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

B.1.41 Please specify whether there is a procedure whereby Board members can contract
external advisory services, and provide details if applicable:
YES
Explanation of procedure
In accordance with the Regulations of the Board of Directors, in order to be assisted in the
exercise of their duties, external Directors may request the hiring at the expense of the Company
of legal, accounting, financial advisers or other experts. The order must necessarily refer to
specific problems of a certain entity and complexity which present themselves in the exercise of
the position.
The request for hiring shall be notified to the Chairman of the Company and, notwithstanding, may
be rejected by the Board of Directors, provided that it evidences:
(a) that it is not necessary for the proper performance of the duties entrusted to the external
Directors;
(b) that the cost thereof is not reasonable in view of the importance of the problem and of the
assets and income of the Company;
(c) that the technical assistance being obtained may be adequately dispensed by experts and
technical staff of the Company; or
(d) it may entail a risk to the confidentiality of the information that must be handled.
On the other hand, said Regulation establishes that, when it deems necessary for the proper
performance of its duties, the Audit Committee may obtain advice from external experts, making
this circumstance known to the Secretary or Assistant Secretary of the Board, who shall take
charge of contracting the relevant services.
B.1.42 Please specify whether there is a procedure for providing information to Board members
to allow them to prepare for management body meetings with sufficient notice. If so, explain the
procedure:
YES
Explanation of procedure
Inasmuch as the Board meeting is called and within the deadlines established by the Bylaws
between the meeting notice and the meeting, the Directors are sent, through the Secretary of the
Board in coordination with the Chairman, apart from the agenda, all support documentation on the
various agenda items, so that they may request the appropriate clarifications prior to the meeting
being held and can deliberate more appropriately on the various items the day the Board meeting
is held.
The Agenda contains matters for decision as well as purely informational matters which are
presented by the management team, with the assistance of independent experts if necessary.
The Agenda is agreed to previously with the Chairman of the Board of Directors.
In addition, the Director has the duty to be diligently informed about how the Company is run. For
such purpose, the Director may request information on any aspect of the Company and examine
31