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Annual report and accounts 2016

178 Spanish corporate

178 Spanish corporate governance report continued C.1.44 List the significant agreements entered into by the company which come into force, are amended or terminate in the event of a change of control of the company due to a takeover bid, and their effects. The following significant agreements contain provisions entitling the counterparties to exercise termination, alteration or other similar rights, in the event of a change of control of the Company: • the brand alliance agreement in respect of British Airways and Iberia’s membership of “oneworld”, the globally-branded airline alliance, could be terminated by a majority vote of the parties in the event of a change of control of the Company. • the joint business agreement between British Airways, Iberia, American Airlines and Finnair and the joint business agreement between British Airways, Japan Airlines and Finnair can be terminated by the other parties to those agreements in the event of a change of control of the Company by either a third party airline, or the parent of a third party airline. • Certain British Airways exchange and interest rate hedging contracts allow for early termination if after a change of control of the Company, British Airways’ credit worthiness was materially weaker. In addition, the Company’s share plans contain provisions as a result of which options and awards may vest and become exercisable on a change of control of the Company in accordance with the rules of the plans. C.1.45 Identify, in aggregate form and provide detailed information on agreements between the company and its officers, executives and employees that provide indemnities, guarantee or ‘‘golden parachute’’ clauses for the event of resignation, unfair dismissal or termination as a result of a takeover bid or other type of transaction. Number of beneficiaries 12 Type of beneficiary Executive Directors and IAG Management Committee Chairman Description of the resolution There are no express provisions in executive directors and senior executives service contracts with the Company for compensation payable upon termination of those contracts, other than for payments in lieu of notice. The period of notice required from the executive directors and senior executives is six months; the period of notice required from the Company is 12 months. Where the Company makes a payment in lieu of notice, a lump sum in lieu of six months’ basic salary is payable within 28 days of the date of termination of employment. A payment in respect of basic salary for the second six months period only becomes payable if, in the Company’s reasonable opinion, the executive directors and senior executives have taken reasonable steps to find alternative paid work and then only in six monthly instalments. The Company may reduce the sum payable in respect of any month by any amount earned by the executive directors and senior executives (including salary and benefits) referable to work done in that month. Antonio Vázquez has a specific agreement if his service contract is terminated for whatever reason. Additional information on this agreement has been provided in the Annual Report on the Remuneration of the Directors. Indicate whether these agreements must be reported to and/or authorised by the governing bodies of the company or its group. Body authorising clauses Board of Directors X Shareholders’ Meeting Is the Shareholders’ Meeting informed of such clauses? Yes X No INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016

179 C.2 Board committees C.2.1 Give details of all board committees, their members and the proportion of executive, proprietary, independent and other non-executive directors on them: EXECUTIVE OR DELEGATE COMMITTEE Name Position Type – – – – – – % of executive directors – % of proprietary directors – % of external independent directors – % of other non-executive directors – Explain the functions attributed to this committee, describe the procedures and rules governing its organization and operation, and summarize the most important steps taken during the year. -- Indicate whether the composition of the executive or delegate committee reflects the participation within the board of the different types of directors: No If not, explain the composition of the executive or delegate committee – AUDIT COMMITTEE Name Position Type Kieran Poynter Chairman Independent Patrick Cescau Member Independent James Lawrence Member Independent Maria Fernanda Mejia Member Independent Alberto Terol Member Independent Strategic Report Corporate Governance Financial Statements Additional Information % of proprietary directors – % of external independent directors 100 % of other non-executive directors – Explain the functions attributed to this committee, describe the procedures and rules governing its organization and operation, and summarize the most important steps taken during the year. a) Rules of organisation and operation: The Audit and Compliance Committee shall be made up of no less than three and no more than five non‐executive directors appointed by the Board, with the dedication, capacity and experience necessary to carry out their function. The members of the Audit and Compliance Committee, and particularly its Chairman, shall be appointed in light of their knowledge and experience on accounting, audit and risk management matters, and at least one of them shall have recent and relevant financial experience. A majority of the members of the Audit and Compliance Committee shall be independent directors and one of them, at least, shall be appointed in light of his or her knowledge and experience on accounting or audit matters, or both. The Board of Directors shall designate an Audit and Compliance Committee chairman from among the independent directors on the Audit and Compliance Committee who must be replaced at least every four years and may stand for re-election one year after vacating office. The Secretary or his nominee shall act as secretary to the Audit and Compliance Committee. www.iairgroup.com

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