Notice of AGM.

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A.

NOTICE OF OTHER RELEVANT INFORMATION

Madrid, 9 May 2025.

The Board of Directors of INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. (the "Company") has resolved to call the Annual Shareholders' Meeting to be held in Madrid, at Edificio Mutua Madrileña, Paseo de la Castellana, 33, with the possibility of remote attendance, on 19 June 2025, at 12 noon (CEST), on second call, in the event that the legally required quorum is not reached and therefore the meeting cannot be held on the first call, scheduled for 18 June 2025 at 12 noon (CEST).

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

AGENDA

Annual accounts, corporate management and auditor

1.-      Approval of the 2024 financial statements and management reports of the Company and of its consolidated group.

2.-       Approval of the consolidated non-financial information statement and sustainability information report for financial year 2024.

3.-       Approval of the management of the Board of Directors during the 2024 financial year.

4.-       Re-election of KPMG Auditores, S.L. as auditor of the Company and of its consolidated group for financial year 2025 and delegation of powers.

Results allocation

5.-       Approval of the proposal for the allocation of 2024 results.

6.-       2024 final dividend approval.

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

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

8.-       Consultative vote on the 2024 annual report on directors' remuneration.

9.-       Approval of the directors' remuneration policy.

Capital reduction

10.-     Approval of a reduction in share capital by means of the cancellation of up to 426,206,309 shares (8.57 per cent of the share capital). Delegation of powers for the implementation thereof. 

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

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

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.

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 the terms and conditions applicable to the conversion or exchange.

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:

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

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

Aircraft purchases

15.-     Approval of the proposed purchase of 21 Airbus A330-900neo family aircraft and 32 Boeing 787-10 family aircraft.

Delegation of powers

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

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

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

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Álvaro López-Jorrín Hernández
Secretary of the Board of Directors