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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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Explan<strong>at</strong>ion of procedure<br />

its books, records, documents <strong>and</strong> other document<strong>at</strong>ion. The right to inform<strong>at</strong>ion extends to<br />

subsidiaries whenever possible.<br />

The request for inform<strong>at</strong>ion must be addressed to the Chairman of the Board of Directors, who will<br />

cause it to be delivered to the appropri<strong>at</strong>e applicable spokesperson <strong>at</strong> the Company.<br />

If entailing confidential inform<strong>at</strong>ion in the judgement of the Chairman, the Chairman will advise this<br />

circumstance to the Director who requests <strong>and</strong> receives it, as well as of his or her duty of<br />

confidentiality in accordance with the provisions of the Regul<strong>at</strong>ions of the Board.<br />

B.1.43 Please specify whether the Company has established rules whereby Board members<br />

must provide inform<strong>at</strong>ion on <strong>and</strong>, if applicable, resign in any circumstances th<strong>at</strong> may damage<br />

the Company’s st<strong>and</strong>ing <strong>and</strong> reput<strong>at</strong>ion. If so, provide details:<br />

YES<br />

Explan<strong>at</strong>ion of rules<br />

Within the cases of resign<strong>at</strong>ion of Directors provided by the Regul<strong>at</strong>ions of the Board, it is<br />

expressly provided th<strong>at</strong> the Directors must place their position <strong>at</strong> the disposal of the Board of<br />

Directors <strong>and</strong> formalize, if it deems this appropri<strong>at</strong>e, the pertinent resign<strong>at</strong>ion, in the following<br />

cases:<br />

a) when they leave the executive positions with which, where applicable, their appointment<br />

as Director was associ<strong>at</strong>ed;<br />

b) when they are subject to any of the cases of incomp<strong>at</strong>ibility or prohibition provided by law;<br />

c) when they are indicted for an allegedly criminal act or are subject to a disciplinary<br />

proceeding for serious or very serious misdemeanor instructed by the supervisory<br />

authorities;<br />

d) when their continu<strong>at</strong>ion on the Board may place in risk the Company’s interests or when<br />

the reasons for which they were appointed disappear. In particular, in the case of<br />

proprietary external Directors, when the shareholder they represent sells its stakeholding<br />

in its entirety. They must also do so, in the corresponding number, when the said<br />

shareholder lowers its stakeholding to a level which requires the reduction of the number<br />

of external proprietary Directors;<br />

e) when significant changes in their professional st<strong>at</strong>us or in the conditions under which they<br />

were appointed Director take place; <strong>and</strong><br />

f) when due to facts <strong>at</strong>tributable to the Director, his continu<strong>at</strong>ion on the Board causes<br />

serious damage to the corpor<strong>at</strong>e net worth or reput<strong>at</strong>ion in the judgement of the Board.<br />

B.1.44 Please specify whether any member of the Board of Directors has notified the Company<br />

th<strong>at</strong> he or she has been tried, or notified th<strong>at</strong> judiciary proceedings have been filed, for any<br />

offences established in section 124 of the Spanish Corpor<strong>at</strong>ions Law.<br />

NO<br />

32

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