International Consolidated Airlines S A : Proposed Resolutions 2024 AGM

RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS OF INTERNATIONAL CONSOLIDATED

AIRLINES GROUP, S.A.

TO THE 2024 ANNUAL SHAREHOLDERS' MEETING

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.

ANNUAL ACCOUNTS, CORPORATE MANAGEMENT AND AUDITOR

1.- APPROVAL OF THE 2023 FINANCIAL STATEMENTS AND MANAGEMENT REPORTS OF THE COMPANY AND OF ITS CONSOLIDATED GROUP.

EXPLANATION:

The directors present to the Shareholders' Meeting, for its approval, the 2023 individual annual financial statements and management report of the Company and the 2023 consolidated annual financial statements and management report of the Company and its subsidiaries, together with the reports of the auditor.

PROPOSED RESOLUTION:

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 31 December 2023, which were formulated by the Board of Directors at its meeting held on 28 February 2024."

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2.- APPROVAL OF THE NON-FINANCIAL INFORMATION STATEMENT FOR FINANCIAL YEAR 2023.

EXPLANATION:

The directors present to the Shareholders' Meeting the 2023 non-financial information statement, which forms part of the 2023 consolidated management report of the Company and its subsidiaries.

According to article 49.6 of the Spanish Commercial Code, the non-financial information statement is submitted as a separate item on the agenda for its approval by the Shareholders' Meeting.

The non-financial information statement has been independently verified by a third-party to limited assurance standards in line with ISAE3000 (Revised) standards.

Compliance with specific frameworks and standards is listed under relevant section headings and summarised in section C.8 of the statement. While IAG does not align with the Global Reporting Initiative (GRI) Core or GRI Comprehensive standards, it aligns with selected GRI standards and chooses to voluntarily align with other GRI standards on material issues.

The statement is structured under three pillars aligned with the World Economic Forum 'Measuring Stakeholder Capitalism' report in 2020.

1. Planet: This section includes performance highlights, Task Force on Climate-related Financial Disclosures (TCFD) summary, transition plan, metrics and progress, emissions reduction initiatives, scenario analysis, risks and opportunities, stakeholder engagement, waste, noise and air quality initiatives.
2. People and prosperity: This section includes key metrics and progress, health, safety and wellbeing, human rights and modern slavery, diversity, equity and inclusion, community engagement and charitable support.
3. Principles of governance: This section includes IAG's sustainability strategy, governance frameworks, workforce governance, supply chain governance, ethics and integrity, ESG risk management, reporting and data governance and alignment with GRI and SASB standards.

PROPOSED RESOLUTION:

RESOLUTION 2

"To approve the non-financial information statement for financial year 2023 included in the consolidated management report of International Consolidated Airlines Group, S.A. and its subsidiaries for the financial year ended 31 December 2023, which was formulated by the Board of Directors at its meeting held on 28 February 2024."

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3.- APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS DURING THE 2023 FINANCIAL YEAR.

EXPLANATION:

In this resolution, the Board of Directors requests the approval of its management during the financial year 2023 in accordance with article 164 of the Companies Act (Ley de Sociedades de Capital).

PROPOSED RESOLUTION:

RESOLUTION 3

"To approve the management of the Board of Directors during the financial year ended 31 December 2023."

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4.- RE-ELECTION OF KPMG AUDITORES, S.L. AS AUDITOR OF THE COMPANY AND OF ITS CONSOLIDATED GROUP FOR FINANCIAL YEAR 2024 AND DELEGATION OF POWERS.

EXPLANATION:

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 KPMG Auditores, S.L. as auditor for the financial statements of the Company and of its consolidated group for financial year 2024, 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.

PROPOSED RESOLUTION:

RESOLUTION 4

"To re-elect KPMG Auditores, S.L. as auditor of International Consolidated Airlines Group, S.A. and of its consolidated group to conduct the audit for financial year 2024 and 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."

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RESULTS ALLOCATION

5.- APPROVAL OF THE PROPOSAL FOR THE ALLOCATION OF 2023 RESULTS.

EXPLANATION:

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 2023, consisting of losses, for the sum of 22,749 thousand euros, to prior years' reserves.

PROPOSED RESOLUTION:

RESOLUTION 5

"To approve the proposed allocation of the 2023 results of International Consolidated Airlines Group, S.A., consisting of losses, for the sum of 22,749 thousand euros, to prior year reserves."

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DIRECTORS' RE-ELECTION, APPOINTMENT AND RESOLUTIONS ON DIRECTORS' REMUNERATION

6.- RE-ELECTION AND APPOINTMENT OF DIRECTORS FOR THE CORPORATE BYLAWS MANDATED ONE-YEAR TERM:

The Board of Directors submits to the Shareholders' Meeting the re-election of the following Company directors (namely, all the current members of the Board of Directors of the Company except Mr. Giles Agutter): Mr. Javier Ferrán, Mr. Luis Gallego, Ms. Peggy Bruzelius, Ms. Eva Castillo, Ms. Margaret Ewing, Mr. Maurice Lam, Ms. Heather Ann McSharry, Mr. Robin Phillips, Mr. Emilio Saracho, and Ms. Nicola Shaw, for the corporate bylaws mandated one-year term, upon proposal from the Nominations Committee.

The Nominations Committee considered the performance, commitment, ability and availability of each director whose re-election is submitted to continue to contribute to the Board of Directors with the knowledge, skills and experience required.

In addition, to cover the vacancy left by Mr. Giles Agutter who will not stand for re-election, the Board of Directors with the favourable report of the Nominations Committee, submits to the Shareholders' Meeting under item 6.k) of the agenda the appointment of Mr. Bruno Matheu as non-executive proprietary director as proposed by the significant shareholder Qatar Airways Group (Q.C.S.C.).

With regard to the composition of the Committees, Ms Margaret Ewing will step down as Chair of the Audit and Compliance Committee in September 2024, having reached the maximum term of four years for this office established by Article 529 quaterdecies of the Spanish Companies Act.

Further details are provided as part of the Board of Directors report on these resolutions.

The Board of Directors, with the support of the Nominations Committee, has issued the corresponding report regarding the above referred proposals for the re-election and appointment of directors as required by the Companies Act (Ley de Sociedades de Capital).

Each resolution for the re-election and appointment of each director's proposals will be voted on separately.

1. TO RE-ELECTMR. JAVIER FERRÁN AS NON-EXECUTIVE INDEPENDENT DIRECTOR.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders' Meeting the reelection of Mr. Javier Ferrán as non-executive independent director, upon proposal from the Nominations Committee.

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• Professional profile and biographical data of Mr. Javier Ferrán:
  Key areas of experience: Consumer, finance, sales/marketing, governance.
  Current external appointments: Chairman, Diageo Plc. Senior advisor to BlackRock Long Term Private Capital and director of investee company.
  Previous relevant experience: Non-executive director, Coca Cola European Partners Plc 2016-2020. Chairman of Supervisory Board, Picard Surgelés 2010-2020. Member, International Advisory Board ESADE 2005-2019.Non-executive director, Associated British Foods plc 2005-2018.Non-executive director, Desigual SA. 2014-2017. Non- executive director, SABMiller plc 2015-2016. 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, Chupa Chups SA 2000-2003. Partner, Lion Capital LLC 2005-2018. President EMEA, President and CEO, Bacardi Group 1992-2004.
• 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 20 June 2019 and was last re-elected on 15 June 2023.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the director:

Mr. Javier Ferrán owns 774,750 Company shares.

PROPOSED RESOLUTION:

RESOLUTION 6.a)

"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."

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1. TO RE-ELECTMR. LUIS GALLEGO AS EXECUTIVE DIRECTOR.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders' Meeting the reelection of Mr. Luis Gallego as executive director, upon proposal from the Nominations Committee.

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• Professional profile and biographical data of Mr. Luis Gallego Martín: Key areas of experience: Airline industry, general management.
  Current external appointments: Member of the Board of Governors and Member of the Chair Committee, IATA.
  Previous relevant experience: Chairman and CEO, Iberia 2013-2020. CEO Iberia Express 2012-2013. Chief Operating Officer, Vueling 2009-2012. Founder of Clickair 2006-2009.
• Date of first and of most recent appointment as a director of the Company:
  Mr. Luis Gallego Martín was appointed as executive director for the first time on 8 September 2020 and was last re-elected on 15 June 2023.
• Shares of the Company and derivative financial instruments whose underlying assets are shares of the Company held by the candidate:
  Mr. Luis Gallego Martín owns 1,366,361 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.

			Shares held
Plan	Date of award	Vesting date	within award
		23 June 2024
		Subject to a discretionary underpin prior to
RSP 2021	23 June 2021	vesting performed by the Remuneration	414,954
		Committee and a further 2-year holding
		period
		21 March 2025
		Subject to a discretionary underpin prior to
RSP 2022 21 March 2022	vesting performed by the Remuneration	581,907
		Committee and a further 2-year holding
		period
		21 March 2025
		Subject to a discretionary underpin prior to
RSP 2022 28 October 2022	vesting performed by the Remuneration	290,953
		Committee and a further 2-year holding
		period
		13 March 2026
		Subject to a discretionary underpin prior to
RSP 2023 13 March 2023	vesting performed by the Remuneration	835,751
		Committee and a further 2-year holding
		period

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IADP 2023 13 March 2023	13 March 2026	447,341
No performance condition
	13 March 2027
	Subject to a discretionary underpin prior to
RSP 2024 13 March 2024	vesting performed by the Remuneration	874,437
	Committee and a further 2-year holding
	period
IADP 2024 13 March 2024	13 March 2027	464,685
No performance condition

PROPOSED RESOLUTION:

RESOLUTION 6.b)

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

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1. TO RE-ELECTMS. PEGGY BRUZELIUS AS NON-EXECUTIVE INDEPENDENT DIRECTOR.

EXPLANATION:

In this resolution the Board of Directors proposes to the Shareholders' Meeting the reelection of Ms. Peggy Bruzelius as non-executive independent director, upon proposal from the Nominations Committee.

• Professional profile and biographical data of Ms. Peggy Bruzelius: Key areas of experience: Financial services, corporate finance.
  Current external appointments: Non-executive director, Orrön Energy AB. Chair, Lancelot Holding AB. Member, the Royal Academy of Engineering Sciences.
  Previous relevant experience: Non-executive director, Skandia Mutual Life Insurance 2012-2022.Non-executive, Lundin Energy AB 2012-2022. Chair, Swedish National Agency for Higher Education 2008-2011. Member Board of Trustees, Stockholm School of Economics 2000-2011. Various Corporate Boards, Trygg Hansa Liv AB, Celsius AB, AB Ratos, Scania AB, The Body Shop Plc, Axel Johnson AB, Axfood AB Husqvarna AB 1992-2019. Senior Independent Director, AB Electrolux 1996-2012.Non-executive director, Syngenta AG 2001-2014.Non-executive director, Diageo plc 2009-2018.Non-executive director, Akzo Nobel nv 2007-2019. Executive Vice President, Head of Asset Management Skandinaviska Enskilda Banken 1997-1998. CEO, ABB Financial Services AB 1991-1997.
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