the

five business days immediately preceding the day on which the transaction is

performed; and

b) the higher of the price of the last independent trade and the highest current

independent bid on the trading venues where the transaction is carried out at

the relevant time;

in each case, exclusive of expenses.

(vi) The authorisation is granted for a term ending at next year’s annual

Shareholders’ Meeting (or if earlier, fifteen months from the date of passing of

this resolution).

For the purposes of Article 146 of the Companies Law, it is expressly stated that the

shares acquired pursuant to this authorisation may be delivered directly to the

employees or directors of the Company or its subsidiaries or as a result of the exercise

of option rights held thereby.”

* * *

- 45 -

12.- 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 LAW.

EXPLANATION:

According to the Companies Law, the authorization of the General Shareholders

Meeting is required to grant the directors the authority to increase the share capital of

the Company by issuing new shares against cash contributions.

The authority in this resolution will allow the Board of Directors to allot new shares up

to fifty per cent. of the share capital resulting after the capital reduction of Resolution 10

(if passed and executed) (such amount to be reduced by the amount that the share

capital has been increased by and the maximum amount that the share capital may need

to be increased on the conversion or exchange of any securities issued under Resolution

13).

Pursuant to the provisions of the Companies Law, the shareholders shall have a pre-

emptive right to subscribe to any new shares issued under this authorisation, unless such

pre-emptive right is excluded on the terms and subject to the limits established in

Resolution 14 (if passed) and, therefore, will have the right to subscribe the new shares

in proportion to their prior shareholdings in the Company and that such pre-emptive

rights, as a matter of law, are represented by securities decoupled from the shares to

which they relate and which may be separately traded for a period before payment for

the subscription is due. Therefore, any such capital increase (unless the pre-emptive

rights are excluded on the terms and subject to the limits established in Resolution 14 (if

passed)) will adopt the form of a rights issue in accordance with the Listing Rules made

under Part IV of the United Kingdom Financial Services and Markets Act 2000.

There are no present plans to use this authority to issue new shares under this

Resolution 12. However, the Board of Directors considers it appropriate to have the

maximum flexibility permitted by the applicable legislation, corporate governance

practices as well as the main shareholders requirements in order to respond to market

developments and to enable allotments to take place, should it determine it appropriate

to do so without the need to incur the cost and delay of a Shareholders’ Meeting of the

Company to seek specific authority for an allotment.

The Company, at the date of approval of this proposal by the Board of Directors, has

5,751,177 treasury shares.


of this resolution or of the conclusion of the Annual Shareholders’ Meeting of the


- 46 -


accordance with the provisions of articles 285, 296.1, 297.1.b) and 506 of the

Companies Law.

- 47 -


RESOLUTION 12

“To authorise the Board of Directors, to the fullest extent required under applicable

law, with express power of substitution, and in accordance with Article 297.1.b) of the

Companies Law (Ley de Sociedades de Capital), to increase the share capital of the

Company on one or more occasions and when required, through the issuance and

placement into circulation of new shares (with or without a premium) the consideration

for which shall be cash contributions, under the following terms:

1.- Term of the authorisation.- The capital increases subject to this authorisation may

be done within a term ending at next year’s annual Shareholders’ Meeting (or, if

earlier, fifteen months from the date of passing of this resolution).

Maximum amount authorised.- The aggregate maximum amount of the issuance or

issuances of ordinary shares shall be fifty per cent. of the share capital resulting after

the capital reduction of Resolution 10 (if passed and executed) (such amount to be

reduced by the amount that the share capital has been increased by and the maximum

amount that the share capital may need to be increased on the conversion or exchange

of any securities issued under Resolution 13).

2.- Scope of the authorisation.- The Board of Directors may establish, as to all matters

not otherwise contemplated, the terms and conditions of the share capital increase and

may also freely offer the new shares that are not subscribed for within the period or

periods for the exercise of pre-emptive rights. The Board of Directors may also resolve

that, in the event of incomplete subscription, the share capital shall be increased only

by the amount of the subscriptions made and amend the article of the bylaws relating to

share capital and number of shares.

3.- Admission to listing.- The Company shall, when appropriate, apply for listing on

regulated markets, multilateral trading systems or other secondary markets, organised

or otherwise, official or unofficial, Spanish or foreign, of the shares issued under this

authorisation and the Board of Directors shall be authorised to carry out all acts and

formalities that may be required for admission to listing with the appropriate

authorities of the various Spanish or foreign securities markets.

4.- Power of delegation.- The Board of Directors is expressly authorised to delegate

the powers sub-delegated thereto under this resolution, as permitted by Article 249.bis

l) of the Companies Law.”

* * *

- 48 -


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 TERMS AND

CONDITIONS APPLICABLE TO THE CONVERSION OR EXCHANGE. AUTHORISATION

TO THE BOARD OF DIRECTORS, WITH THE EXPRESS POWER OF SUBSTITUTION,

TO DEVELOP THE BASIS FOR AND TERMS AND CONDITIONS APPLICABLE TO THE

CONVERSION OR EXCHANGE OF SUCH SECURITIES, AS WELL AS TO INCREASE THE

SHARE CAPITAL BY THE REQUIRED AMOUNT ON THE CONVERSION.

EXPLANATION:

The authority in this resolution will allow the directors to issue securities (including

warrants) convertible into and/or exchangeable for shares of the Company, up to up to a

maximum nominal amount of 1,500,000,000 euros or the equivalent thereof in another

currency, provided that the aggregate share capital that may need to be increased on the

conversion or exchange of all such securities may not be higher than fifty per cent. of

the share capital resulting after the capital reduction of Resolution 10 (such amount to

be reduced by the amount that the share capital has been increased under Resolution

12).

Pursuant to the provisions of the Companies Law, the shareholders shall have a pre-

emptive right to subscribe any new convertible securities issued under this

authorisation, unless such pre-emptive right is excluded on the terms and subject to the

limits established in Resolution 14 (if passed).

There are no present plans to use this authority to issue securities convertible into and/or

exchangeable for shares under this Resolution 13. However, the Board of Directors

considers it appropriate to retain the ability to respond to market developments and to

be able to issue securities (including warrants) convertible into and/or exchangeable for

shares of the Company, without the need to incur the cost and delay of a Shareholders’

Meeting of the Company to seek specific authority to do so.


of this resolution or of the conclusion of the Annual Shareholders’ Meeting of the



accordance with the provisions of articles 286, 297 and 511 of the Companies Law.


RESOLUTION 13

“To authorise the Board of Directors, with the express power of substitution, pursuant

to the general provisions governing the issuance of debentures and the provisions of

- 49 -

Articles 286, 297 and 511 of the Companies Law (Ley de Sociedades de Capital) and

Article 319 of the Regulations of the Mercantile Registry (Reglamento del Registro

Mercantil), to issue securities under the following terms:

1.- Securities to be issued.- The securities contemplated in this authorisation may be

debentures, bonds and other debt securities that are exchangeable for shares of the

Company and/or convertible into shares of the Company, as well as warrants (options

to subscribe for new shares of the Company or to acquire existing shares of the

Company).

2.- Term of the authorisation.- The securities subject to this authorisation may be

issued on one or more occasions and when required, within the term ending at next

year’s annual Shareholders’ Meeting (or, if earlier, fifteen months from the date of

passing of this resolution).

3.- Maximum amount authorised.- The maximum aggregate nominal amount of the

issuance or issuances of securities approved under this delegation shall be

1,500,000,000 euros or the equivalent thereof in another currency, provided that the

aggregate share capital that may need to be increased on the conversion or exchange of

all such securities may not be higher than fifty per cent. of the share capital resulting

after the capital reduction of Resolution 10 (if passed and executed) (such amount to be

reduced by the amount that the share capital has been increased under Resolution 12).

4.- Scope of authorisation.- This authorisation extends as broadly as is required under

law, to the establishment of the various terms and conditions of each issuance. By way

of example and not of limitation, the Board of Directors shall be authorised to do the

following with respect to each issuance: determine the amount thereof, always within

the aforementioned overall quantitative limit; the place of issuance (in Spain or

abroad); the domestic or foreign currency, and in the case of a foreign currency, its

equivalence in euros; the name or form of the securities, whether they be bonds or

debentures, including subordinated debentures, warrants (which may in turn be settled

by means of the physical delivery of the shares or, if applicable, through the payment of

differences in price), or any other name or form permitted by law; the date or dates of

issuance; the number of securities and the par value thereof, which, in the case of

convertible and/or exchangeable bonds or debentures, shall not be less than the par

value of the shares; in the case of warrants and similar securities, the issue price and/or

premium, the exercise price (which may be fixed or variable) and the procedure, period

and other terms and conditions applicable to the exercise of the right to subscribe for

the underlying shares or, if applicable, the exclusion of such right; the interest rate

(whether fixed or variable), and the dates and procedures for payment of the coupon;

whether the issuance is perpetual or subject to repayment and, in the latter case, the

repayment period and the maturity date or dates; guarantees, reimbursement rate,

premiums and lots; the form of representation, as securities or book entries; anti-

dilution provisions; the rules applicable to subscription; the rank of the securities and

the subordination clauses, if any; the law applicable to the issuance; the power to make

application, where appropriate, for the listing of the securities to be issued on Spanish

- 50 -

or foreign, official or unofficial, organised or other secondary markets, subject to the

requirements established by applicable regulations in each case; and, in general, any

other terms of the issuance as well as, if applicable, the appointment of the security-

holders’ syndicate representative (comisario) and the approval of the basic rules that

are to govern the legal relationships between the Company and the syndicate of holders

of the securities to be issued, in the event that such syndicate must or is decided to be

created.

5.- Basis for and terms and conditions applicable to the conversion and/or exchange.-

In the case of issuance of convertible and/or exchangeable debentures or bonds, and for

purposes of determining the basis for and terms and conditions applicable to the

conversion and/or exchange, it is resolved to establish the following criteria:

a) The securities issued pursuant to this resolution shall be convertible into shares of

the Company and/or exchangeable into shares of the Company, in accordance with

a fixed or variable conversion and/or exchange ratio determined or to be

determined, with the Board of Directors being authorised to decide whether they

are convertible and/or exchangeable, as well as to determine whether they are

mandatorily or voluntarily convertible and/or exchangeable, and if voluntarily, at

the option of the holder thereof and/or of the Company, at the intervals and during

the period established in the resolution providing for the issuance.

b) In the event that the issuance is convertible and exchangeable, the Board may also

provide that the issuer reserves the right at any time to elect between conversion

into new shares or the exchange thereof for outstanding shares of the Company,

with the nature of the shares to be delivered being determined at the time of

conversion or exchange, and may also elect to deliver a combination of newly-

issued shares and existing shares of the Company and even to settle the difference

in cash.

c) For purposes of the conversion and/or exchange, the securities shall be valued at

the nominal amount thereof (including, should it be the case, accrued and not paid

interests), and the shares at the fixed exchange ratio established in the resolution of

the Board of Directors whereby this authorisation is exercised, or at a variable

ratio to be determined on the date or dates specified in such resolution of the

Board, based on the listing price of the Company’s shares on the date(s) or during

the period(s) used as a reference in such resolution, at a premium or at a discount,

provided, however, that if a discount is established on the price per share, it shall

not be greater than twenty five per cent. of the value of the shares used as a

reference value as set forth above.

d) In no event may the value of the share for purposes of the ratio for conversion of

debentures into shares be less than the par value thereof. In addition, pursuant to

the provisions of Article 415 of the Companies Law, debentures may not be

converted into shares when the nominal value of the former is less than the par

value of the latter.

- 51 -

6.- Basis and terms and conditions for the exercise of warrants.- In the case of

issuances of warrants, to which the provisions of the Companies Law on convertible

debentures shall apply by analogy, the Board of Directors is authorised to determine, in

the broadest terms, in connection with the basis for and terms and conditions applicable

to the exercise of such warrants, the criteria applicable to the exercise of rights to

subscribe for or of rights to acquire shares of the Company arising from the securities

of this kind issued under the delegation granted hereby. The criteria set forth in section

5 above shall apply to such issuances, with such adjustments as may be necessary in

order to bring them into compliance with the legal and financial rules governing these

kinds of securities.

7.- Other powers delegated.- This authorisation to the Board of Directors also

includes, without limitation, the delegation thereto of the following powers:

a) The power to increase the share capital to the extent required to attend requests for

conversion and/or for exercise of the right to subscribe for new shares. These

powers may only be exercised so long as the capital increase the Board of

Directors approves for the issue of convertible securities or warrants does not

exceed the unused limit authorised in each moment by the Shareholders’ Meeting in

accordance with Article 297.1.b) of the Companies Law. This authorisation to

increase the share capital includes the authorisation to issue and float, on one or

more occasions, the shares representing such capital that are necessary to carry

out the conversion and/or to exercise the right to subscribe for new shares, as well

as the power to amend the article of the bylaws relating to the amount of the share

capital and the number of shares and, if appropriate, to cancel the portion of such

capital increase that was not required for the conversion of shares and/or the

exercise of the right to subscribe for new shares.

b) The power to elaborate on and specify the basis for and terms and conditions

applicable to the conversion, exchange and/or exercise of the rights to subscribe

for and/or acquire shares arising from the securities to be issued, taking into

account the criteria set out in sections 5 and 6 above.

c) The delegation to the Board of Directors includes the broadest powers that may be

required by law in order to interpret, apply, implement and develop the resolutions

providing for the issuance of securities that are convertible into or exchangeable

for shares of the Company, on one or more occasions, and to carry out the

corresponding capital increase, as well as the power to correct and supplement

such resolutions as to all matters that may be necessary and to comply with all

legal requirements for the successful implementation thereof. To such end, the

Board of Directors may correct any omissions or defects in the aforementioned

resolutions that may be identified by any Spanish or foreign authorities, officers or

bodies, and may also adopt all such resolutions and execute all such public or

private documents as it may deem necessary or appropriate in order to adjust the

preceding resolutions for the issuance of convertible or exchangeable securities

and the corresponding capital increase to the oral or written assessment of the

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Commercial Registrar or, in general, of any other Spanish or foreign competent

authorities, officers or entities.

8.- Admission to trading.- The Company shall, where appropriate, apply for listing on

regulated markets, multilateral trading systems or other secondary markets, organised

or otherwise, official or unofficial, Spanish or foreign of the securities issued by the

Company under this delegation, and the Board of Directors is authorised, as fully as is

required by law, to conduct all acts and formalities that may be necessary for admission

to listing before the appropriate authorities of the various Spanish or foreign securities

markets.

9.- Guarantee of issues of convertible and/or exchangeable securities or warrants by

subsidiaries.- The Board of Directors is also authorised to guarantee on behalf of the

Company, within the limits set forth above, new issuances of convertible and/or

exchangeable securities or warrants by subsidiaries during the effective period of this

resolution.

10.- Power to delegate.- The Board of Directors is expressly authorised to sub-delegate

the powers delegated thereto under this resolution, as permitted by Article 249bis l) of

the Companies Law.”

* * *

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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 12 AND 13.

EXPLANATION:

As indicated above, if the Board of Directors decides to issue new shares or convertible

securities, the Companies Law recognises a pre-emptive subscription right to the

shareholders, meaning that these shares or securities must be offered first to existing

shareholders in proportion to their existing holdings.

In connection with the capital increases and the issuances of convertible or

exchangeable securities that the Board may approve under the authority given under

Resolution 12 or Resolution 13 (if passed), this resolution delegates power to the Board

of Directors to allot new shares or securities which may be converted or exchanged into

new ordinary shares where the value of the shares so allotted and that may be allotted on

the conversion or exchange of such securities is up to a nominal amount of five per cent.

of the share capital resulting after the capital reduction and capital increase of

Resolutions 10 and 15 (if passed and executed), without the shares or convertible or

exchangeable securities first being offered to existing shareholders in proportion to their

existing holdings in this moment.

The Board of Directors intends to adhere to the provisions in the UK Pre-emption

Group’s Statement of Principles as if they applied to a Spanish incorporated company

not to allot shares for cash on a non pre-emptive basis in excess of an amount equal to

7.5 per cent. of the total issued ordinary share capital of the Company within a rolling

three year period without prior explanation to and consultation with shareholders.

The Board of Directors has issued a report in order to justify the proposed resolution in

accordance with the provisions of articles 506 and 511 of the Companies Law.


RESOLUTION 14

“To authorise the Board of Directors, with the express power of substitution, to totally

or partially exclude the pre-emptive right, as permitted by Article 506 and Article 511

of the Companies Law (Ley de Sociedades de Capital) in connection with issuances of

shares or convertible or exchangeable securities that the Board of Directors may

approve under the authority given under Resolutions 12 and 13 above provided that the

such capital increases and issuances of convertible or exchangeable securities are

subject to an aggregate maximum nominal amount of the shares so allotted and that

may be allotted on conversion or exchange of such securities of five per cent. of the

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share capital resulting after the capital reduction and capital increase of Resolutions 10

and 15 (if passed and executed).

The Board of Directors is expressly authorised to sub-delegate the powers delegated

thereto under this resolution, as permitted by Article 249bis l) of the Companies Law.”

* * *

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SHARE CAPITAL INCREASE WITH RECOGNITION OF SHAREHOLDERS’

PRE-EMPTIVE RIGHTS

15.- APPROVAL OF A SHARE CAPITAL INCREASE IN ORDER TO INCREASE THE

COMPANY’S EQUITY BY AN EFFECTIVE AMOUNT (NOMINAL PLUS PREMIUM) OF

APPROXIMATELY 2,750,000,000 EUROS BY ISSUING A MAXIMUM OF

27,500,000,000 NEW ORDINARY SHARES WITH A NOMINAL VALUE OF 0.10 EUROS

EACH, OF THE SAME CLASS AND SERIES AS THOSE ORDINARY SHARES

OUTSTANDING ON THAT MOMENT, WITH MONETARY CONTRIBUTIONS, WITH

ACKNOWLEDGMENT OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND

DETERMINING INCOMPLETE SUBSCRIPTION WHERE APPLICABLE. DELEGATION

OF POWERS FOR IMPLEMENTATION OF THE CAPITAL INCREASE.

EXPLANATION:

Shareholders’ approval is requested to increase the share capital of the Company by an

effective amount (nominal plus premium) of approximately 2,750,000,000 euros, by

issuing and placing into circulation a maximum of 27,500,000,000 new ordinary shares

of the Company of the same class and series as those ordinary shares outstanding on

that moment, of € 0.10 nominal value each, with cash contributions and preferential

subscription rights, with express provision for the possibility of incomplete subscription

and with delegation to the Board of Directors, with powers of substitution, of the

determination of the date on which this capital increase resolution must be carried out

within a maximum period of one year from its adoption by the Shareholders’ Meeting

and the establishment of the terms and conditions in all the matters not provided for in

this resolution, in accordance with the provisions of Article 297.1.a) of the Companies

Law.

In accordance with the provisions of Articles 304 and 503 of the Companies Law, the

Company’s shareholders will have pre-emptive subscription rights over of the new

shares.


accordance with the provisions of articles 286, 296 and 297.1.a) of the Companies Law.


RESOLUTION 15

“To increase the share capital of INTERNATIONAL CONSOLIDATED AIRLINES

GROUP, S.A. (the “Company”) in order to increase the Company’s equity by an

effective amount (nominal plus premium) of approximately 2,750,000,000 euros by

issuing and placing into circulation a maximum of 27,500,000,000 ordinary shares with

a nominal value of 0.10 euros each, (this being the par value of the Company's ordinary

shares once the capital reduction, approved by this General Meeting of Shareholders

under item 10 on the agenda, if applicable, is carried out), of the same class and series

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as those currently outstanding, with monetary contributions, with pre-emptive

subscriptions right and providing for an incomplete subscription, on the terms and

conditions set out below.

1.- Amount and type of capital increase

The effective amount (nominal plus premium) of the issuance will be,

approximately, 2,750,000,000 euros and will be carried out through the issue and

placing into circulation of a maximum of 27,500,000,000 new ordinary shares

with a nominal value of 0.10 euros each, of the same class and series as those

ordinary shares outstanding on that moment.

It will fall to the Board of Directors to determine, based on the market conditions

at the time of implementation of this resolution and on the issue price of the new

shares, (i) the nominal amount of the capital increase and the number of ordinary

shares to be issued, which will, at the most, be 2,750,000,000 euros and of

27,500,000,000 shares, respectively and (ii) the issue price of the new shares and,

specifically, the amount of the share premium for each new share issued; all the

foregoing so that the effective amount (nominal plus premium) of the issue is of

approximately 2,750,000,000 euros (although it might be lower or higher than

this figure if, for example, for purely technical reasons, it were advisable in order

to facilitate the subscription ratio for exercising the pre-emptive subscription

rights).

2.- Issue price

The new shares will be issued for their nominal value of 0.10 euros (this being the

par value of the Company's ordinary shares once the capital reduction, approved

by this General Meeting of Shareholders under item 10 on the agenda, if

applicable, is carried out) plus the share premium determined by the Board of

Directors.

3.- Payment of the new shares

The payment of the new shares, both the nominal value and the share premium,

will be made in cash.

For the purposes of the provisions of article 299 of the Capital Companies Law, it

is placed on record that the previously issued shares of the Company are fully

paid up.

4.- Representation of the new shares

The new shares will be represented by book entries, which will be kept by

Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de

Valores, S.A. (IBERCLEAR) and its participating entities on the terms established

in the currently applicable legislation.

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5.- Rights of the new shares

The new shares will be ordinary, of the same class and series as those ordinary

shares outstanding on that moment, with the same rights as from the date on

which the capital increase is declared executed.

6.- Pre-emptive subscription right

In accordance with the provisions of articles 304 and 503 of the Capital

Companies Law, the shareholders of the Company will be granted the right to

pre-emptively subscribe for the new shares. The shareholders of the Company

who are deemed to have the right in accordance with the applicable legislation

will have the pre-emptive subscription right on the terms determined by the Board

of Directors.

It will fall to the Board of Directors to establish the ratio or proportion between

pre-emptive subscription rights and the new shares that are issued based on the

circumstances at the time when the capital increase is launched, and to determine

the terms and conditions, the procedure for and the time periods in which the

shareholders may exercise their pre-emptive subscription rights over the new

shares.

In accordance with the provisions of article 306.2 of the Capital Companies Law,

pre-emptive subscription rights will be transferable under the same conditions as

the shares from which they derive. Particularly, provisions of articles 6, 9, 10 and

11 of the Company’s bylaws shall apply, mutatis mutandi, to the transfer of the

pre-emptive subscription rights, with the corresponding adjustments or

specialities that, from time to time, the Board of Directors may establish

according to the nature of the pre-emptive subscription rights.

In this regard, if, according to the situation existing at any given time, the Board

of Directors decides to establish a permitted maximum of Relevant Non-EU

Shares (as that term is currently defined in the Company’s bylaws, term which

will be changed to "Non-Qualifying Shares" if the amendment of the Articles of

Association proposed under item 9 on the agenda of this General Meeting of

Shareholders is approved) in accordance with article 11.8(b) of those bylaws, it is

hereby stated that the restrictions established in that article 11 for the acquisition

of shares in IAG by Relevant Non-EU Persons (as that term is currently defined in

the Company’s bylaws, term which will be changed to "Non-Qualifying Shares" if

the amendment of the Articles of Association proposed under item 9 on the

agenda of this General Meeting of Shareholders is approved) after the publication

of the relevant announcement, and the consequences of the breach thereof

envisaged in that article 11, shall also apply to the acquisition of pre-emptive

subscription rights, all with the ultimate aim of ensuring the Company’s

compliance with the mandatory provisions on ownership and control, on which

the maintenance and enjoyment by the airlines of the IAG Group of their

- 58 -

authorizations and permits to operate depend. The foregoing will not affect the

exercise of the pre-emptive subscription rights validly allotted or acquired (or

relating to shares validly acquired) without the breach of those restrictions

(where established). However, the pre-emptive subscription rights acquired (or

relating to shares acquired) in breach of those restrictions may not be exercised,

without prejudice to the other consequences envisaged in article 11 of the bylaws

in case of breach.

Moreover, the Board of Directors is empowered to apply and implement any and

all additional measures and restrictions that it deems appropriate in relation to

the exercise of the pre-emptive subscription rights and the procedures for

subscription and allotment of new shares in order to ensure that the Company

fulfils, after the execution of the capital increase, the mandatory provisions on

ownership and control.

The period for the pre-emptive subscription of the new shares will be determined

by the Board of Directors and may not be less than fifteen days after the

publication of the mandatory notice in the Commercial Registry Official Gazette

(BORME).

The Board of Directors may establish additional periods or rounds so that any

new shares that may not have been subscribed and paid up during the pre-emptive

subscription period can be allotted to the shareholders and/or other interested

investors (being able to, in particular, limit the allotment of shares to

shareholders or investors that are Relevant Non-EU Persons in any of the

additional periods or rounds as necessary to ensure the fulfilment by the

Company of the aforementioned mandatory provisions on ownership and control),

setting in any event the procedure, conditions and deadlines for these additional

periods or rounds, and the Board of Directors may, at its discretion, award the

unsubscribed shares to any third party, be they a shareholder or not, or, as the

case may be, to the entity or entities placing or underwriting the issue.

7.- Incomplete subscription

In accordance with the provisions of article 311 of the Capital Companies Law,

the possibility of an incomplete subscription of the capital increase is expressly

provided for. Accordingly, if the increase is not subscribed in full, the share

capital may be increased only by the amount of the subscriptions made, although

the Board of Directors may establish a minimum amount or that the capital

increase must be fully subscribed, if it considers it appropriate.

8.- Amendment of the bylaws

As a result of this increase in the share capital, article 5 of the bylaws will be

amended to reflect the new resulting share capital figure.

- 59 -

9.- Admission to listing

It is resolved to apply for the admission to listing of the new shares that may be

issued, subscribed and paid in pursuant to this capital increase resolution on the

Madrid, Barcelona, Bilbao and Valencia stock exchanges, via the Spanish Unified

Computerized Trading System (Continuous Market), and on the London stock

exchange.

It is hereby stated, for the appropriate legal purposes, that, in the event that the

de-listing of the Company’s shares is subsequently requested, it will be adopted

with the formalities required by the applicable legislation and, in such case, the

interest of the shareholders who object to or do not vote for the resolution will be

guaranteed, complying with the requirements established in the Capital

Companies Law, in the Securities Market Law and other related or implementing

provisions.

10.- Delegation of powers

The Board of Directors is delegated, with express powers of sub delegation on the

broadest terms, the power to determine the date on which this capital increase

resolution is to take effect within the maximum period of one year from its

adoption by the Shareholders’ Meeting and to establish the terms and conditions

thereof in all matters not provided for above, in accordance with the provisions of

article 297.1.a) of the Capital Companies Law.

Specifically, the Board of Directors is delegated, with powers of sub delegation,

the power to determine the final amount of the capital increase within the

maximum amount established, as well as, as the case may be, its incomplete

subscription, the subscription ratio, the issue price of the new shares, therefore

setting the amount of the share premium, as the case may be, and establishing the

procedure, conditions and time periods for the subscription and payment of the

new shares.

However, the Board of Directors may refrain from executing the approved capital

increase in light of market conditions, of the corporate interest or of some external

fact or event that makes it inadvisable or prevents its execution, which will be

disclosed through an inside information or other relevant information notice, as

the case may be, and at the first Shareholders’ Meeting that is held after the

period for its execution has expired.

In particular, for illustration purposes and without limitation, the Board of

Directors is delegated, with express powers of sub delegation on the broadest

terms, the following powers with respect to the capital increase:

a) To set the date on which the resolution is to take effect, determining the start

of the pre-emptive subscription period.

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b) To establish the other terms and conditions of the issue of the new shares

and, in particular, the terms of the successive rounds for the subscription of

the new shares which, as the case may be, are not subscribed in the exercise

of the pre-emptive subscription rights.

c) To determine the number of shares by which the Company’s capital is

finally increased, within the maximum amount approved, declaring, as the

case may be, the increase as incompletely subscribed.

d) To amend the wording of article 5 of the bylaws to adapt them to the new

share capital figure and the number of shares resulting from the

subscriptions actually made.

e) To determine the time when the pre-emptive subscription rights will be

assigned and the period for exercising such rights, which may not be less

than fifteen days after the publication of the notice of the offer of

subscription of the new issue in the Official Commercial Registry Gazette.

f) To determine the systems for allotting the new shares and the terms and

conditions under which the payment of the nominal value of the shares and

the related premium will take place.

g) To take as many steps as may be necessary or appropriate in any

jurisdiction where the shares of the Company are offered or listed or the

admission to listing thereof is applied for, in order to carry out the capital

increase and the issue of the new shares and, in particular:

(i) To draft, formulate, sign, subscribe and assume responsibility for as

many prospectuses, registration documents, notes on the shares,

summaries, written statements, applications, communications or

notifications as may be required by the applicable legislation in each

competent jurisdiction and to resolve upon any subsequent

amendments to the same that are deemed appropriate.

(ii) To appear and take as many steps as may be necessary before any

competent authorities in any jurisdiction and to approve and

formalise as many public or private documents as may be necessary

or appropriate for the full effectiveness of the capital increase

resolution in any of its aspects and contents.

h) To negotiate, sign and execute public or private documents, including but

not limited to one or more underwriting and/or placement agreements for

the capital increase, agency agreements, protocols or preliminary

agreements relating to such underwriting and/or placement agreements, as

well as any other agreements or documents that may be appropriate for the

successful outcome of the capital increase and the issue of the new shares.

- 61 -

i) To desist from the capital increase.

j) To draft and publish any announcements as may be necessary or advisable.

k) To declare the capital increase as closed, once the subscription period has

ended and the payments of the shares finally subscribed have been made,

executing as many public and private documents as may be appropriate for

the total or partial execution of the capital increase.

l) To execute as many public and private documents as may be required,

appear before a notary to have the preceding resolutions notarised, and

rectify, adjust, clarify and harmonise these resolutions in the sense that may

result from the oral and/or written assessment of the Commercial Registrar

until the capital increase is registered at the Commercial Registry,

including to request the partial registration thereof.

m) To apply for admission to listing of the new shares that have been finally

subscribed and paid in, taking as many steps and executing as many public

or private documents as may be necessary or appropriate for these

purposes.

n) And, in general, to take as many steps and execute as many documents as

may be necessary or appropriate for the validity, effectiveness,

implementation and execution of the capital increase and the issue of the

new shares, including interpreting, applying, executing and implementing

the approved resolutions, including the rectification and fulfilment thereof.”

* * *

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CALL OF EXTRAORDINARY GENERAL MEETINGS AND DELEGATION

OF POWERS

16.- APPROVAL, FOR A TERM ENDING AT NEXT YEAR’S ANNUAL SHAREHOLDERS’

MEETING, OF THE REDUCTION TO FIFTEEN DAYS OF THE NOTICE PERIOD FOR

CALLING EXTRAORDINARY GENERAL MEETINGS, IN ACCORDANCE WITH THE

PROVISIONS OF ARTICLE 515 OF THE COMPANIES LAW.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders’ Meeting to

approve the reduction of the notice period for the calling of Extraordinary General

Shareholders’ Meetings to fifteen days, in accordance with the provisions of article 515

of the Companies Law.


RESOLUTION 16

“To approve, for a term ending at next year’s annual Shareholders’ Meeting, the

reduction of the notice period for calling Extraordinary General Shareholders’

Meetings, to fifteen days, in accordance with the provisions of article 515 of the

Companies Law.”

* * *

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17.- DELEGATION OF POWERS TO FORMALISE AND EXECUTE ALL RESOLUTIONS

ADOPTED BY THE SHAREHOLDERS’ MEETING.

EXPLANATION:

In this resolution, the Board of Directors requests the delegation of the relevant

authorities and powers to execute all the foregoing resolutions according to applicable

law.


RESOLUTION 17

“Without prejudice to the powers delegated in the preceding resolutions, to confer

authority on the Board of Directors, with the express power of substitution, to the

Chairman of the Board of Directors, to the Senior Independent Director, to the Chief

Executive Officer, to the Secretary of the Board of Directors and to the Deputy

Secretary of the Board of Directors, to the fullest extent permitted by law, so that any of

them may execute the foregoing resolutions, for which purpose they may: (i) establish,

interpret, clarify, complete, develop, amend, remedy errors or omissions and adapt the

aforementioned resolutions according to the verbal or written qualifications of the

Mercantile Registry and any competent authorities, civil servants or institutions; (ii)

draw up and publish the announcements required by law; (iii) place the aforementioned

resolutions on public record and grant any public and/or private documents they deem

necessary or advisable for their implementation; (iv) deposit the annual accounts and

other mandatory documentation at the Mercantile Registry or in other applicable

registries, and (v) engage in any acts that may be necessary or advisable to successfully

implement them and, in particular, to have them filed at the Mercantile Registry or in

other applicable registries.”

* * *

July 30, 2020

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