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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 />

12

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