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

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Please specify whether the Board <strong>at</strong> its plenary sessions has reserved approval of the following<br />

decisions.<br />

On proposal by the first executive of the Company, the appointment <strong>and</strong> possible<br />

removal of senior management, as well as their indemnity clauses.<br />

Remuner<strong>at</strong>ion of Board members, as well as, in the case of executive members,<br />

additional remuner<strong>at</strong>ion for executive functions <strong>and</strong> any other conditions<br />

included in their contracts.<br />

B.1.15 Please specify whether the Board of Directors approves a detailed remuner<strong>at</strong>ion policy<br />

<strong>and</strong> identify items on which it issues an opinion:<br />

YES<br />

Fixed amounts, with their breakdown if applicable, paid for particip<strong>at</strong>ion in the<br />

Board <strong>and</strong> its committees, <strong>and</strong> estim<strong>at</strong>e of annual fixed remuner<strong>at</strong>ion as<br />

applicable.<br />

Variable remuner<strong>at</strong>ion items YES<br />

Main characteristics of benefits, estim<strong>at</strong>ed amount thereof or equivalent annual<br />

cost.<br />

Conditions to be included in the contracts of members who hold senior<br />

management positions as executive members.<br />

B.1.16 Please specify whether the Board submits a report (for consult<strong>at</strong>ion purposes) on the<br />

Directors’ remuner<strong>at</strong>ion policy to the shareholders to vote on as a separ<strong>at</strong>e item on the agenda<br />

<strong>at</strong> their General Shareholders’ Meeting. If so, please explain the aspects of the report rel<strong>at</strong>ed to<br />

the remuner<strong>at</strong>ion policy approved by the Board for future years, the most significant changes in<br />

these policies compared to the policy applied during the year <strong>and</strong> a global summary of how the<br />

remuner<strong>at</strong>ion policy was applied during the year. Please detail the role played by the<br />

Remuner<strong>at</strong>ion Committee, specify whether external advisory services were used <strong>and</strong>, if so,<br />

provide the identity of the external advisors consulted:<br />

YES<br />

Issues considered in the remuner<strong>at</strong>ion policy<br />

The present remuner<strong>at</strong>ion policy refers exclusively to the Directors’ annual remuner<strong>at</strong>ion based on<br />

a fixed annual sum, with no reference made to variable remuner<strong>at</strong>ion.<br />

The annual remuner<strong>at</strong>ion set for Directors for this fiscal year 2011 is based on membership on the<br />

Board <strong>and</strong>/or any of its Committees as well as the position held on each one of them (Chairman<br />

versus Member), as follows:<br />

Fixed annual remuner<strong>at</strong>ion for Board chairman: €180,000 (1)<br />

Fixed annual remuner<strong>at</strong>ion for membership of Board: €80,000<br />

Fixed annual remuner<strong>at</strong>ion for Board committee chairman: €40,000 (2)<br />

Fixed annual remuner<strong>at</strong>ion for membership of Board committee: €20,000<br />

(1) Includes remuner<strong>at</strong>ion in kind, but the total amount cannot exceed €180,000.<br />

(2) The remuner<strong>at</strong>ion for the chairman of the Board or of any Board committees includes the remuner<strong>at</strong>ion for<br />

membership of the Board or committee, as appropri<strong>at</strong>e.<br />

20<br />

NO<br />

YES<br />

YES<br />

YES<br />

YES

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