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

AMADEUS IT HOLDING, S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEARS ENDED
DECEMBER 31, 2011, AND 2010
(EXPRESSED IN THOUSANDS OF EUROS - KEUR)
On February 23, 2010, the General Shareholders’ Meeting agreed to:
� The application for admission to listing of the Company’s shares.
� Modify the nominal value of the Class ‘A’ shares of the Company from EUR
0.01 to EUR 0.001 per share. Therefore the Company canceled the existing
36,485,467 Class ‘A’ shares, and issued 364,854,670 new Class ‘A’ shares,
each with the new nominal value of EUR 0.001.
� In compliance with the requirements to trade in the Spanish securities market,
it was agreed as well to implement a shares representation system based in
book entries, with the consequential modification of the Corporate By-laws.
� The reduction of the share capital of the Company in an amount of EUR
2,558,548.83 through the purchase by the Company to shareholders of Class
‘B’ shares for further redemption through a capital reduction. This transaction
was carried out in accordance with the legal procedure set out in the former
article 170 of the Spanish Corporation Law (“Ley de Sociedades Anónimas”),
currently article 338 and subsequent of the revised text of the Spanish Capital
Corporation Law (“Texto Refundido de la Ley de Sociedades de Capital”) and
it was done using reserves available for distribution on the Company.
� The performance by the Company of a Initial Public Offering (IPO) of shares
of the Company on behalf of the shareholders.
� The performance of a Public Offer for Subscription (POS) of shares of the
Company.
On April 28, 2010, as a result of the Public Offer for Subscription of the Company’s
shares, a share capital increase of KEUR 83 took place by issuing 82,727,280 Class
A shares with nominal value of EUR 0.001 per share and share premium of EUR
10.999 per share. The listing price of the shares was EUR 11 each which resulted in
an increase of share capital of the Company of KEUR 83 and an increase of
additional paid-in capital of KEUR 909,917.
On that date, the Company acquired 255,854,883 Class ‘B’ shares with a nominal
value of EUR 0.01 each, offering to the shareholders EUR 1.00 for each share.
Immediately after, the Company carried out a share capital reduction through the
cancellation of the Class ‘B’ shares, with the preferential rights that were attached to
the Class ‘B’ Shares removed in advance. This resulted in a reduction of “Noncurrent
debt” in the Consolidated Annual Accounts, as the Class ‘B’ Shares were
presented prior to this event as liabilities in the Consolidated Annual Accounts.
After these transactions, as of December 31, 2010, the Company share capital was
represented by 447,581,950 ordinary shares of a single series with the same rights
and obligations, with a nominal value of EUR 0.001 each. All shares are fully
subscribed and paid.
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