Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...
Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...
Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...
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Reasons<br />
As a result of the placement through an acceler<strong>at</strong>ed book-building process among qualified<br />
investors of a package of shares of <strong>Amadeus</strong> <strong>IT</strong> <strong>Holding</strong>, S.A., made by Idomeneo SàrL on 6<br />
July 2011 <strong>and</strong> in accordance with the provisions of the Shareholders’ Agreement of 29 April<br />
2010, following the reduction in its interest in the Company below 3.5% the shareholder<br />
Idomeneo SàrL exercised its right to disassoci<strong>at</strong>e itself from the abovementioned Shareholders’<br />
Agreement. In consequence, the proprietary Director Mr. Francesco Loredan offered his<br />
resign<strong>at</strong>ion to the Board of Directors of the Company. At a meeting held on 2 August 2011 the<br />
Board r<strong>at</strong>ified him in his post, as a “other” r<strong>at</strong>her than a “proprietary” Director. The Nomin<strong>at</strong>ion<br />
<strong>and</strong> Remuner<strong>at</strong>ion Committee has made no assessment for his future classific<strong>at</strong>ion as an<br />
independent Director.<br />
Name of Board member<br />
MR. STUART ANDERSON MCALPINE<br />
Company, officer or shareholder with whom he maintains the <strong>rel<strong>at</strong>ions</strong>hip<br />
--<br />
Reasons<br />
As a result of the placement through an acceler<strong>at</strong>ed book-building process among qualified<br />
investors of a package of shares of <strong>Amadeus</strong> <strong>IT</strong> <strong>Holding</strong>, S.A., made by Amadecin SàrL on 6<br />
July 2011 <strong>and</strong> in accordance with the provisions of the Shareholders’ Agreement of 29 April<br />
2010, following the reduction in its interest in the Company below 3.5% the shareholder<br />
Amadecin SàrL exercised its right to disassoci<strong>at</strong>e itself from the abovementioned Shareholders’<br />
Agreement. In consequence, the proprietary Director Mr. Stuart McAlpine offered his<br />
resign<strong>at</strong>ion to the Board of Directors of the Company. At a meeting held on 2 August 2011 the<br />
Board r<strong>at</strong>ified him in his post, as a “other” r<strong>at</strong>her than a “proprietary” Director. The Nomin<strong>at</strong>ion<br />
<strong>and</strong> Remuner<strong>at</strong>ion Committee has made no assessment for his future classific<strong>at</strong>ion as an<br />
independent Director.<br />
Please specify any vari<strong>at</strong>ions th<strong>at</strong> have occurred during the year to each type of member:<br />
Name or corpor<strong>at</strong>e name of Board member D<strong>at</strong>e of change Prior n<strong>at</strong>ure Current n<strong>at</strong>ure<br />
MR. STUART ANDERSON MCALPINE 2/08/2011 PROPRIETARY OTHER<br />
EXTERNAL<br />
MR. FRANCESCO LOREDAN 02/08/2011 PROPRIETARY OTHER<br />
EXTERNAL<br />
B.1.4 If applicable, please explain the reasons for the appointment of any proprietary Board<br />
members <strong>at</strong> the request of shareholders with less than 5% of share capital.<br />
N/A<br />
Please indic<strong>at</strong>e if formal requests for presence on the Board coming from shareholders whose<br />
shareholding is gre<strong>at</strong>er than or equal to th<strong>at</strong> of others appointed as proprietary directors upon<br />
their request have not been fulfilled. As applicable, please explain the reasons why they were<br />
not fulfilled.<br />
NO<br />
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