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IAG International Consolidated Airlines SA News Story

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REG - Intl Con Airline Grp - Notice of AGM

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RNS Number : 1361I  International Cons Airlines Group  09 May 2025

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A.

NOTICE OF OTHER RELEVANT INFORMATION

Madrid, 9 May 2025.

The Board of Directors of INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (the
"Company") has resolved to call the Annual Shareholders' Meeting to be held in
Madrid, at Edificio Mutua Madrileña, Paseo de la Castellana, 33, with the
possibility of remote attendance, on 19 June 2025, at 12 noon (CEST), on
second call, in the event that the legally required quorum is not reached and
therefore the meeting cannot be held on the first call, scheduled for 18 June
2025 at 12 noon (CEST).

The Shareholders' Meeting is called in accordance with the following:

AGENDA

Annual accounts, corporate management and auditor

1.-      Approval of the 2024 financial statements and management reports
of the Company and of its consolidated group.

2.-       Approval of the consolidated non-financial information
statement and sustainability information report for financial year 2024.

3.-       Approval of the management of the Board of Directors during
the 2024 financial year.

4.-       Re-election of KPMG Auditores, S.L. as auditor of the Company
and of its consolidated group for financial year 2025 and delegation of
powers.

Results allocation

5.-       Approval of the proposal for the allocation of 2024 results.

6.-       2024 final dividend approval.

Directors' re-election, appointment and resolutions on directors' remuneration

7.-       Re-election and appointment of directors for the Corporate
Bylaws mandated one-year term.

8.-       Consultative vote on the 2024 annual report on directors'
remuneration.

9.-       Approval of the directors' remuneration policy.

Capital reduction

10.-     Approval of a reduction in share capital by means of the
cancellation of up to 426,206,309 shares (8.57 per cent of the share capital).
Delegation of powers for the implementation thereof.

 

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.

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.

13.-     Authorisation to the Board of Directors, with the express power
of substitution, to issue securities (including warrants) convertible into
and/or exchangeable for shares of the Company. Establishment of the criteria
for determining the basis for and the terms and conditions applicable to the
conversion or exchange.

14.-     Authorisation to the Board of Directors, with the express power
of substitution, to exclude pre-emptive rights in connection with the capital
increases and the issuances of convertible or exchangeable securities that the
Board of Directors may approve under the authorities given under resolutions
12 and 13:

a)     Up to 10 per cent of the share capital on an unrestricted basis.

b)     Up to an additional 10 per cent of the share capital to be used for
either an acquisition or a specified capital investment.

Aircraft purchases

15.-     Approval of the proposed purchase of 21 Airbus A330-900neo family
aircraft and 32 Boeing 787-10 family aircraft.

Delegation of powers

16.-     Delegation of powers to formalise and execute all resolutions
adopted by the Shareholders' Meeting.

 

The full call notice will be published in the following days in the form
required by the law and the corporate bylaws.

From the publication of the call notice, the call notice and the proposed
resolutions prepared by the Board of Directors, together with the remaining
documentation relating to the Shareholders' Meeting, shall be available to
shareholders at the registered office (El Caserío, Iberia Zona Industrial nº
2 (La Muñoza), Camino de La Muñoza, s/n, 28042 Madrid), at the Shareholder
Office (IAG) (calle Martínez Villergas, 49, 28027 Madrid) and on the
corporate website of the Company (www.iairgroup.com (http://www.iairgroup.com)
).

*          *          *

Álvaro López-Jorrín Hernández

Secretary of the Board of Directors

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