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

12. That, with regard to external Board members, the ratio of proprietary Board members to
independent Board members should reflect the proportion between the share capital of the
Company represented by proprietary Board members and the remaining share capital.
This strict proportional criterion may be reduced in such a way that the number of proprietary
Board members exceeds the number that would apply to the percentage of total share capital
they represent:
1. In companies with high free float in which interests that are legally considered
significant are minimal or nil, but where there are shareholders whose interest has a high
absolute value.
2. In companies where several shareholders are represented on the Board and are not
related to one another.
See sections: B.1.3, A.2 and A.3
Explain
Independent Directors represent 36.36% of total external Directors and proprietary Directors
represent also 36.36%%, the capital represented by the latter being 30.33%. Notwithstanding
the above, it is important to remark that another three Directors are included under the nature of
“others” due to they do not qualify either under the category of “proprietary” or under the
category of “independent” for several reasons.
The Shareholders’ Agreement in force as from April 29, 2010 regulates the principles regulating
the percentages in the share capital as from which the shareholders signatory to the Agreement
are entitled to representation on the Board.
Hence, more than 25% gives a right to four Board members, less than 25% but more than 10%
gives a right to two Board members, 10% down to 3.5% gives a right to one Board member,
and less than 3.5% does not entitle any representation, unless two or more of the Shareholders
individually control less than 3.5% of the capital, but together, more than 3.5%, in which case
they may jointly appoint one member to represent them.
Therefore, the shareholder Société Air France is represented by two proprietary Directors, with
15.22% of the share capital of the Company, the shareholder Lufthansa Commercial Holding
GmbH is represented by one proprietary Director, with 7.61% of the share capital of the
Company and the shareholder Iberia Líneas Aéreas de España Sociedad Anónima Operadora,
S.A. is represented by one proprietary Director, with 7.50% of the share capital of the
Company.
13. That the number of independent Board members should represent at least one third of the
total number of Board members.
See section: B.1.3
Complies
14. That the Board of Directors explain the nature of each Board member to the shareholders at
the General Shareholders’ Meeting, so that the shareholders may appoint or ratify the Board
members, and that these details be confirmed or, where appropriate, revised each year in the
annual corporate governance report after verification by the Nomination Committee. This report
should also explain the reasons for the appointment of proprietary Board members at the
proposal of the shareholders whose interest in share capital is less than 5%. It should also
explain, where applicable, why formal requests from shareholders for attendance at the Board
meeting were not honored, when their interest is equal to or exceeds that of other shareholders
whose proposal for proprietary Board members was honored.
See sections: B.1.3 and B.1.4
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