International Consolidated Airlines Group. S.A.

AGM Information • Sep 8, 2020

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A.

2020 ANNUAL SHAREHOLDERS' MEETING

At the Annual Shareholders´ Meeting held on September 8, 2020, the following resolutions were duly passed:

1.- APPROVAL OF THE 2019 FINANCIAL STATEMENTS AND MANAGEMENT REPORTS OF THE COMPANY AND OF ITS CONSOLIDATED GROUP.

RESOLUTION 1

"To approve the individual annual financial statements and management report of International Consolidated Airlines Group, S.A. and the consolidated annual financial statements and management report of International Consolidated Airlines Group, S.A. and its subsidiaries for the financial year ended December 31, 2019, which were formulated by the Board of Directors at its meeting held on February 27, 2020."

2.- APPROVAL OF THE NON-FINANCIAL INFORMATION STATEMENT FOR FINANCIAL YEAR 2019.

RESOLUTION 2

"To approve the non-financial information statement for financial year 2019 included in the consolidated management report of International Consolidated Airlines Group, S.A. and its subsidiaries for the financial year ended December 31, 2019, which was formulated by the Board of Directors at its meeting held on February 27, 2020."

3.- APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS DURING THE 2019 FINANCIAL YEAR.

RESOLUTION 3

"To approve the management of the Board of Directors during the financial year ended December 31, 2019."

4.- RE-ELECTION OF ERNST & YOUNG, S.L. AS AUDITOR FOR THE 2020 FINANCIAL STATEMENTS OF THE COMPANY AND OF ITS CONSOLIDATED GROUP AND

DELEGATION OF POWERS.

RESOLUTION 4

"To re-elect Ernst & Young, S.L. as auditor of International Consolidated Airlines Group, S.A. and of its consolidated group to conduct the audit for financial year 2020 and to delegate to the Board of Directors, with the express power of substitution, to enter into the corresponding services agreement with Ernst & Young, S.L. as auditor, on the terms and conditions and for the remuneration it deems appropriate, and to make such amendments as may be required in accordance with applicable law at any time."

5.- APPOINTMENT OF KPMG AUDITORES, S.L. AS AUDITOR OF THE COMPANY AND OF ITS CONSOLIDATED GROUP FOR FINANCIAL YEARS 2021, 2022 AND 2023 AND DELEGATION OF POWERS.

RESOLUTION 5

"To appoint KPMG Auditores, S.L. as auditor of International Consolidated Airlines Group, S.A. and of its consolidated group to conduct the audit for financial years 2021, 2022 and 2023 as well as to delegate to the Board of Directors, with the express power of substitution, to enter into the corresponding services agreement with KPMG Auditores, S.L. as auditor, on the terms and conditions and for the remuneration it deems appropriate, and to make such amendments as may be required in accordance with applicable law at any time."

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

RESOLUTION 6

"To approve the proposed allocation of the 2019 results of International Consolidated Airlines Group, S.A., consisting of a profit of 763,583 thousand euros, in the following terms:

• (i) the amount of 287,728 thousand euros to the payment of a dividend that was paid in full prior to this Shareholders' Meeting as an interim dividend by virtue of the resolution adopted by the Board of Directors at its meeting on October 30, 2019, which it is resolved to ratify to the extent necessary; and
• (ii) the amount of 475,855 thousand euros (the remainder of the profit for the year following the above distribution) to voluntary reserves."
• 7.- RE-ELECTION AND APPOINTMENT OF DIRECTORS FOR THE CORPORATE BYLAWS MANDATED ONE-YEAR TERM AND ESTABLISHMENT OF THE NUMBER OF DIRECTORS.
• a) TO RE-ELECT MR. ANTONIO VÁZQUEZ AS NON-EXECUTIVE INDEPENDENT DIRECTOR.

RESOLUTION 7.a)

"To re-elect Mr. Antonio Vázquez Romero as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of non-executive independent director."

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

RESOLUTION 7.b)

"To re-elect Ms. Margaret Ewing as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of nonexecutive independent director."

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

RESOLUTION 7.c)

"To re-elect Mr. Francisco Javier Ferrán Larraz as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of non-executive independent director."

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

RESOLUTION 7.d)

"To re-elect Mr. Stephen Gunning as a director for the bylaw mandated one-year term, upon proposal from the Nominations Committee, with the status of executive director."

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

RESOLUTION 7.e)

"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."

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

RESOLUTION 7.f)

"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."

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

RESOLUTION 7.g)

"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."

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

RESOLUTION 7.h)

"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."

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

RESOLUTION 7.i)

"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."

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

RESOLUTION 7.j)

"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".

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

RESOLUTION 7.k)

"To appoint Mr. Giles Agutter as a director for the bylaw mandated one-year term, upon favorable report from the Nominations Committee, with the status of non-executive proprietary director."

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

RESOLUTION 7.l)

"To appoint Mr. Robin Charles Phillips as a director for the bylaw mandated one-year term, upon favorable report from the Nominations Committee, with the status of non-executive proprietary director."

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

RESOLUTION 7.m)

"To set at twelve the number of members of the Board of Directors."

8.- CONSULTATIVE VOTE ON THE 2019 ANNUAL REPORT ON DIRECTORS' REMUNERATION.

RESOLUTION 8

"To approve, on a consultative basis, the 2019 annual report on the remuneration of the directors of International Consolidated Airlines Group, S.A."

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

RESOLUTION 9

"To amend articles 2, 6, 10, 11 and the sole additional provision of the Corporate Bylaws so that they shall hereafter read as follows:

"Article 2. Corporate purpose

The Company's corporate purpose comprises the following activities:

• 1. The management and administration of the securities representing the equity of resident and non-resident entities in the territory of Spain by the relevant organisation of material and human resources.
• 2. The operation of services for the transportation by air of passengers, cargo of any kind whatsoever and mail.
• 3. The operation of aircraft, passenger, cargo and mail technical, operational and commercial handling services.
• 4. The operation of technological assistance and consultancy services relating to aeronautics, airports and air transportation.
• 5. The operation and development of computerised booking systems and other services relating to air transportation.
• 6. The operation of aircraft airframe, engine, instrument and ancillary equipment maintenance services.
• 7. The operation of commercial aviation training and instruction services.
• 8. The operation of any frequent flyer and other customer loyalty or membership programme, including the establishment of any affiliate arrangements with third party service or product providers in connection with any such frequent flyer and other customer loyalty or membership programme.
• 9. The operation of any travel or communications business or services, or any other business or services involving, connected with, or ancillary thereto, including but not limited to hotels, vehicle hire services, parking services and retail services.

All activities comprising the corporate purpose described above may be pursued within Europe and elsewhere in the world, and may be pursued directly, in whole or in part, by the Company or indirectly through the holding of shares or interests in companies or other legal entities, whether incorporated in Spain or in any other jurisdiction, with an identical or similar purpose. In particular, the Company shall pursue its activities through the holding, directly or indirectly, of shares in the Operating Affiliates.

Under no circumstances may the Company pursue any activities typical of collective investment undertakings and institutions, banks or other financial institutions, or the mediation and other activities exclusively entrusted by the Securities Market Law to various operators in the market.

If any professional qualification, administrative authority or registration at public registries is required by applicable law for the pursuit of any of the activities comprising the corporate purpose set out in this Article, such activities must be performed by a duly qualified person and, as the case may be, such activities may not be commenced until the relevant administrative requirements are met."

"Article 6. Representation of the shares

• 1. The shares shall be represented by book entries and shall be regulated by the provisions of Securities Market Law and other applicable legal provisions.
• 2. The Company shall acknowledge the authorized party appearing on the entries of the corresponding register of book entries as a shareholder of the Company, with the rights attributed to such status in these Corporate Bylaws and in accordance with applicable legislation.
• 3. Since the corporate purpose of the Company includes the operation of services for the transportation by air of passengers, cargo of any kind whatsoever and mail, directly or indirectly through the holding of shares or interests in companies or other legal entities, Spanish or foreign, with an identical or similar purpose, including through the holding of shares in the Operating Affiliates, which each hold or will hold air operating licenses and rights granted pursuant to applicable law, the capital stock of the Company shall be represented by registered shares (acciones nominativas) in which the nationality of the shareholder shall be expressly stated as established in Article 86 of Law 14/2000.
• 4. No person will be registered as a holder of any share in the Company unless the relevant information relating to nationality of the holder and any person who is the beneficial owner of, or who has an interest in, such share has been received. The Board of Directors may determine from time to time the nature of such information which is required and the method by which such

information shall be notified to the Company.

5. If the Board of Directors refuses to register a transfer of a share it shall, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee. Any instrument of transfer which the Board of Directors refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it."

"Article 10. Disclosure obligations on share ownership

Since the corporate purpose of the Company includes the operation of services for the transportation by air of passengers, cargo of any kind whatsoever and mail, directly or indirectly through the holding of shares or interests in Operating Affiliates, the following disclosure regime applies:

• 10.1. The Company may by notice in writing (in this Article, a "Disclosure Notice") require any shareholder or any other person with a confirmed or apparent, interest in shares of the Company to disclose to the Company in writing such information as the Company shall require relating to the beneficial ownership of or any interest in the shares in question as lies within the knowledge of such shareholder or other person (supported if the Company so requires by a statutory or notarial declaration and/or by independent evidence) including (without prejudice to the generality of the foregoing) any information which the Company shall deem necessary or desirable in order to determine whether any shares are Relevant Non-Qualifying Shares or are capable of being Affected Shares or whether it is necessary to take steps in order to protect an Operating Right of the Company or any Operating Affiliate or otherwise in relation to the application or potential application of Article 11.
• 10.2. The Company may give a Disclosure Notice pursuant to Article 10.1 above at any time and the Company may give one or more than one such notice to the same shareholder or other person in respect of the same shares or interest in shares.
• 10.3. Where the shareholder on which a Disclosure Notice is served is a Depositary acting in its capacity as such, the obligations of the Depositary, as a shareholder pursuant to Article 10.1, shall be limited to disclosing to the Company in accordance with Article 10.1 such information relating to the ownership of, or any interests in, the shares in question as has been recorded by it pursuant to the terms entered into between the Depositary and the Company; provided that nothing in this Article 10.3 shall in any other way restrict the powers of the Company under this Article 10.
• 10.4. The provisions of Article 11.16 shall apply, mutatis mutandis, to the service of notices pursuant to this Article.
• 10.5. If any shareholder or any other person with a confirmed or apparent interest in shares of the Company held by such shareholder, has been duly served with a Disclosure Notice under this Article and is in default for the Prescribed Period in supplying to the Company the information thereby required or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board of Directors may agree at any time thereafter to issue a notice (a "Direction Notice") to such shareholder directing that in respect of the shares in relation to which the default has occurred (the "Default Shares") the relevant shareholder will not be entitled to exercise any voting rights at any Shareholders' Meeting (whether in person or by proxy) or any other political rights, including but not limited to the right to attend and speak at Shareholders' Meetings.
• 10.6. Where the Default Shares represent at least 0.25 percent of the Company's capital stock in nominal value, then the Direction Notice may additionally direct that subject to Article 10.7, no transfer of any Default Share held by such member shall be registered unless:
  • a) the shareholder is not himself in default as regards supplying the information required; and
  • b) the transfer is of part only of the shareholder's holding and when presented for registration is accompanied by a certificate by the shareholder in a form satisfactory to the Board of Directors to the effect that after due and careful enquiry, the member is satisfied that none of the shares the subject of the transfer is a Default Share.
• 10.7. Any Direction Notice shall have effect in accordance with its terms for so long as the default in respect of which the Direction Notice was issued continues but shall cease to have effect thereafter upon the Company so determining (such determination to be made within a period of one week of the default being duly remedied with written notice thereof being given forthwith to the shareholder). Any Direction Notice shall cease to have effect in relation to any Default Shares which are transferred by such shareholder by means of transfer effected in accordance with the terms of these Corporate Bylaws, provided that the transfer results from a sale made through a stock exchange on which the Company's shares or interests in shares are traded or the directors are satisfied that the transfer involves the sale of the whole of the beneficial ownership of the shares and interest in shares to a party unconnected either with the shareholder or with other

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

"Article 11. Limitations on share ownership

11.1. The purpose of this Article is to ensure that so long as and to the extent that the holding or enjoyment by the Company or any Operating Affiliate of any Operating Right is conditional on the Company being to any degree owned or controlled by Qualifying Persons pursuant to applicable law or by applicable bilateral air transport agreements, the Company is so owned and controlled.

In addition, the purpose of this Article is to assist in preserving the exercise of the traffic rights by certain Operating Affiliates derived from the bilateral air treaties relied on by the Group, as applicable.

• 11.2. The Company shall maintain, in addition to the registered shares book (libro registro de acciones nominativas):
  • 11.2.1 a Separate Non-Qualifying Register, in which shall be entered particulars of any share which:
    • (a) has been acknowledged by the holder, whether pursuant to the information provided in accordance with Article 6.4 or Article 11.4 or otherwise, to be a Relevant Non-Qualifying Share; or
    • (b) has been declared to be a Relevant Non-Qualifying Share pursuant to Article 11.5; or
    • (c) the Board of Directors otherwise determines to be included in the Separate Non-Qualifying Register in accordance with the provisions of these Articles,

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

• 11.2.2 a Separate UK Register, in which shall be entered particulars of any share which:
  • (a) has been acknowledged by the holder, whether pursuant to the information provided in accordance with Article 6.4 or otherwise, to be a Relevant UK Share;
  • (b) has been declared to be a Relevant UK Share pursuant to Article 11.5,

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

• 11.2.3 a Separate Spanish Register, in which shall be entered particulars of any share which:
  • (a) has been acknowledged by the holder, whether pursuant to the information provided in accordance with Article 6.4 or otherwise, to be a Relevant Spanish Share; or
  • (b) has been declared to be a Relevant Spanish Share pursuant to Article 11.5,
  • and, in either case, has not ceased to be a Relevant Spanish Share.

For the avoidance of doubt, each of the Separate Non-Qualifying Register, Separate UK Register, Separate Spanish Register and registered share book shall be kept and maintained in Spain.

• 11.3. The particulars entered on the Separate Non-Qualifying Register in respect of any share shall comprise, in addition to the identity of the holder or joint holders or the person for the benefit of whom the Depositary holds the shares, such information as has been requested by and supplied to the Company (including, where applicable, the name and nationality of any person having an interest in such share and the nature and extent of such interest) pursuant to Article 6.4 or Article 11.4 or otherwise or, if no such information has been supplied, such information as the Board of Directors considers appropriate. The Board of Directors may from time to time (if it so determines) cause to be entered in the Separate Non-Qualifying Register particulars of any share in respect of which (i) the holder or any joint holder has not made a declaration as to whether the share is a Relevant Non-Qualifying Share and (ii) all or some specified number of Depositary Shares in respect of which Depositary Receipts have been issued by a Depositary (and any number so specified may from time to time be varied by the Board of Directors) and the Depositary has not made a declaration as to whether such shares are Relevant Non-Qualifying Shares.
• 11.4. Each registered holder of a share which has not been acknowledged to be a Relevant Non-Qualifying Share, a Relevant UK Share or a Relevant Spanish Share who becomes aware that such share is or has become a Relevant Non-Qualifying Share, a Relevant UK Share or, as the case may be, a Relevant Spanish Share shall forthwith notify the Company accordingly, specifying whether such share is or has become a Relevant Non-Qualifying Share, a Relevant UK Share or a Relevant Spanish Share.

11.5. Whether or not a Disclosure Notice pursuant to Article 10 has been given, the Company may, and if at any time it appears to the Board of Directors that a share, particulars of which have not been entered in the Separate Non-Qualifying Register, is likely to be a Relevant Non-Qualifying Share shall, give notice in writing to the registered holder thereof or to any other person with a confirmed or apparent interest in that share requiring such person to show to their satisfaction that such a share is not a Relevant Non-Qualifying Share. Any person on whom such notice has been served and any other person with an interest in such share may within twenty-one days thereafter (or such longer period as the Company may consider reasonable) make representations to the Company including any relevant supporting evidence as to why such a share should not be treated as a Relevant Non-Qualifying Share but if, after considering such representations and such other information as seems to it to be relevant, the Company is not so satisfied, the Company shall declare such share to be a Relevant Non-Qualifying Share and such share shall be treated as such.

The Board of Directors will be entitled to follow the same process described in this Article 11.5 to determine if a share is considered, or not, to be a Relevant Spanish Share or a Relevant UK Share.

11.6. The Company shall remove from the Separate Non-Qualifying Register particulars of any Relevant Non-Qualifying Share if there has been furnished to the Board of Directors a declaration (in such form as the Board of Directors may from time to time prescribe) by the holder of such Relevant Non-Qualifying Share, together with such other evidence as the Board of Directors may require, which satisfies the Board of Directors that such share is no longer a Relevant Non-Qualifying Share.

The Board of Directors shall be entitled to follow the same process described in this Article 11.6 in connection with the removal of a Relevant UK Share from the Separate UK Register or, as the case may be, the removal of a Relevant Spanish Share from the Separate Spanish Register.

• 11.7. The provisions of Article 11.8 below shall apply where the Board of Directors determines that it is necessary or desirable to take steps in order to protect any Operating Right of the Company or any Operating Affiliate by reason of the fact that:
  • a) an Intervening Act has taken place;
  • b) an Intervening Act is contemplated, threatened or intended;
• c) the aggregate number of Relevant Non-Qualifying Shares particulars of which are entered in the Separate Non-Qualifying Register is such that an Intervening Act may occur or be contemplated, threatened or intended; or
• d) the ownership or control of the Company is otherwise such that an Intervening Act may occur or be contemplated, threatened or intended.
• 11.8. Where a determination has been made under Article 11.7, the Board of Directors shall take such of the following steps, either immediately upon such determination having being made or at any time or times thereafter, as necessary or desirable to overcome, prevent or avoid an Intervening Act or the risk of an Intervening Act:
  • a) the Board of Directors may seek to identify, in accordance with Article 11.13 below, those shares or Relevant Non-Qualifying Shares the holding or interests in which gave rise or contributed to the determination, or would, if details thereof had been entered on the relevant Separate Non-Qualifying Register at the relevant time, have given rise to a determination, and to deal with such shares as Affected Shares; and/or
  • b) the Board of Directors may specify a Permitted Maximum of Relevant Non-Qualifying Shares or vary any Permitted Maximum 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.

11.9. The Board of Directors shall give an Affected Share Notice to the registered holder of any share which they determine to deal with as an Affected Share and/or to any other person with a confirmed or apparent interest in that share and shall state which (if not all) of the provisions of Articles 11.10 to 11.12 (all of which shall be set out in the relevant notice) are to be applied forthwith in respect of such Affected Share. The Board of Directors shall be entitled from time to time to serve further Affected Share Notices in respect of any Affected Share applying further provisions of Articles 11.10 to 11.12. The registered holder of a share in respect of which an Affected Share Notice has been served may make representations to the Board of Directors as to why such share should not be treated as an Affected Share and if, after considering such representations and such other information as seems to them relevant, the Board of Directors considers that the share should not be treated as an Affected Share, they shall forthwith withdraw the Affected Share Notice served in respect of such share and the provisions of Articles 11.10 to 11.12 shall no longer apply to it. For the avoidance of doubt, any share which the Board of Directors determines to deal with as an Affected Share shall continue to be an Affected Share unless and until the Board of Directors withdraws the Affected Share Notice relating thereto.

• 11.10. If the Board of Directors decides to serve an Affected Share Notice and to deal with certain shares as Affected Shares pursuant to the provisions of Article 11, the Board of Directors may agree on the suspension of the voting rights and the other political rights (including, but not limited to, the right to attend and speak at Shareholders' Meetings) corresponding to such Affected Shares in respect of which an Affected Share Notice has been served.
• 11.11. Additionally, if the Board of Directors decides to serve an Affected Share Notice and to deal with certain shares as Affected Shares pursuant to the provisions of Article 11, the persons on whom an Affected Share Notice has been served shall, within ten (10) Business Days of receiving such Affected Share Notice (or such longer period as may in such notice be prescribed by the Board of Directors), make an Affected Share Disposal so that no Relevant Non-Qualifying Person holds, directly or indirectly, or has an interest in that share and, upon such Affected Share Disposal being made to the satisfaction of the Board of Directors, such Affected Share shall cease to be a Relevant Non-Qualifying Share.
• 11.12. If, after ten (10) Business Days from the date of service on the registered holder of an Affected Share of an Affected Share Notice (or such longer period as the Board of Directors may have prescribed), the Board Directors are not satisfied that an Affected Share Disposal has been made of the Affected Share the subject thereof, the Board of Directors may cause the Company to acquire the Affected Share (for its subsequent redemption, if applicable), in accordance with applicable law, acquiring the Affected Share at the lower price between: (a) the book value of the Affected Share according to the latest published audited balance sheet of the Company and (b) the middle market quotation for an ordinary share of the Company as derived from the London Stock Exchange's Daily Official List for the Business Day on which the acquisition of such Affected Share by the Relevant Non-Qualifying Person took place.
• 11.13. In deciding which shares are to be dealt with as Affected Shares, the Board of Directors shall, where applicable, be entitled to have regard to the Relevant Non-Qualifying Shares which have directly or indirectly caused or contributed to the determination under Article 11.7 but subject thereto shall, so far as practicable, have regard to the chronological order in which particulars of Relevant Non-Qualifying Shares have been, or are to be, entered in the relevant Separate Non-Qualifying Register (and

accordingly treat as Affected Shares those Relevant Non-Qualifying Shares which have been acquired, or details of which have been entered in the relevant Separate Non-Qualifying Register, most recently) save in circumstances where the application of such criterion would be inequitable or would be likely to result for any reason in the exercise of the Board of Directors' powers under this Article 11 being illegal or unenforceable, in which event the Board of Directors shall apply such other criterion or criteria as they may, in their absolute discretion, consider appropriate.

• 11.14. The transfer of any share shall be subject to the approval of the Board of Directors if, in the opinion of the Board of Directors, such share would upon transfer become, or would be capable of being treated as, or would continue or be capable of continuing to be capable of being treated as, an Affected Share and the Board of Directors may refuse to register the transfer of any such share.
• 11.15. Subject to the provisions of this Article:
  • a) the Board of Directors shall be entitled to assume without enquiry that all shares are neither Relevant Non-Qualifying Shares (other than those shares particulars of which are entered in the Separate Non-Qualifying Register) nor shares which would be or be capable of being treated as Affected Shares if a determination under Article 11.7 were to be made; and
  • b) the Board of Directors shall be entitled to assume that all or some specified number of the shares (as they may determine) are Relevant Non-Qualifying Shares if they are (or any interest in them is) held by a Depositary unless and for so long as, in respect of any such shares, it is established to their satisfaction that such shares are not Relevant Non-Qualifying Shares.
• 11.16. The Board of Directors shall not be obliged to serve any notice required under this Article upon any person if they do not know either his identity or address. The absence of service in such circumstances as aforesaid and any accidental error in or failure to give any notice to any person upon whom notice is required to be served under this Article 11 shall not prevent the implementation of or invalidate any procedure under this Article 11.
• 11.17. Any powers, rights or duties conferred by this Article on the Board of Directors can be exercised by a duly authorized committee established by the Board of Directors.
• 11.18. Without prejudice to the applicable legal obligations of the Company that must be duly complied with, none of the Separate Non-Qualifying Register, the Separate UK Register or the Separate Spanish Register will be available for inspection by any person, but the Company shall provide persons who make enquiries which the Board of Directors determine to be bona fide with information as to the aggregate number of shares of which particulars are from time to time entered in the Separate Non-Qualifying Register.
• 11.19. If, at any time when a determination under Article 11.7 has been made and not withdrawn, any person enquires of the Board of Directors whether the aggregate number of Relevant Non-Qualifying Shares exceeds any Permitted Maximum applying for the time being, or whether any shares in the Company which such person proposes to purchase or in which such person proposes to acquire a share or an interest in a share would in the opinion of the Board of Directors upon such purchase or acquisition become or be capable of becoming or being treated as Affected Shares, whether by reason of any Permitted Maximum being exceeded or otherwise, the Board of Directors shall, on sufficient information being given to them to enable them to answer the enquiry, notify the enquirer whether in their opinion the shares would become or be capable of becoming Affected Shares if he were to acquire them or an interest in them. Notwithstanding the foregoing, any such notification shall not be binding on the Board of Directors or the Company and shall not prevent such shares being subsequently identified as Affected Shares, and the Board of Directors and the Company shall not (in the absence of fraud) be liable in any way if such shares subsequently become Affected Shares.
• 11.20. The provisions of Article 11.8 shall apply until such time as the Board of Directors have resolved that grounds for the making of a determination under Article 11.7 have ceased to exist and the Board of Directors shall thereupon withdraw such determination.

On withdrawal of the determination, the Board of Directors shall cease to act pursuant to such determination and shall remove any Permitted Maximum that they may have specified and shall inform every person on whom an Affected Share Notice has been served in respect of an Affected Share which has not yet been transferred or sold by the Company in accordance with Articles 11.11 and 11.12 that the provisions of Articles 11.10 to 11.12 no longer apply in respect of such share (which on such withdrawal shall cease to be an Affected Share). However, the withdrawal of such a determination shall not affect the validity of any action taken by the Company or the Board of Directors, as the case may be, under this Article whilst that determination remained in effect. The Board of

Directors shall publicise the withdrawal of any determination the existence of which has been publicised under the last paragraph of Article 11.8 in the same manner as they are required to publicise its existence under such provision."

"ADDITIONAL PROVISION

Sole Additional Provision. Definitions

"Affected Share" means any share which shall be treated as such pursuant Article 11.8.

"Affected Share Disposal" means a disposal or disposals of an Affected Share (including the disposal of an interest in such share) such that such share ceases to be an Affected Share.

"Affected Share Notice" means a notice in writing served in accordance with the provisions of Article 11.9.

"Board of Directors Regulation" means the regulations which lay down the principles that are to govern all action taken by the Board of Directors of the Company, the basic rules for the organisation and operation thereof, and the rules of behaviour to be observed by its members.

"Business Day" means a day upon which dealings in domestic securities may take place on and with the authority of the London Stock Exchange and the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.

"Company" means International Consolidated Airlines Group, S.A.

"Default Share" means any share in relation to which a default has occurred in accordance with Article 10.5.

"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.

RESOLUTION 10

"APPROVAL OF A REDUCTION IN SHARE CAPITAL BY MEANS OF REDUCING THE PAR VALUE OF THE SHARES BY €0.40 EACH, TO €0.10 PER SHARE, TO INCREASE NON-DISTRIBUTABLE RESERVES. DELEGATION OF POWERS FOR THE IMPLEMENTATION THEREOF

To reduce the share capital of INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (the "Company") in the following terms:

1. Amount and form of the capital reduction

The nominal amount of the capital reduction of the Company will be €796,813,053.60 and will take place by reducing the par value of each and every one of the shares currently outstanding of the Company, by €0.40 per share in order to create a non-

distributable voluntary reserve.

Accordingly, after such reduction, the share capital of the Company will be € 199,203,263.40, i.e., €0.10 per share.

This share capital reduction resolution shall affect, proportionally to the per share value, to all of the shares comprising the share capital of the Company, and, consequently, it shall not affect to the voting or economic rights of the shareholder.

The share capital reduction will take place without refund of contributions and to create a voluntary reserve that will not be distributable and will be created in the same amount as such reduction of capital (i.e., 796,813,053.60 euros) pursuant to article 335(c) of the Capital Companies Law. In addition, by virtue of such article the creditors do not have the right for opposition to this reduction of capital. Consequently, the reduction will be immediately effective by simple decision of the General Meeting (notwithstanding with the formalisation acts needed).

As a result of the reduction of the nominal value of the shares no excess of assets or liabilities will be generated that should be allocated to the legal reserve.

2. Amendment of article 5 of the bylaws

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

"Article 5: Share capital

The share capital of the Company amounts to €199,203,263.40 euros, divided into 1,992,032,634 ordinary shares of the same class and series and with a nominal value of € 0.10 each, fully subscribed and paid."

3. Delegation of powers:

It is resolved to empower the Board of Directors, the Chairman of the Board of Directors, the Senior Independent Director, the Chief Executive Officer, the Chief Financial Officer, the Secretary of the Board of Directors and the Deputy Secretary of the Board of Directors, as broadly as required by law, with express powers to be substituted or empowered by any of its members, the powers to carry out all actions or formalities that may be necessary or merely convenient in order to achieve the execution and success of the share capital reduction, and, in particular, without limitation, being empowered as follows:

• a) To develop, complement and implement this resolution.
• b) To carry out all actions necessary in order to comply with the requirements set

forth in the Capital Companies Law and other applicable rules, including the publication of any mandatory notices.

• c) To carry out all actions and take all the steps necessary to obtain the consents and approvals required for this resolution to become fully effective.
• d) To carry out on behalf of the Company any action, make any statement or take any step that may be required before the CNMV, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), the Governing Bodies of the Stock Markets, the Securities Clearing and Settlement Service and any other agency or entity or public or private Registry, either Spanish or foreign, in connection with the share capital reduction covered by this resolution and to draw up and process the relevant documents for the reduction of the par value of the shares to be duly registered, if appropriate, for the purposes of such entities.
• e) To formalize the amendment of the wording of article 5 of the bylaws to adapt them to the new share capital figure.
• f) To draft and publish such notices as may be necessary or appropriate in connection with this share capital reduction.
• g) To execute on behalf of the Company such public or private documents as may be necessary or appropriate and, at large, to carry out such actions as may be necessary for this resolution to become fully effective.
• h) To correct, clarify, interpret, specify or supplement the resolutions adopted by the Shareholders' Meeting, or those appearing in such deeds or documents as may be executed in implementation thereof and, in particular, such defects, omissions or errors, either substantive or formal, that may prevent the resolutions and the consequences thereof from registering with the Commercial Registry, the Official Registries of the CNMV, or any others.
• i) At large, to carry out such actions as may be necessary or appropriate in order for the capital reduction to become fully effective."

11.- AUTHORISATION FOR THE DERIVATIVE ACQUISITION OF THE COMPANY'S OWN SHARES BY THE COMPANY ITSELF AND/OR BY ITS SUBSIDIARIES.

RESOLUTION 11

"To authorise the derivative acquisition of shares of International Consolidated Airlines Group, S.A. within the scope of article 146 of the Companies Law (Ley de Sociedades de Capital), complying with the applicable legislation and subject to the following conditions:

• (i) The acquisitions may be made directly by International Consolidated Airlines Group, S.A. or indirectly through its subsidiaries, on the same terms resulting from this resolution.
• (ii) The acquisitions shall be made through purchase and sale, exchange or any other transaction permitted by the law.
• (iii) The maximum aggregate number of shares which are authorised to be purchased is the lower of the maximum amount permitted by the law and the number as represents ten per cent. of the share capital as at the date of passing this resolution.
• (iv) The minimum price which may be paid for a share is zero;
• (v) The maximum price which may be paid for a share is the highest of:
  • a) an amount equal to five per cent. above the average of the middle market quotations for the shares as taken from the relevant stock exchange for the five business days immediately preceding the day on which the transaction is performed; and
  • b) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the transaction is carried out at the relevant time;

in each case, exclusive of expenses.

(vi) The authorisation is granted for a term ending at next year's annual Shareholders' Meeting (or if earlier, fifteen months from the date of passing of this resolution).

For the purposes of Article 146 of the Companies Law, it is expressly stated that the shares acquired pursuant to this authorisation may be delivered directly to the employees or directors of the Company or its subsidiaries or as a result of the exercise of option rights held thereby."

12.- AUTHORISATION TO THE BOARD OF DIRECTORS, WITH THE EXPRESS POWER OF SUBSTITUTION, TO INCREASE THE SHARE CAPITAL PURSUANT TO THE PROVISIONS OF ARTICLE 297.1.B) OF THE COMPANIES LAW.

RESOLUTION 12

"To authorise the Board of Directors, to the fullest extent required under applicable law, with express power of substitution, and in accordance with Article 297.1.b) of the Companies Law (Ley de Sociedades de Capital), to increase the share capital of the Company on one or more occasions and when required, through the issuance and placement into circulation of new shares (with or without a premium) the consideration for which shall be cash contributions, under the following terms:

1.- Term of the authorisation.- The capital increases subject to this authorisation may be done within a term ending at next year's annual Shareholders' Meeting (or, if earlier, fifteen months from the date of passing of this resolution).

Maximum amount authorised.- The aggregate maximum amount of the issuance or issuances of ordinary shares shall be fifty per cent. of the share capital resulting after the capital reduction of Resolution 10 (if passed and executed) (such amount to be reduced by the amount that the share capital has been increased by and the maximum amount that the share capital may need to be increased on the conversion or exchange of any securities issued under Resolution 13).

2.- Scope of the authorisation.- The Board of Directors may establish, as to all matters not otherwise contemplated, the terms and conditions of the share capital increase and may also freely offer the new shares that are not subscribed for within the period or periods for the exercise of pre-emptive rights. The Board of Directors may also resolve that, in the event of incomplete subscription, the share capital shall be increased only by the amount of the subscriptions made and amend the article of the bylaws relating to share capital and number of shares.

3.- Admission to listing.- The Company shall, when appropriate, apply for listing on regulated markets, multilateral trading systems or other secondary markets, organised or otherwise, official or unofficial, Spanish or foreign, of the shares issued under this authorisation and the Board of Directors shall be authorised to carry out all acts and formalities that may be required for admission to listing with the appropriate authorities of the various Spanish or foreign securities markets.

4.- Power of delegation.- The Board of Directors is expressly authorised to delegate the powers sub-delegated thereto under this resolution, as permitted by Article 249.bis l) of the Companies Law."

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.

RESOLUTION 13

"To authorise the Board of Directors, with the express power of substitution, pursuant to the general provisions governing the issuance of debentures and the provisions of 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:

• a) The securities issued pursuant to this resolution shall be convertible into shares of the Company and/or exchangeable into shares of the Company, in accordance with a fixed or variable conversion and/or exchange ratio determined or to be determined, with the Board of Directors being authorised to decide whether they are convertible and/or exchangeable, as well as to determine whether they are mandatorily or voluntarily convertible and/or exchangeable, and if voluntarily, at the option of the holder thereof and/or of the Company, at the intervals and during the period established in the resolution providing for the issuance.
• b) In the event that the issuance is convertible and exchangeable, the Board may also provide that the issuer reserves the right at any time to elect between conversion into new shares or the exchange thereof for outstanding shares of the Company, with the nature of the shares to be delivered being determined at the time of conversion or exchange, and may also elect to deliver a combination of newlyissued shares and existing shares of the Company and even to settle the difference in cash.
• c) For purposes of the conversion and/or exchange, the securities shall be valued at the nominal amount thereof (including, should it be the case, accrued and not paid interests), and the shares at the fixed exchange ratio established in the resolution of the Board of Directors whereby this authorisation is exercised, or at a variable ratio to be determined on the date or dates specified in such resolution of the Board, based on the listing price of the Company's shares on the date(s) or during the period(s) used as a reference in such resolution, at a premium or at a discount, provided, however, that if a discount is established on the price per share, it shall not be greater than twenty five per cent. of the value of the shares used as a reference value as set forth above.
• d) In no event may the value of the share for purposes of the ratio for conversion of debentures into shares be less than the par value thereof. In addition, pursuant to the provisions of Article 415 of the Companies Law, debentures may not be converted into shares when the nominal value of the former is less than the par value of the latter.

6.- Basis and terms and conditions for the exercise of warrants.- In the case of issuances of warrants, to which the provisions of the Companies Law on convertible debentures shall apply by analogy, the Board of Directors is authorised to determine, in the broadest terms, in connection with the basis for and terms and conditions applicable to the exercise of such warrants, the criteria applicable to the exercise of rights to subscribe for or of rights to acquire shares of the Company arising from the securities of this kind issued under the delegation granted hereby. The criteria set forth in section 5 above shall apply to such issuances, with such adjustments as may be necessary in order to bring them into compliance with the legal and financial rules governing these kinds of securities.

7.- Other powers delegated.- This authorisation to the Board of Directors also includes, without limitation, the delegation thereto of the following powers:

a) The power to increase the share capital to the extent required to attend requests for conversion and/or for exercise of the right to subscribe for new shares. These powers may only be exercised so long as the capital increase the Board of Directors approves for the issue of convertible securities or warrants does not exceed the unused limit authorised in each moment by the Shareholders' Meeting in accordance with Article 297.1.b) of the Companies Law. This authorisation to increase the share capital includes the authorisation to issue and float, on one or more occasions, the shares representing such capital that are necessary to carry out the conversion and/or to exercise the right to subscribe for new shares, as well as the power to amend the article of the bylaws relating to the amount of the share capital and the number of shares and, if appropriate, to cancel the portion of such capital increase that was not required for the conversion of shares and/or the exercise of the right to subscribe for new shares.

• b) The power to elaborate on and specify the basis for and terms and conditions applicable to the conversion, exchange and/or exercise of the rights to subscribe for and/or acquire shares arising from the securities to be issued, taking into account the criteria set out in sections 5 and 6 above.
• c) The delegation to the Board of Directors includes the broadest powers that may be required by law in order to interpret, apply, implement and develop the resolutions providing for the issuance of securities that are convertible into or exchangeable for shares of the Company, on one or more occasions, and to carry out the corresponding capital increase, as well as the power to correct and supplement such resolutions as to all matters that may be necessary and to comply with all legal requirements for the successful implementation thereof. To such end, the Board of Directors may correct any omissions or defects in the aforementioned resolutions that may be identified by any Spanish or foreign authorities, officers or bodies, and may also adopt all such resolutions and execute all such public or private documents as it may deem necessary or appropriate in order to adjust the preceding resolutions for the issuance of convertible or exchangeable securities and the corresponding capital increase to the oral or written assessment of the 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.

RESOLUTION 14

"To authorise the Board of Directors, with the express power of substitution, to totally or partially exclude the pre-emptive right, as permitted by Article 506 and Article 511 of the Companies Law (Ley de Sociedades de Capital) in connection with issuances of shares or convertible or exchangeable securities that the Board of Directors may approve under the authority given under Resolutions 12 and 13 above provided that the such capital increases and issuances of convertible or exchangeable securities are subject to an aggregate maximum nominal amount of the shares so allotted and that may be allotted on conversion or exchange of such securities of five per cent. of the 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.

RESOLUTION 15

"To increase the share capital of INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (the "Company") in order to increase the Company's equity by an effective amount (nominal plus premium) of approximately 2,750,000,000 euros by issuing and placing into circulation a maximum of 27,500,000,000 ordinary shares with a nominal value of 0.10 euros each, (this being the par value of the Company's ordinary shares once the capital reduction, approved by this General Meeting of Shareholders under item 10 on the agenda, if applicable, is carried out), of the same class and series as those currently outstanding, with monetary contributions, with pre-emptive subscriptions right and providing for an incomplete subscription, on the terms and conditions set out below.

1.- Amount and type of capital increase

The effective amount (nominal plus premium) of the issuance will be, approximately, 2,750,000,000 euros and will be carried out through the issue and placing into circulation of a maximum of 27,500,000,000 new ordinary shares with a nominal value of 0.10 euros each, of the same class and series as those ordinary shares outstanding on that moment.

It will fall to the Board of Directors to determine, based on the market conditions at the time of implementation of this resolution and on the issue price of the new shares, (i) the nominal amount of the capital increase and the number of ordinary shares to be issued, which will, at the most, be 2,750,000,000 euros and of 27,500,000,000 shares, respectively and (ii) the issue price of the new shares and, specifically, the amount of the share premium for each new share issued; all the foregoing so that the effective amount (nominal plus premium) of the issue is of approximately 2,750,000,000 euros (although it might be lower or higher than this figure if, for example, for purely technical reasons, it were advisable in order to facilitate the subscription ratio for exercising the pre-emptive subscription rights).

2.- Issue price

The new shares will be issued for their nominal value of 0.10 euros (this being the par value of the Company's ordinary shares once the capital reduction, approved by this General Meeting of Shareholders under item 10 on the agenda, if applicable, is carried out) plus the share premium determined by the Board of Directors.

3.- Payment of the new shares

The payment of the new shares, both the nominal value and the share premium, will be made in cash.

For the purposes of the provisions of article 299 of the Capital Companies Law, it is placed on record that the previously issued shares of the Company are fully paid up.

4.- Representation of the new shares

The new shares will be represented by book entries, which will be kept by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR) and its participating entities on the terms established in the currently applicable legislation.

5.- Rights of the new shares

The new shares will be ordinary, of the same class and series as those ordinary shares outstanding on that moment, with the same rights as from the date on which the capital increase is declared executed.

6.- Pre-emptive subscription right

In accordance with the provisions of articles 304 and 503 of the Capital Companies Law, the shareholders of the Company will be granted the right to pre-emptively subscribe for the new shares. The shareholders of the Company who are deemed to have the right in accordance with the applicable legislation will have the pre-emptive subscription right on the terms determined by the Board of Directors.

It will fall to the Board of Directors to establish the ratio or proportion between pre-emptive subscription rights and the new shares that are issued based on the circumstances at the time when the capital increase is launched, and to determine the terms and conditions, the procedure for and the time periods in which the shareholders may exercise their pre-emptive subscription rights over the new shares.

In accordance with the provisions of article 306.2 of the Capital Companies Law, pre-emptive subscription rights will be transferable under the same conditions as the shares from which they derive. Particularly, provisions of articles 6, 9, 10 and 11 of the Company's bylaws shall apply, mutatis mutandi, to the transfer of the pre-emptive subscription rights, with the corresponding adjustments or specialities that, from time to time, the Board of Directors may establish according to the nature of the pre-emptive subscription rights.

In this regard, if, according to the situation existing at any given time, the Board of Directors decides to establish a permitted maximum of Relevant Non-EU Shares (as that term is currently defined in the Company's bylaws, term which will be changed to "Non-Qualifying Shares" if the amendment of the Articles of Association proposed under item 9 on the agenda of this General Meeting of Shareholders is approved) in accordance with article 11.8(b) of those bylaws, it is hereby stated that the restrictions established in that article 11 for the acquisition of shares in IAG by Relevant Non-EU Persons (as that term is currently defined in the Company's bylaws, term which will be changed to "Non-Qualifying Shares" if the amendment of the Articles of Association proposed under item 9 on the agenda of this General Meeting of Shareholders is approved) after the publication of the relevant announcement, and the consequences of the breach thereof envisaged in that article 11, shall also apply to the acquisition of pre-emptive subscription rights, all with the ultimate aim of ensuring the Company's compliance with the mandatory provisions on ownership and control, on which the maintenance and enjoyment by the airlines of the IAG Group of their authorizations and permits to operate depend. The foregoing will not affect the exercise of the pre-emptive subscription rights validly allotted or acquired (or relating to shares validly acquired) without the breach of those restrictions (where established). However, the pre-emptive subscription rights acquired (or relating to shares acquired) in breach of those restrictions may not be exercised, without prejudice to the other consequences envisaged in article 11 of the bylaws in case of breach.

Moreover, the Board of Directors is empowered to apply and implement any and all additional measures and restrictions that it deems appropriate in relation to the exercise of the pre-emptive subscription rights and the procedures for subscription and allotment of new shares in order to ensure that the Company fulfils, after the execution of the capital increase, the mandatory provisions on ownership and control.

The period for the pre-emptive subscription of the new shares will be determined by the Board of Directors and may not be less than fifteen days after the publication of the mandatory notice in the Commercial Registry Official Gazette (BORME).

The Board of Directors may establish additional periods or rounds so that any new shares that may not have been subscribed and paid up during the pre-emptive subscription period can be allotted to the shareholders and/or other interested investors (being able to, in particular, limit the allotment of shares to shareholders or investors that are Relevant Non-EU Persons in any of the additional periods or rounds as necessary to ensure the fulfilment by the Company of the aforementioned mandatory provisions on ownership and control), setting in any event the procedure, conditions and deadlines for these additional periods or rounds, and the Board of Directors may, at its discretion, award the unsubscribed shares to any third party, be they a shareholder or not, or, as the case may be, to the entity or entities placing or underwriting the issue.

7.- Incomplete subscription

In accordance with the provisions of article 311 of the Capital Companies Law, the possibility of an incomplete subscription of the capital increase is expressly provided for. Accordingly, if the increase is not subscribed in full, the share capital may be increased only by the amount of the subscriptions made, although the Board of Directors may establish a minimum amount or that the capital increase must be fully subscribed, if it considers it appropriate.

8.- Amendment of the bylaws

As a result of this increase in the share capital, article 5 of the bylaws will be amended to reflect the new resulting share capital figure.

9.- Admission to listing

It is resolved to apply for the admission to listing of the new shares that may be issued, subscribed and paid in pursuant to this capital increase resolution on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, via the Spanish Unified Computerized Trading System (Continuous Market), and on the London stock exchange.

It is hereby stated, for the appropriate legal purposes, that, in the event that the de-listing of the Company's shares is subsequently requested, it will be adopted with the formalities required by the applicable legislation and, in such case, the interest of the shareholders who object to or do not vote for the resolution will be guaranteed, complying with the requirements established in the Capital Companies Law, in the Securities Market Law and other related or implementing provisions.

10.- Delegation of powers

The Board of Directors is delegated, with express powers of sub delegation on the broadest terms, the power to determine the date on which this capital increase resolution is to take effect within the maximum period of one year from its adoption by the Shareholders' Meeting and to establish the terms and conditions thereof in all matters not provided for above, in accordance with the provisions of article 297.1.a) of the Capital Companies Law.

Specifically, the Board of Directors is delegated, with powers of sub delegation, the power to determine the final amount of the capital increase within the maximum amount established, as well as, as the case may be, its incomplete subscription, the subscription ratio, the issue price of the new shares, therefore setting the amount of the share premium, as the case may be, and establishing the procedure, conditions and time periods for the subscription and payment of the new shares.

However, the Board of Directors may refrain from executing the approved capital increase in light of market conditions, of the corporate interest or of some external fact or event that makes it inadvisable or prevents its execution, which will be disclosed through an inside information or other relevant information notice, as the case may be, and at the first Shareholders' Meeting that is held after the period for its execution has expired.

In particular, for illustration purposes and without limitation, the Board of Directors is delegated, with express powers of sub delegation on the broadest terms, the following powers with respect to the capital increase:

a) To set the date on which the resolution is to take effect, determining the start of the pre-emptive subscription period.

• b) To establish the other terms and conditions of the issue of the new shares and, in particular, the terms of the successive rounds for the subscription of the new shares which, as the case may be, are not subscribed in the exercise of the pre-emptive subscription rights.
• c) To determine the number of shares by which the Company's capital is finally increased, within the maximum amount approved, declaring, as the case may be, the increase as incompletely subscribed.
• d) To amend the wording of article 5 of the bylaws to adapt them to the new share capital figure and the number of shares resulting from the subscriptions actually made.
• e) To determine the time when the pre-emptive subscription rights will be assigned and the period for exercising such rights, which may not be less than fifteen days after the publication of the notice of the offer of subscription of the new issue in the Official Commercial Registry Gazette.
• f) To determine the systems for allotting the new shares and the terms and conditions under which the payment of the nominal value of the shares and the related premium will take place.
• g) To take as many steps as may be necessary or appropriate in any jurisdiction where the shares of the Company are offered or listed or the admission to listing thereof is applied for, in order to carry out the capital increase and the issue of the new shares and, in particular:
  • (i) To draft, formulate, sign, subscribe and assume responsibility for as many prospectuses, registration documents, notes on the shares, summaries, written statements, applications, communications or notifications as may be required by the applicable legislation in each competent jurisdiction and to resolve upon any subsequent amendments to the same that are deemed appropriate.
  • (ii) To appear and take as many steps as may be necessary before any competent authorities in any jurisdiction and to approve and formalise as many public or private documents as may be necessary or appropriate for the full effectiveness of the capital increase resolution in any of its aspects and contents.
• h) To negotiate, sign and execute public or private documents, including but not limited to one or more underwriting and/or placement agreements for the capital increase, agency agreements, protocols or preliminary agreements relating to such underwriting and/or placement agreements, as well as any other agreements or documents that may be appropriate for the

successful outcome of the capital increase and the issue of the new shares.

• i) To desist from the capital increase.
• j) To draft and publish any announcements as may be necessary or advisable.
• k) To declare the capital increase as closed, once the subscription period has ended and the payments of the shares finally subscribed have been made, executing as many public and private documents as may be appropriate for the total or partial execution of the capital increase.
• l) To execute as many public and private documents as may be required, appear before a notary to have the preceding resolutions notarised, and rectify, adjust, clarify and harmonise these resolutions in the sense that may result from the oral and/or written assessment of the Commercial Registrar until the capital increase is registered at the Commercial Registry, including to request the partial registration thereof.
• m) To apply for admission to listing of the new shares that have been finally subscribed and paid in, taking as many steps and executing as many public or private documents as may be necessary or appropriate for these purposes.
• n) And, in general, to take as many steps and execute as many documents as may be necessary or appropriate for the validity, effectiveness, implementation and execution of the capital increase and the issue of the new shares, including interpreting, applying, executing and implementing the approved resolutions, including the rectification and fulfilment thereof."

17.- DELEGATION OF POWERS TO FORMALISE AND EXECUTE ALL RESOLUTIONS ADOPTED BY THE SHAREHOLDERS' MEETING.

RESOLUTION 17

"Without prejudice to the powers delegated in the preceding resolutions, to confer authority on the Board of Directors, with the express power of substitution, to the Chairman of the Board of Directors, to the Senior Independent Director, to the Chief Executive Officer, to the Secretary of the Board of Directors and to the Deputy Secretary of the Board of Directors, to the fullest extent permitted by law, so that any of them may execute the foregoing resolutions, for which purpose they may: (i) establish, interpret, clarify, complete, develop, amend, remedy errors or omissions and adapt the aforementioned resolutions according to the verbal or written qualifications of the Mercantile Registry and any competent authorities, civil servants or institutions; (ii) draw up and publish the announcements required by law; (iii) place the aforementioned resolutions on public record and grant any public and/or private documents they deem necessary or advisable for their implementation; (iv) deposit the annual accounts and other mandatory documentation at the Mercantile Registry or in other applicable registries, and (v) engage in any acts that may be necessary or advisable to successfully implement them and, in particular, to have them filed at the Mercantile Registry or in other applicable registries."

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Madrid, September 8, 2020