Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...

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Reasons As a result of the placement through an accelerated book-building process among qualified investors of a package of shares of Amadeus IT Holding, S.A., made by Idomeneo SàrL on 6 July 2011 and in accordance with the provisions of the Shareholders’ Agreement of 29 April 2010, following the reduction in its interest in the Company below 3.5% the shareholder Idomeneo SàrL exercised its right to disassociate itself from the abovementioned Shareholders’ Agreement. In consequence, the proprietary Director Mr. Francesco Loredan offered his resignation to the Board of Directors of the Company. At a meeting held on 2 August 2011 the Board ratified him in his post, as a “other” rather than a “proprietary” Director. The Nomination and Remuneration Committee has made no assessment for his future classification as an independent Director. Name of Board member MR. STUART ANDERSON MCALPINE Company, officer or shareholder with whom he maintains the relationship -- Reasons As a result of the placement through an accelerated book-building process among qualified investors of a package of shares of Amadeus IT Holding, S.A., made by Amadecin SàrL on 6 July 2011 and in accordance with the provisions of the Shareholders’ Agreement of 29 April 2010, following the reduction in its interest in the Company below 3.5% the shareholder Amadecin SàrL exercised its right to disassociate itself from the abovementioned Shareholders’ Agreement. In consequence, the proprietary Director Mr. Stuart McAlpine offered his resignation to the Board of Directors of the Company. At a meeting held on 2 August 2011 the Board ratified him in his post, as a “other” rather than a “proprietary” Director. The Nomination and Remuneration Committee has made no assessment for his future classification as an independent Director. Please specify any variations that have occurred during the year to each type of member: Name or corporate name of Board member Date of change Prior nature Current nature MR. STUART ANDERSON MCALPINE 2/08/2011 PROPRIETARY OTHER EXTERNAL MR. FRANCESCO LOREDAN 02/08/2011 PROPRIETARY OTHER EXTERNAL B.1.4 If applicable, please explain the reasons for the appointment of any proprietary Board members at the request of shareholders with less than 5% of share capital. N/A Please indicate if formal requests for presence on the Board coming from shareholders whose shareholding is greater than or equal to that of others appointed as proprietary directors upon their request have not been fulfilled. As applicable, please explain the reasons why they were not fulfilled. NO 12
B.1.5 Please specify whether any members have resigned from the Board before completion of their mandates, whether the resigning member provided an explanation for his or her resignation and, if these reasons were provided in writing and addressed to the entire Board, specify the reasons given: Name of Director MR. BENOIT LOUIS MARIE VALENTIN Reason for leaving YES Mr. Benoit Louis Marie Valentin, proprietary Director of the previous significant shareholder Amadecin SarL, submitted his resignation to the Board of Directors in a letter with effect as of 14 April 2011, following the decline, as a consequence of accelerated book-building processes, in the percentage shareholding of the significant shareholder that he represented below the levels established in the Shareholders’ Agreement, resulting in the shareholder being entitled to be represented by not two but just one proprietary Director on the Board. Name of Director MR. DENIS FRANCOIS VILLAFRANCA Reason for leaving Mr. Denis Villafranca, proprietary Director of the previous significant shareholder Idomeneo SarL, submitted his resignation to the Board of Directors in a letter with effect as of 14 April 2011, following the decline, as a consequence of accelerated book-building processes, in the percentage shareholding of the significant shareholder that he represented below the levels established in the Shareholders’ Agreement, resulting in the shareholder being entitled to be represented by not two but just one proprietary Director on the Board. B.1.6 Please specify any powers delegated to the Executive Director/s: N/A B.1.7 Please identify any Board members who assume positions as directors or officers in other companies in the group of which the listed company is Head Office: Name of director Name of group company Position JOSE ANTONIO TAZÓN GARCÍA AMADEUS IT GROUP, S.A. CHAIRMAN OF THE BOARD OF DIRECTORS CHRISTIAN GUY MARIE BOIREAU AMADEUS IT GROUP, S.A. DIRECTOR ENRIQUE DUPUY DE LÓME CHAVARRI AMADEUS IT GROUP, S.A. VICE-CHAIRMAN OF THE BOARD FRANCESCO LOREDAN AMADEUS IT GROUP, S.A. DIRECTOR PIERRE HENRI GOURGEON AMADEUS IT GROUP, S.A. DIRECTOR STEPHAN GEMKOW AMADEUS IT GROUP, S.A. DIRECTOR STUART ANDERSON MCALPINE AMADEUS IT GROUP, S.A. DIRECTOR 13
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Page 136 and 137: AMADEUS IT HOLDING, S.A. AND SUBSID
Page 176 and 177: FORM ANNUAL CORPORATE GOVERNANCE RE
Page 178 and 179: A.3 Please complete the following t
Page 180 and 181: A.8 Please complete the following t
Page 182 and 183: B.1.2 Please complete the following
Page 184 and 185: Central Bank to assume a role with
Page 188 and 189: B.1.8 Please detail any Board membe
Page 190 and 191: Other Benefits Amount in thousands
Page 192 and 193: B.1.13 Please identify the total am
Page 194 and 195: Please specify whether the Board at
Page 196 and 197: MR. ENRIQUE DUPUY DE LOME CHAVARRI
Page 198 and 199: B.1.19 Please specify the procedure
Page 200 and 201: B.1.24 Please specify whether the c
Page 202 and 203: Please specify, if applicable, the
Page 204 and 205: Outgoing auditor Incoming auditor I
Page 206 and 207: Explanation of procedure its books,
Page 208 and 209: egulatory requirements, the proper
Page 210 and 211: l) issue a report annually, prior t
Page 212 and 213: OPERATION: The Nomination and Remun
Page 214 and 215: C. RELATED-PARTY TRANSACTIONS C.1.
Page 216 and 217: - To analyze, measure and evaluate
Page 218 and 219: shareholders and provided that said
Page 220 and 221: E.6 Please provide details of any a
Page 222 and 223: 7.- Report on the remuneration poli
Page 224 and 225: ) Identity of grantor and represent
Page 226 and 227: c) Transactions whose effect is equ
Page 228 and 229: 2. Transactions carried out at pric
Page 230 and 231: Complies 15. That when the number o
Page 232 and 233: Complies 25. Companies should organ
Page 234 and 235: 34. That whenever, due to resignati
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vii) Remuneration of executive Boar
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50. That the Audit Committee shall
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It is the power of the Nomination a
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Section B.1.13 There are no indemni
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COMPLEMENTARY INFORMATION TO THE CO
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AMADEUS AMADEUS IT IT HOLDING, HOLD
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The Human Resources Unit is respons
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In 2011 Amadeus’ Finance Function
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In addition the Audit Committee has
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Use of estimates and assumptions, a
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The SLA should include next minimum
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The Committee supports and oversees
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Key terms � “ACH”: refers to
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