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IAG Convertible Bond - Settlement
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THIS ANNOUNCEMENT IS NOT FOR RELEASE IN OR  INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER  JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

In compliance with article 228 of Royal Legislative  Decree 4/2015, of October 23, approving the recast text of the Spanish  Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre,  por el que se aprueba el texto refundido de la Ley del Mercado de Valores)  and its developing regulation, International Consolidated Airlines Group, S.A.  (“IAG” or the “Issuer”) hereby reports and releases the following

  RELEVANT EVENT
  SETTLEMENT OF CONVERTIBLE BONDS

Further to the  disclosures of relevant information published on 12 November 2015 under numbers  230865 and 230887 in relation to the issue by IAG of two tranches of senior unsecured bonds  convertible into ordinary shares of IAG (the “Issue”), the first one for a principal amount of EUR 500 million and  due 2020 (the “2020 Bonds”) and the  second one for a principal amount of EUR 500 million and due 2022 (the “2022 Bonds” and, together with the 2020  Bonds, the “Bonds”), without any  pre-emptive subscription rights for existing shareholders of IAG, it is hereby announced that the public deeds of issue of the 2020 Bonds and the 2022 Bonds  have been registered in the Mercantile Registry of Madrid and that today, being  the closing date of the Issue, the Bonds have been issued, fully subscribed and  settled.

An application will be made by IAG for the Bonds to  be admitted to trading on the Open Market (Freiverkehr)  of the Frankfurt Stock Exchange.

Enrique Dupuy de Lôme
  Chief Financial Officer
  November 17,  2015

IMPORTANT  NOTICE
  This announcement is directed exclusively at  market professionals and institutional investors, is for information purposes  only and is not to be relied upon in substitution for the exercise of independent  judgement. It is not intended as investment advice and under no circumstances  is it to be used or considered as an offer to sell, or a solicitation of an  offer to buy, any security nor is it a recommendation to buy or sell any  security. Any decision to purchase any of the securities should only be made on  the basis of an independent review by you of the Issuer’s publicly available  information and based upon the final terms and conditions in respect of the  Bonds. None of the Joint Bookrunners, the Co-Bookrunners, the Co-Lead Managers (each  as named in the disclosures of relevant information published  on 12 November 2015 under numbers 230865 and 230887 and together, the “Managers”)  nor any of their respective affiliates accepts any liability arising from the  use of, or makes any representation as to the accuracy or completeness of, this  announcement, the final terms and conditions or the Issuer’s publicly available  information.

 

This announcement is not for publication or  distribution, directly or indirectly, in or into the United States. The  distribution of this announcement may be restricted by law in certain  jurisdictions and persons into whose possession any document or other information  referred to herein comes should inform themselves about and observe any such  restriction. Any failure to comply with these restrictions may constitute a  violation of the securities laws of any such jurisdiction.

  This announcement and any offer when made are only  addressed to and directed, in member states of the European Economic Area, at  persons who are “qualified investors” within the meaning of Article 2(1)(e) of  Directive 2003/71/EC, as amended (the “Prospectus Directive”) (“qualified  investors”). Each person who initially acquires any securities or to whom  any offer of securities may be made will be deemed to have represented,  acknowledged and agreed that it is a “qualified investor” within the meaning of  Article 2(1)(e) of the Prospectus Directive.

  In addition, in the United Kingdom, this document  is being distributed only to, and is directed only at, sophisticated investors  (i) who have professional experience in matters relating to investments falling  within Article 19(5) of the Financial Services and Markets Act 2000 (Financial  Promotion) Order 2005, as amended (the “Order”) and qualified investors  falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may  otherwise lawfully be communicated (all such persons together being referred to  as “relevant persons”). This announcement must not be acted on or relied  on (i) in the United Kingdom, by persons who are not relevant persons, and (ii)  in any Member State of the European Economic Area other than the United  Kingdom, by persons who are not qualified investors. Any investment or  investment activity to which this communication relates is available only to  qualified investors in the EEA (other than the United Kingdom) and relevant  persons in the United Kingdom and will be engaged in only with relevant  persons.

  No prospectus is required to be published pursuant  to the Prospectus Directive in connection with the offering of the Bonds.

  This announcement or electronic transmission  hereof does not constitute or form part of an offer to sell securities or the  solicitation of any offer to subscribe for or otherwise buy any securities to  any person in the United States, Australia, Canada or Japan or in any  jurisdiction to whom or in which such offer or solicitation is unlawful.

  Each of the Managers is acting on behalf of the  Issuer and no one else in connection with the offering of the Bonds and will  not be responsible to any other person for providing the protections afforded  to clients of such Managers or for providing advice in relation to the Bonds or  any transaction, matter or arrangement referred to in this announcement.

  The information contained in this announcement is  subject to change without notice. Each of the Issuer and the Managers expressly  disclaims any obligation or undertaking to update, review or revise any  statement contained in this announcement whether as a result of new  information, future developments or otherwise.

  In connection with the offering of the Bonds, the Managers  and any of their affiliates, acting as investors for their own accounts or for  the accounts of others, may subscribe for or purchase bonds and in that  capacity may retain, purchase, sell, offer to sell or otherwise deal for their  own accounts or for the accounts of others in such bonds and any other  securities of the Issuer or related investments in connection with the Bonds,  the Issuer or otherwise. Accordingly, references to the Bonds being issued,  offered, subscribed, acquired, placed or otherwise dealt in should be read as  including any issue or offer to, or subscription, acquisition, placing or  dealing by, the Managers and any of their respective affiliates acting as  investors for their own accounts. The Managers do not intend to disclose the  extent of any such investment or transactions otherwise than in accordance with  any legal or regulatory obligations to do so.