AGM Information • Jul 31, 2020
AGM Information
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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.
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.
"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."
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.
"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."
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).
"To approve the management of the Board of Directors during the financial year ended December 31, 2019."
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.
"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."
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.
"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."
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.
"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:
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 nonexecutive 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.
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 nonexecutive 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.
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.
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.
"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."
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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.
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.
• Date of first and of most recent appointment as a director of the Company:
Ms. Margaret Ewing was appointed as non-executive independent director for the first time on June 20, 2019.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the director:
Ms. Margaret Ewing has no shares in the Company.
"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 nonexecutive independent director."
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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.
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.
• Date of first and of most recent appointment as a director of the Company:
Mr. Javier Ferrán was appointed as non-executive independent director for the first time 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. Javier Ferrán owns 309,900 Company shares.
"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."
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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.
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.
• Date of first and of most recent appointment as a director of the Company:
Mr. Stephen Gunning was appointed as executive director for the first time on June 20, 2019.
• Shares of the Company and derivative financial instruments whose 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 No performance conditions |
32,813 |
| PSP 2019 | March 8, 2019 | Subject to satisfaction of performance conditions tested over a 3-year period and a further 2-year holding period |
101,587 |
| IADP 2020 | March 6, 2020 | March 6, 2023 No performance conditions |
46,177 |
| PSP 2020 | March 6, 2020 | Subject to satisfaction of performance conditions tested over a 3-year period |
226,852 |
|---|---|---|---|
| and a further 2-year holding period |
"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."
In this resolution the Board of Directors proposes to the Shareholders' Meeting the re-election of Ms. Deborah Kerr as non-executive independent director, upon proposal from the Nominations Committee.
• 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.
• Date of first and of most recent appointment as a director of the Company:
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.
• Shares of the Company and derivative financial instruments whose
underlying assets are shares of the Company held by the director:
Ms. Deborah Kerr has no shares in the Company.
"To appoint Ms. Deborah Kerr as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of nonexecutive independent director."
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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.
• Date of first and of most recent appointment as a director of the Company:
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 reelected on June 20, 2019.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the director:
Ms. María Fernanda Mejía owns 100 Company shares.
"To re-elect Ms. María Fernanda Mejía Campuzano as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of non-executive independent director."
In this resolution the Board of Directors proposes to the Shareholders' Meeting the re-election of Mr. Emilio Saracho as non-executive independent director, upon proposal from the Nominations Committee.
• 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.
• Date of first and of most recent appointment as a director of the Company:
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.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the director:
Mr. Emilio Saracho has no shares in the Company.
"To re-elect Mr. Emilio Saracho Rodríguez de Torres as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of non-executive independent director."
In this resolution the Board of Directors proposes to the Shareholders' Meeting the re-election of Ms. Nicola Shaw non-executive independent director, upon proposal from the Nominations Committee.
• 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.
• Date of first and of most recent appointment as a director of the Company:
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.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the director:
Ms. Nicola Shaw owns 1,714 Company shares.
"To re-elect Ms. Lucy Nicola Shaw as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of nonexecutive independent director."
In this resolution the Board of Directors proposes to the Shareholders' Meeting the re-election of Mr. Alberto Terol as non-executive independent director, upon proposal from the Nominations Committee.
• 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 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.
• Date of first and of most recent appointment as a director of the Company:
Mr. Alberto Terol was appointed as non-executive independent director on June 20, 2013 and was last re-elected 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. Alberto Terol owns 26,537 Company shares.
"To re-elect Mr. Alberto Terol Esteban as a director for the bylaw mandated oneyear term, upon proposal from the Nominations Committee, with the status of non-executive independent director."
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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.
• Shares of the Company and derivative financial instruments whose
underlying assets are shares of the Company held by the candidate:
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 No performance conditions |
59,850 |
| PSP 2018 | May 10, 2018 | Subject to satisfaction of performance conditions tested over a 3-year period and a further 2-year holding period |
128,826 |
| IADP 2019 | March 8, 2019 | March 8, 2022 No performance conditions |
49,454 |
| PSP 2019 | March 8, 2019 | Subject to satisfaction of performance conditions tested over a 3-year period and a further 2-year holding period |
162,543 |
| IADP 2020 | March 6, 2020 | March 6, 2023 No performance conditions |
54,059 |
| PSP 2020 | March 6, 2020 | Subject to satisfaction of performance conditions tested over a 3-year period and a further 2-year holding period |
357,298 |
"To appoint Mr. Luis Gallego Martín as a director for the bylaw mandated oneyear term, upon proposal from the Nominations Committee, with the status of executive director".
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the candidate:
Mr. Giles Agutter owns 250 Company shares.
"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."
In this resolution the Board of Directors proposes to the Shareholders' Meeting 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
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.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the candidate:
Mr. Robin Phillips has no shares in the Company.
"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."
The Board of Directors proposes to the Shareholders' Meeting to set at twelve the number of members of the Board of Directors.
"To set at twelve the number of members of the Board of Directors."
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.
"To approve, on a consultative basis, the 2019 annual report on the remuneration of the directors of International Consolidated Airlines Group, S.A."
It is proposed to the Shareholders' Meeting the amendment of:
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.
"To amend articles 2, 6, 10, 11 and the sole additional provision of the Corporate Bylaws so that they shall hereafter read as follows:
The Company's corporate purpose comprises the following activities:
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 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."
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
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.
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:
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.
11.2.1 a Separate Non-Qualifying Register, in which shall be entered particulars of any share which:
(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
and, in either case, has not ceased to be a Relevant Non-Qualifying Share.
and, in either case, has not ceased to be a Relevant UK Share.
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
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.
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
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.
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.
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.
it is established to their satisfaction that such shares are not Relevant Non-Qualifying Shares.
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."
"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.
"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.
"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 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.""
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.
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.
"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:
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 nondistributable 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.
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.
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."
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:
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.
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.
"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:
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."
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 preemptive 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.
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.
The Board of Directors has issued a report in order to justify this proposed resolution in accordance with the provisions of articles 285, 296.1, 297.1.b) and 506 of the Companies Law.
"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."
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 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.
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 preemptive 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.
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.
The Board of Directors has issued a report in order to justify this proposed resolution in accordance with the provisions of articles 286, 297 and 511 of the Companies Law.
"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 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; antidilution 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 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 securityholders' 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:
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:
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."
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.
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.
"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 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."
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.
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.
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.
"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 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.
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).
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
i) To desist from the capital increase.
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.
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.
"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."
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.
"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."
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July 30, 2020
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