Share Buyback Programme

Share Buyback Programme

INTERNATIONAL CONSOLIDATED AIRLINES GROUP, S.A. ("IAG" or the "Company") today announces a share buyback programme of €350 million (the "Programme"), reflecting our confidence in the strategy and business model, as well as the long-term prospects for the business.

Our strategy has delivered a strong financial performance, including the margin growth and significant free cash flow that are a fundamental part of our medium-term targets.

The decision is based on IAG's disciplined capital allocation framework that underpins the delivery of sustainable shareholder returns over the long term:

·      IAG's first priority is to maintain a strong balance sheet. Our target is to be below 1.8x net debt to EBITDA before exceptional items through the cycle and we are now well below that level at 1.0x, with strong investment grade ratings from both of our ratings agencies.

·      Secondly, we will prioritise investment in the business as part of our transformation programme, which includes rebuilding our fleet to strengthen our position in core markets and hubs; improving the customer experience; and investing in digital tools and in sustainability.

·      We are committed to sustainable shareholder returns. At our half year results we announced an interim dividend of €0.03 per share as the first step towards a sustainable dividend.

·      We will continue to evaluate opportunities for inorganic growth.

We are therefore now returning excess cash to shareholders.

The purpose of the Programme will be the reduction of IAG's share capital (subject to the approval of such reduction by its Shareholders' Meeting) and will be carried out in accordance with the authorisation granted by the Annual General Shareholders' Meeting held on 26 June 2024.

Goldman Sachs Bank Europe SE ("GS") and Morgan Stanley Europe SE ("MS") have been engaged to implement the Programme, in sequential tranches (so that each bank will implement one of the tranches of the Programme). GS and MS (and/or its delegates) will make the share purchases on the Company's behalf (acting as riskless principal and not as agent) and make all trading decisions independently of, and uninfluenced by, the Company, subject to certain parameters agreed between the Company and each of GS and MS prior to the commencement of the Programme.

Qatar Airways Group Q.C.S.C. ("Qatar Airways") has agreed to participate in the Programme on a pro rata basis so as to maintain its current aggregate stake in IAG (25.143% of its share capital). For such purpose, arrangements have been entered into between Qatar Airways, GS and MS pursuant to which Qatar Airways has agreed not to sell IAG shares in the market during the Programme but instead to sell to GS and MS, as applicable, on each trading day during the Programme (for on-sale to IAG) a number of shares proportionate to the number of shares bought by GS or MS, as applicable, in the market on each trading day, and at a price per share equal to the volume weighted average price at which GS or MS, as applicable, has purchased such shares on the market on such trading day.

Therefore, the Programme will be executed through purchases of shares in the market and purchases of shares from Qatar Airways on the terms set forth above, in an aggregate amount of €350 million (€262 million for purchases in the market and €88 million for purchases from Qatar Airways).

The Programme will start on 11 November 2024 and end no later than 28 February 2025, unless terminated by the Company, GS or MS, as applicable, in certain circumstances.

The part of the Programme to be executed in the market will be carried out in accordance with the provisions of the Market Abuse Regulation (EU) 596/2014 and Commission Delegated Regulation (EU) 2016/1052 (including as incorporated into UK law) regarding the exemption for buyback programmes, and will have the following characteristics:

a)    Regulated market: the shares will be purchased on both the London Stock Exchange and the Spanish Stock Exchanges (each an "Exchange").

b)    Maximum pecuniary amount allocated to the Programme in the market: €261,999,500.

c)    Maximum number of shares to be acquired in the market: up to 319,447,282 ordinary shares, which represent 6.426 per cent. of the Company's share capital as of today's date (8 November 2024).

d)    Consideration per share: the shares will be purchased at a price of no more than the lower of: (i) the higher of the price of the last independent trade and the highest then current independent purchase bid on the Exchange where the purchase is carried out, and (ii) 105 per cent. of the average market value of the shares for the five business days prior to the day the purchase is made.

e)    Maximum volume per trading session (including share purchases both in the market and from Qatar Airways): no more than 25 per cent. of the average daily volume of the shares traded on the Exchange in the 20 trading days immediately preceding the date of purchase.

The shares purchased under the Programme will be held in treasury pending approval to cancel such shares being granted by IAG's Shareholders' Meeting.

Nicholas Cadbury

Chief Financial and Sustainability Officer 

8 November 2024                                           LEI: 959800TZHQRUSH1ESL13

This announcement contains inside information and is disclosed in accordance with the Company's obligations under the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of IAG is Nicholas Cadbury, Chief Financial and Sustainability Officer.