REG - Intl Con Airline Grp - Notice of AGM

International Consolidated Airlines SAAnnouncement

10/05/2024 11:00

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RNS Number : 9882N  International Cons Airlines Group  10 May 2024

 

 

Shareholder Meeting Agenda - Call Notice

Madrid, 10 May 2024.

The Board of Directors of INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (the
"Company") has resolved to call the Annual Shareholders' Meeting to be held in
Madrid, at Edificio Mutua Madrileña, Paseo de la Castellana, 33, with the
possibility of remote attendance, on 26 June 2024, at 12 noon (CEST), on
second call, in the event that the legally required quorum is not reached and
therefore the meeting cannot be held on the first call, scheduled for 25 June
2024 at 12 noon (CEST).

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

AGENDA

Annual accounts, corporate management and auditor

1.-     Approval of the 2023 financial statements and management reports
of the Company and of its consolidated group.

2.-     Approval of the non-financial information statement for financial
year 2023.

3.-     Approval of the management of the Board of Directors during the
2023 financial year.

4.-     Re-election of KPMG Auditores, S.L. as auditor of the Company and
of its consolidated group for financial year 2024 and delegation of powers.

Results allocation

5.-     Approval of the proposal for the allocation of 2023 results.

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

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

7.-     Consultative vote on the 2023 annual report on directors'
remuneration.

8.-     Approval of the directors' remuneration policy.

Approval of the allotment of a maximum number of shares of the Company for
share awards

9.-     Approval of the allotment of a maximum number of shares of the
Company for share awards (including the awards to executive directors) under
the Executive Share Plan in relation to the 2024, 2025, 2026 and 2027
financial years.

Authorisations for the acquisition of own shares, for the issuance of shares
and convertible or exchangeable securities and for the exclusion of
pre-emptive rights

10.-   Authorisation for the derivative acquisition of the Company's own
shares by the Company itself and/or by its subsidiaries.

11.-   Authorisation to the Board of Directors, with the express power of
substitution, to increase the share capital pursuant to the provisions of
Article 297.1 b) of the Companies Act.

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

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

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

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

Delegation of powers

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

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

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

*          *          *

Álvaro López-Jorrín Hernández

Secretary of the Board of Directors

 

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