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Annual report and accounts 2016

212 Spanish corporate

212 Spanish corporate governance report continued A.1 Additional information to Company’s share capital: During 2016 the Company received three conversion requests in respect of the IAG €390,000,000 1.75 per cent. convertible bonds due 2018 (‘Bonds’). On May 6, 2016 the Company exercised its option to redeem the remaining outstanding Bonds giving bondholders the option to exercise their right to convert their Bonds into ordinary shares in IAG. As a result of this, a total of 91,981,118 shares were issued. As a consequence of the foregoing, the total share capital of the Company on the date of this report is €1,066,494,371.50, divided into 2,132,988,743 ordinary shares with a nominal value of €0.50 each share. A.2 Additional information to direct and indirect holders of significant ownership interests: On February 13, 2017 Deutsche Bank AG notified the Spanish National Securities Market Commission (CNMV) the acquisition of a shareholding of 3.061 per cent. A.3 Additional information giving breakdown of voting rights a) Directors’ conditional awards During 2016, Willie Walsh and Enrique Dupuy de Lôme held awards over ordinary shares of the Company under the Company’s Performance Share Plan (“IAG PSP”). The value attributed to the Company’s ordinary shares on March 7, 2016 was 541 pence. Director Plan Date of award Willie Walsh IAG PSP 2013 IAG PSP 2014 Number of awards at January 1, 2016 Awards vesting during the year Awards lapsed during the year Awards made during the year Number of awards at December 31, 2016 March 6, 2013 684,647 684,647 0 0 0 March 6, 2014 379,310 0 0 0 379,310 Total – – 1,063,957 684,647 0 0 379,310 Director Plan Date of award Enrique Dupuy de Lôme IAG PSP 2013 IAG PSP 2014 Number of awards at January 1, 2016 Awards vesting during the year Awards lapsed during the year Awards made during the year Number of awards at December 31, 2016 March 6, 2013 248,963 248,963 0 0 0 March 6, 2014 137,931 0 0 0 137,931 Total – – 386,894 248,963 0 0 137,931 b) Share options The following directors held nil-cost options over ordinary shares of the Company granted under the IAG PSP. The value attributed to the Company’s ordinary shares on March 7, 2016 was 541 pence. Director Willie Walsh Date of grant Number of options at January 1, 2016 Exercise price Options exercised during the year Options lapsed during the year Options granted during the year May 28, 2015 309,091 – 0 0 0 Exercisable from January 1, 2020 January 1, 2021 Expiry date Number of options at December 31, 2016 December 31, 2024 309,091 December 31, March 7, 2016 0 - 0 0 314,233 2025 314,233 Total 0 - 0 0 314,233 623,324 INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016

213 Director Enrique Dupuy de Lôme Date of grant Number of options at January 1, 2016 Exercise price Options exercised during the year Options lapsed during the year Options granted during the year May 28, 2015 112,364 – 0 0 0 Exercisable from January 1, 2020 January 1, 2021 Expiry date Number of options at December 31, 2016 December 31, 2024 112,364 December 31, March 7, 2016 - - 0 0 145,647 2025 145,647 Total 112,364 - 0 0 145,647 258,011 c) Incentive Award Deferral Plan During 2016, Willie Walsh and Enrique Dupuy de Lôme owned awards over ordinary shares of the Company granted under the IADP (Incentive Award Deferral Plan) (“IAG IADP”). The value attributed to the Company’s ordinary shares in accordance with the plan rules on the date of the IAG IADP 2016 award was 541 pence. Director Plan Date of award Willie Walsh IAG IADP 2014 IAG IADP 2015 IAG IADP 2016 Number of awards at January 1, 2016 March, 6, 2014 149,353 0 Awards released during the year Date of vesting May 28, 2015 151,111 0 March 7, 2016 0 0 Awards lapsed during the year Awards made during the year Number of awards at December 31, 2016 March 6, 2017 0 0 149,353 March 8, 2018 0 0 151,111 March 7, 2019 0 125,693 125,693 Total – – 300,464 0 – 0 125,693 426,157 Strategic Report Corporate Governance Financial Statements Additional Information www.iairgroup.com

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    INTERNATIONAL AIRLINES GROUP The be

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    Strategic report “2016 was a chal

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    3 Chairman’s letter A firm focus

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    5 Q A And, importantly, we have to

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    7 IAG combines the leading airlines

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    9 Operating highlights British Airw

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    11 Business model and strategy Maxi

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    13 4 5 6 Grow share of Europeto-Afr

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    15 The performance indicators prese

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    17 IT This year significant work ha

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    19 and additional summer aircraft a

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    21 This is why we have recently lau

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    23 Aer Lingus Making the most of ou

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    25 IAG Cargo Resilient performance

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    27 Risk management and principal ri

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    29 Risk Potential impact Management

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    31 Risk Potential impact Management

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    33 Financial overview A significant

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    35 However, continued weakness in t

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    37 Exchange impact before exception

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    39 By supplier cost category: Handl

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    41 Capacity 21% 11% 8% 60% Operatin

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    43 Cash flow € million 2016 2015

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    45 Sustainability Committed to our

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    47 UN Sustainable Development Goals

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    49 Aspect and link to SDGs Noise Wa

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    51 Air quality - electric tug trial

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    “2016 has really tested the Group

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    55 I think we can be very proud tha

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    57 James Lawrence Non-Executive Dir

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    59 The Group operating companies Av

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    61 The Board Secretary is Álvaro L

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    63 Induction programme New director

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    65 Other statutory information Dire

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    67 The significant shareholders of

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    69 Report of the Audit and Complian

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    71 ICFR, which is a Spanish Corpora

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    73 The Committee’s responsibiliti

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    75 Report of the Safety Committee D

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    77 Despite a growth in share price

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    79 The table below summarises the m

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    81 Malus and Clawback Provisions Th

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    83 Service contracts and exit payme

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    85 Annual Remuneration Report Commi

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    87 Additional explanations in respe

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    89 IAG PSP Award 2014 The IAG PSP a

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    91 Statement of Voting The table be

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    93 IAG’s total shareholder return

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    95 The second performance condition

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    97 Incentive Award Deferral Plan Th

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    Strategic Financial Statements Repo

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    101 Consolidated statement of other

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    103 Consolidated cash flow statemen

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    105 Consolidated statement of chang

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    107 the Income statement. All other

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    109 b Other interest-bearing deposi

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    111 Employee leaving indemnities an

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    113 IAG has initiated a project to

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    115 For the year to December 31, 20

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    117 7 Auditors’ remuneration The

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    119 For the year to December 31, 20

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    121 c Reconciliation of the total t

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    123 13 Property, plant and equipmen

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    125 16 Intangible assets and impair

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    127 Basis for calculating recoverab

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    129 19 Trade and other receivables

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    131 2 Floating rate euro mortgage l

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    133 depending on whether the employ

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    135 At December 31, 2016 the Group

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    137 27 Financial instruments a Fina

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    139 The carrying amounts and fair v

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    141 December 31, 2015 Financial ins

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    143 31 Other reserves and non-contr

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    145 Defined benefit schemes i. APS

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    147 d Fair value of scheme assets A

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    149 e Present value of scheme liabi

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    151 33 Contingent liabilities and g

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    Spanish corporate governance report

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    155 Indicate the most significant m

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    157 Explain any significant changes

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    159 B. SHAREHOLDERS’ MEETING B.1

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  • Page 231 and 232: Shareholder information Registered
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