News Release

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IAG Limit on Non-EU Shareholdings

On 11 February 2019, the  share register of International Consolidated Airlines Group, S.A. (“IAG” or the “Company”) shows that ownership of the Company’s issued shares by  Relevant Non-EU Persons has reached 47.5 per cent.

IAG’s Board has decided  that, due to the level of share ownership by Relevant Non-EU Persons, it is  necessary to specify a maximum aggregate number of Relevant Non-EU Shares under  Article 11.8(b) of the Company’s bylaws (“Permitted  Maximum”).

IAG confirms that the  Permitted Maximum of Relevant Non-EU Shares shall be fixed at 47.5 per cent. There can be no assurance as to when, or if, the  Permitted Maximum will be removed.

Under Article 11.8 of the  Company’s bylaws, after the publication of this announcement no acquisitions of  shares by Relevant Non-EU Persons may take place. The Board confirms that it  will not issue any certificate to Relevant Non-EU Persons that would make such  acquisitions effective under the Company’s bylaws.

Accordingly, any shares  acquired by a Relevant Non-EU Person after the publication of this announcement  will be treated by the Board as Affected Shares and the Board shall give an  Affected Share Notice to any such Relevant Non-EU Person purchaser.

Any Affected Share Notice  will specify that: (i) the voting rights and other political rights (including,  but not limited to, the right to attend and speak at shareholders’ meetings)  attaching to such shares shall be suspended; and (ii) the Relevant Non-EU  Person on whom the Affected Share Notice is served shall be required to dispose  of the relevant shares within ten (10) Business Days of receipt of such notice  so that no Relevant Non-EU Person holds, directly or indirectly, or has an  interest in such shares. In the event the Board is not satisfied that the  relevant shares have been sold in such a manner within the ten (10) Business  Day period, the Board may cause the Company to acquire such shares using the  valuation formula described in the appendix to this announcement.

IAG  confirms that Relevant UK Persons are not and will not be treated as  Relevant Non-EU Persons and, therefore, are not and will not be  subject to the restrictions on share acquisitions set out in this announcement,  unless IAG notifies shareholders  otherwise. IAG has no plans to issue such a notification.

In accordance with  Article 11.8 of the Company’s bylaws, a summary of the provisions in the  Company’s bylaws which apply to Affected Shares is provided in the appendix to  this announcement.

For all enquiries relating to the  Affected Shares, please contact investor.relations@iairgroup.com

 

Enrique Dupuy de Lôme
  Chief Financial Officer

11 February 2019

 

LEI: 959800TZHQRUSH1ESL13
  This  announcement contains inside information and is disclosed in accordance with  the company's obligations under the Market Abuse Regulation (EU) No 596/2014.
 

Unless otherwise defined, terms used in this  announcement shall have the meaning given to them in the Company’s bylaws. The  definitions of EU National, Member State, Relevant Non-EU Person, Relevant  Non-EU Share, Relevant UK Person and United Kingdom National, extracted from  the Company’s bylaws, are set out below:

EU National”  means any national of a Member State.

Member State”  means any state that from time to time is, or is deemed to be, a Member State  for the purposes of Regulation (EC) No 1008/2008 of the European Parliament and  of the Council of 24 September 2008, on common rules for the operation of air  services in the Community (as amended or readopted), including (for the  avoidance of doubt) any state that is from time to time a member state of the  European Community and/or the European Economic Area.

Note: as at the date of this announcement, each of the  following states is, or is deemed to be, a Member State for the purposes of  Regulation (EC) No 1008/2008 of the European Parliament and of the Council of  24 September 2008: Austria; Belgium; Bulgaria; Croatia; Cyprus; Czech Republic;  Denmark; Estonia; Finland; France; Germany; Greece; Hungary; Iceland; Ireland;  Italy; Latvia; Liechtenstein; Lithuania; Luxembourg; Malta; Netherlands;  Norway; Poland; Portugal; Romania; Slovakia; Slovenia; Spain; Sweden; Switzerland;  and the United Kingdom.

Relevant Non-EU Person” means:

     
  • any individual who is  not an EU National;
  •  
  • any legal person who is  incorporated or established under the laws of any part of, and which has its  principal place of business and central management and control in, or is  otherwise resident in, a country other than a Member State;
  •  
  • a government or governmental department, agency or body, otherwise than  of a Member State or any part thereof; and/or
  •  
  • any municipal, local, statutory or other authority or any undertaking or  body formed or established in any country other than a Member State.

Relevant  Non-EU Share” means any share (other than a share particulars of which are  removed by the Company from the Separate Non-EU Register pursuant to Article  11.6), held by a Relevant Non-EU Person or by a Depositary for the benefit of a  Relevant Non-EU Person or in which a Relevant Non-EU Person has an interest or  which is declared by the Company to be a Relevant Non-EU Share pursuant to  Article 11.5.
  “Relevant UK Person” means:

     
  • any individual who is a  United Kingdom National;
  •  
  • any legal person who is  incorporated or established under the laws of any part of and which has its  principal place of business and central management and control in, or is  otherwise resident in, the United Kingdom;
  •  
  • a government or governmental department, agency or body of the United  Kingdom; and/or
  •  
  • any municipal, local, statutory or other authority or any undertaking or  bodyformed or established in the United Kingdom.

United Kingdom  National” has the meaning ascribed thereto in section 105(1) of the United  Kingdom Civil Aviation Act 1982 (as amended).


APPENDIX
Summary of the provisions in the Company’s bylaws which apply to  Affected Shares

     
  • The Board shall give an Affected  Share Notice to the registered holder of any share which it determines to deal  with as an Affected Share and/or to any other person with a confirmed or  apparent interest in that share.
  •  
  • The registered holder of  a share in respect of which an Affected Share Notice has been served may make  representations to the Board as to why such share should not be treated as an  Affected Share and if, after considering such representations and such other  information as seems to them relevant, the Board considers that the share  should not be treated as an Affected Share, it shall forthwith withdraw the  Affected Share Notice served in respect of such share.
  •  
  • If the Board decides to  serve an Affected Share Notice and to deal with certain shares as Affected  Shares pursuant to the provisions of article 11 of the Company’s bylaws, the  Board may agree on the suspension of the voting rights and other political  rights (including, but not limited to, the right to attend and speak at  Shareholders’ Meetings) corresponding to such Affected Shares in respect of  which an Affected Share Notice has been served.
  •  
  • Additionally, if the  Board decides to serve an Affected Share Notice and to deal with certain shares  as Affected Shares pursuant to the provisions of Article 11, the persons on  whom an Affected Share Notice has been served shall, within ten (10) Business  Days of receiving such Affected Share Notice (or such longer period as may in  such notice be prescribed by the Board), make an Affected Share Disposal so  that no Relevant Non-EU Person holds, directly or indirectly, or has an  interest in that share and, upon such Affected Share Disposal being made to the  satisfaction of the Board, such Affected Share shall cease to be a Relevant  Non-EU Share.
  •  
  • If, after ten (10)  Business Days from the date of service on the registered holder of an Affected  Share of an Affected Share Notice (or such longer period as the Board may have  prescribed), the Board is not satisfied that an Affected Share Disposal has  been made of the Affected Share the subject thereof, the Board may cause the  Company to acquire the Affected Share (for its subsequent redemption, if applicable),  in accordance with applicable law, acquiring the Affected Share at the lower  price between: (a) the book value of the Affected Share according to the latest  published audited balance sheet of the Company and (b) the middle market  quotation for an ordinary share of the Company as derived from the London Stock  Exchange’s Daily Official List for the business day on which the acquisition of  such Affected Share by the Relevant Non-EU Person took place.