Shareholder Meeting Agenda - Call Notice
Shareholder Meeting Agenda - Call Notice
Madrid, May 5, 2022
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, nº 33, with the possibility of attending remotely, on June 15, 2022 at 12 noon (CEST), on first call, and on the following day, June 16, 2022 at 12 noon (CEST) , at the same venue, on second call . In light of the fact that the quorum required by law and the corporate bylaws may not be met on first call, it is informed that the Shareholders' Meeting will be held on second call.
The Board of Directors, following a proposal from the Nominations Committee, proposes to the Shareholders' Meeting the re-election of all directors with the exception of Mr. Alberto Terol, who will consequently cease as director of the Company at the Shareholders' Meeting, establishing the number of members of the Board of Directors at 11 . Mr. Terol is not standing for re-election according to the Board's succession and renewal plan, after having served as an independent director of the Company for nine years. The Board of Directors expresses its gratitude to Mr. Terol for his commitment and contribution as a member of the Board during these years.
It is the Board's intention that Ms. Heather Ann McSharry, subject to her re-election as a director of the Company, will succeed him as Senior Independent Director and as Chair of the Remuneration Committee.
The Shareholders' Meeting is called in accordance with the following
AGENDA
Annual accounts and corporate management
1.- Approval of the 2021 financial statements and management reports of the Company and of its consolidated group.
2.- Approval of the non-financial information statement for financial year 2021.
3.- Approval of the management of the Board of Directors during the 2021 financial year.
Results and reserves allocation
4.- Approval of the proposal for the allocation of 2021 results.
5.- Approval of the transfer of €106,369,600 from the "legal reserve" account to "voluntary reserves".
Directors' re-election and resolutions on directors' remuneration
6.- Re-election of directors for the Corporate Bylaws mandated one-year term:
a) To re-elect Mr. Javier Ferrán as non-executive independent director.
b) To re-elect Mr. Luis Gallego as executive director.
c) To re-elect Mr. Giles Agutter as non-executive proprietary director.
d) To re-elect, Ms. Peggy Bruzelius as non-executive independent director.
e) To re-elect, Ms. Eva Castillo as non-executive independent director.
f) To re-elect Ms. Margaret Ewing as non-executive independent director.
g) To re-elect Mr. Maurice Lam as non-executive independent director.
h) To re-elect Ms. Heather Ann McSharry as non-executive independent director.
i) To re-elect Mr. Robin Phillips as non-executive proprietary director.
j) To re-elect Mr. Emilio Saracho as non-executive independent director.
k) To re-elect Ms. Nicola Shaw as non-executive independent director.
l) To establish the number of members of the Board of Directors at 11.
7.- Consultative vote on the 2021 annual report on directors' remuneration.
8.- Amendment of the directors' remuneration policy.
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
9.- Authorisation for the derivative acquisition of the Company's own shares by the Company itself and/or by its subsidiaries.
10.- 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.
11.- 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 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 the 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.
12.- 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 10 and 11.
Call of Extraordinary General Meetings and delegation of powers
13.- 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 Act.
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 ) .
* * *
Álvaro López-Jorrín Hernández
Secretary of the Board of Directors
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