The Annual Shareholders’ Meeting of International Consolidated Airlines Group, S.A. (“IAG” or the “Company”) held on 14 June 2018 approved, under item twelve on the agenda, a reduction of share capital by means of the cancellation of a maximum of 185,000,000 shares to be acquired through a share buyback programme and delegated to the Board of Directors of the Company, with express powers of delegation, the powers necessary to proceed, in a period of not more than one month following the expiration of the buyback programme, to execute the capital reduction.
As a consequence of the foregoing, in compliance with the provisions of article 319 of the Spanish Companies Law, notice is served that the Company reduces the share capital in the amount of 32,978,330 euros, by means of the cancellation of 65,956,660 shares. The share capital of the Company resulting from the reduction amounts to 996,016,317 euros, corresponding to 1,992,032,634 shares, each with par value of 0.50 euros.
The capital reduction does not entail a return of contributions to shareholders since the Company itself is the holder of the cancelled shares. The capital reduction is performed with a charge to unrestricted reserves by funding a retired capital reserve in an amount equal to the nominal value of the cancelled shares, which reserve may only be used by complying with the same requirements as those applicable to a reduction of share capital, as provided in article 335 c) of the Spanish Companies Law.
Consequently, in accordance with this article, the Company’s creditors will not hold the right of objection referred to in article 334 of the Spanish Companies Law in relation to the capital reduction.
In addition, notice is served that IAG shall seek the delisting of the cancelled shares from the relevant Stock Exchanges and the removal of the cancelled shares from the accounting registers of “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.” (Company Unipersonal) (IBERCLEAR).