RNS Number : 8097X
International Cons Airlines Group
06 May 2021
Shareholder Meeting Agenda - Call Notice
Madrid, May 6, 2021
The Board of Directors of INTERNATIONAL CONSOLIDATED AIRLINES
GROUP, S.A . (the "Company") has resolved to call the Annual
Shareholders' Meeting to be held on June 16, 2021 at 12 noon
(CEST), on first call, and on the following day, June 17, 2021 at
12 noon (CEST) , on second call . In light of the fact that the
quorum required by law and the corporate bylaws may not be met on
first call, it is informed that the Shareholders' Meeting will be
held on second call.
As a result of the public health crisis arising from COVID-19,
in order to protect the health and safety of shareholders,
employees and all other persons involved, and considering the
provisions of Royal Decree-Law 34/2020 of 17 November on urgent
measures to support business solvency and the energy sector, and on
taxation as amended by Royal Decree-Law 5/2021 of 12 March on
extraordinary measures to support business solvency in response to
the COVID-19 pandemic, the Shareholders' Meeting shall be held
exclusively by remote means, i.e. without shareholders or their
representatives attending physically in person, with only remote
participation being possible, by granting a proxy or casting a vote
prior to the holding of the Shareholders' Meeting, or by attending
the meeting by remote means. The Shareholders' Meeting shall be
deemed to be held at the registered office of the Company.
The Shareholders' Meeting is called in accordance with the
Annual accounts and corporate management
1.- Approval of the 2020 financial statements and management
reports of the Company and of its consolidated group.
2.- Approval of the non-financial information statement for financial year 2020 .
3.- Approval of the management of the Board of Directors during the 2020 financial year.
4.- Approval of the proposal for the allocation of 2020 results.
Directors' re-election, ratification of the appointment by
co-option, appointment and resolutions on directors'
5.- Re-election, ratification of the appointment by co-option
and appointment of directors for the Corporate Bylaws mandated
a) To re-elect Mr. Javier Ferrán as non-executive independent director.
b) To re-elect Mr. Luis Gallego Martín as executive director.
c) To re-elect Mr. Giles Agutter as non-executive proprietary director.
d) To re-elect Ms. Margaret Ewing as non-executive independent director.
e) To re-elect Mr. Robin Phillips as non-executive proprietary director.
f) To re-elect Mr. Emilio Saracho Rodríguez de Torres as
non-executive independent director.
g) To re-elect Ms. Nicola Shaw as non-executive independent director.
h) To re-elect Mr. Alberto Terol Esteban as non-executive independent director.
i) To ratify the appointment by co-option of, and to re-elect,
Ms. Peggy Bruzelius as non-executive independent director.
j) To ratify the appointment by co-option of, and to re-elect,
Ms. Eva Castillo Sanz as non-executive independent director.
k) To ratify the appointment by co-option of, and to re-elect,
Ms. Heather Ann McSharry as non-executive independent director.
l) To appoint Mr. Maurice Lam as non-executive independent director.
6.- Consultative vote on the 2020 annual report on directors' remuneration.
7.- Approval of the directors' remuneration policy.
Approval of the IAG Executive Share Plan and allotment of a
maximum number of shares of the Company for share awards
8.- Approval of a new share-based incentive plan of the Company.
9.- Approval of the allotment of a maximum number of shares of
the Company for share awards (including the awards to executive
directors) under the Executive Share Plan in relation to 2021,
2022, 2023 and 2024 financial years.
Amendment of the bylaws and the shareholders' meeting
10.- Amendment of article 13.2 of the corporate bylaws to
reduce, from 50 percent to 20 percent, the limit of share capital
or convertible securities that could be increased or issued, when
pre-emptive rights are excluded by the Board of Directors under the
authorisation of the Shareholders' Meeting.
11.- Amendment of articles 21 and 24.2 of the corporate bylaws
to enable the General Shareholders' Meeting to be held exclusively
by remote means .
12.- Amendment of article 44 of the corporate bylaws related to the Board Committees.
13.- Amendment of article 16 of the Regulations of the General
Shareholders' Meeting to develop the rules applicable to the remote
attendance by shareholders.
14.- Addition of a new Chapter V to the Regulations of the
General Shareholders' Meeting including a new article 37 to develop
the rules applicable to the remote attendance by shareholders or
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
15.- Authorisation for the derivative acquisition of the
Company's own shares by the Company itself and/or by its
16.- Authorisation to the Board of Directors, with the express
power of substitution, to increase the share capital pursuant to
the provisions of Article 297.1.b) of the Companies Act.
17.- 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
18.- 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 16 and 17.
Call of Extraordinary General Meetings and delegation of
19.- Approval, for a term ending at next year's Annual
Shareholders' Meeting, of the reduction to fifteen days of the
notice period for calling Extraordinary General Meetings, in
accordance with the provisions of article 515 of the Companies
20.- 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 n 2 (La Muñoza), Camino
de La Muñoza, s/n, 28042 Madrid), at the Shareholder Office (IAG)
(calle Martínez Villergas, 49, 28027 Madrid) and on the corporate
website of the Company ( www.iairgroup.com ) .
* * *
Álvaro López-Jorrín Hernández
Secretary of the Board of Directors
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(END) Dow Jones Newswires
May 06, 2021 10:26 ET (14:26 GMT)