General

1. I was a BA/Iberia shareholder before the merger, what has happened to my shares?

Following the merger between British Airways and Iberia on 21 January 2011 all shares were converted into IAG Shares. The shares are listed on both the London and Spanish Stock Exchanges and for former British Airways shareholders these are held in the form of CDIs.

2. What should I do with my old British Airways share certificates?

Your old British Airways share certificates will no longer be valid. You should destroy the share certificates.

3. What are CDIs and how do they differ from shares?

As IAG is a Spanish company, it is not possible to issue share certificates. Instead IAG shares traded on the London Stock Exchange are held electronically as share entitlements. These are in the form of CDIs. The CDI holder is the beneficial owner of the shares. The administration of these is handled through the IAG Nominee Service, unless you have arranged for an alternative provider of this service.

4. What is the IAG Nominee Service?

IAG has partnered with Computershare to administer the electronic share register through the Corporate Sponsored Nominee service with no cost to the shareholder. As IAG is a Spanish Company, holding shares this way allows shareholders to continue to have the beneficial entitlement of their holding. This not only gives you the ability to trade shares in IAG, the service also ensures you have the same entitlements as a direct shareholding, such as voting rights and attendance at shareholder meetings. CDIs are held electronically so no share certificates will be issued. This avoids the risk and inconvenience of losing the certificate and the costs of replacements. A Statement of your holding will be despatched annually.

Computershare operates the service under the authorisation and regulation of the Financial Services Authority (FSA) in the UK.

The IAG Nominee Service offers an enhanced internet and telephone share dealing facility, which allows participants to sell shares on a 'T&3' basis – Trade Date plus 3 days, rather than the standard T&10. Additionally, participants benefit from reduced commission rates when trading as physical certificates are not involved and reduces the cost of administration.

Nominee Service Terms and Conditions here

5. How do I buy/sell IAG CDIs

Any broker/market participant can purchase CDIs.

However, as Computershare administer the nominee, holders purchasing additional CDIs who want them to be held through the IAG Nominee Service or added to their existing IAG Nominee account may find it easier to transact through the Computershare service to ensure duplicated holdings do not arise and for certainty of the cost and timeframes involved.

Alternatively you can use a broker of your choice to purchase CDIs (or shares in Spain) and then request the broker to transfer the CDIs purchased to Computershare by lodging a Nominee Deposit Form (for which the broker may charge a fee).

If you wish to sell your CDIs using a service other than Computershare's you must first transfer the CDIs to the CREST account of the relevant broker/market participant.

Please use the IAG CREST Transfer Form to facilitate this transfer, this is available by either visiting www.investorcentre.co.uk and accessing 'Downloadable Forms' or you can telephone 0370 702 0110 and request a copy of the form. Please note that there is a fee of £25 for the transfer.

If you wish to buy or sell CDIs through Computershare please call 0370 703 0084, Or go on-line via www-uk.computershare.com/investor/sharedealing.asp

Please note, you will be required to register to a Computershare dealing account before buying or selling CDIs.

6.Can I hold shares directly on the Spanish Register?

Former Iberia shareholders hold their shares through the Spanish register administered by Santander. All IAG shareholders can hold shares in this way through Iberclear but fees will apply. You can transfer to the Spanish register as follows:

i. Holders in CREST: These participants (or underlying beneficiaries) will need to make their own arrangements in completing the cross border delivery and should refer to the CREST Manual for guidance. Further assistance may be available from Euroclear UK and Ireland.
ii. Holders in the IAG Nominee Service will need to make their own arrangements through an alternative CREST Participant, withdraw their CDIs from the IAG Nominee Service (completion of a form required and fee payable) and their appointed broker will then need to follow (b) above.

7. How can I hold shares in IAG if I have a US registered address?

IAG has established a Sponsored Level 1 American Depositary Receipt (ADR) facility that trades on the OTC market in the US (see www.otcmarkets.com). Deutsche Bank is the ADR depositary bank.

Details of the facility are as follows:

Ratio:

1 ADR = 2 Crest Depositary Interests (CDIs)

Exchange:

OTC

Symbol:

ICAGY

CUSIP:

459348108

Further information on IAG's ADRs can be found on the Deutsche Bank website: http://www.adr.db.com.

For shareholder enquiries, please contact:

ADR Depositary
Deutsche Bank Trust Company Americas
c/o American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050

Email queries: DB@amstock.com

Phone:
Toll free +1 800 301 3517
International +1 718 921 8137

Investors wishing to convert their CDIs to ADRs should instruct their brokers to contact the Deutsche Bank ADR broker desk in New York on + 1 212 250 9100.

8. Do I have to pay Spanish tax if I am an IAG Shareholder tax resident in the UK?

As a Spanish Company, IAG shareholders will be subject to the Spanish tax regime in relation to any dividends or gains on IAG shares. UK tax resident IAG shareholders will also be subject to the UK tax regime.Please click here for more information about your tax obligations as a UK resident shareholder.

Shareholders' Meeting


1. Who can attend the Shareholders' Meeting?

All shareholders who have shares entered in their name on the relevant book entry register in Spain at least five days before the scheduled date for the Shareholders' Meeting will be entitled to attend the Shareholders' Meeting in a speaking and voting capacity.

CDI holders wishing to attend the Shareholders' Meeting must have been appointed as a proxy in respect of the underlying shares their CDIs represent.

2. What documents are needed to be able to attend the Shareholders' Meeting?

To be able to attend, shareholders must present the attendance, proxy and remote vote card, completed and signed by them, at the entrance to the building where the Shareholders' Meeting is to be held, together with their identity card, passport or any other equivalent official identity document.

CDI holders or their proxies wishing to attend the Shareholders' Meeting need to bring with them a form of identification.  At registration they will be presented with their proxy appointment. As stated in the previous question, CDI holders wishing to attend the Shareholders’ Meeting must have been appointed as a proxy in respect of the underlying shares their CDIs represent.

3. How can we obtain the attendance, proxy and remote vote cards/form of instruction?

Once the Shareholders’ meeting has been convened, and within the applicable legal timeframes, the attendance, proxy and remote vote cards for shareholders and the form of instruction for CDI holders will be issued and sent by the Company to the addresses held, respectively, on the shareholder and the CDI registers on the record date.

On entering the Shareholders' Meeting, the CDI holders (attending as a proxy) will receive the corresponding proxy card.

The attendance, proxy and remote vote card will also be available on the Company's website.

4. Who can appoint a proxy for the Shareholders' Meeting?

Every shareholder with the right to attend the Shareholders' Meeting can appoint anyone as proxy and that person need not be a shareholder.

5. How can a shareholder be represented at the Shareholders' Meeting?

For the proxy authorisation to be valid, it must be accepted by the representative. Unless provided otherwise in relation to remote proxy authorisations, the representative's acceptance must appear on the attendance, proxy and remote vote card, which must be duly signed by the representative.

6. How can proxy authorisations be granted?

Shareholders can grant proxy authorisations by completing the proxy section on the attendance, proxy and remote vote card.

After the card has been completed and signed in the proxy section by both the shareholder and the representative, shareholders can hand it over to their representative to be submitted at the registration desks on the date of the Shareholders' Meeting or by sending it to IAG by post to the Shareholder Office or electronically through the Company's website.

7. Can a proxy authorisation be revoked?

Yes it can. The fact of a shareholder attending the Shareholders' Meeting in person or casting a remote vote will revoke any proxy authorisation granted, regardless of the date of that authorisation.

8. What documents does the proxy need to be able to attend the Shareholders' Meeting in person?

In the case of a proxy authorisation, the person attending the meeting must produce at the entrance to the venue the attendance, proxy and remote vote card in which the shareholder has granted proxy authorisation, signed and duly completed (by both the person attending in person and by the proxy), together with the proxy's identity card, passport, or any other equivalent official identity, document of the person attending the meeting.

9. What about CDI holders?

Any CDI holders wishing to grant proxy authorisation in relation to the underlying shares must complete the form of instruction and return it to Computershare or via the corporate website before the deadline established to this end in the call notice of the meeting.

10. Who can vote by remote means prior to the Shareholders' Meeting?

Every shareholder with the right to attend the Shareholders' Meeting can vote by remote means prior to the Shareholders' Meeting.

11. How can we vote by remote means?

Shareholders can vote by remote means by completing the remote vote section on the attendance, proxy and remote vote card by sending it to IAG by post to the Shareholder Office or electronically through the Company's website.

Any CDI holders wishing to vote by remote means in relation to the underlying shares must complete the form of instruction and return it to Computershare or via their website before the deadline established to this end in the call notice of the meeting.

12. Can the remote vote be changed after it has been cast?

Once the remote vote has been cast, it cannot be changed, unless the shareholder that cast the remote vote attends the Shareholders' Meeting in person.

13. How will the voting procedure take place?

On entering the Shareholders' Meeting, the shareholders and the CDI holders (attending as a proxy, as previously explained) or their representatives will receive a voting card which they can complete with their vote and hand over to the notary or his assistants before the end of the meeting.

In any event, as mentioned in the IAG Shareholders' Meeting Regulations, in the voting process, once the Chairman of the Shareholders' Meeting has evidence of the existence of sufficient favourable votes, the Chairman of the Shareholders' Meeting will declare the resolutions to be adopted without prejudice to the statements that the attending shareholders or CDI holders (attending as a proxy) or their representatives may make to the notary (or, in the absence of a notary, to the Secretary of the Shareholders' Meeting) or his assistants, regarding the direction of their vote in accordance with the preceding paragraph.

Dividends


1. In what currency does IAG pay dividends?

As a Spanish company IAG declares its dividends in Euros.

2. In what currency will I receive my dividend payment?

According to the terms and conditions of the Corporate Sponsored Nominee (CSN), CDI holders within the CSN will receive their dividend payment in Sterling.  Computershare will carry out the conversion and obtain the appropriate exchange rate as soon as practical after they receive the aggregated dividend. The tax voucher issued to you will indicate the exchange rate obtained and used by Computershare.

For those CDI holders who wish to receive their dividend payment in Euros they need to elect to do so by completing a Currency Election form provided by Computershare or by visiting www.investorcentre.co.uk.

3. When will I receive my dividend payment?

When IAG announces a dividend it will confirm the relevant dates applicable to that dividend:

Dividend Rate
Ex-dividend Date
Record Date
Payment Date

Shareholders on the register on the Record Date will be entitled to receive the dividend.  Shares through the CSN are held in the form of CDIs therefore the payment date for UK shareholders will be approximately 10 days later than the payment date for shares held through the Spanish register.  This is to allow time for the payment to be sent to Computershare who will then convert it from Euros to Sterling and make arrangements for the payment of the dividend via the banking system or production of cheques for distribution to CDI holders.

4. How will I receive my dividend?

The quickest way to receive your dividend payment is directly into your bank account, alternatively you will be sent a cheque. Direct payment into a bank account is an easy and secure way to receive dividends.  Please be aware that administration fees will be charged by Computershare if you ask for a cheque to be reissued.

5. By what date should I have registered my bank details and my currency election (if applicable)?

For the dividend payment to be made directly to your bank account or for you to receive your dividend in Euros you need to have registered these details with Computershare by no later than 1200 (GMT) on the Record Date.  You will need your shareholder reference number which you will find in your CDI statement to register your bank details.

6. If I have already registered my bank details do I need to take any action each time IAG pays a dividend?

No you only need to register the details once unless you change your bank account then you need to update your details with Computershare.

7. What are the tax implications of receiving IAG’s cash dividend?

As a Spanish company, any dividend related taxes are due in Spain and therefore CDI holders who are not resident in Spain for tax purposes will be subject to the standard Spanish taxation withholding.

For more information about your tax obligations with respect to receiving cash dividends as a CDI holder please go to the Tax section of this website.

8. Who should I contact if I have further questions on the payment of my dividend

Please contact Computershare should you have any further questions in relation to the payment of your dividend.  Please note that neither IAG or Computershare can assist you with tax advice, you need to review the tax information available on the IAG website and, if necessary, contact an independent financial adviser. 

Definitions


What is a nominee company?

A company formed for the specific purpose of registering securities in its own name on behalf of other persons, and administering those holdings.

What is CREST?

CREST is the electronic settlement system provided by Euroclear, which is in charge of settling share transactions and registering investors on companies' lists of shareholders. The effect of CREST is that ownership of company stock is treated much like money in a bank account, with information held and transactions booked electronically.

What is a CREST Depository Interest (CDI)?

A CDI represents an underlying interest in IAG shares which are held directly in Spain. It is a way of holding shares in a foreign incorporated company through CREST. Foreign securities, such as IAG shares which are held directly in Spain, cannot be traded using CREST.

Your IAG shares will be held on your behalf by a depositary owned by CREST, therefore you will be able to settle trades in your IAG CDIs (which represent your IAG shares) in the UK. Your entitlement to IAG shares will be represented by the CDIs issued to you.

What is Iberclear?

IBERCLEAR is the Spanish Central Securities Depository in charge of both the Register of Securities held in book-entry form, and the Clearing & Settlement of all trades from the Spanish Stock Exchanges, the Public Debt Market, the AIAF Fixed Income Market, and Latibex - the Latin American stock exchange denominated in Euros.

IBERCLEAR is the equivalent of CREST in the UK

Who are Santander?

Santander are the Registrar for IAG shares.

Santander is a banking group centered on Banco Santander, the largest bank in the Eurozone and one of the largest banks in the world.

Who are Computershare?

Computershare were the former Registrar for British Airways and are now the Registrar for holders in the Corporate Sponsored Nominee ("CSN") in IAG.

They are responsible for the day-to-day administration of the CSN register. This includes address updates, name changes, registration of legal documentation, changes to communication method preferences, transfers, the issuance of shareholder discount codes and the operation of dealing facilities.

Computershare provides an online facility for Shareholders, where you can check your holding, change your personal details and also create your Share Portfolio. Please visit www.investorcentre.co.uk.

Alternatively, if you wish to contact Computershare, by telephone, please call 0370 702 0110.

What is an American Depositary Receipt?

An American Depositary Receipt (ADR) is a security which has been created to permit US investors to hold shares in non-US companies and trade them on the OTC market in the US. Trading in ADRs, as opposed to ordinary shares, permits US residents to trade in US dollars in the US securities markets with US securities dealers, in the same way as they trade any US securities.