1. About Amadeus
1.1. What are Amadeus’ main areas of activity? Amadeus is a leading transaction processor for the global travel and tourism industry, providing advanced technology solutions to our travel providers (including airlines, hotels, rail operators, cruise and ferry operators, car rental companies, tour operators and insurance companies) and travel agency customers (including online and offline travel agencies) worldwide.
The company is divided into two main business areas: Distribution and IT Solutions:
• Through our Distribution business area, we act as a global network that connects travel providers with online and offline travel agencies, facilitating the distribution of travel products and services through a digital marketplace. We also offer technology solutions, such as real-time search, pricing, booking, ticketing and other processing solutions (mid- and back-office systems) to certain travel agency customers and to travel providers.
• Through our IT Solutions business area we offer travel providers (today, principally airlines) an extensive portfolio of technology solutions which automate certain mission-critical business processes, such as reservations, inventory management and departure control.
In both cases we operate a transaction-based pricing model, which links our revenue to global travel volumes rather than travel spending, thus reducing the volatility of our financial results.
We have two key categories of customers: travel providers and travel agencies. To a much more limited extent, we also provide certain products and services to travel buyers, including corporate travel departments and end consumers.
1.2. In which countries does Amadeus operate? Amadeus has central sites in Madrid (corporate headquarters and marketing), Nice (product and development) and Erding (operations and data processing centre) and regional offices in Miami, Buenos Aires, Bangkok and Dubai.
In addition, Amadeus has 73 local offices, the Amadeus Commercial Organisations (ACOs), covering 195 countries. Our ACOs support both the distribution and IT business areas on the ground, benefitting from economies of scale through a shared customer support infrastructure. Thanks to our ACOs our local account managers provide local knowledge and improved access to customers: we can be both geographically and culturally closer to our customers.
The map below indicates the countries in which we have a local presence and the location of Amadeus’ central and regional centres.
1.3. How many employees does Amadeus have? The Amadeus group employs over 11,037 employees worldwide, with 123 nationalities represented at the central offices.
2. Share and dividends
2.1. When did Amadeus begin trading? On April 29, 2010 Amadeus began trading on the Spanish Stock Exchanges.
2.2. In which stock exchanges does Amadeus trade? The shares of Amadeus IT Holding, S.A. are listed on the Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia, and are traded through the Automated Quotation System (Continuous Market).
2.3. In which indices are Amadeus shares included? According to Bloomberg, as of March 11, 2013 Amadeus IT Holding, S.A. was included in 61 indices, under the ticker symbol AMS.
The main indices in which Amadeus IT Holding, S.A. trades are the Spanish selective index IBEX 35, with a relative weight of 2.619% as of March 11, 2013 (source: Bloomberg) and the Eurostoxx 600 index.
2.4. Does Amadeus have an ADR programme? Amadeus does not have a sponsored ADR programme.
2.5. How many of Amadeus’ shares are issued and outstanding? The share capital of Amadeus IT Holding, S.A. is 4,475,819.50 euros, represented by 447,581,950 shares of 0.01 euros of nominal value each, corresponding to a single class.
As of March 11, 2013 the company holds 3,571,810 Treasury Shares of 0.01 euros nominal value representing 0.80% of the share capital. As of that date, Amadeus had 444,010,140 outstanding shares.
2.6. Does Amadeus have treasury shares? As of March 11, 2013 the company holds 3,571,810 Treasury Shares of 0.01 euros nominal value representing 0.80% of the share capital.
2.7. Do Amadeus’ treasury shares have voting rights? Do they get paid a dividend? The voting rights of the treasury shares are suspended for as long as the shares are held by our company.
The treasury shares are not paid a dividend.
2.8. What dividends have been paid so far and when? At the Shareholders’ General Meeting held on June 21, 2012 our shareholders approved the annual dividend for 2011. The total value of the dividend was €165.6 million, representing a pay-out of 35.5% of the 2011 Reported profit for the year (excluding extraordinary items related to the IPO), or €0.37 per share (gross). Regarding the payment, an interim amount of €0.175 per share (gross) was paid on January 30, 2012 and the final dividend of €0.195 per share (gross) was paid in July 27, 2012. In 2012, the Board of directors will submit to the General Shareholders Meeting for approval a gross dividend of €0.50 per share, including an interim dividend of €0.25 per share (gross), which was paid on January 30, 2013. Based on this, the proposed appropriation of the 2012 results included in our 2012 audited consolidated financial statements of Amadeus IT Holding, S.A. and subsidiaries includes a total amount of €223.8 million corresponding to dividends pertaining to the financial year 2012 On November 30, 2011 the Board of Directors of Amadeus IT Holding, S.A. approved the distribution of an interim gross dividend from the profit for fiscal year 2011 of a fixed amount of € 0.175 per share (payable to each of the existing and outstanding shares with dividend rights at the date of payment). The payment in full of the 2011 interim dividend was made effective on January 30, 2012.
On February 23, 2012 the Board of Directors of Amadeus IT Holding, S.A. formulated the annual accounts corresponding to the year ended December 31, 2011, and subsequently submited to the Shareholders' General Meeting for approval a proposal to pay a gross dividend of € 0.37 per share against the results of the financial year closed on December 31, 2011.
The Shareholders' General Meeting, held on June 21, 2012, approved the dividend distribution proposal. The total value of the dividend is €163.6 million, representing a pay-out of 36% of the 2011 reported profit for the year from continuing operations (excluding extraordinary items related to the IPO).
The complementary dividend to achieve the proposed final gross dividend, amounting to € 0.195 per share and payable to each of the existing and outstanding shares with dividend rights at the date of payment, will be paid on July 27, 2012 through the member entities of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), with Banco Bilbao Vizcaya Argentaria, S.A. acting as paying agent.
Prior to this, the company distributed a gross dividend of € 0.30 per share against the profit of the financial year closed on December 31, 2010. The total value of the dividend was €134.3 million, representing a pay-out of 35% of the 2010 reported consolidated profit for the year (excluding extraordinary items related to the IPO).
2.9. When is Amadeus’ next dividend payment scheduled? In 2013, the Board of directors will submit to the General Shareholders Meeting for approval a gross dividend of €0.50 per share, including an interim dividend of €0.25 per share (gross), which was paid on January 30, 2013. Based on this, the proposed appropriation of the 2012 results included in our 2012 audited consolidated financial statements of Amadeus IT Holding, S.A. and subsidiaries includes a total amount of €223.8 million corresponding to dividends pertaining to the financial year 2012.
2.10. Does Amadeus have a share buy-back programme? Amadeus does not currently have a share buy-back programme in place.
2.11. What is Amadeus' dividend policy? The Board of Amadeus IT Holding, S.A., in the meeting held on October 18, 2012, reviewed the dividend policy of the Company, increasing the proposed pay-out ratio to between 40% and 50% of the consolidated profit (excluding extraordinary items), compared to the previous policy, fixed in 2010, which consisted of a pay-out ratio of between 30% and 40%. The new dividend policy, applicable to the period of 2012 and onwards, also establishes the payment of an interim dividend related to the results of each financial period.
3. Investor services and information
3.1. How do I subscribe to Amadeus’ mailing list? To subscribe to our mailing list click here.
The Investor Relations mailing list will receive the Amadeus’ quarterly financial information, as filed with the Spanish stock exchange regulator (the CNMV), as well as relevant press releases containing operating and financial information.
3.2. When is Amadeus’ next reporting date? The Q1 2013 results will be reported in May 2013.
3.3. How do I contact the Investor Relations department? To access the Investor Relations contact details click here.
4. Amadeus Shareholders’ General Meeting
4.1. When is the next Amadeus Shareholders’ General Meeting? Where will it take place? The next Shareholders' General Meeting of Amadeus IT Holding S.A. has been called and will be held in Madrid. Exact date, time and venue TBD (will take place in June)
4.2. How can I register to attend the next Amadeus Shareholders’ General Meeting? In accordance with the Company's bylaws and the Regulations of the General Shareholders'Meeting, the Meeting may be attended by any shareholder owning at least 300 SHARES, either alone or in a pool with other shareholders, and having the shares representing the said capital registered in the relevant register of book entries at least 5 days before the date when the meeting will be held.
4.3. How can I exercise my voting rights in the Amadeus Shareholders’ General Meeting? The procedures for voting on the resolutions are governed by the provisions of articles 24 of the corporate Bylaws and the 19 of the Regulations of the General Shareholders'Meeting. The exercise of the right to vote to the items included in the agenda may be delegated or performed by the shareholder by postal or electronic mail or by any other remote communications means, provided that the Company has established procedures duly guaranteeing the identity of the person exercising his vote and evidence of the identity and status ( shareholder or Proxy holder) of votes, of the number of shares voting and the direction of the vote. The accepted remote communication means are the following:
The shareholder may cast his vote sending to the company's registered offfice c/ Salvador de Madariaga, 1 28027 Madrid -Depto de relacion con Inversores- the voting card issued by the entity in charge of the register of book entries, duly signed and completed by the shareholder. Legal persons should enclose a notarial certificate of the powers of the attorney of the proxy holder signing the voting card.
- By electronic means
Natural personsn may cast their vote as provided for on the Company's website http://www.investors.amadeus.com/english/shareholders_general_meeting/next_general_meeting/ following the instructions given to that effect, by using the electronic signature or electronic National Identity Card.
-Common provisions for remote communications means
The validity of the vote cast by remote communication means is subject to verification of the details provided by the shareholder against the file X25 provided by IBERCLEAR. In the event of discrepancy between the number of shares notified by the shareholder casting his vote by remote means and the said file, the latter prevail.
Votes cast by remote means must be receive by hte IR department by 11.00 on 19 June 2012.Those received after this deadline shall be considered as not cast.
5. Corporate Governance
5.1. Is there a Shareholders’ Agreement in place in Amadeus? There is a Shareholders' Agreement in place, which regulates the relations between the shareholders of the company, as co-investors, and their relation with the company. Among others, this agreement regulates the scheme applicable to the transfer of the Company’s shares as regards lock-up periods as well as for an orderly sale procedure, inter alia.
This shareholders’ agreement was signed by Société Air France, Amadelux Investments, S.à.r.l. (subsequently split into Amadecin S.à.r.l. and Idomeneo S.à.r.l.), Iberia Líneas Aéreas de España, S.A., Lufthansa Commercial Holding GmbH, Deutsche Lufthansa AG and Amadeus IT Holding, S.A. on April 8, 2010 (effective April 29, 2010, the date of admission to trading of the shares of Amadeus IT Holding, S.A.).
On July 9, 2010, pursuant to the demerger of Amadelux Investments S.à.r.l. (effective as of the same date), the resulting companies Amadecin S.à.r.l and Idomeneo S.à.r.l. subscribed to the aforementioned shareholders' agreement.
On July 6, 2011, as a consequence of an accelerated book building of Amadeus IT Holding, S.A. shares, addressed to qualified investors and carried out by Amadecin S.à.r.l. and Idomeneo S.à.r.l, the aforementioned entities decreased their respective holding in Amadeus below 3.5%, and exercised the right to terminate their participation in the shareholders' agreement.
5.2. Who are Amadeus' Board Members? Please click here to see the biographies of Amadeus' Board of Directors.
6. Corporate Social Responsibility
6.1. What is Corporate Responsibility in Amadeus? Corporate Responsibility at Amadeus begins with our commitment to upholding the highest standards of integrity and accountability, and continues with our obligation to integrating social and environmental objectives into our business strategy and operations. In a nutshell, we want to make a significant contribution to the world around us. We do this by leveraging our expertise, experience and technology to enable economic, social and environmental advancement in sustainable tourism and travel through the intelligent application of technology and innovation.
Therefore, at Amadeus, Corporate Responsibility is conceived as a business model that goes beyond the normal, the expected and the everyday. We developed our CR framework, Travel Further, based on this approach. Travel Further was born from an aspiration to deliver beyond what is required and achieve more than simple commercial growth to ensure a positive contribution to our world.
Through Travel Further, we seek not only to create sustainable economic growth, but also to generate opportunities and improve fairness in society by contributing to social development. We also contribute to society through the professionalism, integrity and value of our workforce, and we believe in our responsibility to protect our environment.
We are committed to listening to and engaging with our stakeholders to create strong and long-lasting relationships based on trust.
Our main stakeholders are: shareholders, employees, customers, suppliers, the environment and society as a whole. As part of our CR policy, Amadeus strives to respond to their expectations, focusing on communicating in an efficient and open manner.
To read more about Corporate Responsibility in Amadeus, please see our Travel Further website.
6.2. Does Amadeus publish a sustainability report? Yes, we publish a Corporate Responsibility report on an annual basis. To read the latest report click here.
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