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12MAR201413475774

OFFERING MEMORANDUM CONFIDENTIAL

eDreams ODIGEOOffering of 36,707,313 Offer Shares at anoffering price of g10.25 per Offer Share

This is a global initial public offering (the ‘‘offering’’) by us and the selling shareholders identified in the sectionentitled ‘‘Principal and Selling Shareholders’’ of this offering memorandum (the ‘‘Selling Shareholders’’) to institutionalinvestors of up to 42,213,410 ordinary shares (the ‘‘Offer Shares’’), with a nominal value of e0.10 each, of eDreamsODIGEO, a public limited liability company (societe anonyme) organized under the laws of the Grand Duchy ofLuxembourg, currently having its registered office at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy ofLuxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et dessocietes de Luxembourg) under number B 159.036 (previously known as LuxGEO Parent S.a r.l.) (the ‘‘Company’’), whichOffer Shares will be issued following the completion of the Shareholder Reorganization (as defined below).

The offering price is e10.25 per Offer Share.

The Selling Shareholders are offering an aggregate of 31,829,264 Offer Shares at the offering price set out above. Inaddition, the Principal Selling Shareholders and Javier Perez-Tenessa de Block, our Chief Executive Officer and Chairman,have granted to J.P. Morgan Securities plc, on behalf of the underwriters, an option to purchase additional Offer Sharesrepresenting up to 15% of the total number of Offer Shares offered by us and the Selling Shareholders in the offering tocover over-allotments, if any. Assuming that the over-allotment option is not exercised, each Selling Shareholder will sell inthe offering the proportion of its Shares immediately following the Shareholder Reorganization (as defined in ‘‘CertainDefinitions’’ below) equal to the same proportion of Shares that each other Selling Shareholder sells in the offering, subjectto certain Selling Shareholders selling less than such common proportion. We will not receive any of the proceeds from thesale of Offer Shares by the Selling Shareholders in the offering.

Prior to this offering, there has been no market for our ordinary shares. We have applied for admission to trading onthe Madrid, Barcelona, Bilbao and Valencia stock exchanges (the ‘‘Spanish Stock Exchanges’’), each of which constitutes aregulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004on markets in financial instruments (the ‘‘MiFID’’) (the ‘‘Admission to Trading’’), and for the quotation on the AutomatedQuotation System (‘‘AQS’’) of the Spanish Stock Exchanges of all ordinary shares with a nominal value of e0.10 each,representing the entire share capital of the Company and issued by the Company under the laws of the Grand Duchy ofLuxembourg (the ‘‘Shares’’), including the Offer Shares. We expect the Shares to commence trading on the Spanish StockExchanges and be quoted on the AQS on or about April 8, 2014 under the symbol ‘‘EDR’’. The Offer Shares will bedelivered through the book-entry facilities of Iberclear against payment of the purchase price to the accounts of purchasersthereof (the ‘‘Settlement’’), which is expected to occur on or about April 10, 2014.

Investing in the Offer Shares involves certain risks. See ‘‘Risk Factors’’ beginning on page 26 of this offeringmemorandum.

The Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended(the ‘‘Securities Act’’) or with any securities regulatory authority of any state of the United States, and may not beoffered or sold within the United States unless the Offer Shares are registered under the Securities Act or anexemption from the registration requirements of the Securities Act is available.

The offering consists of an offering not qualifying as a public offering for the purposes of the ProspectusDirective (as defined below) (i) outside the United States in offshore transactions as defined in, and in compliancewith, Regulation S under the Securities Act and (ii) in the United States to persons reasonably believed to bequalified institutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A under the Securities Act orpursuant to another exemption from, or in a transaction not subject to, the registration requirements of theSecurities Act. Prospective purchasers are hereby notified that the sellers of Offer Shares may be relying on theexemption from the registration provisions of Section 5 of the Securities Act provided by Rule 144A.

For a description of these and other restrictions on transfers of the Offer Shares, see ‘‘Transfer and SellingRestrictions’’.

This offering memorandum does not constitute a prospectus for the purposes of article 5.3 of Directive 2003/71/EC ofthe European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities areoffered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the ‘‘Prospectus Directive’’),and the Luxembourg Law of July 10, 2005 on prospectuses for securities, as amended (loi du 10 juillet 2005 relative auxprospectus pour valeurs mobilieres, telle que modifiee) implementing the Prospectus Directive in Luxembourg (the‘‘Prospectus Law’’), and therefore has not been prepared in accordance with the Prospectus Law and CommissionRegulation (EC) 809/2004 of April 29, 2004, as amended, and has not been approved by or registered with the Commissionde Surveillance du Secteur Financier (‘‘CSSF’’), the Luxembourg financial sector supervisory authority, in its capacity as thecompetent authority in Luxembourg under the Prospectus Law. Accordingly, the Offer Shares may only be offered anddistributed under circumstances which do not require the publication of a prospectus in terms of the Prospectus Directiveor the Prospectus Law.

Joint Global Coordinators and Joint BookrunnersDeutsche Bank J.P. Morgan

Joint BookrunnerJefferies

Joint Lead ManagersBanco Santander Societe Generale Corporate &

Investment BankingThis offering memorandum is dated April 3, 2014

TABLE OF CONTENTS

Page

Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vPresentation of Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiMarket and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xvForward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xviSummary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Summary Financial Information and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Dividends and Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Selected Financial Information and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Unaudited Aggregated Financial Information for the Year Ended March 31, 2012 . . . . . . . . . . 71Management’s Discussion and Analysis of Our Financial Condition and Results of Operations 76Industry Overview and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171Management and Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175Principal and Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194General Information on the Company and the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Description of the Share Capital of the Company and Applicable Regulations . . . . . . . . . . . . 203Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229Transfer and Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR ASOLICITATION OF AN OFFER TO BUY, ANY OFFER SHARES OFFERED HEREBY BY ANY PERSONIN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH ANOFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS OFFERING MEMORANDUM NORANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HASBEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES OR THAT THEINFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATEHEREOF. FOR FURTHER INFORMATION WITH REGARD TO OFFERS AND SALES OF OFFERSHARES, SEE ‘‘TRANSFER AND SELLING RESTRICTIONS’’.

This offering memorandum is highly confidential and has been prepared by us solely for usein the proposed placement through the offering of the Offer Shares. We, the Selling Shareholdersand the Underwriters listed under ‘‘Plan of Distribution’’ (the ‘‘Underwriters’’) reserve the right toreject any offer to purchase the Offer Shares, in whole or in part, for any reason, or to sell less thanall of the Offer Shares being offered in the proposed offering. This offering memorandum ispersonal to the offeree to whom it has been delivered by the Underwriters and does not constitutean offer to any person or to the public in general to subscribe for or otherwise acquire the OfferShares. Distribution of this offering memorandum to any person other than the offeree and thosepersons, if any, retained to advise such offeree with respect thereto is unauthorized, and anydisclosure of any of its contents, without our prior written consent, is prohibited.

Each person receiving this offering memorandum acknowledges that (i) such person has notrelied on the Underwriters or any person affiliated with the Underwriters in connection with anyinvestigation of the accuracy of the information contained herein or its investment decision and(ii) no person has been authorized to give any information or to make any representationconcerning us or the Offer Shares (other than as contained herein and information given by ourduly authorized officers and employees in connection with investors’ examination of us and theterms of this offering) and, if given or made, any such other information or representation shouldnot be relied upon as having been authorized by us, the Selling Shareholders or the Underwriters.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWNEXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THEMERITS AND RISKS INVOLVED WITH RESPECT TO AN INVESTMENT IN THE SHARES. NEITHERTHE U.S. SECURITIES AND EXCHANGE COMMISSION (‘‘SEC’’) NOR ANY STATE SECURITIESCOMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFERSHARES. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THEACCURACY OR TRUTHFULNESS, OR DETERMINED THE ADEQUACY, OF THIS OFFERINGMEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THEUNITED STATES.

Investors should exclusively rely on the information contained in this offering memorandum.None of us, any Selling Shareholder or any of the Underwriters has authorized anyone to providepotential investors with information different from that contained in this offering memorandum. Noneof us, any Selling Shareholder or any of the Underwriters, or any of their respective representatives,is making any representation to any offeree or purchaser of the Offer Shares regarding the legalityof an investment in the Offer Shares by such offeree or purchaser under the laws applicable tosuch offeree or purchaser. Each investor should consult with its own advisors as to the legal, tax,business, financial and related aspects of a purchase of the Offer Shares.

The Underwriters make no representation or warranty, express or implied, as to the accuracyor completeness of the information contained in this offering memorandum, and nothing containedin this offering memorandum is, or shall be relied upon as, a promise or representation by theUnderwriters or their affiliates or advisors, whether as to the past or the future. The informationcontained in this offering memorandum is accurate only as of the date of this offeringmemorandum, regardless of the time of delivery of this offering memorandum or any offering orsale of the Offer Shares.

The information contained in this offering memorandum is accurate only as of the date of thisoffering memorandum.

The distribution of this offering memorandum and the offering of Offer Shares are restricted bylaw in certain jurisdictions, and this offering memorandum may not be used in connection with any

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offer or solicitation in any such jurisdiction or to any person to whom it is unlawful to make suchoffer or solicitation. No action has been or will be taken in any jurisdiction by us, the SellingShareholders or the Underwriters that would permit a public offering of the Offer Shares orpossession or distribution of a prospectus in any jurisdiction where action for that purpose wouldbe required. This offering memorandum may not be used for, or in connection with, and does notconstitute an offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to makesuch an offer or solicitation. Persons into whose possession this offering memorandum may comeare required by us, the Selling Shareholders and the Underwriters to inform themselves about andto observe these restrictions. Neither we, the Selling Shareholders nor any of the Underwritersaccept any responsibility for any violation by any person, whether or not such person is aprospective purchaser of the Offer Shares, of any of these restrictions. For further information, see‘‘Transfer and Selling Restrictions’’.

Each Underwriter that is regulated in the United Kingdom by the Financial Conduct Authority,is acting exclusively for the Company and the Selling Shareholders, and no one else in connectionwith the offering and will not be responsible to anyone other than the Company or the SellingShareholders, for providing the protections afforded to its clients or for providing advice inconnection with the offering or any other matters referred to in this offering memorandum.

The Underwriters are acting exclusively for the Company and no one else in connection withthe offering. They will not regard any other person (whether or not a recipient of this document) astheir respective clients in relation to the offering and will not be responsible to anyone other thanthe Company for providing the protections afforded to their respective clients nor for giving advicein relation to the offering or any transaction or arrangement referred to herein.

This offering memorandum has been prepared on the basis that all offers of Offer Sharesusing this offering memorandum will be made pursuant to an exemption under the ProspectusDirective, as implemented in member states of the European Economic Area (‘‘EEA’’), from therequirements to produce a prospectus for offers of securities. Accordingly, any person making orintending to make an offer within the EEA of Offer Shares which are the subject of the offeringcontemplated in this offering memorandum should only do so in circumstances in which noobligation arises for us, our affiliates or representatives, the Selling Shareholders, their affiliates orrepresentatives or any of the Underwriters, their affiliates or representatives to produce a prospectusfor such offer. None of us, any Selling Shareholder or any Underwriter has authorized, and none ofus authorizes, the making of any offer of Offer Shares through any financial intermediary, other thanoffers made by the Underwriters that constitute the final placement of Offer Shares contemplated inthis offering memorandum. This offering memorandum is an advertisement, is not a prospectus forthe purposes of the Prospectus Directive or the Prospectus Law and has not been approved by orregistered with the CSSF.

NOTICE TO U.S. INVESTORS

The Offer Shares have not been, and will not be, registered under the Securities Act or withany securities regulatory authority of any state of the United States, and may not be offered or soldwithin the United States unless the Offer Shares are registered under the Securities Act or anexemption from, or in a transaction not subject to, the registration requirements of the Securities Actis available. The offering consists of an offering not qualifying as a public offering for the purposesof the Prospectus Directive of Offer Shares (i) outside the United States in offshore transactions asdefined in, and in compliance with, Regulation S under the Securities Act and (ii) in the UnitedStates to persons reasonably believed to be qualified institutional buyers (‘‘QIBs’’) as defined in,and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or ina transaction not subject to, the registration requirements of the Securities Act. Prospectivepurchasers are hereby notified that the sellers of the Offer Shares may be relying on the exemptionfrom the registration provisions of Section 5 of the Securities Act provided by Rule 144A.

For a description of certain restrictions on resales relating to the Offer Shares, see ‘‘Transferand Selling Restrictions’’.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED

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STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRECONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OFSTATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, ORRECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. ITIS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OFTHIS PARAGRAPH.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

In the United Kingdom, this offering memorandum is only being distributed to, and is onlydirected at, and any investment or investment activity to which this offering memorandum relates isavailable only to, and will be engaged in only with, persons (i) having professional experience inmatters relating to investments who fall within the definition of ‘‘investment professionals’’ inArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the‘‘Order’’); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, orother persons to whom it may otherwise be lawfully communicated (all such persons togetherbeing referred to as ‘‘relevant persons’’). Persons who are not relevant persons should not take anyaction on the basis of this offering memorandum and should not act or rely on it.

This offering memorandum is only being distributed to, and is only directed at, persons in theUnited Kingdom who are ‘‘qualified investors’’ as defined in Section 86(7) of the Financial Servicesand Markets Act 2000, as amended (the ‘‘FSMA’’) or otherwise in circumstances which do notrequire the publication by the Company of a prospectus pursuant to section 85(1) of the FSMA.

INFORMATION FOR INVESTORS IN CERTAIN COUNTRIES

For information for investors in certain countries, see ‘‘Transfer and Selling Restrictions’’.

STABILIZATION

IN CONNECTION WITH THE OFFERING, J.P. MORGAN SECURITIES PLC, AS STABILIZATIONAGENT ACTING ON BEHALF OF ITSELF AND THE OTHER UNDERWRITERS MAY, TO THEEXTENT PERMITTED BY APPLICABLE LAW, AT ITS DISCRETION, ENGAGE IN TRANSACTIONSTHAT STABILIZE, SUPPORT, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE OFFERSHARES FOR A PERIOD OF 30 CALENDAR DAYS FROM THE DATE THE SHARES (INCLUDINGTHE OFFER SHARES) COMMENCE TO TRADE ON THE SPANISH STOCK EXCHANGES. THESTABILIZATION PERIOD IS EXPECTED TO COMMENCE ON APRIL 8, 2014 AND TO END ONMAY 8, 2014. SUCH TRANSACTIONS MAY BE EFFECTED ON THE SPANISH STOCK EXCHANGES,THE OVER-THE-COUNTER MARKET OR OTHERWISE. EXCEPT AS REQUIRED BY LAW, NONE OFJ.P. MORGAN SECURITIES PLC, ANY OF ITS AGENTS OR ANY OF THE UNDERWRITERSINTENDS TO DISCLOSE THE EXTENT OF ANY STABILIZATION AND/OR OVER-ALLOTMENTTRANSACTIONS IN CONNECTION WITH THE OFFERING.

THESE STABILIZATION ACTIVITIES MAY RAISE OR MAINTAIN THE MARKET PRICE OF THEOFFER SHARES ABOVE INDEPENDENT MARKET LEVELS OR PREVENT OR RETARD A DECLINEIN THE MARKET PRICE OF THE SHARES (INCLUDING THE OFFER SHARES). NONE OFJ.P. MORGAN SECURITIES PLC, ANY OF ITS AGENTS OR ANY OF THE UNDERWRITERS ISREQUIRED TO ENGAGE IN THESE ACTIVITIES AND, IF COMMENCED, THESE ACTIVITIES MAYBE DISCONTINUED AT ANY TIME. THERE CAN BE NO ASSURANCE THAT ANY SUCH ACTIVITIESWILL BE UNDERTAKEN. ACCORDINGLY, NO ASSURANCE CAN BE GIVEN AS TO THE LIQUIDITYOF, OR TRADING MARKETS FOR, THE SHARES.

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CERTAIN DEFINITIONS

In this offering memorandum, unless the context otherwise requires:

• ‘‘1915 Law’’ refers to the Luxembourg law of August 10, 1915 on commercial companies, asamended;

• ‘‘2001 Law’’ refers to the Luxembourg law of August 1, 2001 on the circulation of securities,as amended;

• ‘‘2011 Law’’ refers to the Luxembourg law of May 24, 2011 on the exercise of certain rightsof shareholders in general meetings of listed companies, as amended;

• ‘‘2013 Law’’ refers to the Luxembourg law of April 6, 2013 on dematerialized securities, asamended;

• ‘‘2018 Notes’’ refers to the e325 million aggregate principal amount of GDF’s 7.500% SeniorNotes due 2018 issued by GDF on January 31, 2013 under the 2018 Notes Indenture;

• ‘‘2018 Notes Indenture’’ refers to the indenture governing the 2018 Notes dated January 31,2013, as amended and supplemented from time to time, by and among GDF, as issuer,Deutsche Trustee Company Limited, as Trustee and the other parties named therein;

• ‘‘2019 Notes’’ refers to the e175 million aggregate principal amount of GTF’s 10.375%Senior Notes due 2019 issued by GTF on April 21, 2011 under the 2019 Notes Indenture;

• ‘‘2019 Notes Indenture’’ refers to the indenture governing the 2019 Notes dated April 21,2011, as amended and supplemented from time to time, by and among GTF, as issuer,Deutsche Trustee Company Limited, as Trustee and the other parties named therein;

• ‘‘Absorbed Companies’’ refers to the companies referred to in ‘‘Principal and SellingShareholders—Shareholder Reorganization—Shareholder Reorganization’’;

• ‘‘Admission to Trading’’ refers to the admission to trading of our Shares on the SpanishStock Exchanges;

• ‘‘Amadeus’’ refers to Amadeus IT Group, S.A.;

• ‘‘ARC’’ refers to the Airlines Reporting Corporation, Arlington, Virginia;

• ‘‘Ardian’’ refers to Ardian France S.A. (formerly known as AXA Investment Managers PrivateEquity Europe);

• ‘‘Ardian Funds’’ refers to funds advised or managed by Ardian;

• ‘‘Ardian Vehicles’’ refers to AXA LBO Fund IV FCPR, AXA LBO Fund IV Supplementary FCPRand AXA Co-Investment Fund III L.P.;

• ‘‘Articles of Incorporation’’ refers to the articles of incorporation of the Company, asamended from time to time;

• ‘‘Axeurope’’ refers to Axeurope S.A., a public limited liability company (societe anonyme)organized under the laws of the Grand Duchy of Luxembourg, with its registered office at21, boulevard Grande Duchesse Charlotte, L-1331 Luxembourg, registered with theLuxembourg Register of Commerce and Companies (Registre de commerce et des societesde Luxembourg) under number B 159.139;

• ‘‘Board of Directors’’ refers to the board of directors (conseil d’administration) of theCompany;

• ‘‘BSP’’ refers to a billing and settlement plan;

• ‘‘CAGR’’ refers to compound annual growth rate;

• ‘‘CET’’ refers to Central European Time;

• ‘‘charter flights’’ refers to flights on chartered aircrafts offered on an ad hoc basis;

• ‘‘CGU’’ refers to cash generating units;

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• ‘‘CNMV’’ refers to the Comision Nacional del Mercado de Valores, the Spanish securitiesregulator;

• ‘‘Combination’’ refers to the combination of the eDreams Group with the GoVoyages Groupand the Opodo Group to form eDreams ODIGEO, which was achieved through acontribution to the Company of the eDreams Group by the Permira Funds and theGoVoyages Group by the Ardian Funds in exchange for shares of the Company and theacquisition by a subsidiary of the Company of 100% of the share capital of Opodo fromAmadeus IT Group, S.A. (‘‘Amadeus’’) effective June 30, 2011 (the ‘‘Opodo Acquisition’’);

• ‘‘Company’’ refers to eDreams ODIGEO, a public limited liability company (societe anonyme)organized under the laws of the Grand Duchy of Luxembourg, having its registered office at282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg, and registeredwith the Luxembourg Register of Commerce and Companies (Registre de commerce et dessocietes de Luxembourg) under number B 159.036 (previously known as ‘‘LuxGEO ParentS.a r.l.’’);

• ‘‘Consolidated Annual Financial Statements’’ refers to the audited consolidated financialstatements of the Company and its subsidiaries as of and for the years ended March 31,2013 and March 31, 2012, including the notes thereto;

• ‘‘Consolidated Financial Statements’’ refers to the Consolidated Annual Financial Statementsand the Consolidated Interim Financial Statements;

• ‘‘Consolidated Interim Financial Statements’’ refers to the unaudited consolidated financialstatements of the Company and its subsidiaries as of December 31, 2013 and for thenine-month periods ended December 31, 2013 and December 31, 2012, respectively,including the notes thereto;

• ‘‘Convertible Subordinated Shareholder Bonds’’ refers to the convertible bonds issued byGTF on June 30, 2011 to Axeurope and Luxgoal in connection with the Opodo Acquisitionand the simultaneous formation of the eDreams ODIGEO Group;

• ‘‘CSSF’’ refers to the Commission de Surveillance du Secteur Financier, the Luxembourgsecurities regulator;

• ‘‘Direct Connect’’ and ‘‘Direct Connects’’ refer to the proprietary technology we use todistribute certain network and low-cost carrier flight products (and where the contextrequires, such flight products) by either connecting customers directly to an airline’sproprietary inventory platform that we can access under a formal agreement or by facilitatingcustomers to book via an airline’s public access website, in each case, without theintermediation of a GDS;

• ‘‘Director’’ refers to a member of the Board of Directors;

• ‘‘DTA’’ refers to deferred tax asset;

• ‘‘Dynamic Packages’’ refers to dynamically priced packages consisting of a flight productand a hotel booking that travelers customize based on their individual specifications bycombining select products from different travel suppliers through us;

• ‘‘eDreams’’ and ‘‘eDreams Group’’ refer to eDreams Inc., a corporation organized under thelaws of the State of Delaware on January 28, 1999, and its subsidiaries, and where thecontext requires, the brands associated with such entities;

• ‘‘eDreams ODIGEO’’, ‘‘eDreams ODIGEO Group’’, ‘‘we’’, ‘‘us’’ and ‘‘our’’ refer to theCompany and its subsidiaries;

• ‘‘EUR’’, ‘‘euro’’ and ‘‘e’’ refer to the single currency introduced at the start of the third stageof the European Economic Monetary Union pursuant to the Treaty on the Functioning of theEuropean Union, as amended from time to time;

• ‘‘Eurozone’’ refers to the region composed of members states of the European Union that atthe relevant time have adopted the euro;

• ‘‘Five Arrows Vehicles’’ refers to FA GOAL Co-Invest I, FCPR Five Arrows PrincipalInvestments, FCPR Five Arrows Principal Investments B and FCPR Five Arrows

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Co-Investments, which are investment vehicles affiliated with Rothschild and have historicallyinvested in the Company together with Ardian;

• ‘‘flight business’’ refers to our operations relating to the sale of flight products;

• ‘‘flight products’’ refers to flight bookings (network carrier, low-cost carrier and charterflights), as well as related travel insurance;

• ‘‘GBP’’, ‘‘sterling’’, ‘‘pounds sterling’’, or ‘‘£’’ refer to the lawful currency of the UnitedKingdom;

• ‘‘GDP’’ refers to gross domestic product;

• ‘‘GDF’’ refers to Geo Debt Finance S.C.A., a partnership limited by shares (societe encommandite par actions) organized under the laws of the Grand Duchy of Luxembourg,having its registered office at 282, route de Longwy, L-1940 Luxembourg and registered withthe Luxembourg Register of Commerce and Companies (Registre de commerce et dessocietes de Luxembourg) under number B 172.797;

• ‘‘GDS’’ refers to a global distribution system, also referred to as a computer reservationservice, which provides a centralized, comprehensive repository of travel products, includingavailability and pricing of seats on airline flights and hotel accommodations;

• ‘‘Go Volo’’ refers to one of the brands associated with the GoVoyages Group;

• ‘‘GoVoyages’’ and ‘‘GoVoyages Group’’ refer to, before the Combination, Lyparis and itssubsidiaries and, following the Combination, GoVoyages S.A.S. and GoVoyagesTrade S.A.S., and where the context requires, the brands associated with such entities;

• ‘‘GTF’’ refers to Geo Travel Finance S.C.A., a partnership limited by shares (societe encommandite par actions) organized under the laws of the Grand Duchy of Luxembourg,having its registered office at 282, route de Longwy, L-1940 Luxembourg and registered withthe Luxembourg Register of Commerce and Companies (Registre de commerce et dessocietes de Luxembourg) under number B 159.022;

• ‘‘IATA’’ refers to the International Air Transport Association;

• ‘‘Iberclear’’ refers to the Sociedad de Gestion de los Sistemas de Registro, Compensacion yLiquidacion de Valores, S.A.;

• ‘‘IFRS’’ refers to the International Financial Reporting Standards as adopted by theEuropean Union;

• ‘‘Indentures’’ collectively refers to the 2019 Notes Indenture and the 2018 Notes Indenture;

• ‘‘Intercreditor Agreement’’ refers to the Intercreditor Agreement entered into on February 18,2011, as amended and restated from time to time, including as amended by theamendment and restatement agreements dated April 15, 2011 and January 31, 2013,among, inter alia, GTF, the Trustee, certain lenders and Societe Generale as security agent;

• ‘‘Liligo’’ refers to Findworks Technologies S.A., a public limited liability company (societeanonyme) organized under the laws of France, with its registered office at 4, allee verte,F-75011 Paris, France, registered with the French Registre du Commerce et des Societesunder number 483 314 134, and where the context requires, the brands associated withsuch entity;

• ‘‘Liligo Acquisition’’ refers to the acquisition by us of all shares in FindworksTechnologies S.A. that was consummated on October 2, 2013;

• ‘‘Link Entity’’ refers to BNP Paribas Securities Services, Sucursal en Espana;

• ‘‘LMV’’ refers to the Spanish law of July 28, 1988 on the securities market (Ley 24/1988, de28 julio, del Mercado de Valores), as amended, including by the Spanish law of October 4,2011 (Ley 32/2011, de 4 octubre, por la que se modifica la Ley 24/1988, de 28 julio, delMercado de Valores);

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• ‘‘low-cost carrier’’ refers to an airline with a lower operating cost structure than competitorsthat generally offers lower ticket fares and limited services, often charging for extra serviceslike food, priority boarding, seat allocation and baggage;

• ‘‘Luxembourg’’ refers to the Grand Duchy of Luxembourg;

• ‘‘Luxembourg GAAP’’ refers to the accounting principles generally accepted in Luxembourg;

• ‘‘LuxCSD Principal Agent’’ refers to BNP Paribas Securities Services, Luxembourg branch;

• ‘‘LuxGEO’’ refers to LuxGEO S.a r.l., a private limited liability company (societe aresponsabilite limitee) organized under the laws of the Grand Duchy of Luxembourg, with itsregistered office at 282, route de Longwy, L-1940 Luxembourg and registered with theLuxembourg Register of Commerce and Companies (Registre de commerce et des societesde Luxembourg) under number B 152.198. LuxGEO is an indirect wholly owned subsidiaryof the Company;

• ‘‘Luxgoal’’ refers to Luxgoal S.a r.l., a private limited liability company (societe aresponsabilite limitee) organized under the laws of the Grand Duchy of Luxembourg, with itsregistered office at 282, route de Longwy, L-1940 Luxembourg and registered with theLuxembourg Register of Commerce and Companies (Registre de commerce et des societesde Luxembourg) under number B 152.268;

• ‘‘Luxgoal 2’’ refers to Luxgoal S.a r.l., a private limited liability company (societe aresponsabilite limitee) organized under the laws of the Grand Duchy of Luxembourg, with itsregistered office at 282, route de Longwy, L-1940 Luxembourg and registered with theLuxembourg Register of Commerce and Companies (Registre de commerce et des societesde Luxembourg) under number B 164.796;

• ‘‘Luxgoal 3’’ refers to Luxgoal 3 S.a r.l., a private limited liability company (societe aresponsabilite limitee) organized under the laws of the Grand Duchy of Luxembourg, with itsregistered office at 282, route de Longwy, L-1940 Luxembourg and registered with theLuxembourg Register of Commerce and Companies (Registre de commerce et des societesde Luxembourg) under number B 184.368;

• ‘‘Lyeurope’’ refers to Lyeurope S.A.S., a societe par actions simplifiee organized under thelaws of France, with its registered office at 14 rue de Clery, 75002 Paris (France), registeredwith the French Registre du Commerce et des Societes under number 522 727 700 RCSParis, which was created for purposes of the acquisition of the GoVoyages group by ArdianFrance S.A. in July 2010 and which is the holding company of Lyparis;

• ‘‘Lyparis’’ refers to Lyparis S.A.S., a societe par actions simplifiee unipersonnelle organizedunder the laws of France, with its registered office at 14 rue de Clery, 75002 Paris (France)and registered with the French Registre du Commerce et des Societes undernumber 491 249 520 RCS Paris, a direct 100% owned subsidiary of Lyeurope;

• ‘‘Minority Shareholders’’ refers to certain current and former employees of the Company(including Javier Perez-Tenessa de Block, our founder, Chief Executive Officer and Chairmanof our Board of Directors, and other members of our Senior Management Leadership Team)and ‘‘friends and family’’ shareholders of the Company who, immediately following thecompletion of the Shareholder Reorganization, will in the aggregate hold approximately8.1% of the issued and outstanding Shares;

• ‘‘Minority Selling Shareholders’’ refers to Minority Shareholders who elect to sell Shares inthe offering;

• ‘‘multi-GDS flight products’’ refers to products whereby the components (e.g., the outboundflight and the inbound flight) are sourced via different GDSs;

• ‘‘net fare flight products’’ refers to flight products the fares of which are negotiated withairlines;

• ‘‘network carrier’’ refers to an airline which typically has an international route network andactively markets connecting flights via airline hub airports and provides the transfer servicesfor passengers and their baggage;

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• ‘‘NOLs’’ refers to net operating losses;

• ‘‘non-flight business’’ refers to our operations relating to the sale of non-flight products, aswell as other non-travel activities such as advertising on our websites, incentives we receivefrom payment processors, charges on toll calls and Liligo’s metasearch activity;

• ‘‘non-flight products’’ principally refers to hotel bookings, Dynamic Packages, car rentalsand vacation packages, as well as related travel insurance;

• ‘‘Nordics’’ refers to Denmark, Finland, Norway and Sweden;

• ‘‘Notes’’ collectively refers to the 2019 Notes and the 2018 Notes;

• ‘‘Offer Shares’’ refers to the Shares offered by us and the Selling Shareholders pursuant tothis offering memorandum;

• ‘‘Opodo’’ and ‘‘Opodo Group’’ refer to Opodo Limited and its subsidiaries, and where thecontext requires, the brands associated with such entities;

• ‘‘Opodo Acquisition’’ refers to the acquisition of Opodo Limited by LuxGEO S.a r.l. fromAmadeus IT Group, S.A. that was consummated on June 30, 2011;

• ‘‘Opodo Tours’’ refers to Opodo Tours GmbH, a limited liability company (Gesellschaft mitbeschrankter Haftung) organized under the laws of Germany, with its registered office atMonckebergstraße 27, 20095 Hamburg (Germany), registered with the Commercial Registerof the District Court of Hamburg (Handelsregister des Amtsgerichtes Hamburg) undernumber HRB 115167, all shares in which have been sold by Opodo to SevenVentures GmbH, Unterfohring (Germany) and Mr. Frank Riecke, Hamburg (Germany)pursuant to a share purchase agreement dated July 3, 2012, effective August 14, 2012, andsubsequently renamed TROPO GmbH;

• ‘‘Orders’’ refers to delivered transactions, i.e., Bookings (see ‘‘Presentation of Financial andOther Data—Non-GAAP Measures’’), as well as transactions that are ultimately notprocessed, for example, due to credit card issues;

• ‘‘OTA’’ refers to online travel agencies;

• ‘‘Other Ardian Co-investors’’ refers to CM CIC Investissement SAS, CIC Mezzanine 2 FCPR,Massena Special Recovery FCPR and Dentressangle Initiatives SAS, which have historicallyinvested in the Company together with Ardian;

• ‘‘overcommissions’’ refers to commissions paid by certain travel suppliers based on theyear-end achievement of pre-defined targets;

• ‘‘Paying Agent’’ refers to BNP Paribas Securities Services, Sucursal en Espana;

• ‘‘Permira Funds’’ refers to one or more funds advised by Permira Asesores, S.L. or affiliatedentities;

• ‘‘Principal Selling Shareholders’’ refers to Luxgoal 3, the Ardian Funds, Willinvest & GMPI,the Five Arrows Vehicles, Luxgoal 2 and the Ardian Co-investors who, immediately followingthe completion of the Shareholder Reorganization, will in the aggregate hold approximately91.9% of the issued and outstanding Shares;

• ‘‘Principal Shareholders’’ refers to Luxgoal 3, the Ardian Funds, Willinvest & GMPI, the FiveArrows Vehicles, Luxgoal 2 and the Ardian Co-investors;

• ‘‘Principal Shareholder Group’’ refers to Luxgoal 3 together with its affiliates and/or theArdian Funds together with their affiliates;

• ‘‘Prospectus Directive’’ refers to Directive 2003/71/EC of the European Parliament and of theCouncil of November 4, 2003 on the prospectus to be published when securities are offeredto the public or admitted to trading and amending Directive 2001/34/EC, as amended;

• ‘‘Prospectus Law’’ refers to the Luxembourg law of July 10, 2005 on prospectuses forsecurities, as amended (loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilieres,telle que modifiee);

• ‘‘ReallyLateBooking’’ refers to IIPIR Software Development S.L., a limited liability company(Sociedad Limitada) organized under the laws of Spain, having its registered office at Santa

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Catalina street 11 3 B, Majadahonda, 28220, Madrid, Spain, and registered with the MadridCommercial Register (Registro Mercantil de Madrid) under number B 862 333 68;

• ‘‘regular flights’’ refers to flight products on a network or low-cost carrier;

• ‘‘Revolving Credit Facility’’ refers to the revolving facilities and letters of credit and guaranteefacilities made available under the Revolving Credit Facility Agreement;

• ‘‘Revolving Credit Facility Agreement’’ refers to a revolving credit facility agreement datedJanuary 31, 2013 between, among others, GTF as the parent and obligor, certain of GTF’ssubsidiaries, as borrowers and guarantors, Credit Suisse International, Goldman SachsInternational, Lloyds TSB Bank plc, Societe Generale and UBS Limited as mandated leadarrangers, and Societe Generale as agent and security agent, as amended and restatedfrom time to time;

• ‘‘sector’’ refers to a part of the travel market;

• ‘‘segment’’ refers to our financial reporting segments of Core and Expansion (for adiscussion, see ‘‘Management’s Discussion and Analysis of Our Financial Condition andResults of Operations—Overview’’);

• ‘‘Selling Shareholders’’ refers to the Principal Selling Shareholders and the Minority SellingShareholders, in each case, as described in the section ‘‘Principal and SellingShareholders’’;

• ‘‘Senior Credit Facilities Agreement’’ refers to the senior credit facilities agreement enteredinto between LuxGEO Parent S.a r.l., the Senior Facilities Agent, the Security Agent, theSenior Lenders thereunder and others dated February 18, 2011, as amended and restatedfrom time to time, which was terminated as of January 31, 2013;

• ‘‘Senior Management’’ refers to the individuals referred to collectively in ‘‘Management andBoard of Directors—Senior Management’’;

• ‘‘Senior Management Leadership Team’’ refers to Javier Perez-Tenessa de Block, ourChairman and Chief Executive Officer, Dana Dunne, our Chief Operating Officer, DavidElızaga, our Chief Financial Officer, Mauricio Prieto, our Chief Marketing Officer, and PhilipeVimard, our Chief Technology Officer;

• ‘‘service fees’’ refers to the total difference between the price at which we source a productand sell that product to a customer, which difference includes, among other components,any mark-up to the price at which we source a product and fees that we charge customersin connection with a booking;

• ‘‘service fees per flight Booking’’ refers to service fees earned in respect of flight productsdivided by the number of flight Bookings;

• ‘‘Settlement’’ refers to the delivery of the Offer Shares through the book-entry facilities ofIberclear against payment of the purchase price to the accounts of purchasers thereof;

• ‘‘Shareholders’’ refers to the shareholders of the Company;

• ‘‘Shareholders’ Agreement’’ refers to the shareholders’ agreement entered into on April 3,2014 by and among Luxgoal 3, the Ardian Funds and Javier Perez-Tenessa de Block inrespect of the Company;

• ‘‘Shareholder Merger’’ refers to the merger of the Absorbed Companies into the Company,as described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization—Shareholder Reorganization’’;

• ‘‘Shareholder Reorganization’’ refers to the reorganization of our shareholder structure thatwill take place shortly after the pricing of the offering but prior to the Settlement and theAdmission to Trading, following which the Selling Shareholders will directly hold ordinaryshares in the Company as set out in ‘‘Principal and Selling Shareholders’’;

• ‘‘Shares’’ refers to our ordinary shares with a nominal value of e0.10 each issued by theCompany under the laws of the Grand Duchy of Luxembourg;

• ‘‘Spanish GAAP’’ refers to the accounting principles generally accepted in Spain;

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• ‘‘Spanish Stock Exchanges’’ refers to the Madrid, Barcelona, Bilbao and Valencia stockexchanges;

• ‘‘Travellink’’ refers to Travellink AB, a limited liability company in the form of a SwedishAktiebolag organized under the laws of Sweden having its registered office at Box 1108,17222 Sundbyberg, Sweden, and registered under number 556596-2650, and where thecontext requires, the brands associated with such entity;

• ‘‘U.K.’’ refers to the United Kingdom of Great Britain and Northern Ireland;

• ‘‘Underwriters’’ refers to the underwriters listed under ‘‘Plan of Distribution’’;

• ‘‘U.S.’’ and ‘‘U.S.A.’’ refer to the United States of America;

• ‘‘USD’’, ‘‘U.S. dollar’’ and ‘‘$’’ refer to the lawful currency of the United States of America;

• ‘‘VAT’’ refers to value added tax;

• ‘‘Willinvest & GMPI’’ refers to Willinvest and Gestion Mobiliere, Patrimoniale et Immobiliere(G.M.P.I.), which are companies controlled indirectly by Groupe Arnault SAS and havehistorically invested in the Company together with Ardian; and

• ‘‘XML’’ refers to extensible mark-up language (‘‘XML’’).

PRESENTATION OF FINANCIAL AND OTHER DATA

The Company reports consolidated financial information in accordance with IFRS, applyingharmonized accounting principles and policies across all of its constituent businesses.

The consolidation perimeter of the Company comprises the Company and all its direct andindirect subsidiaries, including GTF, LuxGEO and all significant entities historically included in theGoVoyages Group, the eDreams Group and the Opodo Group. All entities are fully consolidatedwith a percentage of interest of 100%, for the year ended March 31, 2012, except forReallyLateBooking, 25% of whose share capital is owned by Opodo and recorded in theConsolidated Financial Statements using the equity method. Although Lyparis owned 97% ofeDreams Inc. until September 30, 2011, we considered eDreams Inc. as wholly owned by Lyparisfor the purpose of the preparation of the Consolidated Financial Statements. Lyparis acquired theremaining 3% of the share capital of eDreams Inc. on September 30, 2011.

Consolidated Financial Statements

The Consolidated Financial Statements included in this offering memorandum comprise theConsolidated Annual Financial Statements and the Consolidated Interim Financial Statements.

The Consolidated Annual Financial Statements included in this offering memorandumcomprise the audited consolidated financial statements of the Company and its subsidiaries as ofand for the years ended March 31, 2013 and March 31, 2012, respectively, including the notesthereto.

The Consolidated Interim Financial Statements included in this offering memorandumcomprise the unaudited consolidated financial statements of the Company and its subsidiaries as ofDecember 31, 2013 and for the nine-month periods ended December 31, 2013 and December 31,2012, respectively, including the notes thereto.

The Consolidated Annual Financial Statements and Consolidated Interim Financial Statementswere prepared in accordance with IFRS.

Limited Comparability of Consolidated Financial Statements

Combination Accounting

Through a contribution to the Company of the eDreams Group by the Permira Funds and theGoVoyages Group by the Ardian Funds in exchange for shares of the Company and the acquisitionby a subsidiary of the Company of 100% of the share capital of Opodo from Amadeus ITGroup, S.A. (‘‘Amadeus’’) effective June 30, 2011 (the ‘‘Opodo Acquisition’’), the eDreams Groupwas combined with the GoVoyages Group and the Opodo Group to form eDreams ODIGEO (the

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‘‘Combination’’). The eDreams Group, the GoVoyages Group and the Opodo Group wereconsolidated in the Company’s Consolidated Financial Statements as of July 1, 2011.

As part of the Combination, the Ardian Funds and the Permira Funds jointly contributed theGoVoyages Group and the eDreams Group to GTF in exchange for GTF’s shares (held indirectly).The contribution was outside of the scope of IFRS 3 Business Combination. As a result, inaccordance with International Accounting Standard 8.12 and absent any guidance under IFRS, theCompany considered pronouncements of other standard setting bodies and, in particular, theguidance under US GAAP (ASC 323 Investments—Equity Method and Joint Ventures) anddetermined that using the predecessor’s values of the constituent businesses was the appropriatebasis of accounting. Accordingly, under such accounting treatment, the financial information for theyear ended March 31, 2012 reflects the results of the eDreams Group and the GoVoyages Groupfor the period from April 1, 2011 through and including June 30, 2011, even though such groupswere not owned by the eDreams ODIGEO Group during such period because the GoVoyagesGroup had been acquired by the Ardian Funds in July 2010 and the eDreams Group had beenacquired by the Permira Funds in August 2010.

As a result of the Opodo Acquisition completed on June 30, 2011, the financial information forthe year ended March 31, 2012 reflects the operations of the Opodo Group only for nine months.See ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results OfOperations—Factors Affecting the Comparability of Our Results of Operations’’.

Limitations on Comparability

Due to our financial history and the Combination, certain of our reported financial informationincluded herein (including in the Consolidated Annual Financial Statements) needs to be carefullyconsidered, as it is not directly comparable to the financial information reported for thecorresponding prior or subsequent years because our reported financial information for the yearended March 31, 2012 does not include for the full period the results of each of the principalbusinesses which now form the eDreams ODIGEO Group, as reflected in the financial informationincluded herein for the year ended March 31, 2013 and each of the nine months endedDecember 31, 2013 and 2012. In particular, the financial information included herein for the yearended March 31, 2012 does not reflect the results of the Opodo business for the period April 1,2011 through June 30, 2011 (i.e., the first quarter of the year ended March 31, 2012), as the Opodobusiness was acquired and consolidated effective June 30, 2011.

Unaudited Aggregated Financial Information for the Year Ended March 31, 2012

This offering memorandum presents certain unaudited aggregated financial information (the‘‘Unaudited Aggregated year ended March 31, 2012 Information’’), including an income statement(the ‘‘Unaudited Aggregated year ended March 31, 2012 Income Statement’’), for the year endedMarch 31, 2012 that aggregates our results for the year ended March 31, 2012 with the results ofOpodo for the three months ended June 30, 2011 for the reasons described below. See ‘‘UnauditedAggregated Financial Information for the Year Ended March 31, 2012’’

On June 30, 2011, we completed the Opodo Acquisition. From July 1, 2011, Opodo’sproducts, as well as certain definite-lived technology-based intangible assets, were transferred tous, and the results of operations for the assets of Opodo have been consolidated and reported inour Consolidated Financial Statements from July 1, 2011. Accordingly, our reported financialinformation for the year ended March 31, 2012 reflects the operations of Opodo only for ninemonths as it does not include financial information for Opodo in respect of the three months endedJune 30, 2011. See ‘‘Management’s Discussion and Analysis of our Financial Condition and Resultsof Operations—Factors Affecting the Comparability of Our Results of Operations’’.

We are presenting the Unaudited Aggregated year ended March 31, 2012 Information to assistpotential investors’ understanding of our results for the year ended March 31, 2013 compared toour results for the year ended March 31, 2012. The Unaudited Aggregated year ended March 31,2012 Information is presented for illustrative purposes only and does not purport to present whatour results would actually have been had the Opodo Acquisition occurred on April 1, 2011 insteadof June 30, 2011. The Unaudited Aggregated year ended March 31, 2012 Information should beread in conjunction with our Consolidated Annual Financial Statements included elsewhere in thisoffering memorandum and the information set forth under ‘‘Selected Financial Information andOther Data’’ and ‘‘Management’s Discussion and Analysis of Our Consolidated Financial Conditionand Results of Operations’’.

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The Unaudited Aggregated year ended March 31, 2012 Income Statement is not pro formafinancial information prepared in accordance with Annex II of Commission Regulation (EC) 809/2004of April 29, 2004, as amended, and has not been prepared, and shall not be construed asprepared, in accordance with Regulation S-X under the U.S. Securities Act.

In this offering memorandum, we refer to financial measures derived from UnauditedAggregated year ended March 31, 2012 Information as ‘‘aggregated’’.

Non-GAAP Measures

The financial information included in this offering memorandum includes certain non-GAAPmeasures which are not accounting measures as defined by IFRS. These measures have beenincluded for the reasons described below. However, these measures should not be used instead of,or considered as alternatives to, the eDreams ODIGEO Group’s historical financial results based onIFRS. Further, these measures may not be comparable to similarly titled measures disclosed byother companies. Certain of these measures are also presented on a ‘‘per Booking’’ basis, whichare also non-GAAP measures.

As used in this offering memorandum, the following terms have the following meanings:

‘‘Bookings’’ means the number of transactions under the agency model and the principalmodel as well as transactions made via our white label distribution and sourcing partners. Onebooking can encompass one or more products and one or more passengers. For a description ofthe agency and principal models, see ‘‘Management’s Discussion and Analysis of Our FinancialCondition and Results of Operations—Principal Consolidated Income Statement Line Items—Revenue—Agency and principal models’’.

‘‘Capital Expenditure’’ represents the cash outflows incurred during the period to acquirenon-current assets such as property, plant and equipment, certain intangible assets andcapitalization of certain development IT costs, but, where relevant, excluding effects of theconsideration paid in connection with the Opodo Acquisition, the effects of the disposal of OpodoTours and the effects of the consideration paid in connection with the Liligo Acquisition, each withrespect to the eDreams ODIGEO Group consolidated financial data.

‘‘EBITDA’’ means profit/(loss) before financial and similar income and expenses, income taxand depreciation and amortization and profit/loss on disposals of non-current assets. See also‘‘—Recurring EBITDA’’ below.

‘‘Fixed Costs’’ includes IT expenses net of capitalization write-off, personnel expenses whichare not Variable Costs, external fees, building rentals and other expenses of fixed nature. Ourmanagement believes the presentation of Fixed Costs may be useful to readers to help understandour cost structure and the magnitude of certain costs we have the ability to reduce in response tochanges affecting the number of transactions processed.

‘‘Gross Bookings’’ means the total amount paid by our customers for travel products andservices booked through us (including the part that is passed on to, or transacted by, the travelsupplier), including taxes, service fees and other charges and excluding VAT. Gross Bookingsinclude the gross value of transactions booked under both agency and principal models as well astransactions made via our white label distribution and sourcing partners or any transaction wherewe act as ‘‘pure’’ intermediary whereby we serve as a click-through and pass the reservations madeby the customer to the relevant travel supplier.

‘‘Recurring EBITDA’’ means profit/(loss) attributable to the parent company before financialand similar income and expenses, income tax, depreciation and amortization and profit/loss ondisposals of non-current assets, certain share-based compensation, expenses related to theCombination and other income and expense items which are considered by management to not bereflective of our ongoing operations. Neither EBITDA nor Recurring EBITDA is a measure ofperformance or liquidity under IFRS and should not be considered by investors in isolation from, oras a substitute for, a measure of profit, or as an indicator of our operating performance or cashflows from operating activities as determined in accordance with IFRS. For a reconciliation ofEBITDA and Recurring EBITDA to operating profit, see ‘‘Selected Financial Information and OtherData—Reconciliation of EBITDA and Recurring EBITDA to Operating profit’’.

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‘‘Recurring EBITDA Margin’’ is Recurring EBITDA divided by Revenue Margin. Ourmanagement uses Recurring EBITDA Margin to measure Recurring EBITDA generated in proportionto Revenue Margin generated. Recurring EBITDA Margin provides a comparable Recurring EBITDAmeasure for products, whether sold under the agency or principal model. For a description of theagency and principal models, see ‘‘Management’s Discussion and Analysis of Our FinancialCondition and Results of Operations—Principal Consolidated Income Statement Line Items—Revenue—Agency and principal models’’.

‘‘Revenue Margin’’ means our IFRS revenue less supplies. Our management uses RevenueMargin to provide a measure of our revenue after reflecting the deduction of amounts we pay to oursuppliers in connection with the revenue recognition criteria used for products sold under theprincipal model (gross value basis). Accordingly, Revenue Margin provides a comparable revenuemeasure for products, whether sold under the agency or principal model. For a description of theagency and principal models, see ‘‘Management’s Discussion and Analysis of Our FinancialCondition and Results of Operations—Principal Consolidated Income Statement Line Items—Revenue—Agency and principal models’’. Revenue Margin reported in respect of the years endedMarch 31, 2012 and 2013 is based on audited income statement line item figures; Revenue Marginreported in respect of the nine months ended December 31, 2012 and 2013 is based on unauditedincome statement line item figures.

‘‘Variable Costs’’ includes all expenses which depend on the number of transactionsprocessed. These include acquisition costs, merchant costs and other costs of a variable nature, aswell as personnel costs related to call centers as well as corporate sales personnel. Ourmanagement believes the presentation of Variable Costs may be useful to readers to helpunderstand our cost structure and the magnitude of certain costs we have the ability to reducecertain costs in response to changes affecting the number of transactions processed.

Bookings, Capital Expenditure, EBITDA, Fixed Costs, Recurring EBITDA, Recurring EBITDAMargin, Revenue Margin, Variable Costs and similar measures are used by different companies fordiffering purposes and are often calculated in ways that reflect the circumstances of thosecompanies. You should exercise caution in comparing Bookings, Capital Expenditure, EBITDA,Fixed Costs, Recurring EBITDA, Recurring EBITDA Margin, Revenue Margin, Variable Costs or anysimilar measures or data as reported by us to similar measures or data as reported by othercompanies. EBITDA and Recurring EBITDA are not measures of performance under IFRS and youshould not consider EBITDA or Recurring EBITDA as an alternative to (a) operating profit or profitfor the period (as determined in accordance with IFRS) as a measure of our operating performance,(b) cash flows from operating, investing and financing activities as a measure of our ability to meetour cash needs or (c) any other measures of performance under generally accepted accountingprinciples. EBITDA and Recurring EBITDA, as well as the other non-GAAP financial measures usedin this offering memorandum, each has limitations as an analytical tool, and you should notconsider them in isolation, or as a substitute for, or superior to, an analysis of our results asreported under IFRS. We have presented these supplemental non-GAAP measures because webelieve that they are useful indicators of our financial performance. We encourage you to evaluatethe adjustments made to arrive at EBITDA and Recurring EBITDA, and the limitations for purposesof analysis in excluding them.

The limitations that EBITDA and Recurring EBITDA have as an analytical tool include:

• they do not reflect our cash expenditures or future requirements for capital expenditures orcontractual commitments;

• they do not reflect changes in, or cash requirements for, our working capital needs;

• they do not reflect the significant interest expense, or the cash requirements necessary, toservice interest or principal payments, on our debts;

• although depreciation and amortization are non-cash charges, the assets being depreciatedand amortized will often need to be replaced in the future and EBITDA and RecurringEBITDA do not reflect any cash requirements that would be required for such replacements;

• some of the exceptional items that we eliminate in calculating Recurring EBITDA reflect cashpayments that were made, or will in the future be made; and

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• the fact that other companies in our industry may calculate EBITDA and Recurring EBITDAdifferently than we do, which limits its usefulness as a comparative measure.

Similarly, net debt (which we define as our total financial liabilities plus capitalized interestsand overdraft less financing costs and amortizations and cash and cash equivalents) is a measurepresented to enhance the investor’s understanding of indebtedness and our ability to fund ourongoing operations. However, it is a non-GAAP measure not determined based on IFRS, or anyother internationally accepted accounting principles, and you should not consider it as analternative to the historical financial position of the eDreams ODIGEO Group, included elsewhere inthis offering memorandum. Net debt, as defined by us, may not be comparable to similarly titledmeasures as presented by other companies due to differences in the way our debt and liquiditynon-GAAP measures are calculated.

In certain places in this offering memorandum, we present the non-GAAP measures describedabove based on Unaudited Aggregated for the year ended March 31, 2012 Information, which,accordingly, does not reflect our actual historical results.

Certain amounts and percentages included in this offering memorandum have been rounded.Accordingly, in certain instances, the sum of the numbers in a column of a table may not exactlyequal the total figure for that column.

The financial information included in this offering memorandum is not intended to comply withthe applicable accounting requirements of the Securities Act and the related rules and regulationsof the SEC.

Pre-Combination Financial Information

This offering memorandum presents certain financial information for eDreams on aconsolidated basis for periods prior to which eDreams became part of the eDreams ODIGEO Groupthrough the Combination for the sole purpose of assisting potential investors to understand thescale of our business compared to eDreams and our extended operating history (as eDreams wasthe most important entity involved in the Combination given our continuing chief executive officer,company culture and technology). eDreams’ pre-Combination consolidated financial informationwas prepared in accordance with Spanish GAAP, which differs in certain respects from IFRS.

The pre-Combination eDreams financial measures presented herein include revenues,Revenue Margin, Recurring EBITDA and service fees per flight booking. Although eDreams used thesame definitions to calculate Revenue Margin, Recurring EBITDA (as described above in‘‘—Non-GAAP Measures’’) and service fees per flight booking as we do, the financial informationused to calculate eDreams’ financial measures, and eDreams’ consolidated revenues, is based onSpanish GAAP information. Although differences exist between Spanish GAAP and IFRS,management has determined that there are no significant differences applicable to eDreams inrelation to the recognition and measurement principles applied under Spanish GAAP that arenecessary in order to facilitate the indicative comparison of the eDreams’ pre-Combination financialmeasures presented herein with those of the Company.

MARKET AND INDUSTRY DATA

Certain information set forth in this offering memorandum has been derived from externalsources, including, among others:

• ‘‘App Annie’’ rankings of apps for mobile devices;

• The Economist Intelligence Unit (‘‘EIU’’) research data and reports;

• ‘‘Eurostat’’ statistics database hosted on the internet site of the European Commission;

• IHS Inc. (‘‘IHS’’), November 2013 publication;

• International Air Transport Association (‘‘IATA’’), various statistics available on IATA’s internetsite;

• International Civil Aviation Organization (‘‘ICAO’’), Air Transport Monthly Monitor;

• International Data Corporation (‘‘IDC’’), ‘‘Worldwide New Media Market Model’’, 1H13, July2013;

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• PhoCusWright, European Online Travel Overview, Fifth Edition—October 2009;

• PhoCusWright, European Online Travel Overview, Sixth Edition—November 2010;

• PhoCusWright, European Online Travel Overview, Seventh Edition—November 2011;

• PhoCusWright, European Online Travel Overview, Eighth Edition—December 2012;

• PhoCusWright, European Online Travel Overview, Ninth Edition—December 2013;

• PhoCusWright, U.S. Online Travel Overview, Twelfth Edition—November 2012;

• PhoCusWright, Asia Pacific Online Travel Overview, Sixth Edition—October 2013;

• PhoCusWright, Latin American Online Travel Overview—April 2011;

• PhoCusWright, Japan Online Travel Overview—March 2013;

• PhoCusWright, ‘‘Online Travel Agency Flight Retailing’’ report prepared for andcommissioned by the Company dated February 3, 2014;

• Travelport 2012 Annual Report (Travelport);

• U.S. Travel Association (‘‘U.S. Travel’’), various forecasts available on U.S. Travel’s internetsite;

• The WM Company (‘‘WMR’’) financial research data; and

• World Travel and Tourism Council (‘‘WTTC’’), Global Impact Report—2010.

The above PhoCusWright sources are collectively referred to as ‘‘PhoCusWright’’ in thisoffering memorandum. The above external sources mainly include industry surveys andpublications and macroeconomic data. Industry surveys and publications generally state that theinformation contained therein has been obtained from sources believed to be reliable, but some ofthis information may have been derived from estimates or subjective judgments or have beensubject to limited audit and validation. While we believe this market data to be accurate and correct,we have not independently verified it. Market data presented in this section are based principally onPhoCusWright’s aggregations or calculations of gross bookings, revenues (on a net basis) andoperating margins from publicly available sources, unless otherwise stated. Our estimates of oursector positions are based on gross bookings in 2012. We have accurately reproduced the sectorshare and industry data, and as far as we are aware and able to ascertain from various marketresearch publications, publicly available information and industry publications, including reportspublished by the third-party sources identified above, no facts have been omitted which to ourknowledge would render the reproduced information inaccurate or misleading. However, you shouldnote that the measures aggregated or calculated by PhoCusWright are non-GAAP measures and asa result, may not be directly comparable to similarly titled measures disclosed among companiesoperating in our industry, including us.

Unless otherwise stated, PhoCusWright data as presented herein are actual for the period2007-2012 and estimated for the period 2013-2015, with the exception of data stemming fromPhoCusWright’s Latin American Online Travel Overview referred to above, which are actual for theperiod 2006-2011 and estimated for the period 2012-2014.

FORWARD-LOOKING STATEMENTS

This offering memorandum includes forward-looking statements within the meaning of thesecurities laws of certain applicable jurisdictions. These forward-looking statements include, but arenot limited to, the discussion of the changing dynamics of the marketplace and the Company’soutlook for growth in the travel industry both within and outside of France, Germany, Spain, Italy,the United Kingdom, and the Nordics. These forward-looking statements can be identified by theuse of forward-looking terminology, including the terms ‘‘aims’’, ‘‘anticipates’’, ‘‘believes’’,‘‘continues’’, ‘‘could’’, ‘‘estimates’’, ‘‘expects’’, ‘‘forecasts’’, ‘‘guidance’’, ‘‘intends’’, ‘‘may’’, ‘‘plans’’,‘‘should’’ or ‘‘will’’ or, in each case, their negative, or other variations or comparable terminology.These forward-looking statements include all matters that are not historical facts. They appear in anumber of places throughout this offering memorandum and include statements regarding ourintentions, beliefs or current expectations concerning, among other things, our results of operations,

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financial condition and performance, liquidity, prospects, growth, strategies and the industry inwhich we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relateto events and depend on circumstances that may or may not occur in the future. We caution youthat forward-looking statements are not guarantees of future performance and that our actualfinancial condition, results of operations and cash flows, and the development of the industry inwhich we operate, may differ materially from those made in or suggested by the forward-lookingstatements contained in this offering memorandum. In addition, even if our financial condition,results of operations and cash flows, and the development of the industry in which we operate areconsistent with the forward-looking statements contained in this offering memorandum, thoseresults or developments may not be indicative of our results or developments in subsequentperiods. Important factors that could cause these differences include, but are not limited to:

• the impact on our revenue, profits and cash flow resulting from general economicconditions, consumer confidence, spending patterns and disruptions (including thoserelated to natural disasters and health pandemics) affecting the travel industry specifically;

• changes, restrictions or disruptions affecting our technology platforms or the technology ofour third-party service providers;

• the impact on our revenue, profits and cash flow resulting from our inability to successfullycompete against current and future competitors (including increasing competition frommetasearch and online portal companies);

• the impact on our revenue, profits and cash flow resulting from adverse changes affectingour relationships with travel product suppliers and suppliers’ intermediaries which couldreduce our access to travel products content and/or increase our costs;

• the laws, rules and regulations to which we are subject and the potential for changes tothose laws, rules and regulations;

• restrictions in the use of our brands;

• the impact of seasonal fluctuations;

• our exposure to risks associated with online commerce security and particularly paymentfraud;

• our ability to attract and retain highly skilled personnel and other qualified executives andemployees;

• our substantial leverage and ability to meet significant debt service obligations, includingsignificant repayment requirements in the coming years;

• restrictions in our debt instruments that could impair our activities;

• our exposure to interest rate risk, hedging risk and currency fluctuations;

• risks associated with our structure and ownership; and

• other factors discussed or referred to in this offering memorandum.

The foregoing factors should not be construed as exhaustive. Due to such uncertainties andrisks, readers are cautioned not to place undue reliance on such forward-looking statements, whichspeak only as of the date hereof. We urge you to read this offering memorandum, including thesections entitled ‘‘Risk Factors’’, ‘‘Management’s Discussion and Analysis of Our Financial Conditionand Results of Operations’’, ‘‘Industry Overview and Market Data’’ and ‘‘Business’’, for a morecomplete discussion of the factors that could affect our future performance and the industry inwhich we operate.

We expressly disclaim any obligation or undertaking to release publicly any updates orrevisions to any forward-looking statement contained in this offering memorandum which may bemade to reflect events or circumstances after the date of this offering memorandum, including,without limitation, changes in our business or acquisition strategy or planned capital expenditures,or to reflect the occurrence of unanticipated events except as required by law or by the rules andregulations of the Spanish Stock Exchanges.

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AVAILABILITY OF FUTURE FINANCIAL INFORMATION

The Company’s future annual and interim financial information, which the Company will berequired to publish pursuant to the Luxembourg law of January 11, 2008 relating to thetransparency requirements in relation to information about an issuer whose securities are admittedto trading on a regulated market, as amended, will be available on the Company’s website(www.edreamsodigeo.com) and on the website of the Luxembourg Stock Exchange(www.bourse.lu) and may be inspected at the registered office of the Company at 282, Route deLongwy, L-1940 Luxembourg, Grand Duchy of Luxembourg.

Note that nothing on the Company’s website (www.edreamsodigeo.com) or on any otherwebsite to which reference is made in this offering memorandum is intended to be, or should beconstrued as being part of, this offering memorandum.

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AVAILABLE INFORMATION

For so long as any Offer Shares are ‘‘restricted securities’’ within the meaning ofRule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neithersubject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the‘‘Exchange Act’’) nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to anyholder or beneficial owner of such restricted securities or to any prospective purchaser of suchrestricted securities designated by such holder or beneficial owner, upon the request of suchholder, beneficial owner or prospective purchaser, the information required to be provided byRule 144A(d)(4) under the Securities Act.

EXCHANGE RATE AND CURRENCY INFORMATION

Unless otherwise indicated, references in this offering memorandum to ‘‘sterling’’, ‘‘poundssterling’’, ‘‘GBP’’ or ‘‘£’’ are to the lawful currency of the United Kingdom; references to ‘‘euro’’ or‘‘e’’ are to the single currency introduced at the start of the third stage of the European Economicand Monetary Union pursuant to the Treaty on the functioning of the European Community, asamended from time to time; and references to ‘‘U.S. dollars’’, ‘‘dollars’’, ‘‘U.S.$’’, ‘‘USD’’ or ‘‘$’’ areto the lawful currency of the United States of America.

The following table sets forth, for the periods set forth below, the high, low, average andperiod end Bloomberg Composite Rate expressed as (i) U.S. dollars per e1.00 and per £1.00 and(ii) pounds sterling per e1.00. The Bloomberg Composite Rate is a ‘‘best market’’ calculation, inwhich, at any point in time, the bid rate is equal to the highest bid rate of all contributing bankindications and the ask rate is set to the lowest ask rate offered by these banks. The BloombergComposite Rate is a midvalue rate between the applied highest bid rate and the lowest ask rate.The rates may differ from the actual rates used in the preparation of the Consolidated FinancialStatements and other financial information appearing in this offering memorandum. None of theCompany, any Selling Shareholder or any Underwriter represent that the U.S. dollar or euroamounts referred to below could be or could have been converted into pounds sterling at anyparticular rate indicated or any other rate.

The average rate for a year means the average of the Bloomberg Composite Rates on the lastday of each month during a year. The average rate for a month, or for any shorter period, meansthe average of the daily Bloomberg Composite Rates during that month, or shorter period, as thecase may be.

The Bloomberg Composite Rate of euro on March 31, 2014 was $1.3772 per e1.00, $1.6681per £1.00 and £0.8257 per e1.00.

Period end Average rate High LowUSD per EUR

Year2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4326 1.3949 1.5134 1.25312010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3387 1.3266 1.4513 1.19232011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2959 1.3926 1.4830 1.29072012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3192 1.2860 1.3458 1.20612013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3743 1.3285 1.3804 1.27802014 (through March 31) . . . . . . . . . . . . . . . . . . . 1.3772 1.3687 1.3925 1.3505

Period end Average rate High LowUSD per EUR

MonthOctober 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3583 1.3639 1.3804 1.3520November 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3591 1.3497 1.3606 1.3367December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3743 1.3703 1.3803 1.3542January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3488 1.3623 1.3763 1.3488February 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3802 1.3670 1.3802 1.3519March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3772 1.3830 1.3925 1.3733

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Period end Average rate High LowUSD per GBP


Period end Average rate High LowUSD per GBP


Period end Average rate High LowGBP per EUR


Period end Average rate High LowGBP per EUR


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SUMMARY

Potential investors should read the following summary together with the more detailedinformation (including the information set forth under ‘‘Risk Factors’’) and the Consolidated FinancialStatements included elsewhere in this offering memorandum.

Overview

We are a leading online travel company with a presence in 42 countries. We make flight andnon-flight products directly available to travelers principally through our online booking channels(desktop websites, mobile websites and mobile apps) and via our call centers, as well as indirectlythrough white label distribution partners and other travel agencies. With more than 14 millioncustomers served in the year ended March 31, 2013, we are a worldwide leader in delivering flightproducts, which is our principal business. We also provide our customers with non-flight products,such as hotel bookings, Dynamic Packages (which are dynamically priced packages consisting of aflight product and a hotel booking that travelers customize based on their individual specificationsby combining select products from different travel suppliers through us), car rentals and vacationpackages.

Substantially all of our operations are in the leisure travel business. We derive the substantialmajority of our revenue and profit from the sale of flight products in Europe. Our principaloperations, as measured by Revenue Margin contribution, are in France, Germany, Spain, Italy, theUnited Kingdom and the Nordics. Outside of Europe, we are present in a number of largecountries, including, in order of Revenue Margin contribution, Australia, the United States,Argentina, Brazil, Turkey and Mexico.

We also have operations in the corporate travel sector, mainly in the Nordics, and are seekingto expand this business in certain of our other geographies in Europe. In October 2013, wecompleted the acquisition of Liligo, a metasearch company with websites in 11 countries, with aview to integrating Liligo’s technology into our existing business and increasing our advertising andmeta click-out revenue.

We use innovative technology and our relationships with suppliers, product know-how andmarketing expertise to attract and allow customers to research, plan and book a broad range oftravel products. We make our offers accessible to a broad range of customers, including leisureand corporate travelers, offline travel agents, and white label distribution partners.

We own and operate a strong portfolio of consumer brands composed of eDreams, Opodo,GoVoyages, Travellink, Go Volo and the recently acquired Liligo brand. Through our brands, wehave historically focused on the flight sector of the travel market.

In the nine months ended December 31, 2013, our businesses generated 7.3 millionBookings, and generated Revenue Margin of e311.9 million and Recurring EBITDA of e88.8 million,compared to 6.3 million Bookings, e268.1 million of Revenue Margin and e80.4 million of RecurringEBITDA in the nine months ended December 31, 2012.

In the year ended March 31, 2013, our businesses generated 8.7 million Bookings, andgenerated Revenue Margin of e373.0 million and Recurring EBITDA of e108.4 million, compared to7.7 million Bookings, e319.7 million of Revenue Margin and e95.4 million of Recurring EBITDA inthe year ended March 31, 2012. On an aggregated basis, we would have had 8.5 million Bookings,e351.0 million of Revenue Margin and e107.3 million of Recurring EBITDA in the year endedMarch 31, 2012.

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12MAR201412215440

The following diagram illustrates our diversified revenue streams:

G

M

Advertising and metasearch revenue

Commissions and overcommissions

GDS incentives

Customer revenue (service fees and insurance)

Airlines

Other travel suppliers

Other non-travel

GDS

eDreamsODIGEO

EndCustomersM

M

C A

C A

G

Distributionchannels

AO

Supplier revenue and advertisingand metasearch revenue Customer revenue

Other revenue

A

C

O

Our flight and non-flight businesses generate revenue from both our customers and suppliers.Our flight product suppliers include our GDS partners and airlines, and our non-flight productsuppliers include our white label sourcing partners, as well as various content aggregators andplatforms, such as hotel bed-banks and tour operators.

Our customer revenue consists of service fees (which is the total difference between the priceat which we source a product and sell that product to a customer, which difference includes,among other components, any mark-up to the price at which we source a product and fees that wecharge customers in connection with a booking) and insurance revenue. Revenue generated by oursuppliers or by advertising and meta click-out includes (i) incentive fees paid by our GDS partnersbased on the volume of Bookings completed by us through GDS systems, (ii) commissions on aper gross booking basis and overcommissions paid directly by certain airlines and other travelsuppliers based on the total volumes of gross bookings we sell, (iii) fees generated by advertising asupplier’s or an external party’s products or services on our websites as well as revenue generatedfrom our metasearch activity following the acquisition of Liligo in October 2013, and (iv) othernon-travel-related revenue such as incentives from payment processors or revenues from toll callsto our call centers. For a discussion of trends relating to our supplier and customer revenue, see‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—KeyFactors Affecting Our Results of Operations—Changes in revenue sources and product mix’’.

Our Strengths

We believe we are a global leader in the online leisure flight sector and a category leaderin European eCommerce, and this scale is beneficial to our business

We are a global leader in the online distribution of airline passenger flights and we believe weare the world’s largest online travel company in the flight sector measured by flight revenues. Wehave a global footprint with operations in 42 countries with a particularly strong footprint in Europe,and we are present in 16 of the largest 18 Online Travel Markets in the world, as identified byPhoCusWright. We served more than 14 million customers in the year ended March 31, 2013.

Online leisure travel is one of the largest worldwide eCommerce categories, as measured byspending according to IDC, Worldwide New Media Market Model, 1H13. We believe our EBITDA isamong the largest when compared to publicly-traded European eCommerce companies and thatour EBITDA Margins are also strong compared to such companies.

We believe online travel product distribution will increasingly be dominated by ‘‘pure play’’category leaders who focus their investment, know-how, resources and technology to build scale on

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a worldwide basis in a particular category (e.g., flight products instead of flight and hotel products)and that such category leaders will be better positioned to extract superior margins than onlinetravel companies that spread their resources across different product categories seeking to becomeleaders in multiple categories.

We believe that our scale and focus on flight products, together with our ability to directbusiness towards different trading partners, allow us to negotiate more favorable economic termswith, and grant us access to better inventory from, our travel suppliers (including airlines, GDSs,hotel and car rental aggregators, and travel insurance providers), non-travel suppliers (includingpayment processors and hardware and software providers) and other distribution channels(including metasearch companies and affiliate networks) than many of our competitors. In particular,we believe we are the largest customer of several of our key suppliers, further increasing ournegotiating leverage and access. We also benefit from efficiencies of scale and resource utilization,as well as the expertise gained through our 14-year history, to further optimize our productofferings, technology platform, operational processes and cost structure. Scale also enables us tofund larger marketing and technology investments that are beneficial to us as we seek toconsolidate our leading position in the flight sector. An important milestone in realizing economiesof scale was the rollout of our ‘‘One Platform’’ in the summer of 2013, which allows us to distributeour full range of inventory through our principal brands and in most of our markets (for adiscussion of our One Platform, see ‘‘—Scalable state-of-the-art booking platform based onproprietary technology’’).

Our scale derives from, and reinforces, our strong brand recognition. On a combined basis,we believe our brands (eDreams, Opodo, GoVoyages, Travellink, Go Volo and Liligo) enjoy thestrongest online brand recognition on Google worldwide for the flight sector, at approximately thesame level as the Expedia group and significantly above the level of Priceline (combined withBooking.com and Kayak), Orbitz (combined with eBookers) and Travelocity (combined withlastminute.com). Our powerful brand recognition attracts a high volume of ‘‘free traffic’’ to ourwebsites, which delivers stronger margins for us as the customer acquisition costs are lower. Inaddition, our multi-brand approach allows us to offer the same products through our differentbrands, which customers may not realize are affiliated, providing us with the ability to offer multipleofferings on different brands for searches conducted by customers on search engines ormetasearch operators.

Scalable state-of-the-art booking platform based on proprietary technology

We believe that we have a state-of-the-art scalable technology platform with physicalinfrastructure and processes that enable us to sustain our plans for future growth, and are capableof being adapted and extended rapidly to address new business opportunities. In particular, ourproprietary technology has supported, and we expect will continue to support, our internationalexpansion strategy.

We have invested extensively in flight technology for 14 years and now have a highlyadvanced and complex platform that we have developed internally and is proprietary to us. Oursophisticated supply technology enables us to offer a wide variety of products and includes(i) Direct Connect technology to source prices and special offers directly from certain travelsuppliers’ own reservation systems without the intermediation of GDS providers (including networkcarriers and low-cost airlines such as Ryanair), (ii) other product customization elements (such asdynamic GDS selection, net fare handling, multi-carrier and multi-stop itinerary building and charterflight booking systems) that our competitors are unable to offer comprehensively and (iii) uniquedynamic pricing technology that incorporates computerized analytic processes to review anestimated average of approximately 7 billion pricing elements per hour to maximize our service feesat the time of booking. We have also built technology to help us interact with distributors such assearch engines, affiliate partners and metasearch companies, that expands our reach and lowersour customer acquisition costs. New developments and additions to our technology platform arealso critical to the efficiency of our business because practically all of our interactions withsuppliers, customers and distributors are automated over the internet and our booking platform.

During the period immediately following the Combination through March 2013, we focused asignificant portion of our resources in creating one single company from three companies,integrating people, processes and technology, and in particular developing a unified flight booking

3

engine. We also unified our hotel and car platforms. During this period, we substantially completedthe development of our common booking and inventory platform (the ‘‘One Platform’’), drawing onthe best aspects of the respective IT platforms operated by eDreams, GoVoyages and Opodo. Forexample, we incorporated and improved eDreams’ leading Direct Connect technology, GoVoyages’multi-GDS capabilities and Opodo’s superior net fares technology, which the other brands did nothave. The development of the One Platform is now substantially complete for our flight bookingengine (with the exception of our Travellink brand) and confers two principal benefits:

• all of our customers in all of our markets and across our principal brands have access tothe best products that eDreams ODIGEO can offer. We believe this combined productoffering is superior to the offering of each individual brand prior to the development of theOne Platform and resulted in an immediate improvement in performance and revenuegrowth; and

• we can now focus our development resources away from ‘‘infrastructure building’’ and backto innovation. Our speed of innovation has also increased due to more efficienttechnological improvements flowing from operating the highly configurable One Platform, asfeatures we would like to launch (for example, adding a new supplier, a new paymentmethod, a new pricing element or a new revenue source) do not need to be replicatedacross multiple platforms and can be implemented with lead times as short as one day. Dueto the One Platform, creating the features for all our brands and most of our markets can bedone in a centralized manner, allowing us to devote our resources to more innovation. Weanticipate that the One Platform is currently able to accommodate a doubling of searchvolumes. We believe our enhanced speed of innovation and the scalability of our informationtechnology solutions will be key to further extending our competitive advantage.

Our technology allows us to achieve the following:

• Offer products to our customers at low overall all-in prices, which we seek to achieve byoptimizing the combination of our inventory, including Direct Connect, multi-GDS, net fareand charter flight products, through each of our brands in a flexible manner. We estimatethat around two-thirds of our bookings sold are ‘‘custom made’’ (which we regard asinventory not directly available from our default GDS providers and where certain of ourinventory and content are combined to create a proprietary offering for customers). Thiscreates additional scope for us to charge higher service fees than for individual productsbecause Gross Bookings on a per Booking basis are significantly lower for ‘‘custom made’’products such as products sourced via Direct Connect compared to products that wesource through our GDS inventory. We believe that most of our competitors do not have thebreadth of products that we are able to offer as a result of our technology, which allows usto conduct up to 40 million supplier searches per day and includes proprietary applicationsthat perform real-time ‘‘crawling’’ of a variety of databases.

• Offer customers a variety of means of accessing and booking our products (website, mobilewebsite, mobile app and call center) through effective and easy-to-use user interfaces, inmultiple languages, in multiple currencies and through multiple payment systems, and thatcomply with multiple legal, regulatory and tax systems.

• Extract more revenue from our customers through higher service fees payable by ourcustomers. Our average service fees per flight Booking was e23.10 for the year endedMarch 31, 2013 compared to e20.70 at eDreams in 2007. Our technology allows us to testthe offers available on our websites on an ongoing basis, which tests involve a number ofvariables such as price, availability and inventory combinations from different suppliers. Weestimate that our technology is able to carry out approximately 3,600 tests simultaneouslyon our websites to test a number of variables, including price. For a discussion on howtechnology allows us to optimize our service fees, see ‘‘—Strong profitability, sustainablemargins and cash flow generation based on scale, revenue stream multiplication, breadth ofproduct offering and broad geographic footprint’’.

• We also use our technology to optimize for each transaction other revenue streams that arenot service fee related in areas such as supplier sorting and selection, GDS selection,collections and payments, and inventory sourcing location, as well as to maximize cashgeneration. Our technology allows us to test the offers available on our websites on an

4

ongoing basis; these tests involve a number of variables such as price, availability andinventory combinations from different suppliers. We believe we have advantages in thistechnology compared to many of our competitors.

• Improve our productivity and customer acquisition costs by managing our cost base in aflexible manner.

• The automated nature of substantially all of our Bookings is a key difference from traditionaloffline travel agents and leads to lower personnel costs on a relative basis.

• Our technology and the automated nature of our Bookings also allow us to have a variableand scalable cost base, which makes us relatively resilient to volume fluctuations.

By leveraging our robust IT backbone, rolling out our sophisticated technology applicationsacross all of our businesses and geographies and continuing to innovate, we expect to remain wellpositioned to source the products that best suit customers’ needs through a set of complexproprietary algorithms. We also expect to further enhance the flexibility of our product offeringswhile providing a superior buying experience, which we believe in turn increases brand loyalty andpropensity to buy our products.

Well positioned within a large, fragmented market with attractive secular growth trendsand additional expansion opportunities

We believe we operate in a market with strong fundamentals and attractive characteristics.Online leisure travel is the largest eCommerce category and was estimated to be more than twicethe size of apparel and nine times the size of electronics in 2013, based on spending according toIDC, Worldwide New Media Market Model, 1H13. Furthermore, the online travel industry is expectedto continue growing across geographies supported by:

• general improvements in macro-economic conditions across Europe and worldwide, andincreases in air travel passenger numbers, which increased at an average rate of 1.6x globalGDP (as measured by the World Bank in constant U.S. dollars) growth over the last tenyears;

• increasing internet and broadband penetration and connectivity, as well as increasingmobile internet access, particularly in developing countries;

• migration of customers to online platforms that offer superior value and convenience of use(see ‘‘—Proven growth track record with continued strong momentum’’). According to IDC,Worldwide New Media Market Model, 1H13, in absolute spending terms, online travel isexpected to grow more than any other eCommerce category in the 2013 as compared tothe 2012 calendar year; and

• stable or increasing use of intermediaries over supplier direct sales in online travel in allgeographies, except in the United States, according to PhoCusWright.

The highly fragmented nature of the travel market and the inherent significant complexity offlight travel, particularly in markets outside the United States, create an attractive dynamic for onlinetravel companies such as us. We estimate that worldwide there are approximately 1 trillion pricechanges of airline seats each day based on certain assumptions. Finding the best price from onepoint in the world to another is a very complex endeavor given the large combinations ofparameters that can define a flight journey (price, carrier, carrier combinations, departure time,departure airport, number and/or location of stops, arrival airport and so forth). Other factorsincreasing market complexity and fragmentation include the large number of destination choicesand route combinations, differing payment systems and currencies across countries, as well asdifferent languages, legal and tax requirements and customer preferences, as well as the propensityfor flight bookings to be international and multi-segment journeys.

In addition, our core European flight market is characterized by a large number of airlines, anda large share of international travel. Few airlines have sufficient network density and brandrecognition across all European countries, and so are more in need of distribution partners outsidetheir home markets.

By helping consumers navigate this complexity, online travel distributors add value for airlines(by providing greater access to consumers outside of their home markets), GDS and aggregators

5

(by providing access to consumers), and to consumers (by enabling more convenient access tobroader attractively priced inventory than would otherwise be available), and this allows us to earn,in most of our transactions, commissions or fees both from the supplier and consumer of the flightproducts we distribute. We believe that having developed technology and a business designed tomanage the complexity and fragmentation of the European flight market provides us with a strongbase for expansion to other markets.

We have significant advantages over our competition in offline and online travel distribution

Online travel penetration remains below 50% in the United States and Europe and is lower inAsia Pacific and Latin America (source: PhoCusWright data referred to in ‘‘Market and IndustryData’’). The present levels of online travel penetration mean that, in the countries in which weoperate, more than half of potential travelers use traditional high-street, or offline, travel agentswhen making their purchase decisions. We believe we have significant advantages over such offlinetravel agents in the leisure flight sector, including our scale, brand awareness and technologicalinnovation. We estimate that there are approximately 10,000 offline travel agents in each of France,Spain and Italy and a large number of offline travel agents in the other countries in which weoperate, and that most offline travel agents are small operations with substantially limited resourcescompared to us, for example, in terms of technology, brands, productivity (due to automation),team strength and international presence. We also believe that we have significant advantages overeven large network offline travel agents due to our superior technology, productivity andinternational presence. As a result of our significant advantages, we have been taking market sharein terms of revenues from offline travel agents rapidly since our inception and believe we willcontinue to do so in the future, especially as online travel penetration is expected to continueincreasing in the future.

In online flight distribution, we are partners but also competitors of flight product suppliers anddistributors, such as airlines, other online travel companies and metasearch companies, and webelieve we are also well positioned in respect of such competition in online travel productdistribution. With the exception of the United States, over the period from January 1, 2011 toDecember 31, 2012, online travel companies have been gaining market share from airline directsites according to PhoCusWright, as we believe we have been doing (source: PhoCusWright datareferred to in ‘‘Market and Industry Data’’). We believe we have the tools to continue to successfullycompete against airline direct sales because of our extensive inventory that allows us to offercustomers customized itineraries for flights anywhere in the world on multiple airlines, routes andmulti-leg journey options at competitive prices, because of our broad international presence, whichairlines are unable to do as successfully through their direct sales model.

We have also shown superior growth and profitability compared to pure metasearchcompanies, such as Skyscanner and Kayak, which are well-established companies in the onlinetravel markets. On average, our revenues and scale have grown at a faster rate than the revenuesand scale of metasearch companies since their inception, and such metasearch companies arepresently small in scale in terms of revenue and EBITDA compared to us and have had lowerEBITDA margins. Although we compete in customer acquisition with metasearch companies,because they are distribution partners for us, we also benefit from their growth. We believemetasearch companies derive the overwhelming majority of their revenue from other onlinedistributors such as us rather than from airlines, and we believe the risk of disintermediation in themetasearch channel is low. Therefore, as long as we are able to offer attractive all-in prices, webelieve we are likely to continue to benefit from the growth of metasearch companies whilemaintaining our strength in attracting customers directly.

We are well positioned to benefit from key trends in the online travel markets in which weoperate

We believe that our scale and strategic advantages position us well to benefit from certain keytrends in the online travel markets in which we operate.

Metasearch. We believe that we are well positioned to remain competitive in light ofcompetition from metasearch companies. With the acquisition of Liligo in October 2013, we haveadded metasearch capabilities to our existing OTA framework and platform. In addition, we believethat our technology goes deeper in the value chain and is more sophisticated than pure

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metasearch technology, which we believe makes us a partner of choice to supply technology andproducts to metasearch companies seeking strategic partnerships with OTAs to generatetransaction-based revenue.

Mobile. We believe that our user-friendly interfaces and mobile apps will permit us to benefitfrom the increasing penetration and connectivity of mobile devices. For example, we believe we arebetter suited to exploit the mobile channel than pure metasearch companies, which haveexperienced difficulties in monetizing mobile traffic as a result of needing to direct their users toother companies’ websites to make bookings. For a more detailed discussion, see ‘‘Our Strategy—Continue expanding our presence across different customer segments, booking channels anddistribution channels’’.

Price unbundling. We believe that our markets, including the U.S. market, will becomeincreasingly more attractive for companies such as us who thrive on complexity, massive dataanalysis, extensive system integration and proven innovation capacity, as airlines continue to moveaway from offering all-inclusive prices (including airfare, taxes, payment surcharges, seat selection,boarding card printing, luggage and so forth) towards unbundled pricing where each of theseservices is priced separately. Many airlines have already begun to do this. Price unbundlingeffectively creates new products and makes the selection and assessment of flight products morecomplex, making it challenging for operators of smaller scale to compete, increasing the value wecan add for our customers and airline suppliers and our capacity to earn additional margins.

Proven growth track record with continued strong momentum

We have a strong track record of delivering organic growth throughout economic cyclesunderpinned by our strong technology and continuous focus on innovation and delivering value toour customers, as well as our ability to expand our market share. We have grown both revenuesand EBITDA with no interruption since the year we were founded in spite of adverse macro-economic conditions at certain times during our history. Our growth has always been driven bytechnology-led innovation, and over time, our platform, team know-how and brands have becomeour principal assets.

Over the 2005-2010 period, eDreams delivered consistent top-line growth, with revenuesgrowing at 37% CAGR and Recurring EBITDA growing at a 44% CAGR. Through the Combination,together with continued organic growth, eDreams ODIGEO’s Revenue Margin was 3.2x andRecurring EBITDA was 3.95x, in each case, for the year ended March 31, 2012 compared toeDreams’ Revenue Margin and Recurring EBITDA for the year ended December 31, 2010. For theyear ended March 31, 2013, eDreams ODIGEO’s Revenue Margin and Recurring EBITDA grew16.7% and 13.6%, respectively, compared to the year ended March 31, 2012. Recently, the benefitsof the integration of our businesses and development of our One Platform, together with ourrenewed focus on international expansion, have contributed to our accelerated organic growth. Inthe nine months ended December 31, 2013, Revenue Margin grew by 16.3% compared to thesame period in the prior year.

Our overall market share has also been growing strongly. In terms of eDreams’ market share,in 2009, eDreams’ share of worldwide segments sold by travel agencies in GDS was 0.37%. In2010, eDreams’ market share grew 1.2x to 0.43%. With the Combination, together with continuedorganic growth, our market share reached 1.72% in 2012 (source: Travelport data referred to in‘‘Market and Industry Data’’).

With growth rates of 14%, 15% and 14% over the three months ended June 30, 2013,September 30, 2013 and December 31, 2013 respectively, we have recently experienced a stronggrowth in flight bookings. Based on a comparison with most recently completed financial years, webelieve we are outperforming our major peers in terms of flight bookings growth within the onlinesector of the flight travel market.

Overall, we have also grown our share of total seats offered by airlines in the market,irrespective of whether they are sold directly by the airlines or via distributors. Based on ICAO data,airline seat capacity in kilometers expanded by 4.8% in the twelve months ended December 31,2013 while our flight Bookings growth grew by 12.6% during the same period.

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Strong profitability, sustainable margins and cash flow generation based on scale, revenuestream multiplication, breadth of product offering and broad geographic footprint

We believe globalization is unstoppable in our industry and we expect to see global-focusedcategory leaders take share from local and or generalist players. We operate with strong profitabilityrelative to most online travel companies and also compared to European-headquarteredeCommerce companies, as measured by Recurring EBITDA Margin, due in part to our scale andour size, as well as our deliberate focus on the online leisure flight sector compared to companieswho seek to be leaders in several travel sectors.

The following characteristics of our business also underpin our strong profitability andmargins.

Revenue stream multiplication

We believe that our focus on revenue stream multiplication makes us competitive amongonline travel companies. We focus on service fees (which is the total difference between the price atwhich we source a product and sell that product to a customer, which difference includes, amongother components, any mark-up to the price at which we source a product and fees that we chargecustomers in connection with a booking) as an important source of revenue to maximize ourmargin expansion. In contrast to 2001 when the overwhelming majority of an online travelcompany’s revenues derived from airline commissions and incentive fees, this revenue stream isnow considerably less significant (for example, for the year ended March 31, 2013, airlinecommissions and overcommissions received on flight Bookings represented 8% of our RevenueMargin).

Over time, we have invested in technology to multiply our sources of revenue for each userand booking, which are various and include:

• customer revenues, including in the form of service fees on a range of flight products(including network, low-cost carriers and charter) and non-flight products (such as DynamicPackages), as well as insurance related to these products;

• supplier revenues, including in the form of GDS incentive payments, commissions andovercommissions from airlines, white label sourcing partners, hotel operators, tour operatorsand other providers of travel products, as well as payment processors and insurancecompanies; and

• our advertising and metasearch revenues, which have increased to e11.4 million for the ninemonths ended December 31, 2013, a growth rate of 86.8% compared to the correspondingprior nine-month period and representing 3.7% of our revenues for the nine months endedDecember 31, 2013, notably as a result of the Liligo acquisition in October 2013.

We are not dependent on supplier revenue, and approximately 71% of our Revenue Margin inthe year ended March 31, 2013 was generated from our customers. A typical flight transactiongenerates between six and eight revenue streams for us (for a discussion, see ‘‘Business—Business Model and Revenue Sources’’). We believe this is an advantage because most of ourcompetitors do not have the know-how or have not invested in the multiplication of revenue sourcesin recent years.

Increased margins generated by our superior technology

Following the Combination, eDreams ODIGEO, has been able to increase service fees onproducts continuously as a result of our technology, which allows us to dynamically set our servicefees in a sophisticated and adaptable manner, with an estimated average of 7 billion pricingelements reviewed per hour. By offering customers lower prices compared to other availableoptions, we are able to offer attractive all-in prices and to generate strong margins. We use theinventory from our multiple inventory sources (e.g., GDSs, Direct Connect, etc.), combined with ourmassive testing ability, to find low overall itinerary cost options, as well as the optimum service fees.This helps us maximize our Revenue growth and EBITDA Margin mix.

In addition, our technology and our online acquisition channels provide us with instantaneousdetailed data on customer acquisition costs for each single booking, allowing us to maximizemargins. For example, we manage 21 million keywords in our search engine partners to generate

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an average of 28 million daily impressions (which are the number of online advertisementsgenerated on the websites of search engines). We have invested in search engine marketing sinceits inception and over time have developed strong know-how, a leading position and strongtechnology to help us optimize the cost of the search channel. Search engine algorithms typicallyvalue an online retailer’s historical track record for a specific set of keywords, and companies with astrong track record such as us can generate higher traffic with lower costs compared to newentrants with no track record. Because of our strong historical track record in the vast majority ofpossible keywords in the online flight distribution sector, we believe that it is difficult for othercompetitors to generate similar margins from online search advertising and that this has drivensome competitors who cannot achieve those returns, particularly new entrants, into investing heavilyin offline advertising. We believe our ability to deliver good returns from online advertising is astrategic advantage and a direct consequence of our extensive investment in technology over manyyears, which we plan to continue maintaining.

We have similarly developed strong technology components geared at optimizing our marginsfor our products distributed through metasearch companies and other online distribution partners.

Overall, we have demonstrated in the past an ability to generate more Gross Bookings perunit of marketing spend than most of our competitors, and more Revenue per unit of marketingspend than pure metasearch companies.

Geographic footprint expansion

We are present in 42 countries and our broad geographical reach enhances our ability todiversify the risks of single-market shocks and reduce the overall level of competitive pressure. Weoperate in 16 of the world’s 18 largest online travel countries, according to PhoCusWright, and areparticularly strong in Europe. We have continued to enter new markets with 14 new marketsentered since March 31, 2012 and, based on internal Company reports, we have been successful inachieving profitability (measured as Revenue Margin earned less variable costs) in most of our newmarkets within 12 months of entering such markets. France is our most important market in termsof Revenue Margin contribution, followed by Germany, Spain, Italy, the United Kingdom and theNordics, and we believe we have the largest flight distribution platform in Europe (based on 2012Gross Bookings). Outside of Europe, we are present in a number of large countries, includingAustralia, the United States, Argentina, Brazil, Turkey and Mexico.

Our Revenue Margin from our Expansion segment grew by 27.7% in the nine months endedDecember 31, 2013 and 39.2% in the year ended March 31, 2013, in each case compared to thecorresponding prior period, demonstrating our success in establishing market presence andgaining market share. Revenue Margin growth for the year ended March 31, 2013 was positivelyimpacted by the full year consolidation of Opodo. In the nine months ended December 31, 2013and the year ended March 31, 2013, our Expansion segment represented 38% and 33% of ourRevenue Margin, respectively, and we believe international expansion is a key opportunity forcontinued growth.

Our rate of growth in the countries in which we are present other than France, Germany,Spain, Italy, the United Kingdom, and the Nordics (the ‘‘Other Countries’’) is also strong. In the ninemonths ended December 31, 2013, Bookings in such Other Countries grew by 52% during suchperiod. During the same period, bookings in the three Other Countries with the highest individualgrowth in Bookings (which together accounted for 67% of all Other Countries Bookings) grew by36%, collectively, and growth in the remaining Other Countries (which together accounted for 33%of all Other Countries Bookings) grew by 95%, collectively.

Breadth of flight product offering

We believe we offer a broad array of flight travel products. We source and make available toleisure travelers tickets from full-service carriers, low-cost carriers and charter flights. We accessinventory from carriers both via the principal GDS providers and via Direct Connect technology toan airline’s booking systems or public website. In respect of full-service carriers, we accesspublished fares and, in certain cases, private fares. We further benefit from time to time from anallocation of seats, which enables us to offer more competitive prices. In addition, we havedeveloped unique proprietary technology which allows us to dynamically price air tickets, combine

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competitively priced products and combine fares, creating unique fare combinations and loweringticket prices to customers in order to attract more travelers.

Breadth of distribution

We work with hundreds of business partners (including most large social media sites), dozensof metasearch companies, traditional travel agencies, tour operators, white label partners, corporatecustomers and several generalist search engines to ensure our products are as widely accessibleas possible. We believe that our diversified relations with distributors contributes to optimizing ourcustomer acquisition costs.

Superior cash generation

Our business is characterized by structurally negative working capital as customers typicallypay us before we pay our suppliers, and our state-of-the-art technology platform has beendeveloped mostly in-house and requires limited capital expenditure relative to our EBITDA, whichcontributes to robust free cash flow generation. Accordingly, we have been able to deliver on a netdebt basis since the Opodo Acquisition from 4.7x net debt/Recurring EBITDA (as of December 31,2010 pro forma for the Opodo Acquisition and adjusted for the issuance of the 2019 Notes andapplication of the proceeds thereof) to 3.5x net debt/Recurring EBITDA (as of December 31, 2013),despite challenging macroeconomic conditions in Europe. Our strong profitability and cash flowhave allowed us to invest in growth initiatives, including in new technology.

Sustainable competitive advantages and strong barriers to entry

We operate in a highly complex and fragmented market that requires scalable, state-of-the-arttechnology to become or remain a competitive player. The size and scale of certain online travelcompanies such as us also provide such players with significant competitive advantages. As aresult of these factors, all set out in greater detail above, we believe that we operate in a marketthat has significant barriers to entry.

Innovative and proven management team

Our management team has a long history of operating in leading companies and the onlinetravel industry, a track record of long-term profitable business growth through several businesscycles and exogenous shocks to the travel industry and a shared vision for our combined group.Certain key members of our management team have more than 13 years of online flight distributionexperience, which provides us with deep know-how and a strong basis to transform innovativeideas into technological products to be offered through our platform and a superior visibility ofmarket trends resulting from our category leadership and global scale.

Our Chief Executive Officer, Javier Perez-Tenessa de Block, a trained aerospace engineer, hasinstilled a strong analytical and quantitative approach, as well as a passion for innovation, ineverything we do. Javier Perez-Tenessa de Block is a veteran of the Internet, having worked atNetscape Communications (which invented the web browser) in Silicon Valley from 1996. Helaunched the first eDreams website in 2001 and has run the company from its founding. Our ChiefFinancial Officer, David Elızaga, brings complementary functional knowledge and capital marketsexperience with over e2 billion raised in several debt and equity market transactions including theinitial public offering of Codere, S.A. Our Group Chief Operating Officer, Dana Dunne, has vastexperience in managing large, complex multinational companies and teams, strong operational andanalytical skills, and broad industry experience gained through positions at McKinsey, as presidentof AOL Europe and as chief commercial officer at EasyJet.

Our Strategy

Our principal objective is to grow our leading market position in the online flight distributionbusiness on a worldwide basis.

We believe success in online flight distribution depends strongly on the ability to excel in fivekey areas: (i) superior breadth of seat inventory, (ii) lower overall available itinerary cost, (iii) highermargin generation, (iv) superior booking growth and (v) customer engagement with strong brands.Building on our strengths discussed above and by taking advantage of our team know-how, broad

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access to data and understanding of the global flight market, we plan to continue focusing oninnovation with the goal of optimizing our business along these five areas. Our managementintends to accomplish this by continuing to focus on the following strategies.

Continue investing in technological innovation as a driver of lower prices, strong margins,and higher growth and customer engagement

We believe that our proprietary technology is critical to our success, as described in ‘‘—OurStrengths—Scalable state-of-the-art booking platform based on proprietary technology’’. Ourprincipal technology objectives are (i) ensuring our continued ability to offer our customers the mostcompetitive pricing possible across an extensive range of inventory, (ii) maximizing our operatingresults by increasing our margins and (iii) continuing to contribute to our effective marketingstrategy. We believe these objectives are key to support our growth strategy, improve our marginsand allow us to invest in innovation and better products compared to our competitors.

Innovation around superior inventory is critical to our strategy to offer the lowest possible overallitinerary cost and at the same time preserve our ability to generate higher margins

We distribute flight products to our customers to which we add service fees over the price atwhich we source the inventory from different airlines, as well as additional service or booking fees.We have invested heavily in our technology in the past and intend to continue doing so in thefuture to ensure that we can provide attractively priced offers to our customers for any flightproduct, for example, by connecting to several GDS providers, optimizing our ‘‘Direct Connect’’technology, improving our handling of net fares, and integrating our systems to those of severalpayment processors.

The all-in price is the key decision factor for travelers when making a travel booking,particularly a flight, and through the continued enhancement of our sophisticated algorithm-drivenplatforms and data-mining software, which are part of the One Platform, we intend to maintain ourpricing advantage in offering low overall itinerary costs to customers so that we can benefit fromhigher margin generation.

By lowering overall itinerary costs, our technology is critical to generating higher marginsbecause generating and offering the most attractive itinerary cost to our customers allows us tocharge higher levels of service fees for the products we offer while remaining competitive comparedto the alternative offers of our competitors. We have invested significant technological resources inthe past to refine the service fees we can charge to customers in each transaction, by measuringand adjusting our offer to each customer’s perceived price elasticity. We intend to continueinvesting in such margin maximization technology to maintain our innovative edge.

Increasing our engagement and relationship with our customers is also important

We believe that in addition to our competitive all-in prices, our effective and simple customerinteraction with our sites, as well as our strong pre-booking and after-booking customer service arekey to increasing our engagement with our customers, which in turn increases the attractiveness ofour brands, reduces our customer acquisition costs and improves our overall profitability. We haveinvested significant technological resources in the past to improve the reliability anduser-friendliness of our sites and we have built large multi-lingual call centers serving the markets inwhich we operate. We see call centers not only as a key tool to generate customer loyalty, but alsoas a revenue generation unit, and we have lowered our call center cost-per-action significantly. Weexpect to continue investing to improve customer interaction with our sites and the productivity ofour call centers.

In addition, we plan to enhance our relationship with customers by continuing to focus onpromoting our brands through online channels, where we currently invest most of our marketingbudget, as these channels have delivered higher final margins for us in the past compared totraditional offline channels such as television advertising. We will continue investing in onlineacquisition channels, including search engine marketing technology, which we believe is animportant strength as set out in ‘‘—Our Strengths—Strong profitability, sustainable margins andcash flow generation based on scale, revenue stream multiplication, breadth of product offering andbroad geographic footprint—Increased margins generated by our superior technology’’. We will also

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continue investing on our technology components geared at optimizing our margins for ourproducts distributed through metasearch companies and other online distribution partners.

Expanding our geographic footprint to provide for long-term growth

We are focused on making our product offerings more broadly accessible. Although ourprincipal revenues are currently generated in Europe, we have been broadening our operationsoutside of Europe in a number of large countries in which we have been growing rapidly, such asIndia, Australia, Brazil, Mexico, the United States and Canada as well as other countries in SouthAmerica, Africa and Asia, where we are generally experiencing strong growth and market sharegains. Since March 31, 2012, we have expanded our operations into 14 new jurisdictions, and wecontinue to look for new attractive market opportunities.

Our operations in our Expansion segment (which we define as our markets other than France,Spain and Italy) are already an important and growing part of our business. In the year endedMarch 31, 2013, our Expansion segment represented 33% of our Revenue Margin, and RevenueMargin from our Expansion segment grew by 39.2% compared to the year ended March 31, 2012partly as a result of the full year consolidation of Opodo. In the nine months ended December 31,2013, our Expansion segment represented 38% of our Revenue Margin, and Revenue Margin fromour Expansion segment grew by 27.7% compared to nine months ended December 31, 2012. (Notethat for the years ended March 31, 2013 and 2012, the Expansion segment does not include anyRevenue Margin attributable to Go Volo, as it has been attributed to the Core segment in its entiretyirrespective of the location at which the booking was made. For the nine months endedDecember 31, 2013 and 2012, Revenue Margin attributable to Go Volo has been allocated betweenthe Core and Expansion segments according to the country of booking.) We intend to continuefocusing on developing our businesses in our Expansion markets and believe that this represents apromising opportunity for driving long-term growth. In particular, we believe that expanding andfurther customizing our products in less mature travel markets characterized by higher growthpotential and lower online travel penetration provides upside opportunities.

Prior to entry, we carefully analyze new market opportunities by considering factors such asmarket size, penetration of online access, competitive landscape, economic growth potential, andthe legal and regulatory framework, among others. When we enter a new market, we seek to beprofitable (measured as Revenue Margin earned less variable costs) in that market within12 months of operations.

Capturing growth opportunities in non-flight travel, including hotels, rental cars, DynamicPackages, insurance, advertising sales, metasearch and, in the future, potentiallyin-destination services

As described in ‘‘—Our Strengths—We believe we are a global category leader in eCommerceand the leader in the online leisure flight sector’’, our principal focus is on growing our flightleadership position. However, we intend to continue increasing the revenues we generate fromnon-flight products by partnering with non-flight category leaders to source non-flight products. Wealso believe that our strategy of leveraging our scale in the flight segment to cross-sell non-flightproducts will allow us to acquire non-flight travel customers at significantly reduced costs.

Dynamic Packages. Dynamic Packages (which are dynamically priced packages consistingof a flight product and a hotel booking that travelers customize based on their individualspecifications by combining select products from different travel suppliers based on our inventory)are an important product in our growth strategy because we believe that our superior flight platformgives us a competitive advantage compared to other players with respect to such packagedproducts because flights are typically the first product customers consider in travel planning,enabling us to cross-sell hotels. As a result, we intend to continue developing this product in ourprimary business in which we will manage all aspects of the transaction with proprietary technology.The unification of Dynamic Packages into a single improved technology platform is a principalproject over the next two years.

Hotels and car rentals—optimizing inventory sourcing. We recently signed nonexclusive‘‘white label’’ agreements with leading providers of hotel and car rental booking platforms, whichallows us to offer our customers hotel and car rental inventory offered by these sourcing partners

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directly through our own websites and with our branding. By sourcing from such white labelpartners, we have improved attachment rates of non-flight products such as hotels and car rentalsand related insurance over the last two years.

Insurance. We sell travel insurance products through a partnership with a leading insuranceprovider on what we believe are attractive terms. We intend to continue cross-selling insurance toour customers.

Advertising and metasearch. We are focused on expanding our non-transactional revenuesources and have been successful at increasing our advertising revenues, which have grown by86.8% year-on-year to e11.4 million for the nine months ended December 31, 2013.

We believe that advertising and metasearch is an additional non-transactional revenue streamthrough which we can grow our business. Metasearch revenue is not directly booking-related (andis based on revenue per search and per click-out basis) and the monetization of non-booking trafficmonetization complements the core revenue generation streams of our largest brands. To capitalizeon this opportunity, in October 2013, we acquired Liligo, a metasearch company. Through thisacquisition, we believe we can enhance growth by integrating Liligo’s technology and revenuegeneration model into our core offering, to increase our advertising and meta click-out revenue.Liligo currently operates in 11 countries and processes approximately 39 million metasearches peryear and we plan to expand its operations to certain other jurisdictions where our other brandsoperate, drawing on our knowledge and experience in those jurisdictions.

We operate a venture farm to allow us to partner and invest in small innovative companieswhere we see large growth potential. We look for companies with unique technology that couldhelp to improve margins, prices or cross-selling capacities based on our sale of flight products,which we believe can be leveraged across our customer base, with a view to producing synergies.For example, our venture farm identified and led to our recent acquisition of Liligo.

In-destination spending. We believe that in-destination products and services (such asrestaurant reservations, local transportation and local retailing) sold online and the push ofcontextual offers to travelers during their trip may, in the future, be growth areas for us, althoughthis would be a new area for OTAs, including us. Because the first booking that customers typicallymake when making a multi-product booking is a flight product and we are the category leader inthe online flight sector, we have good early visibility on when and where a customer will betravelling, which is valuable proprietary information we can use to offer and cross-sell in-destinationproducts and services. As a result, we believe we would be well positioned to take advantage ofgrowth from the shift of in-destination spending towards online (and mobile) channels from themostly offline channels currently used by customers in the in-destination market. The total amountspent by customers in the in-destination market was estimated to be US$2.1 trillion in 2010 (source:U.S. Travel, WTTC, and IATA data referred to in ‘‘Market and Industry Data’’).

Continue expanding our presence across different customer segments, booking channelsand distribution channels

We intend to invest in the expansion of our product offerings across different customersegments, booking and distribution channels.

Mobile. We continue to invest in our mobile platforms to be competitive in this importantbooking channel (implementing a common platform across our brands). We have dedicated teamsto foster our presence in the mobile travel space, which has grown significantly in the last year. InApp Annie’s ranking of free travel apps (excluding non-flight focused or non-travel apps), our appswere ranked second in Spain and Italy and third in France in terms of frequency of downloads as ofJanuary 14, 2014. In December, 2013, 12% of our flight Orders were made through mobile devicescompared with 6% of our flight Orders in December 2012. We believe that mobile will be thechannel that will ultimately allow online distributors to access the in-destination market in the futureso it is an important area of focus for any potential expansion into this market.

We believe that our ability to generate both transactional and non-transactional revenue fromcustomer visits to our websites gives us an advantage over pure metasearch companies, whichhave experienced, for example, difficulties in monetizing the mobile channel.

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Online corporate travel. Through Travellink, we operate an online corporate travel business inthe Nordic region. Utilizing Travellink’s experience and infrastructure, we intend to expand intooffering online corporate travel products in other parts of Europe under our eDreams and Opodobrands. Online corporate travel is an attractive market for us because it is characterized by repeatbusiness and relatively low online penetration. According to PhoCusWright, the online corporatetravel market is expected to grow in 2014 as measured by gross bookings, and such growth isexpected to be associated with a shift from offline to online. We expect the development of ouronline corporate travel business to be a long-term process as customer acquisition is based onrelationship building through personalized sales contact, rather than creating and promotingwebsites, as in our leisure business.

White label and XML distribution agreements. We also operate white label distributor servicesfor approximately 185 other companies in the travel industry, including Aer Lingus and Wizz Tours,where we operate their respective flight and/or dynamic package booking engines. Thisdemonstrates our preeminent technological leadership position in flights, as customers find it moreattractive and efficient to outsource their booking engines to us. We intend to continue seeking toattract new customers to provide white label services in flight bookings.

In addition to our white label distribution partnership agreements, we have agreements inplace with 11 XML partners to which we provide XML feeds and webservice links so that suchpartners can display the products that we distribute on their websites. Our XML partners includeCtrip, an online travel agent focused on China, with which we recently signed an agreement to useour flight booking platform to display certain flights on Ctrip’s websites. In contrast to a white labeldistribution partner, XML partners do enter into an agreement with the end customer and collect thepurchase price from the customer, which they pass on to us for the purpose of paying the supplier.

We will continue optimizing our online and offline channels, including search engines,metasearch, direct traffic and CRM, as well as white label distribution arrangements andbusiness-to-business for offline players.

Benefit from attractive M&A opportunities

As a group, we believe we have demonstrated the ability to deliver on ambitious and largeM&A transactions, such as the Combination and the Opodo Acquisition in 2011, and the ensuringintegration process, which can be particularly challenging when acquiring technology companies.These major transactions multiplied our Revenue by 3x and our EBITDA by 3.5x (based on ourresults for the year ended March 31, 2012 compared with eDreams results for the year endedDecember 31, 2010).

Our position as the world’s largest online distributor of flight products and one of Europe’slargest eCommerce companies, as well as our proven ability to deliver on strategic transactions, putus in an advantageous position to investigate, test and, if appropriate, execute any attractivestrategic opportunities. Furthermore, our strong cash flow generation and expected deleveraging inconnection with the use of proceeds of this offering will give us increased flexibility, allowing us toact opportunistically in respect of any attractive targets.

Our principal executive offices and our telephone and facsimile numbers are:

eDreams ODIGEO282, Route de Longwy

L-1940 LuxembourgTelephone: +352 26 86 81 30Facsimile: +352 26 86 81 31

We are currently in the process of finding new suitable premises for our principal executiveoffices. Our web address is www.edreamsodigeo.com. Neither the content of our website nor thecontent of any website accessible from hyperlinks on our website is incorporated into, or forms partof, this offering memorandum.

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The Offering

The Company . . . . . . . . . . . . . . . . eDreams ODIGEO

The Selling Shareholders . . . . . . . . The Selling Shareholders comprise (i) the Principal SellingShareholders (Luxgoal 3, the Ardian Funds, Willinvest &GMPI, the Five Arrows Vehicles, the Other ArdianCo-investors and Luxgoal 2) and (ii) the Minority SellingShareholders (which are Minority Shareholders that electedto sell Shares in the offering).

The Minority Shareholders are certain current and formeremployees of the Company (including Javier Perez-Tenessa de Block (our founder, Chief Executive Officer andChairman of our Board of Directors) and other members ofour Senior Management Leadership Team) and ‘‘friendsand family’’ shareholders of the Company. The MinorityShareholders who elected to sell Shares in the offering(the ‘‘Minority Selling Shareholders’’) entered into afacilitation agreement with the Company pursuant to whichthe Company is facilitating the sale of the Offer Shares tobe sold by the Minority Selling Shareholders (noting thatsuch Offer Shares and the proceeds from the sale thereofshall at all times remain the property of the relevantMinority Selling Shareholder). See ‘‘Plan of Distribution’’.

The Minority Selling Shareholders include members of ourSenior Management and comprise 163 MinorityShareholders, most of whom are employees of theCompany or its subsidiaries. Assuming that the over-allotment option is not exercised, each Selling Shareholderwill sell in the offering the proportion of its Sharesimmediately following the Shareholder Reorganizationequal to the same proportion of Shares that each otherSelling Shareholder sells in the offering, subject to certainSelling Shareholders selling less than such commonproportion.

See ‘‘Principal and Selling Shareholders’’.

The offering . . . . . . . . . . . . . . . . . . The offering consists of an offering not qualifying as apublic offering for the purposes of the Prospectus Directiveof Offer Shares (i) outside the United States in offshoretransactions as defined in, and in compliance with,Regulation S under the Securities Act and (ii) in the UnitedStates to persons reasonably believed to be qualifiedinstitutional buyers (‘‘QIBs’’) as defined in, and in relianceon, Rule 144A under the Securities Act or pursuant toanother exemption from, or in a transaction not subject to,the registration requirements of the Securities Act.Prospective purchasers are hereby notified that the sellersof the Offer Shares may be relying on the exemption fromthe registration provisions of Section 5 of the Securities Actprovided by Rule 144A.

Total number of Shares offered inthe offering . . . . . . . . . . . . . . . . . . 36,707,313 Offer Shares at an offering price of e10.25 per

Offer Share.

15

The Selling Shareholders are offering an aggregate of31,829,264 Offer Shares in the offering. The PrincipalSelling Shareholders and Javier Perez-Tenessa de Blockhave granted to J.P. Morgan Securities plc, on behalf of theUnderwriters, an option to purchase additional OfferShares representing up to 15% of the total number of OfferShares offered by us and the Selling Shareholders in theoffering to cover over-allotments, if any. See‘‘—Over-allotment option’’. We will not receive any of theproceeds from the sale of Offer Shares by the SellingShareholders in the offering.

Number of issued and outstandingShares before and after theSettlement . . . . . . . . . . . . . . . . . . . Information relating to the Shares issued and outstanding

prior to and after the Settlement is set forth below. Suchinformation reflects the issuance and sale by us of4,878,049 new Shares in the offering and assumes that theShareholder Reorganization has been completed and thatthe over-allotment option is not exercised.

Before Settlement After Settlement(1)

No. of Percentage No. of PercentageShares of Shares Shares of Shares

Luxgoal 3(2) . . . . . . . . . . 48,472,569 48.5% 32,917,587 31.4%Ardian Funds(3) . . . . . . . . 31,052,636 31.1% 21,087,759 20.1%Willinvest & GMPI . . . . . . . 5,419,811 5.4% 3,680,579 3.5%Five Arrows Vehicles . . . . . 4,835,844 4.8% 3,284,008 3.1%Luxgoal 2(5) . . . . . . . . . . 1,561,156 1.6% 1,060,177 1.0%Other Ardian Co-investors(4) . 563,985 0.6% 382,999 0.4%Javier Perez-Tenessa de

Block(6) . . . . . . . . . . . . 2,988,700 3.0% 2,029,618 1.9%Other Senior Management(7) . 2,401,647 2.4% 1,762,323 1.7%Other Minority Selling

Shareholders(8) . . . . . . . 2,703,652 2.7% 1,965,686 1.9%Public . . . . . . . . . . . . . . — 0.0% 36,707,313 35.0%

Total Shares . . . . . . . . . . 100,000,000 100.0% 104,878,049 100.0%

Notes:

(1) All of the percentages above assume that the over-allotment option is notexercised.

(2) A vehicle wholly-owned by the Permira Funds.

(3) Holding through the Ardian Vehicles.

(4) Comprises CM CIC Investissement SAS, CIC Mezzanine 2 FCPR, MassenaSpecial Recovery FCPR and Dentressangle Initiatives SAS.

(5) A vehicle established in connection with the purchase of shares from certainformer members of GoVoyages’ management.

(6) Our Chief Executive Officer and Chairman of our Board of Directors, JavierPerez-Tenessa de Block, is selling Shares in the offering and granting a portionof the over-allotment option.

(7) Comprises members of our Senior Management other than Javier Perez-Tenessa de Block who are selling Shares in the offering.

(8) The Other Minority Selling Shareholders comprise 163 Minority Shareholders,most of whom are employees of the Company or its subsidiaries.

Assuming that the over-allotment option is exercised in fullat an offer price of e10.25 per Offer Share, the number ofShares held by our Principal Selling Shareholders andMinority Shareholders and the number of Shares publiclyheld after Settlement of the offering will be 62,664,639 and42,213,410, respectively, representing 59.75% and 40.25%,respectively, of our total issued share capital.

16

See ‘‘Principal and Selling Shareholders’’ below for furtherinformation on our share capital structure.

Over-allotment option . . . . . . . . . . . The Principal Selling Shareholders and Javier Perez-Tenessa de Block have granted an option to J.P. MorganSecurities plc, on behalf the Underwriters, which isexercisable within 30 calendar days from the date the OfferShares commence trading on the Spanish StockExchanges, to purchase additional Offer Sharesrepresenting up to 15% of the total number of Offer Sharesoffered by us and the Selling Shareholders in the offering,to cover over-allotments, if any. Any such additional OfferShares will be sold by such Shareholders pro rata to thenumber of Offer Shares to be sold by them in the offering.See ‘‘Plan of Distribution’’ below.

Pricing of the offering . . . . . . . . . . . The offering price is e10.25 per Offer Share.

Listings and quotation . . . . . . . . . . . We have applied for Admission to Trading of the Shares(including the Offer Shares) on the Spanish StockExchanges, and we expect the Shares to commencetrading on the Spanish Stock Exchanges on or aboutApril 8, 2014 under the symbol ‘‘EDR’’. See ‘‘Plan ofDistribution’’ below.

The actual date on which the Shares will commence totrade on the Spanish Stock Exchanges will depend oncertain regulatory approvals from the CSSF and the CNMVthat are beyond our control and may take longer thanexpected.

Dividends and dividend policy . . . . . The Offer Shares offered hereby will be eligible for anydividends paid or declared after the offering.

We do not currently intend to pay a dividend on ourShares in the foreseeable future because based on theCompany’s profile and strategy we expect to reinvest ournear-term future earnings and cash generation in initiativesto grow the business or for purposes of deleveraging.

See ‘‘Dividends and Dividend Policy’’ below for a summaryof our dividend policy and for important informationregarding certain limitations placed by our financingarrangements on our ability to pay dividends and makeother distributions to our Shareholders.

Voting rights . . . . . . . . . . . . . . . . . . Each Share entitles the holder to one vote. See‘‘Description of the Share Capital of the Company andApplicable Regulations—Voting Rights and GeneralMeeting of the Shareholders’’.

Use of proceeds . . . . . . . . . . . . . . . We expect to obtain gross sale proceeds from the offeringof e50 million and intend to use such gross proceeds toredeem a portion of the 2019 Notes after May 1, 2014.

We intend to use approximately e12.6 million of cash onhand to pay the underwriting commissions relating to theprimary offering and expenses relating to the offering(assumes full payment of the Underwriters’ discretionaryfee). See ‘‘Use of Proceeds’’ below.

We will not receive any of the proceeds from the sale ofOffer Shares by the Selling Shareholders.

17

Lock-up agreements:

Company lock-up . . . . . . . . . . . . . . We have agreed with the Underwriters that, without theprior written consent of the Joint Global Coordinators,which consent shall not be unreasonably withheld, we willnot, during the period commencing on April 3, 2014 andending 180 days following the listing of the Shares on theSpanish Stock Exchanges, directly or indirectly issue, offer,pledge, sell, contract to sell, sell any option or contract topurchase, purchase any option or contract to sell, grantany option, right or warrant to purchase, lend or otherwisetransfer or dispose of any of our Shares or any securitiesconvertible into or exercisable or exchangeable for ourShares, file any registration statement with respect to anyof the foregoing or enter into any swap or any otheragreement or any transaction that transfers, in whole or inpart, directly or indirectly, the economic consequence ofownership of our Shares, subject to certain exceptionsdescribed in ‘‘Plan of Distribution’’ below.

Principal Selling Shareholderslock-up . . . . . . . . . . . . . . . . . . . . . The Principal Selling Shareholders have agreed with the

Underwriters to similar restrictions from April 3, 2014 andending 180 days following the listing of the Shares on theSpanish Stock Exchanges, subject to certain exceptionsdescribed in ‘‘Plan of Distribution’’ below.

Senior Management LeadershipTeam lock-up . . . . . . . . . . . . . . . . . Each member of our Senior Management Leadership Team

has agreed with the Underwriters to similar restrictionsfrom April 3, 2014 and ending 360 days following thelisting of the Shares on the Spanish Stock Exchanges,subject to certain exceptions described in ‘‘Plan ofDistribution’’ below.

Minority Selling Shareholders andDirector lock-up . . . . . . . . . . . . . . . Approximately 100 Minority Selling Shareholders who are

current employees of the eDreams ODIGEO Group,including the members of our Senior Management otherthan our Senior Management Leadership Team, haveagreed with the Company to substantially the same lock-up arrangements for a period of 360 days following thelisting of the Shares on the Spanish Stock Exchanges asthose entered into by our Senior Management LeadershipTeam with the Underwriters. In addition, the Company hasentered into a substantially similar lock-up arrangementwith James Hare, one of our Directors, for a period of180 days following the listing of the Shares on the SpanishStock Exchanges.

Payment and settlement . . . . . . . . . We expect all of the Offer Shares (other than the OfferShares relating to the over-allotment option) sold in theoffering to be delivered against payment of the offeringprice on the date of Settlement, which is expected to beon or about April 10, 2014, to the accounts of purchasersthrough the book-entry facilities of Iberclear.

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SUMMARY FINANCIAL INFORMATION AND OTHER DATA

The summary financial information as of December 31, 2013 and for the nine months endedDecember 31, 2013 and 2012 and as of and for the years ended March 31, 2013 and 2012presented below has been derived from our Consolidated Interim Financial Statements and ourConsolidated Annual Financial Statements, respectively, and should be read in conjunction with,and is qualified by reference to, ‘‘Presentation of Financial and Other Data’’, ‘‘Management’sDiscussion and Analysis of Our Financial Condition and Results of Operations’’, and ourConsolidated Interim Financial Statements and Consolidated Annual Financial Statements, includingthe notes thereto, included in this offering memorandum. The Consolidated Interim FinancialStatements have been prepared in accordance with IFRS and are unaudited. The ConsolidatedAnnual Financial Statements have been prepared in accordance with IFRS and audited by DeloitteAudit S.a r.l., our independent auditors.


See ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results ofOperations—Factors Affecting the Comparability of Our Results of Operations’’.

Consolidated Income Statement Data

For the nine For the yearmonths ended endedDecember 31, March 31,

2013 2012 2013 2012(unaudited) (audited)

(in thousand g)Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,957 355,698 479,549 423,543Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,051) (87,554) (106,563) (103,840)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (50,044) (45,784) (61,171) (55,953)Depreciation and amortization and impairment and

profit/(loss) on disposals of non-current assets (net) . . (31,687) (17,351) (33,621) (43,846)Other operating income/(expenses) . . . . . . . . . . . . . . . (178,864) (147,525) (211,605) (174,239)Other income/(expenses) non-recurring . . . . . . . . . . . . (1,809) (2,615) (3,229) (29,802)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869 63,360 15,863

Financial and similar income and expensesFinancial result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,953) (45,515) (83,096) (72,356)Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (32) (45) —Profit/(loss) before taxes . . . . . . . . . . . . . . . . . . . . . . 2,549 9,322 (19,781) (56,493)

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,677) (7,212) (3,617) (7,763)Profit/(loss) for the year from continuing operations . (9,128) 2,110 (23,398) (64,256)

Profit for the year from discontinued operations net oftaxes (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

Consolidated profit/(loss) for the year . . . . . . . . . . . . (9,128) 2,110 (23,398) (64,256)

Profit and loss non-controlling interest . . . . . . . . . . . . . — 68 68 —(1)

Profit and loss attributable to the parent company . . (9,128) 2,178 (23,330) (64,256)

(1) Opodo Limited acquired a 25% stake in ReallyLateBooking on March 31, 2012, which was not reflected in ourfinancial information as of and for the year ended March 31, 2012.

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Consolidated Statement of Financial Position Data

As of As ofDecember 31, March 31,

2013 2013 2012(unaudited) (audited)

(in thousand g)Assets:Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,179,394 1,186,377 1,199,251Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,632 5,087 6,327Non-current financial assets . . . . . . . . . . . . . . . . . . . . . . 4,783 4,996 741Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,719 10,750 18,545Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . 11,819 12,284 12,076

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,206,347 1,219,494 1,236,940

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . 66,211 114,140 140,944Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,114 8,066 10,526Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 71 —Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . 89,649 159,201 119,443

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,046 281,478 270,913

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,373,393 1,500,972 1,507,853

Equity and liabilities:Capital and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,740 367,819 386,645Adjustments for changes in fair value . . . . . . . . . . . . . . . 2,431 8,790 71Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . — — 512

Shareholder’s equity (parent company) . . . . . . . . . . . . 366,171 376,609 387,228

Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,863 39,646 44,330Non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . 16,272 14,456 10,832Non-current financial liabilities . . . . . . . . . . . . . . . . . . . . 597,323 584,921 547,372Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 64,588 66,963 78,304Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . — — 91

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 715,046 705,986 680,929

Current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,181 1,873 1,774Current financial liabilities . . . . . . . . . . . . . . . . . . . . . . . 20,046 13,259 23,506Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . 254,751 393,780 407,404Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,198 9,465 7,012

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292,176 418,377 439,696

TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . 1,373,393 1,500,972 1,507,853

20

Consolidated Cash Flow Statement Data

For the ninemonths ended For the yearDecember 31, ended March 31,2013 2012 2013 2012

(unaudited) (audited)(in thousand g)

Consolidated profit/(loss) for the year . . . . . . . . . . . . . . (9,128) 2,178 (23,330) (64,256)

Depreciation and amortization and impairment . . . . . . . . . 31,687 17,351 33,622 43,846Other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,670 1,671 3,553 2,208Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,677 7,212 3,615 7,763Gain or loss on disposal of assets . . . . . . . . . . . . . . . . . . — — — 97Finance income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,953 45,515 83,097 72,356Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32 45 —Expenses related to share based payments . . . . . . . . . . . 3,409 2,081 3,449 3,074Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — — (3)Change in working capital . . . . . . . . . . . . . . . . . . . . . . . . (90,861) (52,559) 10,396 40,785Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,644) (7,353) (6,963) (9,941)

Net cash from operating activities . . . . . . . . . . . . . . . . . (13,236) 16,128 107,484 95,929

Acquisitions of intangible and tangible assets . . . . . . . . . . (15,794) (11,134) (15,498) (10,360)Proceeds on disposal of tangible and intangible assets . . . 1 11 — 6Acquisitions of financial assets . . . . . . . . . . . . . . . . . . . . . (66) (106) (1,713) (53)Payments/proceeds from disposals of financial assets . . . . 854 7 61 604Acquisitions of subsidiaries net of cash acquired . . . . . . . . (13,390) (13) — (410,318)Disposal of subsidiaries net of cash disposed . . . . . . . . . . — (1,096) (1,096) —Cash effect of change in consolidation method . . . . . . . . . — (89) (89) —

Net cash flow from/(used) in investing activities . . . . . . (28,395) (12,420) (18,335) (420,121)

Proceeds of issues of shares . . . . . . . . . . . . . . . . . . . . . . 1,765 — 1,500 167,559Borrowings drawdown . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 325,000 558,236Reimbursement of borrowings . . . . . . . . . . . . . . . . . . . . . (214) (10,431) (325,151) (286,294)Payment for derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . — — (7,176) (630)Interests paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,702) (33,525) (33,723) (33,309)Interests received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183 424 476 774Fees paid on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (914) — (11,339) (35,598)

Net cash flow from/(used) in financing activities . . . . . . (30,882) (43,532) (50,413) 370,738

Net increase/(decrease) in cash and cash equivalent . . (72,513) (39,824) 38,736 46,546

Cash and cash equivalents at beginning of period . . . . . . . 159,157 119,346 119,345 72,022Effect of foreign exchange rate changes . . . . . . . . . . . . . . (1,481) 526 1,074 778

Cash and cash equivalents at end of period . . . . . . . . . 85,163 80,048 159,155 119,346

Cash at the closingCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,649 87,035 159,201 119,443Bank facilities and overdrafts . . . . . . . . . . . . . . . . . . . . . . (4,486) (6,987) (46) (97)

Cash and cash equivalents at end of period . . . . . . . . . 85,163 80,848 159,155 119,346

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Other Unaudited Financial and Operating Data

The following financial information includes measures which are not accounting measures asdefined by IFRS. These measures should not be used instead of, or considered as alternatives to,the eDreams ODIGEO Group’s historical financial results based on IFRS. These measures may notbe comparable to similarly titled measures disclosed by other companies.

The other unaudited financial and operating data as of December 31, 2013 and for the ninemonths ended December 31, 2013 and 2012 and as of and for the years ended March 31, 2013 and2012 presented below has been derived from our Consolidated Interim Financial Statements, ourConsolidated Annual Financial Statements and/or internal Group accounts or information systems.

For the nine For the yearmonths ended endedDecember 31, March 31,2013 2012 2013 2012

(unaudited, unless otherwisestated)

(in thousand g, unless otherwisestated)

Bookings(1) (in thousand)Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,512 5,700 7,949 7,077Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750 599 779 653

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,261 6,300 8,728 7,730

Bookings(1)(2) (in thousand)Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,402 4,025 5,640 5,376Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,859 2,275 3,088 2,354

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,261 6,300 8,728 7,730

Gross Bookings(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,261 3,119 4,281 3,586

Revenue Margin(4)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,224 215,144 305,211 259,867Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,683 53,001 67,775 59,835

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,906 268,144 372,986 319,703

Revenue Margin(2)(4)

Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,547 176,216 250,038 231,400Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,359 91,928 122,948 88,303


Service fees per flight Booking(5) (in e) . . . . . . . . . . . . . . . . . 25.30 23.10 23.10 22.30

Revenue Margin(4)

from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223,446 192,815 265,443 220,258from suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,062 69,228 99,245 91,668from advertising and meta click-outs . . . . . . . . . . . . . . . . . 11,398 6,101 8,298 7,777


Variable Costs(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,800 148,214 210,197 172,166Fixed Costs(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,286 39,548 54,358 52,103

Recurring EBITDA(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,820 80,382 108,431 95,434Recurring EBITDA Margin(9) (% of Revenue Margin) . . . . . . . . 28.5% 30.0% 29.1% 29.9%EBITDA(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,189 72,220 96,981 59,709

Adjusted Profit(10)(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,545 11,103 10,300 (6,064)

(1) Bookings, which is a non-GAAP measure, means the number of transactions under the agency model and theprincipal model as well as transactions made via our white label distribution and sourcing partners. One booking canencompass one or more products and one or more passengers. For a description of the agency and principalmodels, see ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—PrincipalConsolidated Income Statement Line Items—Revenue—Agency and principal models’’.

22

(2) For the years ended March 31, 2013 and 2012, the Core segment includes all Bookings and Revenue Marginattributable to Go Volo irrespective of the location at which the booking was made. For the nine months endedDecember 31, 2013 and 2012, Bookings and Revenue Margin attributable to Go Volo have been allocated betweenthe Core and Expansion segments according to the country of booking.

(3) Gross Bookings, which is a non-GAAP measure, means the total amount paid by our customers for travel productsand services booked through us (including the part that is passed on to, or transacted by, the travel supplier),including taxes, service fees and other charges and excluding VAT. Gross Bookings include the gross value oftransactions booked under both agency and principal models as well as transactions made via our white labeldistribution and sourcing partners or any transaction where we act as ‘‘pure’’ intermediary whereby we serve as aclick-through and pass the reservations made by the customer to the relevant travel supplier.

(4) Revenue Margin, which is a non-GAAP measure, means our IFRS revenue less supplies. Our management usesRevenue Margin to provide a measure of our revenue after reflecting the deduction of amounts we pay to oursuppliers in connection with the revenue recognition criteria used for products sold under the principal model (grossvalue basis). Accordingly, Revenue Margin provides a comparable revenue measure for products, whether sold underthe agency or principal model. For a description of the agency and principal models, see ‘‘Management’s Discussionand Analysis of Our Financial Condition and Results of Operations—Principal Consolidated Income Statement LineItems—Revenue—Agency and principal models’’. Figures for the years ended March 31, 2013 and 2012 are based onaudited income statement line item figures.

(5) Service fees per flight Booking, which is a non-GAAP measure, means service fees (which is the total differencebetween the price at which we source a product and sell that product to a customer, which difference includes,among other components, any mark-up to the price at which we source a product and fees that we charge customersin connection with a booking) earned in respect of flight products divided by the number of flight Bookings.

(6) Variable Costs, which is a non-GAAP measure, includes all expenses which depend on the number of transactionsprocessed. These include acquisition costs, merchant costs as well as personnel costs related to call centers as wellas corporate sales personnel.

(7) Fixed Costs, which is a non-GAAP measure, includes IT expenses net of capitalization write-off, personnel expenseswhich are not Variable Costs, external fees, building rentals and other expenses of fixed nature.

(8) We define EBITDA, which is a non-GAAP measure, as profit/(loss) before financial and similar income and expenses,income tax and depreciation and amortization and profit/loss on disposals of non-current assets. We define RecurringEBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company before financial and similarincome and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets,certain share-based compensation, expenses related to the Combination and other income and expense items whichare considered by management to not be reflective of our ongoing operations. Neither EBITDA nor Recurring EBITDAis a measure of performance or liquidity under IFRS and should not be considered by investors in isolation from, or asa substitute for, a measure of profit, or as an indicator of our operating performance or cash flows from operatingactivities as determined in accordance with IFRS. We do not consider these non-GAAP financial measures to be asubstitute for, or superior to, the information provided by IFRS financial measures. We have presented thissupplemental non-GAAP measure because we believe that it is a useful indicator of our ability to incur and service ourindebtedness and can assist analysts, investors and other parties to evaluate our business. EBITDA, RecurringEBITDA and similar measures are used by different companies for differing purposes and are often calculated in waysthat reflect the circumstances of those companies. You should exercise caution in comparing EBITDA or RecurringEBITDA as reported by us to similar measures of other companies. We encourage you to evaluate the adjustmentsmade to arrive at EBITDA and Recurring EBITDA, and the limitations for purposes of analysis in excluding them. For areconciliation of EBITDA and Recurring EBITDA to operating profit, see ‘‘—Reconciliation of EBITDA and RecurringEBITDA to Operating profit’’.

(9) Recurring EBITDA Margin, which is a non-GAAP measure, is Recurring EBITDA divided by Revenue Margin. Ourmanagement uses Recurring EBITDA Margin to measure Recurring EBITDA generated in proportion to RevenueMargin generated. Recurring EBITDA Margin provides a comparable Recurring EBITDA measure for products, whethersold under the agency or principal model. For a description of the agency and principal models, see ‘‘Management’sDiscussion and Analysis of Our Financial Condition and Results of Operations—Principal Consolidated IncomeStatement Line Items—Revenue—Agency and principal models’’.

(10) Adjusted Profit, which is a non-GAAP measure, is Profit and loss attributed to the parent company from our incomestatement, adjusted to exclude the impact of certain expenses relating to the reversal of capitalized financing fees as aresult of certain refinancings, transaction costs related to the Combination, certain impairments, certain financing costsrelating to our refinancing in January 2013 and the reversal of the recognition of certain deferred tax assets as well asour interest expense in respect of the Convertible Subordinated Shareholder Bonds. For a detailed description ofthese items, see ‘‘Management’s Discussion and Analysis of our Financial Condition and Results of Operations—KeyFactors Affecting Results of Our Operations—Non-recurring items recognized in our historical financial statements andeffects of our expected deleveraging in connection with this offering’’. Our management uses Adjusted Profit toprovide a measure of our profitability excluding certain items and expenses arising from specific events ourmanagement does not expect to recur or, in the case of the Convertible Subordinated Shareholder Bonds, becausethese instruments have become liabilities within our consolidation group following the offering (see ‘‘Principal andSelling Shareholders—Shareholder Reorganization’’).

(11) A reconciliation of Adjusted Profit to Profit and loss attributed to the parent company is set forth below under‘‘—Reconciliation of Adjusted Profit and Profit and loss attributed to the parent company’’.

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Reconciliation of Adjusted Profit and Profit and loss attributed to the parent company

For the nine For the yearmonths ended endedDecember 31, March 31,2013 2012 2013 2012(unaudited, unless otherwise

stated)(in thousand g)

Profit and loss attributed to the parent company(1) . . . . . . . . (9,128) 2,178 (23,330) (64,256)Capitalized financing fees reversed due to the Combination(2) . . — — — 8,883Transaction costs relating to the Combination . . . . . . . . . . . . . . — — — 21,312Deferred tax assets reversed following the Combination(2) . . . . . — — — 3,238Capitalized financing fees reversed due to the January 2013

refinancing(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 11,523 —Interest rate hedges cancelled following the January 2013

refinancing(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,366 —Impairments of intangible assets(2) . . . . . . . . . . . . . . . . . . . . . . 11,213 — 6,316 14,008Movement in deferred taxes related to the long-term incentive

plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,941 (617) (951) (912)Interest expense related to our Convertible Subordinated

Shareholder Bonds(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,519 9,543 12,376 11,663

Adjusted Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,545 11,103 10,300 (6,064)

(1) Profit and loss attributed to the parent company for the years ended March 31, 2012 and 2013 is audited.

(2) These adjustments are described in detail in ‘‘Management’s Discussion and Analysis of our Financial Condition andResults of Operations—Key Factors Affecting Results of Our Operations—Non-recurring items recognized in ourhistorical financial statements and effects of our expected deleveraging in connection with this offering’’.

Reconciliation of EBITDA and Recurring EBITDA to Operating profit


(unaudited, unless otherwise stated)(in thousand g)

Operating profit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869 63,360 15,863Depreciation and amortization, impairment and profit/

(loss) on disposals of non-current assets (net)(2) . . . . . . (31,687) (17,351) (33,621) (43,846)

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,189 72,220 96,981 59,709

Add Non-recurring personnel expenses . . . . . . . . . . . . . . 5,822 5,479 8,153 5,923Add Other non-recurring income/(expenses) . . . . . . . . . . . 1,809 2,615 3,229 29,802Add Non-controlling interest—Result . . . . . . . . . . . . . . . . — 68 68 —

Recurring EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,820 80,382 108,431 95,434

(1) Operating profit for the years ended March 31, 2012 and 2013 is audited.

(2) Depreciation and amortization, impairment and profit/(loss) on disposals of non-current assets for the years endedMarch 31, 2012 and 2013 is audited.

(3) For the nine months ended December 31, 2013 and December 31, 2012, respectively, the difference between EBITDAand Recurring EBITDA is explained by:

• e1.8 million (2012: e2.6 million) of other non-recurring income and expenses;

• e5.0 million (2012: e3.7 million) of non-cash expenses in relation to the long-term incentive plan dedicated to theeDreams ODIGEO Group employees; and

• e0.9 (2012: e1.8 million) of personnel costs notably related to employee termination agreements.

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For the year ended March 31, 2013 and March 31, 2012, respectively, the difference between EBITDA and RecurringEBITDA is explained by:



• e1.8 million (2012: e1.1 million) of personnel costs notably related to employee termination agreements.

Leverage Ratio

As of and for As of and for As of and for As of and forthe twelve the year the twelve the year

months ended ended months ended endedDecember 31, March 31, December 31, March 31,

2013 2013 2012(1) 2012(unaudited)

(in thousand g, unless otherwise stated)Net debt (as per statement of

financial position)(2) . . . . . . . 410,910 332,405 385,215 355,287Recurring EBITDA(3) . . . . . . . . . 116,869(4) 108,431 108,254(5) 107,334(6)

Leverage ratio(7) (as a multipleof Recurring EBITDA) . . . . . . 3.5x 3.1x 3.6x 3.3x

(1) Refers to GTF and its consolidated subsidiaries, as the Company does not have historical quarterly information andaccordingly cannot present its consolidated financial information as of or for the twelve months ended December 31,2012. GTF is a wholly owned subsidiary of eDreams ODIGEO which directly or indirectly controls all of our operatingcompanies. Our management regards the consolidated information of GTF as indicative of the consolidatedinformation of the Company as at and for the twelve months ended December 31, 2012.

(2) Net debt is a non-GAAP measure. For a discussion of net debt, see ‘‘Management’s Discussion and Analysis of OurFinancial Condition and Results Of Operations—Liquidity and Capital Resources’’.

(3) We define Recurring EBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company beforefinancial and similar income and expenses, income tax, depreciation and amortization and profit/loss on disposals ofnon-current assets, certain share-based compensation, expenses related to the Combination and other income andexpense items which are considered by management to not be reflective of our ongoing operations. Neither EBITDAnor Recurring EBITDA is a measure of performance or liquidity under IFRS and should not be considered by investorsin isolation from, or as a substitute for, a measure of profit, or as an indicator of our operating performance or cashflows from operating activities as determined in accordance with IFRS. We do not consider these non-GAAP financialmeasures to be a substitute for, or superior to, the information provided by IFRS financial measures. We havepresented this supplemental non-GAAP measure because we believe that it is a useful indicator of our ability to incurand service our indebtedness and can assist analysts, investors and other parties to evaluate our business. EBITDA,Recurring EBITDA and similar measures are used by different companies for differing purposes and are oftencalculated in ways that reflect the circumstances of those companies. You should exercise caution in comparingEBITDA or Recurring EBITDA as reported by us to similar measures of other companies. We encourage you toevaluate the adjustments made to arrive at EBITDA and Recurring EBITDA, and the limitations for purposes of analysisin excluding them. For a reconciliation of EBITDA and Recurring EBITDA to operating profit, see ‘‘Selected FinancialInformation and Other Data—Reconciliation of EBITDA and Recurring EBITDA to Operating profit’’.

(4) Shows Recurring EBITDA for the twelve months ended December 31, 2013.


(6) Includes the results of the Opodo Group for the period April 1, 2011 through June 30, 2011.

(7) Leverage ratio, which is a non-GAAP measure, means net debt (as per statement of financial position) divided byRecurring EBITDA.

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RISK FACTORS

An investment in the Offer Shares involves a high degree of financial risk. You should carefullyconsider all information in this offering memorandum, including the risks described below, beforeyou decide to buy any Offer Shares. This section addresses both general risks associated with theindustry in which we operate and the specific risks associated with our business. If any such riskswere to materialize, our business, results of operations, cash flows and financial condition could bematerially and adversely affected, resulting in a decline in the value of the Offer Shares. Furthermore,this section describes certain risks relating to the offering and investments in the Offer Shares whichcould also adversely impact the value of the Offer Shares.

The risks and uncertainties discussed below are those that our management currently views asmaterial, but these risks and uncertainties are not the only ones that we face. Additional risks anduncertainties, including risks that are not known to us at present or that our management currentlydeems immaterial, may also arise or become material in the future, which could lead to a decline inthe value of the Offer Shares and a loss of part or all of your investment.

This offering memorandum also contains forward-looking statements that involve risks anduncertainties. Our future results may be materially impacted by the uncertainties inherent in suchforward-looking statements as a result of various factors, including the risks described below andelsewhere in this offering memorandum.

Risks Related to the Travel Industry

Demand for our products is dependent on the travel industry, which may be materially affectedby general economic conditions and other factors outside our control. Declines or disruptionsin the travel industry could adversely affect our business, financial condition and results ofoperations.

Our revenue is directly related to the overall level of travel activity, which is, in turn, largelydependent on discretionary spending levels. Discretionary spending generally declines duringrecessions and other periods in which disposable income is adversely affected. As a substantialportion of travel expenditure, for both leisure (our principal market) and corporate travelers, isdiscretionary, such expenditure tends to decline or grow more slowly during economic downturns.The economic downturn that began in 2008 increased unemployment and reduced the financialcapacity of both leisure and corporate travelers on a global basis, as well as in the markets inwhich we operate. The global recession and the disruption of the financial markets relating in partto concerns over the financial condition of certain Eurozone countries and their financial institutions,and the resulting uncertainty over global macroeconomic conditions, particularly in certain of thecore markets in which we operate, has affected and, if it were to continue, could again affectdemand for our products. Although we expect the European travel and tourism market to grow overthe long term, recent years showed a slowed growth in overall leisure and travel spending inEurope as well as decreased demand in certain southern European markets. Further economic andfinancial weakness and uncertainty may result in lower spending on our products by both leisureand corporate travelers, in Europe or elsewhere, which may have a material adverse impact on ourbusiness, financial condition and results of operations.

Our business could be adversely affected by the occurrence of events affecting travel safety,such as natural disasters and political and social instability, which are outside our control.

The travel industry is sensitive to safety concerns. Our business could be adversely affectedby the occurrence of travel-related accidents, such as airplane crashes (whether caused by humanor technical defaults or otherwise), incidents of actual or threatened terrorism, political instability orconflict or other events whereby travelers become concerned about safety issues, including as aresult of unusual weather patterns or natural disasters (such as hurricanes, tsunamis, earthquakesor volcanic ash clouds), potential outbreaks of epidemics or pandemics (such as influenza, H1N1virus, Avian Flu or Severe Acute Respiratory Syndrome outbreaks) or other human or naturaldisasters (such as those that may result in exposure to radiation). For example, Hurricane Sandydisrupted travel in the northeastern United States in late 2012, the major earthquake, tsunami andnuclear disaster that struck Japan in early 2011 had a material adverse effect on the travel industrythroughout Asia, and the volcanic ash cloud over parts of Europe in 2010 had a very significantadverse impact on the European travel industry. In addition, political and social instability in Africa

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and the Middle East, such as in Tunisia, Libya, Egypt and Syria since late 2010, and in Senegalsince 2012, and fears that such instability could deepen or spread, could have a material adverseeffect on our business, financial performance and results of operations. Such concerns, or concernsarising from similar events in the future, are outside our control and could result in a significantdecrease in demand for our travel products. Any such decrease in demand, depending on itsscope and duration, together with any other issues affecting travel safety, could materially andadversely affect our business and financial performance over the short and long term. Theoccurrence of such events could result in a decrease in our customers’ appetite to travel andadversely affect our business, financial condition and results of operations.

Moreover, due to the seasonal nature of our business, the occurrence of any of the eventsdescribed above during our peak summer or holiday travel seasons, or when customers areconsidering booking their summer vacations, could exacerbate or disproportionately magnify theadverse effects of any such event and, as a result, could materially and adversely affect ourbusiness or financial performance.

Our business, financial condition and results of operations could be adversely affected if oneor more of our major suppliers, such as airlines, suffers a deterioration in its financialcondition or restructures its operations.

As we are an intermediary in the travel industry, a substantial portion of our revenue is affectedby the fares and tariffs charged by our suppliers, including airlines, GDSs, hotels and rental carsuppliers, and the volume of products offered by our suppliers. As a result, if one or more of ourmajor suppliers, including airlines, hotel and rental car suppliers, including in particular our twoprincipal white label sourcing partners on which we are reliant for hotel bookings and car rentals,suffer a deterioration in its financial condition or restructures its operations, it could adversely affectour business, financial condition and results of operations. Accordingly, our business may benegatively affected by adverse changes in the markets in which our suppliers operate.

In particular, as a substantial portion of our revenue depends on our sales of flight products,we could be adversely affected by changes in the airline industry, including consolidation orbankruptcies and liquidations, and in many cases, we will have no control over such changes.Events or weaknesses specific to the flight travel industry that could negatively affect our businessinclude air fare fluctuations, airport, airspace and landing fee increases, seat capacity constraints,removal of destinations or flight routes, travel-related strikes or labor unrest, imposition of taxes orsurcharges by regulatory authorities and fuel price volatility. While decreases in prices for flightsand other travel products generally increase demand, such price decreases generally also have anegative effect on the commissions we earn, particularly in our non-flight business, which is moredependent on commissions than our flight business. The overall effect of a price increase ordecrease is therefore uncertain.

In the past several years, several major airlines have filed for bankruptcy, recently exitedbankruptcy, or discussed publicly the risk of bankruptcy. In addition, some of these airlines havemerged, or discussed merging, with other airlines. If one of our major airline suppliers merges orconsolidates with, or is acquired by, another company that either does not participate in the GDSsystems we use, or that participates in such systems but at substantially lower levels, the survivingcompany may elect not to make supply available to us or may elect to do so at lower levels thanthe previous supplier. Similarly, in the event that one of our major airline suppliers voluntarily orinvoluntarily declares bankruptcy and is subsequently unable to successfully emerge frombankruptcy, and we are unable to replace such supplier, our business would be adversely affected.For example, the consolidation in the Italian airline sector that has occurred over the past severalyears, as well as recent bankruptcies of numerous small airlines in other countries, such as thecarrier Spanair in Spain, the state-owned airline Malev in Hungary, Cimber Sterling in Denmark andWind Jet in Italy, have resulted in capacity reductions and a decrease in the number of airlinetickets and routes available for booking on our websites. Further consolidation of one or more ofthe major airlines, such as the announced merger of American Airlines and US Airways, could resultin further capacity reductions, a reduction in the number of airline tickets available for booking onour website and increased air fares, which may have a negative impact on demand for travelproducts.

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For a discussion of potential risks related to changes in GDS trends and credit strength, see‘‘—Risks Related to Our Business—A substantial portion of our revenue is derived fromcommissions, incentive payments and fees negotiated with our travel suppliers and supplierintermediaries; any reductions or eliminations of such commissions and payments could adverselyaffect our business, financial condition and results of operations’’.

Our businesses are highly regulated and a failure to comply with current laws, rules andregulations or changes to such laws, rules and regulations and other legal uncertainties, mayadversely affect our business, financial condition and results of operations.

We operate in a highly regulated industry. Our business and financial performance could beadversely affected by unfavorable changes in, or interpretations of, existing laws, rules andregulations, or the promulgation of new laws, rules and regulations applicable to us and ourbusinesses. In particular, any future changes to IATA regulations or further tightening of theEuropean legislation relating to packaged travel could adversely affect our business. For example,the amendment of the European Package Travel Directive 90/314/EEC on packaged travel,packaged holidays and packaged tours proposed by the European Commission in July 2013, ifadopted, would extend the scope of the directive to more dynamic forms of packaged travel, whichcould increase the costs of conducting our business and subject us to additional liabilities. See‘‘Regulation’’.

There is, and will likely continue to be, an increasing number of laws, regulations and courtdecisions pertaining to the Internet and online commerce, which may relate to liability forinformation retrieved from or transmitted over the Internet, display of certain taxes, discounts andfees, online editorial and user-generated content, user privacy, behavioral targeting and onlineadvertising, taxation, liability for third-party activities and the quality of products and services. Forexample, in certain jurisdictions where we operate, local regulations impose restrictions on orprohibit the credit/debit card operations that we can perform in order to protect the privacy andsecurity of personal information that is collected, processed and transmitted in or from thegoverning jurisdiction. The growth and development of online commerce has also recentlyprompted calls for more stringent consumer protection laws and more aggressive enforcementefforts by regulatory authorities, including on price transparency, that may impose additionalburdens on online businesses generally, such as increased costs associated with stronger dataprotection systems, fines and a loss of competitive advantage as a result of any disclosure relatedto operations. Such trends are likely to continue in the future. See also ‘‘—Risks Related to OurBusiness—Our processing, storage, use and disclosure of personal data could give rise to liabilitiesas a result of governmental and/or industry regulation, conflicting law requirements and differingviews of personal privacy rights, and we are exposed to risks associated with online commercesecurity’’. We are also currently, and expect in the future will be, subject to legal proceedingsbrought by antitrust or competition authorities and other consumer protection organizations, theoutcome of which could have a material adverse effect on our business, financial condition andresults of operations. See ‘‘Business—Litigation’’.

Our failure to comply with these laws and regulations may subject us to fines, penalties andpotential criminal sanctions, as well as publicity which may be harmful to our reputation.Furthermore, if such laws and regulations are not enforced equally against our competitors in aparticular market, our compliance with such laws and regulations may put us at a competitivedisadvantage vis-a-vis competitors who do not comply with such requirements.

Because of our international operations, the various regulatory regimes to which we aresubject may conflict so that compliance with the regulatory requirements in one jurisdiction maycreate regulatory issues in another, thereby making compliance more difficult, increasing the costsof conducting our business. In addition, our business strategy involves expansion into newgeographies, which could have legal, regulatory, including license, or tax requirements with whichwe are currently not familiar. Compliance with such requirements will place demands on our timeand resources, and we may nonetheless experience unforeseen and potentially adverse legal,regulatory or tax consequences.

For further detail on laws and regulation to which we are subject, see ‘‘Regulation’’.

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Our business requires us to obtain certain licenses or accreditations, and our IATAaccreditation is critical to our business.

In some jurisdictions in which we operate, we are required to hold various travel agency andother licenses and accreditations, and pay certain license fees.

Regulatory authorities have relatively broad discretion to grant, renew and revoke licenses andapprovals and to implement regulations. Accordingly, regulatory authorities could prevent ortemporarily suspend us from carrying on some or all of our activities or otherwise penalize us if ourpractices were found not to comply with the then-current regulatory or licensing requirements orany interpretation of such requirements by the regulatory authority. For instance, in order to carryout flight booking operations, we are required to obtain IATA accreditation to sell flight tickets ofairlines which are IATA members. Our failure to comply with any of these requirements orinterpretations thereof could have a material adverse effect on our operations.

On an annual basis and upon the occurrence of certain events, IATA reviews our financialstatements and operations to determine whether we are in compliance with IATA rules, in particularwith respect to our IATA financial undertakings (including undertakings pertaining to capitalresources, working capital and liquidity) and the level of sales for which we act as full agent ofrecord. If we do not comply with such rules and financial undertakings, IATA may require us toprovide guarantees and/or post performance bonds in order to minimize credit risk on behalf ofairlines. For example, IATA currently requires Group companies operating in certain jurisdictions toissue guarantees and/or post bonds. Any changes to such guarantee and/or bond requirementscould impose a significant burden on us and in certain circumstances, we may be unable tocomply with such obligations and therefore lose our IATA accreditation. Financial undertakingsapplied by IATA vary from one jurisdiction to another and in certain jurisdictions the lack oftransparency as to applicable financial undertakings may result in additional financial guaranteesbeing required. In addition to guarantee requirements, IATA may impose penalties fornon-compliance or, under certain circumstances, take suspension action, or remove us or any or allof our locations from the IATA agency list. Any such action by IATA could have a material adverseeffect on our operations. In particular, if IATA were to remove us from the IATA agency list, suchremoval would prevent us from conducting a large portion of our current operations and could havea material adverse effect on our results of operations.

For further detail on laws and regulation to which we are subject, see ‘‘Regulation’’.

Our business experiences seasonal fluctuations and comparisons of sequential quarters’results may not be meaningful.

Our revenues and operating results have varied, and we expect will continue to vary, fromquarter to quarter. This is in large part attributable to the fact that our business experiencesseasonal fluctuations, which are a function of seasonal trends for travel products, in particularleisure travel. Because we generate the largest portion of our net revenue from flight bookings, andthis revenue is generally recognized at the time of booking, these trends cause our revenue to behighest in the periods during which travelers book their vacations. Therefore, our revenues tend tobe lower in the quarter ending December 31 than in other quarters and typically highest in thequarter ending March 31, corresponding to bookings for the busy spring and summer travelseasons. As a result, sequential quarter-on-quarter comparisons of our revenue, cash flows andoperating results may not be meaningful. In addition, depending on the year, the Easter holidayseason may fall in our first fiscal quarter or in our fourth fiscal quarter of any given financial yearending March 31. The timing of Easter and other holidays can therefore affect the comparability ofour quarterly and yearly results.

Our business is influenced by the level of Internet penetration and a slowing in the growth ofInternet penetration, or a fall, could adversely affect our growth prospects and our business,financial condition and results of operations.

We generate our revenue through the online sale of products and online advertising. As aresult, our business is affected by the level of Internet penetration in the countries in which weoperate (i.e., the percentage of a country’s population that are Internet users), and in particular bythe online travel penetration in such countries (i.e., the proportion of travel bookings made throughthe Internet).

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In addition, we continue to seek to expand our international presence and a successfulentrance into new geographies will depend on the level of Internet penetration in such geographies.A slower adaptation of the Internet as an advertising, broadcast and commerce medium in thecountries we enter compared to the countries in which we currently operate, could adversely affectour growth prospects and results of operations.

Linked to the level of Internet penetration is the level of online travel penetration, defined byPhoCusWright as the percentage of total gross bookings made online. According to PhoCusWright,the online travel penetration in Europe increased from 34% in 2010 to 40% in 2012 and is expectedto increase to 45% in 2014, and the online travel penetration in the United States increased from39% in 2010 to 41% in 2012 and is expected to increase to 43% in 2014. However, there can be noguarantee that online travel penetration will continue to grow or remain at current levels, and as thesubstantial majority of our operations are in Europe, a slowing of the growth in online travelpenetration in Europe, or a fall, could have an adverse effect on our growth prospects and ourbusiness, financial condition and results of operations.

Risks Related to Our Business

We operate in an increasingly competitive environment, and we are subject to risks relating tocompetition that may adversely affect our performance.

Our businesses, which consist primarily of our travel websites, operate in the highlycompetitive travel industry. Factors affecting the competitive success of our businesses include theprices we offer consumers, the availability of travel supply, brand recognition, our ability to attractnew customers at reasonable acquisition costs, customer service, ease of use, fees charged totravelers, accessibility and reliability.

We compete with a variety of companies, including established and emerging online andtraditional sellers of travel-related services. Currently, these direct competitors include, amongothers:

• other online travel agents;

• travel suppliers, such as airlines, hotel companies and rental car companies, many of whichhave their own branded websites, in addition to their physical boutiques;

• metasearch companies, online portals and search engines; and

• traditional travel agencies and tour operators.

The expansion of social media websites may also affect the competitive dynamics in ourmarkets in the future.

Online travel agencies: We face competition from other OTAs, such as Expedia/Hotels.com,CTrip, Orbitz/ebookers.com, Travelocity/lastminute.com, Priceline / Booking.com, Unister, Travix,Wotif, Bravofly and MakeMyTrip, which in some cases may offer more attractive products for bothtravelers and suppliers, offer products on more favorable terms, including lower prices (including asa result of accepting lower operating margins), increased or exclusive product availability, all-inoffers combining airline, hotel and/or car rental products, absence of fees or unique access toproprietary loyalty programs, such as points and miles, or more favorable connectivity andinventory. These more favorable terms could make the offerings of other OTAs more attractive toconsumers than ours, in particular if we are not able to match their all-in prices. In new markets intowhich we are expanding, there may be incumbent OTAs that are already established in the relevantmarket.

Travel suppliers: Many airline operators, tour operators, hotel and rental car suppliers,including suppliers with which we conduct business, have been steadily focusing on increasingonline demand on their own websites in lieu of third-party distributors such as our various websites.For example, various low-cost carriers, which have gained segment share at the expense ofnetwork carriers (see ‘‘Industry Overview and Market Data’’), seek to distribute their online supplyexclusively through their own websites and it is possible that network carriers will engage in similarexclusivity initiatives through their own websites. In addition, some travel suppliers deliberately donot make available a part of their products via GDSs, which generally makes distribution of suchproducts by us more challenging and expensive. Other travel suppliers seek to limit our access to

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their products in order to create, distribute and promote on specific distribution channelscustom-made offers based on their own products. In the context of a relationship agreement with atravel supplier, sometimes we agree to such restrictions, and where there is no relationshipagreement, there can be no guarantee our Direct Connect technology will enable us to access suchproducts. See also ‘‘—We do not have relationship agreements with certain suppliers, includingones whose products we sell, and certain of such suppliers have sought to block our sale of theirproducts using legal and technical means’’ and ‘‘Business—Litigation’’.

In addition, suppliers who sell on their own websites may offer products and services on morefavorable terms, including lower prices, increased or exclusive product availability, all-in offerscombining airline, hotel and/or car rental products, absence of fees or unique access to proprietaryloyalty programs, such as points and miles, which could make their offerings more attractive toconsumers than ours. For example, should airline operators decrease the service fees charged totravelers for the services and products offered on their own branded websites, this would increasedownward pricing pressure for the products we offer and potentially redirect customers from ourwebsites to such airlines’ branded websites.

Metasearch companies, online portals and search engines: The activities of online travelmetasearch sites, such as Kayak/Swoodoo, Skyscanner, Jetcost, Trivago, Momondo and Qunar,which utilize their search technology to aggregate travel search results across supplier, online traveland other websites as well as similar services offered by large online portal and search companies,such as Google and Yahoo! affect the markets in which we operate.

Metasearch companies and search engines generally do not directly compete with us becausetypically no bookings are made through their websites. However, metasearch companies andsearch engines may merge or otherwise cooperate on preferential terms with OTAs, such as theKayak/Priceline combination, resulting in a diversion of bookings to such other OTAs or mergedentities on a preferred booking path basis. We believe that the trend of metasearch companies andOTAs converging has begun and may continue in the future as metasearch companies seek tofacilitate product bookings more directly to increase revenues. In October 2013, we acquired Liligo,a metasearch company with websites present in 11 countries, with a view to integrating Liligo’stechnology into our existing business and increasing our advertising and meta click-out revenue.However, the acquisition may not deliver the expected results. Several of our metasearchcompetitors have larger resources than we have and different technology from ours and,accordingly, we may not be able to effectively compete to earn metasearch revenue. See also‘‘—We may not be successful in executing initiatives to adopt new business models and practicesor in otherwise implementing our growth strategies, including implementing any strategictransactions such as mergers, acquisitions and joint ventures, and integrating any acquiredbusinesses’’. In addition, some of our existing metasearch partners may view our Liligo Acquisitionas a strategic concern or threat, which could induce them to be less inclined to continue ourrelationship with them.

In addition, metasearch companies and search engines act as competition enhancers, therebyincreasing downward pricing pressure on the products that we offer, and may redirect our potentialcustomers to our direct competitors’ websites. We increasingly receive a large number of requestsfrom such companies, which places a significant strain on our information technology systems. Inaddition, in certain cases, these search engines charge us each time a user accesses our websitethrough their own, even if such users do not purchase any products from us. If a substantialnumber of users visit our websites without making purchases, our expenses could increaseconsiderably compared to our Revenue Margin. Furthermore, metasearch companies apply certaintechnical criteria that could result in such companies not displaying eDreams ODIGEO travelproducts in their search results, which would also be the case if their payment structure made itunattractive for us to subscribe to their service. In most cases, we do not have long-term contractswith metasearch companies and we may not be able to renew our contracts when they expire onfavorable terms or at all, which could adversely impact our ability to access the users of suchmetasearch companies. In addition, with some metasearch companies, we do not have anycontract at all, and our collaboration is on a purely ad hoc basis. There can be no assurance thatour relations with such metasearch companies will continue in the future.

Furthermore, large established internet search engines with substantial resources, expertiseand brand recognition in developing online commerce and facilitating internet traffic are creating,

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and we believe intend to continue to create, inroads into the online travel channel, as evidenced byrecent technological innovations and proposed and actual acquisitions by companies such asGoogle or Microsoft. For example, in 2011, following its July 2010 acquisition of ITA Software, aU.S.-based flight information software company, Google launched ‘‘Google Flights’’ in the UnitedStates, an enhanced metasearch flight tool offering access to a large inventory of travel products,including from GDS operators, but excluding OTA search results, directly on its search engine.Google Flights was partially launched in Europe in 2013 and, despite Google’s agreement inFebruary 2014 to comply with certain requirements against the background of antitrust proceedingsagainst Google pending before the European Commission, there can be no assurance that thisservice or similar services will not be rolled out in Europe or in other markets in which we operate.These activities could result in more competition from supplier websites and higher customeracquisition costs for third-party sites such as ours, which could have a material adverse effect onour business, financial condition and results of operations.

Social media websites and mobile platform travel applications: In recent years, social mediawebsites, such as Facebook.com (‘‘Facebook’’), and mobile platforms, including smartphones andtablet devices, such as the iPhone and iPad, have emerged and are growing rapidly. Theemergence of mobile platforms has led to increasing use by consumers of standalone mobileapplications or ‘‘apps’’ to research and book travel. In addition, Facebook has launched enhancedsearch functionality for data included within its website, which may in the future develop intoalternative research resources for travelers. See also ‘‘—If we are not able to keep up with rapidtechnological changes or fail to address the challenges presented by recent trends in consumeradoption and use of mobile devices, our business could be adversely affected’’.

In addition, social media websites may also introduce new dynamics into the competitivelandscape. For example, with the emergence of social media, lack of customer satisfaction maymore easily be shared with users of social media websites and may ultimately be spread among avery large number of actual and potential readers, without our having any means of controlling thedissemination of, or responding to, such unfavorable customer reviews. Negative publicity maysignificantly harm our reputation in the markets in which we operate.

Some of our current and potential competitors, including large traditional travel serviceproviders, have longer operating histories, larger customer bases, greater brand recognition, greateraccess to travel inventories and/or significantly greater financial, marketing, personnel, technical andother resources than we do. See also ‘‘—If we are not able to keep up with rapid technologicalchanges or fail to address the challenges presented by recent trends in consumer adoption anduse of mobile devices, our business could be adversely affected’’.

If we do not continue to innovate and provide tools that are useful to travelers, we may notremain competitive, and our revenues and operating results could suffer.

Our success depends on our continued innovation and our ability to provide features thatmake our websites and mobile apps user-friendly for travelers. Our competitors are constantlydeveloping innovations in online travel-related products and features.

Our technology needs to keep up with changes in our suppliers’ inventory. For example,increasingly, travel products are sold on an unbundled basis (where an airline charges for thecomponent parts of a flight (seat type/seat selection, tax, luggage and so forth) separately. Thisindustry trend affects our Direct Connect products in particular and requires our technology to keeppace with these new pricing features.

Moreover, the increased use of mobile devices could enable device companies that havesubstantial market shares in the mobile devices industry and that control the operating systems ofthese devices, such as Apple and Google’s Android, to compete directly with us. Apple and Googlehave more experience producing and developing mobile apps and have access to greaterresources than we have. To the extent Apple or Google use their mobile operating systems or appdistribution channels to favor their own travel service offerings, our business could be adverselyaffected. To be competitive in the mobile business requires us to develop specific software andapplications under a variety of new platforms and operating systems, which are generally expectedby our customers to offer the same features and to be as easily and intuitively operated as desktopinterfaces. If we are not competitive on this front, we may lose market share as customersincreasingly make their bookings on online devices. This poses significant challenges and requiresus to make significant efforts to achieve these goals. For example, we are in the process ofdeveloping an app for Android-based mobile devices, which we currently do not have.

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As a result of the above, we must continue to invest significant resources in research anddevelopment in order to continually improve the speed, accuracy and comprehensiveness of ourproducts. If we are unable to continue offering innovative products, we may be unable to attractadditional users or retain our current users, which could adversely affect our business, results ofoperations and financial condition.

We rely on information technology to operate our business and maintain our competitiveness,and any failure to adapt to technological developments or industry trends could harm ourbusiness.

We depend on the use of sophisticated information technologies and systems, includingcustomized in-house technology and systems used to attract customers to our websites, for websitefront-ends and mobile apps, product building and pricing, reservations, customer service, internaland external communications, procurement, payments, fraud detection, administration andreporting. As our operations grow in size, scope and complexity and we continue to integrate ourbusinesses, we must continuously improve and upgrade our systems and infrastructure to offer anincreasing number of travelers enhanced products, features and functionalities, while maintainingthe reliability and integrity of our systems and infrastructure.

Expanding our systems and infrastructure to meet any projected future increases in businessvolume may require us to commit substantial financial, operational and technical resources beforethose increases materialize, with no assurance that they actually will. Delays or difficulties inimplementing new or enhanced systems may keep us from achieving the desired results in a timelymanner, to the extent anticipated, or at all, and we may also be unable to devote adequate financialresources to develop or acquire new technologies and systems in the future.

If we are not able to keep up with rapid technological changes or fail to address thechallenges presented by recent trends in consumer adoption and use of mobile devices, ourbusiness could be adversely affected.

The markets in which we compete are characterized by rapidly changing technology, evolvingindustry standards, consolidation, frequent new service announcements, introductions andenhancements and changing consumer demands. We may not be able to keep up with these rapidchanges and our future success also depends on our ability to adapt our products andinfrastructure to meet rapidly evolving consumer trends and demands while continuing to improvethe performance, features and reliability of our service in response to competitive service andproduct offerings.

In addition, these market characteristics are heightened by the progress of technologyadoption in various markets, including the continuing adoption of the Internet and online commercein certain geographies and the emergence and growth of the use of smartphones and tablets formobile e-commerce transactions, including through the increasing use of mobile apps. Forexample, we believe travel transactions will continue to grow rapidly on mobile platforms and maygain acceptance on social and flash-sale platforms. As a result, our future success will depend onour ability to adapt to rapidly changing technologies, to adapt our products to evolving industrystandards and to continually improve the performance, features and reliability of our service inresponse to competitive service offerings and the evolving demands of the marketplace. We incur,and expect to continue to incur, substantial expenditures to modify or adapt our services orinfrastructure to those new technologies.

In particular, as a result of the widespread adoption of mobile devices coupled with theimproved web browsing functionality and development of apps available on these devices, we haveexperienced a significant shift of business to mobile platforms and our advertising partners are alsoseeing a rapid shift of traffic to mobile platforms. Our major competitors and certain new marketentrants are increasingly offering mobile apps for travel-related products and other functionality. Inresponse to these market trends, in 2010, we launched our first applications for iPhone devices. Weestimate that approximately 12% of our flight Orders were made through mobile devices inDecember 2013 compared with approximately 6% in December 2012. We believe that mobilebookings present an opportunity for growth and that it will be increasingly important for us toeffectively offer our products through mobile apps and mobile optimized websites on smartphonesand other mobile devices.

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The trends in consumer adoption and use of mobile devices also create new challenges forour business. For example, revenue earned on a mobile transaction may be different to that earnedin a typical desktop transaction due to different consumer purchasing patterns. Furthermore, giventhe device sizes and technical limitations of mobile devices, mobile consumers may not be willingto download multiple apps from multiple travel service providers and instead prefer to use one or alimited number of apps for their mobile travel activity. As a result, the consumer experience withmobile apps as well as brand recognition and loyalty are likely to become increasingly important.

As a result, we intend to continue to spend significant resources maintaining, developing andenhancing our websites, including our mobile optimized websites, and our mobile apps and othertechnology. If we are unable to continue to rapidly innovate and create new, user-friendly anddifferentiated mobile offerings and efficiently and effectively advertise and distribute on theseplatforms, or if our mobile apps are not downloaded and used by travel consumers, we could losemarket share to existing competitors or new entrants and our future growth and results ofoperations could be adversely affected.

Some of our current and potential competitors, including large traditional travel serviceproviders, have longer operating histories, larger customer bases, greater brand recognition, greateraccess to travel inventories and/or significantly greater financial, marketing, personnel, technical andother resources than we do and may be better placed to exploit rapid technological changes or toaddress the challenges presented by recent trends in consumer adoption and use of mobiledevices. Our current and potential competitors may develop technology similar to or better thanours which could result in us losing our competitive advantage over time and negatively affect ouroverall competitive position. Increased competition may result in reduced operating margins, as wellas loss of market share, brand recognition and competitiveness, which could have a materialadverse effect on our business, financial condition and results of operations.

A substantial portion of our revenue is generated by our flight activities. Changes in customerpatterns with respect to these products may adversely affect us.

A substantial portion of our revenue depends on our sales of flight products and, to a lesserdegree, hotel nights and Dynamic Packages (which are dynamically priced packages consisting ofa flight product and a hotel booking that travelers customize based on their individual specificationsby combining select products from different travel suppliers through us). Our flight businesscontributed 81% of our Revenue Margin in the nine months ended December 31, 2013 and 82% ofour Revenue Margin in the year ended March 31, 2013. Although we also sell products such astrain tickets, vacation packages, cruises, self-catering accommodation and bus tickets throughcertain of our websites, these sales only account for a limited portion of our revenue. Changes inconsumer patterns leading to an increased preference for substitute products, such as train andbus tickets or non-regulated lodging alternatives such as vacation rentals, could adversely affect us.In particular, high-speed train networks are rapidly expanding in Europe and have taken segmentshare from short-haul flights, principally within domestic markets. If these trends were to continueand we fail to scale our sales of such substitute products to reach sales volumes similar to ourflight and hotel sales volumes, this could have a material adverse effect on our business, financialcondition and results of operations.

A significant proportion of our business is in France and, to a lesser extent, Spain and Italyand elsewhere in Europe. Difficult macroeconomic circumstances in Europe, in particularFrance, Italy or Spain, could cause a decline in the demand for travel products and adverselyaffect our results of operations.

Our operations are principally in Europe, and France is our most important market. In the yearended March 31, 2013 and the year ended March 31, 2012, France, including all Go Volo Bookingsfor the years ended March 31, 2013 and 2012, accounted for 39.7% and 39.7% of our Bookings,respectively (36.3% and 37.2% for the nine months ended December 31, 2013 and 2012,respectively, where Go Volo Bookings have been allocated to countries according to the country ofbooking and not entirely attributed to France) and 46.8% and 47.3% of our Revenue Margin,respectively (41.0% and 43.9% for the nine months ended December 31, 2013 and 2012,respectively, where Go Volo Bookings have been allocated to countries according to the country ofbooking and not entirely attributed to France). Accordingly, changes in the demand for travelproducts in France, including as a result of the factors discussed above and elsewhere in these risk

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factors, may have a significant impact on our overall results. In addition, Italy and Spain areimportant markets for us and the European economic downturn continues to impact botheconomies. In 2013, GDP decreased by 1.9% in Italy (2012: decrease of 2.4%) and is estimated byIHS to decrease by 1.3% in Spain (2012: decrease of 1.6%), in each case compared with the prioryear, according to information published by Eurostat (except the IHS estimate). The decrease inGDP and the corresponding contraction in consumers’ discretionary spending on travel in thesecountries negatively affected our results of operations in those markets in 2012 and 2013. Ourresults of operations may be adversely affected if the difficult macroeconomic circumstances inthese countries or other countries in which we operate cause a sustained or significant fall in thedemand for travel products.

Our business depends on the quantity of travel products made available to us by, and ourrelationships with, our suppliers and supplier intermediaries, particularly GDSs, and adecrease in the products we can sell or an adverse change in these relationships or ourinability to enter into new relationships could negatively affect our access to travel offeringsand have a material adverse effect on our business, financial condition and results ofoperations.

Our ability to conduct our business generally depends on the quantity of flight seats madeavailable for purchase by travel suppliers, such as airlines, and supplier intermediaries, and theprice at which they offer such seats. Both parameters are materially affected by factors outside ourcontrol, such as prices for jet fuel, government regulation, taxes or timetable constraints, any ofwhich could lead to reductions in seat supply. Reductions in overall seat supply could adverselyaffect the quantity of products we are able to sell and, consequently, our business, financialcondition and results of operations.

An important component of our business success depends on our ability to obtain, maintainand expand relationships with travel suppliers and supplier intermediaries, which can be difficult.Maintaining and expanding such relationships is important for our revenue generation, because asubstantial portion of our Revenue Margin (26.6% in the year ended March 31, 2013 and 29.2% inthe year ended March 31, 2012) is derived from commissions, incentive payments and feesnegotiated with our travel suppliers, our GDS partners and hotel aggregators with which we haveentered into formal relationships. See also ‘‘—A substantial portion of our revenue is derived fromcommissions, incentive payments and fees negotiated with our travel suppliers and supplierintermediaries; any reductions or eliminations of such commissions and payments could adverselyaffect our business, financial condition and results of operations’’.

Where we have formal relationships with travel product suppliers, the conditions under whichwe sell their products through our websites may require ongoing negotiations to maintain thesecontracts, which may be time-consuming, prove unsuccessful and lead to disputes. See‘‘Business—Litigation’’. There can be no assurance that litigations will not prevent some or all of ourwebsites from being able to sell certain travel products in the future. In certain circumstances, anddepending on the terms of any applicable court case or settlement, although we may be able toaccess a suppliers’ public website directly, there can be no guarantee that such direct connectionwill be legally or technically feasible. Any such access will be subject to the risks described in‘‘—We do not have relationship agreements with certain suppliers, including ones whose productswe sell, and certain of such suppliers have sought to block our sale of their products using legaland technical means’’.

In addition, certain of our formal agreements with airlines limit our ability to access theirproducts in certain markets or combinations of certain products in certain markets in which theyoperate their business. For example, GoVoyages is currently excluded from accessing certain DeltaAirlines products.

Although we source our inventory from a variety of suppliers, it is critical for us to maintain ourexisting relationships with our GDS partners in order to be able to access a larger inventory oftravel products. We also depend on existing arrangements between suppliers and supplierintermediaries, such as full content agreements entered into between certain airlines and GDSproviders. From time to time, we seek to renegotiate or change the terms of such existingarrangements in a manner that is beneficial to us, but we may not be successful in obtaining suchbeneficial terms and may be required to recognize costs or expenses or pay a penalty in

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connection with the termination of existing arrangements. In addition, any amendment ortermination of our relationships with GDS partners or of full content agreements between suppliersand supplier intermediaries could significantly limit our ability to offer certain flight products to ourcustomers and have a material adverse effect on our business, financial condition and results ofoperations. In addition, in certain cases, we rely on a limited number of suppliers for our supply ofcertain travel products. A significant reduction on the part of any of our major suppliers of theirparticipation in our system for a sustained period of time or their complete withdrawal could have amaterial adverse effect on our business, financial condition and results of operations.

We also rely on our two principal white label sourcing partners for hotel bookings and carrentals to make their services available to our customers through our website. We sourcesubstantially all of our inventory of hotel rooms or other accommodations and car rentals fromthese white label sourcing partners. In general, our arrangements with our white label sourcingpartners do not require them to make available on our website any specific quantity of hotel roomreservations or car rentals, or to make hotel room or accommodation reservations or car rentalsavailable in any geographic area or at any particular price. Any amendment or termination of ourrelationships with any of our white label sourcing partners, as well as inability or unwillingness onthe part of any of our white label sourcing partners to perform its obligations, could significantlylimit our ability to offer certain hotel rooms or other accommodations and car rentals through ourwebsite, divert our customers’ demand for our white label sourcing partners’ products tocompetitors’ websites and have a material adverse effect on an important revenue stream for us.

We do not have relationship agreements with certain suppliers, including ones whoseproducts we sell, and certain of such suppliers have sought to block our sale of their productsusing legal and technical means or otherwise influence or restrict how we distribute theirproducts.

We have formal agreements with the three principal GDS providers (note that our agreementwith Sabre expired on December 31, 2013 and we are in the process of negotiating an extension ofthe agreement in accordance with its terms) pursuant to which we request information and facilitatebookings by our customers of products distributed by such GDS providers. In addition, we haveformal relationship agreements with many of our airline suppliers pursuant to which we sell theirproducts by connecting our customers directly to their proprietary inventory systems using ourDirect Connect technology. However, we do not have formal agreements with certain of oursuppliers, including certain low-cost airlines, although we are currently able to use our DirectConnect technology to access such suppliers’ products by connecting our customers directly totheir public websites.

In the past, some of these travel suppliers with whom we do not have a formal agreementhave attempted to prevent or restrict us from accessing their inventory through both technologicaland legal means. In particular, certain airlines are striving for exclusivity of their online supply andhave taken steps to prevent us from selling their products, including legal action against OTAs,including us, to prevent the offering of their products on third-party websites. See also ‘‘Business—Litigation’’. Such suppliers have also employed technical means to seek to prevent OTAs fromselling their products through, among other means, changing the configurations of their websites ortheir booking processes. For example, Ryanair had until recently installed a technology whichprompted customers to manually type a series of letters in order to make a booking, therebyrestricting OTAs from accessing its website via automated algorithms. Although Ryanair recentlyremoved this technology, there is no guarantee that Ryanair or any other airlines will not put inplace a similar technology in the future, thereby restricting our access to its products. So far, wehave been able to limit the effect of such legal or technical measures, but we cannot guarantee thatwe will be able to continue to do so in the future, failure of which could have a material adverseimpact on our business, financial condition and results of operations.

The development and maintenance of Direct Connect software is technologically challenging.If the desire of certain suppliers to distribute their products exclusively leads to more airlinesdeveloping systems and processes that prevent third-party booking systems, including ours, fromoffering real-time availability, this could lead to loss of connectivity and a consequential loss ofbookings by our business.

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In addition, IT connections to travel suppliers with whom we do not have a relationshipagreement in general are often less stable and more prone to failure than connections to supplierswith whom we have a relationship agreement or to GDSs. In the past, our booking platforms havebeen unable to connect directly to the public websites of certain suppliers due to technical issuesrelated to connectivity, as a result of which we were unable to sell that supplier’s travel products fora period of several days. Although we have been able to re-establish connections in the past, therecan be no assurance that we will be able to do so in the future or that any loss of connectivity willnot be for an extended period.

Any failure in such connection or changes in the legal or technical conditions that allow us toaccess such supplier’s inventory could harm our reputation with customers and could have amaterial adverse effect on our business. In addition, if litigation or technological advancementimpedes our ability to offer our customers the broadest selection of travel options possible, wecould lose our competitive advantage in providing the best all-in fares and a broad range of travelproducts and our business would be adversely affected.

Our ability to earn service fees in the future may be limited.

Although we have been able to increase service fees for our products, our ability to chargeour customers service fees in the future may be limited due to competition, consumer resistance topaying such service fees, changes in consumer protection legislation and/or a potential structuralmarket change similar to the one that the U.S. market has undergone, among other factors. In theU.S. market, where the concentration of travel suppliers is higher than in Europe and overall marketcomplexity is lower than in Europe, OTA service fees were removed to create a ‘‘level playing field’’with respect to prices offered on supplier sites, which traditionally did not levy any service fees foran online booking. This change adversely affected the overall margins that U.S. OTAs were able toearn. We believe the inherent complexities of the European markets (multiple language, tax andregulations as well as the less concentrated airline landscape) provides more scope for us to earnservice fees if we are able to continue to offer attractive all-in prices to our customers, which is andwill continue to be critical to our ability to earn service fees. Reductions in our ability to earn servicefees would have an adverse effect on our business, financial condition and results of operations.

A substantial portion of our revenue is derived from commissions, incentive payments andfees negotiated with our travel suppliers and supplier intermediaries; any reductions oreliminations of such commissions and payments could adversely affect our business, financialcondition and results of operations.

We derive a substantial portion of our Revenue Margin from our relationships with suppliers(26.6% and 28.7% for the years ended March 31, 2013 and 2012, respectively and 24.7% and25.8% for the nine months ended December 31, 2013 and 2012, respectively), in particular, fromcommissions and incentive payments negotiated with travel suppliers for bookings made throughour websites. We also rely on fees paid to us by GDS partners, in particular Amadeus, and hotelaggregators, which fees are determined based on various volume measures such as flightsegments (which corresponds to the number of seats sold on each individual flight, whether or notpart of a multi-flight journey), Bookings or gross bookings. The substantial majority of the revenuewe generate from GDSs is from Amadeus.

Many of the formal agreements we have entered into with travel suppliers and supplierintermediaries are short-term contracts, providing our counterparties with a right to terminate atshort notice or without notice. While in certain cases we have entered into long-term agreements (inparticular in 2011, a 10-year non-exclusive agreement with GDS service provider Amadeus, whichwas amended in 2013), no assurances can be given that certain GDS partners or travel supplierswill not reduce or eliminate compensation or incentives paid to us, attempt to charge travelagencies for content, credit or debit card fees or other services, or otherwise attempt to change thefinancial terms of our agreements, any of which could reduce our revenue and margins, therebyadversely affecting our business, financial condition and results of operations.

Under certain of our agreements with travel suppliers or supplier intermediaries, no salesincentive will be due to us unless we meet certain minimum sales thresholds or, if we fail to meetsuch thresholds, we will be liable for a penalty due to the relevant supplier or supplier intermediary.For example, under our agreement with Amadeus, a reduced incentive will be due to us by

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Amadeus if we fail to meet an annual volume target through the Amadeus GDS and, in that event,we may also be liable for a penalty corresponding to a percentage of the unearned portion of thesigning bonus received from Amadeus upon completion of the Opodo Acquisition (based on theshortfall of volumes of products sold when compared to the annual target), plus interest. See‘‘Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—KeyFactors Affecting Our Results of Operations—Changes in revenue sources and product mix—Supplier revenue’’. Any repayment in part or in full of signing bonus may have a material adverseeffect on our business, financial condition and results of operations.

To the extent any of our travel suppliers reduces or eliminates the commissions or incentivepayments it pays to us, our revenue may be reduced unless we are able to adequately mitigatesuch reduction by increasing the service fees we charge to our customers in a sustainable manner.However, any increase in service fees may also result in a loss of potential customers. Furthermore,our arrangement with travel suppliers may limit the amount of service fees that we are able tocharge our customers.

In addition, there has been a customer trend towards Direct Connect flight products and awayfrom flight products sourced from GDSs, which has had an adverse effect on our average RevenueMargin per Booking because in the case of certain Direct Connects we do not receive commissionfrom travel suppliers or incentives from GDSs, which are another important revenue stream for us.Although we have been successful in responding to lower incentives payments (particularly fromairlines) by growing our other sources of revenue, there can be no assurance we will be able tocontinue to maintain or increase our revenue from customers while remaining competitive.

Competition for advertising and metasearch revenue is intense and may adversely affect ourability to operate profitably.

Our websites compete for advertising revenue with large Internet portal sites, such asTripAdvisor and social media websites and mobile platforms that offer listing or other advertisingopportunities for travel-related companies. Several of these market participants have significantlygreater financial, technical, marketing and other resources and large client bases. In addition, wecompete with other OTAs (such as Expedia or Priceline), newspapers, magazines and othertraditional media companies that provide offline and online advertising opportunities. We expect toface additional competition as other established and emerging market participants enter the onlineadvertising market. Competition could result in reduced margins on our advertising revenue. If weare not able to compete effectively with current or future competitors as a result of these and otherfactors, our business could be materially adversely affected.

We compete for metasearch revenue with large metasearch websites, such as Kayak/Swoodoo, Skyscanner, Jetcost, Trivago, Momondo and Qunar, as well as Google. We expect toface additional competition if other established and emerging market participants enter themetasearch market. Competition could adversely affect the Revenue Margin associated with thisservice. If we are unable to compete effectively with current or future competitors as a result ofthese and other factors, our business could be materially adversely affected.

Failure to effectively complete the integration of middle- and back-office functions that supportour eDreams Group, Opodo Group and GoVoyages Group operations could have a materialadverse effect on our financial condition and results of operations.

Since the Opodo Acquisition, we have been actively focused on integrating the eDreams,Opodo and GoVoyages businesses. While the migration of the multiple former separate operationalplatforms into one unified platform (the ‘‘One Platform’’) for the core elements of the flight bookingengine was successfully accomplished (with the exception of Travellink) during the summer of 2013,the implementation of common middle- and back-office functions such as accounting, IT andoperational systems, management information and financial control systems, marketing andcustomer service is still ongoing. In addition, the integration of the Dynamic Package bookingengine, the vacation package product and the front-end interfaces are currently in progress.Although we have made significant progress in these areas, we expect that the integration willcontinue to require significant time, expenses and other resources and to pose significantmanagement, administrative and financial challenges, including regarding cost-effectiveness andadditional capital expenditure requirements. Finalizing the integration process may therefore causeoperating difficulties and expenditures that are not currently foreseen. Failure to effectively andefficiently complete the integration could have a material adverse effect on our financial conditionand results of operations.

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We currently operate several middle- and back-office systems, which are connected to eachother as well as to other internal and external systems, through which large sums of money andother data are transferred on a daily basis. Any interruption, programming or other error withrespect to such systems could negatively affect our ability to collect our receivables when theybecome due, pay our payables when they become due and/or accurately capture informationimportant to our management of our business.

We may not be successful in executing initiatives to adopt new business models and practicesor in otherwise implementing our growth strategies, including implementing any strategictransactions such as mergers, acquisitions and joint ventures, and integrating any acquiredbusinesses.

We continue to seek to adapt our business to remain competitive, including investing inexpanding into new geographies, new businesses such as metasearch, developing distributionchannels such as mobile and offering additional products and options to our customers. Theseendeavors may involve significant risks and uncertainties, including distraction of management fromcurrent operations, expenses associated with the initiatives and inadequate return on investments.These initiatives may require significant investments, including changes to our processes, whichcould increase our costs. These new initiatives may not be successful.

In addition, we have acquired, or invested in, a number of businesses in the past. Forexample, in October 2013 we acquired Liligo, a metasearch company, with a view to integratingLiligo’s technology into our existing business and increasing our advertising and meta click-outrevenue. We expect to continue to evaluate potential strategic or other acquisitions and transactionsas part of our growth strategy. There can be no assurance that we will succeed in implementingthis strategy as it is subject to many factors which are beyond our control, including our ability toidentify, attract and successfully execute suitable acquisition opportunities and partnerships. Anytransactions that we enter into could be adverse to our financial condition and results of operations.In particular, acquisitions may affect our EBITDA margins depending on the acquisition cost andEBITDA contribution of the acquired assets or entity.

The process of integrating an acquired company, business or technology may createunforeseen operating difficulties and expenditures. The areas where we face risks include, amongothers:

• use of cash resources and incurrence of debt and contingent liabilities in fundingacquisitions may limit other potential uses of our cash, including debt service;

• amortization expenses related to acquired intangible assets and other adverse accountingconsequences, including changes in fair value of contingent consideration;

• impairment of goodwill or other intangible assets such as trademarks or other intellectualproperty arising from our acquisitions;

• expected and unexpected costs incurred in pursuing acquisitions, including identifying andperforming due diligence on potential acquisition targets that may or may not be successful;

• difficulties and expenses in assimilating the operations, products, technology, privacyprotection systems, information systems or personnel of the acquired company;

• challenges relating to the structure of an investment, such as governance, accountabilityand decision-making conflicts that may arise in the context of a joint venture or majorityownership investment;

• impairment of relationships with employees, suppliers, customers and affiliates of ourbusiness and the acquired business;

• the assumption of known and unknown debt and liabilities of the acquired company;

• costs associated with litigation or other claims arising in connection with the acquiredcompany;

• failure to generate adequate returns on our acquisitions and investments, or returns inexcess of alternative uses of capital;

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• failure to successfully implement, or generate benefits from, our venture farm strategy topartner and invest in small innovative companies with large growth potential; and

• entrance into markets in which we have no direct prior experience. See ‘‘—Our internationaloperations involve additional risks and our exposure to these risks will increase as wefurther expand our international operations’’.

We rely on the value of our brands, and any failure to maintain or enhance customerawareness of our brands could have a material adverse effect on our business, financialcondition and results of operations. In addition, the costs of maintaining and enhancing ourbrand awareness are increasing and the strength of our brands is directly related to our costof customer acquisition.

Our brands, image and reputation constitute a significant part of our value proposition. Oursuccess over the years has largely depended on our ability to develop our brands and image asleading online travel company across Europe. As we seek to continue to expand our operationsinto new geographies as part of our growth strategy, increasing the awareness, perceived qualityand perceived different attributes of our brands and image outside European borders will be ofsignificant importance to attract and expand the number of travelers that purchase our products.

Travelers expect that we will provide them with a large selection of quality travel products atlow prices, and this reputation has strengthened our image and brands, fueling our expansion. Anyevent, such as the poor quality of products provided by our travel suppliers (over which we have nodirect control) and offered through our websites, that may not meet our customers’ expectations, orthe failure to reimburse for products not effectively provided, could lead to customer complaints,damage our image, reputation or brands and have a material adverse effect on our business,financial condition and results of operations. Our reputation could also be damaged if customercomplaints or negative reviews of us or our activities were to be exchanged on public socialnetworks’ websites.

In addition, our main brands are key assets of our business and the strength of our brands isdirectly related to our cost of customer acquisition. We believe that maintaining and expandingsuch brands are important aspects of our efforts to attract and expand our user and advertiserbase. Our expenditures to maintain our brands’ value have been steadily increasing due to a varietyof factors. These include increased spending from our competitors, the increasing costs ofsupporting multiple brands, expansion into new geographies and products where our brands areless well known, inflation in media pricing including search engine keywords and the relative trafficshare growth of search engines and metasearch engines. We have spent considerable financial andhuman resources to date on the establishment and maintenance of our brands, and we willcontinue to invest in, and devote resources to, advertising and marketing, as well as other brand-building efforts to preserve and enhance consumer awareness of our brands.

Some of our competitors use marketing channels we are not familiar with to maintaincustomer awareness of their brands. For example, we have historically not used, and have littleexperience or track record in using, television as a means of promoting and marketing ourproducts. Substantially all of our advertising is online. Failure to use appropriate promotion andmarketing channels could adversely affect our business, financial condition and results ofoperations.

There is no assurance that we will be able to successfully maintain or enhance consumerawareness of our brands. Even if we are successful in our branding efforts, such efforts may not becost-effective. If we are unable to maintain or enhance consumer awareness of our brands andgenerate demand in a cost-effective manner, it would negatively impact our ability to compete in thetravel industry and would have a material adverse effect on our business. As new media, such associal media, and devices, such as smartphones and tablet devices, continue to develop, we willneed to expend additional funds to promote our brand awareness on such media and devices. Ifwe are unable to adapt to such new media forms and devices, we may lose online travel segmentshare, which would have a material adverse effect on our business. See also ‘‘—We may not beable to protect our intellectual property effectively from copying and use by others, includingcurrent or potential competitors’’.

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Our business could be negatively affected by changes in search engine algorithms and searchengine relationships.

We utilize to a significant and increasing extent Internet search engines, principally through thepurchase of travel-related keywords, in particular on Google, and inclusion in metasearch results, togenerate traffic to our websites. The purchase of travel-related keywords consists of anticipatingwhat words and terms consumers will use to search for travel on Internet search engines and thenbidding on those words and terms in the applicable search engine’s auction system. We bidagainst other advertisers for preferred placement on the applicable Internet search engine’s resultspage. Search engines, including Google, frequently update and change the logic that determinesthe placement and display of results of a consumer’s search, such that the purchased oralgorithmic placement of links to our websites can be negatively affected.

We also generate a significant proportion of our Bookings on our websites from ‘‘free traffic’’resulting from customers clicking a non-paid results link in a Google or other search engine. Ourpositioning on such search engine’s search results depends on algorithms designed by the varioussearch engine providers such as Google and based on various criteria including, in particular, thehistorical level of traffic on our websites. As a result, if search engine providers such as Googlechange their search algorithms in a manner that is competitively disadvantageous to us, whether tosupport their own travel-related services or otherwise, our ability to generate traffic to our websiteswould be harmed, which in turn could adversely affect our business, market share and financialperformance. In addition, if we fail to maintain our current strong levels of traffic and our searchrankings fall as a consequence thereof, our free traffic would fall and our margins, business andfinancial performance could be adversely affected.

Furthermore, a significant amount of traffic is directed to our websites through our participationin pay-per-click and display advertising on Internet media properties and search engines whosepricing and operating dynamics can experience rapid change, both technically and competitively. Ifone or more of such arrangements are terminated or if competitive dynamics further impact marketpricing in a negative manner, we may experience a decline in traffic on our websites which in turncould adversely affect our margins, business, financial condition and results of operations.

Moreover, changes in our relationships with certain search engines, metasearch or affiliatepartners that feature links to our sites could limit our access to customers at a reasonable cost,which in turn could adversely affect our margins, business, financial condition and results ofoperations.

We are exposed to risks associated with payment fraud.

We have historically suffered, and expect to continue to suffer, from Internet-related fraudwhich has impacted our results. For example, we experience periodic instances of significantattempted fraud, particularly in our expansion markets. Although we have made significantinvestments with respect to fraud prevention and detection (including for contracting externalsupplementary fraud detection services and the rollout of a unified fraud detection system within theframework of the integration of the One Platform) and we have generally been able to keep creditor debit card fraud levels at reasonable levels so far, we cannot guarantee that we will be able todo so in the future. We are liable for accepting fraudulent credit or debit cards or checks and aresubject to other payment disputes with our customers for such sales. In instances in which we areunable to combat the use of fraudulent credit or debit cards or checks, we are liable vis-a-vissuppliers for the entire airfare (even when we do not bear inventory risk) and our revenue fromsuch sales could also be subject to automatic chargebacks related to fraudulent transactions fromcredit or debit card processing companies or demands from the relevant banks. Our ability todetect and combat increasingly sophisticated fraudulent schemes may be negatively impacted bythe adoption of new payment methods, the emergence of new technology platforms such assmartphones and tablet devices and our expansion into emerging markets. Our fraud protectionmeasures also result in our refusal of bookings to some legitimate customers, which results in lostrevenue and dissatisfied users, and also involve significant direct compliance costs. If we areunable to effectively combat the use of fraudulent credit cards on our websites, our results ofoperations and financial condition could be adversely affected.

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Our international operations involve additional risks and our exposure to these risks willincrease as we further expand our international operations.

Our principal operations, as measured by Revenue Margin contribution, are in France,Germany, Spain, Italy, the United Kingdom and the Nordics. However, we are seeking to expandour geographic footprint rapidly, and as of December 31, 2013 we operated in 42 countries. Weface complex, dynamic and varied risk landscapes in the countries in which we operate. To achievewidespread acceptance as we enter countries and markets that are new to us, we must continue totailor our products and business model to the unique circumstances of such countries and markets,including travel supplier relationships, traveler preferences and adding new languages to ourwebsite interfaces. In each new market that we enter we will need to address the particulareconomic, currency, political and regulatory risks associated with such new markets, which mayinclude, among other things, finding new acquisition partners, hiring and training new call centerstaff with local language skills and an understanding of the local market, adapting to new paymentmethods frequently used in the market to be entered, implementing new fraud systems andprocessing additional currencies.

Learning the customs and cultures of various countries, particularly with respect to travelpatterns and practices, and subsequently integrating our operations across different cultures andlanguages, can be difficult, costly and divert management and personnel resources. In particular,establishing effective payment systems in the countries and markets we enter can be time-consuming and challenging. To compete in certain international markets we have in the past, andmay in the future, adopt locally preferred payment methods, which may increase our cost and riskof fraud. Our failure to adapt our practices, internal systems and processes and models effectivelyto traveler and supplier preferences of each country into which we expand could slow ourinternational growth.

In addition, when we enter new markets and/or seek to become a new distribution partner forairlines with which we have no existing relationships, we are typically required to undergo a lengthyapplication process while we seek to obtain respective IATA and/or ARC accreditation. In themajority of cases, there is no guarantee that we will ultimately become a distribution partner and begranted access to all brand/market combinations of the respective airline.

We expect to continue to face ongoing and additional risks in international operations fromjurisdiction to jurisdiction. These risks may include:

• local economic or political instability;

• threatened or actual acts of terrorism;

• regulatory requirements, including data privacy requirements, consumer protection and retailregulations, labor laws and anti-competition regulations, and our general ability to complywith local laws and regulations and compliance costs associated therewith;

• diminished ability to legally enforce our contractual rights;

• longer payment cycles;

• increased risk and limits on our ability to enforce intellectual property rights;

• increased risk of Internet and particularly credit or debit card fraud;

• possible preferences by local populations for local providers;

• currency exchange restrictions and exchange rate fluctuations;

• financial risk arising from transactions in multiple currencies, including our failure toadequately manage those risks;

• restrictions on our ability to repatriate cash and earnings as well as restrictions on our abilityto invest in our operations in certain countries;

• slower adoption of the Internet as an advertising, broadcast and commerce medium inthose markets as compared to the jurisdictions in which we currently operate;

• increasing labor costs due to high wage inflation in foreign locations, differences in generalemployment conditions and the degree of employee unionization and activism; and

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• difficulties in managing staffing and operations due to distance, time zones, language andcultural differences.

If we are not able to effectively mitigate or eliminate these risks, our results of operations couldbe materially and adversely affected.

In certain of our business lines, such as in our charter flight business, we bear inventory riskand/or bear the risk of default by our supplier, which could adversely affect our business.

We generally do not assume inventory risk in our different business lines. However, for alimited range of products (principally charter flights), we purchase inventory in order to benefit fromspecial negotiated rates and we assume inventory risk on such products. If we are unable to sellthese products at an appropriate price, or at all, our revenue and business may be adverselyaffected. In cases where we bear inventory risk, we are particularly exposed to competition as, forexample, the introduction by a competitor of new or additional capacity on a particular route or fora particular product has required us in the past, and may require us in the future, to significantlydecrease our prices and thereby suffer a loss on the sales of those products. Furthermore, in ourcharter flights business we also bear the counterparty credit risk of default by our charter suppliers,particularly Air Mediterrannee, which is one of our main suppliers. If any of our charter supplierswere to voluntarily or involuntarily undergo a bankruptcy proceeding and is subsequently unable tosuccessfully emerge from bankruptcy, or were to otherwise cease operations, temporarily orpermanently, or face any other business disruption, and we are unable to replace such supplier, ourbusiness would be adversely affected. In addition, we could incur additional costs and constrainedliquidity if we are required to provide relief to tour operators and/or affected travelers by refundingthe price or fees associated with charter flight products and other related travel products andservices.

We rely on third parties for certain services and systems, and any disruption or adversechange in their businesses could have a material adverse effect on our business.

We rely on third-party service providers for certain customer care, fulfillment, processing,systems development, technology and other services and we may in the future migrate additionalservices to outsourcing providers. If these third parties experience difficulty meeting ourrequirements or standards, this could damage our reputation or make it difficult for us to operatecertain aspects of our business. In addition, if such third-party service providers were to ceaseoperations, temporarily or permanently, or face financial distress or other business disruption, wecould suffer increased costs and delays in our ability to provide similar services until an equivalentservice provider is found or we develop replacement technology or operations. If we fail to replaceany such defaulting service provider, this could result in our inability to access a particular source ofrevenue and, as a result, our revenue could also be adversely impacted. If we are unsuccessful inchoosing partners who meet our quality standards or we ineffectively manage these partners, thiscould have an adverse impact on our business and financial performance. In addition, anytransition of services currently provided by us to an outsourcing provider could result in labor-related costs or disruptions.

In addition to relying on the electronic central reservation systems and GDSs of the airline,hotel and car rental industries as discussed elsewhere in this section, we currently rely on certainthird-party computer systems, service providers and software companies in order to:

• process credit or debit card payments, including fraud prevention and detection systems;

• provide computer infrastructure critical to our business, including hosting, internetbandwidth and firewall protection;

• provide reporting data, including data analysis and benchmarking;

• facilitate customer acquisition, including agreements with metasearch engines; and

• perform call center and online customer support services.

Our success is dependent on our ability to maintain relationships with our technologypartners. In the event our arrangements with any of such third parties are impaired or terminated,we may not be able to find an alternative source of systems support on a timely basis or oncommercially reasonable terms, which could result in significant additional cost or disruptions to our

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businesses. In addition, some of our agreements with third-party service providers can beterminated by those parties on short notice and, in many cases, provide no recourse for serviceinterruptions. Such an event could have a material adverse effect on our business, financialcondition and results of operations.

We outsource certain of our call center operations for customer service to third-partyproviders. These third-party providers operate call centers located in New Delhi, India andCasablanca, Morocco. If our outsourcing service providers experience difficulty in meeting, or fail tomeet, our requirements for quality and customer services standards or the requirements orstandards of governmental authorities, our reputation could suffer and our business and prospectscould be adversely affected. Our operations and business could also be adversely affected if ouroutsourcing service providers experience any system or other operational interruptions. Forexample, in 2013, one of our external call center operators experienced an employee strike, whichcaused stoppages to GoVoyages’ and Opodo’s customer services and required us to makealternative call center arrangements. See ‘‘Business—Litigation—Commercial and intellectualproperty disputes—Call Expert litigation’’. In addition, termination of any contract with ouroutsourcing service providers could cause a decline in the quality of our services and disrupt andadversely affect our business, results of operations and financial condition if we are unable to findalternative outsourcing service providers on commercially reasonable terms or if the replacementoutsourcing service providers do not meet our quality requirements.

System interruption and lack of redundancy may cause us to lose customers or businessopportunities.

We rely on our own and our suppliers’ computer systems to attract customers to our websitesand apps and to facilitate and process transactions. Our and our suppliers’ inability to maintain andimprove our respective information technology systems and infrastructure may result in systeminterruptions. Like many online businesses, we and our suppliers have experienced and may in thefuture experience system interruptions. Any interruptions, outages or delays in systems we utilize ordeterioration in their performance could impair our ability to process user traffic and transactionsand decrease the quality of products that we can offer to travelers. The costs of enhancinginfrastructure to attain improved stability and redundancy may be time-consuming and expensiveand may require resources and expertise that are difficult to obtain.

We currently operate two data processing and hosting facilities, which are located inBarcelona, Spain and Paris, France. While some of the functions performed by these facilities areduplicative and some of the databases of these facilities are synchronized in predeterminedintervals with databases of the respective other facility for backup purposes, the two facilities arecurrently not designed to be entirely redundant. In particular, one database may not be able to fullyperform the full range of operations of the respective other database, i.e., our ability to carry out allof our operations requires full functionality of both facilities. Accordingly, in case of failure of one ofthe data processing and hosting facilities, we may lose customer data as well as the ability torecord and process Bookings, which could have a material adverse effect on our business, financialcondition and results of operations.

Fire, flood, power loss, telecommunications failure, physical break-ins, earthquakes, acts ofwar or terrorism, acts of God, computer viruses, electronic intrusion attempts from both externaland internal sources and similar events or disruptions may impact, damage or interrupt computer orcommunications systems or business processes or data at any time. For example, in the past, wehave experienced security intrusions and attacks on our systems for fraud or service interruption(called ‘‘denial of service’’ attacks) that have made portions of our websites slow or unavailable forperiods of several hours. Although we have taken measures to protect certain portions of ourfacilities, assets and data, if we were to experience frequent or persistent system failures or securitybreaches, such events could significantly curtail our ability to conduct our businesses and generaterevenue, and our reputation and brands could be harmed.

Security intrusions and attacks are likely to become more difficult to manage as we expandthe number of jurisdictions in which we operate and as the tools and techniques used in suchattacks becomes more advanced. In addition, companies that we may acquire in the future, mayemploy security and networking standards at levels we find unsatisfactory. The process ofenhancing infrastructure to improve security and network standards may be time consuming and

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expensive and may require resources and expertise that are difficult to obtain. Acquisitions couldalso increase the number of potential vulnerabilities and could cause delays in detection of anattack, or the timelines of recovery from an attack.

While we have backup systems and contingency plans for critical aspects of our operations orbusiness processes, our disaster recovery or business continuity planning may not be sufficient. Inaddition, we may have inadequate insurance coverage or insurance limits to compensate for lossesfrom a major interruption, and remediation may be costly and have a material adverse effect on ourfinancial condition and results of operations.

We rely on the performance of highly skilled personnel and our ability to attract and retainexecutives and other qualified employees is crucial to our results of operations and futuregrowth. In addition, any significant disruption in our workforce or the workforce of oursuppliers or third-party service providers could adversely affect us.

We depend substantially on the continued services and performance of our key executives,senior management and skilled personnel, particularly our information technology and systems,marketing, pricing, retail, finance and supplier relations professionals and country directors. Any ofthese individuals may choose to terminate their employment with us at any time and we cannotensure that we will be able to retain the services of any member of our senior management or keyemployees, the loss of whom could seriously harm our business.

Competition for well-qualified employees in certain aspects of our business, including topmanagement, software engineers, developers, marketing and supplier relationship managers andother business, finance and technology professionals, also remains intense. The specialized skillswe require are difficult and time-consuming to acquire and, as a result, such skills are in shortsupply. We expect that this shortage will continue. A lengthy period of time is also required to hireand train replacement personnel and it takes time for newly recruited specialists to learn oursystems and business and become productive.

Our employees are subject to personal income tax. There has been a trend in the past ofincreased taxation for some of our employees. Should personal income tax rates continueincreasing, we may not be able to retain our employees services without increasing our labor costwhich may adversely impact our results of operations.

An inability to hire, train and retain a sufficient number of qualified employees could materiallyhinder our business by, for example, delaying our ability to bring new products and services tomarket or impairing the success of our operations. Even if we are able to maintain our employeebase, the resources needed to attract and retain such employees, as well as to update their skillsas the technological demands of our industry change, may adversely affect our profits, growth andoperating margins.

We are, and may be in the future, involved in various legal proceedings, the outcomes ofwhich could adversely affect our business, financial condition and results of operations.

We are, and may be in the future, involved in various legal proceedings relating to allegationsof our failure to comply with consumer protection, antitrust or competition regulations that involveclaims or sanctions for substantial amounts of money or for other relief or that might necessitatechanges to our business or operations. For example, in France we are currently involved incommercial litigation with Air France arising from their claim that in the past, eDreams engaged inunfair competition by failing to comply with certain French and EU regulations concerning pricetransparency. See also ‘‘Business—Litigation—Commercial and intellectual property disputes—AirFrance litigation’’.

Such legal proceedings include disputes with certain authorities relating to regulatory matters.The defense of any of these actions is, and may continue to be, both time-consuming andexpensive. We cannot assure you that we will prevail in these legal proceedings or in any futurelegal proceedings and if such disputes were to result in an unfavorable outcome, it could result inreputational damage and have a material adverse effect on our business, financial condition andresults of operations.

For a discussion of certain key legal proceedings relating to us, see ‘‘Business—Litigation’’.

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We may not be able to protect our intellectual property effectively from copying and use byothers, including current or potential competitors.

Our success and ability to compete depend, in part, upon our technology and otherintellectual property, including our brands. Our websites rely on content and technology intellectualproperty, much of which we regard as proprietary. We protect our logo, brand name, websites’domain names and our content and proprietary technology by relying on domain names,trademarks, copyrights, trade secret laws, patents and confidentiality agreements.

However, not all of our intellectual property can be protected by registration. If someone elsewere to copy or otherwise obtain and use our proprietary technology or content without ourauthorization or to develop similar technology independently, our competitive advantage based onour technology could be reduced and may be eliminated. In addition, effective trademark,copyright, patent and trade secret protection may not be available in every jurisdiction in which ourproducts are made available, and policing unauthorized use of our proprietary information is difficultand expensive. As we expand to new jurisdictions, some of which have less robust protections forintellectual property, the cost of protecting, and the risk of third-party infringement of, our intellectualproperty increases.

We cannot be sure that the steps we have taken will in all instances preserve our ability toenforce our intellectual property rights or prevent unprotected disclosure or misappropriation of ourproprietary information. Unauthorized use and misuse of our intellectual property or disclosure ofour proprietary information could have a material adverse effect on our business, financial conditionand results of operations. In addition, although we seek to protect our intellectual property throughconfidentiality or non-disclosure agreements and agreements not to compete with us, theseagreements typically have terms that end after several years. Furthermore, in the future we mayneed to go to court or other tribunals to enforce our intellectual property rights, to protect our tradesecrets or to determine the validity and scope of the proprietary rights of others, and the legalremedies available to us may not adequately compensate us for the damages caused byunauthorized use.

Claims by third parties that we infringe their intellectual property rights could result insignificant costs and adversely affect our business and financial condition.

From time to time, we face claims that we have infringed the patents, copyrights, trademarksor other intellectual property rights of others. In addition, to the extent that our employees,contractors or other third parties with which we do business use intellectual property owned byothers in their work for us, disputes may arise as to the rights in related or resulting know-how andinventions. We endeavor to defend our intellectual property rights diligently, but intellectual propertylitigation is expensive and time-consuming and may divert managerial attention and resources fromour business objectives. Successful infringement claims against us could result in significantmonetary liability, including any indemnification due to travel suppliers for claims made againstthem. Such claims could also delay or prohibit the use of existing, or the release of new, products,services or processes, and the development of new intellectual property. We could be required toobtain licenses to use the intellectual property that is the subject of the infringement claims, whichmay be expensive to obtain, and resolution of these matters may not be available on acceptableterms within a reasonable time frame or at all. Intellectual property claims against us could have amaterial adverse effect on our business, financial condition and results of operations, and suchclaims may result in a loss of intellectual property protections that relate to certain parts of ourbusiness.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as aresult of governmental and/or industry regulation, conflicting law requirements and differingviews of personal privacy rights, and we are exposed to risks associated with onlinecommerce security.

In the processing of our traveler transactions, we receive and store a large volume ofpersonally identifiable information, including credit card information, and we rely on informationcollected online for purposes of advertising to visitors to our websites. Substantial or ongoingsecurity breaches, whether instigated internally or externally on our systems or other Internet-basedsystems, could significantly harm our business, including our relations with our suppliers. We incur,

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and expect to continue to incur, substantial expense to protect ourselves against, and remedy,security breaches and their consequences. We rely on licensed encryption and authenticationtechnology to effect secure transmission of confidential customer information, including credit ordebit card numbers. However, advances in technology or other developments could result in acompromise or breach of the technology that we use to protect customer and transaction data.

It is possible that computer circumvention capabilities, new discoveries or advances or otherdevelopments, including our own acts or omissions, could result in a party (whether internal,external, an affiliate or unrelated third party) compromising or circumventing our security systemsand stealing customer transaction/personal data or our proprietary information or cause significantinterruptions in our operations. For example, in 2012, several major companies, including Zappos,Apple, AOL, LinkedIn, Google, and Yahoo! experienced high-profile security breaches that exposedtheir customers’ personal information. We cannot guarantee that our security measures will preventdata breaches, or that third-party service providers will be successful in implementing securitysystems to prevent data breaches. Failure to improve our standards or a substantial data breach inany of our businesses, or in the systems of third parties upon which we rely, could expose us to arisk of loss or litigation and possible liability and could significantly harm our business. Ourinsurance may not be adequate to reimburse us for losses caused by security breaches.

Security breaches could also damage our reputation and cause customers and potentialcustomers to lose confidence in our security, which would have a negative effect on the value ofour brands and the demand for our products. Moreover, public perception concerning generalsecurity and privacy on the Internet could adversely affect customers’ willingness to use ourwebsites. A publicized breach of security, even if it only affects other companies conductingbusiness over the Internet, could inhibit the growth of consumers’ willingness to provide privateinformation or effect commercial transactions on the Internet and, therefore, demand for ourproducts as a means of conducting commercial transactions.

Customer information is increasingly subject to legislation, regulation and industry policies innumerous jurisdictions around the world. As we expand the number of places where we operate,we face additional challenges to comply with these requirements and restrictions, which are not,and may not in the future be, necessarily consistently applied. Such regulations and policies aretypically intended to protect the privacy and security of personal information (including credit ordebit card information) that is collected, processed and transmitted in or from the governingjurisdiction. We could be adversely affected if legislation, regulations or other requirements areexpanded to require changes in our current business practices or if governing jurisdictions orindustry groups interpret or implement their requirements in ways that negatively affect ourbusiness, financial condition and results of operations. For example, in January 2012 the EuropeanUnion proposed a major reform of the EU legal framework on the protection of personal datawhich, if adopted, would result in a greater compliance burden for businesses with users in Europe,such as our businesses, and as a result would increase our costs of compliance. Moreover, ourfailure to comply with any of these requirements or interpretations could have a material adverseeffect on our reputation and operations, and subject us to litigation.

As privacy and data protection have become more sensitive issues for regulators andconsumers, we may also become exposed to potential liabilities as a result of differing views on theprotections that should apply to travel and/or online data. These and other privacy and securitydevelopments are difficult to anticipate and could adversely affect our business and financialperformance. See also ‘‘—Our international operations involve additional risks and our exposure tothese risks will increase as we further expand our international operations’’ above.

Our business and financial performance could be negatively impacted by adverse tax events.

We are subject to corporate income tax, withholding tax, value added tax, payroll taxes andsocial security taxes and, in certain countries, to local taxes on income or assets. The estimated netresult of our business is based on tax rates which are currently applicable as well as currentlegislation, jurisprudence, regulations and interpretations by local tax authorities. A change inapplicable corporate tax rates or in general of any tax rule or interpretation made by local taxauthorities will impact our net results of operations. While there has been a trend to reduce thecorporate tax rates over the last decade, the countries in which we operate could either increase

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the applicable income tax rates and/or seek to enlarge the taxable basis to generate more taxrevenue.

The application of tax laws, rules and regulations to our business is subject to interpretationby the competent tax authorities. We rely on generally available interpretations of tax laws andregulations in the jurisdictions in which we operate. There can be no assurance that tax authoritiesmay not take the view that our interpretations are not accurate or are not in agreement with ourviews. Similarly, we may, from time to time, effect certain changes in the way we organize andconduct our business operations to enhance efficient management of our business, the taxconsequences of which may be viewed by the tax authorities of the relevant jurisdictions differentlyfrom us. This could result in a reassessment by tax authorities, increasing our tax expense for pastperiods and may trigger penalties and interest for the underpayment of taxes.

We have significant tax losses carried forward which can be offset against future taxableprofits. There is a trend that tax authorities implement rules with the aim to restrict the utilization ofthese tax losses, for example, by permitting only a partial offset against taxable profits of asubsequent year or even restricting the period during which tax losses can be utilized. Theimplementation of such restrictive rules regarding the utilization of tax losses may result in moreincome tax than anticipated becoming due by us.

Further, tax authorities tend to implement so-called ‘‘anti-base erosion’’ provisions with the aimof restricting the deduction of finance expenses in respect of tax payers’ financial debt. Althoughsuch measures have already been implemented in certain countries, these countries may furtherrestrict the deduction of finance expense and other countries may implement similar measures.Since we are significantly leveraged, any restriction of the deduction of our finance expense mayadversely impact our future income tax expense.

Income tax is paid in the countries in which our operating companies are resident, irrespectivegenerally of where our customers are located or where the travel products are actually purchasedor consumed by our customers. The payment of income tax in the relevant countries in which weoperate is based on the current internationally accepted tax rules and transfer pricing framework.The current rules, based on which taxable profits are allocated, may change or be interpreteddifferently in the future, which would result, for example in taxable profits being (partly) allocated tocountries where customers are located or where the travel product is actually consumed. This maylead to a shift of taxable profits to other countries where less favorable tax rates and rules regardingthe determination of taxable income are applicable. The allocation of our taxable profits to adifferent country mix may impact our future income tax expense.

In our present legal structure, we are able to distribute cash generated by the operatingentities upstream, triggering a minimal amount of withholding taxes. However, tax authorities maytake measures that change either withholding tax rates or the dividend exemption rules, or mayinterpret the current legislation, jurisprudence and regulations in a manner that disables theapplication of reduced withholding tax rates or dividend exemption rules. This could lead to anincrease of our income tax expenses which will impact our net result of operation.

We operate in the travel industry which is subject to specific VAT rules. Since we primarilydistribute products to customers, this category of customers is not entitled to a deduction of inputVAT. This means that VAT is generally a cost of the transaction. The increase of applicable VATrates could result in an increase in the total aggregate prices of our products, which might cause adecrease in demand for our products and we may be forced to decrease our margins in order toremain competitive. This may adversely impact our results of operations.

In our industry, tax authorities focus increasingly on the actual behavior of travel agents inaddition to the contractual relationship between the travel agent and its customers to determinewhether or not the travel agent is a disclosed agent for VAT purposes. This may have an impact onthe determination of the country in which VAT is due as well as the basis on which VAT is due.While we believe that we have taken a prudent position in this respect, there can be no assurancethat tax authorities will take the same view, which may impact the amount of VAT which is due onthe services which we render to our customers.

Tax authorities of a country may consider that VAT is due in their country, for examplebecause the customer is a resident of that country or because the travel service is deemed to beused and enjoyed in that country, whereas we may take the view that VAT is not due in that

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country. If tax authorities successfully enforce their different view, they may cause us to pay taxwhich we currently do not collect or pay. Passing on additional taxes to the customer may decreasethe demand for our services.

A significant part of our operating revenue comes from the fees we charge as an intermediaryin the sale of travel insurance. In many countries the sale of insurance is subject to insurancepremium tax. This insurance premium tax is normally due in the country where the insured risk islocated. Tax authorities may take a view that is different from our view in determining where theinsured risk is actually located, considering that we operate on the internet. This may impact theamount of the insurance tax which is due by us. If additional insurance tax is levied which is notfully passed-on to our customers, this may adversely impact our results of operations.

Although we believe our tax position is true and accurate and we have taken a prudentposition for the purpose of recognizing a provision for tax risks, the position taken by tax authoritiesbased on tax audits could be different from the position which we have taken. We do not believethat we have implemented aggressive tax planning in our group structure and business operationsthat are likely to be challenged by tax authorities.

Risks Related to Our Financial Profile

Our statement of financial position includes very significant amounts of goodwill and otherintangible assets. The impairment of a significant portion of these assets would negativelyaffect our reported results of operations and the equity reflected on our statement of financialposition, and may affect our ability to pay dividends.

The goodwill and other intangible assets recognized on our statement of financial positionrepresented 72.9% and 24.8%, respectively, of our total non-current assets as at December 31,2013 (71.8% and 25.4%, respectively, as at March 31, 2013). These assets consist primarily ofgoodwill and identified other intangible assets associated with the Combination. Within otherintangible assets, our principal assets are our brands (85.4% of total other intangible assets as atDecember 31, 2013) and software (14.0% of total other intangible assets as at December 31, 2013).See notes 14 and 15 to our Consolidated Annual Financial Statements and notes 11 and 12 to ourConsolidated Interim Financial Statements for further information regarding our goodwill and otherintangible assets. Any further acquisitions may result in our recognition of additional goodwill orother intangible assets.

Under IFRS, we are required to amortize certain intangibles over the useful life of the assetand subject our goodwill and certain of our intangible assets to impairment testing rather thanamortization. Accordingly, on at least an annual basis, we assess whether there have beenimpairments in the carrying value of our goodwill and certain of our intangible assets. If the carryingvalue of the asset is determined to be impaired, then it is written down to fair value by animpairment loss in the income statement. See ‘‘Management’s Discussion and Analysis of OurResults of Operations—Critical Accounting Policies—Impairment testing of the recoverable amountsof a CGU or group of CGUs’’.

We have recognized impairments in the past, including as a result of changes in our businessperformance and strategy. We recognized impairments of e21.4 million on other intangible assetsrelating to brands at March 31, 2012. In addition, at March 31, 2013, we recognized impairments ofe9.3 million mainly relating to our IT technology (e6.7 million) and our customer relationships(e2.0 million), both initially recognized in relation to the purchase price allocation following the pastacquisitions.We recognized impairments of e0.5 million on tangible assets, mainly relating toGoVoyages assets, at December 31, 2013. We also recognized impairments of intangible assets,mainly relating to the GoVoyages brand and, to a lesser extent, to capitalized IT projects, ofe11.7 million at that date. Factors that have resulted in us recognizing impairments in the pastinclude the relative focus on one brand over another (for example, following the decrease in thesales of GoVoyages charter flights, which led to an impairment of the GoVoyages brand) and thechanges in technology (for example, the development of our One Platform, which lowered thecarrying value of certain of our predecessors’ technology).

An impairment of a significant portion of goodwill or other intangible assets could have amaterial adverse effect on our reported results of operations and the equity reflected on ourstatement of financial position. Pursuant to Luxembourg law, we are only able to pay dividends if,

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on the closing date of the last financial year, the net assets as set out in the annual accounts arenot, and would not as a consequence of such dividend payment become, less than the amount ofour subscribed capital plus any reserves which may not be distributed under law or by virtue of ourArticles of Incorporation. Luxembourg law further provides that the amount of a dividend distributionto the Shareholders may not exceed the amount of the profits for the end of the most recentfinancial year plus any profits carried forward and any amounts drawn from reserves which areavailable for that purpose, less any losses carried forward and sums to be placed in reserve inaccordance with the law or the Articles of Incorporation. As impairments reduce our profit,impairments could reduce or eliminate our ability to pay dividends. See also ‘‘—Our ability to paydividends to Shareholders may be constrained’’.

Additionally, pursuant to Luxembourg corporate law, if such impairment results in a loss of halfa company’s equity, the board of directors is required to convene a general meeting of theshareholders to be held within a period not exceeding two months from the time at which the losswas or should have been ascertained by them and such meeting shall resolve, in accordance withthe Luxembourg corporate law, on the dissolution of such company. The same rules apply wherethe loss equals at least three quarters of a company’s equity. In the latter case, the vote to dissolvea company may be passed by a quorum of one fourth of the votes cast at the meeting.

Our significant leverage could affect our financial position and results and our ability tooperate our business and raise additional capital to fund our operations.

We have a substantial amount of outstanding indebtedness with significant debt servicerequirements. Our debt generally bears interest at a fixed rate; however, debt under the RevolvingCredit Facility Agreement bears interest at a floating rate. See also ‘‘Management’s Discussion andAnalysis of Our Financial Condition and Results of Operations—Description of Debt Arrangements’’.As of January 31, 2014, we had total gross debt of e488.1 million (excluding ConvertibleSubordinated Shareholder Bonds). See ‘‘Management’s Discussion and Analysis of Our FinancialCondition and Results of Operations—Liquidity and Capital Resources’’. These arrangementsrequire us to dedicate a portion of our cash flow to service interest and to make principalrepayments. Our significant leverage could have negative consequences, including:

• making it more difficult for us to satisfy our obligations with respect to our indebtedness,including restrictive covenants and borrowing conditions under our debt instruments, thebreach of which could result in an event of default under those instruments;

• requiring us to dedicate a substantial portion of our cash flow from operations to paymentson our debt, thereby reducing the availability of our cash flow to fund internal growththrough working capital and capital expenditures and for other general corporate purposes;

• increasing our vulnerability, and reducing our flexibility to respond, to general adverseeconomic and industry conditions;

• placing us at a competitive disadvantage compared to competitors that have less debt inrelation to cash flow;

• limiting our flexibility in planning for, or reacting to, changes in our business and ourindustry;

• restricting us from exploiting certain business opportunities or making acquisitions orinvestments; and

• limiting, among other things, our ability to borrow additional funds or raise equity capital inthe future, and increasing the costs of such additional financings if interest rates increase,

any of which could have a material adverse effect on our business, financial condition andresults of operations.

We are subject to restrictive debt covenants that may limit our ability to finance our futureoperations and capital needs and to pursue business opportunities and activities.

The agreements governing our indebtedness contain various covenants, including those thatrestrict our ability to, among other things:

• incur or guarantee additional indebtedness and issue certain preferred stock;

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• pay dividends and make certain other restricted payments;

• prepay or redeem subordinated debt or equity;

• make certain investments;

• create or permit to exist certain liens;

• sell, lease or transfer certain assets;

• engage in certain transactions with certain affiliates; and

• consolidate, merge or transfer all or substantially all of its assets and the assets of oursubsidiaries on a consolidated basis.

All of these limitations are subject to significant exceptions and qualifications. The covenantsto which we are subject could limit our ability to finance our future operations and capital needsand our ability to pursue business opportunities and activities that may be in our interest.

Certain of our debt instruments also require us to comply with certain affirmative covenantsand certain specified financial covenants and ratios. Our Revolving Credit Facility Agreementrequires us to satisfy a specified financial ratio at certain specified dates. See ‘‘Management’sDiscussion and Analysis of Our Financial Condition and Results of Operations—Description of DebtArrangements’’. Our ability to meet this financial ratio can be affected by events beyond our controland we cannot assure you that we will meet them. A breach of any of those covenants, ratios, testsor restrictions could result in an event of default under our Revolving Credit Facility Agreement. See‘‘Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—Description of Debt Arrangements’’.

We will require a significant amount of cash to meet our debt obligations and to sustain ouroperations, which we may not be able to generate or raise. Our ability to generate cash andaccess capital markets depends upon many factors, some of which are beyond our control.

Our ability to meet our debt obligations and to fund our ongoing operations will depend onour future performance and our ability to generate cash, which to a certain extent is subject togeneral economic, financial, competitive, legislative, legal, regulatory and other factors, as well asother factors discussed in these ‘‘Risk Factors’’, many of which are beyond our control.

Historically, we have met our debt service and other cash requirements with cash flows fromoperations and borrowing facilities. Although we believe that our expected cash flows fromoperating activities, together with cash on hand and available borrowing facilities, will be adequateto meet our anticipated liquidity and debt service needs, we cannot guarantee you that ourbusiness will generate sufficient cash flows from operating activities or that future debt and equityfinancing will be available to us in an amount sufficient to meet our debt obligations or to fund ourother liquidity needs. See also ‘‘Management’s Discussion and Analysis of Our Financial Conditionand Results of Operations’’. The availability of financing depends in significant part on capitalmarkets and liquidity factors over which we exert no control. In light of periodic uncertainty in thecapital and credit markets, we can provide no assurance that we can access the capital or otherfinancing markets on attractive or acceptable terms.

If our future cash flows from operations and other capital resources are insufficient to meet ourdebt obligations or to fund our liquidity needs, we may be forced to:

• reduce or delay our business activities and capital expenditures;

• sell assets;

• obtain additional debt or equity capital; or

• restructure or refinance all or a portion of our debt on or before maturity.

Any additional debt or equity capital financing that we may need may not be available onterms favorable to us or at all.

We cannot assure you that we would be able to accomplish any of these alternatives on atimely basis or on satisfactory terms, if at all. In addition, the terms of our existing debt will limit our

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ability to pursue any of these alternatives. If we obtain additional debt financing, the related risks wenow face will increase.

We are exposed to risks associated with currency fluctuations.

We report our results in euro, and the euro is also our functional currency. Our results ofoperations may be affected by both the transaction effects and the translation effects of foreigncurrency exchange rate fluctuations. We are exposed to transaction effects when one of ourcompanies incurs costs or earns revenue in a currency different from its functional currency. Ourexposure to currencies is principally to U.S. dollars, British pounds and Swedish kronor. As weexpand into new markets which do not use the euro, our exposure to exchange rate fluctuationswill increase. We are also exposed to currency fluctuation when we convert currencies that we mayreceive for our operations into currencies required to pay our debt, or into currencies in which wemeet our fixed costs or pay for services, which could result in a gain or loss depending onfluctuations in exchange rates.

Risks Related to the Offering and the Offer Shares

The strategic interests of each of the Ardian Funds and the Permira Funds, which will be ourprincipal Shareholders following the offering, may, from time to time, differ from, and conflictwith, our interests and the interests of our other Shareholders.

Following the completion of the Shareholder Reorganization and before the Settlement,vehicles controlled by the Ardian Funds and the Permira Funds will become Shareholders of, andwill each continue to hold significant stakes in, the Company. So long as the Ardian Funds, thePermira Funds or their respective successor entities continue to own and control, directly orindirectly, a substantial portion of our voting share capital, even if their respective interests representless than half of our total voting share capital, such Shareholders will continue to be able to exertsignificant influence over decisions at both the shareholder and board level of our group. For moreinformation, see ‘‘Principal and Selling Shareholders’’ and ‘‘Management and Board of Directors’’.

The strategic interests of each of the Ardian Funds and the Permira Funds may differ from,and conflict with, our interests and the interests of our other Shareholders in material respects. Forexample, each of the Ardian Funds and the Permira Funds are in the business of makinginvestments in companies and may, from time to time, acquire interests in businesses that directlyor indirectly compete with certain areas of our business or that are suppliers or partners of theeDreams ODIGEO Group. In addition, each of the Ardian Funds and the Permira Funds may pursueacquisition opportunities that may be complementary to our business and, as a result, thoseacquisition opportunities may not be available to us.

There can be no assurance that the actions of the Ardian Funds and the Permira Funds willnot conflict with our interests or the interests of our other Shareholders.

There can be no assurance that the offer price will correspond to the price at which trading inthe Offer Shares will develop and continue after the offering.

If you purchase any Offer Shares in this offering, you will pay a price that was not establishedin the public trading markets. The offering price per Offer Share indicated on the cover of thisoffering memorandum has been discussed and agreed by the Underwriters and us, and noindependent experts were consulted in determining the offering price. Among the factorsconsidered in determining the offering price were our future prospects and the prospects of ourindustry in general, our revenue and certain other financial and operating information in recentperiods, and the financial ratios, market prices of securities and certain financial and operatinginformation of companies engaged in activities similar to ours. There can be no assurance that theprices at which the Offer Shares will trade in the public market after the offering will not be lowerthan the offering price or that an active trading market in the Offer Shares will develop and continueafter the offering.

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The market price of the Offer Shares may be volatile and may decline regardless of our actualoperating performance.

The market price of the Offer Shares may be volatile and significantly affected by the followingfactors, among others:

• investor perception of the success and impact of the offering and the strategy described inthis offering memorandum;

• our actual or anticipated financial condition and results of operations;

• new services or products offered by us or our competitors;

• negative publicity;

• the results of operations of our competitors;

• changes in the market valuations of our competitors, customers or travel providers;

• changes in securities analysts’ recommendations regarding us, the sector in which weoperate, or the travel and tourism industry generally;

• announcements by us or our competitors of significant acquisitions, strategic partnerships ordivestitures;

• announcements of investigations or regulatory scrutiny of our operations or lawsuits filedagainst us;

• developments affecting the regulation of one or more of the various sectors of the travel andtourism industry in the countries in which we operate or may in the future operate;

• capital commitments;

• changes among our key personnel;

• sales of Shares, including sales of Shares by our principal Shareholders, directors andsenior management;

• short-selling or other similar trading activities in respect of Shares or securities or otherinstruments linked to the Shares;

• changes in travel preferences or habits;

• our success in entering new markets; and

• conditions in the financial and securities markets generally and other factors beyond ourcontrol.

During recent years, the securities markets in Spain and worldwide have experiencedsignificant volatility in prices and trading volumes. This volatility could have a material adverse effecton the market price of the Offer Shares, irrespective of our financial condition and results ofoperations and the other factors referred to above.

The market price of the Offer Shares and/or our ability to raise capital through a futureoffering of Shares may be adversely affected if our principal Shareholders, or otherShareholders, sell substantial amounts of Shares, or by the perception that such sales couldoccur.

Sales of a substantial number of Shares in the public market following the Admission toTrading, or the perception that such sales will or might occur, could adversely affect the marketprice of the Offer Shares and/or our ability to raise capital through a future offering of Shares.

We have agreed with the Underwriters that, without the prior written consent of the JointGlobal Coordinators, which consent shall not be unreasonably withheld, we will not, during theperiod commencing on April 3, 2014 and ending 180 days following the listing of the Shares on theSpanish Stock Exchanges, directly or indirectly issue, offer, pledge, sell, contract to sell, sell anyoption or contract to purchase, purchase any option or contract to sell, grant any option, right orwarrant to purchase, lend or otherwise transfer or dispose of any of our Shares or any securitiesconvertible into or exercisable or exchangeable for our Shares, file any registration statement with

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respect to any of the foregoing or enter into any swap or any other agreement or any transactionthat transfers, in whole or in part, directly or indirectly, the economic consequence of ownership ofour Shares, subject to certain exceptions described in ‘‘Plan of Distribution’’ below.

The Principal Selling Shareholders have agreed with the Underwriters to similar restrictionsfrom April 3, 2014 and ending 180 days following the listing of the Shares on the Spanish StockExchanges, subject to certain exceptions described in ‘‘Plan of Distribution’’ below.

Each member of our Senior Management Leadership Team have agreed with the Underwritersto similar restrictions from April 3, 2014 and ending 360 days following the listing of the Shares onthe Spanish Stock Exchanges, subject to certain exceptions described in ‘‘Plan of Distribution’’below.

In addition to the lock-up arrangements entered into for the benefit of the Underwriters,approximately 100 Minority Selling Shareholders who are current employees of the eDreamsODIGEO Group, including the members of our Senior Management other than our SeniorManagement Leadership Team, have agreed with the Company to substantially the same lock-uparrangements for a period of 360 days following the listing of the Shares on the Spanish StockExchanges as those entered into by our Senior Management Leadership Team with theUnderwriters. In addition, the Company has entered into a substantially similar lock-up arrangementwith James Hare, one of our Directors, for a period of 180 days following the listing of the Shareson the Spanish Stock Exchanges.

After the expiry of the specified lock-up periods, any of our Shareholders, including one ormore of our Principal Shareholders, could sell its holdings of Offer Shares in whole or in part(subject to certain limitations for the orderly sale of shares by certain of our principal Shareholderscontained in the Shareholders’ Agreement) and we could offer to sell new shares in public orprivate transactions. Any such future sales by us could dilute the ownership interests of ourthen-existing Shareholders, and sales by our principal or management Shareholders or by us couldmaterially and adversely affect the trading price of the Offer Shares.

The offering may be terminated.

The offering will terminate if Admission to Trading on the Spanish Stock Exchanges andquotation of our Shares on the AQS will not have occurred before April 30, 2014 and in case oftermination of the underwriting agreement. In the event of any such termination, the offering (andthe arrangements associated with it) will lapse and any moneys received in respect of the offeringby us or the Selling Shareholders will be returned to applicants without interest. Where Offer Shareshave already been delivered by us or the Selling Shareholders, as the case may be, and thepurchase price has been paid by the Underwriters or investors, the principal consequences ofrevocation of the offering would be that (i) we and the Selling Shareholders, as the case may be,would be obligated to buy back the Offer Shares at the offering price per Offer Share from theholders of Offer Shares; and (ii) holders of Offer Shares will have the right to sell to us or theSelling Shareholders, as the case may be, the Offer Shares they purchased at the offering price perOffer Share.

None of the Company, its Shareholders, the Selling Shareholders, the Company’s directors ormembers of its management or the Underwriters shall be in any way responsible for, or liable topurchasers of the offering as a result of, any such termination of the offering.

We may in the future seek to raise capital by conducting equity offerings, which may diluteinvestors’ shareholdings.

Following the completion of the Shareholder Reorganization, the Board of Directors ordelegate(s) duly appointed by the board may from time to time issue Shares within the authorizedshare capital at such times and on such terms and conditions, including the issue price, as theboard or its delegate(s) may in its or their discretion resolve. See ‘‘Description of the Share Capitalof the Company and Applicable Regulations—Share Capital—Authorized Capital’’.

We may in the future seek to raise capital through public or private debt or equity financingsby issuing additional Shares or other shares, debt or equity securities convertible into Shares orrights to acquire these securities and, in certain circumstances, may seek to exclude the preferentialsubscription rights pertaining to the then outstanding Shares. Any additional capital raised through

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the issue of additional Shares or other shares may dilute an investor’s interest in the Company. Anyadditional offering of ordinary Shares by us, or the public perception that an offering may occur,could also have a negative impact on the trading price of the Offer Shares and could increase thevolatility in the trading price of the Offer Shares.

Our ability to pay dividends to Shareholders may be constrained.

We do not currently intend to pay a dividend on our Shares in the foreseeable future.However, even if our Board of Directors decided to pay a dividend, our ability to pay dividends toShareholders may be constrained by certain legal and financial restrictions in the debt instrumentsof our subsidiaries, including the 2018 Notes, the 2019 Notes and the Revolving Credit FacilityAgreement. For more information, see ‘‘Dividends and Dividend Policy’’.

The financing arrangements of our subsidiaries contain restrictions on their ability to paydividends and lend funds to us. We are a holding company and our ability to generate income andpay dividends is dependent on the ability of our subsidiaries to declare and pay dividends or lendfunds to us. The actual payment of future dividends by us and the payment of dividends to us byour subsidiaries, if any, and the amounts thereof, will depend on a number of factors, including (butnot limited to) the amount of distributable profits and reserves and investment plans, earnings, levelof profitability, ratio of debt to equity, credit ratings, applicable restrictions on the payment ofdividends under applicable laws, compliance with covenants in our debt instruments, the level ofdividends paid by other comparable listed companies and such other factors as our Board ofDirectors may deem relevant from time to time. As a result, our ability to pay dividends in the futuremay be limited and/or our dividend policy may change. If dividends are not paid in the future,capital appreciation, if any, of the Offer Shares would be investors’ sole source of gains.

Shareholders in countries with currencies other than the euro may face additional investmentrisk from exchange rate fluctuations in connection with their holdings of Offer Shares.

Shareholders in countries with currencies other than the euro face additional investment riskfrom currency exchange rate fluctuations in connection with their holdings of Offer Shares. TheOffer Shares will be quoted only in euro, and any future payments of dividends on the Offer Shareswill be denominated in euro. Accordingly, any dividends paid on the Offer Shares or received inconnection with any sale of Offer Shares could be adversely affected by the fluctuation of the euroagainst the U.S. dollar or other currencies.

There is no established trading market for the Offer Shares, and there can be no assurancethat any active trading market will develop.

This offering constitutes our initial public offering of Shares, and, prior to it and the Admissionto Trading, no public market for the Offer Shares exists. We have applied for Admission to Tradingof the Shares (including the Offer Shares) on the Spanish Stock Exchanges, and we expect theShares to commence trading on the Spanish Stock Exchanges on or about April 10, 2014, subjectto completion of customary procedures in Luxembourg and Spain. Any delay in thecommencement of trading of the Offer Shares would impair the liquidity of the market for the OfferShares and make it more difficult for holders to sell any Offer Shares.

There can be no assurance that an active trading market for the Offer Shares will develop orbe sustained following the Admission to Trading. Moreover, the Offer Shares to be sold in or intothe United States have not been listed on a U.S. exchange or registered under the Securities Act.Accordingly, there will not be a trading market for the Offer Shares in the United States and resalesof such Offer Shares in the United States will be restricted.

You may be unable to effect service of process on us or members of our Board of Directors ormanagement in the United States or to enforce judgments obtained in U.S. courts for U.S.securities laws violations.

The Company is organized under the laws of the Grand Duchy of Luxembourg andsubstantially all of our assets are located outside the United States. It is anticipated that all orsubstantially all of the members of the Company’s Board of Directors and senior management willbe non-residents of the United States and that all or substantially all of their assets will be locatedoutside the United States. As a result, it may not be possible for investors to effect service of

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process within the United States upon the Company or members of its Board of Directors ormanagement, or to enforce any judgments obtained in U.S. courts predicated upon civil liabilityprovisions of the U.S. securities laws. In addition, the Company cannot assure you that civilliabilities predicated upon the federal securities laws of the United States will be enforceable inLuxembourg. For a further discussion, see ‘‘Enforcement of Civil Liabilities’’.

Shareholders may not be able to exercise their preferential subscription rights to acquirefurther Shares and other rights attached thereto.

Under Luxembourg corporate law, holders of the Shares generally have the preferential right tosubscribe and pay for a sufficient number of ordinary shares to maintain their relative ownershippercentages prior to the issuance of any new Shares. However, as the share capital increase of aLuxembourg public limited liability company (societe anonyme) may take place by a decision of theShareholders taken during an extraordinary general meeting and fulfilling the quorum and majorityconditions required for the amendment of the Articles of Incorporation, Shareholders fulfilling suchquorum and majority conditions have the possibility to restrict or waive the preferential subscriptionrights or authorize the Board of Directors to do so. Pursuant to the Articles of Incorporation, theshare capital of the Company may also be increased by a decision of the Board of Directors withinthe framework of the authorized capital clause. The Board of Directors of the Company isauthorized, for a period of five years from the date of publication of the Shareholders decision inthis respect, to issue Shares within the limit of such authorized share capital to such person and onsuch terms as it sees fit and to proceed to such an issue without reserving a preferentialsubscription right for the existing Shareholders. This authorization is renewable (for a period notexceeding five years) by the general meeting of the Shareholders.

We may determine it is in our best interests to restrict or waive the preferential subscriptionrights or authorize the Board of Directors to do so. In addition, holders of the Shares in certainjurisdictions other than Luxembourg may not be able to exercise preferential subscription rightsunless applicable securities law requirements are complied with or exemptions are available.Accordingly, the preferential subscription rights of any Shareholders may lapse and theirproportionate interests may be reduced. In particular, holders of the Shares resident in the UnitedStates may not be able to exercise any future preferential subscription rights in respect of theShares they hold unless a registration statement under the Securities Act is effective or anexemption from the registration requirements is available. No assurance can be given that we wouldfile or have declared effective any such registration statement or that any exemption from suchregistration requirements would be available to allow for the exercise of the preferential rights ofU.S. holders, or that we would utilize an exemption if one were available.

Moreover, as the Shares are not Spanish securities, in order to enable the holding andsettlement of the Shares in Iberclear (the clearing and settlement system of the Spanish StockExchanges), the Company has entered into a foreign custody, link and paying agency agreementwith BNP Paribas Securities Services, Sucursal en Espana (the ‘‘Link Entity’’ and the ‘‘PayingAgent’’) and BNP Paribas Securities Services, Luxembourg Branch (the Foreign Custodian) that willenable investors willing to do so to hold and settle their Shares in book-entry form through Iberclearor a participant thereto as opposed to through another intermediary securities account holder (suchas Euroclear or Clearstream) or LuxCSD. Holders of Shares held through Iberclear or a participantthereto will only be able to exercise their rights attached to their Shares by instructing the LinkEntity to exercise these rights on their behalf, and, therefore, the process for exercising rights(including the right to vote at general meetings of Shareholders and the preferential subscriptionright in respect of the issue of new Shares) may take longer for holders of Shares held throughIberclear or a participant thereto than it will for holders of Shares held through another intermediarysecurities account holder (such as Euroclear or Clearstream) or LuxCSD. Consequently, the LinkEntity may set a deadline for receiving instructions from holders of Shares held through Iberclear ora participant thereto in respect of any corporate event of the Company which may be shorter thanthe deadline otherwise applicable for holders of Shares of the Company through anotherintermediary securities account holder (such as Euroclear or Clearstream) or LuxCSD. Furthermore,the Link Entity will not exercise any rights in respect of Shares held through Iberclear or aparticipant thereto for which it has not received appropriate instructions from the beneficial ownerthereof within the established deadline. For further information on the provisions applicable to the

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Shares held and settled through Iberclear, see ‘‘Description of the Share Capital of the Companyand Applicable Regulations’’ and ‘‘Market Information’’.

In addition, under Luxembourg corporate law, the Board of Directors may determine the periodof time during which preferential subscription rights may be exercised, which may be as short as30 days from the start of the subscription period, with such subscription or exercise period beingannounced in the Luxembourg official gazette (Memorial C, Recueil des Societes et Associations)and in two Luxembourg newspapers. Shareholders in certain jurisdictions other than Luxembourgmay not become aware of such subscription period in a timely fashion to participate in the issuanceof any new shares.

There can be no assurance that the Company will not be a passive foreign investmentcompany, or a PFIC, for any taxable year, which could result in adverse U.S. federal income taxconsequences to U.S. investors in our Shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its grossincome consists of ‘‘passive income’’ or (ii) at least 50% of the average quarterly value of its assetsconsists of assets that produce, or are held for the production of, passive income. Based on thenature of the Company’s business and the expected price of the Shares in their initial publicoffering, the Company does not expect to be a PFIC for its current taxable year or in theforeseeable future. However, because the determination of the Company’s PFIC status for anytaxable year will depend on the composition of its income and assets and the value of its assetsfrom time to time (and the value of the Company’s assets may be determined by reference to themarket price of the Shares, which may fluctuate after the Shares’ initial public offering), there canbe no assurance that the Company will not be a PFIC for any taxable year. If the Company were aPFIC for any taxable year during which a U.S. person owned Shares, certain adverse U.S. federalincome tax consequences could apply to such U.S. person. See ‘‘Taxation—Certain U.S. FederalIncome Tax Considerations—Passive Foreign Investment Company Rules.’’

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USE OF PROCEEDS

We are selling newly-issued Offer Shares in the offering and the Selling Shareholders areselling Offer Shares in the offering. We will not receive any proceeds from the sale of Offer Sharesby the Selling Shareholders in the offering.

We expect to obtain gross sale proceeds from the offering of e50 million and intend to usesuch gross proceeds to redeem a portion of the 2019 Notes after May 1, 2014 to further reduce ourindebtedness and interest expense, and create additional flexibility in our capital structure. Weintend to use approximately e12.6 million of cash on hand to pay the underwriting fees andcommissions relating to the primary offering and expenses relating to the offering (assumes fullpayment of the Underwriters’ discretionary fee).

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DIVIDENDS AND DIVIDEND POLICY

Dividend Policy

We do not currently intend to pay a dividend on our Shares in the foreseeable future becausebased on the Company’s profile and strategy we expect to reinvest our near-term future earningsand cash generation in initiatives to grow the business or for purposes of deleveraging. If our Boardof Directors decides to pay a dividend on our Shares in the future, we expect the amount andtiming of such future dividends will depend upon a number of factors, including our strategy, futureearnings, financial condition and level of indebtedness, cash flow, working capital requirements,capital expenditures and applicable provisions of our Articles of Incorporation. In addition, ourability to pay dividends is subject to certain limitations as set out below.

All of our Shares will have equal rights to the payment of dividends.

Any dividends paid in the future will be subject to tax under Luxembourg law. See ‘‘Taxation—Taxation in the Grand Duchy of Luxembourg—Taxation of the Company—Withholding Tax onDividends’’ below.

Limitations on Dividend Payments and Other Distributions

Principal Debt Arrangements

We are a holding company and our ability to generate income and pay dividends isdependent on the ability of our subsidiaries to declare and pay dividends or lend funds to us. The2018 Notes Indenture, the 2019 Notes Indenture and the Revolving Credit Facility Agreement eachcontain certain customary provisions limiting the ability of our direct subsidiary GTF, our indirectsubsidiary LuxGEO or our indirect subsidiary GDF, as applicable, to pay dividends and make otherdistributions, which restricts our ability to pay dividends and make other distributions to ourShareholders.

2018 Notes Indenture

LuxGEO’s ability to pay dividends on its shares is limited under the terms of the 2018 NotesIndenture to an amount equal to 50% of GTF’s consolidated net income (calculated in accordancewith the 2018 Notes Indenture) since April 1, 2011 to the end of the most recently ended fiscalquarter for which internal financial statements are available preceding the dividend payment plus100% of net cash proceeds or fair market value of marketable securities received by LuxGEO fromthe issue or sale of certain of its equity or equity-linked securities since January 31, 2013 pluscertain other amounts set out in the 2018 Notes Indenture, subject to certain other conditions. Suchother conditions include the ability of LuxGEO and its restricted subsidiaries to incur debt under thefixed charge coverage ratio (calculated in accordance with the 2018 Notes Indenture).

In addition, following the completion of an initial public offering of a parent entity (such as thisoffering), LuxGEO may pay dividends on its capital stock in an amount not to exceed the greater of(i) 6% of the net cash proceeds received by LuxGEO from such offering and (ii) an amount equal to6% of the IPO market capitalization (as defined in the 2018 Notes Indenture), subject to certainconditions. Such conditions include the requirement that, pro forma for such dividend payment,GTF’s consolidated leverage ratio (calculated in accordance with the 2018 Notes Indenture) is equalto or less than 3.00 to 1.00 and, directly or indirectly, the net proceeds of LuxGEO’s dividend areused to fund a corresponding dividend on the capital stock of the Company.

2019 Notes Indenture

The 2019 Notes Indenture contains substantially similar limitations on GTF’s ability to paydividends on its shares as those contained in the 2018 Notes Indenture in respect of LuxGEO’sability to pay dividends, provided that the provision permitting dividends of GTF following thecompletion of an initial public offering of a parent entity (such as this offering) is for an amount notto exceed the greater of (i) 6% of the net cash proceeds received by GTF from such offering and(ii) an amount equal to 5% of the parent entity’s IPO market capitalization (as defined in the 2019Notes Indenture).

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Revolving Credit Facility Agreement

The Revolving Credit Facility Agreement contains the same limitations on LuxGEO’s ability topay dividends on its shares as those contained in the 2018 Notes Indenture.

See ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results ofOperations—Description of Debt Arrangements’’ for further details regarding the 2018 NotesIndenture, the 2019 Notes Indenture and the Revolving Credit Facility Agreement.

Luxembourg Law

The conditions under which we may declare dividends based on Luxembourg law and ourArticles of Incorporation are described under ‘‘Description of the Share Capital of the Company andApplicable Regulations—General Provisions Relating to Profit Allocation and Dividend Payments’’below.

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CAPITALIZATION

The following table sets forth our net cash and cash equivalents and capitalization on (i) anactual basis as of January 31, 2014 and (ii) on an as-adjusted basis to reflect (A) the completion ofthe Shareholder Reorganization (see ‘‘Principal and Selling Shareholders—ShareholderReorganization’’), (B) the sale by us of 4,878,049 newly-issued Offer Shares in the offering at theoffering price of e10.25 per Offer Share thereby raising e50 million of gross proceeds and (C) theuse of the e50 million gross proceeds received by us to redeem a portion of the 2019 Notes afterMay 1, 2014 and the use of e12.6 million of cash on hand to pay underwriting fees andcommissions and other offering expenses (assuming full payment of the Underwriters’ discretionaryfee) (see ‘‘Use of Proceeds’’).

This table should be read in conjunction with ‘‘Use of Proceeds’’, ‘‘Selected ConsolidatedFinancial Information and Other Data’’, ‘‘Management’s Discussion and Analysis of Our FinancialCondition and Results of Operations’’ and our Consolidated Financial Statements, includedelsewhere in this offering memorandum.

As of January 31,2014(1)

Actual As adjusted(unaudited)

(in thousand g)Cash:Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,754 129,190(6)

Overdraft(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (119) (119)

Net cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,635 129,071

Debt:Revolving Credit Facility(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —2018 Notes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 325,000 325,0002019 Notes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,000 128,610(7)

Convertible Subordinated Shareholder Bonds . . . . . . . . . . . . . . . . . . . . . 150,498 —(8)

Total obligations under finance leases(4) . . . . . . . . . . . . . . . . . . . . . . . . . 155 155Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257 257Accrued interest(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,540 4,540

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 655,450 458,561Capitalized financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,268) (16,917)(9)

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,451) —(10)

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,730 441,644

Equity:Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,862 10,488(11)

Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,849 663,721(12)

Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,412 3,412Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100,519) (140,024)(13)

Net income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,810) (24,282)(14)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,794 513,316

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 964,524 954,960

(1) Since January 31, 2014, there has been no material change to our capitalization, other than as a result of the offeringand the Shareholder Reorganization on an as-adjusted basis.

(2) Represents amounts temporarily drawn under certain of our bank accounts in connection with our cash pooling inFrance.

(3) Guaranteed and secured debt. See ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results ofOperations—Description of Debt Arrangements’’.

(4) e0.2 million of total obligations under financial leases consisted of non-current financial leases.

(5) Represents accrued interest on the 2018 Notes and the 2019 Notes in an amount equal to e4.5 million.

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(6) Reflects the use of e12.6 million of cash on hand to pay underwriting fees and commissions and other offeringexpenses (assuming full payment of the Underwriters’ discretionary fee). See ‘‘Use of Proceeds’’.

(7) Reflects a reduction of e46.4 million of outstanding principal amount of the 2019 Notes as a result of the use of thee50 million gross proceeds received by us in the offering to redeem a portion of the 2019 Notes after May 1, 2014.The remaining e3.6 million of the gross proceeds received by us in the offering will be used to pay the redemptionapplicable premium in respect of the redeemed portion of the 2019 Notes. See ‘‘Use of Proceeds’’.

(8) As described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, as a result of the ShareholderReorganization, the Company will become the holder of 100% of the Convertible Subordinated Shareholder Bonds,which were issued by GTF in connection with the Combination. Accordingly, our consolidated total debt will not reflectthe Convertible Subordinated Shareholder Bonds as such debt will be within our consolidation group.

(9) Reflects a reduction of e2.4 million in capitalized financing costs corresponding to the portion of the 2019 Notesredeemed with the gross proceeds received by us in the offering.

(10) Other represents the portion of the Convertible Subordinated Shareholder Bonds classified as equity under IFRS fore35.5 million. As described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, as a result of theShareholder Reorganization, the Company will become the holder of 100% of the Convertible SubordinatedShareholder Bonds, which were issued by GTF in connection with the Combination. Accordingly, there would not be aportion of the Convertible Subordinated Shareholder Bonds classified as equity on an as adjusted basis.

(11) In connection with the Shareholder Reorganization, the share capital of the Company held by our Shareholders will bereduced to e10 million, representing 100,000,000 Shares with a nominal value of e0.10 each. In addition, the sharecapital also reflects the issuance of 4,878,049 new Shares with a nominal value of e0.10 each offered by us in theoffering, at the offer price of e10.25 per Share. See ‘‘Principal and Selling Shareholders—ShareholderReorganization’’.

(12) Reflects an increase in our share premium in connection with the Shareholder Reorganization and the issuance of100,000,000 Shares with a nominal value of e0.10 as well as an increase in our share premium of e49.5 millioncorresponding to the issuance of 4,878,049 new Shares offered by us in the offering at the offer price of e10.25 perShare.

(13) Reflects e3.0 million of the e12.6 million of underwriting fees and commissions and other offering expenses (assumingfull payment of the Underwriters’ discretionary fee) that are directly attributable to the issuance of 4,878,049 newShares offered by us in the offering at the offer price of e10.25 per Share and allocated as Retained earnings. Alsoreflects e36.5 million of the Convertible Subordinated Shareholder Bonds classified as equity under IFRS.

(14) Reflects an increase in Net loss due to the following items:

• in connection with the redemption of the portion of 2019 Notes, e2.4 million of capitalized financing costs will bereversed in the income statement and e3.6 million of the redemption price of such 2019 Notes will be booked inthe financing costs;

• in connection with the offering, e9.6 million of underwriting fees and other offering expenses will be expensed inthe income statement (of which e3.0 million had already been accrued as of January 31, 2014); and

• financial income of e1.1 million related to the reversal of the effective interest rate expense recognized historically inconnection with the Convertible Subordinated Shareholder Bonds, which will no longer be considered as debt inour consolidated group following the Shareholder Reorganization.

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SELECTED FINANCIAL INFORMATION AND OTHER DATA

The selected financial information as of December 31, 2013 and for the nine months endedDecember 31, 2013 and 2012 and as of and for the years ended March 31, 2013 and 2012presented below has been derived from our Consolidated Interim Financial Statements and ourConsolidated Annual Financial Statements, respectively, and should be read in conjunction with,and is qualified by reference to, ‘‘Presentation of Financial and Other Data’’, ‘‘Management’sDiscussion and Analysis of Our Financial Condition and Results of Operations’’, and ourConsolidated Interim Financial Statements and Consolidated Annual Financial Statements, includingthe notes thereto, included in this offering memorandum.

The Consolidated Interim Financial Statements have been prepared in accordance with IFRSand are unaudited.

The Consolidated Annual Financial Statements have been prepared in accordance with IFRSand audited by Deloitte Audit S.a r.l., our independent auditors.


See ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results ofOperations—Factors Affecting the Comparability of Our Results of Operations’’.

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Consolidated Income Statement Data

For the ninemonths For the yearended ended

December 31, March 31,2013 2012 2013 2012


Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,957 355,698 479,549 423,543Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,051) (87,554) (106,563) (103,840)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (50,044) (45,784) (61,171) (55,953)Depreciation and amortization and impairment and

profit/(loss) on disposals of non-current assets (net) . (31,687) (17,351) (33,621) (43,846)Other operating income/(expenses) . . . . . . . . . . . . . . (178,864) (147,525) (211,605) (174,239)Other income/(expenses) non-recurring . . . . . . . . . . . . (1,809) (2,615) (3,229) (29,802)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869 63,360 15,863

Financial and similar income and expensesFinancial result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,953) (45,515) (83,096) (72,356)Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (32) (45) —

Profit/(loss) before taxes . . . . . . . . . . . . . . . . . . . . . 2,549 9,322 (19,781) (56,493)

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,677) (7,212) (3,617) (7,763)

Profit/(loss) for the year from continuing operations (9,128) 2,110 (23,398) (64,256)

Profit for the year from discontinued operations net oftaxes (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

Consolidated profit/(loss) for the year . . . . . . . . . . . (9,128) 2,110 (23,398) (64,256)

Profit and loss non-controlling interest . . . . . . . . . . . . . — 68 68 —(1)

Profit and loss attributable to the parent company . . (9,128) 2,178 (23,330) (64,256)

(1) Opodo Limited acquired a 25% stake in ReallyLateBooking on March 31, 2012, which was not reflected in ourfinancial information as of and for the year ended March 31, 2012.

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Consolidated Statement of Financial Position Data

As of As ofDecember 31, March 31,

2013 2013 2012(unaudited) (audited)

(in thousand g)Assets:Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,179,394 1,186,377 1,199,251Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,632 5,087 6,327Non-current financial assets . . . . . . . . . . . . . . . . . . . . . . 4,783 4,996 741Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,719 10,750 18,545Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . 11,819 12,284 12,076

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,206,347 1,219,494 1,236,940

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . 66,211 114,140 140,944Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,114 8,066 10,526Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 71 —Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . 89,649 159,201 119,443

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,046 281,478 270,913

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,373,393 1,500,972 1,507,853

Equity and liabilities:Capital and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,740 367,819 386,645Adjustments for changes in fair value . . . . . . . . . . . . . . . 2,431 8,790 71Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . — — 512

Shareholder’s equity (parent company) . . . . . . . . . . . . 366,171 376,609 387,228

Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,863 39,646 44,330Non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . 16,272 14,456 10,832Non-current financial liabilities . . . . . . . . . . . . . . . . . . . . 597,323 584,921 547,372Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 64,588 66,963 78,304Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . — — 91

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 715,046 705,986 680,929

Current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,181 1,873 1,774Current financial liabilities . . . . . . . . . . . . . . . . . . . . . . . 20,046 13,259 23,506Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . 254,751 393,780 407,404Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,198 9,465 7,012

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292,176 418,377 439,696

Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . 1,373,393 1,500,972 1,507,853

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Consolidated Cash Flow Statement Data

For the ninemonthsended For the year ended

December 31, March 31,2013 2012 2013 2012


Consolidated profit/(loss) for the year . . . . . . . . . . . (9,128) 2,178 (23,330) (64,256)

Depreciation and amortization and impairment . . . . . . . 31,687 17,351 33,622 43,846Other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,670 1,671 3,553 2,208Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,677 7,212 3,615 7,763Gain or loss on disposal of assets . . . . . . . . . . . . . . . — — — 97Finance income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . 46,953 45,515 83,097 72,356Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32 45 —Expenses related to share based payments . . . . . . . . . 3,409 2,081 3,449 3,074Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . 1 — — (3)Change in working capital . . . . . . . . . . . . . . . . . . . . . (90,861) (52,559) 10,396 40,785Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,644) (7,353) (6,963) (9,941)

Net cash from operating activities . . . . . . . . . . . . . . (13,236) 16,128 107,484 95,929

Acquisitions of intangible and tangible assets . . . . . . . (15,794) (11,134) (15,498) (10,360)Proceeds on disposal of tangible and intangible assets 1 11 — 6Acquisitions of financial assets . . . . . . . . . . . . . . . . . . (66) (106) (1,713) (53)Payments/proceeds from disposals of financial assets . 854 7 61 604Acquisitions of subsidiaries net of cash acquired . . . . . (13,390) (13) — (410,318)Disposal of subsidiaries net of cash disposed . . . . . . . — (1,096) (1,096) —Cash effect of change in consolidation method . . . . . . — (89) (89) —

Net cash flow from/(used) in investing activities . . . . (28,395) (12,420) (18,335) (420,121)

Proceeds of issues of shares . . . . . . . . . . . . . . . . . . . 1,765 — 1,500 167,559Borrowings drawdown . . . . . . . . . . . . . . . . . . . . . . . . — — 325,000 558,236Reimbursement of borrowings . . . . . . . . . . . . . . . . . . (214) (10,431) (325,151) (286,294)Payment for derivatives . . . . . . . . . . . . . . . . . . . . . . . — — (7,176) (630)Interests paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,702) (33,525) (33,723) (33,309)Interests received . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183 424 476 774Fees paid on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . (914) — (11,339) (35,598)

Net cash flow from/(used) in financing activities . . . (30,882) (43,532) (50,413) 370,738

Net increase/(decrease) in cash and cash equivalent (72,513) (39,824) 38,736 46,546

Cash and cash equivalents at beginning of period . . . . 159,157 119,346 119,345 72,022Effect of foreign exchange rate changes . . . . . . . . . . . (1,481) 526 1,074 778

Cash and cash equivalents at end of period . . . . . . . 85,163 80,048 159,155 119,346

Cash at the closingCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,649 87,035 159,201 119,443Bank facilities and overdrafts . . . . . . . . . . . . . . . . . . . (4,486) (6,987) (46) (97)

Cash and cash equivalents at end of period . . . . . . . 85,163 80,848 159,155 119,346

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Other Unaudited Financial and Operating Data

The following financial information includes measures which are not accounting measures asdefined by IFRS. These measures should not be used instead of, or considered as alternatives to,the eDreams ODIGEO Group’s historical financial results based on IFRS. These measures may notbe comparable to similarly titled measures disclosed by other companies.

The other unaudited financial and operating data as of December 31, 2013 and for the ninemonths ended December 31, 2013 and 2012 and as of and for the years ended March 31, 2013 and2012 presented below has been derived from our Consolidated Interim Financial Statements, ourConsolidated Annual Financial Statements and/or internal Group accounts or information systems.


(unaudited, unless otherwise stated)(in thousand g, unless otherwise

stated)Bookings(1) (in thousand)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,512 5,700 7,949 7,077Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750 599 779 653

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,261 6,300 8,728 7,730

Bookings(1)(2) (in thousand)Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,402 4,025 5,640 5,376Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,859 2,275 3,088 2,354

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,261 6,300 8,728 7,730

Gross Bookings(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,261 3,119 4,281 3,586

Revenue Margin(4)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,224 215,144 305,211 259,867Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,683 53,001 67,775 59,835

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,906 268,144 372,986 319,703


Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,547 176,216 250,038 231,400Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,359 91,928 122,948 88,303


Service fees per flight Booking(5) (in e) . . . . . . . . . . . . . . 25.30 23.10 23.10 22.30

Revenue Margin(4)

from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223,446 192,815 265,443 220,258from suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,062 69,228 99,245 91,668from advertising and meta click-outs . . . . . . . . . . . . . . . 11,398 6,101 8,298 7,777


Variable Costs(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,800 148,214 210,197 172,166Fixed Costs(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,286 39,548 54,358 52,103

Recurring EBITDA(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,820 80,382 108,431 95,434

Recurring EBITDA Margin(9) (% of Revenue Margin) . . . . . 28.5% 30.0% 29.1% 29.9%

EBITDA(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,189 72,220 96,981 59,709

Adjusted Profit(10)(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,545 11,103 10,300 (6,064)

(1) Bookings, which is a non-GAAP measure, means the number of transactions under the agency model and theprincipal model as well as transactions made via our white label distribution and sourcing partners. One booking canencompass one or more products and one or more passengers. For a description of the agency and principalmodels, see ‘‘Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—PrincipalConsolidated Income Statement Line Items—Revenue—Agency and principal models’’.

67


(3) Gross Bookings, which is a non-GAAP measure, means the total amount paid by our customers for travel productsand services booked through us (including the part that is passed on to, or transacted by, the travel supplier),including taxes, service fees and other charges and excluding VAT. Gross Bookings include the gross value oftransactions booked under both agency and principal models as well as transactions made via our white labeldistribution and sourcing partners or any transaction where we act as ‘‘pure’’ intermediary whereby we serve as aclick-through and pass the reservations made by the customer to the relevant travel supplier.

(4) Revenue Margin, which is a non-GAAP measure, means our IFRS revenue less supplies. Our management usesRevenue Margin to provide a measure of our revenue after reflecting the deduction of amounts we pay to oursuppliers in connection with the revenue recognition criteria used for products sold under the principal model (grossvalue basis). Accordingly, Revenue Margin provides a comparable revenue measure for products, whether sold underthe agency or principal model. For a description of the agency and principal models, see ‘‘Management’s Discussionand Analysis of Our Financial Condition and Results of Operations—Principal Consolidated Income Statement LineItems—Revenue—Agency and principal models’’. Figures for the years ended March 31, 2013 and 2012 are based onaudited income statement line item figures.




(8) We define EBITDA, which is a non-GAAP measure, as profit/(loss) before financial and similar income and expenses,income tax and depreciation and amortization and profit/loss on disposals of non-current assets. We define RecurringEBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company before financial and similarincome and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets,certain share-based compensation, expenses related to the Combination and other income and expense items whichare considered by management to not be reflective of our ongoing operations. Neither EBITDA nor Recurring EBITDAis a measure of performance or liquidity under IFRS and should not be considered by investors in isolation from, or asa substitute for, a measure of profit, or as an indicator of our operating performance or cash flows from operatingactivities as determined in accordance with IFRS. We do not consider these non-GAAP financial measures to be asubstitute for, or superior to, the information provided by IFRS financial measures. We have presented thissupplemental non-GAAP measure because we believe that it is a useful indicator of our ability to incur and service ourindebtedness and can assist analysts, investors and other parties to evaluate our business. EBITDA, RecurringEBITDA and similar measures are used by different companies for differing purposes and are often calculated in waysthat reflect the circumstances of those companies. You should exercise caution in comparing EBITDA or RecurringEBITDA as reported by us to similar measures of other companies. We encourage you to evaluate the adjustmentsmade to arrive at EBITDA and Recurring EBITDA, and the limitations for purposes of analysis in excluding them. For areconciliation of EBITDA and Recurring EBITDA to operating profit, see ‘‘—Reconciliation of EBITDA and RecurringEBITDA to Operating profit’’.

(9) Recurring EBITDA Margin, which is a non-GAAP measure, is Recurring EBITDA divided by Revenue Margin. Ourmanagement uses Recurring EBITDA Margin to measure Recurring EBITDA generated in proportion to RevenueMargin generated. Recurring EBITDA Margin provides a comparable Recurring EBITDA measure for products, whethersold under the agency or principal model. For a description of the agency and principal models, see ‘‘Management’sDiscussion and Analysis of Our Financial Condition and Results of Operations—Principal Consolidated IncomeStatement Line Items—Revenue—Agency and principal models’’.

(10) Adjusted Profit, which is a non-GAAP measure, is Profit and loss attributed to the parent company from our incomestatement, adjusted to exclude the impact of certain expenses relating to the reversal of capitalized financing fees as aresult of certain refinancings, transaction costs related to the Combination, certain impairments, certain financing costsrelating to our refinancing in January 2013 and the reversal of the recognition of certain deferred tax assets as well asour interest expense in respect of the Convertible Subordinated Shareholder Bonds. For a detailed description ofthese items, see ‘‘Management’s Discussion and Analysis of our Financial Condition and Results of Operations—KeyFactors Affecting Results of Our Operations—Non-recurring items recognized in our historical financial statements andeffects of our expected deleveraging in connection with this offering’’. Our management uses Adjusted Profit toprovide a measure of our profitability excluding certain items and expenses arising from specific events ourmanagement does not expect to recur or, in the case of the Convertible Subordinated Shareholder Bonds, becausethese instruments have become liabilities within our consolidation group following the offering (see ‘‘Principal andSelling Shareholders—Shareholder Reorganization’’).


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Reconciliation of Adjusted Profit and Profit and loss attributed to the parent company


December 31, March 31,2013 2012 2013 2012(unaudited, unless otherwise stated)

(in thousand g)Profit and loss attributed to the parent company(1) . . . (9,128) 2,178 (23,330) (64,256)Capitalized financing fees reversed due to the

Combination(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 8,883Transaction costs relating to the Combination . . . . . . . . — — — 21,312Deferred tax assets reversed following the Combination(2) — — — 3,238Capitalized financing fees reversed due to the January

2013 refinancing(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 11,523 —Interest rate hedges cancelled following the January

2013 refinancing(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,366 —Impairments of intangible assets(2) . . . . . . . . . . . . . . . . . 11,213 — 6,316 14,008Movement in deferred taxes relating to the long-term

incentive plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,941 (617) (951) (912)Interest expense related to our Convertible Subordinated

Shareholder Bonds(2) . . . . . . . . . . . . . . . . . . . . . . . . . 10,519 9,543 12,376 11,663

Adjusted Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,545 11,103 10,300 (6,064)

(1) Profit and loss attributed to the parent company for the years ended March 31, 2012 and 2013 is audited.


Reconciliation of EBITDA and Recurring EBITDA to Operating profit

For the nine For the yearmonths ended endedDecember 31, March 31,

2013 2012 2013 2012(unaudited, unless otherwise stated)

(in thousand g)Operating profit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869 63,360 15,863Depreciation and amortization, impairment and profit/

(loss) on disposals of non-current assets (net)(2) . . . . (31,687) (17,351) (33,621) (43,846)

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,189 72,220 96,981 59,709

Add Non-recurring personnel expenses . . . . . . . . . . . 5,822 5,479 8,153 5,923Add Other non-recurring income/(expenses) . . . . . . . . 1,809 2,615 3,229 29,802Add Non-controlling interest—Result . . . . . . . . . . . . . . — 68 68 —

Recurring EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . 88,820 80,382 108,431 95,434

(1) Operating profit for the years ended March 31, 2012 and 2013 is audited.

(2) Depreciation and amortization, impairment and profit/(loss) on disposals of non-current assets for the years endedMarch 31, 2012 and 2013 is audited.

(3) For the nine months ended December 31, 2013 and December 31, 2012, respectively, the difference between EBITDAand Recurring EBITDA is explained by:



• e0.9 (2012: e1.8 million) of personnel costs notably related to employee termination agreements.

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For the year ended March 31, 2013 and March 31, 2012, respectively, the difference between EBITDA and RecurringEBITDA is explained by:



• e1.8 million (2012: e1.1 million) of personnel costs notably related to employee termination agreements.

Leverage Ratio

As of and for As of and forthe twelve As of and the twelve As of and for

months for the year months the yearended ended ended ended

December 31, March 31, December 31, March 31,2013 2013 2012(1) 2012

(unaudited)(in thousand g, unless otherwise stated)

Net debt (as per statement of financialposition)(2) . . . . . . . . . . . . . . . . . . . . 410,910 332,405 385,215 355,287

Recurring EBITDA(3) . . . . . . . . . . . . . . 116,869(4) 108,431 108,254(5) 107,334(6)

Leverage ratio(7) (as a multiple ofRecurring EBITDA) . . . . . . . . . . . . . . 3.5x 3.1x 3.6x 3.3x

(1) Refers to GTF and its consolidated subsidiaries, as the Company does not have historical quarterly information andaccordingly cannot present its consolidated financial information as of or for the twelve months ended December 31,2012. GTF is a wholly owned subsidiary of eDreams ODIGEO which directly or indirectly controls all of our operatingcompanies. Our management regards the consolidated information of GTF as indicative of the consolidatedinformation of the Company as at and for the twelve months ended December 31, 2012.

(2) Net debt is a non-GAAP measure. For a discussion of net debt, see ‘‘Management’s Discussion and Analysis of OurFinancial Condition and Results Of Operations—Liquidity and Capital Resources’’.

(3) We define Recurring EBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company beforefinancial and similar income and expenses, income tax, depreciation and amortization and profit/loss on disposals ofnon-current assets, certain share-based compensation, expenses related to the Combination and other income andexpense items which are considered by management to not be reflective of our ongoing operations. Neither EBITDAnor Recurring EBITDA is a measure of performance or liquidity under IFRS and should not be considered by investorsin isolation from, or as a substitute for, a measure of profit, or as an indicator of our operating performance or cashflows from operating activities as determined in accordance with IFRS. We do not consider these non-GAAP financialmeasures to be a substitute for, or superior to, the information provided by IFRS financial measures. We havepresented this supplemental non-GAAP measure because we believe that it is a useful indicator of our ability to incurand service our indebtedness and can assist analysts, investors and other parties to evaluate our business. EBITDA,Recurring EBITDA and similar measures are used by different companies for differing purposes and are oftencalculated in ways that reflect the circumstances of those companies. You should exercise caution in comparingEBITDA or Recurring EBITDA as reported by us to similar measures of other companies. We encourage you toevaluate the adjustments made to arrive at EBITDA and Recurring EBITDA, and the limitations for purposes of analysisin excluding them. For a reconciliation of EBITDA and Recurring EBITDA to operating profit, see ‘‘Selected FinancialInformation and Other Data—Reconciliation of EBITDA and Recurring EBITDA to Operating profit’’ .



(6) Includes the results of the Opodo Group for the period April 1, 2011 through June 30, 2011.

(7) Leverage ratio, which is a non-GAAP measure, means net debt (as per statement of financial position) divided byRecurring EBITDA.

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UNAUDITED AGGREGATED FINANCIAL INFORMATIONFOR THE YEAR ENDED MARCH 31, 2012

This section presents certain unaudited aggregated financial information (the ‘‘UnauditedAggregated for the year ended March 31, 2012 Information’’), including an income statement (the‘‘Unaudited Aggregated for the year ended March 31, 2012 Income Statement’’), for the year endedMarch 31, 2012 that aggregates our results for the year ended March 31, 2012 with the results ofOpodo for the three months ended June 30, 2011 for the reasons described below.

On June 30, 2011, we completed the Opodo Acquisition. From July 1, 2011, Opodo’sproducts, as well as certain definite-lived technology-based intangible assets, were transferred tous, and the results of operations for the assets of Opodo have been consolidated and reported inour Consolidated Financial Statements from July 1, 2011. Accordingly, our reported financialinformation for the year ended March 31, 2012 reflects the operations of Opodo only for ninemonths as it does not include financial information for Opodo in respect of the three months endedJune 30, 2011. See ‘‘Management’s Discussion and Analysis of our Financial Condition and Resultsof Operations—Factors Affecting the Comparability of Our Results of Operations’’.

We are presenting the Unaudited Aggregated for the year ended March 31, 2012 Informationto assist potential investors’ understanding of our results for the year ended March 31, 2013compared to our results for the year ended March 31, 2012. The Unaudited Aggregated for the yearended March 31, 2012 Information is presented for illustrative purposes only and does not purportto present what our results would actually have been had the Opodo Acquisition occurred onApril 1, 2011 instead of June 30, 2011. The Unaudited Aggregated for the year ended March 31,2012 Information should be read in conjunction with our Consolidated Annual Financial Statementsincluded elsewhere in this offering memorandum and the information set forth under ‘‘SelectedFinancial Information and Other Data’’ and ‘‘Management’s Discussion and Analysis of OurConsolidated Financial Condition and Results of Operations’’.

The Unaudited Aggregated for the year ended March 31, 2012 Income Statement set forthbelow has been prepared based upon:

• Our audited consolidated income statement for the year ended March 31, 2012, which hasbeen prepared in accordance with IFRS, set forth in our Consolidated Annual FinancialStatements included elsewhere in this offering memorandum; and

• The unaudited consolidated financial information for the period from April 1, 2011 throughJune 30, 2011 of Opodo, which has been derived from the historical accounting records ofOpodo for this period. This information has been prepared on a basis of the historicalaccounting policies of Opodo under IFRS, but has not been subject to audit or review.

Certain adjustments have been made to such aggregated information, as described in thenotes to the table below, to assist potential investors with understanding this information. TheUnaudited Aggregated for the year ended March 31, 2012 Information has been derived from theUnaudited Aggregated for the year ended March 31, 2012 Income Statement and our managementreporting system.

The Unaudited Aggregated for the year ended March 31, 2012 Income Statement is not proforma financial information prepared in accordance with Annex II of Commission Regulation (EC)809/2004 of April 29, 2004, as amended and has not been prepared, and shall not be construed asprepared, in accordance with Regulation S-X under the U.S. Securities Act.

Due to our financial history, the Unaudited Aggregated for the year ended March 31, 2012Income Statement is not directly comparable to our reported income statement for the year ended

71

March 31, 2011. See ‘‘Management’s Discussion and Analysis of Our Results of Operations—Factors Affecting the Comparability of Our Results of Operations.’’

Historical HistoricaleDreams OpodoODIGEO for the three Opodo Aggregated

for the year months change Reallocation Reversal of for the yearended ended in accounting of entries pre-acquisition ended

March 31, June 30, policy post- between Opodo March 31,2012(1) 2011(2) acquisition(3) periods(4) bonus(5) 2012(6)

(audited) (unaudited)(in thousand g)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . 423,543 49,502 44 — — 473,089

Supplies . . . . . . . . . . . . . . . . . . . . . . . . . (103,840) (18,217) — — — (122,057)Personnel cost current . . . . . . . . . . . . . . . . (50,030) (4,594) — — — (54,624)Personnel cost non—current . . . . . . . . . . . . (5,923) (16,381) — 687 15,694 (5,923)Personnel expenses . . . . . . . . . . . . . . . . . (55,953) (20,975) — 687 15,694 (60,547)

Depreciation and amortization and profit/loss ondisposals of non-current assets (net) . . . . . . . (43,846) (183) — — — (44,029)

Other operating income / (expenses) . . . . . . . . . (174,239) (14,856) 20 — — (189,075)Recurrent operating profit . . . . . . . . . . . . . . 45,665 (4,728) 64 687 15,694 57,383

Other income / (expenses) non—current . . . . . . (29,802) (345) — — — (30,147)Operating profit/(loss) . . . . . . . . . . . . . . . . 15,863 (5,072) 64 687 15,694 27,236

Financial and similar income and expensesFinancial result . . . . . . . . . . . . . . . . . . . . (69,308) 492 — — — (68,816)Income (loss) of associates accounted for using

equity method . . . . . . . . . . . . . . . . . . . (3,048) — — — — (3,048)Profit/(loss) before taxes . . . . . . . . . . . . . . . (56,493) (4,581) 64 687 15,694 (44,628)

Income tax . . . . . . . . . . . . . . . . . . . . . . . . (7,763) (2,374) (23) (179) — (10,338)Profit/(loss) for the year from continuing

operations . . . . . . . . . . . . . . . . . . . . . . (64,256) (6,955) 41 508 15,694 (54,967)

Profit for the year from discontinued operations netof taxes (net) . . . . . . . . . . . . . . . . . . . . . — — — — — —

Consolidated profit/(loss) for the year . . . . . . . (64,256) (6,955) 41 508 15,694 (54,967)

Profit and loss Non-controlling interest . . . . . . . . — — — — — —Profit and loss attributable to the parent

company . . . . . . . . . . . . . . . . . . . . . . . (64,256) (6,955) 41 508 15,694 (54,967)

(1) Audited. Represents the historical consolidated income statement of the Company extracted from our Consolidated Annual FinancialStatements included elsewhere in this offering memorandum.

(2) Unaudited. Represents the historical consolidated financial information for Opodo for the period from April 1, 2011 through June 30,2011, which has been derived from Opodo’s accounting records for this period. This information has been prepared on a basissubstantially consistent with the historical accounting policies of Opodo under IFRS, but has not been subject to audit or review.

(3) Unaudited. In connection with the establishment of the eDreams ODIGEO Group, we harmonized the accounting principles applied forthe group entities. Consequently, for purposes of the Unaudited Aggregated Income Statement for the year ended March 31, 2012, wehave applied this harmonization to the operations of Opodo for the three months from April 1, 2011 through June 30, 2011. Theprincipal changes correspond to the revenue recognition criteria for airline commission, from being accounted for on a departure datebasis to being accounted for on a booking date basis, as well as for Dynamic Packages for Travellink, from being accounted for on abooking date basis to being accounted for on a departure date basis.

(4) Unaudited. In connection with the Opodo Acquisition, certain costs relating to the period from April to June 2011 were booked in thefinancial information for Opodo for the three months ended June 30, 2011 and also included in the Company’s consolidated financialinformation for the year ended March 31, 2012. Accordingly, to avoid double counting these costs, in this presentation of adjustedfinancial information, we have adjusted to remove one instance of such costs.

(5) Unaudited. In connection with the Opodo Acquisition, the former shareholder of Opodo granted a sales incentive bonus to the formertop managers for their involvement in the Opodo Acquisition. We incurred personnel costs of e15.7 million which are included in ourresults of operations for the year ended March 31, 2012. This non-recurring cost has been eliminated for purposes of the UnauditedAggregated for the year ended March 31, 2012 Income Statement.

(6) Unaudited. As required by IFRS, our Consolidated Annual Financial Statements include in note 7, aggregated financial information inrespect of the year ended March 31, 2012 that aggregates certain of our audited consolidated income statement information for theyear ended March 31, 2012 with the equivalent financial information for Opodo for the three months ended June 30, 2011. Theinformation set forth in this column is the same as set forth in note 7 to our Consolidated Annual Financial Statements.

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Other Unaudited Financial and Operating Data—Aggregated Basis

The following financial information includes measures which are not accounting measures asdefined by IFRS and are presented based on aggregated information for the year end March 31,2012 (see ‘‘Presentation of Financial Information—Non-GAAP measures’’). These measures shouldnot be used instead of, or considered as alternatives to, the eDreams ODIGEO Group’s historicalfinancial results based on IFRS. These measures may not be comparable to similarly titled measuresdisclosed by other companies.

The below information is based on aggregated information (see ‘‘—Unaudited AggregatedFinancial Information for the Year Ended March 31, 2012’’) and not our reported results ofoperations.

Aggregatedfor the year endedMarch 31, 2012(11)

(unaudited)(in thousand g,

unless otherwisestated)

Bookings(1) (in thousand)Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,726Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 767

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,493

Bookings(1)(2) (in thousand)Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,657Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,835

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,493

Revenue Margin(3)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282,920Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,112

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351,032


Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,075Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,957


Service fees per flight Booking(4) (in e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.0

Revenue Margin(3)

from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,558from suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,374from advertising and meta click-outs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,100


Variable Costs(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (186,895)Fixed Costs(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,803

Recurring EBITDA(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,334

Recurring EBITDA Margin(8)

(% of Revenue Margin) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31%

EBITDA(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,265

Adjusted Profit(9)(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,225

(1) Bookings, which is a non-GAAP measure, means the number of transactions under the agency model and theprincipal model as well as transactions made via our white label distribution and sourcing partners. One booking canencompass one or more products and one or more passengers. For a description of the agency and principalmodels, see ‘‘Management’s Discussion and Analysis of our Financial Condition and Results of Operations—PrincipalConsolidated Income Statement Line Items—Revenue—Agency and principal models’’.

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(2) For the year ended March 31, 2012 the Core segment includes all Bookings and Revenue Margin attributable to GoVolo irrespective of the location at which the booking was made.

(3) Revenue Margin, which is a non-GAAP measure, means our IFRS revenue less supplies. Our management usesRevenue Margin to provide a measure of our revenue after reflecting the deduction of amounts we pay to oursuppliers in connection with the revenue recognition criteria used for products sold under the principal model (grossvalue basis). Accordingly, Revenue Margin provides a comparable revenue measure for products, whether sold underthe agency model or the principal model. For a description of the agency and principal models, see ‘‘Management’sDiscussion and Analysis of our Financial Condition and Results of Operations—Principal Consolidated IncomeStatement Line Items—Revenue—Agency and principal models’’.




(7) We define EBITDA, which is a non-GAAP measure, as profit/(loss) before financial and similar income and expenses,income tax and depreciation and amorizization and profit/oss on disposals of non-current assets. We define RecurringEBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company before financial and similarincome and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets,certain share-based compensation, expenses related to the Combination and other income and expense items whichare considered by management to not be reflective of our on-going operations. Neither EBITDA nor Recurring EBITDAis a measure of performance or liquidity under IFRS and should not be considered by investors in isolation from, or asa substitute for, a measure of profit, or as an indicator of our operating performance or cash flows from operatingactivities as determined in accordance with IFRS. We do not consider these non-GAAP financial measures to be asubstitute for, or superior to, the information provided by IFRS financial measures. We have presented thissupplemental non-GAAP measure because we believe that it is a useful indicator of our ability to incur and service ourindebtedness and can assist analysts, investors and other parties to evaluate our business. EBITDA, RecurringEBITDA and similar measures are used by different companies for differing purposes and are often calculated in waysthat reflect the circumstances of those companies. You should exercise caution in comparing EBITDA or RecurringEBITDA as reported by us to similar measures of other companies. We encourage you to evaluate the adjustmentsmade to arrive at EBITDA and Recurring EBITDA, and the limitations for purposes of analysis in excluding them. For areconciliation of EBITDA and Recurring EBITDA to operating profit, see ‘‘—Reconciliation of EBITDA and RecurringEBITDA to Operating profit’’.

(8) Recurring EBITDA Margin, which is a non-GAAP measure, is Recurring EBITDA divided by Revenue Margin. Ourmanagement uses Recurring EBITDA Margin to measure Recurring EBITDA generated in proportion to RevenueMargin generated. Recurring EBITDA Margin provides a comparable Recurring EBITDA measure for products, whethersold under the agency or principal model. For a description of the agency and principal models, see ‘‘Management’sDiscussion and Analysis of our Financial Condition and Results of Operations—Principal Consolidated IncomeStatement Line Items—Revenue—Agency and principal models’’

(9) Adjusted Profit, which is a non-GAAP measure, is Profit and loss attributed to the parent company from our incomestatement, adjusted to exclude the impact of certain expenses relating to the reversal of capitalized financing fees as aresult of certain refinancings, transaction costs related to the Combination, certain impairments, certain financing costsrelating to our refinancing in January 2013 and the reversal of the recognition of certain deferred tax assets as well asour interest expense in respect of the Convertible Subordinated Shareholder Bonds. For a detailed description ofthese items, see ‘‘Management’s Discussion and Analysis of our Financial Condition and Results of Operations—KeyFactors Affecting Results of Our Operations—Non-recurring items recognized in our historical financial statements andeffects of our expected deleveraging in connection with this offering—Non-recurring items’’. Our management usesAdjusted Profit to provide a measure of our profitability excluding certain items and expenses arising from specificevents our management does not expect to recur or, in the case of the Convertible Subordinated Shareholder Bonds,because these instruments will become liabilities within our consolidation group following this offering (see ‘‘Principaland Selling Shareholders—Shareholder Reorganization’’).


(11) Calculated based on aggregated information (see ‘‘—Unaudited Aggregated Financial Information for the Year EndedMarch 31, 2012’’) and not our reported results of operations.

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Reconciliation of Adjusted Profit to Profit and loss attributed to the parent company

Aggregatedfor the year ended

March 31, 2012(unaudited)

(in thousand g)Profit and loss attributed to the parent company . . . . . . . . . . . . . . . . . . (54,967)Capitalized financing fees reversed due to the Combination(1) . . . . . . . . . . . 8,883Transaction costs relating to the Combination . . . . . . . . . . . . . . . . . . . . . . 21,312Deferred tax assets reversed following the Combination(1) . . . . . . . . . . . . . 3,238Capitalized financing fees reversed due to the January 2013 refinancing(1) . —Interest rate hedges cancelled following the January 2013 refinancing(1) . . . —Impairments of intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,008Movement in deferred taxes relating to the long-term incentive plan(1) . . . . . (912)Interest expense related to our Convertible Subordinated Shareholder

Bonds(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,663

Adjusted Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,225


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

You should read the following discussion and analysis of the financial condition and results ofoperations of eDreams ODIGEO (the ‘‘Company’’) on a consolidated basis (the ‘‘eDreams ODIGEOGroup’’) in conjunction with the sections entitled ‘‘Selected Consolidated Financial Information andOther Data’’, ‘‘Presentation of Financial and Other Data—Non-GAAP Measures’’ as well as thefinancial statements and the related notes included elsewhere in this offering memorandum. Thisdiscussion contains forward-looking statements and involves numerous risks and uncertainties,including, but not limited to, those described in the ‘‘Risk Factors’’ section of this offeringmemorandum. Actual results could differ materially from those contained in any forward-lookingstatements. See the ‘‘Forward-Looking Statements’’ section of this offering memorandum.

The following discussion and analysis of the financial condition and results of operations isbased on the Consolidated Annual Financial Statements and Consolidated Interim FinancialStatements, which were each prepared in accordance with IFRS. The Consolidated Annual FinancialStatements are audited. The Consolidated Interim Financial Statements are unaudited.


In this Management’s Discussion and Analysis of Our Consolidated Financial Condition andResults of Operations, we present certain Unaudited Aggregated for the year ended March 31, 2012Information to assist potential investors’ understanding of our results for the year ended March 31,2013 compared to our results for the year ended March 31, 2012. See ‘‘Unaudited AggregatedFinancial Information for the Year Ended March 31, 2012’’. The Unaudited Aggregated for the yearended March 31, 2012 Information is presented for illustrative purposes only and does not purport topresent what our results would actually have been had the Opodo Acquisition occurred on April 1,2011 instead of June 30, 2011. The Unaudited Aggregated for the year ended March 31, 2012Information should be read in conjunction with our Consolidated Annual Financial Statementsincluded elsewhere in this offering memorandum and the information set forth under ‘‘SelectedFinancial Information and Other Data’’.

The financial information included in this offering memorandum includes certain measureswhich are not accounting measures as defined by IFRS. These measures have been included for thereasons described below. However, these measures should not be used instead of, or considered asalternatives to, the eDreams ODIGEO Group’s historical financial results based on IFRS. Further,these measures may not be comparable to similarly titled measures disclosed by other companies.See ‘‘Presentation of Financial and Other Data—Non-GAAP Measures’’.

Overview


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We organize our operations into two principal financial reporting segments: Core (our maturemarkets) and Expansion (the markets in which we are less well established), which reflects themanner in which our management evaluates the performance of our various businesses and, on thebasis of such information, makes financial and strategic decisions regarding our operations. OurCore segment consists of our operations in France, Spain and Italy. Our Expansion segmentconsists of our operations in Germany, Austria, the United Kingdom and the other countries inwhich we operate, including, among others, the Nordics and countries outside Europe. In each ofour Core and Expansion segments, we offer flight and non-flight products to travelers.



We generate our Revenue Margin principally from sales of flight products in our Coresegment. The following table sets forth the proportion of Revenue Margin generated by our Coreand Expansion segments and by our sales of flight and non-flight products as a percentage of ourtotal Revenue Margin:(1)

ActualAggregatedFor the nine

months For the year For the yearended ended ended

December 31, March 31, March 31,2013 2012 2013 2012 2012(2)

(unaudited unless otherwise stated)(in % of total Revenue Margin)

Revenue Margin(1)

Core(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62.4% 65.7% 67.0% 72.4% 69.2%Expansion . . . . . . . . . . . . . . . . . . . . . . . . . 37.6% 34.3% 33.0% 27.6% 30.8%

Total Revenue Margin . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%

Revenue Margin(1)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80.5% 80.2% 81.8% 81.3% 80.6%Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . 19.5% 19.8% 18.2% 18.7% 19.4%


(1) Revenue Margin, which is a non-GAAP measure, means revenue less supplies. Our management uses RevenueMargin to provide a measure of our revenue after reflecting the deduction of amounts we pay to our suppliers inconnection with the revenue recognition criteria used for products sold under the principal model (gross value basis).



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We generate our revenue from the sale of (i) flight products, including flights on networkcarriers, low-cost carriers and, to some extent, charter airlines, each of which we source throughGDSs or our Direct Connect technology, as well as insurance for flight products and (ii) non-flightproducts, including hotel bookings, Dynamic Packages, which are dynamically priced packagesconsisting of a flight product and a hotel booking that travelers customize based on their individualspecifications by combining select products from different travel suppliers through us (includingrevenue from the flight component thereof), car rentals, vacation packages and insurance fornon-flight products, as well as non-travel products, such as advertising, metasearch activities andphone revenue, consisting mainly of charges on toll calls to our call centers.

The substantial majority of our revenue is generated from our customers. Customer revenue isearned through service fees (which is the total difference between the price at which we source aproduct and sell that product to a customer, which difference includes, among other components,any mark-up to the price at which we source a product and fees that we charge customers inconnection with a booking), insurance revenue and other fees. We also generate revenue from ourvarious suppliers linked to the volume of sales facilitated by us, such as commission andovercommissions (which are commissions based on the year-end achievement of pre-definedtargets), payments from travel suppliers, incentives from our GDS service providers based on thevolume of Bookings completed by us through GDS systems, commissions we receive from partnersunder white label sourcing agreements, incentives we receive from payment processors andcharges on toll calls.

Our revenue also comprises revenue from certain other ancillary sources, such as advertisingon our websites and revenue from our metasearch activities. Our metasearch activities generaterevenue through cost-per-search arrangements, where we earn a fee for each user searching onone of our metasearch websites and ‘‘clicking out’’ to a third party’s website by following a linkdisplayed in one of our metasearch websites, and cost-per-action arrangements, where we earn afee for each user ‘‘clicking out’’ to a third party’s website by following a link displayed in one of ourmetasearch websites who subsequently makes a booking on such third party’s website.

The proportion of Revenue Margin generated from our customers has increased over theperiods presented compared to the other sources from which we generate revenue. The followingtable sets forth the proportion of Revenue Margin generated from customers, suppliers andadvertising and meta click-outs as a percentage of our total Revenue Margin:

ActualAggregatedFor the nine

months For the year For the yearended ended ended

December 31, March 31, March 31,2013 2012 2013 2012 2012(1)

(unaudited)(in % of total Revenue Margin)

Revenue Margin(2)

from customers . . . . . . . . . . . . . . . . . . . . . 71.6% 71.9% 71.2% 68.9% 68.5%from suppliers . . . . . . . . . . . . . . . . . . . . . . 24.7% 25.8% 26.6% 28.7% 29.2%from advertising and meta click-outs . . . . . . . 3.7% 2.3% 2.2% 2.4% 2.3%



(2) Revenue Margin, which is a non-GAAP measure, means our IFRS revenue less supplies. Our management usesRevenue Margin to provide a measure of our revenue after reflecting the deduction of amounts we pay to oursuppliers in connection with the revenue recognition criteria used for products sold under the principal model (grossvalue basis).

Substantially all of our revenue is earned by us acting as an agent although we also earnrevenue acting as principal for certain products. For a description of the agency and principalmodels, see ‘‘—Principal Consolidated Income Statement Line Items—Revenue—Agency andprincipal models’’.

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Presentation of Financial Information

The Company reports consolidated financial information in accordance with IFRS, applyingharmonized accounting principles and policies across all of its constituent businesses.

The consolidation perimeter of the Company comprises the Company and all its direct andindirect subsidiaries, including GTF, LuxGEO and all significant entities historically included in theGoVoyages Group, the eDreams Group and the Opodo Group. All entities are fully consolidatedwith a percentage of interest of 100%, for the year ended March 31, 2012, except forReallyLateBooking, 25% of whose share capital is owned by Opodo and recorded in theConsolidated Financial Statements using the equity method. Although Lyparis owned 97% ofeDreams Inc. until September 30, 2011, we considered eDreams Inc. as wholly owned by Lyparisfor the purpose of the preparation of the Consolidated Financial Statements. Lyparis acquired theremaining 3% of the share capital of eDreams Inc. on September 30, 2011.

Combination accounting

Through a contribution to the Company of the eDreams Group by the Permira Funds and theGoVoyages Group by the Ardian Funds in exchange for shares of the Company and the acquisitionby a subsidiary of the Company of 100% of the share capital of Opodo from Amadeus IT Group,S.A. (‘‘Amadeus’’) effective June 30, 2011 (the ‘‘Opodo Acquisition’’), the eDreams Group wascombined with the GoVoyages Group and the Opodo Group to form eDreams ODIGEO (the‘‘Combination’’). The eDreams Group, the GoVoyages Group and the Opodo Group wereconsolidated in the Company’s Consolidated Financial Statements as of July 1, 2011.

As part of the Combination, the Ardian Funds and the Permira Funds jointly contributed theGoVoyages Group and the eDreams Group to GTF in exchange for GTF’s shares (held indirectly).The contribution was outside of the scope of IFRS 3 Business Combination. As a result, inaccordance with International Accounting Standard 8.12 and absent any guidance under IFRS, theCompany considered pronouncements of other standard setting bodies and, in particular, theguidance under US GAAP (ASC 323 Investments—Equity Method and Joint Ventures) anddetermined that using the predecessor’s values of the constituent businesses was the appropriatebasis of accounting. Accordingly, under such accounting treatment, the financial information for theyear ended March 31, 2012 reflects the results of the eDreams Group and the GoVoyages Groupfor the period from April 1, 2011 through and including June 30, 2011, even though such groupswere not owned by the eDreams ODIGEO Group during such period because the GoVoyagesGroup had been acquired by the Ardian Funds in July 2010 and the eDreams Group had beenacquired by the Permira Funds in August 2010.

As a result of the Opodo Acquisition completed on June 30, 2011, the financial information forthe year ended March 31, 2012 reflects the operations of the Opodo Group only for nine months.See ‘‘—Factors Affecting the Comparability of Our Results of Operations’’.

Recent transactions

On July 3, 2012, Opodo entered into a share purchase agreement to sell all of its shares inOpodo Tours to SevenVentures GmbH and Frank Riecke. The sale was completed in August 2012.For purposes of reporting EBITDA and Recurring EBITDA, Opodo Tours’ negative EBITDA for themonths of April and May 2012 (when the sale was agreed in principle) was included in our EBITDAbut not in our Recurring EBITDA in our 2012 Interim Consolidated Financial Statements. Thenegative EBITDA for these two months amounted to e0.3 million.

On October 2, 2013, we acquired all the shares in Liligo. For purposes of financial reporting,Liligo’s results since that date have been consolidated in our Consolidated Financial Statements.

Recent Trading

Based on our unaudited management accounts for January 2014, Revenue Margin inJanuary 2014 was approximately 13% higher than in January 2013. Recurring EBITDA in January2014 was substantially in line with Recurring EBITDA in January 2013. We believe the principaldriver of the Revenue Margin performance in January 2014 is because in 2013, Easter fell at theend of March whereas in 2014 Easter falls in late April resulting in customers making travel bookingfor Easter later in the year in 2014 than in 2013. In addition, we believe that the lack of year-over-

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year Recurring EBITDA growth in January 2014 is related to Revenue Margin growth being lowerthan Variable Cost growth principally due to the roll-out of certain middle-office functions across ourthree main brands to extend full features and functionalities that were not previously applied acrossall three brands (for example, in some countries we were not offering all methods of payment tocustomers) and the timing effect of Liligo incurring a substantial portion of its annual marketingexpense in the first calendar quarter of 2014 (including in January), as in the past, whereas Liligowas not part of our consolidation perimeter in January 2013.

Expected Future Trends

As described elsewhere in this offering memorandum, we expect the European travel marketto continue to grow. PhoCusWright is forecasting the European online travel market to grow atbetween 8% and 9% per annum over the next two years on a gross bookings basis and expectsemerging regions, such as Asia-Pacific and Latin America, to grow at faster rates. In particular,according to PhoCusWright, the European OTA travel market is forecast to grow at a CAGR of 11%between 2013 and 2015. We would expect our revenue margin to reflect growth in our markets andgeneral market trends and to be between the rates of growth forecast by PhoCusWright for theEuropean online travel market and European OTA travel market. See ‘‘Industry Overview andMarket Data—Online Travel Industry—Outlook and Drivers of Online Travel’’.

As a result of our continuing focus on customer acquisition and building brand awareness innew geographies, we expect our variable costs to continue to increase slightly in the short tomedium term and our fixed costs as a percentage of revenue to continue to decrease slightly overtime, as our international expansion, mostly leveraging on the eDreams brand, requires relativelylimited additional fixed cost expenditure, in each case consistent with trends exhibited over the lasttwo years, which on a per-Booking basis showed relatively stable overall costs combined with arelative decrease of fixed and increase of variable costs. Overall, we expect these costs trends tosupport approximately stable Recurring EBITDA margins slightly below those achieved in the ninemonths ended December 31, 2013.

The foregoing outlook information is based on management’s current expectation and isbased on certain assumptions. A large number of factors, including those described in ‘‘RiskFactors—Risks Related to the Travel Industry’’, ‘‘Risk Factors—Risks Related to Our Business’’ and‘‘—Key Factors Affecting Our Results of Operations’’, could result in our revenues or costs notbeing in line with our current expectations. See Forward-looking Statements’’.

Factors Affecting the Comparability of Our Results of Operations

Following the completion of the Opodo Acquisition, the GoVoyages Group, the eDreamsGroup and the Opodo Group were combined to form the eDreams ODIGEO Group andconsolidated in the Company’s Consolidated Financial Statements as of July 1, 2011. See ‘‘—Presentation of Financial Information—Combination Accounting’’. Consequently, the ConsolidatedFinancial Statements of the Company reflect the operations of the Opodo Group, the eDreamsGroup and GoVoyages Group for the periods of time set forth in the table below:

ActualAggregatedFinancial

statements as of FinancialDecember 31, 2013 Information

and for the nine Financial statements for the yearmonths ended as of and for the year endedDecember 31, ended March 31, March 31,

2013(1) 2012 2013(2) 2012 2012(unaudited) (audited) (unaudited)

eDreams Group . . . . . . . . . . . . . 9 months 9 months 12 months 12 months 12 monthsGoVoyages Group . . . . . . . . . . . . 9 months 9 months 12 months 12 months 12 monthsOpodo Group . . . . . . . . . . . . . . . 9 months 9 months 12 months 9 months 12 months

(1) On October 2, 2013, we acquired all the shares in Liligo. For purposes of financial reporting, Liligo’s results since thatdate have been consolidated in our Consolidated Financial Statements.

(2) On July 3, 2012, Opodo entered into a share purchase agreement to sell all of its shares in Opodo Tours toSevenVentures GmbH and Frank Riecke. The sale was completed in August 2012. For purposes of reporting EBITDAand Recurring EBITDA, Opodo Tours’ negative EBITDA for the months of April and May 2012 (when the sale wasagreed in principle) was included in our EBITDA but not in our Recurring EBITDA in our 2012 Interim ConsolidatedFinancial Statements. The negative EBITDA for these two months amounted to e0.3 million.

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Accordingly, our financial results for the years ended March 31, 2013 and March 31, 2012 arenot fully comparable because of the financial information consolidated therein.

This Management’s Discussion and Analysis of Our Consolidated Financial Condition andResults of Operations presents certain Unaudited Aggregated Financial Information for the yearended March 31, 2012 to assist potential investors’ understanding of our results for the year endedMarch 31, 2013 compared to our results for the year ended March 31, 2012. The UnauditedAggregated Financial Information for the year ended March 31, 2012 is presented for illustrativepurposes only and does not purport to present what our results would actually have been had theOpodo Acquisition occurred on April 1, 2011 instead of June 30, 2011. See ‘‘Unaudited AggregatedFinancial Information for the Year Ended March 31, 2012’’.

Key Factors Affecting Our Results of Operations

Our results of operations, financial position and liquidity have been, and may continue to be,affected by the following factors and developments:

Trends and changes in the travel industry and global economy

Our financial results have been, and are expected to continue to be, affected by factors,trends and changes in the global economy in general and the travel industry in particular. Thesefactors, trends and changes include:

• Global economic conditions and other factors outside of our control. The economic cycleaffects demand for travel products and consequently our business. Such cycles in general,and demand for travel in particular, are generally influenced by macroeconomic conditions;global political events, such as terrorist acts or episodes or labor or social unrest, war orother hostilities, or failing governments; market-specific events, such as shifts in customerconfidence; and customer spending and other events that are beyond our control, such aspandemic and health-related risks. Demand for travel products is particularly influenced bygeneral economic conditions, as spending on travel is largely discretionary and tends todecline, or grow more slowly, during economic downturns. The economic and financial crisishas had, and, if it were to continue, could again have, a significant impact on customerdemand in general, and on demand for travel products in particular. However, during theeconomic downturn, an increasing number of cost-conscious customers turned to onlinetravel agencies in the search for cheaper flights and travel deals, which further increased theextent of online travel penetration and partly offset the adverse impact of deterioratingconsumer confidence on overall travel expenditures. Demand for our products is alsoexposed to climate change, accidents, natural disasters, such as the eruption in 2010 ofIceland’s Eyjafjallajokull volcano, leading to the closure of airspace in various Europeancountries and numerous flight cancellations, outbreaks of diseases and epidemics. Giventhe worldwide reach of our travel offerings, similar events in the past have affected, andcould in the future directly affect, our customers’ propensity to travel and lead to a reductionin travel expenditures. See also ‘‘Risk Factors—Risks Related to the Travel Industry—Demand for our products is dependent on the travel industry, which may be materiallyaffected by general economic conditions and other factors outside our control. Declines ordisruptions in the travel industry could adversely affect our business, financial condition andresults of operations’’.

• Internet penetration in our different markets. The level of our activity and the growth of ourbusinesses are also highly dependent on the level of online travel penetration (i.e., theproportion of travel bookings made through the Internet) and the distribution of travelproducts generally. Increased usage and familiarity with the Internet have driven rapidgrowth in online travel penetration of travel expenditures over the past few years. Accordingto PhoCusWright, the online travel penetration in Europe increased from 34% in 2010 to41% in 2012. We believe that online travel penetration is lower in most of our expansionmarkets than in Europe and that this represents a significant opportunity for OTAs in thosecountries.

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• Competition from new and existing market participants. The steady increase of penetrationrates of online travel over the past few years has attracted an increasing number ofcompetitors to the online travel industry and the level of competition is expected to remainhigh or intensify further in the foreseeable future. We face strong competition mainly fromboth established and emerging online and traditional sellers of travel-related services andproducts (including traditional travel agencies, tour operators, travel suppliers and otherOTAs). Many travel suppliers, in particular airlines, have been focusing on increasing onlinedemand for their own websites in lieu of third-party distributors such as our variouswebsites. Suppliers who sell through their own websites may offer products and services onmore favorable terms, including lower prices, increased or exclusive product availability, nofees or unique access to proprietary loyalty programs, such as points and miles. In addition,large online portal and search companies, as well as online travel metasearch sites, whichutilize their search technology to aggregate travel search results, may redirect possiblecustomers to our direct competitors’ websites. On the other hand, we expect that our strongbrand awareness, marketing track record and advanced proprietary technologies give us acompetitive advantage, as new entrants would require significant time and investment toreach a comparable level of brand awareness and to develop comparable IT systems.Furthermore, the recent acquisition of our metasearch business, Liligo, allows us to generaterevenue based on click-outs to third-party vendors, which provides us with additionalopportunities to earn revenue.

• Trend towards travel bookings on mobile devices. Over the past few years, mobile devices(including smartphones and tablets) have become an increasingly important channel forcustomers to make travel bookings and we expect this trend to continue. We believe thatcustomers increasingly plan and book their journeys when they happen to have free timeslots, irrespective of their immediate whereabouts, and mobile devices afford customers theconvenience to make travel arrangements while on the go. We and our competitors areactively engaged in the design, rollout and improvement of applications for mobile devices.In 2010, we launched our first applications for iPhone devices. Since then, we havecontinuously developed new applications (for both the Android and iPhone/iPad) andlaunched updated and optimized versions of our existing applications. We have experiencedsignificant increases in the orders made via mobile devices (including via our applicationsand mobile web browsers). We estimate that approximately 12% of our flight Orders weremade through mobile devices in December 2013 compared with approximately 6% inDecember 2012. We do not believe the proportion of non-delivered transactions is materiallydifferent between mobile and non-mobile customers. We believe our service fees per flightBooking made on a mobile device is similar to that for bookings made on a desktop orlaptop computer across our brands and geographies based on service fees per flightBooking information for eDreams (for which we have data for the relevant historical period).

• Fragmentation of the European travel industry. The European market for the supply of travelproducts is highly fragmented due to the presence of multiple countries with differentlanguages, currencies, tax and regulatory environments, leading to localized competition formost types of product or service offerings, structural over-capacity and higher fares. Thisfragmentation represents an appealing growth opportunity for OTAs with the ability toaccess and aggregate the existing extensive range of travel content from different sourceson a timely basis, compare it and make it easily understandable and usable for onlinecustomers. In addition, the fragmentation of the European travel industry along national andlanguage borders, and among low-cost and flag-carrier airlines, uniquely positions OTAs toarbitrage geographical differences and offer the best travel deals, establishing a broad-based brand awareness in Europe, improving transaction volumes and increasing scale.

• Access to supply of travel products. As we make our travel products available from a varietyof large and small commercial airlines, lodging companies, car rental companies, otherdestination service providers and insurance providers, an important component of thesuccess of our business depends on our ability to maintain our existing relationships, aswell as build new relationships, with travel suppliers and GDS partners. Our ability tomaintain our supplier relationships, or continue to access a supplier with which we do nothave a relationship through our systems utilizing its public website, is important to our abilityto source and supply products we sell. In 2011, we signed a 10-year non-exclusive global

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distribution system contract with Amadeus, a leading transaction processor for the Europeantravel and tourism industry, which gives us access to products available on airlines’ brandedwebsites and to other repositories of travel content, including the highest value segments. Inaddition, we have established and seek to maintain long-term relationships with key networkcarriers. We believe that our ability to continue to offer comprehensive travel content to ourcustomers through our supplier relationships will be a key factor to further enhance ourposition as a leading pan-European online travel company.

• Regulation in our different markets. We must comply with laws and regulations relating tothe travel industry and the provision of travel products, including those relating to IATAaccreditation, sales of packages, data protection and e-commerce, and this complianceimposes a financial burden on us. As we continue to expand the reach of our brands intothe European and other international markets, we are increasingly subject to laws andregulations applicable to travel agents in those markets, including, in some countries, lawsregulating the provision of travel packages and industry specific value-added tax regimes,and this is likely to increase our compliance costs. For example, the European EconomicCommunity Council Directive on Package Travel, Package Holidays and Package Toursimposes various obligations upon marketers of travel packages, such as disclosureobligations to consumers and liability to consumers for improper performance of thepackage, including supplier failure. Pursuant to European and other regulations, we arerequired to disclose service fees. The growth and development of online commerce mayprompt calls for more stringent consumer protection laws, which may impose additionalfinancial burdens on online businesses in general and our business areas and operations inparticular.

The eDreams ODIGEO Group and integration of our constituent businesses

The Combination has had a significant effect on our business in terms of realizing certainrevenue and cost benefits, and the integration of our businesses and related costs.

We are a business of considerably larger scale as a result of the Combination. In the yearended March 31, 2013, we had 8.7 million Bookings compared to 7.7 million Bookings in the yearended March 31, 2012 (which 7.7 million Bookings excludes 763,000 Bookings at Opodo in the firstquarter of that financial year (i.e., the three months ended June 30, 2011), which are not reflected inthe eDreams ODIGEO Group figures as the Opodo business was acquired and consolidatedeffective June 30, 2011). Our Revenue Margin in the year ended March 31, 2013 was e373.0 millioncompared to Revenue Margin of e319.7 million in the year ended March 31, 2012. On anaggregated basis, we would have had 8.5 million Bookings, e351.0 million of Revenue Margin ande107.3 million of Recurring EBITDA in the year ended March 31, 2012.

Our scale provides us with a stronger negotiating position with suppliers, as evidenced by theten-year non-exclusive GDS contract that we entered into in 2011 with Amadeus, which wasamended in 2013. We also entered into a group-wide contract under which we sell travel-relatedinsurance, which is on more favorable terms than each of the predecessor businesses enjoyed on astand-alone basis. We have also been able to leverage the technology of our constituentbusinesses by, for example, expanding eDreams’ Direct Connect technology to our GoVoyages andOpodo websites.

The Combination and the integration of our businesses have required significant managementtime and significant expenditure relating to, for example, implementing group financial reporting andmanagement systems, strengthening our management team and developing common technology.In the summer of 2013, the individual platforms of GoVoyages, Opodo and eDreams weresuccessfully migrated onto the One Platform, which enables each of our brands to offer a full rangeof inventory, including Direct Connect, multi-GDS access and net fares. The integration process isstill ongoing in respect of our middle and back-office functions, such as accounting, IT andoperational systems, management information and financial control systems, market and customerservice, and although we have made significant progress in these areas, we expect the integrationwill continue to require significant time, expenditure and resources.

See ‘‘—Non-recurring items recognized in our historical financial statements and effects of ourexpected deleveraging in connection with this offering—Non-recurring items’’.

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Geographic concentration and expansion of operations

We believe that our strategic geographic expansion into new countries, together with theorganic growth of our business in countries in which we have already established a presence, hascontributed to our growth to date and will be an important factor in the development of ourbusiness.

In particular, the fragmentation of the travel markets in which we operate allows us to adoptdifferent growth and marketing strategies that are tailored specifically for each country in which weoperate. For example, in countries where we hold significant market positions, such as France, wehave focused our resources on retaining our market share and up-selling more products.

The following table sets forth the proportion of our Bookings and Revenue Margin attributableto our operations in the countries of our Core segment (France, Spain and Italy) as well asattributable to our operations in France, each as a percentage of our Bookings and RevenueMargin:


December 31, March 31,2013 2012 2013 2012

(unaudited, unless otherwisestated)

(in % of total)Core segment (total)Bookings(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61% 64% 65% 70%Revenue Margin(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62% 66% 67% 72%

FranceBookings(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36% 37% 40% 40%Revenue Margin(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41% 44% 47% 47%

(1) Bookings, which is a non-GAAP measure, means the number of transactions under the agency model and theprincipal model as well as transactions made via our white label distribution and sourcing partners. One booking canencompass one or more products and one or more passengers.

(2) For the years ended March 31, 2013 and 2012, all Bookings and Revenue Margin attributable to Go Volo wereallocated to France, irrespective of the country in which the booking was made. For the nine months endedDecember 31, 2013 and 2012, Bookings and Revenue Margin attributable to Go Volo have been allocated betweenthe countries according to the country of booking, i.e., France only includes Go Volo bookings that originated inFrance.


Accordingly, our operating results in France continue to have a significant impact on ouroverall results, despite the fact that the relative weight of France in our Bookings has decreased asa consequence of our expansion strategy relating to the scale and the geographic scope of ouroperations.

In the year ended March 31, 2013, we continued to expand the scale and geographic scopeof our operations and entered 10 new countries, including South Africa, Indonesia, New Zealand,Singapore and Thailand. In the nine months ended December 31, 2013, we entered three newcountries (Greece, Romania and Hungary). Although the scalability of our online platform allowsmore rapid expansion into new geographic markets, our marketing and administrative expensesincreased as we hired additional personnel and incurred additional IT infrastructure costs inconnection with the geographic expansion.

Changes in revenue sources and product mix

Changes in the air travel industry have affected, and will continue to affect, the revenue earnedby online travel companies, including us.

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Supplier revenue

We receive incentives from our GDS service providers based on the volume of Bookingscompleted by us through GDS systems, and such incentives are payable based on a formula thatrequires a minimum level of sales. Revenue under our contract with Amadeus represents asignificant portion of our income and a large proportion of our GDS income. The agreement withAmadeus also contemplated a signing bonus in the amount of e51.1 million, payable by Amadeusto LuxGEO, which represents an advance payment of anticipated incentives relating to sales oftravel products through Amadeus’ GDS platform. The unearned portion of the signing bonus issubject to repayment to Amadeus if we do not meet certain volume thresholds. We recognize thesigning bonus as revenue in our financial statements over the 10-year term of the contract, whilethe unearned portion is reflected as a liability on our statement of financial position.

We also receive incentives and commissions directly from certain airline companies, based onthe total volumes of bookings we sell. Given the relatively weaker position of airlines outside of theirlocal markets, many of our airline suppliers pay incentive fees to travel companies such asourselves, in order to improve their sales and build their brand awareness outside their coremarkets. However, volatility in global economic conditions and jet fuel prices over the past fewyears have caused our airline partners to accelerate their efforts to cut costs throughout theiroperations, including managing and reducing their distribution costs. Measures taken by airlines toreduce distribution costs in recent years have included reductions of commissions paid to travelcompanies.

Airlines could further reduce their distribution costs by reducing fees paid to GDSs, which inturn could reduce incentives paid directly to OTAs, including us. In addition, when we use DirectConnect technology to access airline inventory, we do not generate any GDS incentive fees and inmany cases, we do not earn any airline commission on Direct Connect bookings. As we expect ourshare of Direct Connect bookings to continue to increase, we expect the revenue we are able toearn from suppliers to continue to generally decrease over time on a per booking basis.

Customer revenue

In our flight business, service fees per flight Booking increased by 3.6% from e22.30 in theyear ended March 31, 2012 to e23.10 in the year ended March 31, 2013 and by 9.5% from e23.10in the nine months ended December 31, 2012 to e25.30 in the nine months ended December 31,2013. Despite this increase in service fees, increasing competition from other OTAs and direct salesby suppliers may put pressure on our current levels of service fees.

Flight product mix

Changes in our flight product mix have affected, and are expected to continue to affect, ouroperating results. In particular, during 2011 we started selling Direct Connect flight products throughthe GoVoyages and Opodo websites to complement our existing sales of Direct Connect flightproducts through the eDreams website. The proportion of Direct Connect flights in our product mixcompared to flights sourced via GDSs and charter flights has increased, in particular in France, andis expected to continue to increase in the future. The completion of the migration of the previousindividual platforms of GoVoyages, Opodo and eDreams into the One Platform in the summer of2013, which enables each of our brands to offer a full range of flights, including Direct Connect,multi-GDS and net fare flight products, has further accelerated this trend. We do not receivecommissions from airlines or, in most cases, incentive fees from GDSs for sales of Direct Connectflight products. Accordingly, increases in Bookings due to increased Direct Connect flight productsales do not result in a proportional increase in Revenue Margin. Therefore, the average GrossBookings per Booking is lower for Direct Connect flight products (three months endedDecember 31, 2013: e223) than for flight products sourced via GDSs (three months endedDecember 31, 2013: e536). However, the increasing volume of sales of Direct Connect flights has apositive impact on the overall increase in our revenue due to the service fees that we charge ourcustomers. We define Revenue Margin per Booking as Revenue Margin per product divided by thenumber of Bookings for that product.

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Flight vs. non-flight revenue

While we continue to be flight-focused, we aim to capitalize on our leadership position in theflight sector of the travel market by entering into strategic partnerships with industry leaders in thenon-flight sector. These strategic partnerships enable us to provide our customers with non-flightproducts. We also seek to increase our sales of non-flight products by improving our technology,upgrading our user interface by allowing the customization and combination of dynamically pricedtravel products from different suppliers, increasing marketing spend and exploring additional cross-selling opportunities.

The following table sets forth the proportion of non-flight products in our product mix as apercentage of our Bookings and Revenue Margin.

For thenine months For the

ended year endedDecember 31, March 31,2013 2012 2013 2012

(unaudited, unlessotherwise stated)

(in % of total)Bookings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10% 10% 9% 8%Revenue Margin(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19% 20% 18% 19%



In 2013, we increased our advertising revenue principally as a result of our increased focus onadvertising sales. In addition, with the recent acquisition of Liligo we expect to generate click-outrevenue and to further increase our advertising revenue.

Seasonality

We experience seasonal fluctuations in the demand for travel products offered by us. Becausewe generate the largest portion of our Revenue Margin from flight bookings, and this revenue isgenerally recognized at the time of booking, these trends cause our revenue to be highest in theperiods during which travelers book their vacations. Therefore, our revenues tend to be lower in thequarter ending December 31 than in other quarters and typically highest in the quarter endingMarch 31, corresponding to bookings for the busy spring and summer travel seasons. Cashgenerated and profitability have historically been lower between September and December as thepost-summer period has historically been our lowest booking period. Consequently, comparisons ofsequential quarters may not be meaningful.

Brand awareness and marketing expenses

We believe that brand awareness is a crucial factor for customer acquisition and retentionamong online travel companies. We have historically committed significant resources to supportingbrand awareness. As a result, we believe that our brands rank consistently among the mostsearched and highest rated online flight travel brands in Europe and worldwide (based on searchengine recognition metrics). Our advertising efforts are focused primarily on online marketing. Webelieve that continued investment in our brands is critical to retaining and expanding our traveler,supplier and advertiser bases and such investments have included costs relating to tacticalmarketing measures taken to increase our growth.

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Non-recurring items recognized in our historical financial statements and effects of ourexpected deleveraging in connection with this offering

We consider that certain costs recognized in our income statement arose from specific eventsthat are non-recurring and that such costs should therefore be specifically considered whenassessing our historical financial performance. In addition, we expect our level of debt, andtherefore interest expense, to decrease as a result of this offering and associated transactions.

Non-recurring items

The Combination and the financing transactions conducted in connection with theCombination, as well as a partial refinancing thereof in January 2013, have had a significant effecton our reported results during the years ended March 31, 2012 and 2013, which we do notconsider reflective of our ongoing financial performance and believe should be specificallyconsidered when assessing our historical financial performance. Also see the presentation ofAdjusted Profit and the reconciliation of Adjusted Profit to Profit and loss attributable to the parentcompany in ‘‘Selected Financial Information and Other Data—Other Unaudited Financial andOperating Data’’.

In particular, in respect of the nine months ended December 31, 2013, we recognized thefollowing items in our income statement:

• e4.9 million of depreciation of the value of Opodo’s technology. As a result of thedevelopment of our One Platform, the value of certain technology in Opodo, which werecognized as part of the purchase price allocation in connection with the Combination andwhich we planned to amortize over a four-year period, exceeded its fair value and,accordingly, we recognized an impairment of e4.9 million relating to the value of suchtechnology (e3.9 million on a post-tax basis).

• e11.4 million of impairments of the value of the GoVoyages brand, which we recognized aspart of the purchase price allocation in connection with the Combination. As a result ofchanges in our business strategy (which, following the Combination, has deemphasized theGoVoyages brand compared with our expectation at the time of the allocation of goodwill)and, to a lesser extent, changes in the business environment, particularly in our chartersbusiness, we recognized an impairment of e11.4 million (e7.5 million on a post-tax basis).

• e1.9 million of release of deferred tax assets in relation to the long-term incentive plan ofeDreams.

In particular, in respect of the nine months ended December 31, 2012, we recognized thefollowing item in our income statement:

• e0.6 million of deferred tax income in relation to the long-term incentive plan of eDreams.

In respect of the year ended March 31, 2013, we recognized the following items in our incomestatement:

• e17.6 million of finance fees relating to the reversal of capitalized financing fees associatedwith senior debt we incurred under our Senior Credit Facility Agreement in connection withthe Combination, which we refinanced in January 2013 (e11.5 million on a post-tax basis).Under IFRS, the refinancing of this debt required us to immediately recognize in our incomestatement the remaining capitalized portion of the financing fees associated with such debt.

• e6.7 million of finance costs relating to the cancellation of certain interest rate hedgingcontracts we entered into to hedge the variable rate debt under our Senior Credit FacilityAgreement (e4.4 million on a post-tax basis).

• e6.7 million of impairments to the value of Opodo’s technology. As a result of thedevelopment of our One Platform, the value of certain technology in Opodo, which werecognized as part of the purchase price allocation in connection with the Combination andwe planned to amortize over a four-year period, exceeded its fair value and, accordingly, werecognized an impairment of e6.5 million relating to the value of such technology(e5.0 million on a post-tax basis).

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• e2.0 million of impairments of a relationship agreement between GoVoyages and a charterflight sourcing company in recognition of the decreased importance of our sales of charterflights compared to our valuation of this relationship as part of the purchase price allocationperformed prior to the Combination when GoVoyages was a stand-alone company(e1.3 million on a post-tax basis).


In respect of the year ended March 31, 2012, we recognized the following items in our incomestatement:

• e13.6 million of finance fees relating to the reversal of capitalized financing fees associatedwith the debt of Opodo and GoVoyages existing at the time of the Combination (e8.9 millionon a post-tax basis). Under IFRS, the financing fees incurred in connection with theissuance of debt are recognized on the statement of financial position and then amortizedover the term of the debt. However, the refinancing of Opodo and GoVoyages’pre-Combination debt in connection with the Combination required us to immediatelyrecognize in our income statement the remaining capitalized portion of the financing feesassociated with such debt, rather than amortizing such fees over the remaining term of suchdebt.

• e21.4 million of impairment of our GoVoyages brand as a result of changes in our businessstrategy (which deemphasized the GoVoyages brand compared with our expectation at thetime of the allocation of goodwill prior to the Combination) and, to a lesser extent, changesin the business environment, particularly in our charters business (e14.0 million on apost-tax basis).

• e21.3 million of transaction costs related to the Combination (e21.3 million on a post-taxbasis).

• e3.2 million of deferred tax assets recognized by GoVoyages in its standalone financialstatements prior to the Combination but then reversed in our financial statements as a resultof the debt allocated to the GoVoyages French tax group in connection with theCombination, which significantly reduced the likelihood of it being able to utilize suchdeferred tax assets (e3.2 million on a post-tax basis).


Although we believe these items should be specifically considered when assessing ourhistorical financial results, we note we may engage in future acquisitions and/or financing orrefinancing transactions, and may recognize impairments of goodwill or other intangible assets inthe future (see ‘‘Risk Factors—Risks Relating to Our Business—Our statement of financial positionincludes very significant amounts of goodwill and other intangible assets. The impairment of asignificant portion of these assets would negatively affect our business, financial condition andresults of operations, and may affect our ability to pay dividends’’).

Deleveraging

Our principal sources of debt prior to the offering are our 2018 Notes, 2019 Notes and ourRevolving Credit Facility, as well as our Convertible Subordinated Shareholder Bonds.

As described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, as a resultof the Shareholder Reorganization, the Company will become the holder of 100% of the ConvertibleSubordinated Shareholder Bonds, which were issued by GTF in connection with the Combination.Accordingly, although we have recognized interest expense associated with such ConvertibleSubordinated Shareholder Bonds in the past, following the Shareholder Reorganization, suchexpense will no longer be recognized in our consolidated results as such Convertible SubordinatedShareholder Bonds will be within our consolidation group.

In addition, as described in ‘‘Use of Proceeds’’, we intend to use the e50 million grossproceeds to us from the offering to redeem a portion of the 2019 Notes after May 1, 2014 to furtherreduce our indebtedness and interest expense, and create additional flexibility in our capitalstructure.

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The following table sets forth the components of our interest expense for the year endedMarch 31, 2013 and nine month periods ended December 31, 2012 and 2013:

For thenine months For the

ended year endedDecember 31, March 31,

2013 2013(in thousand g)

2019 NotesInterest expense (10.375%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,619) (18,158)Amortization of capitalized financing fees . . . . . . . . . . . . . . . . . . (916) (1,093)

2018 NotesInterest expense (7.50%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,350) (4,063)Amortization of capitalized financing fees . . . . . . . . . . . . . . . . . . (966) (615)

Convertible Subordinated Shareholder Bonds(1)

Interest expense (including effective interest rate) . . . . . . . . . . . . . (10,621) (12,495)Debt under our Senior Credit Facility Agreement(2)

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (13,504)Amortization of capitalized financing fees(3) . . . . . . . . . . . . . . . . . — (22,486)

DerivativesFinancial expense related to derivatives(4) . . . . . . . . . . . . . . . . . . — (6,683)

Revolving Credit FacilityInterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168) (240)Commitment fees and other fees . . . . . . . . . . . . . . . . . . . . . . . . (1,248) (1,861)Amortization of capitalized financing fees . . . . . . . . . . . . . . . . . . (384) (69)

Foreign exchange gains and lossesForeign exchange differences relating to financing arrangements . (299) (1,305)

Other financial income and expensesOther financial income and expenses . . . . . . . . . . . . . . . . . . . . . (382) (524)

Finance result per income statement . . . . . . . . . . . . . . . . . . . . . . (46,953) (83,096)

(1) As a result of the Shareholder Reorganization, the Convertible Subordinated Shareholder Bonds will become liabilitieswithin our consolidation group following this offering (see ‘‘Certain Relationships and Related Parties Transactions—Shareholder Reorganization’’).

(2) Our indebtedness under our Senior Credit Facility Agreement was discharged in full as part of our refinancing inJanuary 2013.

(3) Of which e17.6 million related to the reversal of capitalized financing fees associated with the cancellation of thesenior debt under our Senior Credit Facility Agreement, which we refinanced in January 2013.

(4) As a result of refinancing of the Senior Credit Facility Agreement in January 2013, we cancelled certain interest ratehedging contracts that we entered into to hedge the variable rate debt under our Senior Credit Facility Agreement andthis cancellation resulted in us recognizing a financing cost.

Certain corporate tax consequences of deleveraging

Certain parts of the Group have net operating losses (‘‘NOLs’’) that can be utilized to offsetpotential future earnings. For certain of these NOLs we have recognized a deferred tax asset(‘‘DTA’’) in our balance sheet as of March 31, 2013, as set forth in the following table:

NOLs Recognized DTAs(in million g)

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58.4 0.0U.K.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152.5 35.1Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.9 0.6Other countries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3 0.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246.1 35.7

(1) U.K. relates to Opodo Limited only; NOLs of eDreams Limited are included in ‘‘other countries’’ below.

(2) A substantial portion of NOLs in other countries are located in Luxembourg.

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A majority of the Group’s debt has been allocated to entities which form part of the French taxgroup. As a result, prior to the offering, NOLs in France have had a low likelihood of being utilized,and therefore have not been accounted for as a DTA in our balance sheet.

The deleveraging in connection with the offering as described in ‘‘—Non-recurring itemsrecognized in our historical financial statements and effects of our expected deleveraging inconnection with this offering—Deleveraging’’ above is expected to have an effect on the Group’s taxposition. In particular, the deleveraging will reduce the debt burden of the entities within our Frenchtax group, thereby increasing the likelihood of the French NOLs being utilized. This may result in usrecognizing a DTA for all or a part of these NOLs. Note that the decision on any such recognition ofa DTA for French NOLs will only be made when we prepare our annual financial statements for theperiod in which the deleveraging will have taken place. The recognition of a DTA for French NOLsin the future would have a one-off positive effect on our income tax expense and hence on ourGroup effective tax rate as set forth in our income statement and, consequently, on our reported netprofit in the financial year in which the above DTA would be recognized.

Our historic effective tax rate has been influenced by the fact that a DTA for certain NOLs hasnot been recognized in the years in which these NOLs have actually been incurred and therefore isnot a good reference for the Group’s effective tax rate following the offering. Group companiesoperate in a number of tax jurisdictions (including principally the United Kingdom, Sweden, France,Spain, Italy and the United States) and are subject to statutory income tax rates ranging from 22%to 35%. We believe that our Group current (cash) tax rate will be at the lower end of this tax raterange in the short- to medium-term until the NOLs of France, the U.K. and Sweden have been fullyoffset against taxable profits.

Goodwill, other intangible assets and impairments

The goodwill and other intangible assets recognized on our statement of financial positionrepresented 72.9% and 24.8%, respectively, of our total non-current assets as at December 31,2013 (71.8% and 25.4%, respectively, as at March 31, 2013). These assets consist primarily ofgoodwill and identified other intangible assets associated with the Combination. Within otherintangible assets, our principal assets are our brands (85.4% of total other intangible assets as atDecember 31, 2013) and software (14.0% of total other intangible assets as at December 31, 2013).See notes 14 and 15 to our Consolidated Annual Financial Statements and notes 11 and 12 to ourConsolidated Interim Financial Statements for further information regarding our goodwill and otherintangible assets. Any further acquisitions may result in our recognition of additional goodwill orother intangible assets.

Under IFRS, we are required to amortize certain intangibles over the useful life of the assetand subject our goodwill and certain of our intangible assets to impairment testing rather thanamortization. Accordingly, on at least an annual basis, we assess whether there have beenimpairments in the carrying value of our goodwill and certain of our intangible assets. If the carryingvalue of the asset is determined to be impaired, then it is written down to fair value by animpairment loss in the income statement. See ‘‘Management’s Discussion and Analysis of OurResults of Operations—Critical Accounting Policies—Impairment testing of the recoverable amountsof a CGU or group of CGUs’’.

We have recognized impairments in the past, including as a result of changes in our businessperformance and strategy, and some of these impairments have been significant. See‘‘—Non-recurring items recognized in our historical financial statements and effects of our expecteddeleveraging in connection with this offering—Non-recurring items’’. See also ‘‘Risk Factors—Ourstatement of financial position includes very significant amounts of goodwill and other intangibleassets. The impairment of a significant portion of these assets would negatively affect our reportedresults of operations and the equity reflected on our statement of financial position, and may affectour ability to pay dividends’’.

The recognition of impairments affects our income statement. Accordingly, if we recognizeimpairments in the future, our reported results will be adversely affected, even though suchimpairments are non-cash items.

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Acquisitions and Divestments

Effects of the Opodo Acquisition

The Opodo Acquisition, which gave rise to a change of control of Opodo for IFRS accountingpurposes, was accounted for using the purchase method of accounting. Under the revised IFRS 3Business Combinations, the cost of an acquisition is measured as the fair value of the assetstransferred, liabilities incurred and the equity interests issued by the acquirer, including the fair valueof any asset or liability resulting from a contingent consideration arrangement. Opodo Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingentliabilities assumed in a business combination are measured initially at their fair values at theacquisition date. The excess of the consideration transferred, the amount of any non-controllinginterest in the acquiree and the fair value of the acquirer’s share of the identifiable net assetsacquired are recorded as goodwill.

In accordance with IFRS, we had 12 months from the date of the Opodo Acquisition (i.e., untilJune 30, 2012) to finalize the allocation of the purchase price. In the year ended March 31, 2013,the final purchase price allocation for the Opodo Acquisition taken into consideration for thepurpose of the preparation of the Consolidated Financial Statements for that period can besummarized as follows:

• fair value of identifiable assets acquired and liabilities assumed at the acquisition dateincluding:

• trademarks (infinite-lived intangible assets): e108.0 million• developed technology (finite-lived intangible assets): e20.0 million• deferred tax liabilities arising from acquired intangibles: e(33.3) million• goodwill as of March 31, 2013 e359.5 million

See ‘‘Note 29—Business Combination’’ to our Consolidated Annual Financial Statements.

Effects of the Opodo Tours Divestment

As the sale of Opodo Tours was agreed in principle in May 2012, its negative EBITDA for themonths of April and May 2012 was included in our EBITDA but not in our Recurring EBITDA in our2012 Consolidated Annual Financial Statements. See ‘‘—Presentation of Financial Information—Combination Accounting’’. The negative EBITDA for these two months amounted to e0.3 million.

Effects of the Liligo Acquisition

On October 2, 2013, we completed the acquisition of Liligo and have consolidated its resultsof operations from this date.

Principal Consolidated Income Statement Line Items

The following section presents our main income statement line items derived from ourConsolidated Financial Statements.

Revenue

We generate our revenue from the sale of (i) flight products, including flights on networkcarriers, low-cost carriers and, to some extent, charter airlines, each of which we source throughGDSs or our Direct Connect technology, as well as insurance for flight products and (ii) non-flightproducts, including hotel bookings, Dynamic Packages, which are dynamically priced packagesconsisting of a flight product and a hotel booking that travelers customize based on their individualspecifications by combining select products from different travel suppliers through us (includingrevenue from the flight component thereof), car rentals, vacation packages and insurance fornon-flight products, as well as non-travel products, such as advertising, metasearch activities andphone revenue, consisting mainly of charges on toll calls to our call centers.

The substantial majority of our revenue is generated from our customers. Customer revenue isearned through service fees (which is the total difference between the price at which we source aproduct and sell that product to a customer, which difference includes, among other components,any mark-up to the price at which we source a product and fees that we charge customers in

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connection with a booking), insurance revenue and other fees. We also generate revenue from ourvarious suppliers linked to the volume of sales facilitated by us, such as commission andovercommissions (which are commissions based on the year-end achievement of predefinedtargets), payments from travel suppliers, incentives from our GDS service providers based on thevolume of Bookings completed by us through GDS systems, commissions we receive from partnersunder white label sourcing agreements, incentives we receive from payment processors andcharges on toll calls.

Our revenue also comprises revenue from certain other ancillary sources, such as advertisingon our websites and revenue from our metasearch activities. Our metasearch activities generaterevenue through cost-per-search arrangements, where we earn a fee for each user searching onone of our websites and ‘‘clicking out’’ to a third party’s website by following a link displayed in oneof our websites, and cost-per-action arrangements, where we earn a fee for each user ‘‘clickingout’’ to a third party’s website by following a link displayed in one of our websites whosubsequently makes a booking on such third party’s website.

We recognize revenue when (i) we have evidence of a contractual agreement in respect ofproducts and services to be provided, (ii) such products are delivered or such services have beenrendered and (iii) the revenue is determinable and collectability is reasonably assured. We haveevidence of a contractual agreement when we enter into a legally enforceable agreement with thecustomer with terms and conditions that describe the product to be delivered or the service to berendered and the related payment terms. We consider revenue to be determinable when theproduct or service has been delivered or rendered in accordance with the applicable agreement.Revenue recognition depends on product type, as described in ‘‘—Critical Accounting Policies—Revenue recognition’’.

Agency and principal models

We make our flight and non-flight products available primarily through two business models:the agency model and the principal model:

• Under the agency model, we act as agent and not as primary obligor of the arrangement,neither bearing any inventory nor any other financial risk. The agency model applies to thesubstantial majority of our products and, therefore, of our Bookings. As agent, we enabletravelers to book flight and non-flight products we source from travel suppliers and inrespect of such bookings, we are either (a) the full agent of record, in which case wecharge and receive payment for the full amount of the booking from the customer and paythe net price of the travel product to our travel suppliers at a later date, or (b) the agent ofrecord only in respect of the service fees we charge to the customer, in which case theremaining part of the booking value is transacted and charged to the customer directly byour travel suppliers. Whether we act as full agent of record or agent of record only inrespect of the service fees we charge to the customer, we record our revenue on a ‘‘net’’basis, representing the service fees (which is the total difference between the price at whichwe source a product and sell that product to a customer, which difference includes, amongother components, any mark-up to the price at which we source a product and fees that wecharge customers in connection with a booking) we earn. We also act as a ‘‘pure’’intermediary whereby we serve as a click-through and pass reservations made by thecustomer on to the relevant travel supplier (in particular with respect to standalone hotel andrental car products offered by our white label sourcing partners as well as with respect tovacation packages offered in Germany), or perform certain limited intermediary functionswith respect to such reservations. On such ‘‘pure’’ intermediary transactions, we are not theagent of record in respect of any amounts paid by the customer and our revenue consistssolely of commissions and incentives from travel suppliers and/or GDS service providers.Depending on the specific agency role that we perform, we provide varying degrees ofsupport, if any, to the customer once the booking has been secured.

• Under the principal model, we act as principal in respect of a transaction by purchasinginventory for resale or otherwise acting as the primary obligor of the arrangement and incurinventory and other financial risk in connection with our products. In each case, revenuerepresents the total amount paid by our customers for such products and services and werecognize such revenue on a ‘‘gross’’ basis. The cost of procuring the relevant products

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sold to our customers for which we act as principal is accounted for as ‘‘supplies’’. We actas principal in respect of certain charter flights, conferences and events and, to a lesserextent, vacation packages.

For more information, see ‘‘—Critical Accounting Policies—Revenue recognition’’.

Supplies

Supplies relates to the cost of procuring products sold to our customers under the principalmodel. For some of these products, we purchase inventory in order to enjoy special negotiatedrates or we bear certain financial risk on the bookings (such as cancellation). The cost of procuringsuch products sold to our customers is reflected on our income statement as ‘‘supplies’’. To date,the products for which we bear inventory risk or other financial risks are certain charter flights,conferences and events and, to a lesser extent, vacation packages.

Personnel expenses

Personnel expenses primarily consist of wages and salaries, employee welfare expenses,contributions to mandatory retirement funds as well as other expenses related to the payment ofretirement benefits, and other employee benefits. In addition, personnel expenses include personnelcosts relating to IT development projects to the extent they are not capitalized.

Other operating expenses

Other operating expenses primarily consist of marketing expenses, credit card processingcosts, chargebacks on fraudulent transactions, IT costs relating to the development andmaintenance of our technology, GDS search costs and fees paid to our outsourcing serviceproviders, such as outsourced call centers or IT services. Our marketing expenses comprisecustomer acquisition costs (such as paid search costs, metasearch costs and other promotionalcampaigns) and commissions due to agents and white label distribution partners. A large portion ofour other operating expenses are variable costs, either because they are directly related to thenumber of transactions processed through us or because they result from discretionary decisionsfrom our management.

Depreciation and amortization and profit/loss on disposals of non-current assets

Depreciation and amortization and profit/loss on disposals of non-current assets consistsprimarily of depreciation expense recorded on property and equipment, such as computers andoffice furniture, fixtures and equipment, leasehold improvements and IT hardware and capitalized ITcosts and includes any impairment we recognize. Amortization consists primarily of amortizationrecorded on intangible assets, such as software, licenses and trademarks and domains. Impairmentconsists primarily of impairment recorded on intangible assets, such as brands and customerrelationships. See ‘‘—Key Factors Affecting Our Results of Operations—Goodwill, other intangibleassets and impairments’’.

Financial result

Financial result is the income from financing activities less interest expense on our debt, otherfinancing costs and bank charges.

Comparison of Results of Operations

The following is a discussion of our key operating metrics and results of operations comparingthe nine months ended December 31, 2013 and December 31, 2012 and the years endedMarch 31, 2013 and March 31, 2012.

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Comparison of the nine months ended December 31, 2013 and December 31, 2012

Key Operating Metrics

The following table sets forth certain of our key operating metrics for the nine months endedDecember 31, 2013 and December 31, 2012.

For the ninemonthsended

December 31,2013 2012 Change

(unaudited) (%)(in thousand g,

unless otherwisestated)

Bookings(1)(2) (in thousand)Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,402 4,025 9.4%Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,859 2,275 25.7%

Total Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,261 6,300 15.3%


Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,547 176,216 10.4%Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,359 91,928 27.7%

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,906 268,144 16.3%

Recurring EBITDA(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,820 80,382 10.5%EBITDA(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,189 72,220 12.4%Recurring EBITDA Margin(5) (% of Revenue Margin) . . . . . . . . . . . . . 28.5% 30.0% (5.0)%


(2) For the nine months ended December 31, 2013 and 2012, Bookings and Revenue Margin attributable to Go Volo havebeen allocated between the Core and Expansion segments according to the country of booking.


(4) We define EBITDA, which is a non-GAAP measure, as profit/(loss) before financial and similar income and expenses,income tax and depreciation and amortization and profit/loss on disposals of non-current assets. We define RecurringEBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company before financial and similarincome and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets,certain share-based compensation, expenses related to the Combination and other income and expense items whichare considered by management to not be reflective of our ongoing operations. See ‘‘Presentation of Financial andOther Data—Non-GAAP Measures’’.

(5) Recurring EBITDA Margin, which is a non-GAAP measure, is Recurring EBITDA divided by Revenue Margin.

Bookings

Bookings increased by 1.0 million, or 15.3%, to 7.3 million in the nine months endedDecember 31, 2013, from 6.3 million in the nine months ended December 31, 2012, principally dueto the significant increase in Bookings following the implementation of the One Platform, whichincreased our access to inventory.

Bookings of both flight and non-flight products increased in the period under review. Bookingsof flight products increased by 0.8 million, or 14.2%, to 6.5 million in the nine months endedDecember 31, 2013, from 5.7 million in the nine months ended December 31, 2012, principally duethe implementation of the One Platform as described above as well as our improved marketingstrategy to sustain volume growth. Bookings of non-flight products increased by 0.1 million, or25.1%, to 0.7 million in the nine months ended December 31, 2013, from 0.6 million in the ninemonths ended December 31, 2012, principally due the implementation of our new arrangement withour principal white label sourcing partners which increased our access to inventory of non-flight

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products such as hotels and rental cars. Overall, the mix of flight and non-flight product Bookingsremained approximately stable between December 2013 and December 2012 at 90% for flightBookings and 10% for non-flight Bookings.

Core segment. In the Core segment, Bookings increased by 0.4 million, or 9.4%, to4.4 million in the nine months ended December 31, 2013 from 4.0 million in the nine months endedDecember 31, 2012, principally due to the positive impact on Bookings of the implementation of theOne Platform, which has a particularly pronounced effect in our French market as well as thegeneral recovery of the Spanish market.

Expansion segment. In the Expansion segment, Bookings increased by 0.6 million, or 25.7%,to 2.9 million in the nine months ended December 31, 2013 from 2.3 million in the nine monthsended December 31, 2012, principally due to the good trading performance in the United Kingdomnotably due to the implementation of the One Platform as well as the increase in Bookings incountries outside of our main European countries (for example, Australia, Portugal and the UnitedStates).

Revenue Margin

Revenue Margin mainly consists of service fees (which is the total difference between the priceat which we source a product and sell that product to a customer, which difference includes,among other components, any mark-up to the price at which we source a product and fees that wecharge customers in connection with a booking) and revenue from insurance sales, as well asincentive payments and commissions received from suppliers and from our GDS service providers,principally under the Amadeus contract. In addition, Revenue Margin in the nine months endedDecember 31, 2013 also included e11.4 million of advertising and meta click-out revenue (ninemonths ended December 31, 2012: e6.1 million), of which e2.8 million corresponds to the threemonths of metasearch click-out revenue following the Liligo Acquisition, and e8.6 million of othersources of revenue compared (nine months ended December 31, 2012: e6.1 million).

Revenue Margin increased by e43.8 million, or 16.3%, to e311.9 million in the nine monthsended December 31, 2013, from e268.1 million in the nine months ended December 31, 2012,principally due to the significant increase in Bookings of 15.3%, as described above under‘‘—Booking’’, and a slight increase in Revenue Margin per Booking over the period.

Core segment. In the Core segment, Revenue Margin increased by e18.3 million, or 10.4%,to e194.5 million in the nine months ended December 31, 2013, from e176.2 million in the ninemonths ended December 31, 2012, principally due to the increase in Bookings by 9.4%, asRevenue Margin per Booking remained approximately stable over the period.

Expansion segment. In the Expansion segment, Revenue Margin increased by e25.4 million,or 27.7%, to e117.4 million in the nine months ended December 31, 2013 from e91.9 million in thenine months ended December 31, 2012, principally due to the increase in Bookings by 25.7%, asRevenue Margin per Booking remained approximately stable over the period.

Revenue Margin by product type. The following table sets forth the Revenue Margingenerated by our flight and non-flight businesses for the nine months ended December 31, 2013and December 31, 2012.

For the nine months endedDecember 31,

2013 2012 Change(unaudited) (%)

(in thousand g or % of total)Revenue Margin(1)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,224 80.5% 215,144 80.2% 16.8%Non-flight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,683 19.5% 53,001 19.8% 14.5%

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . 311,906 100.0% 268,144 100.0% 16.3%


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Revenue Margin generated by our flight business increased by e36.1 million, or 16.8%, toe251.2 million in the nine months ended December 31, 2013, from e215.1 million in the ninemonths ended December 31, 2012, principally due to the positive impact of the One Platformimplementation on our Bookings of flight products (which increased by 14.2%), and an ability toincrease flight volumes in our expansion geographies, as well as a 2.2% increase in RevenueMargin per Booking principally as a result of higher services fees earned.

Revenue Margin generated by our non-flight business increased by e7.7 million, or 14.5%, toe60.7 million in the nine months ended December 31, 2013, from e53.0 million in the nine monthsended December 31, 2012, principally due a 25.1% increase in our Bookings principally due to thepositive effect on our non-flight product Bookings of our new white label sourcing partnerships andan ability to increase non-flight volumes in our expansion geographies, partly offset by a 8.5%decrease in our Revenue Margin per Booking for non-flight products, principally as a result ofchange in product mix with a higher portion of lower margin hotels and cars as opposed tovacation packages and Dynamic Packages. This has been partly offset by increased RevenueMargin generated by Liligo, which does not generate Bookings, but whose Revenue Margin isincluded within Revenue Margin per non-flight Booking.

Revenue Margin by source. We earn our Revenue Margin from our customers, suppliers andadvertising and meta click-outs. The following table sets forth our Revenue Margin by source for thenine months ended December 31, 2013 and December 31, 2012.

For the nine months endedDecember 31,

2013 2012(1) Change(unaudited) (%)

(in thousand g or % of total)Revenue Margin(2)

from customers . . . . . . . . . . . . . . . . . . . . . . . . . 223,446 71.6% 192,815 71.9% 15.9%from suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . 77,062 24.7% 69,228 25.8% 11.3%from advertising and meta click-outs . . . . . . . . . . 11,398 3.7% 6,101 2.3% 86.8%

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . 311,906 100.0% 268,144 100.0% 16.3%

(1) Respective percentages for the three months ended December 31, 2013 are: Revenue Margin from customers: 70.0%,Revenue Margin from suppliers: 24.0%, Revenue Margin from advertising and meta click-outs: 6.0%. These numbersrefer to GTF and its consolidated subsidiaries, as the Company does not have historical quarterly information andaccordingly cannot present its consolidated financial information as of the quarter-ends indicated. GTF is a whollyowned subsidiary of eDreams ODIGEO which directly or indirectly controls all of our operating companies. Ourmanagement regards the consolidated information of GTF as of the quarter-end indicated as indicative of theconsolidated information of the Company as of the quarter-end indicated.


Revenue Margin from customers increased by e30.6 million, or 15.9%, to e223.4 million in thenine months ended December 31, 2013, from e192.8 million in the nine months endedDecember 31, 2012, principally due to the 15.3% increase in Bookings, as Revenue Margin perBooking from customers remained approximately stable. This reflects a product mix effect, as theincrease in service fees, notably on flight bookings, was partly offset by lower customer revenue onnon-flight bookings. The implementation of our new white label sourcing arrangements adverselyaffected our Revenue Margin per Booking from customers because under these arrangements weonly earn revenue from suppliers and accordingly Revenue Margin per Booking from customers inrespect of non-flight products decreased. Service fees per flight Booking increased by e2.2, or9.5%, to e25.3 in the nine months ended December 31, 2013, from e23.1 in the nine months endedDecember 31, 2012, principally due to our ability to increase service fees while offering the bestall-in price to customers.

Revenue Margin from suppliers increased by e7.8 million, or 11.3%, to e77.1 million in thenine months ended December 31, 2013, from e69.2 million in the nine months endedDecember 31, 2012, principally due to the 15.3% increase in Bookings which was partly offset by a

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lower Revenue Margin per Booking from suppliers notably due to the higher proportion of DirectConnect products over the period compared to the same period last year.

Revenue Margin from advertising and meta click-outs increased by e5.3 million, or 86.8%, toe11.4 million in the nine months ended December 31, 2013, from e6.1 million in the nine monthsended December 31, 2012, principally due to higher advertising revenue combined with the impactof the Liligo Acquisition, which generated e2.8 million revenue in the three months endedDecember 31, 2013.

Recurring EBITDA

Recurring EBITDA increased by e8.5 million, or 10.6%, to e88.8 million in the nine monthsended December 31, 2013 from e80.4 million in the nine months ended December 31, 2012,principally due to the increase in Revenue Margin. This was partly offset by higher marketingexpenditures and merchant costs principally driven by strategic marketing measures to increase ourgrowth and further increased expenditures in respect of our operating infrastructure, in particularhigher IT and personnel costs to support our growth strategy.

We analyze our costs in two categories, as set forth in the following table for the nine monthsended December 31, 2013 and December 31, 2012:

For the ninemonths endedDecember 31,2013 2012 Change

(unaudited) (%)(in thousand g)

Variable Costs(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,800 148,214 20.6%Fixed Costs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,286 39,548 12.0%



Variable Costs. Variable Costs increased by e30.6 million, or 20.6%, to e178.8 million in thenine months ended December 31, 2013 from e148.2 million in the nine months endedDecember 31, 2012, principally as a result of the increase in Bookings combined with highervariable costs per Booking. Variable Costs per Booking increased by 4.7% from e23.5 in the ninemonths ended December 31, 2012 to e24.6 in the nine months ended December 31, 2013,principally as a result of higher marketing expenditures per Booking combined with a higherproportion of full agent of record Bookings which generated higher merchant costs.

Fixed Costs. Fixed Costs increased by e4.7 million, or 12.0%, to e44.3 million in the ninemonths ended December 31, 2013 from e39.5 million in the nine months ended December 31,2012, principally due to higher personnel costs and IT costs to support our growth strategy. FixedCosts per Booking decreased by 2.8% from e6.3 in the nine months ended December 31, 2012 toe6.1 in the nine months ended December 31, 2013 principally due to scale effect.

EBITDA

EBITDA increased by e9.0 million, or 12.5%, to e81.2 million in the nine months endedDecember 31, 2013, from e72.2 million in the nine months ended December 31, 2012, principallydue to the factors discussed under ‘‘—Recurring EBITDA’’ above and lower non-recurring costs,which decreased by e0.5 million.

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Results of Operations

The following table sets forth our results of operations in the nine months endedDecember 31, 2013 and December 31, 2012.

For the ninemonths endedDecember 31

2013 2012 Change(unaudited) (%)

(in thousand g)Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,957 355,698 0.1%Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,051) (87,554) (49.7)%

Revenue Margin(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,906 268,144 16.3%

Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,044) (45,784) 9.3%Other operating expenses (including non-recurring)(2) . . . . . . . . . . (180,673) (150,140) 20.3%Depreciation and amortization, impairment and profit/(loss) on

disposals of non-current assets (net) . . . . . . . . . . . . . . . . . . . . (31,687) (17,351) 82.6%

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869 (9.8)%

Financial result(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,953) (45,547) 3.1%

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,549 9,322 (72.7)%

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,677) (7,212) 61.9%Income/(loss) of associates accounted for using equity method . . . — (32) (100.0)%

Non-controlling interest—result . . . . . . . . . . . . . . . . . . . . . . . . . . — 68 (100.0)%

Profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,128) 2,178 n/a


(2) Other operating expenses include: (i) other recurring operating expenses in the amount of e178.9 million ande147.5 million in the nine months ended December 31, 2013 and 2012, respectively; and (ii) other non-recurringexpenses in the amount of e1.8 million and e2.6 million in the nine months ended December 31, 2013 and 2012,respectively. See ‘‘Note 8—Other operating income/(expense)’’ and ‘‘Note 9—Non-recurring income/(expense)’’ to ourConsolidated Interim Financial Statements.

(3) Financial result includes: (i) financial cost of e45.1 million and e41.2 million in the nine months ended December 31,2013 and 2012, respectively; (ii) financial income of e0.1 million and e0.3 million in the nine months endedDecember 31, 2013 and 2012, respectively; and (iii) other financial income/(expenses) of e2.0 million and e4.6 millionin the nine months ended December 31, 2013 and 2012, respectively. See ‘‘Note 10—Financial Result’’ to ourConsolidated Interim Financial Statements.

Revenue

Revenue includes the net value of products sold under the agency model as well as the grossvalue of products sold under the principal model, for example, charter flights.

Revenue increased by e0.3 million, or 0.1%, to e356.0 million in the nine months endedDecember 31, 2013 from e355.7 million in the nine months ended December 31, 2012, principallydue to higher Bookings resulting from the positive impact of the implementation of the One Platformand the growth we experienced in our expansion geographies. Also see ‘‘—Key Operating Metric—Revenue Margin’’ above. This has beenpartly offset by the change in accounting of DynamicPackages sold by Opodo, which are no longer accounted on gross basis as a result in changes tothe terms and conditions. Since June 1, 2013, Opodo has acted as agent and no longer asprincipal. The impact of this change is that Opodo no longer recognizes revenue from the sale ofDynamic Packages (including revenue from the flight component thereof) on a gross basis (namely,the full sales value of the Dynamic Packages sold) but rather as an agent, which means that Opodorecognizes on a net basis. Accordingly, this has no impact on our reported Revenue Margin (whichis equal to our revenues less our supplies) but has reduced both our revenues and our cost of

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suppliers by the same amounts. See ‘‘—Principal Consolidated Income Statement Line Items—Revenue’’. Please refer to note 4 of our Condensed Interim Consolidated Financial Statements.

Supplies

Supplies costs decreased by e43.5 million, or 49.7%, to e44.1 million in the nine monthsended December 31, 2013 from e87.6 million in the nine months ended December 31, 2012,principally due to the change in accounting treatment of Dynamic Packages offered by Opodo asfrom June 1, 2013 described above.

Personnel expenses

Personnel expenses increased by e4.3 million, or 9.3%, to e50.0 million in the nine monthsended December 31, 2013 from e45.8 million in the nine months ended December 31, 2012,principally due to an increase in our headcount, relating mainly to the strengthening of the ITteams, the creation of corporate sales team for the development of the corporate travel business,as well as higher non-recurring costs related to our existing long-term incentive plan.


Other operating expenses, which consist of recurring other operating expenses andnon-recurring other operating expenses, increased by e30.6 million, or 20.3%, to e180.7 million inthe nine months ended December 31, 2013 from e150.1 million in the nine months endedDecember 31, 2012.

Recurring other operating expenses principally consist of (i) variable costs, such as marketingexpenses, call center costs, credit card expenses and chargeback costs, and (ii) fixed costs, suchas, among others, IT-related expenditures, rent, external fees and media costs, partly offset bycapitalization of IT project expenses. Recurring other operating expenses increased bye31.3 million, or 21.2%, to e178.9 million in the nine months ended December 31, 2013 frome147.5 million in the nine months ended December 31, 2012, principally due to the higher level ofmarketing expenses to support growth, as well as higher merchant costs in relation with theincrease in level of Bookings as well as a higher proportion of full agent of record bookings.

Non-recurring other operating expenses decreased by e0.8 million, or 30.8%, to e1.8 million inthe nine months ended December 31, 2013 from e2.6 million in the nine months endedDecember 31, 2012, principally due to lower integration costs as well as severance and terminationcosts. In the nine months ended December 31, 2013, non-recurring other operating expensesprimarily consisted of e1.3 million of integration-related fees. In the nine months endedDecember 31, 2012, non-recurring other operating expenses primarily consisted of e1.7 million ofintegration-related fees, e0.3 million of contract termination fees and e0.3 million of resultsgenerated by Opodo Tours prior to its disposal.

Depreciation and amortization, impairment and profit/loss on disposals of non-current assets(net)

Depreciation and amortization, impairment and profit/loss on disposals of non-current assets(net) increased by e14.3 million, or 82.6%, to e31.7 million in the nine months ended December 31,2013 from e17.4 million in the nine months ended December 31, 2012, principally due to theimpairment of the GoVoyages brand of e11.4 million and due to an increase in the level of ITcapitalization driving higher depreciation and amortization, as well as PPA related amortizationnotably relating to the former IT technology of Opodo.

Operating profit/(loss)

As a result of the foregoing factors, operating profit decreased by e5.4 million, or 9.8%, toe49.5 million in the nine months ended December 31, 2013 from e54.9 million in the nine monthsended December 31, 2012.

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Financial result

Financial result decreased by e1.4 million, or 3.1%, to a loss of e47.0 million in the ninemonths ended December 31, 2013 from a loss of e45.5 million in the nine months endedDecember 31, 2012, principally due to the difference between the 2018 Notes interest expensesand the former Senior Credit Facility interest expense.

Profit/(loss) before tax

Profit before tax decreased by e6.7 million, or 72.7%, to a gain of e2.5 million in the ninemonths ended December 31, 2013 from a gain of e9.3 million in the nine months endedDecember 31, 2012.

Income tax

Current tax expense increased by e4.2 million to e10.1 million in the nine months endedDecember 31, 2013 compared to a tax expense of e5.9 million in the nine months endedDecember 31, 2012, principally due to an increase of the profits of the Spanish tax group as well ascatch-up payment in respect of the US tax group.

Deferred tax expense increased by e0.3 million to e1.6 million in the nine months endedDecember 31, 2013 compared to a tax expense of e1.4 million in the nine months endedDecember 31, 2012. This difference is a mix of increasing and decreasing items and principallyconcerns the use of Opodo’s tax losses as well as the effect of non-deductibility of part of theinterest expense in Spain, mitigated by the impact of the change in tax rate related to the Opodo’sintangible assets recognized according to PPA as well as the reversal of the deferred tax liabilityrelated to the impairment of the Go Voyages brand.

Profit/(loss)

As a result of the foregoing factors, our business generated a loss of e9.1 million in the ninemonths ended December 31, 2013, compared to a gain of e2.2 million in the nine months endedDecember 31, 2012.

Comparison of the years ended March 31, 2013 and March 31, 2012

Key Operating Metrics

The following table sets forth certain of our key operating metrics for the years endedMarch 31, 2013 and March 31, 2012. The table includes certain Unaudited Aggregated FinancialInformation for the year ended March 31, 2012 to assist potential investors’ understanding of ourresults for the year ended March 31, 2013 compared to our results for the year ended March 31,2012. The Unaudited Aggregated Financial Information for the year ended March 31, 2012 ispresented for illustrative purposes only and does not purport to present what our results would

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actually have been had the Opodo Acquisition occurred on April 1, 2011 instead of June 30, 2011.See ‘‘Unaudited Aggregated Financial Information for the Year Ended March 31, 2012’’.

Actual ChangeAggregatedChange (actualFor the year For the year(actual 2013 2013 vs.ended March 31, ended March 31,vs. aggregated

2013 2012 actual 2012) 2012(1) 2012)(unaudited, (unaudited,

unless otherwise unless otherwisestated) stated)

(in thousand g, (in thousand g,unless otherwise unless otherwise

stated) (%) stated) (%)Bookings(2)(3) (in thousand)

Core . . . . . . . . . . . . . . . . 5,640 5,376 4.9% 5,657 (0.3)%Expansion . . . . . . . . . . . . 3,088 2,354 31.2% 2,835 8.9%

Total Bookings . . . . . . . . . . 8,728 7,730 12.9% 8,493 2.8%


(unaudited)Core . . . . . . . . . . . . . . . . 250,038 231,400 8.1% 243,075 2.9%Expansion . . . . . . . . . . . . 122,948 88,303 39.2% 107,957 13.9%

Total Revenue Margin . . . . . 372,986 319,703 16.7% 351,032 6.3%

Recurring EBITDA(5) . . . . . . 108,431 95,434 13.6% 107,334 1.0%EBITDA(5) . . . . . . . . . . . . . . 96,981 59,709 62.4% 71,265 36.1%Recurring EBITDA Margin(6)

(% of Revenue Margin) . . 29.1% 29.9% 30.6%



(3) For the years ended March 31, 2013 and 2012, the Core segment includes all Bookings and Revenue Marginattributable to Go Volo irrespective of the location at which the booking was made.


(5) We define EBITDA, which is a non-GAAP measure, as profit/(loss) before financial and similar income and expenses,income tax and depreciation and amortization and profit/loss on disposals of non-current assets. We define RecurringEBITDA, which is a non-GAAP measure, as profit/(loss) attributable to the parent company before financial and similarincome and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets,certain share-based compensation, expenses related to the Combination and other income and expense items whichare considered by management to not be reflective of our ongoing operations. See ‘‘Presentation of Financial andOther Data—Non-GAAP Measures’’.

(6) Recurring EBITDA Margin, which is a non-GAAP measure, is Recurring EBITDA divided by Revenue Margin.

Bookings

Bookings increased by 1.0 million, or 12.9%, to 8.7 million in the year ended March 31, 2013from 7.7 million in the year ended March 31, 2012, principally due to the Opodo Acquisition as wellas increased sales of Direct Connect flight products (reflecting the continued trend towards anincreasing proportion of Direct Connect flights in our product mix), multi-GDS flight products andnet fare flight products. Our geographical expansion into new markets (39 countries as of March 31,2013 compared to 29 countries as of March 31, 2012) and higher volumes of travel products soldin certain regions, in particular in France, the United Kingdom, the Nordics (albeit from a relativelylow base in the Nordics) and, to a lesser extent, in Italy. The increase in Bookings in the yearended March 31, 2013 was partly offset by lower sales in Spain and Germany, in particular in

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Spain, reflecting lower consumer demand principally due to adverse economic conditions in thosecountries.

Bookings of both flight and non-flight products increased in the period under review. Bookingsof flight products increased by 0.8 million, or 12.3%, to 7.9 million in the year ended March 31,2013, from 7.1 million in the year ended March 31, 2012, principally due to the Opodo Acquisitionas well as the introduction of Direct Connect, multi-GDS and net fare flight products through theeDreams, Opodo and GoVoyages websites. Bookings of non-flight products increased by0.1 million, or 19.3%, to 0.8 million in the year ended March 31, 2013, from 0.7 million in the yearended March 31, 2012, principally due to the Opodo acquisition.

Core segment. In the Core segment, Bookings increased by 0.3 million, or 4.9%, to5.6 million in the year ended March 31, 2013 from 5.4 million in the year ended March 31, 2012,principally due to the Opodo Acquisition and higher volumes of travel products sold in France andto a lesser extent in Italy, which were partly offset by lower sales of products in Spain as describedabove.

Expansion segment. In the Expansion segment, Bookings increased by 0.7 million, or 31.2%,to 3.1 million in the year ended March 31, 2013 from 2.4 million in the year ended March 31, 2012,principally due to the Opodo Acquisition and our geographical expansion into new markets(36 countries in the Expansion segment as of March 31, 2013 compared to 26 countries as ofMarch 31, 2012) and higher volumes of products sold in the United Kingdom and Nordics, whichwas partly offset by lower sales of products in Germany.

Revenue Margin

Revenue Margin increased by e53.3 million, or 16.7%, to e373.0 million in the year endedMarch 31, 2013, from e319.7 million in the year ended March 31, 2012, principally due to theOpodo Acquisition, as well as the higher sales volumes as described above under ‘‘—Bookings’’and a higher average Revenue Margin per Booking. Our higher average Revenue Margin perBooking was principally a result of higher service fees and insurance revenue from our customersdespite an unfavorable change in product mix reflecting an increased proportion of Direct Connectflights compared to flights sourced via GDSs as described below.

Core segment. In the Core segment, Revenue Margin increased by e18.6 million, or 8.1%, toe250.0 million in the year ended March 31, 2013, from e231.4 million in the year ended March 31,2012, principally due to the Opodo Acquisition as well as the higher sales volumes as describedabove under ‘‘—Bookings’’ and a higher average Revenue Margin per Booking, principally due tohigher service fees and higher sales of insurance especially in France. These increases were partlyoffset by a higher proportion of sales of Direct Connect flight products leading to a lower averageRevenue Margin per Booking, and a lower proportion of charter flights sold in France.

Expansion segment. In the Expansion segment, Revenue Margin increased by e34.6 million,or 39.2%, to e122.9 million in the year ended March 31, 2013 from e88.3 million in the year endedMarch 31, 2012, principally due to the Opodo Acquisition as well as higher sales volumes asdescribed above under ‘‘—Bookings’’ as well as a higher average Revenue Margin per Bookingdue to higher service fees and, to a lesser extent, higher sales of insurance and non-travel productssuch as advertising. These increases were partly offset by a higher proportion of Direct Connectflight products leading to a lower average Revenue Margin per Booking.

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Revenue Margin by product type. The following table sets forth the Revenue Margingenerated by our flight and non-flight businesses for the years ended March 31, 2013 andMarch 31, 2012.

For the year ended March 31,2013 2012 Change

(unaudited) (%)(in thousand g or % of total)

Revenue Margin(1)

Flight . . . . . . . . . . . . . . . . . . . . . . . . . . . 305,211 81.8% 259,867 81.3% 17.4%Non-flight . . . . . . . . . . . . . . . . . . . . . . . . 67,775 18.2% 59,835 18.7% 13.3%

Total Revenue Margin . . . . . . . . . . . . . . . . . 372,986 100.0% 319,703 100.0% 16.7%


Revenue Margin generated by our flight business increased by e45.3 million, or 17.4%, toe305.2 million in the year ended March 31, 2013, from e259.9 million in the year ended March 31,2012, principally due to a 12.3% increase in Bookings (notably following the Opodo Acquisition)combined with a 4.6% increase in the Revenue Margin per Booking from e36.7 per Booking for theyear ended March 31, 2012 to e38.4 per Booking for the year ended March 31, 2013, principally asa result of higher service fees per flight bookings as well as higher insurance revenue following theimplementation of a group contract. This has been partly offset by lower airline commissions onflight products and a lower proportion of sales of charter flights which carry a higher margin thanour network or low-cost carrier flight products. The increase in sales of Direct Connect flightproducts (partly as a result of customers looking for cheaper flight options as a result of theadverse economic conditions in Europe) contributed to the growth of Bookings but did not cause aproportional increase in our Revenue Margin because Direct Connect flight products provide alower average Revenue Margin per Booking as a result of no supplier commissions being paid andno GDS incentives being received, in most cases, on Direct Connect flight products.

Revenue Margin generated by our non-flight business increased by e7.9 million, or 13.3%, toe67.8 million in the year ended March 31, 2013, from e59.8 million in the year ended March 31,2012, principally due to a 19.3% increase in Bookings (notably following the Opodo Acquisition)and partly offset by a 5.1% decrease in the Revenue Margin per Booking from e91.7 per Bookingfor the year ended March 31, 2012 to e87.0 per Booking for the year ended March 31, 2013,principally as a result of a change in product mix.

Revenue Margin by source. We earn our Revenue Margin from our customers, suppliers andadvertising and meta click-outs. The following table sets forth our Revenue Margin by source for theyears ended March 31, 2013 and March 31, 2012.

For the year ended March 31,2013 2012 Change

(unaudited) (%)(in thousand g or % of total)

Revenue Margin(1)

from customers . . . . . . . . . . . . . . . . . . . . 265,443 71.2% 220,258 68.9% 20.5%from suppliers . . . . . . . . . . . . . . . . . . . . . 99,245 26.6% 91,668 28.7% 8.3%from advertising and meta click-outs . . . . . 8,298 2.2% 7,777 2.4% 6.7%

Total Revenue Margin . . . . . . . . . . . . . . . . . 372,986 100.0% 319,703 100.0% 16.7%


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Revenue Margin from customers increased by e45.2 million, or 20.5%, to e265.4 million in theyear ended March 31, 2013, from e220.3 million in the year ended March 31, 2012, principally dueto the impact of the Opodo Acquisition as well as the increase in volumes. Revenue margin perBooking increased by 6.7% from e28.5 for the year ended March 31, 2012 to e30.4 for the yearended March 31, 2013. The increase in Revenue Margin per Booking was largely attributable to thee1.2 increase in insurance Revenue per Booking following the roll-out of our new insurancesupplier, as well as the 3.6% increase in service fees per flight Booking to e23.10 in the year endedMarch 31, 2013 from e22.30 in the year ended March 31, 2012, which was driven by our ability toprovide lower all-in prices to customers.

Revenue Margin from suppliers increased by e7.6 million, or 8.3%, to e99.2 million in the yearended March 31, 2013, from e91.7 million in the year ended March 31, 2012, principally due to theimpact of the Opodo Acquisition.

Revenue Margin from advertising and meta click-outs increased by e0.5 million, or 6.7%, toe8.3 million in the year ended March 31, 2013, from e7.8 million in the year ended March 31, 2012,principally due to the impact of the Opodo Acquisition.

Recurring EBITDA

Recurring EBITDA increased by e13.0 million, or 13.6%, to e108.4 million in the year endedMarch 31, 2013 from e95.4 million in the year ended March 31, 2012, principally due to the OpodoAcquisition and to the higher Revenue Margin achieved in the year ended March 31, 2013. Thisincrease was partly offset by higher marketing expenditures and merchant costs principally drivenby tactical marketing measures to increase our growth and further increased expenditures inrespect of our operating infrastructure, in particular on our common IT platform, call centers andhigher personnel costs to support our growth strategy.

We analyze our costs in two categories, as set forth in the following table for the year endedMarch 31, 2013 and March 31, 2012:

For the yearended

March 31,2013 2012 Change


Variable Costs(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,197 172,166 22.1%

Fixed Costs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,358 52,103 4.3%



Variable Costs. Variable Costs increased by e38.0 million, or 22.1%, to e210.2 million in theyear ended March 31, 2013 from e172.2 million in the year ended March 31, 2012, principally dueto the Opodo Acquisition as well as higher acquisition costs to sustain the volume growth. VariableCosts per Booking increased by 8.1% from e22.3 in the year ended March 31, 2012 to e24.1 in theyear ended March 31, 2013, principally as a result of higher marketing expenditures per Bookingcombined with a higher proportion of full agent of record bookings which generate more merchantcosts.

Fixed Costs. Fixed Costs increased by e2.3 million, or 4.3%, to e54.3 million in the yearended March 31, 2013 from e52.1 million in the year ended March 31, 2012, principally due to theOpodo Acquisition. Fixed Costs per Booking decreased by 7.6% from e6.7 in the year endedMarch 31, 2012 to e6.2 in the year ended March 31, 2013, principally as a result of scale effect.

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EBITDA

EBITDA increased by e37.3 million, or 62.4%, to e97.0 million in the year ended March 31,2013, from e59.7 million in the year ended March 31, 2012, principally due to the OpodoAcquisition and the factors discussed under ‘‘—Recurring EBITDA’’ above and lower othernon-recurring costs in the year ended March 31, 2013 compared with the year ended March 31,2012. These primarily comprised lower non-recurring costs related to the Opodo Acquisition and itsintegration partly offset by higher non-recurring personnel costs in the year ended March 31, 2013relating to our long-term incentive plan for our employees.

Results of Operations

The following table sets forth our results of operations in the year ended March 31, 2013 andMarch 31, 2012. The table includes certain Unaudited Aggregated for the year ended March 31,2012 Information to assist potential investors’ understanding of our results for the year endedMarch 31, 2013 compared to our results for the year ended March 31, 2012. The UnauditedAggregated for the year ended March 31, 2012 Information is presented for illustrative purposesonly and does not purport to present what our results would actually have been had the OpodoAcquisition occurred on April 1, 2011 instead of June 30, 2011. See ‘‘Unaudited AggregatedFinancial Information for the Year Ended March 31, 2012’’.

ActualChangeFor the year Change (actual 2013ended (actual 2013 vs.March 31 Aggregatedvs. actual aggregated

2013 2012 2012) 2012(1) 2012)(audited) (unaudited)

(%) (%)(in thousand g) (in thousand g)Revenue . . . . . . . . . . . . . . 479,549 423,543 13.2% 473,089 1.4%

Supplies . . . . . . . . . . . . . . (106,563) (103,840) 2.6% (122,057) (12.7%)

Revenue Margin(2) . . . . . . 372,986 319,703 16.7% 351,032 6.3%

Personnel expenses . . . . . . (61,171) (55,953) 9.3% (60,547) 1.0%Other operating

expenses (includingnon-recurring)(3) . . . . (214,834) (204,041) 5.3% (219,222) (2.0%)

Depreciation andamortization,impairment and profit/(loss) on disposals ofnon-current assets(net) . . . . . . . . . . . . . . (33,621) (43,846) (23.3%) (44,029) (23.6%)

Operating profit/(loss) . . . 63,360 15,863 299.4% 27,236 132.6%

Financial result(4) . . . . . . . . (83,096) (72,356) 14.8% (71,864) 15.6%

Income/(loss) ofassociates accountedfor using equitymethod . . . . . . . . . . . . (45)

Profit/(loss) before tax . . . (19,781) (56,493) (65.0%) (44,628) (55.7%)

Income tax . . . . . . . . . . . . (3,617) (7,763) (53.4%) (10,338) (65.0%)Non-controlling interest—

result . . . . . . . . . . . . . . . 68 — —

Profit/(loss) . . . . . . . . . . . (23,330) (64,256) (63.7%) (54,967) (57.6%)


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(3) Other operating expenses include: (i) other recurring operating expenses in the amount of e211.6 million ande174.2 million in the year ended March 31, 2013 and 2012, respectively; and (ii) other non-recurring expenses in theamount of e3.2 million and e29.8 million in the year ended March 31, 2013 and 2012, respectively. See ‘‘Note 10—Other operating income/(expense)’’ and ‘‘Note 11—Non-recurring income/(expense)’’ to our Consolidated AnnualFinancial Statements.

(4) Financial result includes: (i) financial cost of e72.8 million and e69.3 million in the years ended March 31, 2013 and2012, respectively; (ii) financial income of e0.05 million and e0 in the years ended March 31, 2013 and 2012,respectively; and (iii) other financial expenses of e10.3 million and e3.0 million in the years ended March 31, 2013 and2012, respectively. See ‘‘Note 12—Financial Result’’ to our Consolidated Annual Financial Statements.

Revenue

Revenue increased by e56.0 million, or 13.2%, to e479.5 million in the year ended March 31,2013 from e423.5 million in the year ended March 31, 2012, principally due to the OpodoAcquisition and (i) higher sales volumes resulting from our geographical expansion into newmarkets (39 countries as of March 31, 2013 compared to 29 countries as of March 31, 2012) aswell as higher sales volumes in countries where we have existing operations, in particular in France,the United Kingdom and the Nordics, partly offset by lower sales volumes in Spain and Germany,and Italy being flat, and (ii) additional revenue from service fees charged, and sales of insurance, toour customers; and, to a lesser extent, (iii) higher non-travel revenue, such as advertising andphone revenue. These impacts were partly offset by lower sales of charter flights.

Supplies

Supplies costs increased by e2.7 million, or 2.6%, to e106.6 million in the year endedMarch 31, 2013 from e103.8 million in the year ended March 31, 2012, principally due to additionalinventory bought following our expansion after the Opodo Acquisition partly offset by lower sales ofcharter flights.

Personnel expenses

Personnel expenses increased by e5.2 million, or 9.3%, to e61.2 million in the year endedMarch 31, 2013 from e56.0 million in the year ended March 31, 2012, principally due to the higheraverage number of employees and higher costs relating to our operations following our expansionafter the Opodo Acquisition and higher staff costs relating to (i) the strengthening of our in-housecall center operations in line with the growth of our operations, (ii) extended operating hours,(iii) the strengthening of the IT teams in charge of our One Platform project (the development of acommon IT platform for all our websites), (iv) expansion of our marketing teams to support ourgrowth strategy, and (v) higher non-recurring costs mostly related to the long-term incentive plan.


Other operating expenses, which consist of recurring other operating expenses andnon-recurring other operating expenses, increased by e10.8 million, or 5.3%, to e214.8 million in theyear ended March 31, 2013 from e204.0 million in the year ended March 31, 2012.

Recurring other operating expenses principally consist of (i) variable costs, such as marketingexpenses, call center costs, credit card expenses and chargeback costs, and (ii) fixed costs, suchas, among others, IT-related expenditures, rent, external fees and media costs, partly offset bycapitalization of IT project expenses. Recurring other operating expenses increased bye37.3 million, or 21.4%, to e211.6 million in the year ended March 31, 2013 from e174.2 million inthe year ended March 31, 2012, principally due to the Opodo Acquisition.

Non-recurring other operating expenses decreased by e26.6 million to e3.2 million in the yearended March 31, 2013 from e29.8 million in the year ended March 31, 2012, principally as a resultof most non-recurring expenses relating to the Combination being paid in the year ended March 31,2012. These included e22.1 million of transaction expenses related to the Opodo Acquisition andthe Combination, e2.5 million of consulting fees related to the Combination and e0.3 million ofcontract termination fees paid mostly in connection with the Combination. In the year ended

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March 31, 2013, non-recurring other operating expenses primarily consisted of e1.9 million ofconsulting fees, e0.5 million of contract termination fees paid as well as e0.3 million related to thetwo months of Opodo Tours losses.

Depreciation and amortization, impairment and profit/loss on disposals of non-currentassets (net)

Depreciation and amortization, impairment and profit/loss on disposals of non-current assets(net) decreased by e10.2 million, or 23.3%, to e33.6 million in the year ended March 31, 2013 frome43.8 million in the year ended March 31, 2012, principally due to the Combination andamortization charges on intangible assets as well as lower impairment charges on intangible assetsaccounted for the year ended March 31, 2013 (e9.3 million) as compared to the year endedMarch 31, 2012 (e21.4 million), in each case, recognized in the course of purchase price allocationsrelated to the Opodo Acquisition and the Combination. Whereas in the year ended March 31, 2012,the impairment charge was related to the GoVoyages brand impairment, in the year endedMarch 31, 2013, the impairment charge primarily related to the former Opodo IT technology(e6.7 million) and a GoVoyages customer relationship (e2.0 million).

Operating profit/(loss)

As a result of the foregoing factors, operating profit increased by e47.5 million to e63.4 millionin the year ended March 31, 2013 from e15.9 million in the year ended March 31, 2012.

Financial result

Finance loss increased by e10.7 million to a loss of e83.1 million in the year ended March 31,2013 from a loss of e72.4 million in the year ended March 31, 2012, principally due to the one-offreversal of e17.6 million capitalized interest expense relating to our senior debt that was repaid inthe year ended March 31, 2013 as well as the termination of certain derivatives related to such debt(e6.7 million), compared with the one-off reversal of e13.6 million of capitalized interest expenserelating to indebtedness of eDreams and GoVoyages that was repaid in the year ended March 31,2012 following the Opodo Acquisition.

Profit/(loss) before tax

Loss before tax decreased by e36.7 million to a loss of e19.8 million in the year endedMarch 31, 2013 from a loss of e56.5 million in the year ended March 31, 2012.

Income tax

Current tax expense decreased by e4.2 million to e3.6 million in the year ended March 31,2013 compared to a tax expense of e7.8 million in the year ended March 31, 2012, primarily due toincome tax payments partly offset by an income tax credit obtained by GoVoyages. Deferred taxincome increased by e9.9 million to a gain of e5.2 million in the year ended March 31, 2013compared to a tax expense of e4.7 million in the year ended March 31, 2012, principally due to theimpact of the refinancing of the former Senior Debt which was refinanced in January 2013.

Profit/(loss)

As a result of the foregoing factors, loss decreased by e41.0 million to a loss of e23.3 millionin the year ended March 31, 3013 from a loss of e64.3 million in the year ended March 31, 2012.

Liquidity and Capital Resources

Overview

To date, our liquidity needs have been met principally from cash flow from operations,including the cash generated by the effect of negative working capital, supplemented by borrowingsunder our revolving credit facility under the Revolving Credit Facility Agreement as required andother bank borrowings. For the Opodo Acquisition and costs associated with the Combination, acombination of equity and debt financing was used, including the proceeds from the offering of the2019 Notes and Convertible Subordinated Shareholder Bonds.

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Our business model benefits from a structurally negative working capital because under boththe principal and the full agent of record model we generally receive cash from travelers at the timeof booking and we pay travel suppliers generally within a few weeks after completing thetransaction. Therefore, under each model (and with the exception of commissions received from ourwhite label sourcing partners and fees paid by travel suppliers in connection with our metasearchactivities), we generally receive cash from the travelers prior to paying suppliers, and this favorableoperating cycle represents a working capital source of cash. However, the increased proportion ofsales of Direct Connect reduces the extent of our negative working capital as customers of DirectConnect products typically pay the Direct Connect provider directly at the time of booking.

We have experienced a strong operating free cash flow conversion (defined as (RecurringEBITDA-Capital Expenditures)/Recurring EBITDA) of 84.6% in the year ended March 31, 2013 (forthis ratio, Capital Expenditures excludes any financial investment (e1.6 million in the year endedMarch 31, 2013)). This solid result was achieved in spite of the significant investments made duringthe same period, including the completion of the integration of our core booking engines andsystems for flights, hotels, rental cars and advertising sales; the ongoing integration of our front,middle- and back-offices; and the ongoing introduction of Dynamic Packages, all of which weighedon operating cash flow generation.

Within our working capital, trade and other receivables primarily comprise commissions,incentives or other payments due to us by travel suppliers and by trade and corporate customersand security deposits. Trade and other payables primarily comprise payables to our travel suppliers,metasearch companies that facilitate the distribution of our products and operators of websites onwhich we advertise, as well as employee-related and tax liabilities. The level of trade payablesmainly relates to the payment terms of our travel suppliers, which are generally due several weeksafter completing the transaction with our customer.

Our cash requirements have mainly been for funding operating expenses as well as capitalexpenditures such as IT infrastructure (in particular during the implementation of the One Platform),the growth of our business and the service of the debt incurred in connection with the OpodoAcquisition and the making of amortization payments thereon (in the year ended March 31, 2013,we paid e10.3 million in amortization payments, compared with e20.1 million in the year endedMarch 31, 2012). Following completion of the refinancing in January 2013, no further amortizationpayments are required.

Our business has significant seasonality of cash generation, with March usually being themonth in which we generate the most cash and December usually being the time of the year inwhich our cash is lowest.

Our cash and cash equivalents were e89.6 million at December 31, 2013 compared toe159.2 million as of March 31, 2013 and reflected the seasonality of our working capital. As ofJanuary 31, 2014, our cash and cash equivalents were e141.8 million and our net debt as perstatement of financial position was e346.4 million.

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The following sets forth an overview of our net debt (excluding the Convertible SubordinatedShareholder Bonds) as of the end of the quarters indicated below:

As of As of As of As of As of As of As of As of As of As of As of As ofDecember 31, September 30,(1) June 30,(1) March 31, December 31,(1) September 30,(1) June 30,(1) March 31, December 31,(1) September 30,(1) June 30,(1) April 1,(1)

2013 2012 2011

(in gmillion)Term Loan

Facilities(2) . . — — — — (314.7) (314.7) (324.8) (324.8) (340.0) (340.0) (340.0) (187.1)2019 Notes . . . (175.0) (175.0) (175.0) (175.0) (175.0) (175.0) (175.0) (175.0) (175.0) (175.0) (175.0) —2018 Notes . . . (325.0) (325.0) (325.0) (325.0) — — — — — — — —Revolving credit

facilities(3) . . . — — — — — — — — — — (43.3)(4) —Other debt and

financeleases(5) . . . . (2.4) (1.8) (1.9) (1.7) (0.5) (0.5) (0.6) (0.8) (1.0) (0.9) (0.8) (1.0)

Total financialliabilities . . . (502.4) (501.8) (501.9) (501.7) (490.1) (490.2) (500.4) (500.5) (516.0) (515.9) (559.2) (188.1)

Capitalizedinterests . . . (13.2) (11.6) (13.2) (11.6) (3.0) (7.6) (3.0) (7.6) (3.0) (8.1) (3.5) (3.4)

Financing costsandamortizations(6) 19.5 20.4 21.1 21.8 28.2 29.7 31.8 33.5 33.5 35.4 38.8 13.1

Overdraft . . . . (4.5) (0.1) (0.2) (0.0) (7.0) (6.8) (0.3) (0.1) (0.1) (0.1) (0.1) (0.1)Cash and cash

equivalents . . 89.6 127.4 139.4 159.2 86.8 106.8 121.4 119.4 62.1 85.1 149.5 72.1

Net debt (as perstatement offinancialposition) . . . (410.9) (365.8) (354.8) (332.4) (385.2) (368.1) (350.5) (355.3) (423.5) (403.6) (374.5) (106.4)

(1) Refers to GTF and its consolidated subsidiaries, as the Company does not have historical quarterly information and accordingly cannot present its consolidated financial information as ofthe quarter-ends indicated. GTF is a wholly owned subsidiary of eDreams ODIGEO which directly or indirectly controls all of our operating companies. Our management regards theconsolidated information of GTF as of the quarter-ends indicated as indicative of the consolidated information of the Company as of the quarter-ends indicated.

(2) Refers to the term loan facilities under our Senior Credit Facilities Agreement, which was terminated in January 2013.

(3) Refers to revolving credit facilities under our Revolving Credit Facility Agreement for the 2013 periods indicated and to the revolving credit facilities under our Senior Credit FacilitiesAgreement for the 2012 and 2011 periods indicated. See ‘‘—Description of Debt Arrangements’’.

(4) These drawdowns relate to certain amounts payable by us in connection with the Opodo Acquisition.

(5) Includes tax refund liability.

(6) Of the financing costs and amortizations, e3.0 million, e3.1 million, e3.3 million and e3.4 million related to financing costs associated with undrawn revolving credit facilities under ourRevolving Credit Facility Agreement as of December 31 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

Working capital statement

The Company is of the opinion that it has sufficient working capital in that it believes it has theability to access cash and other available liquid resources in order to meet its payment obligationsfalling due within the 12-month period following the date of this offering memorandum.

Cash Flows

The following is a discussion of our consolidated cash flows comparing the nine monthsended December 31, 2013 and December 31, 2012 and the years ended March 31, 2013 andMarch 31, 2012.

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Comparison of the nine months ended December 31, 2013 and December 31, 2012

The following table sets forth our consolidated cash flows in the nine months endedDecember 31, 2013 and December 31, 2012.

For the ninemonths endedDecember 31,2013 2012 Change


Consolidated profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . (9,128) 2,178 n/a

Depreciation and amortization, impairment . . . . . . . . . . . . . . . . . 31,687 17,351 82.6%Other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,670 1,671 0.0%Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,677 7,212 61.9%Gain or loss on disposal of assets . . . . . . . . . . . . . . . . . . . . . . . — — n/aFinance income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,953 45,515 3.2%Income/(loss) of associates accounted for using equity method . . — 32 n/aExpenses related to share-based payments . . . . . . . . . . . . . . . . . 3,409 2,081 63.8%Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — n/aChange in working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,861) (52,559) 72.9%Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,644) (7,353) 17.6%

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . (13,236) 16,128 n/a

Net cash flow from/(used) in investing activities . . . . . . . . . . . . . (28,395) (12,420) 128.6%

Net cash flow from/(used) in financing activities . . . . . . . . . . . . . (30,882) (43,532) (29.1%)

Net increase/(decrease) in cash and cash equivalent . . . . . . . . . (72,513) (39,824) 82.1%Net cash and cash equivalents at beginning of period . . . . . . . . . 159,157 119,346 33.4%Effect of foreign exchange rate changes . . . . . . . . . . . . . . . . . . . (1,481) 526 n/a

Net cash and cash equivalents at end of period . . . . . . . . . . . . . 85,163 80,048 6.4%

Operating activities

Cash from operating activities consists of the results from the income statement adjusted fornon-cash items, which include all items listed in the table above except for change in workingcapital and income tax paid.

Net cash from operating activities decreased by e29.4 million to a net cash outflow ofe13.2 million in the nine months ended December 31, 2013, compared to a net cash inflow ofe16.1 million in the nine months ended December 31, 2012, principally due to:

• lower net profit including as a result of the impairment of GoVoyages brand in December2013 (e11.4 million); and

• the higher increase in working capital in December 2013 compared to December 2012notably due to (i) the abnormally high level of negative working capital in March 2013 due todelays in the payments of weekly BSP in Germany and the Nordics, as well as a delay inpayment of marketing expenses of approximately e19 million, as March 31, 2013 fell onEaster Sunday, (ii) a delay in the payment of the weekly German and Nordics BSP inDecember 2012 with an impact of e11.0 million and (iii) a one-time negative impact onworking capital of the implementation of the One Platform.

Investing activities

Net cash used in investing activities increased by e16.0 million to a net cash outflow ofe28.4 million in the nine months ended December 31, 2013 compared to a net cash outflow ofe12.4 million in the nine months ended December 31, 2012, principally due to the Liligo Acquisition.

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Financing activities

Net cash used in financing activities decreased by e12.7 million to a net cash outflow ofe30.9 million in the nine months ended December 31, 2013 compared to a net cash outflow ofe43.5 million in the nine months ended December 31, 2012, principally due to the timing differencein the payment of interest on the 2018 Notes compared to the payment of interest under our formerSenior Credit Facility.

Comparison of the year ended March 31, 2013 and March 31, 2012

The following table sets forth our consolidated cash flows in the year ended March 31, 2013and March 31, 2012.

For the yearsended March 31,2013 2012 Change

(audited) (%)(in thousand g)

Consolidated profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . (23,330) (64,256) (63.7%)

Depreciation and amortization, impairment . . . . . . . . . . . . . . . . 33,622 43,846 (23.3%)Other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,553 2,208 60.9Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,615 7,763 (53.4%)Gain or loss on disposal of assets . . . . . . . . . . . . . . . . . . . . . . 0 97 n/aFinance income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,097 72,356 14.8%Income/(loss) of associates accounted for using equity method . 45 0 n/aExpenses related to share-based payments . . . . . . . . . . . . . . . . 3,449 3,074 12.2%Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 (3) n/aChange in working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,396 40,785 (74.5%)Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,963) (9,941) (30.0%)

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . 107,484 95,929 12.0%

Net cash flow from/(used) in investing activities . . . . . . . . . . . . (18,335) (420,121) (95.6%)

Net cash flow from/(used) in financing activities . . . . . . . . . . . . (50,413) 370,738 n/a

Net increase/(decrease) in cash and cash equivalent . . . . . . . . 38,736 46,546 (16.8%)Net cash and cash equivalents at beginning of period . . . . . . . . 119,345 72,022 65.7%Effect of foreign exchange rate changes . . . . . . . . . . . . . . . . . . 1,074 778 38.0%

Net cash and cash equivalents at end of period . . . . . . . . . . . . 159,155 119,346 33.4%

Operating activities

Net cash from operating activities increased by e11.6 million, or 12.0%, to a net cash inflow ofe107.5 million in the year ended March 31, 2013, compared to a net cash inflow of e95.9 million inthe year ended March 31, 2012, principally due to a decrease in the net loss combined withfinancing expenses, partly offset by lower depreciation and amortization as well as a less positivechange in working capital.

While the net loss was lower in the year ended March 31, 2013 compared with a loss in theyear ended March 31, 2012, the increase in the net cash from operating activities was principallydue to:

• higher performance of our business in relation with the volumes growth described above;

• higher operating expenses being capitalized in relation with IT projects and then consideredas capital expenditure;

• positive change in working capital in the year ended March 31, 2013 benefiting frompostponement of March 2013 month-end payments as a consequence of the month-endday falling on a Sunday;

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• less favorable effects of the change in GDS/Direct Connect product mix on the change inworking capital;

• lower non-recurring expenses vis-a-vis the expenses incurred in the year ended March 31,2012 in relation with the integration of the newly created Group;

• certain transaction fees paid in the year ended March 31, 2012 in relation with the OpodoAcquisition partly financed by a signing bonus received from Amadeus pursuant to the newGDS agreement; and

• a lower income tax payment of e7.0 million in the year ended March 31, 2013 as comparedto e10.0 million in the year ended March 31, 2012.

Investing activities

Net cash used in investing activities decreased by e401.8 million to a net cash outflow ofe18.3 million in the year ended March 31, 2013 compared to a net cash outflow of e420.1 million inthe year ended March 31, 2012, principally due to a higher amount of expenses capitalized in thecontext of IT development projects, fully offset by the Opodo Acquisition with a total investment ofe409.7 million.

Financing activities

Net cash from financing activities decreased by e421.1 million to a net cash outflow ofe50.4 million in the year ended March 31, 2013 compared to a net cash inflow of e370.7 million inthe year ended March 31, 2012, principally due to:

• lower positive debt payment/repayment effects in relation to the refinancing completed inJanuary 2013 (net impact of e10.3 million) as compared to the financing of the OpodoAcquisition (e420.3 million) in the year ended March 31, 2012;

• a lower amount of financing fees paid in relation with the refinancing of January 2013(e11.3 million) as compared to financing fees associated with the Opodo Acquisition(e35.6 million);

• higher derivative costs related to the termination of all hedging agreements following therefinancing completed in January 2013 (e6.7 million);

• debt amortization payments of e10.3 million (excluding transactional effects) in the yearended March 31, 2013 as compared to e15.2 million in the year ended March 31, 2012 dueto the refinancing of the amortized Senior Debt in January 2013 by non-amortizing 2018Notes; and

• increased cash interest payments in the year ended March 31, 2013 (e33.7 million) ascompared to the year ended March 31, 2012 (e33.3 million) due to higher accrued interestsat year end.

Long-Term Financing Arrangements

On January 31, 2013, GDF, a wholly owned indirect subsidiary of the Company, issuede325 million aggregate principal amount of 7.500% Senior Notes due 2018 (the ‘‘2018 Notes’’).Proceeds of the offering of the 2018 Notes were used in January 2013 to prepay in full certain termloan facilities of other group companies and pay certain offering and refinancing expenses. At thesame time as the issuance of the 2018 Notes, certain companies in the eDreams ODIGEO Groupentered into a Revolving Credit Facility.

As of December 31, 2013, our total financial liabilities excluding capitalized interests, financingcosts capitalized and overdrafts amounted to e502.4 million, excluding the ConvertibleSubordinated Shareholder Bonds, compared to e501.7 million as of the year ended March 31,2013.

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As of December 31, 2013, the principal payments of our long-term financing arrangementswere as follows:

Payment duebeyondbetween January 1 and December 31, December 31,

2015 2016 2017 2018 2019 2020 2020 Total(in g thousand)

Facilities2019 Notes . . . . . . . . . . . . . . — — — — 175,000 — — 175,0002018 Notes . . . . . . . . . . . . . . — — — 325,000 — — — 325,000Convertible Subordinated

Shareholder Bonds(1) . . . . . — — — — — — 149,306 149,306Obligations under finance

leases . . . . . . . . . . . . . . . . 13 — — — — — — 13

Total . . . . . . . . . . . . . . . . . . . 13 — — 325,000 175,000 — 149,306 649,319

(1) Convertible Subordinated Shareholder Bonds includes the capitalized interests

Under IFRS, our total long-term financial liabilities as of December 31, 2013 amounted toe597.3 million. The difference with the principal payments of our long-term financing arrangementsis the financing costs capitalized amounting to e16.5 million and the split between debt and equityof the Convertible Subordinated Shareholder Bonds amounting to e35.5 million. For a description ofthe material terms of our financing arrangements, including the Revolving Credit Facility Agreement,see ‘‘—Description of Debt Arrangements’’.

High-yield bonds

Our subsidiaries have issued two series of high-yield bonds. In 2011, GTF issued e175 millionof 10.375% senior subordinated secured bonds due 2019. In 2013, GDF issued e325 million of7.500% senior secured bonds due 2018.

As described in ‘‘Use of Proceeds’’, we intend to use the e50 million gross proceeds to usfrom the offering to redeem a portion of the 2019 Notes after May 1, 2014 to further reduce ourindebtedness and interest expense, and create additional flexibility in our capital structure.

Drawings under revolving credit facilities

As of December 31, 2013, we had e28.1 million in committed facilities under our existingrevolving credit facility under the Revolving Credit Facility Agreement, of which e28.1 related toguarantees thereunder. As of December 31, 2013, the amount of committed but undrawn facilitiesunder the Revolving Credit Facility Agreement available for operating activities as well asguarantees in the future was e97.8 million and e4.1 million was available for guarantees only. In thepast, funds under our existing revolving credit facility were drawn for a minimum period of twoweeks mainly to pay BSP suppliers during the month.

Convertible Subordinated Shareholder Bonds

In connection with the Opodo Acquisition, on June 30, 2011, GTF issued an aggregateamount of e117,751,315 of Convertible Subordinated Shareholder Bonds due June 30, 2060.Interest on the Convertible Subordinated Shareholder Bonds accrues annually since June 30, 2011but will not be paid until the maturity date. The estimated effective interest rate for the period sinceJune 30, 2011 through 2020 is 9.875% per annum.

The Convertible Subordinated Shareholder Bonds were initially issued to Lyeurope andsubsequently contributed by Luxgoal and Axeurope to GTF at the nominal value plus interest inexchange for an aggregate amount of e117,751,315 Convertible Subordinated Shareholder Bondsissued to Luxgoal and Axeurope.

As at December 31, 2013, the outstanding principal of the Convertible SubordinatedShareholder Bonds amounted to e82.3 million and the accrued interest amounts to e31.6 million,totaling e113.8 million. The Convertible Subordinated Shareholder Bonds have been accounted in

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connection with IFRS requirements and contain two components: one component is a financialliability, i.e., our contractual obligation to pay cash, and the other component is an equityinstrument, which has been valued at e26 million.

As described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, as a resultof the Shareholder Reorganization, the Company will become the holder of 100% of the ConvertibleSubordinated Shareholder Bonds, which were issued by GTF in connection with the Combination.Accordingly, although we have recognized interest expense associated with such ConvertibleSubordinated Shareholder Bonds in the past (e11.4 million in the year ended March 31, 2012 ande12.5 million in the year ended March 31, 2013), following the Shareholder Reorganization, suchexpense will no longer be recognized in our consolidated results as such Convertible SubordinatedShareholder Bonds will be within our consolidation group.

Hedging

In the past, we entered into interest rate swaps to manage our exposure to interest rates.Following completion of the refinancing in January 2013 and the repayment of the debt under theSenior Credit Facilities Agreement (which was variable rate), each of the 2018 Notes and the 2019Notes bear interest at fixed rates. Consequently, all the hedging instruments were terminated inJanuary 2013 at a total cost of e6.7 million, of which e5.3 million related directly to the cancellationof hedging instruments. See ‘‘Capitalization’’.

Description of Debt Arrangements

As of December 31, 2013, we had consolidated total debt of e502.4 million, including principaland accrued and unpaid interest. The principal components of our total debt were:

• the e325 million aggregate principal amount of 7.500% Senior Notes issued on January 31,2013 by GDF, a wholly owned indirect subsidiary of the Company, due 2018 (the ‘‘2018Notes’’), the proceeds of which were used mainly to refinance a senior facility that wasentered into to finance the Opodo Acquisition; and

• the e175 million aggregate principal amount of 10.375% Senior Notes issued on April 21,2011 by GTF, a wholly owned direct subsidiary of the Company, due 2019 (the ‘‘2019Notes’’), the proceeds of which were used to finance the Opodo Acquisition.

In addition, on January 31, 2013, LuxGEO, a wholly-owned subsidiary of GTF, GTF and certainother eDreams ODIGEO companies entered into a revolving credit facility agreement (the‘‘Revolving Credit Facility Agreement’’) with certain lenders, replacing the revolving credit facilityunder our Senior Credit Facilities Agreement. As of February 28, 2014, no cash drawings wereoutstanding under the Revolving Credit Facility Agreement.

2018 Notes

The 2018 Notes are general senior obligations of GDF and are guaranteed on a seniorsubordinated basis by GTF, LuxGEO, Opodo, Travellink and eDreams. The 2018 Notes and relatedGuarantees are secured by (i) first-ranking security interests (but contractually with right of paymentjunior to the lenders under the Revolving Credit Facility Agreement) over (a) certain receivables ofGDF, (b) the capital stock in GDF held by LuxGEO, (c) all of the issued capital stock in GeoDebt GP S.a r.l., (d) all of the issued Capital Stock in LuxGEO and Opodo, (e) the bank accounts ofLuxGEO and GTF located in Luxembourg, (f) the bank accounts of Travellink, (g) substantially all ofthe assets of Opodo and all the assets (other than any shareholdings) of eDreams,(h) intercompany receivables and trade receivables of Travellink, (i) material intellectual propertyrights and trademarks of Travellink, and (j) all of the issued capital stock in Vacaciones eDreamsS.L.; and (ii) second ranking interests (but contractually with right of payment senior to the holdersof the 2019 Notes (as defined below) and junior to the lenders under the Revolving Credit FacilityAgreement) over (a) certain receivables held by GTF, (b) the financial securities accounts opened inthe name of Opodo and on which are credited all financial securities issued by Lyeurope and heldby Opodo, and (c) the financial securities accounts opened in the name of GTF and on which arecredited all financial securities issued by Lyeurope and held by GTF (together, the ‘‘Collateral’’). Thesecurity interests held by the lenders under the Revolving Credit Facility Agreement and the 2018Notes by virtue of the Intercreditor Agreement are senior to certain security interests over the same

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assets relating to the 2019 Notes, with the obligations under the Revolving Credit Facility Agreementbeing ‘‘super senior’’. See ‘‘—Intercreditor Agreement’’ below.

The terms of the 2018 Notes are governed by the 2018 Notes Indenture, which is governed byNew York law.

The 2018 Notes Indenture provides that GDF may redeem all or part of the 2018 Notes:

• in whole or in part at any time prior to February 1, 2015, at a redemption price equal to100% of the principal and the applicable ‘‘make-whole’’ premium, plus accrued and unpaidinterest and additional amounts, if any, to the date of redemption;

• in whole or in part at any time on or after February 1, 2015, at redemption prices (expressedas percentages of their principal amount at maturity) beginning at 103.750% of the principalamount thereof as of February 1, 2015 and declining to 100.00% on February 1, 2017 andthereafter, plus accrued and unpaid interest and additional amounts, if any, to the date ofredemption; and

• at any time and from time to time prior to February 1, 2015, in an aggregate principalamount not to exceed 35% of the aggregate principal amount of the 2018 Notes originallyissued, with the proceeds of one or more qualifying equity offerings, at a redemption priceequal to 107.500% of the principal amount redeemed plus accrued and unpaid interest, andadditional amounts, if any, to the date of redemption.

The 2018 Notes Indenture contains customary provisions relating to GTF’s obligation to makepayments free of withholding deduction and its ability to redeem the 2018 Notes in the event ofcertain changes in the taxation of the 2018 Notes.

If an event treated as a change of control, as defined in the 2018 Notes Indenture, occurs atany time, then each holder of 2018 Notes may require GDF to repurchase all or any part of suchholder’s 2018 Notes at a purchase price equal to 101% of the aggregate principal amount of 2018Notes repurchased, plus accrued and unpaid interest and additional amounts, if any, to the date ofrepurchase. GDF is also required to offer to repurchase the 2018 Notes with excess proceeds, ifany, following certain asset sales.

The 2018 Notes Indenture contains customary covenants that limit, among other things, theability of LuxGEO and its restricted subsidiaries to:

• incur or guarantee additional indebtedness and issue certain preferred stock;

• make certain restricted payments, including dividends or other distributions with respect toshares of LuxGEO or its restricted subsidiaries (see ‘‘Dividends and Dividend Policy’’);

• prepay or redeem subordinated debt or equity;

• make certain investments;

• create or permit to exist certain liens;

• sell, lease or transfer certain assets;

• enter into arrangements that impose encumbrances or restrictions on the ability of theirsubsidiaries to pay dividends, make other payments or transfer assets to LuxGEO or any ofits restricted subsidiaries;

• change their center of main interests and establishments;

• engage in certain transactions with affiliates;

• consolidate, merge or transfer all or substantially all of their assets on a consolidated basis;and

• impair the security interests for the benefit of the holders of the 2018 Notes,

in each case subject to important exceptions and qualifications.

The 2018 Notes Indenture contains customary events of default, including, among others,failure to pay principal or interest on the 2018 Notes, failure to comply with certain covenants,certain failures to perform or observe other obligations under the 2018 Notes Indenture, the

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occurrence of certain defaults under other indebtedness and certain events of bankruptcy orinsolvency.

2019 Notes

The 2019 Notes are general senior obligations of GTF and are guaranteed on a seniorsubordinated basis by GDF, LuxGEO, Opodo, Travellink and eDreams. The 2019 Notes and relatedGuarantees are secured by the capital stock in GTF held by the Company, Axeurope and Luxgoal,all of the issued capital stock in LuxGEO GP S.a r.l.; the bank accounts of the Company located inLuxembourg and intercompany loans and other receivables of the Company, if any (together, the‘‘2019 First Priority Collateral’’) and second-ranking security interests over the same assets thatsecure the 2018 Notes (see ‘‘—2018 Notes’’ above).

The terms of the 2019 Notes are governed by the 2019 Notes Indenture, which is governed byNew York law.

The 2019 Notes Indenture provides that GTF may redeem all or part of the 2019 Notes:

• in whole or in part at any time prior to May 1, 2014, at a redemption price equal to 100% ofthe principal and the applicable ‘‘make-whole’’ premium, plus accrued and unpaid interestand additional amounts, if any, to the date of redemption;

• in whole or in part at any time after May 1, 2014, at redemption prices (expressed aspercentages of their principal amount at maturity) beginning at 107.781% of the principalamount thereof as of May 1, 2014 and declining to 100.00% on May 1, 2017 and thereafter,plus accrued and unpaid interest and additional amounts, if any, to the date of redemption;and

• at any time and from time to time prior to May 1, 2014, in an aggregate principal amountnot to exceed 35% of the aggregate principal amount of the 2019 Notes originally issued,with the proceeds of one or more qualifying equity offerings, at a redemption price equal to110.375% of the principal amount redeemed plus accrued and unpaid interest, andadditional amounts, if any, to the date of redemption.

The 2019 Notes Indenture contains customary provisions relating to GTF’s obligation to makepayments free of withholding deduction and its ability to redeem the 2019 Notes in the event ofcertain changes in the taxation of the 2019 Notes.

If an event treated as a change of control occurs at any time, then each holder of 2019 Notesmay require GTF to repurchase all or any part of such holder’s 2019 Notes at a purchase priceequal to 101% of the aggregate principal amount of 2019 Notes repurchased, plus accrued andunpaid interest and additional amounts, if any, to the date of repurchase. GTF is also required tooffer to repurchase the 2019 Notes with excess proceeds, if any, following certain asset sales.

The 2019 Notes Indenture contains customary covenants in respect of GTF and its restrictedsubsidiaries that are substantially similar to the covenants applicable to LuxGEO and its restrictedsubsidiaries under the 2018 Notes Indenture described above.

The 2019 Notes Indenture contains customary events of default, including, among others,failure to pay principal or interest on the 2019 Notes, failure to comply with certain covenants,certain failures to perform or observe other obligations under the 2019 Notes Indenture, theoccurrence of certain defaults under other indebtedness and certain events of bankruptcy orinsolvency.

Revolving Credit Facility Agreement

On January 31, 2013, LuxGEO, a wholly-owned subsidiary of GTF, GTF and certain othereDreams ODIGEO companies (including in their capacity as guarantors) entered into the RevolvingCredit Facility Agreement with certain lenders (the ‘‘RCF Lenders’’) for general corporate purposes,as well as for the purpose of providing working capital. The Revolving Credit Facility Agreementprovides for a e130 million facility with a final maturity date of July 15, 2018, which may be utilizedby way of cash drawings, overdraft, bank guarantees, letters of credit or ancillary facilities.

With the exception of certain schedules, which are governed by New York law, the RevolvingCredit Facility Agreement is governed by English Law.

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Interest rate and fees

Utilizations under the Revolving Credit Facility Agreement bear interest at rates per annumequal to the aggregate of:

(a) EURIBOR; and

(b) an initial applicable margin of 3.75% per annum, subject to downward adjustment inaccordance with a margin ratchet based on the ratio of Consolidated Total Net Debt at theend of an accounting quarter to Consolidated EBITDA (as such terms are defined in theRevolving Credit Facility Agreement) for the preceding four accounting quarters (asreported in the applicable compliance certificate required under the Revolving CreditFacility Agreement at the end of each quarter if any Utilization in cash or by overdraftfacility was made during such period) on any date on which a compliance certificate isrequired to be delivered.

LuxGEO is also required to pay a commitment fee on available but unused commitmentsunder the Revolving Credit Facility Agreement, quarterly and in arrears, at a rate of 40% per annumof the applicable margin.

LuxGEO is further required to pay fees related to the issuance of ancillary facilities, letters ofcredit and certain fees to the facility agent and the security agent in connection with the RevolvingCredit Facility Agreement.

Guarantees and Security

The obligations under the Revolving Credit Facility Agreement are secured by the Collateral(as defined in ‘‘—2018 Notes’’ above). The Collateral also secures the 2018 Notes and theGuarantees in respect of the 2018 Notes. The security interests held by the lenders under theRevolving Credit Facility Agreement and the 2018 Notes by virtue of the Intercreditor Agreement aresenior to certain security interests over the same assets relating to the 2019 Notes, with theobligations under the Revolving Credit Facility Agreement being ‘‘super senior’’. See ‘‘—IntercreditorAgreement’’ below.

The Revolving Credit Facility Agreement requires that (i) the aggregate of the unconsolidatedrevenues of the guarantors thereunder exceeds 85% of each of the consolidated revenues of GTFand its subsidiaries and (ii) the aggregate of the unconsolidated EBITDA of the guarantorsthereunder exceeds 85% of Consolidated EBITDA (as defined in the Revolving Credit FacilityAgreement) as well as that certain material subsidiaries become guarantors.

Covenants

The Revolving Credit Facility Agreement contains customary covenants in respect of LuxGEOand GDF and its restricted subsidiaries that are substantially similar to the covenants applicable toLuxGEO and its restricted subsidiaries under the 2018 Notes Indenture described above.

In addition, the Revolving Credit Facility Agreement requires us to comply with a specifiedfinancial ratio of Consolidated Total Net Debt to Consolidated EBITDA, or Total Debt Cover (each asdefined in the Revolving Credit Facility Agreement) which will be tested quarterly. The Total DebtCover must not exceed 5.50 to 1.00. Failure to maintain the Total Debt Cover covenant at anytesting date shall constitute an event of default under the Revolving Credit Facility Agreement.

Prepayment

The liabilities under the Revolving Credit Facility Agreement must be prepaid in full upon theoccurrence of certain events, including in the event of a change of control or the sale of all orsubstantially all of the assets of LuxGEO and its subsidiaries. The borrower may prepay, in whole orin part upon giving at least five business days’ prior notice to the facility agent, amountsoutstanding under the Revolving Credit Facility Agreement.

Events of Default

The Revolving Credit Facility Agreement also contains certain customary events of default,including non-payment of principal, interest or other payments; misrepresentations; breach of

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covenants; repudiation of the financing or transaction documents; cross default to otherindebtedness of a member of the eDreams ODIGEO Group in excess of e3 million in theaggregate; an event of default under the 2018 Notes; invalidity of security or guarantees under theRevolving Credit Facility Agreement; breach of the Intercreditor Agreement; certain nationalization orexpropriation; certain audit qualification; certain litigation; unlawfulness or invalidity; and materialadverse change.

In addition, certain events of default under the Revolving Credit Facility Agreement follow theterms of the 2018 Notes Indenture in respect of bankruptcy, insolvency or insolvency proceedingsor other similar events. See ‘‘—2018 Notes’’ above.


Axeurope and Luxgoal are the direct holders of the substantial majority of the share capital ofthe Company. The Company owns the entire limited share capital of GTF (other than one ordinaryshare owned by each of Axeurope and Luxgoal) as associe commanditaire of GTF, and LuxGEO GPS.a r.l. is the unlimited shareholder (associe commandite) and the Manager (gerant) of GTF. Inaddition, Axeurope and Luxgoal hold convertible bonds issued by GTF (the ‘‘ConvertibleSubordinated Shareholder Bonds’’). As described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, as a result of the Shareholder Reorganization, the Company willbecome the holder of 100% of the Convertible Subordinated Shareholder Bonds, and theConvertible Subordinated Shareholder Bonds will become liabilities within the Company’sconsolidation group. See ‘‘Certain Relationships and Related Party Transactions—ConvertibleSubordinated Shareholder Bonds’’.

The Convertible Subordinated Shareholder Bonds have a 49-year maturity period and aresubject to the terms of the Intercreditor Agreement as Investor Liabilities (as defined therein). Thetotal return on each of the Convertible Subordinated Shareholder Bonds for any accrual period willbe an amount equal to the product of (i) the interest rate multiplied by (ii) the sum of (a) the parvalue of such Convertible Subordinated Shareholder Bond and (b) the accrued but unpaid yield inrespect of any previous accrual period. Such yield will only be paid after the date falling one yearafter the final discharge date. Unpaid yield accumulates and is capitalized on an annual basis. Nocompulsory early redemption applies in relation to the Convertible Subordinated Shareholder Bondsexcept for any repayment at final maturity. In addition, no optional redemption may be made beforethe date falling one year after the final discharge date of the 2019 Notes.

Intercreditor Agreement

On January 31, 2013, GDF, GTF, LuxGEO, certain creditors, trustees and agents entered intoan amendment agreement pursuant to which the Intercreditor Agreement was amended andrestated in order to establish the relative rights of certain creditors under our financingarrangements.

The Intercreditor Agreement is governed by English law. The Intercreditor Agreement sets out,amongst other things: the relative ranking of certain of our indebtedness; the relative ranking ofcertain security granted by our companies; when payments (including redemptions otherwisepermitted by the terms of such debt) can be made in respect of certain of our indebtedness; whenenforcement action can be taken in respect of such indebtedness and the Collateral (as defined in‘‘—2018 Notes’’ above); the terms pursuant to which certain layers of our indebtedness aresubordinated upon the occurrence of certain insolvency events; any conditions applicable to arefinancing or addition of certain of our indebtedness; turnover provisions; and when security andguarantees will be released to permit a sale of the Collateral (as defined in ‘‘—2018 Notes’’ above).

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Financial and Other Long-Term Contractual Obligations

Our financial and other long-term contractual obligations under IFRS as of December 31, 2013grouped according to the period in which payments are due are set forth in the table below.

Less than 5 years andContractual Obligations 1 year 1-5 years more Total

(unaudited)(in g thousands)

Long-term and short-term debt obligations(1) . . 17,931 325,000 324,306 667,237Capital (finance) lease obligations . . . . . . . . . . 153 13 — 166Operating lease obligations . . . . . . . . . . . . . . 3,040 7,038 497 10,575Other long-term liabilities . . . . . . . . . . . . . . . . 1,986 — — 1,986

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,110 332,051 324,803 679,964

(1) Short and long-term debt, excluding financing costs capitalized and the split between debt and equity of theConvertible Subordinated Shareholder Bonds.

Capital Expenditures

Our capital expenditures for the year ending March 31, 2014 will comprise four principalcomponents, IT capitalization, acquisition of hardware and software, our acquisition of Liligo(e13.5 million) and middle and back office integration, and we estimate our capital expenditures forthe year ending March 31, 2014 will be approximately e22 million (e35.5 million including the LiligoAcquisition).

In connection with the implementation of certain aspects of our strategy (see ‘‘Business—OurStrategy’’) and our ongoing business needs, we expect our capital expenditures to increase fromthe levels spent in the periods under review. However, we have completed the majority of our ITintegration, especially in our core booking engine. Some elements of the middle and back office ofthe platform are still to be integrated and we are targeting completion of this in the year endingMarch 31, 2015. Accordingly, the two key recurring components of capital expenditure in themedium term are IT capitalization and the acquisition of hardware. Based on our ongoing projects,we expect our base capital expenditure to be in the range of approximately e20 million toe25 million per annum over the next few years, excluding any potential acquisitions. The completionof the middle and back office integration is expected to require approximately an additionale6 million in the year ending March 31, 2015.

In the nine months ended December 31, 2013, we had capital expenditures of e28.4 million,including the Liligo Acquisition (e13.5) million, software acquisition (e13.0) million (of whiche11.8 million was related to IT development projects) and acquisition of hardware and other capitalinvestment (e1.9 million), compared to e12.3 million in the nine months ended December 31, 2012.

In the year ended March 31, 2013, we had capital expenditures of e18.2 million (including ITcapitalization for e13.6 million, acquisition of hardware and other capital investment for e3.4 millionand the disposal of Opodo Tours for e1.2 million) compared to e10.4 million in the year endedMarch 31, 2012 (e420.1 million including the effects of the Opodo Acquisition).

In the year ended March 31, 2012, we financed our capital expenditure requirements with cashflows from operations. We made capital expenditures of e10.4 million in the year ended March 31,2012 (e420.1 million including the effects of the Opodo Acquisition). Capital expenditures mainlyrelated to the IT capitalization and the acquisition of IT-related assets and software, as well as theacquisition of 25% of the share capital of ReallyLateBooking.

Due to the nature of our capital expenditures described above and the online nature of ouroperations, the substantial majority of our capital expenditures are made in Europe, but to theextent that such capital expenditures are related to the development and maintenance of our ITcapabilities, such capital expenditures are incurred for the benefit of our operations across all of thegeographies in which we are present and as a result, we are unable to provide a specificgeographical split of our capital expenditures.

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Off-Balance Sheet Arrangements

As of December 31, 2013, off-balance sheet arrangements consisted entirely of guaranteesamounting to e61.8 million granted by eDreams ODIGEO companies and certain financialinstitutions to cover three main types of contingencies:

• guarantees issued in favor of IATA and local regulators to allow our companies to operateand sell flight tickets in certain jurisdictions. The total amount outstanding as ofDecember 31, 2013 was e59.9 million and consisted of guarantees issued in favor of (i) IATAin the amount of e36.2 million, (ii) regulators in the Nordics in the amount of e11.0 million,(iii) regulators in France in the amount of e11.2 million and (iv) regulators in the UnitedKingdom, Italy and the United States in the amount of e1.4 million;

• guarantees issued in favor of certain suppliers to allow our companies to offer theirproducts; the total amount outstanding as of December 31, 2013 was e1.8 million; and

• other guarantees issued to cover other contingencies in the amount of e0.1 million.

Disclosures about Market Risks

The following is an overview of the principal market risks that we are subject to. These risksare also described in the ‘‘Risk Factors’’ section of this offering memorandum. See, in particular,‘‘Risk Factors—In certain of our business lines, such as in our charter flight business, we bearinventory risk and/or bear the risk of default by our supplier, which could adversely affect ourbusiness’’, ‘‘Risk Factors—We will require a significant amount of cash to meet our debt obligationsand to sustain our operations, which we may not be able to generate or raise. Our ability togenerate cash and access capital markets depends upon many factors, some of which are beyondour control’’ and ‘‘Risk Factors—We are exposed to risks associated with currency fluctuations’’.

Credit risk

Our cash and cash equivalents are held with financial entities with strong credit ratings.

Certain transactions at the eDreams Group are channeled through Caixa Catalunya, which hasa Moody’s long term rating of Ba1. These transactions amount to an average of e1.8 million on adaily basis. We usually transfer these amounts on a daily basis to other financial institutions in orderto mitigate this risk.

Our credit risk is mainly attributable to business-to-business customer advertising receivablesand, to a lesser extent, customer receivables on corporate travel and business-to-businesscustomers, and advertising receivables. These amounts are recognized in the consolidatedstatement of financial position net of provisions for doubtful receivables, which is estimated by ourmanagement on a case-by-case basis.

Interest rate risk

Most of our financial debt is exposed to fixed interest rates. Of our debt, only the RevolvingCredit Facility bears interest at a variable rate, although to date we have only drawn loans under theRevolving Credit Facility for intra-month working capital purposes. Therefore, we have no materialexposure to interest rate risk.

Liquidity risk

In order to meet our liquidity requirements, our principal sources of liquidity are: cash andcash equivalents from the statement of financial position, cash flow generated from operations andthe revolving credit facilities under our Revolving Credit Facility Agreement to fund intra-month cashswings and supplier guarantees. Subsequent to the Refinancing, our sources of our liquidity are thesame except that the revolving credit facility under our Senior Credit Facilities Agreement has beenreplaced by the Revolving Credit Facility Agreement.

Exchange rate risk

The exchange rate risk arising on our activities has basically two sources: the risk arising inrespect of commercial transactions carried out in currencies other than the functional currency of

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each company of the eDreams ODIGEO Group and the risk arising on the consolidation ofsubsidiaries that have a functional currency other than the euro.

In relation to commercial transactions, we are principally exposed to exchange rate risk as itoperates with the pound sterling as well as the Swedish krona and other Nordic currencies(Norwegian Krone and Danish Krone). The exchange rate risk arises on future commercialtransactions and on assets and liabilities denominated in a foreign currency.

However, the volume of our sales and purchases in foreign currency (other than the localcurrency of each of the subsidiaries) is of little relevance compared to our total operations.

Critical Accounting Policies

Our Consolidated Financial Statements and related notes contain information that is pertinentto the discussion and analysis of our results of operations and financial conditions set forth in thissection. The preparation of our Consolidated Financial Statements and related notes in conformitywith IFRS requires us to make judgments, estimates and assumptions that may affect the amountsreported. An accounting policy is considered to be critical if it meets the following two criteria:

(i) the policy requires an accounting estimate to be made based on assumptions aboutmatters that are highly uncertain at the time the estimate is made; and

(ii) different estimates that reasonably could have been used or changes in the estimates thatare reasonably likely to occur from period to period would have a material impact on ourConsolidated Financial Statements.

We believe that the accounting methods and policies listed below are the most likely to beaffected by these estimates and assumptions. Although we believe these policies to be the mostcritical, other accounting policies also have a significant effect on our Consolidated FinancialStatements and certain of these policies may also require the use of estimates and assumptions.

Revenue recognition

We recognize revenue when (i) we have evidence of a contractual agreement in respect ofproducts and services to be provided, (ii) such products are delivered or such services have beenrendered and (iii) the revenue is determinable and collectability is reasonably assured. We haveevidence of a contractual agreement when we enter into a legally enforceable agreement with thecustomer with terms and conditions that describe the product to be delivered or the service to berendered and the related payment terms. We consider revenue to be determinable when theproduct or service has been delivered or rendered in accordance with the said agreement.

Revenue is measured at the fair value of the consideration received or receivable andrepresents amounts receivable for products or services provided in the ordinary course of businessnet of VAT and similar taxes. We provide customers the ability to book air travel, hotels, car rentalsand other travel products and services through our various websites. These travel products andservices are made available to our customers for booking on a stand-alone basis or as part of avacation package.

When we act as principal and purchase inventory for resale or are the primary obligor in thearrangement, revenue is recognized on a ‘‘gross’’ basis. The revenue comprises the gross value ofthe transaction billed to the customer, net of VAT, with any related expenditure charged as cost ofsales. Such revenue comprises sales in respect of charter flights, conferences and events and, to alesser extent, vacation packages. At time of booking, revenue is recorded as deferred income. Fortravel products, revenue and supplies are recognized on the date of departure. As regards DynamicPackages (including revenue from the flight component thereof) offered by Opodo, as from June 1,2013, pursuant to the revised applicable terms and conditions for the sale of Dynamic Packages,the Opodo Group is now acting as agent and no longer as principal, and revenue is therefore nolonger recognized on a ‘‘gross’’ basis.

In other transactions where we act as agent (i.e., bear no inventory risk and are not theprimary obligor in the arrangement), revenue is recognized on a ‘‘net’’ basis, with revenuerepresenting the margin earned. Such revenue comprises sales in respect of scheduled airlines,hotels, car rentals and most of our packaged travel products. For Direct Connects, we usually passreservations booked by customers to the travel supplier and revenue represents the service fee

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charged to the customer. In such transactions, we have limited, if any, ability to determine orchange the products or services provided and the customer is responsible for the selection of theservice supplier. Booking is then secured when no further obligation is supported by us. For airtransactions, this is at the time of ticketing. For hotel transactions, car transactions and packagedproducts, net revenue is recognized when the customer uses the reservation (i.e., on the date ofhotel check-out, car pick-up or departure for packages). The timing of revenue recognition isdifferent for air travel because the primary service to the customer is fulfilled at the time of booking.

Where we act as agent, additional income, such as over-commissions, may accrue based onthe achievement of certain gross sales values over a specified period. We therefore accrue for suchincome where it is considered probable that the gross sales values will be met and the amount tobe received is estimable. Where it is probable that the gross sales value will be met, revenue isrecognized based on the percentage of gross sales value achieved by the reporting date.

The table below summarizes the revenue recognition basis for our principal income streams.

Income stream Basis of revenue recognition

Charter flight transactions . . . . . . . . . . Date of departureScheduled flight transactions . . . . . . . Date of bookingAirline incentives . . . . . . . . . . . . . . . . Accrued based on gross salesGDS incentives . . . . . . . . . . . . . . . . . Date of bookingDirect Connect . . . . . . . . . . . . . . . . . Date of bookingHotel transactions . . . . . . . . . . . . . . . Date of departure (check-out)Car transactions . . . . . . . . . . . . . . . . Date of departure (pick-up)Dynamic Packages (including the flight

portion thereof) . . . . . . . . . . . . . . . Date of departureVacation packages . . . . . . . . . . . . . . Date of departureAdvertising revenue . . . . . . . . . . . . . . Date of displayMetasearch revenue . . . . . . . . . . . . . Date of click or date of purchaseInsurance . . . . . . . . . . . . . . . . . . . . . Date of booking

For flight products, revenue is generally recognized upon booking as we do not assume anyfurther performance obligation to our customers after the product has been ticketed (even thoughwe support fraud risks). In these instances, revenue is recognized on a net basis. Conversely, incases where (i) we pre-purchase and assume inventory risk or (ii) we bear any financial risk withrespect to the booking, for instance, in the event of cancellation, revenue is recognized at time ofdeparture as we are considered to be the primary obligor to the traveler. In these cases, revenue isrecognized on a gross basis, comprising the gross value of the transaction billed to the customer(net of VAT and cancellations), with any amounts paid to the supplier accounted for as ‘‘supplies’’.

In the event of cancellation of a booking, flight revenue recognized in respect of commissionsearned from travel suppliers is reversed and is netted off from our revenue earned during the fiscalperiod at the time of cancellation. For flight products or services carrying inventory or other financialrisk, cancellations do not impact revenue recognition since revenue is recognized upon thedeparture date, when the product is delivered or the service is rendered.

For non-flight products, we consider that revenue is determinable upon the departure date forpackages, check-out date for hotel rooms, pick-up date for car rentals, date of publication over thedelivery period for advertising revenue and, depending on the particular agreement, date of click ordate of purchase for our metasearch activities. In the event of cancellation, our revenue recognitionis not impacted since revenue is recognized, in each case, when the product is delivered or theservice is rendered.

In both flight and non-flight, revenue on products or services for which we do not assumeinventory or other financial risk is accounted for on a ‘‘net’’ basis, representing the service fees(which is the total difference between the price at which we source a product and sell that productto a customer, which difference includes, among other components, any mark-up to the price atwhich we source a product and fees that we charge customers in connection with a booking) weearn. When we incur an inventory and other financial risk in either of our two lines of business(currently the case only for charter flights, conferences and events and, to a lesser extent, vacationpackages) revenue is accounted for on a ‘‘gross’’ basis, representing the total amount paid by our

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customers for these products and services. The cost of procuring the relevant products andservices sold to our customers is accounted for as ‘‘supplies’’.

We generally do not take on credit risk with the customer; however, we are subject to charge-backs and fraud risk which we monitor closely.

We use GDS services to source and book products. Under GDS service agreements, we earnrevenue in the form of an incentive payment for each segment that is processed through a GDSservice provider. Revenue is recognized for these incentive payments at the time the travelreservation is processed through the GDS service provider, which is generally at the time ofbooking.

We recognize revenue for insurance sold to customers along with travel products at the timeof booking, as the cover starts from that date.

We generate other revenues, which primarily comprise revenue from advertising andmetasearch activities. Such revenue is derived primarily from the delivery of advertisements on thevarious websites we operate and is recognized at the time of display or over the advertising deliveryperiod, depending on the terms of the advertising contract, as well as for searches, clicks andpurchases generated by our metasearch activities.

Reporting revenue on a ‘‘gross’’ versus ‘‘net’’ basis is a matter of significant judgment thatdepends on a relevant set of facts and circumstances. This analysis is performed using variouscriteria such as, but not limited to, whether we are the primary obligor in the arrangement, haveinventory risk, have latitude in establishing price, have discretion in supplier selection or have creditrisk.

However, if our judgments regarding revenue are inaccurate, actual revenue could differ fromthe amount we recognize, directly impacting our reported revenue.

Measurement of property, plant and equipment and intangible assets other than goodwill

Total property, plant and equipment and total intangible assets (mainly trademarks,technologies and customer-related intangibles) will represent a significant portion of our totalconsolidated statement of financial position. Property, plant and equipment and intangible assetsother than goodwill are recorded at their acquisition or production cost. When such assets areacquired in a business combination, purchase accounting requires judgment in determining theestimated fair value of the assets at the date of the acquisition. As direct observable fair values arenot always readily available, indirect valuation methods are often used with their inherent limitations.Examples of indirect methods we commonly use for certain acquired intangibles include the relief ofroyalty method for trademarks or the excess earnings approach for customers’ relationships. Achange in any of the assumptions used in any of the indirect valuation methods could change theamount to be allocated to the acquired intangibles.

Similarly, judgment is required in determining the useful lives of the assets both at andsubsequent to the acquisition date. Such judgment considers obsolescence, physical damage,significant changes to the manner in which an asset is used, worse than expected economicperformance, a drop in revenues and other external indicators.

Considering the type of assets and the nature of the activities, most of our assets do notgenerate independent cash flows from those attached to the Cash-Generating Unit (‘‘CGU’’). Hence,the assessment of the need for an impairment test is mostly determined at the CGU level (seehereunder) in accordance with IAS 36 Impairment of Assets (‘‘IAS 36’’).

With respect to an internally generated intangible asset arising from the development of ourwebsite operating platforms and related back-office systems, it will be recognized if, and only if, allof the following have been demonstrated:

• an asset is created that can be identified (such as software and new processes);

• it is probable that the asset created will generate future economic benefits; and

• the development cost of the asset can be measured reliably.

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Once capitalized, these development costs will be amortized over the estimated useful lives ofthe products concerned (generally between three and five years; ten years in the case of the OnePlatform).

We must therefore evaluate the commercial and technical feasibility of those developmentprojects and estimate the useful lives of the products resulting from the projects. Should a productfail to substantiate those assumptions, we may be required to impair or write off some of thecapitalized development costs in the future.

Purchase price allocation and allocation of goodwill

The amount of goodwill determined in a business combination is dependent on the allocationof the purchase price over the corresponding equity in the fair value of the underlying assetsacquired and the liabilities assumed: a process that requires a significant level of estimation andjudgment.

Under IFRS, goodwill is not amortized but will be reviewed for impairment at least annually atthe level of the CGU or group of CGUs. Goodwill is to be allocated to each of the acquirer’s CGUsor groups of CGUs that is expected to benefit from the synergies of the business combination.Such allocation represents the lowest level at which the goodwill is monitored for internalmanagement purposes and is not larger than an operating segment.

Therefore, changes in the way management monitors goodwill or in the segment reportingstructure may require a reallocation and trigger the need for an impairment test.

Impairment testing of the recoverable amount of a CGU or group of CGUs

The determination of impairment under IAS 36 will require the use of estimates which includebut are not limited to the cause, the timing and the amount of the impairment. As such, thedetermination of the recoverable amount represents an area where significant assumptions andjudgment are required.

The recoverable amount is the higher of the fair value less costs to sell and the value in use:

• fair value less costs to sell is the best estimate of the amount obtainable from the sale of aCGU in an arm’s-length transaction between knowledgeable, willing parties, less the costs ofdisposal. Because the fair value of our CGUs is rarely expected to be directly observable, itwill be determined on the basis of available market information, such as revenue andEBITDA multiples for comparable companies or transactions, or discounted cash flowsincluding market participant assumptions on weighted average costs of capital or long-termgrowth rates; and

• value in use is determined by our management based on the discounted cash flows derivedfrom the applicable business plan.

When cash flow projections are used, they will be based on economic and regulatoryassumptions and forecast trading conditions, including:

• the influence of competitors;

• the evolution and utilization of new technologies;

• the level of appeal of these new technologies and related products or services to thecustomers; and

• the long-term growth rate and discount rate.

The values assigned to each of those parameters reflect past experience and anticipatedchanges over the period of the business plans.

The methodology used and the related estimates have a material impact on the recoverablevalue and ultimately the amount of any asset impairment. If the assumptions do not materialize asexpected, this may result in decreased revenue, EBITDA or cash flows and materially change thepotential impairment.

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Accounting for income taxes

The eDreams ODIGEO Group applies a consolidated taxation framework. As at December 31,2013, the eDreams ODIGEO Group encompassed three distinct consolidated tax groups: Spain,France and the U.S. The Spanish consolidated tax group is headed by eDreams Inc. and includesVacaciones eDreams, S.L.U. and eDreams International Network, S.L. The French consolidated taxgroup is headed by Lyeurope S.A.S. and includes Lyparis S.A.S., GoVoyages S.A.S., GoVoyagesTrade S.A.S. and Opodo S.A.S. For U.S. income tax purposes, all subsidiaries (in)directly owned byeDreams Inc., except eDreams GmbH, are considered disregarded entities, which effectively resultsin the existence of a U.S. tax group. Within the consolidated taxation framework, the entitiesheading each tax group pay the income taxes for such group, and the remaining companies ofeach group settle their income taxes with their respective head of the tax group. The companieswithin the eDreams ODIGEO Group that are not a member of a consolidated tax group pay theirincome taxes on an individual basis directly to the tax authority of the country of their residence.

The total income tax expense is the sum of the current tax and deferred tax.

Current tax: The current tax payable is based on taxable profit for the year. Taxable profit maydiffer from the profit as reported in the consolidated income statement because of items of incomeor expense that are taxable or deductible in other years (temporary differences) and items that arenever taxable or deductible (permanent differences). The eDreams ODIGEO Group’s liability forcurrent tax is calculated using income tax rates that have been either fully or substantively enactedby the end of the reporting period.

Deferred tax is recognized on temporary differences between the carrying amounts of assetsand liabilities in the consolidated financial statements and the corresponding tax bases used in thecomputation of taxable profit. Deferred tax liabilities are generally recognized for all taxabletemporary differences. Deferred tax assets are generally recognized for all deductible temporarydifferences to the extent that it is probable that taxable profits will be available against which thesedeductible temporary differences can be utilized. Such deferred tax assets and liabilities are notrecognized if the temporary difference arises from goodwill or from the initial recognition (other thanin a business combination) of other assets and liabilities in a transaction that affects neither thetaxable profit nor the accounting profit.

Significant judgment on the part of management is required in determining current anddeferred income taxes, as a result of the inherent necessity of interpreting tax laws or assessing therespective technical merits of the company and tax administration positions following a tax audit aswell as assessing the availability of future taxable income that can be offset against tax loss carryforwards within the appropriate time frame, as estimated by management.

The realization of deferred tax assets is also reviewed by management using each entity’s taxforecast based on budgets and strategic business plans.

Upon the acquisition of Opodo, we had trade losses carried forward which could be offsetagainst future trade income without limitation. In addition, Opodo had capital allowances carriedforward which could be utilized against future taxable profits without limitation. The OpodoAcquisition has not triggered the U.K. rules regarding the change in the nature or conduct of abusiness. Prior to the Opodo Acquisition, Opodo had recognized a deferred tax asset ofe55.9 million (based on a total amount of trade losses and capital allowances carried forwardamounting to e215.1 million). We analyzed the recoverability of the deferred tax asset according toIFRS at the Opodo level and concluded that a revaluation of the tax asset was not necessary giventhat there was no change in the probability of utilizing such tax losses. However, the recognizeddeferred tax asset was reduced by e5.6 million as a result of changes in the U.K. tax rate and theoverstatement of certain assets as at acquisition date. These amendments were considered part ofthe accounting of the business combination as indicated in paragraph 67 of IAS 12 Income Taxes(‘‘IAS 12’’). As at December 31, 2013, Opodo had deferred tax assets of e25.0 million relating tounused trade losses and capital allowances carried forward.

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Accounting for provisions and liabilities

In the ordinary course of business, we are involved in a number of litigations and claims. Thecosts that may result from these litigations and claims are only accrued when it is probable that aliability will be incurred and the amount of that liability can be quantified or estimated within areasonable range. The amount of the provisions recorded is based on a case-by-case assessmentof the risk level, and events arising during the course of legal proceedings may require areassessment of this risk.

We exercise significant judgment in measuring and recognizing provisions or determiningexposure to contingent liabilities that are related to pending litigation or other outstanding claims.These judgments and estimates are subject to change as new information becomes available. Anychange could lead to a different conclusion regarding the amount of the provision or liabilityrecognized and could have a significant effect on our Consolidated Financial Statements.

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INDUSTRY OVERVIEW AND MARKET DATA

Certain information set forth in this section has been derived from external sources, includingthe PhoCusWright reports identified in ‘‘Market and Industry Data’’. Industry surveys and publicationsgenerally state that the information contained therein has been obtained from sources believed to bereliable, but some of this information may have been derived from estimates or subjective judgmentsor have been subject to limited audit and validation. While we believe this market data to beaccurate and correct, we have not independently verified it. Market data presented in this sectionare based principally on PhoCusWright’s aggregations or calculations of gross bookings, revenues(on a net basis) and operating margins from publicly available sources, unless otherwise stated. Ourestimates of our sector positions are based on gross bookings in 2012. We have accuratelyreproduced the sector share and industry data, and as far as we are aware and able to ascertainfrom various market research publications, publicly available information and industry publications,including reports published by the third-party sources identified in ‘‘Market and Industry Data’’, nofacts have been omitted which to our knowledge would render the reproduced informationinaccurate or misleading. However, you should note that the measures aggregated or calculated byPhoCusWright are non-GAAP measures and as a result, may not be directly comparable to similarlytitled measures disclosed among companies operating in our industry, including us.

As presented herein, PhoCusWright data for the period 2007-2012 are actual and data for theperiod 2013-2015 are estimated.

The following is an overview of the online travel industry, including outlook and drivers of theindustry. Within this industry, we look at the more specific market of online travel agencies (‘‘OTAs’’)in the online flight sector, including us, and discuss key trends within this market. We also discusscompetition within the travel industry, as well as the principal countries in which we operate.

Online Travel Industry

Overview

The online travel industry, particularly the online leisure flight sector in which we principallyoperate, is a large and fast growing global market. The online travel industry includes leisure andcorporate online bookings of flights, other transportation and hospitality products, as well asancillary products such as travel insurance. With worldwide consumer spending of approximately$349 billion in the year ended December 31, 2012 and estimated spending of $402 billion in theyear ended December 31, 2013, the online leisure travel sector is the largest eCommerce categoryin the world and at least twice the size of online apparel and at least three times the size of onlinesoftware and apps, which are the next two largest eCommerce categories after online leisure travel.The corresponding worldwide consumer spending growth rate of 15.2% in the year endedDecember 31, 2013 compared to the prior year would also suggest the online leisure travel sectoris fast growing. (Source: IDC, Worldwide New Media Market Model, 1H13)

According to PhoCusWright, the proportion of online travel gross bookings as a percentage oftotal travel gross bookings (‘‘online travel penetration’’) in Europe, our principal geographic region,reached 40% in 2012 from 34% in 2010. Online travel penetration in other geographic regions inwhich we also operate has also been rising with respect to the travel industry generally, whichencompasses more than 400,000 companies. The following graph sets out online travel penetrationin each of the United States, Europe, APAC and LatAm in the years ended December 31, 2010 and2012.

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Online travel penetration

39%

34%

20%

14%

41% 40%

24%21%

US W. Europe APAC LatAm

2010A 2012A1

(1) 2012E for LatAm

Source: Estimates and projections from PhoCusWright U.S. Online Travel Overview 12th Edition (2012); PhoCusWrightEuropean Online Travel Overview 9th Edition (2013); PhoCusWright Asia Pacific Online Travel Overview 6th Edition (2013);PhoCusWright Latin America Online Travel Overview (2011).

Outlook and Drivers of Online Travel

The following table sets out gross bookings (according to PhoCus Wright) in the online travelmarket (OTAs and supplier direct websites) for each of Western Europe, Asia-Pacific (‘‘APAC’’), theUnited States and Latin America (‘‘LatAm’’).

Online travel market (Online travel gross bookings, US$ bn)10-13E 13-15E

2010 2011 2012 2013E 2014E 2015E CAGR CAGR

W. Europe . . . . . . . . . . . . . 105.0 121.3 137.2 147.9 161.5 174.6% growth(1)(2) . . . . . . . . . . . 15.5% 13.2% 7.7% 9.2% 8.1% 12.1% 8.7%APAC . . . . . . . . . . . . . . . . . 53.2 66.9 79.2 93.4 108.5 126.6% growth(2) . . . . . . . . . . . . . 25.8% 18.4% 17.9% 16.2% 16.7% 20.6% 16.4%U.S. . . . . . . . . . . . . . . . . . 100.0 114.0 126.0 136.0 145.0 n/a% growth(2) . . . . . . . . . . . . . 14.0% 10.5% 7.9% 6.6% n/a 10.8% n/aLatAm . . . . . . . . . . . . . . . . 8.2 11.2 14.3 17.2 n/a n/a% growth(2) . . . . . . . . . . . . . 36.6% 27.7% 20.3% n/a n/a 28.0% n/aTotal . . . . . . . . . . . . . . . . . 266.4 313.4 356.7 394.5 n/a n/a% growth(2) . . . . . . . . . . . . 17.6% 13.8% 10.6% n/a n/a 14.0% n/a

(1) We used the following euro to U.S. dollar exchange rate to convert euro amounts PhoCusWright European OnlineTravel Overview 9th Edition (2013) to U.S. dollar amounts: e1 = US$ 1.3780 (Source: WMR; December 31, 2013).

(2) Percentage growth compared to prior year.

Source: PhoCusWright U.S. Online Travel Overview 12th Edition (2012); PhoCusWright Asia Pacific Online Travel Overview6th Edition (2013); PhoCusWright European Online Travel Overview 9th Edition (2013); PhoCusWright Latin American OnlineTravel Overview (2011).

The following is a discussion of key drivers affecting the worldwide online travel industry. Asdiscussed below, we believe that our markets present attractive growth prospects, driven bycompounding factors: the broader travel market is expected to experience long-term growth abovethat of real GDP as it has done historically, the online sales channel is expected to grow faster dueto increasing online travel penetration, and within online the OTA sector is expected to grow evenfaster given the attractive value proposition that OTA companies offer over suppliers’ own individualonline channels.

Improved Macroeconomic Environment

The discretionary nature of certain travel spending, mainly driven by leisure customers butalso in certain areas of the corporate sector, leads to a correlation between the macroeconomicenvironment and the strength of the traditional and online travel industries. Beginning in 2008 andcontinuing throughout 2009, the global economy experienced a prolonged recession that

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significantly impacted the travel industry, particularly the traditional travel sector as offline travelagents were less able to offer price-sensitive customers attractive prices for their travel products.According to PhoCusWright, in 2009 compared to 2008, travel market gross bookings decreased by10.4% in Europe and by 15.3% in the United States. Since that time, the improved macroeconomicenvironment has driven passenger traffic upwards, particularly in Europe.

Notwithstanding the uncertainty and challenges of the global economic situation in the recentpast, we believe that the long-term correlation and relationship observed historically between globalGDP growth and the growth of the travel industry is likely to persist. As set out in the graph below,between 1980 and 2013, the flight sector, measured by air passenger traffic, has outgrown worldGDP trends by a factor of 1.6x. As a result, we expect that the travel market will continue benefittingfrom the economic recovery. In its November 2013 publication on Eurozone Q3 GDP, IHS forecaststhe Eurozone’s real GDP to grow at a CAGR of 0.2% between 2012 and 2014. In comparison,PhoCusWright forecasts the European travel market to grow at a CAGR of 2.8% between 2012 and2014.

Passenger traffic growth vs. world GDP growth

1.0x

1.2x

1.4x

1.6x

1.8x

2.0x

2.2x

2.4x

100

200

300

400

500

1980 1985 1990 1995 2000 2005 2010 2015

Travel/GDP Ratio3World GDP growth2Passenger traffic growth1

(1) ICAO for passenger figures indexed to 1980.

(2) EIU GDP in constant US$ (2005) indexed to 1980.

(3) Calculated as passenger traffic growth index divided by World GDP growth index.

Source: EIU, ICAO, PhoCusWright European Online Travel Overview 9th Edition (2013), Eurostat.

Shift from Offline to Online Travel Bookings

Historically, the distribution of travel products and services has been dominated by traditional‘‘brick & mortar’’ travel agents. However, over a period of more than ten years the internet hasdisrupted the travel industry’s traditional sales channels. An increasing proportion of consumers areopting to book their travel arrangements online, benefiting from the convenience of 24/7 access, theoption to research an exhaustive list of schedules and availability and the ability to compare fares inreal time. As a result of this online travel penetration has increased in the United States, Europe,APAC and LatAm from 2010 to 2012 as exhibited in the table above.

Online travel penetration rates vary widely across geographies and countries. Access to theinternet, broadband penetration, general e-commerce adoption, the breadth of travel productsoffered online and the availability of locally-relevant electronic payment methods are generally seenas the key drivers of online travel penetration in any given territory. Structural trends are also drivingthe growth in the penetration of online travel bookings. These include the aforementioned factorsbut also the shift in demographics towards generations of consumers who are less likely toconsider offline booking channels, the emergence of mobile distribution channels, the increasingability of online players to cater to complex and bespoke travel journeys and the increasingrelevance of reviews and recommendation engines powered by online social networks.

According to IDC, Worldwide New Media Market Model, 1H13 data, the worldwide percentageof population using the internet was 30% in 2011 and is expected to grow to 41% in 2015. Theworldwide percentage of households with broadband access was 29% in 2011 and is expected togrow to 36% in 2015. Online penetration is significantly higher in Western Europe: the percentageof population using the internet was 77% in 2011 and is expected to grow to 83% in 2015 and thepercentage of households with broadband access was 66% in 2011 and is expected to grow to73% in 2015.

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Increasing Market Share of OTAs in Online Travel

Two principal types of operators compete in the online travel industry: the supplier directwebsites (e.g., airlines, hotels, etc.) and OTAs. OTAs have become popular with consumers due totheir extensive range of products from multiple suppliers, sometimes exclusive inventory in the formof special fares, powerful aggregation capacity and user-friendly interfaces to compare travel dealsin real time. In particular, some OTAs have the ability to segment itineraries with several ‘‘legs’’using different airlines, which can produce costs savings that are valued by customers. From thesuppliers’ standpoint, OTAs offer an efficient distribution channel, especially in fragmented andnon-home markets where the suppliers’ brand awareness may be limited.

OTAs have progressively gained share over supplier direct websites (except in the UnitedStates) as shown in the following graph, which sets out OTA gross bookings as a percentage oftotal online travel gross bookings in the United States, Europe, APAC and LatAm:

OTA gross bookings as a % of total online gross bookings

39%35%

30%27%

35%38%

33% 34%

US W. Europe APAC LatAm

2010A 2012A1

(1) 2012E for US and LatAm.Source: Estimates & projections from PhoCusWright U.S. Online Travel Overview 12th Edition (2012); PhoCusWrightEuropean Online Travel Overview 9th Edition (2013); PhoCusWright Asia Pacific Online Travel Overview 6th Edition (2013);PhoCusWright Latin America Online Travel Overview (2011)

According to PhoCusWright, gross bookings of OTAs worldwide have increased 14.1% fromgross bookings of $111.7 billion in the year ended December 31, 2011 to $127.4 billion in the yearended December 31, 2012. In Western Europe, the OTA sector is expected to grow at a CAGR of16.0% in the period from 2010 to 2013 in terms of gross bookings, reaching an estimated$57.9 billion of gross bookings in 2013. Over the same period in Europe, gross bookings bysupplier direct websites are expected to grow at a CAGR of 9.8%.

The following table sets out the evolution and expected evolution of OTA gross bookings foreach of Western Europe, APAC, the United States and LatAm.

Online travel market (OTA gross bookings, US$ bn)10-13E 13-15E

2010 2011 2012 2013E 2014E 2015E CAGR CAGR

W. Europe . . . . . . . . . . . . . . 37.1 45.4 52.7 57.9 65.1 71.9% growth(1)(2) . . . . . . . . . . . . 22.4% 16.1% 9.9% 12.4% 10.5% 16.0% 11.4%APAC . . . . . . . . . . . . . . . . . 16.1 21.5 25.9 30.6 35.6 41.2% growth(2) . . . . . . . . . . . . . 33.5% 20.5% 18.1% 16.3% 15.7% 23.9% 16.0%US . . . . . . . . . . . . . . . . . . . 39.5 41.4 43.9 46.4 49.1 n/a% growth(2) . . . . . . . . . . . . . 5.0% 6.0% 5.7% 5.8% n/a 5.6% n/aLatAm . . . . . . . . . . . . . . . . . 2.2 3.4 4.9 n/a n/a n/a% growth(2) . . . . . . . . . . . . . 54.5% 44.1% n/a n/a n/a n/a n/aTotal . . . . . . . . . . . . . . . . . . 94.9 111.7 127.4 n/a n/a n/a% growth(2) . . . . . . . . . . . . . 17.8% 14.1% n/a n/a n/a n/a n/a

(1) We used the following euro to U.S. dollar exchange rate to convert euro amounts PhoCusWright European OnlineTravel Overview 9th Edition (2013) to U.S. dollar amounts: e1 = US$ 1.3780 (Source: WMR; December 31, 2013).

(2) Percentage growth compared to prior year.Source: PhoCusWright U.S. Online Travel Overview 12th Edition (2012); PhoCusWright Asia Pacific Online Travel Overview6th Edition (2013); PhoCusWright European Online Travel Overview 9th Edition (2013); PhoCusWright Latin American OnlineTravel Overview (2011).

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eDreams ODIGEO is present and growing in 16 of top 18 online travel markets identified byPhoCusWright.

Online travel gross bookings growth in 2012(1)

eDreams ODIGEO presence

Peru

Colombia

Argentina

Chile

Singapore

Mexico

Brazil

India

Italy

China

Spain

Nordics

ANZ

France

Germany

Japan

UK

US

40%

26%

42%

29%

18%

25%

28%

25%

11%

20%

15%

7%

9%

7%

10%

10%

5%

9%

(1) Countries ordered by gross bookings in 2010 (from lowest to highest).

Source: PhoCusWright Global Online Trend Overview 2nd Edition (2011); PhoCusWright European Online Travel Overview9th Edition (2013); PhoCusWright U.S. Online Travel Overview 12th Edition (2012).

OTAs and the Online Flight Sector

Overview and Key Trends

According to PhoCusWright’s ‘‘Online Travel Agency Flight Retailing’’ report (February 2014)commissioned by and prepared for the Company, which analyses the worldwide OTA flight sectorbased on a set of key OTAs selected by PhoCusWright (the ‘‘PhoCusWright CommissionedReport’’), online flight represents the largest sector within OTAs by gross bookings although itssignificance varies by geographic region. Flight gross bookings in Europe represented asignificantly higher percentage of total OTA gross bookings (74% in the year ended December 31,2012) compared to other major regions such as the United States (57% in the year endedDecember 31, 2012) and APAC (65% in the year ended December 31, 2012).

The flight sector is complex. Over time airlines have developed very advanced yieldmanagement systems that result in the same flight products being sold at an array of differentprices. In the past, GDSs, which were systems built by airlines, were the only tool that customersand travel agents had to compare such vast array of prices for flight products and historically, travelagents were incentivized to sell flight products at high prices as their revenue was largelydependent on commissions paid by airlines in proportion to the price of the flight products theysold. Over time, the flight sector landscape has changed significantly due to a number of keydevelopments and trends.

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The following is a discussion of key trends affecting the flight sector in Europe, which is ourkey geographical region:

Recovering macroeconomic environment. Following the challenges of the economic crisis in2009, flight travel volumes in Northern Europe have returned to growth as the region’s economieshave generally recovered. While flight travel volumes in Southern Europe lagged due to the morechallenging domestic economic conditions and austerity measures that countries in this regionexperienced, the improved macroeconomic environment has driven, and is expected to continuedriving, passenger traffic upwards. One trend that has continued from the economic crisis is thatconsumers continue to be price-sensitive and value OTA’s ability to discover or structure thecheapest fares.

Online travel market share gains from offline travel. As discussed in ‘‘—Online TravelIndustry—Outlook and Drivers of Online Travel’’ and ‘‘—Online Travel Industry—Outlook and Driversof Online Travel—Shift from Offline to Online Travel Bookings’’, online travel penetration hasincreased in the United States, Europe, APAC and LatAm from 2010 to 2012. We believe this trendcontinued in 2013 and that the share gain will continue given the factors discussed above.

Increasing market share of OTAs in online travel. As discussed in ‘‘—Online Travel Industry—Outlook and Drivers of Online Travel—Increasing Market Share of OTAs in Online Travel’’, OTAshave progressively gained market share over supplier direct websites in terms of gross bookings inEurope, APAC and LatAm.

Broad selection of destinations and departure times. Short-haul travel within Europe hasincreased significantly over the last ten years as immigration rules have been relaxed. In the longterm, long-haul travel is expected to be a key growth driver for the industry going forward asintercontinental travel becomes more affordable and appeals to an increasingly broad base ofconsumers. In addition, leisure customers are expected to continue traveling to a variety ofdestinations and so concentration on any particular destination is expected to be low. OTAs providean exhaustive list of alternative travel arrangements, across suppliers and routes compared tosupplier direct, which are often limited to a particular set of routes. Long-haul journeys, in particularthose involving connecting flights, can be more complex to book and create an opportunity forintermediaries, such as OTAs to add value for customers.

Globalization. Suppliers, distributors and other competitors are increasingly focusing on howbest to adapt and benefit from globalization, which is a trend that benefits travel companies withlarge scale and the ‘‘know-how’’ to operate internationally.

Increasing prominence of Direct Connect. Over the past several years, there has been anincreasing trend of OTAs, through their use of the internet and technological innovation, accessinginventory not only from GDSs but also by connecting directly to supplier systems to minimize the‘‘all-in price’’ for customers and create new itineraries and product combinations that were notavailable elsewhere. Such developments have not only benefitted customers who now have accessto flight products at cheaper prices and to inventory that previously did not exist, but also partnerairlines who have increased sales due to the increased distribution of their flight products throughOTAs.

Low Cost Carriers (‘‘LCCs’’). Certain airlines have expanded the number of routes they offerthroughout Europe. Their proposition to offer a ‘‘no frills’’ yet efficient service along popular short-to mid-haul routes at very competitive fares has won the endorsement of consumers and has ingeneral impacted pricing by all airlines and made travel more affordable.

Emerging markets carriers. The Persian Gulf’s strategic location between Europe and Asia, aswell as the growth experienced by its local economies in recent years, has led to the developmentof new travel hubs and strong flagship airlines out of Dubai (Emirates), Abu Dhabi (Etihad) andQatar (Qatar Airways). These carriers are increasingly competing with European airlines forpassengers flying on long-haul flights and seeking to increase their presence outside of their homemarkets.

Airline consolidation. The economic crisis accelerated a consolidation trend among aircarriers in Europe. For example, Air France and KLM merged in 2004 and British Airways and Iberiacombined in 2010. Moreover, a number of airlines have declared bankruptcy, including Spainair in

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Spain, Malev in Hungary, Cimber Sterling in Denmark and Wind Jet in Italy. Continuedconsolidation, together with the airlines’ attempt at optimizing flight occupancy rates, could result infurther capacity reduction. However, we do not expect the same level of consolidation in Europecompared to the United Sates in light of the heterogeneity and the complexity of the Europeanflight market compared to that of the United States. Also, new airlines such as Volotea andNorwegian have recently been created or are reaching scalability, which helps counterbalance anyof the potential aforementioned capacity reduction.

Fare Deconstruction. In the wake of market share gains by LCCs, traditional airlines areincreasingly offering ‘‘a la carte’’ services on top of basic airfares in order to enhance thecompetitiveness of their offerings. Consumers can pay extra fees to be served meals, check inexcess luggage, choose their seats or board the aircraft early, purchase exchangeable orreimbursable tickets, etc. The comparison engine of OTAs is particularly valuable in an environmentwhere prices and services are increasingly complex, including in respect of the trend of airlines tounbundle their prices.

Reduction of Airline Commissions to Travel Agents. Airlines began reducing commissionspaid to travel agents in 2003, which required travel agents to find new sources of revenues andreduced dependency on airline commissions, which currently represents a small fraction of OTArevenue in Europe.

OTA Flight Revenue and Margins

According to the PhoCusWright Commissioned Report, revenues (on a net basis) for OTAsrelating to the sale of flight products has increased steadily since 2009. In the year endedDecember 31, 2009, worldwide OTA revenues (on a net basis) for flight products was $1.2 billion.OTA revenues for flight products increased at a CAGR of 8% since that time to reach $1.5 billion inthe year ended December 31, 2012. On a regional basis, the United States is the largestgeographical region in terms of OTA revenue for flight products at $659 million for the year endedDecember 31, 2012. Europe is the second largest with OTA revenue for flight products of$489 million the same year followed by APAC with $319 million.

OTA margins on flight products (as measured by flight revenue divided by flight grossbookings) has remained reasonably stable worldwide in the last five years except in the UnitedStates. Margins on flight products vary considerably from region to region. For the year endedDecember 31, 2013, margin on flight products in Europe is estimated to be 5.7% compared to 2.3%in the United States. Margins in APAC and LatAm were also projected to be significantly higher thanthe United States at 5.5% and 5.4%, respectively. This reflects the less favorable competitivedynamics of the U.S. market, while OTAs in other geographical regions are able to monetize greateramounts from each flight booking.

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Flight revenue/flight gross bookings (%)—Margins outside the UnitedStates are stable and approximately 3 times higher

7.0%

6.0%

5.0%

4.0%

3.0%

2.0%

1.0%

0.0%2009 20112010 2012 2013*

APAC Europe LATAM U.S.**

* Totals include full year projections for private OTAs and actuals for the nine months ended September 30, 2013 forpublic OTAs.

** Excludes non-U.S. figures for U.S. OTAs.

Source: PhoCusWright Commissioned Report based on a set of key OTAs selected by PhoCusWright.

Key Differences between the European and U.S. OTA Markets

The European travel market and the U.S. travel market (where we have a relatively smallpresence) are structurally different. The fragmentation of the European market, across countries,routes, languages, consumer preferences, currencies, payment methods, regulatory environmentsand tax regimes makes the aggregation of travel supply and demand all the more valuable.Fragmentation is the cornerstone of the strong competitive position achieved by OTAs in theEuropean travel industry’s value chain. In contrast, the U.S. travel market is characterized by a highdegree of concentration. As a result, OTAs in the United States may be perceived as providing acommoditized service and thus adding less value than they do in Europe.

In addition, the number of travel suppliers is significantly larger in Europe than it is in theUnited States. For instance, according to IATA, most countries have their own airlines, includingfull-service airlines and LCCs, leading to approximately 120 airlines in Europe, versus approximately60 in North America as of 2010. Google Trends data for the year ended December 31, 2012suggests that the major ‘‘flag carrier’’ airlines, such as Air France, Alitalia, Iberia and British Airways,tend to enjoy strong brand recognition principally in their respective home markets. Outside theirhome markets, OTAs and in particular the eDreams ODIGEO brands tend to have higher brandrecognition. Consequently, OTAs play an important role in the European travel landscape, helpingconsumers to find the optimal product or service at the best price and helping suppliers to fillcapacity.

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The following table highlights the key differences between the OTA markets in United Statesand Europe:

Europe USS

uppl

y

Number of airlines1

Market share of top 4 airlines1

Airline brand recognition Low High

40% 56%

c.120 c.60

Cus

tom

er h

abits Proportion of domestic vs.

International travel1

Fragmentation of flight routes1,2

Multi-legend segments Many Fewer

Dis

trib

utio

n

OTA market concentration3,4

Service fee by airlines/OTAs

Oth

er

Number of countries 50 1

Languages 235 26

Currencies 137 1

Legal, Tax, Payment methods Many Fewer

Int'l,80%

Int'l,23%

Domestic20%

Domestic77%

6% 24%

Top 3Players

57%Top 3

Players88%

Other12%

Other47%

(1) Based on industry research.

(2) Top 10 ‘‘from-to’’ city pairs, presented as a percentage of total passengers.

(3) Top 3 players in Europe refers to eDreams ODIGEO, Priceline and Expedia based on gross bookings.

(4) Top 3 players in the United States refers to Expedia, Orbitz and Travelocity based on gross bookings.

(5) European Union designated by agreement with member states.

(6) English and Spanish taken into account.

(7) Includes Norway, Switzerland and 11 countries belonging to the European Union but not to the Eurozone.

Source: PhoCusWright Global Online Trend Overview 2nd Edition (2011); PhoCusWright European Online Travel Overview9th Edition (2013); PhoCusWright U.S. Online Travel Overview 12th Edition (2012).

Competition

The global OTA market includes a wide range of public and private companies, some of whichhave a clear regional focus while others operate across regions and worldwide. According to thePhoCusWright Commissioned Report, with gross bookings for flight products of $4.8 billion andrevenue for flight products of $392 million, in each case, in the year ended March 31, 2013, we arethe leading online distributor of flight products in Europe.

The European travel market is competitive. Market participants vying for the same consumertravel spending include other OTAs, traditional (offline) travel agencies and travel suppliersthemselves, such as airlines, hotels and tour operators, which need to balance the yield

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enhancement that intermediaries can induce with the associated customer acquisition costs.Competitors in our market include:

OTAs. The OTA sector is itself highly fragmented with more than 600 OTAs worldwide andcompetition varying by country, segment and products. While there are a number of global OTAswith brand presence across multiple countries, each country has regional OTAs competing in theirrespective markets. Within the flight sector specifically, our competitors are different in each country,reflecting the highly localized nature of the travel industry.

Traditional Travel Agencies (‘‘TTAs’’). We estimate that there are over 400,000 travelcompanies worldwide. In the principal European countries in which we operate, the majority oftravel bookings are still made through TTAs. TTAs are typically small in size compared to OTAs andlack the scale, brand recognition and technological resources often associated with OTAs. TTAstypically have a small number of employees and rely significantly on manual processes that are notas efficient as the automation used by many OTAs. Since their inception, OTAs have gained marketshare from TTAs on a gross bookings basis is discussed above.

Airline and Hotel Direct Websites. Airlines and hotels are strong partners and suppliers ofOTAs and have benefitted from mutual cooperation since OTAs began operating. However, airlinesand hotels as suppliers also try to diversify their distribution channels and seek to acquirecustomers directly. As such, hotel and airline websites are competitors of OTAs with respect tocustomer acquisition. Airline and hotel direct websites, like OTAs, have shown strong growth in thepast years, but recently, OTAs have been gaining share from supplier direct in all markets exceptthe United States, as discussed above.

Pure Metasearch Companies. Metasearch companies, such as Kayak and Skyscanner aredistributors of OTAs. They source customers and send them to OTAs and Suppliers sites tocomplete a booking. Although we do not directly compete with metasearch companies, we seek todiversify our distribution channels and as such could be seen to compete with metasearchcompanies with respect to customer acquisition. Metasearch companies have been present in theEuropean online travel market since the inception of eDreams ODIGEO but have not grown asstrongly as large OTAs. Two of our OTA competitors previously made acquisitions in themetasearch space, namely Priceline with Kayak and Expedia with Trivago, and we addedmetasearch capabilities to our operations with the acquisition of Liligo in October 2013.

Google. Google is an important source of customers for most online businesses. Googleacquired ITA, a U.S.-based flight information software company, in 2010 and has used itstechnology to launch Google Flights, a metasearch service in the United States and Europe. OTAsand supplier direct websites have continued showing strong growth after the ITA acquisition andafter the launch of Google Flights.

Our Geographical Markets

Our principal operations are in France, Germany, Italy, Spain, the United Kingdom and theNordic region. The information below has been sourced from the PhoCusWright European OnlineTravel Overview 9th Edition (2013) and 8th Edition (2012) and is presented in euro unless otherwisestated.

France

According to PhoCusWright, the travel market in France is the third largest in Europe withgross bookings of e43.8 billion in 2012, which are expected to reach e46.8 billion in 2014(2012-2014 CAGR of 3.4%). The flight sector accounted for e21.5 billion of gross bookings in 2012,the majority of which were generated by full-service airlines. Historically, there have been fewerLCCs in France because of the lack of viable domestic air routes driven in part by an efficienthigh-speed train network. LCC penetration is however expected to increase in the future.

According to PhoCusWright, online travel penetration in France has grown from 34% in 2010to 42% in 2012 and is expected to reach 46% in 2014. The online travel industry grew frome13.3 billion in 2010 to e18.5 billion in 2012, and is expected to reach e21.7 billion in 2014(2012-2014 CAGR of 8.3%). In 2012, supplier websites accounted for 57% of online travel grossbookings while OTAs accounted for 43%.

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In the French leisure sector, our main competitors are TTAs (including travel agency networkssuch as AS Voyages, integrated networks such as Thomas Cook, and travel agencies created bysupermarket distribution groups such as E.Leclerc Voyages), other OTAs such as Expedia andOrbitz/eBookers, and regional and local players.

We believe we are the largest OTA in the flight sector in France based on total flight grossbookings in 2012.

Germany

According to PhoCusWright, Germany is the largest travel market in Europe withapproximately e56.8 billion of gross bookings in 2012, which are expected to reach e59.5 billion in2014 (2012-2014 CAGR of 2.3%). The flight sector comprised e29.5 billion of gross bookings, ofwhich e4.7 billion was from LCCs in 2012.

Online travel penetration has grown from 32% in 2010 to 36% in 2012 and is expected toreach 41% in 2014. The online travel industry grew from e15.4 billion in 2010 to e20.2 billion in2012, and is expected to reach e24.3 billion in 2014 (2012-2014 CAGR of 9.7%). In 2012, supplierwebsites accounted for 58% of online travel gross bookings while OTAs accounted for 42%.

The German OTA sector is highly fragmented, with our main flight-focused OTA competitorsconsisting of Expedia and Unister. Our competitors also include TTAs.

We believe we are the second largest OTA in the flight sector in Germany based on total flightgross bookings in 2012.

Spain

According to PhoCusWright, Spain is the fourth largest travel market in Europe with grossbookings of e20.0 billion in 2012, which are expected to reach e21.4 billion in 2014 (2012-2014CAGR of 3.4%). The flight sector accounted for e6.0 billion of gross bookings in 2012, the majorityof which were derived from full-service airlines. Spain has been particularly affected by theeconomic downturn and the recovery of the Spanish travel industry is expected to be protracted.

Online travel penetration has grown from 25% in 2010 to 29% in 2012 and is expected toreach 31% in 2014. The online travel market grew from e5.0 billion in 2010 to e5.7 billion in 2012,and is expected to reach e6.7 billion in 2014 (2012-2014 CAGR of 8.4%). In 2012, supplier websitesaccounted for 47% of online travel sales while OTAs accounted for 53%.

Our principal competitors in Spain include Rumbo and offline travel agents such as El CorteIngles and Halcon Viajes.

We believe we are the second largest OTA in Spain in the flight sector based on total flightgross bookings in 2012.

Italy

According to PhoCusWright, the Italian travel market is the fifth largest in Europe, with grossbookings of e20.5 billion in 2012, which are expected to remain flat in 2014. The flight sectorcomprised e5.0 billion of gross bookings, of which e0.6 billion from LCCs in 2012.

Online travel penetration has grown from 22% in 2010 to 27% in 2012 and is expected toreach 33% in 2014. The online travel industry grew from e4.0 billion in 2010 to e5.6 billion in 2012,and is expected to reach e6.9 billion in 2014 (2012-2014 CAGR of 11%). In 2012, supplier websitesaccounted for 46% of online travel gross bookings while OTAs accounted for 54%.

In Italy, our main competitors are TTAs (numbering over 10,000), as well as OTAs such asExpedia, Bravofly and Volagratis.it.

We believe we are the second largest OTA in the flight sector in Italy based on total flightgross bookings in 2012 and excluding non-flight focused OTAs.

United Kingdom

According to PhoCusWright, the U.K. travel market is the second largest travel market inEurope with gross bookings of e48.5 billion in 2012, which are expected to reach e53.0 billion in

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2014 (2012-2014 CAGR of 4.6%). The flight sector comprised e24.6 billion of gross bookings, ofwhich e5.6 billion was from LCCs in 2012.

Online travel penetration has grown from 49% in 2010 to 55% in 2012 and is expected toreach 57% in 2014. The online travel industry grew from e20.8 billion in 2010 to e26.4 billion in2012, and is expected to reach e30.0 billion in 2014 (2012-2014 CAGR of 6.5%). In 2012, supplierwebsites accounted for 70% of online travel gross bookings while OTAs accounted for 30%.

In the United Kingdom, our main competitors are ‘‘high street’’ travel agents and OTAs suchas Expedia and eBookers.

We believe we are the fourth largest OTA in the flight sector in the UK based on total flightgross bookings in 2012.

Nordics

According to PhoCusWright, the Scandinavian travel market including Denmark, Norway andSweden reached gross bookings of e14.4 billion in 2012, which are expected to reach e15.9 billionin 2014 (2012-2014 CAGR of 5.1%). The flight sector comprised e6.5 billion of gross bookings, ofwhich e1.6 billion was from LCCs in 2012.

Online travel penetration has grown from 48% in 2010 to 55% in 2012 and is expected toreach 60% in 2014. The online travel industry grew from e 6.2 billion in 2010 to e8.2 billion in 2012,and is expected to reach e9.6 billion in 2014 (2012-2014 CAGR of 8.2%). In 2011, supplier websitesaccounted for 68% of online travel gross bookings while OTAs accounted for 34%.

Our principal competitors in the Nordics are offline travel agents and OTAs such as Expedia,Orbitz and ETI.

We believe we are the second largest OTA in the flight sector in the Nordics based on totalflight gross bookings in 2012.

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BUSINESS

Overview



We also have operations in the corporate travel sector, mainly in the Nordics, and are seekingto expand this business in certain of our other geographies in Europe. In October 2013, wecompleted the acquisition of Liligo, a metasearch company with websites in 11 countries, with aview to integrating Liligo’s technology into our existing business and increasing our advertising andmeta click-out revenue.

We use innovative technology and our relationships with suppliers, product know-how andmarketing expertise to attract and allow customers to research, plan and book a broad range oftravel products. We make our offers accessible to a broad range of customers, including leisureand corporate travelers, offline travel agents and white label distribution partners.

We own and operate a strong portfolio of consumer brands composed of eDreams, Opodo,GoVoyages, Travellink, Go Volo and the recently acquired Liligo brand. Through our brands, wehave historically focused on the flight sector of the travel market.



Our Strengths

We believe we are a global leader in the online leisure flight sector and a category leaderin European eCommerce, and this scale is beneficial to our business

We are a global leader in the online distribution of airline passenger flights and we believe weare the world’s largest online travel company in the flight sector measured by flight revenues. Wehave a global footprint with operations in 42 countries with a particularly strong footprint in Europe,and we are present in 16 of the largest 18 Online Travel Markets in the world, as identified byPhoCusWright. We served more than 14 million customers in the year ended March 31, 2013.

Online leisure travel is one of the largest worldwide eCommerce categories, as measured byspending according to IDC, Worldwide New Media Market Model, 1H13. We believe our EBITDA isamong the largest when compared to publicly-traded European eCommerce companies and thatour EBITDA Margins are also strong compared to such companies.

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We believe online travel product distribution will increasingly be dominated by ‘‘pure play’’category leaders who focus their investment, know-how, resources and technology to build scale ona worldwide basis in a particular category (e.g., flight products instead of flight and hotel products)and that such category leaders will be better positioned to extract superior margins than onlinetravel companies that spread their resources across different product categories seeking to becomeleaders in multiple categories.

We believe that our scale and focus on flight products, together with our ability to directbusiness towards different trading partners, allow us to negotiate more favorable economic termswith, and grant us access to better inventory from, our travel suppliers (including airlines, GDSs,hotel and car rental aggregators, and travel insurance providers), non-travel suppliers (includingpayment processors and hardware and software providers) and other distribution channels(including metasearch companies and affiliate networks) than many of our competitors. In particular,we believe we are the largest customer of several of our key suppliers, further increasing ournegotiating leverage and access. We also benefit from efficiencies of scale and resource utilization,as well as the expertise gained through our 14-year history, to further optimize our productofferings, technology platform, operational processes and cost structure. Scale also enables us tofund larger marketing and technology investments that are beneficial to us as we seek toconsolidate our leading position in the flight sector. An important milestone in realizing economiesof scale was the rollout of our ‘‘One Platform’’ in the summer of 2013, which allows us to distributeour full range of inventory through our principal brands and in most of our markets (for adiscussion of our One Platform, see ‘‘—Scalable state-of-the-art booking platform based onproprietary technology’’).

Our scale derives from, and reinforces, our strong brand recognition. On a combined basis,we believe our brands (eDreams, Opodo, GoVoyages, Travellink, Go Volo and Liligo) enjoy thestrongest online brand recognition on Google worldwide for the flight sector, at approximately thesame level as the Expedia group and significantly above the level of Priceline (combined withBooking.com and Kayak), Orbitz (combined with eBookers) and Travelocity (combined withlastminute.com). Our powerful brand recognition attracts a high volume of ‘‘free traffic’’ to ourwebsites, which delivers stronger margins for us as the customer acquisition costs are lower. Inaddition, our multi-brand approach allows us to offer the same products through our differentbrands, which customers may not realize are affiliated, providing us with the ability to offer multipleofferings on different brands for searches conducted by customers on search engines ormetasearch operators.

Scalable state-of-the-art booking platform based on proprietary technology

We believe that we have a state-of-the-art scalable technology platform with physicalinfrastructure and processes that enable us to sustain our plans for future growth, and are capableof being adapted and extended rapidly to address new business opportunities. In particular, ourproprietary technology has supported, and we expect will continue to support, our internationalexpansion strategy.

We have invested extensively in flight technology for 14 years and now have a highlyadvanced and complex platform that we have developed internally and is proprietary to us. Oursophisticated supply technology enables us to offer a wide variety of products and includes(i) Direct Connect technology to source prices and special offers directly from certain travelsuppliers’ own reservation systems without the intermediation of GDS providers (including networkcarriers and low-cost airlines such as Ryanair), (ii) other product customization elements (such asdynamic GDS selection, net fare handling, multi-carrier and multi-stop itinerary building and charterflight booking systems) that our competitors are unable to offer comprehensively and (iii) uniquedynamic pricing technology that incorporates computerized analytic processes to review anestimated average of approximately 7 billion pricing elements per hour to maximize our service feesat the time of booking. We have also built technology to help us interact with distributors such assearch engines, affiliate partners and metasearch companies, that expands our reach and lowersour customer acquisition costs. New developments and additions to our technology platform arealso critical to the efficiency of our business because practically all of our interactions withsuppliers, customers and distributors are automated over the internet and our booking platform.

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During the period immediately following the Combination through March 2013, we focused asignificant portion of our resources in creating one single company from three companies,integrating people, processes and technology, and in particular developing a unified flight bookingengine. We also unified our hotel and car platforms. During this period, we substantially completedthe development of our common booking and inventory platform (the ‘‘One Platform’’), drawing onthe best aspects of the respective IT platforms operated by eDreams, GoVoyages and Opodo. Forexample, we incorporated and improved eDreams’ leading Direct Connect technology, GoVoyages’multi-GDS capabilities and Opodo’s superior net fares technology, which the other brands did nothave. The development of the One Platform is now substantially complete for our flight bookingengine (with the exception of our Travellink brand) and confers two principal benefits:

• all of our customers in all of our markets and across our principal brands have access tothe best products that eDreams ODIGEO can offer. We believe this combined productoffering is superior to the offering of each individual brand prior to the development of theOne Platform and resulted in an immediate improvement in performance and revenuegrowth; and

• we can now focus our development resources away from ‘‘infrastructure building’’ and backto innovation. Our speed of innovation has also increased due to more efficienttechnological improvements flowing from operating the highly configurable One Platform, asfeatures we would like to launch (for example, adding a new supplier, a new paymentmethod, a new pricing element or a new revenue source) do not need to be replicatedacross multiple platforms and can be implemented with lead times as short as one day. Dueto the One Platform, creating the features for all our brands and most of our markets can bedone in a centralized manner, allowing us to devote our resources to more innovation. Weanticipate that the One Platform is currently able to accommodate a doubling of searchvolumes. We believe our enhanced speed of innovation and the scalability of our informationtechnology solutions will be key to further extending our competitive advantage.

Our technology allows us to achieve the following:

• Offer products to our customers at low overall all-in prices, which we seek to achieve byoptimizing the combination of our inventory, including Direct Connect, multi-GDS, net fareand charter flight products, through each of our brands in a flexible manner. We estimatethat around two-thirds of our bookings sold are ‘‘custom made’’ (which we regard asinventory not directly available from our default GDS providers and where certain of ourinventory and content are combined to create a proprietary offering for customers). Thiscreates additional scope for us to charge higher service fees than for individual productsbecause Gross Bookings on a per Booking basis are significantly lower for ‘‘custom made’’products such as products sourced via Direct Connect compared to products that wesource through our GDS inventory. We believe that most of our competitors do not have thebreadth of products that we are able to offer as a result of our technology, which allows usto conduct up to 40 million supplier searches per day and includes proprietary applicationsthat perform real-time ‘‘crawling’’ of a variety of databases.

• Offer customers a variety of means of accessing and booking our products (website, mobilewebsite, mobile app and call center) through effective and easy-to-use user interfaces, inmultiple languages, in multiple currencies and through multiple payment systems, and thatcomply with multiple legal, regulatory and tax systems.

• Extract more revenue from our customers through higher service fees payable by ourcustomers. Our average service fees per flight Booking was e23.10 for the year endedMarch 31, 2013 compared to e20.70 at eDreams in 2007. Our technology allows us to testthe offers available on our websites on an ongoing basis, which tests involve a number ofvariables such as price, availability and inventory combinations from different suppliers. Weestimate that our technology is able to carry out approximately 3,600 tests simultaneouslyon our websites to test a number of variables, including price. For a discussion on howtechnology allows us to optimize our service fees, see ‘‘—Strong profitability, sustainablemargins and cash flow generation based on scale, revenue stream multiplication, breadth ofproduct offering and broad geographic footprint’’.

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• We also use our technology to optimize for each transaction other revenue streams that arenot service fee related in areas such as supplier sorting and selection, GDS selection,collections and payments, and inventory sourcing location, as well as to maximize cashgeneration. Our technology allows us to test the offers available on our websites on anongoing basis; these tests involve a number of variables such as price, availability andinventory combinations from different suppliers. We believe we have advantages in thistechnology compared to many of our competitors.

• Improve our productivity and customer acquisition costs by managing our cost base in aflexible manner.

• The automated nature of substantially all of our Bookings is a key difference from traditionaloffline travel agents and leads to lower personnel costs on a relative basis.

• Our technology and the automated nature of our Bookings also allow us to have a variableand scalable cost base, which makes us relatively resilient to volume fluctuations.

By leveraging our robust IT backbone, rolling out our sophisticated technology applicationsacross all of our businesses and geographies and continuing to innovate, we expect to remain wellpositioned to source the products that best suit customers’ needs through a set of complexproprietary algorithms. We also expect to further enhance the flexibility of our product offeringswhile providing a superior buying experience, which we believe in turn increases brand loyalty andpropensity to buy our products.

Well positioned within a large, fragmented market with attractive secular growth trendsand additional expansion opportunities

We believe we operate in a market with strong fundamentals and attractive characteristics.Online leisure travel is the largest eCommerce category and was estimated to be more than twicethe size of apparel and nine times the size of electronics in 2013, based on spending according toIDC, Worldwide New Media Market Model, 1H13. Furthermore, the online travel industry is expectedto continue growing across geographies supported by:

• general improvements in macro-economic conditions across Europe and worldwide, andincreases in air travel passenger numbers, which increased at an average rate of 1.6x globalGDP (as measured by the World Bank in constant U.S. dollars) growth over the last tenyears;

• increasing internet and broadband penetration and connectivity, as well as increasingmobile internet access, particularly in developing countries;

• migration of customers to online platforms that offer superior value and convenience of use(see ‘‘—Proven growth track record with continued strong momentum’’). According to IDC,Worldwide New Media Market Model, 1H13, in absolute spending terms, online travel isexpected to grow more than any other eCommerce category in the 2013 as compared tothe 2012 calendar year; and

• stable or increasing use of intermediaries over supplier direct sales in online travel in allgeographies, except in the United States, according to PhoCusWright.

The highly fragmented nature of the travel market and the inherent significant complexity offlight travel, particularly in markets outside the United States, create an attractive dynamic for onlinetravel companies such as us. We estimate that worldwide there are approximately 1 trillion pricechanges of airline seats each day based on certain assumptions. Finding the best price from onepoint in the world to another is a very complex endeavor given the large combinations ofparameters that can define a flight journey (price, carrier, carrier combinations, departure time,departure airport, number and/or location of stops, arrival airport and so forth). Other factorsincreasing market complexity and fragmentation include the large number of destination choicesand route combinations, differing payment systems and currencies across countries, as well asdifferent languages, legal and tax requirements and customer preferences, as well as the propensityfor flight bookings to be international and multi-segment journeys.

In addition, our core European flight market is characterized by a large number of airlines, anda large share of international travel. Few airlines have sufficient network density and brand

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recognition across all European countries, and so are more in need of distribution partners outsidetheir home markets.

By helping consumers navigate this complexity, online travel distributors add value for airlines(by providing greater access to consumers outside of their home markets), GDS and aggregators(by providing access to consumers), and to consumers (by enabling more convenient access tobroader attractively priced inventory than would otherwise be available), and this allows us to earn,in most of our transactions, commissions or fees both from the supplier and consumer of the flightproducts we distribute. We believe that having developed technology and a business designed tomanage the complexity and fragmentation of the European flight market provides us with a strongbase for expansion to other markets.

We have significant advantages over our competition in offline and online travel distribution

Online travel penetration remains below 50% in the United States and Europe and is lower inAsia Pacific and Latin America (source: PhoCusWright data referred to in ‘‘Market and IndustryData’’). The present levels of online travel penetration mean that, in the countries in which weoperate, more than half of potential travelers use traditional high-street, or offline, travel agentswhen making their purchase decisions. We believe we have significant advantages over such offlinetravel agents in the leisure flight sector, including our scale, brand awareness and technologicalinnovation. We estimate that there are approximately 10,000 offline travel agents in each of France,Spain and Italy and a large number of offline travel agents in the other countries in which weoperate, and that most offline travel agents are small operations with substantially limited resourcescompared to us, for example, in terms of technology, brands, productivity (due to automation),team strength and international presence. We also believe that we have significant advantages overeven large network offline travel agents due to our superior technology, productivity andinternational presence. As a result of our significant advantages, we have been taking market sharein terms of revenues from offline travel agents rapidly since our inception and believe we willcontinue to do so in the future, especially as online travel penetration is expected to continueincreasing in the future.

In online flight distribution, we are partners but also competitors of flight product suppliers anddistributors, such as airlines, other online travel companies and metasearch companies, and webelieve we are also well positioned in respect of such competition in online travel productdistribution. With the exception of the United States, over the period from January 1, 2011 toDecember 31, 2012, online travel companies have been gaining market share from airline directsites according to PhoCusWright, as we believe we have been doing (source: PhoCusWright datareferred to in ‘‘Market and Industry Data’’). We believe we have the tools to continue to successfullycompete against airline direct sales because of our extensive inventory that allows us to offercustomers customized itineraries for flights anywhere in the world on multiple airlines, routes andmulti-leg journey options at competitive prices, because of our broad international presence, whichairlines are unable to do as successfully through their direct sales model.

We have also shown superior growth and profitability compared to pure metasearchcompanies, such as Skyscanner and Kayak, which are well-established companies in the onlinetravel markets. On average, our revenues and scale have grown at a faster rate than the revenuesand scale of metasearch companies since their inception, and such metasearch companies arepresently small in scale in terms of revenue and EBITDA compared to us and have had lowerEBITDA margins. Although we compete in customer acquisition with metasearch companies,because they are distribution partners for us, we also benefit from their growth. We believemetasearch companies derive the overwhelming majority of their revenue from other onlinedistributors such as us rather than from airlines, and we believe the risk of disintermediation in themetasearch channel is low. Therefore, as long as we are able to offer attractive all-in prices, webelieve we are likely to continue to benefit from the growth of metasearch companies whilemaintaining our strength in attracting customers directly.

We are well positioned to benefit from key trends in the online travel markets in which weoperate

We believe that our scale and strategic advantages position us well to benefit from certain keytrends in the online travel markets in which we operate.

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Metasearch. We believe that we are well positioned to remain competitive in light ofcompetition from metasearch companies. With the acquisition of Liligo in October 2013, we haveadded metasearch capabilities to our existing OTA framework and platform. In addition, we believethat our technology goes deeper in the value chain and is more sophisticated than puremetasearch technology, which we believe makes us a partner of choice to supply technology andproducts to metasearch companies seeking strategic partnerships with OTAs to generatetransaction-based revenue.

Mobile. We believe that our user-friendly interfaces and mobile apps will permit us to benefitfrom the increasing penetration and connectivity of mobile devices. For example, we believe we arebetter suited to exploit the mobile channel than pure metasearch companies, which haveexperienced difficulties in monetizing mobile traffic as a result of needing to direct their users toother companies’ websites to make bookings. For a more detailed discussion, see ‘‘—OurStrategy—Continue expanding our presence across different customer segments, booking channelsand distribution channels’’.

Price unbundling. We believe that our markets, including the U.S. market, will becomeincreasingly more attractive for companies such as us who thrive on complexity, massive dataanalysis, extensive system integration and proven innovation capacity, as airlines continue to moveaway from offering all-inclusive prices (including airfare, taxes, payment surcharges, seat selection,boarding card printing, luggage and so forth) towards unbundled pricing where each of theseservices is priced separately. Many airlines have already begun to do this. Price unbundlingeffectively creates new products and makes the selection and assessment of flight products morecomplex, making it challenging for operators of smaller scale to compete, increasing the value wecan add for our customers and airline suppliers and our capacity to earn additional margins.

Proven growth track record with continued strong momentum

We have a strong track record of delivering organic growth throughout economic cyclesunderpinned by our strong technology and continuous focus on innovation and delivering value toour customers, as well as our ability to expand our market share. We have grown both revenuesand EBITDA with no interruption since the year we were founded in spite of adverse macro-economic conditions at certain times during our history. Our growth has always been driven bytechnology-led innovation, and over time, our platform, team know-how and brands have becomeour principal assets.

Over the 2005-2010 period, eDreams delivered consistent top-line growth, with revenuesgrowing at 37% CAGR and Recurring EBITDA growing at a 44% CAGR. Through the Combination,together with continued organic growth, eDreams ODIGEO’s Revenue Margin was 3.2x andRecurring EBITDA was 3.95x, in each case, for the year ended March 31, 2012 compared toeDreams’ Revenue Margin and Recurring EBITDA for the year ended December 31, 2010. For theyear ended March 31, 2013, eDreams ODIGEO’s Revenue Margin and Recurring EBITDA grew16.7% and 13.6%, respectively, compared to the year ended March 31, 2012. Recently, the benefitsof the integration of our businesses and development of our One Platform, together with ourrenewed focus on international expansion, have contributed to our accelerated organic growth. Inthe nine months ended December 31, 2013, Revenue Margin grew by 16.3% compared to thesame period in the prior year.

Our overall market share has also been growing strongly. In terms of eDreams’ market share,in 2009, eDreams’ share of worldwide segments sold by travel agencies in GDS was 0.37%. In2010, eDreams’ market share grew 1.2x to 0.43%. With the Combination, together with continuedorganic growth, our market share reached 1.72% in 2012 (source: Travelport data referred to in‘‘Market and Industry Data’’).

With growth rates of 14%, 15% and 14% over the three months ended June 30, 2013,September 30, 2013 and December 31, 2013, respectively, we have recently experienced a stronggrowth in flight bookings. Based on a comparison with most recently completed financial years, webelieve we are outperforming our major peers in terms of flight bookings growth within the onlinesector of the flight travel market.

Overall, we have also grown our share of total seats offered by airlines in the market,irrespective of whether they are sold directly by the airlines or via distributors. Based on ICAO data,

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airline seat capacity in kilometers expanded by 4.8% in the twelve months ended December 31,2013 while our flight Bookings growth grew by 12.6% during the same period.

Strong profitability, sustainable margins and cash flow generation based on scale, revenuestream multiplication, breadth of product offering and broad geographic footprint

We believe globalization is unstoppable in our industry and we expect to see global-focusedcategory leaders take share from local and or generalist players. We operate with strong profitabilityrelative to most online travel companies and also compared to European-headquarteredeCommerce companies, as measured by Recurring EBITDA Margin, due in part to our scale andour size, as well as our deliberate focus on the online leisure flight sector compared to companieswho seek to be leaders in several travel sectors.

The following characteristics of our business also underpin our strong profitability andmargins.

Revenue stream multiplication

We believe that our focus on revenue stream multiplication makes us competitive amongonline travel companies. We focus on service fees (which is the total difference between the price atwhich we source a product and sell that product to a customer, which difference includes, amongother components, any mark-up to the price at which we source a product and fees that we chargecustomers in connection with a booking) as an important source of revenue to maximize ourmargin expansion. In contrast to 2001 when the overwhelming majority of an online travelcompany’s revenues derived from airline commissions and incentive fees, this revenue stream isnow considerably less significant (for example, for the year ended March 31, 2013, airlinecommissions and overcommissions received on flight Bookings represented 8% of our RevenueMargin).

Over time, we have invested in technology to multiply our sources of revenue for each userand booking, which are various and include:

• customer revenues, including in the form of service fees on a range of flight products(including network, low-cost carriers and charter) and non-flight products (such as DynamicPackages), as well as insurance related to these products;

• supplier revenues, including in the form of GDS incentive payments, commissions andovercommissions from airlines, white label sourcing partners, hotel operators, tour operatorsand other providers of travel products, as well as payment processors and insurancecompanies; and

• our advertising and metasearch revenues, which have increased to e11.4 million for the ninemonths ended December 31, 2013, a growth rate of 86.8% compared to the correspondingprior nine-month period and representing 3.7% of our revenues for the nine months endedDecember 31, 2013, notably as a result of the Liligo acquisition in October 2013.

We are not dependent on supplier revenue, and approximately 71% of our Revenue Margin inthe year ended March 31, 2013 was generated from our customers. A typical flight transactiongenerates between six and eight revenue streams for us (for a discussion, see ‘‘—Business Modeland Revenue Sources’’). We believe this is an advantage because most of our competitors do nothave the know-how or have not invested in the multiplication of revenue sources in recent years.

Increased margins generated by our superior technology

Following the Combination, eDreams ODIGEO, has been able to increase service fees onproducts continuously as a result of our technology, which allows us to dynamically set our servicefees in a sophisticated and adaptable manner, with an estimated average of 7 billion pricingelements reviewed per hour. By offering customers lower prices compared to other availableoptions, we are able to offer attractive all-in prices and to generate strong margins. We use theinventory from our multiple inventory sources (e.g., GDSs, Direct Connect, etc.), combined with ourmassive testing ability, to find low overall itinerary cost options, as well as the optimum service fees.This helps us maximize our Revenue growth and EBITDA Margin mix.

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In addition, our technology and our online acquisition channels provide us with instantaneousdetailed data on customer acquisition costs for each single booking, allowing us to maximizemargins. For example, we manage 21 million keywords in our search engine partners to generatean average of 28 million daily impressions (which are the number of online advertisementsgenerated on the websites of search engines). We have invested in search engine marketing sinceits inception and over time have developed strong know-how, a leading position and strongtechnology to help us optimize the cost of the search channel. Search engine algorithms typicallyvalue an online retailer’s historical track record for a specific set of keywords, and companies with astrong track record such as us can generate higher traffic with lower costs compared to newentrants with no track record. Because of our strong historical track record in the vast majority ofpossible keywords in the online flight distribution sector, we believe that it is difficult for othercompetitors to generate similar margins from online search advertising and that this has drivensome competitors who cannot achieve those returns, particularly new entrants, into investing heavilyin offline advertising. We believe our ability to deliver good returns from online advertising is astrategic advantage and a direct consequence of our extensive investment in technology over manyyears, which we plan to continue maintaining.

We have similarly developed strong technology components geared at optimizing our marginsfor our products distributed through metasearch companies and other online distribution partners.

Overall, we have demonstrated in the past an ability to generate more Gross Bookings perunit of marketing spend than most of our competitors, and more Revenue per unit of marketingspend than pure metasearch companies.

Geographic footprint expansion

We are present in 42 countries and our broad geographical reach enhances our ability todiversify the risks of single-market shocks and reduce the overall level of competitive pressure. Weoperate in 16 of the world’s 18 largest online travel countries, according to PhoCusWright, and areparticularly strong in Europe. We have continued to enter new markets with 14 new marketsentered since March 31, 2012 and, based on internal Company reports, we have been successful inachieving profitability (measured as Revenue Margin earned less variable costs) in most of our newmarkets within 12 months of entering such markets. France is our most important market in termsof Revenue Margin contribution, followed by Germany, Spain, Italy, the United Kingdom and theNordics, and we believe we have the largest flight distribution platform in Europe (based on 2012Gross Bookings). Outside of Europe, we are present in a number of large countries, includingAustralia, the United States, Argentina, Brazil, Turkey and Mexico.

Our Revenue Margin from our Expansion segment grew by 27.7% in the nine months endedDecember 31, 2013 and 39.2% in the year ended March 31, 2013, in each case compared to thecorresponding prior period, demonstrating our success in establishing market presence andgaining market share. Revenue Margin growth for the year ended March 31, 2013 was positivelyimpacted by the full year consolidation of Opodo. In the nine months ended December 31, 2013and the year ended March 31, 2013, our Expansion segment represented 38% and 33% of ourRevenue Margin, respectively, and we believe international expansion is a key opportunity forcontinued growth.

Our rate of growth in the countries in which we are present other than France, Germany,Spain, Italy, the United Kingdom, and the Nordics (the ‘‘Other Countries’’) is also strong. In the ninemonths ended December 31, 2013, Bookings in such Other Countries grew by 52% during suchperiod. During the same period, bookings in the three Other Countries with the highest individualgrowth in Bookings (which together accounted for 67% of all Other Countries Bookings) grew by36%, collectively, and growth in the remaining Other Countries (which together accounted for 33%of all Other Countries Bookings) grew by 95%, collectively.

Breadth of flight product offering

We believe we offer a broad array of flight travel products. We source and make available toleisure travelers tickets from full-service carriers, low-cost carriers and charter flights. We accessinventory from carriers both via the principal GDS providers and via Direct Connect technology toan airline’s booking systems or public website. In respect of full-service carriers, we accesspublished fares and, in certain cases, private fares. We further benefit from time to time from an

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allocation of seats, which enables us to offer more competitive prices. In addition, we havedeveloped unique proprietary technology which allows us to dynamically price air tickets, combinecompetitively priced products and combine fares, creating unique fare combinations and loweringticket prices to customers in order to attract more travelers.

Breadth of distribution

We work with hundreds of business partners (including most large social media sites), dozensof metasearch companies, traditional travel agencies, tour operators, white label partners, corporatecustomers and several generalist search engines to ensure our products are as widely accessibleas possible. We believe that our diversified relations with distributors contributes to optimizing ourcustomer acquisition costs.

Superior cash generation

Our business is characterized by structurally negative working capital as customers typicallypay us before we pay our suppliers, and our state-of-the-art technology platform has beendeveloped mostly in-house and requires limited capital expenditure relative to our EBITDA, whichcontributes to robust free cash flow generation. Accordingly, we have been able to deliver on a netdebt basis since the Opodo Acquisition from 4.7x net debt/Recurring EBITDA (as of December 31,2010 pro forma for the Opodo Acquisition and adjusted for the issuance of the 2019 Notes andapplication of the proceeds thereof) to 3.5x net debt/Recurring EBITDA (as of December 31, 2013),despite challenging macroeconomic conditions in Europe. Our strong profitability and cash flowhave allowed us to invest in growth initiatives, including in new technology.

Sustainable competitive advantages and strong barriers to entry

We operate in a highly complex and fragmented market that requires scalable, state-of-the-arttechnology to become or remain a competitive player. The size and scale of certain online travelcompanies such as us also provide such players with significant competitive advantages. As aresult of these factors, all set out in greater detail above, we believe that we operate in a marketthat has significant barriers to entry.

Innovative and proven management team

Our management team has a long history of operating in leading companies and the onlinetravel industry, a track record of long-term profitable business growth through several businesscycles and exogenous shocks to the travel industry and a shared vision for our combined group.Certain key members of our management team have more than 13 years of online flight distributionexperience, which provides us with deep know-how and a strong basis to transform innovativeideas into technological products to be offered through our platform and a superior visibility ofmarket trends resulting from our category leadership and global scale.

Our Chief Executive Officer, Javier Perez-Tenessa de Block, a trained aerospace engineer, hasinstilled a strong analytical and quantitative approach, as well as a passion for innovation, ineverything we do. Javier Perez-Tenessa de Block is a veteran of the Internet, having worked atNetscape Communications (which invented the web browser) in Silicon Valley from 1996. Helaunched the first eDreams website in 2001 and has run the company from its founding. Our ChiefFinancial Officer, David Elızaga, brings complementary functional knowledge and capital marketsexperience with over e2 billion raised in several debt and equity market transactions including theinitial public offering of Codere, S.A. Our Group Chief Operating Officer, Dana Dunne, has vastexperience in managing large, complex multinational companies and teams, strong operational andanalytical skills, and broad industry experience gained through positions at McKinsey, as presidentof AOL Europe and as chief commercial officer at EasyJet.

Our Strategy

Our principal objective is to grow our leading market position in the online flight distributionbusiness on a worldwide basis.

We believe success in online flight distribution depends strongly on the ability to excel in fivekey areas: (i) superior breadth of seat inventory, (ii) lower overall available itinerary cost, (iii) higher

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margin generation, (iv) superior booking growth and (v) customer engagement with strong brands.Building on our strengths discussed above and by taking advantage of our team know-how, broadaccess to data and understanding of the global flight market, we plan to continue focusing oninnovation with the goal of optimizing our business along these five areas. Our managementintends to accomplish this by continuing to focus on the following strategies.

Continue investing in technological innovation as a driver of lower prices, strong margins,and higher growth and customer engagement

We believe that our proprietary technology is critical to our success, as described in ‘‘—OurStrengths—Scalable state-of-the-art booking platform based on proprietary technology’’. Ourprincipal technology objectives are (i) ensuring our continued ability to offer our customers the mostcompetitive pricing possible across an extensive range of inventory, (ii) maximizing our operatingresults by increasing our margins and (iii) continuing to contribute to our effective marketingstrategy. We believe these objectives are key to support our growth strategy, improve our marginsand allow us to invest in innovation and better products compared to our competitors.

Innovation around superior inventory is critical to our strategy to offer the lowest possible overallitinerary cost and at the same time preserve our ability to generate higher margins

We distribute flight products to our customers to which we add service fees over the price atwhich we source the inventory from different airlines, as well as additional service or booking fees.We have invested heavily in our technology in the past and intend to continue doing so in thefuture to ensure that we can provide attractively priced offers to our customers for any flightproduct, for example, by connecting to several GDS providers, optimizing our ‘‘Direct Connect’’technology, improving our handling of net fares, and integrating our systems to those of severalpayment processors.

The all-in price is the key decision factor for travelers when making a travel booking,particularly a flight, and through the continued enhancement of our sophisticated algorithm-drivenplatforms and data-mining software, which are part of the One Platform, we intend to maintain ourpricing advantage in offering low overall itinerary costs to customers so that we can benefit fromhigher margin generation.

By lowering overall itinerary costs, our technology is critical to generating higher marginsbecause generating and offering the most attractive itinerary cost to our customers allows us tocharge higher levels of service fees for the products we offer while remaining competitive comparedto the alternative offers of our competitors. We have invested significant technological resources inthe past to refine the service fees we can charge to customers in each transaction, by measuringand adjusting our offer to each customer’s perceived price elasticity. We intend to continueinvesting in such margin maximization technology to maintain our innovative edge.

Increasing our engagement and relationship with our customers is also important

We believe that in addition to our competitive all-in prices, our effective and simple customerinteraction with our sites, as well as our strong pre-booking and after-booking customer service arekey to increasing our engagement with our customers, which in turn increases the attractiveness ofour brands, reduces our customer acquisition costs and improves our overall profitability. We haveinvested significant technological resources in the past to improve the reliability anduser-friendliness of our sites and we have built large multi-lingual call centers serving the markets inwhich we operate. We see call centers not only as a key tool to generate customer loyalty, but alsoas a revenue generation unit, and we have lowered our call center cost-per-action significantly. Weexpect to continue investing to improve customer interaction with our sites and the productivity ofour call centers.

In addition, we plan to enhance our relationship with customers by continuing to focus onpromoting our brands through online channels, where we currently invest most of our marketingbudget, as these channels have delivered higher final margins for us in the past compared totraditional offline channels such as television advertising. We will continue investing in onlineacquisition channels, including search engine marketing technology, which we believe is animportant strength as set out in ‘‘—Our Strengths—Strong profitability, sustainable margins andcash flow generation based on scale, revenue stream multiplication, breadth of product offering and

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broad geographic footprint—Increased margins generated by our superior technology’’. We will alsocontinue investing on our technology components geared at optimizing our margins for ourproducts distributed through metasearch companies and other online distribution partners.

Expanding our geographic footprint to provide for long-term growth

We are focused on making our product offerings more broadly accessible. Although ourprincipal revenues are currently generated in Europe, we have been broadening our operationsoutside of Europe in a number of large countries in which we have been growing rapidly, such asIndia, Australia, Brazil, Mexico, the United States and Canada as well as other countries in SouthAmerica, Africa and Asia, where we are generally experiencing strong growth and market sharegains. Since March 31, 2012, we have expanded our operations into 14 new jurisdictions, and wecontinue to look for new attractive market opportunities.

Our operations in our Expansion segment (which we define as our markets other than France,Spain and Italy) are already an important and growing part of our business. In the year endedMarch 31, 2013, our Expansion segment represented 33% of our Revenue Margin, and RevenueMargin from our Expansion segment grew by 39.2% compared to the year ended March 31, 2012partly as a result of the full year consolidation of Opodo. In the nine months ended December 31,2013, our Expansion segment represented 38% of our Revenue Margin, and Revenue Margin fromour Expansion segment grew by 27.7% compared to nine months ended December 31, 2012. (Notethat for the years ended March 31, 2013 and 2012, the Expansion segment does not include anyRevenue Margin attributable to Go Volo, as it has been attributed to the Core segment in its entiretyirrespective of the location at which the booking was made. For the nine months endedDecember 31, 2013 and 2012, Revenue Margin attributable to Go Volo has been allocated betweenthe Core and Expansion segments according to the country of booking.) We intend to continuefocusing on developing our businesses in our Expansion markets and believe that this represents apromising opportunity for driving long-term growth. In particular, we believe that expanding andfurther customizing our products in less mature travel markets characterized by higher growthpotential and lower online travel penetration provides upside opportunities.

Prior to entry, we carefully analyze new market opportunities by considering factors such asmarket size, penetration of online access, competitive landscape, economic growth potential, andthe legal and regulatory framework, among others. When we enter a new market, we seek to beprofitable (measured as Revenue Margin earned less variable costs) in that market within12 months of operations.

Capturing growth opportunities in non-flight travel, including hotels, rental cars, DynamicPackages, insurance, advertising sales, metasearch and, in the future, potentiallyin-destination services

As described in ‘‘—Our Strengths—We believe we are a global category leader in eCommerceand the leader in the online leisure flight sector’’, our principal focus is on growing our flightleadership position. However, we intend to continue increasing the revenues we generate fromnon-flight products by partnering with non-flight category leaders to source non-flight products. Wealso believe that our strategy of leveraging our scale in the flight segment to cross-sell non-flightproducts will allow us to acquire non-flight travel customers at significantly reduced costs.

Dynamic Packages. Dynamic Packages (which are dynamically priced packages consistingof a flight product and a hotel booking that travelers customize based on their individualspecifications by combining select products from different travel suppliers based on our inventory)are an important product in our growth strategy because we believe that our superior flight platformgives us a competitive advantage compared to other players with respect to such packagedproducts because flights are typically the first product customers consider in travel planning,enabling us to cross-sell hotels. As a result, we intend to continue developing this product in ourprimary business in which we will manage all aspects of the transaction with proprietary technology.The unification of Dynamic Packages into a single improved technology platform is a principalproject over the next two years.

Hotels and car rentals—optimizing inventory sourcing. We recently signed nonexclusive‘‘white label’’ agreements with leading providers of hotel and car rental booking platforms, which

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allows us to offer our customers hotel and car rental inventory offered by these sourcing partnersdirectly through our own websites and with our branding. By sourcing from such white labelpartners, we have improved attachment rates of non-flight products such as hotels and car rentalsand related insurance over the last two years.

Insurance. We sell travel insurance products through a partnership with a leading insuranceprovider on what we believe are attractive terms. We intend to continue cross-selling insurance toour customers.

Advertising and metasearch. We are focused on expanding our non-transactional revenuesources and have been successful at increasing our advertising revenues, which have grown by86.8% year-on-year to e11.4 million for the nine months ended December 31, 2013.

We believe that advertising and metasearch is an additional non-transactional revenue streamthrough which we can grow our business. Metasearch revenue is not directly booking-related (andis based on revenue per search and per click-out basis) and the monetization of non-booking trafficmonetization complements the core revenue generation streams of our largest brands. To capitalizeon this opportunity, in October 2013, we acquired Liligo, a metasearch company. Through thisacquisition, we believe we can enhance growth by integrating Liligo’s technology and revenuegeneration model into our core offering, to increase our advertising and meta click-out revenue.Liligo currently operates in 11 countries and processes approximately 39 million metasearches peryear and we plan to expand its operations to certain other jurisdictions where our other brandsoperate, drawing on our knowledge and experience in those jurisdictions.

We operate a venture farm to allow us to partner and invest in small innovative companieswhere we see large growth potential. We look for companies with unique technology that couldhelp to improve margins, prices or cross-selling capacities based on our sale of flight products,which we believe can be leveraged across our customer base, with a view to producing synergies.For example, our venture farm identified and led to our recent acquisition of Liligo.

In-destination spending. We believe that in-destination products and services (such asrestaurant reservations, local transportation and local retailing) sold online and the push ofcontextual offers to travelers during their trip may, in the future, be growth areas for us, althoughthis would be a new area for OTAs, including us. Because the first booking that customers typicallymake when making a multi-product booking is a flight product and we are the category leader inthe online flight sector, we have good early visibility on when and where a customer will betravelling, which is valuable proprietary information we can use to offer and cross-sell in-destinationproducts and services. As a result, we believe we would be well positioned to take advantage ofgrowth from the shift of in-destination spending towards online (and mobile) channels from themostly offline channels currently used by customers in the in-destination market. The total amountspent by customers in the in-destination market was estimated to be US$2.1 trillion in 2010 (source:U.S. Travel, WTTC, and IATA data referred to in ‘‘Market and Industry Data’’).

Continue expanding our presence across different customer segments, booking channelsand distribution channels

We intend to invest in the expansion of our product offerings across different customersegments, booking and distribution channels.

Mobile. We continue to invest in our mobile platforms to be competitive in this importantbooking channel (implementing a common platform across our brands). We have dedicated teamsto foster our presence in the mobile travel space, which has grown significantly in the last year. InApp Annie’s ranking of free travel apps (excluding non-flight focused or non-travel apps), our appswere ranked second in Spain and Italy and third in France in terms of frequency of downloads as ofJanuary 14, 2014. In December 2013, 12% of our flight Orders were made through mobile devicescompared with 6% of our flight Orders in December 2012. We believe that mobile will be thechannel that will ultimately allow online distributors to access the in-destination market in the futureso it is an important area of focus for any potential expansion into this market.

We believe that our ability to generate both transactional and non-transactional revenue fromcustomer visits to our websites gives us an advantage over pure metasearch companies, whichhave experienced, for example, difficulties in monetizing the mobile channel.

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Online corporate travel. Through Travellink, we operate an online corporate travel business inthe Nordic region. Utilizing Travellink’s experience and infrastructure, we intend to expand intooffering online corporate travel products in other parts of Europe under our eDreams and Opodobrands. Online corporate travel is an attractive market for us because it is characterized by repeatbusiness and relatively low online penetration. According to PhoCusWright, the online corporatetravel market is expected to grow in 2014 as measured by gross bookings, and such growth isexpected to be associated with a shift from offline to online. We expect the development of ouronline corporate travel business to be a long-term process as customer acquisition is based onrelationship building through personalized sales contact, rather than creating and promotingwebsites, as in our leisure business.

White label and XML distribution agreements. We also operate white label distributor servicesfor approximately 185 other companies in the travel industry, including Aer Lingus and Wizz Tours,where we operate their respective flight and/or dynamic package booking engines. Thisdemonstrates our preeminent technological leadership position in flights, as customers find it moreattractive and efficient to outsource their booking engines to us. We intend to continue seeking toattract new customers to provide white label services in flight bookings.


We will continue optimizing our online and offline channels, including search engines,metasearch, direct traffic and CRM, as well as white label distribution arrangements andbusiness-to-business for offline players.

Benefit from attractive M&A opportunities

As a group, we believe we have demonstrated the ability to deliver on ambitious and largeM&A transactions, such as the Combination and the Opodo Acquisition in 2011, and the ensuringintegration process, which can be particularly challenging when acquiring technology companies.These major transactions multiplied our Revenue by 3x and our EBITDA by 3.5x (based on ourresults for the year ended March 31, 2012 compared with eDreams results for the year endedDecember 31, 2010).

Our position as the world’s largest online distributor of flight products and one of Europe’slargest eCommerce companies, as well as our proven ability to deliver on strategic transactions, putus in an advantageous position to investigate, test and, if appropriate, execute any attractivestrategic opportunities. Furthermore, our strong cash flow generation and expected deleveraging inconnection with the use of proceeds of this offering will give us increased flexibility, allowing us toact opportunistically in respect of any attractive targets.

Our History

Our history begins in 1999 with the founding of eDreams in Silicon Valley by Javier Perez-Tenessa de Block and the launch of the first eDreams website in 2001. Following ten years ofstrong growth and international expansion, which included three financing rounds and twoleveraged buyouts, two significant strategic transactions in 2011 resulted in the creation of eDreamsODIGEO. Through a contribution to the Company of the eDreams Group by the Permira Funds andthe GoVoyages Group by the Ardian Funds in exchange for shares of the Company and theacquisition by a subsidiary of the Company of 100% of the share capital of Opodo from AmadeusIT Group, S.A. (‘‘Amadeus’’) effective June 30, 2011 (the ‘‘Opodo Acquisition’’), the eDreams Groupwas combined with the GoVoyages Group and the Opodo Group to form eDreams ODIGEO (the‘‘Combination’’).

Our growth has always been driven by technology-led innovation, as our platform, teamknow-how and brands are our principal assets. From the Combination to March 2013, we werefocused on creating a single company from the combination of the GoVoyages Group, the eDreams

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Group and the Opodo Group, which required us to integrate numerous teams, processes andtechnologies through various jurisdictions, in particular the integration of the flight booking enginesof the eDreams Group, the GoVoyages Group and the Opodo Group into our One Platform, whichdraws on the best aspects of the respective IT platforms operated by the three groups. Theintegration required management, organizational and legal resources and over time has led to awell-integrated and efficient company.

Prior to the Combination, the GoVoyages Group, the eDreams Group and the Opodo Groupoperated as separate stand-alone online travel companies.

More than ten years after its founding in Silicon Valley in 1999, and following a period ofstrong growth and international expansion which included three financing rounds and two leveragedbuyouts, eDreams was acquired by the Permira Funds in August 2010. At the time of theacquisition, eDreams was the leading online travel company in Spain and had a significant positionin Italy based on gross bookings, according to PhoCusWright reports, as well as a presence inseveral other countries at the time of the Combination.

GoVoyages was created in 1997. In 2010, GoVoyages was acquired by the Ardian Funds. Atthe time of the Combination, GoVoyages was the leading online travel company in France based ongross bookings according to PhoCusWright reports.

Opodo was established in 2000 as a joint venture between nine airlines: Aer Lingus, AirFrance, Alitalia, Austrian Airlines, British Airways, Finnair, Iberia, KLM and Lufthansa. Amadeusbecame a shareholder of Opodo in 2004 and in 2010 Opodo became a wholly owned subsidiary ofAmadeus. At the time of the Combination, the Opodo Group was operated principally in the UnitedKingdom, France, Germany and the Nordics (through its Travellink operations) and was one of theleading online travel companies based on gross bookings according to PhoCusWright reports.

In October 2013, we acquired Liligo, a metasearch company with websites present in11 countries, with a view to integrating Liligo’s technology into our existing business and increasingour advertising and meta click-out revenue.

Business Model and Revenue Sources

In our Core segment (comprising our operations in France, Spain and Italy) and Expansionsegment (comprising our operations in Germany, the United Kingdom, the Nordics and the othercountries in which we operate), we offer travel and non-travel products, directly and principallythrough our online booking channels (desktop websites, mobile websites and mobile apps) or viaour call centers, and indirectly through white label distribution partners and other distributors, bothon a stand-alone and package basis, through two main lines of products: (i) flight and (ii) non-flight.Flight comprises revenue generated from the sale of air tickets and flight insurance. Non-flightcomprises all other revenue, including revenue generated from the sale of hotel bookings, DynamicPackages, car rentals and vacation packages, as well as revenue from the sale of the relatedinsurance, and other non-travel-related revenue such as from advertising on our websites,incentives we receive from payment processors, charges on toll calls to our call centers andrevenue generated from our metasearch activity.

The following table sets forth our Bookings and Revenue Margin for our Core and Expansionsegments and our Recurring EBITDA and EBITDA for the periods indicated. Such data has beenderived from our Consolidated Interim Financial Statements, our Consolidated Annual Financial

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Statements and/or internal Group accounts or information systems. See also ‘‘Selected FinancialInformation and Other Data—Other Unaudited Financial and Operating Data’’.

For the nine months ended For the year endedDecember 31, March 31,


(in thousand g or % of total, unless otherwise stated)Bookings(1)(2) (in thousand or %

of total)Core . . . . . . . . . . . . . . . . . . 4,402 60.6% 4,025 63.9% 5,640 64.6% 5,376 69.6%Expansion . . . . . . . . . . . . . . 2,859 39.4% 2,275 36.1% 3,088 35.4% 2,354 30.4%

Total Bookings . . . . . . . . . . . 7,261 100.0% 6,300 100.0% 8,728 100.0% 7,730 100.0%


Core . . . . . . . . . . . . . . . . . . 194,547 62.4% 176,216 65.7% 250,038 67.0% 231,400 72.4%Expansion . . . . . . . . . . . . . . 117,359 37.6% 91,928 34.3% 122,948 33.0% 88,303 27.6%

Total Revenue Margin . . . . . . 311,906 100.0% 268,144 100.0% 372,986 100.0% 319,703 100.0%

Recurring EBITDA(4) . . . . . . . . 88,820 — 80,382 — 108,431 — 95,434 —EBITDA(4) . . . . . . . . . . . . . . . . 81,189 — 72,220 — 96,981 — 59,709 —




(4) We define EBITDA, which is a non-GAAP measure, as profit/(loss) before financial and similar income and expenses,income tax and depreciation and amortization and profit/loss on disposals of non-current assets. We define RecurringEBITDA, which is a non-GAAP measure, as profit/(loss) attributable to parent company before financial and similarincome and expenses, income tax, depreciation and amortization and profit/loss on disposals of non-current assets,certain share-based compensation, expenses related to the Combination and other income and expense items whichare considered by management to not be reflective of our ongoing operations. See ‘‘Presentation of Financial andOther Data—Non-GAAP Measures’’.

The following table sets forth our Bookings and Revenue Margin for our flight and non-flightbusiness for the periods indicated. Such data has been derived from our Consolidated InterimFinancial Statements, our Consolidated Annual Financial Statements and/or internal Group accounts

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or information systems. See also ‘‘Selected Financial Information and Other Data—Other UnauditedFinancial and Operating Data’’.

For the nine months ended For the year endedDecember 31, March 31,


(in thousand g or % of total, unless otherwise stated)Bookings(1) (in thousand or %

of total)Flight . . . . . . . . . . . . . . . . . . . . 6,512 89.7% 5,700 90.5% 7,949 91.1% 7,077 91.6%Non-Flight(2) . . . . . . . . . . . . . . . 750 10.3% 599 9.5% 779 8.9% 653 8.4%

Total Bookings . . . . . . . . . . . . . 7,261 100.0% 6,300 100.0% 8,728 100.0% 7,730 100.0%

Revenue Margin(3)

Flight . . . . . . . . . . . . . . . . . . . . 251,224 80.5% 215,144 80.2% 305,211 81.8% 259,867 81.3%Non-Flight(2) . . . . . . . . . . . . . . . 60,683 19.5% 53,001 19.8% 67,775 18.2% 59,835 18.7%

Total Revenue Margin . . . . . . . . 311,906 100.0% 268,144 100.0% 372,986 100.0% 319,703 100.0%


(2) Non-flight revenue includes revenue from hotels, Dynamic Packages (which are dynamically priced packagesconsisting of a flight product and a hotel booking that travelers customize based on their individual specifications bycombining select products from different travel suppliers through us) and from certain other ancillary sources, such asadvertising on our websites, commissions we receive from sourcing partners under white label agreements, incentiveswe receive from payment processors, charges on toll calls and revenue from metasearch activity.


The following diagram illustrates our diversified revenue streams:

G

M

Advertising and metasearch revenue

Commissions and overcommissions

GDS incentives

Customer revenue (service fees and insurance)

Airlines

Other travel suppliers

Other non-travel

GDS

eDreamsODIGEO

EndCustomersM

M

C A

C A

G

Distributionchannels

AO

Supplier revenue and advertisingand metasearch revenue Customer revenue

Other revenue

A

C

O

Our flight and non-flight businesses generate revenue from both our customers and suppliers.Our flight product suppliers include our GDS partners and airlines, and our non-flight productsuppliers include our white label sourcing partners, as well as various content aggregators andplatforms, such as hotel bed-banks and tour operators.

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Our customer revenue consists of service fees (which is the total difference between the priceat which we source a product and sell that product to a customer, which difference includes,among other components, any mark-up to the price at which we source a product and fees that wecharge customers in connection with a booking) and insurance revenue. Revenue generated by oursuppliers or by advertising and meta click-out includes (i) incentive fees paid by our GDS partnersbased on the volume of Bookings completed by us through GDS systems, (ii) commissions on aper gross booking basis and overcommissions paid directly by certain airlines and other travelsuppliers based on the total volumes of gross bookings we sell, (iii) fees generated by advertising asupplier’s or an external party’s products or services on our websites as well as revenue generatedfrom our metasearch activity following the acquisition of Liligo in October 2013, and (iv) othernon-travel-related revenue such as incentives from payment processors or revenues from toll callsto our call centers. For a discussion of trends relating to our supplier and customer revenue, see‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—KeyFactors Affecting Our Results of Operations—Changes in revenue sources and product mix’’.

Our Products

We offer a wide range of flight, as well as non-flight products, in each of our Core andExpansion segments.

Flight

We believe we are the largest online distributor of flights worldwide based on revenues. Wefacilitate bookings by our customers of network carrier and low-cost carrier flight tickets as well as,to a lesser extent, charter flight tickets that we source via GDSs or directly through our DirectConnect technology from an airline’s proprietary booking platform or public access websites. As ofDecember 31, 2013, we provided customers with the option to book tickets for flights on more than430 airlines worldwide.

Through our websites and our mobile apps, customers can search for flights based on theirdesired parameters, review the pricing and availability of flights, evaluate and compare options andbook and purchase flights. Desired parameters that customers can define include city of departureand destination, number of travelers, dates of travel, preferred time of travel, cabin class, preferredairlines and maximum number of stops. We also provide customers with the option to purchasetravel insurance from certain insurance companies with whom we have arrangements in place. Wegenerate revenues from the distribution of flight products through service fees charged on suchproducts to the customer or commissions and incentives received from suppliers.

For the nine months ended December 31, 2013, our flight activity generated 6.5 millionBookings (for the nine months ended December 31, 2012: 5.7 million) and e251.2 million ofRevenue Margin (for the nine months ended December 31, 2012: e215.1 million), representing 81%of our Revenue Margin for that period (for the nine months ended December 31, 2012: 80%).

For the year ended March 31, 2013, our flight product sales generated 7.9 million Bookings(for the year ended March 31, 2012: 7.1 million) and e305.2 million of Revenue Margin (for the yearended March 31, 2012: e259.9 million), representing 82% of our Revenue Margin for that period (forthe year ended March 31, 2012: 81%).

Network and low-cost carriers via GDSs and Direct Connect technology

The main activity of our flight business is to facilitate bookings by our customers of networkcarrier and low-cost carrier flight tickets as well as, to a lesser extent, charter flight tickets that wesource via GDSs or directly through our Direct Connect technology (flights that we distribute byconnecting customers directly to either an airline’s proprietary inventory platform that we canaccess under a formal agreement or facilitating access of customers to book via an airline’s publicaccess website, in each case, without the intermediation of a GDS, using our ‘‘Direct Connect’’technology) from an airline’s proprietary booking platform or public access websites. Either viaGDSs or our Direct Connect technology, we provide our customers with access to a wide selectionof airline tickets for substantially all major airline companies, including Air France-KLM, Iberia, BritishAirways, Lufthansa, Ryanair, EasyJet, United Airlines, American Airlines and Emirates. Our flightproducts are sourced from airlines at either private fares, which are discounted fares negotiatedwith an airline, or the fares available to the public.

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We have experienced a significant rise in the sales of Direct Connect flights in recent years.We believe we are one of the leading distributors of Direct Connect flights in terms of bookings.

Charter flights

In addition to facilitating bookings on network and low-cost carrier flights, we also facilitatebookings by our customers of charter flight products through different channels. Our charter flightbusiness consists of the sale of flight products on a wholesale basis to tour operators, and on aretail basis to end consumers through our own websites or through travel agencies or a white labeldistribution partner. Our charter flight business is significantly smaller than our network and low-costcarrier flight business.

Non-flight

Our non-flight products consist principally of hotel rooms, Dynamic Packages, car rentals andvacation packages and, to a lesser extent, train tickets. For all these products, customer also havethe option to purchase travel insurance related to their booking. We also generate revenue fromnon-travel-related activities and we generate revenue from advertising and from our metasearchactivity, as well as other ancillary sources of revenue.

For the nine months ended December 31, 2013, our non-flight product sales generatede0.7 million Bookings (for the nine months ended December 31, 2012: 0.6 million) and e60.7 millionof Revenue Margin (for the nine months ended December 31, 2012: e53.0 million), representing19% of our Revenue Margin for that period (for the nine months ended December 31, 2012: 20%).

For the year ended March 31, 2013, our non-flight product sales generated 0.8 millionBookings (for the year ended March 31, 2012: 0.7 million) and e67.8 million of Revenue Margin (forthe year ended March 31, 2012: e59.8 million), representing 18% of our Revenue Margin for thatperiod (for the year ended March 31, 2012: 19%).

Hotels

We have a series of non-exclusive agreements with leading hotel sourcing companies, one ofwhich is our principal hotel sourcing partner. This partnership allows us to offer our customers hotelinventory offered by this hotel sourcing partner directly through our own websites and with ourbranding. Inventory for hotel rooms sold on a stand-alone basis is sourced principally from ourprincipal white label sourcing partner and offered through our eDreams, Opodo, GoVoyages andTravellink brands. In return, we receive commissions based on gross booking value from ourprincipal white label sourcing partner.

Customers can search, compare and make reservations at a wide selection of hotelsworldwide. Customers may search for hotels based on their destination and/or preferred dates forcheck-in and check-out, and may easily filter our search results by selecting star ratings, specifichotel chains and locations. Customers can also indicate amenity preferences such as businessservices, Internet access, fitness centers, swimming pools and travel assistance.

In addition to hotel rooms sourced from our principal white label sourcing partner, we obtainhotel rooms through hotel aggregators (or ‘‘bed-banks’’), through international hotel chains, suchas Accor, and by contracting directly with hotels.

Dynamic Packages

We offer travelers the opportunity to select a particular real-time flight and hotel combinationand book these in a single transaction, although payment can happen at different times. This mayresult in lower prices and greater convenience than if each product was booked separately at thetime of booking because our hotel rooms are sourced from exclusive inventory that is madeavailable to us at discounted prices and special fares may apply when a hotel room is combinedwith a flight. In addition, we may have access to special fares on a flight only when such flight issold in combination with a hotel or another travel product.

In addition, we offer Dynamic Packages through our white label distribution partnershipagreements, including with AerLingus and WizzAir, through their respective websites.

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Car Rentals

We offer our customers the ability to make car rental reservations through our websites. Wehave a series of non-exclusive white label agreements with a leading car rentals sourcing company,which is our principal car rental sourcing partner. This partnership allows us to offer our customerscar rental inventory offered by this car rental sourcing partner directly through our own websitesand with our specific design and branding. We are currently offering this car rental inventorythrough our eDreams, Opodo, GoVoyages and Travellink brands. In return, we earn commissionsbased on gross booking value from our principal white label sourcing partner.

In addition to car rental inventory sourced from our principal white label sourcing partner, weobtain our car rental supply from several international car rental companies, as well as withaggregators that sell inventory for various car rental companies.

Vacation Packages

We offer vacation packages designed by third-party tour operators under contractualarrangements with various travel suppliers, our GDS providers or white label sourcing partnerswhere we principally act as a reseller/distributor. In addition, to a lesser extent, we also design andoffer our own pre-packaged vacations.

Advertising and Metasearch revenue

We generate revenue from third parties in connection with the advertising of their productsand services on our websites as well as revenue deriving from our metasearch activity. Suchrevenue may be earned based on sold impressions (which are the number of online advertisementsgenerated on our websites), clicks to external sites, searches on our sites, bookings on externalsites and fixed monthly or yearly rates for placement. In October 2013, we completed theacquisition of Liligo, a metasearch company with offices in France and Hungary, with a view tointegrating Liligo’s technology into our existing business and increasing our advertising and metaclick-out revenue. The Liligo Acquisition was identified internally and analyzed by our venture farm(see ‘‘—Our Strengths’’).

We intend to continue to display the other eDreams ODIGEO brands in the results of a Liligosearch without any bias or preference over third-party brands, which are currently our customersunder the metasearch model.

Other non-flight products and ancillary non-flight revenue sources

In certain of our geographical markets, our customers may also book train, cruise and bustickets, as well as self-catering accommodation.

We also generate revenue from certain ancillary sources, such as incentives we receive frompayment processors and toll calls to our call centers.

Insurance for flight and non-flight products

Ancillary to both our flight and non-flight products, we provide our customers with the optionto purchase travel insurance from certain insurance companies with whom we have arrangements.We source most of the travel insurance we offer under an agreement with a global insuranceprovider that we signed in August 2012 to supply travel insurance policies and a broad range ofrelated insurance products. We facilitate access to travel insurance through our websites and otherbooking channels.

Our Geographical Markets

We are currently present in 42 countries and served more than 14 million passengers in theyear ended March 31, 2013. Our principal operations in Europe, as measured by Revenue Margincontribution, are located in France, Germany, Spain, Italy, the United Kingdom and the Nordics.Outside of Europe, we are present in a number of large countries, including, in order of RevenueMargin contribution, Australia, the United States, Argentina, Brazil, Turkey and Mexico.

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The following chart shows an overview of our countries of operations and provides a splitbetween the countries where we believe we have a leading position based on gross bookings,according to PhoCusWright, and the countries where we are seeking to expand our presence.

Countries of operations1

We believe we have strong market positions in Europe, as shown by the following chart whichsets out our estimated OTA rankings based on PhoCusWright market share analysis based ongross bookings.

Leading European market share1

#1

#2

#2

#2

#4

#2

Nordics

GermanyUK

France

Spain

Italy

#1 in flights in Europe

1 2012 market share based on gross bookings from PhoCusWright European Online Travel Overview—Ninth Edition(December 2013) excluding non-air focused players.

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We currently organize the various countries in which we operate into two principal financialreporting segments: Core and Expansion. Our Core segment comprises our operations in France,Spain and Italy. Our Expansion segment comprises our operations in Germany, the UnitedKingdom, the Nordics and the other countries in which we operate, most of which are outside ofEurope.

For the nine months ended December 31, 2013, our Core and Expansion segments generated61% and 39%, respectively, of our Bookings, and 62% and 38%, respectively of our RevenueMargin.

For the year ended March 31, 2013, our Core and Expansion segments generated 65% and35%, respectively, of our Bookings, and 67.0% and 33.0% of our Revenue Margin.

Our operational headquarters are located in Barcelona, Paris and London and the majority ofour workforce is based in France, Spain, Germany, Italy, the United Kingdom and the Nordics.

Booking Channels

Our customers can book our products through various channels. The vast majority of ourbookings are processed online and can be completed either on a desktop or laptop computerthrough our websites, or on a mobile device such as a smartphone or tablet through our websitesor our mobile apps. In addition, a limited proportion of our bookings are processed by our callcenter operations.

Desktop and laptop computer bookings

We operate 84 branded domains, including eDreams.es, eDreams.it and govoyages.fr). Weacquired Liligo in October 2013, which operates 22 branded domains. Our websites have beendesigned to provide a user-friendly experience to our customers and are reviewed and upgraded ona regular basis. Although we are experiencing a significant shift of business to our mobile bookingchannel, access via our websites through desktop and laptop computers remains our mostimportant booking channel.

Using our websites, customers can easily and quickly review the pricing and availability ofsubstantially all our services and products, evaluate and compare options and book and purchasesuch services and products online within minutes and in a variety of languages, including English,French, Spanish, Italian, German, Portuguese, Finnish and Swedish.

Typically, a transaction on our websites involves the following steps:

Search. A customer conducts a search for a particular product, or combination of products,by defining desired parameters. For example, for flights, in addition to the city of departure anddestination, number of travelers and dates of travel, our customers can also input additionalparameters such as preferred time of travel, cabin class, preferred airlines and direct flights. Ourwebsites’ search capabilities employ scalable search and routing logic that we believe returncomprehensive results without sacrificing search response times. Our web-based booking engines,which have been designed to link directly to our suppliers’ systems or through GDSs, allow us todeliver real-time information.

Select. At this stage, our websites display to the customer various possible selections thatare available in a user-friendly format listed in pricing order and that also prompt the customer withavailable special offers or provide additional information about the product. Our websites allowcustomers to sort or refine search results by further defining certain parameters such as pricerange, time range, preferred airlines, preferred hotel chains, star rating and hotel amenities.

Review. After a customer has selected a particular option, our websites provide the customerwith an opportunity to review the details of the product being purchased and the terms andconditions of such purchase. At this stage, our websites connect to the GDS or the websites of ourtravel suppliers to confirm the availability and pricing of the product selected. Customers bookingflight products or hotels will also be shown options to purchase travel insurance and other relatedancillary services.

Payment. We offer our customers a variety of payment methods, including debit cards, creditcards or PayPal, in 30 currencies. Our payment gateways for sales on our websites are secured.

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Mobile bookings

As a result of the widespread adoption of mobile devices, including smartphones and tablets,we have experienced significant growth in the mobile booking channel, with customers makingbookings on such devices through our websites (whether our general websites or mobile-specificwebsites) and our mobile apps. Over the past few years, mobile devices have become anincreasingly important channel for customers to search for travel information and make travelbookings, and we expect this trend to continue. We believe customers increasingly plan and booktheir journeys when they happen to have free time slots, irrespective of their immediatewhereabouts, and mobile devices afford customers that convenience to make travel arrangementwhile on the go. We and our competitors are actively engaged in the design, rollout andimprovement of applications for mobile devices. To be competitive in the mobile business requiresus to develop specific software and applications under a variety of new platforms and operatingsystems, which are generally expected by our customers to offer the same features and to be aseasily and intuitively operated as desktop interfaces. This poses significant challenges and hasrequired and will continue to require us to make significant financial and operational investments toachieve these goals.

In 2010, we launched our first applications for iPhone devices. Since then, we havecontinuously developed new applications (for both the Android and iPhone/iPad) and launchedupdated and optimized versions of our existing applications. We have experienced significantincreases in the orders made via mobile devices (including via our applications and mobilewebsites) and in App Annie’s ranking of free travel apps (excluding non-flight focused or non-travelapps), our apps were ranked second in Spain and Italy and third in France in terms of frequency ofdownloads as of January 14, 2014. We estimate that approximately 12% of our flight Orders weremade through mobile devices in December 2013 compared with approximately 6% in December2012. We do not believe the proportion of non-delivered transactions is materially different betweenmobile and non-mobile customers. We believe our service fees per flight Booking made on amobile device is similar to that for bookings made on a desktop or laptop computer across ourbrands and geographies based on service fees per flight Booking information for eDreams (forwhich we have data for the relevant historical period). We believe that our broadly equivalentservice fees across booking channels gives us a strategic advantage in terms of revenue generationover certain metasearch companies whose revenues from mobile users are lower than revenuesfrom desktop or laptop users. We do not believe that the pure metasearch model is well suited tothe mobile booking channel because this model requires a click-out to a different site, making themobile app experience cumbersome compared to a full brand experience such as those providedby us.

Call centers

Although a vast majority of our bookings are completed automatically without any humanintervention, our in-house or outsourced call centers handle our sales and post-sales customerservice support. Ten call centers located in ten different countries are currently serving ourcustomers in 42 countries. Our main in-house call centers are located in Barcelona, Paris, Leicester,Berlin, Stockholm and Helsinki. We also have external call centers in Casablanca (Morocco) andNew Delhi (India). Most of our call centers operate seven days a week and cover various timezones. Customers can call these centers to consult with our sales representatives, receivecomprehensive, real-time product information, and make travel bookings. Sales representatives inour call centers are able to assist our customers in 18 languages to cover our principalgeographical needs, including English, French, Spanish, Italian, German, Portuguese and Swedish.

All of our call centers are equipped with systems which allow us to monitor the performance ofour sales representatives and outsourced agents. We have software that allows us to log on tocustomer calls enabling us to perform random checks on our call centers on a real-time basis. Oursystem also allows us to monitor the number of waiting calls and limit customer aborted calls onour hotlines due to unacceptably long waiting times.

Marketing and Distribution Channels

We are focused on marketing and brand awareness because they are critical in maximizingcustomer acquisition and retention among online travel companies, like us. Together with product

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sourcing, customization and pricing, marketing and brand awareness are crucial in drivingcustomers to us from our various distribution partners.

We benefit from a unique portfolio of brands with strong awareness. We have historicallycommitted significant resources to supporting brand awareness. As a result, we believe that ourbrands rank consistently among the most searched and highest rated online flight travel brands inEurope and worldwide (based on search engine recognition metrics). We believe that continuedinvestment in our brands is critical to retaining and expanding our traveler, supplier and advertiserbases and that our long-term success and profitability depend on our continued ability to maintainand increase the overall number of traveler transactions in a cost-effective manner.

Our marketing programs are intended to build and maintain the value and awareness of ourvarious brands, drive traffic and conversion, and optimize ongoing traveler acquisition costs.Following the Combination, we decided to maintain our main brands eDreams, Opodo, GoVoyages,Travellink and Go Volo as independent brands for our customers. Following the acquisition of Liligoin October 2013, we added Liligo as a brand to our business and will maintain it as an independentbrand as well.

Our marketing programs and brands seek to drive customers to one of the followingdistribution channels:

Direct Free Traffic. Our powerful brand recognition attracts a high volume of ‘‘direct freetraffic’’ to our website, which we generate when customers type the company name or url directlyinto internet browsers. Direct free traffic delivers stronger margins for us as the customer acquisitioncosts are lower (for example, as we do not need to pay fees to any search engine or metasearchprovider in respect of such visitors).

Search engines. We use to a significant and increasing extent Internet search engines,principally through the purchase of travel-related keywords, in particular on Google, and inclusion inmetasearch results, to generate traffic to our websites. The purchase of travel-related keywordsconsists of anticipating what words and terms consumers will use to search for travel on Internetsearch engines and then bidding on those words and terms in the applicable search engine’sauction system. We bid against other advertisers for preferred placement on the applicable Internetsearch engine’s results page. Search engine marketing is one of the major cost items for onlinetravel companies, including us, because Google and other search engines typically charge on acost-per-search basis. However, because the cost is variable, we can monitor the return oninvestment on a daily basis. Part of our marketing expenses also relates to search engineoptimization, which refers to the process of improving the visibility of a website in search enginesthrough modifications of design or content on the actual website pages.

Given the growing prevalence of search engines in consumers’ e-commerce behavior, webelieve that we are well positioned to continue to build our customer base and brand awarenessthrough the search engine distribution channel. We have made and will continue to makeinvestments in both search engine marketing as well as search engine optimization initiatives tofurther improve our brand awareness.

Metasearch. Metasearch companies, such as Kayak/Swoodoo, Skyscanner, Jetcost, Trivago,Momondo and Qunar are search engines and comparison websites that aggregate travel searchresults across supplier and online travel agency websites to display offerings to customers fromexternal sources and redirect clients to their chosen option. No bookings are made on themetasearch websites, as metasearch companies are focused exclusively on the search stage andnot the booking process. Online travel companies, including us, and supplier direct websites paymetasearch commissions on a cost-per-search or cost-per-action basis. Historically, metasearchcompanies generally have been smaller companies, with less technological development in the lastdecade than online travel companies like us. For example, where we have built and deliveredtechnology to access inventory from any source (GDSs, airlines and other online travel companies)to compare offers from different suppliers, create products that are not otherwise available in themarket, add supplements, collect money and book tickets, metasearch companies typically havebeen technologically limited to the first step of the process.

We work with approximately 60 third-party metasearch companies to distribute our products tocustomers and we pay such companies commissions based on a cost-per-search or cost-per-action

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basis. We are not dependent on any third-party metasearch company for the distribution of ourproducts as the revenue generated by our products through any one metasearch company is small.

In addition to the distribution of our products by third-party metasearch companies, weacquired Liligo, a metasearch company specializing in travel, in October 2013 to enter directly intothe travel metasearch market, complement our online travel company capabilities and to broadenour revenue base. The Liligo Acquisition, which we bought from Voyages-SNCF, an entity affiliatedwith the national French railways, was a result of our venture farm activity.

Direct Marketing and Affiliates. We use direct and personalized traveler communications onour websites, as well as direct e-mail communication with our travelers. Our marketing programsand initiatives include promotional offers such as coupons, as well as seasonal or periodic offersfrom our travel suppliers based on our supplier relationships. We are currently focused onimproving our ability to target customers with specific offers that correspond to their particularinterests based on order history and other profile information.

We also make use of affiliate marketing and receive bookings from customers who haveclicked through to our respective websites via links posted on affiliate partners’ websites.

White Label Distribution Partners and XML Partners. We generate bookings and revenuesfrom our white label distribution partnership agreements. Under these agreements, onlineintermediaries offer third-party products on their websites under fixed payments or revenue sharingarrangements. We have entered into approximately 185 white label distribution agreements, where apartner distributes our product on its website and the transaction is entered into between ourselvesand the customer and a commission is paid by us to the partner for distributing our product. Ourwhite label distribution partners include AerLingus and WizzAir. When a customer connects to theirwebsites for a flight product, the customer has access to our inventory.


Other Distributors. We also have long-standing relationships with other companies, includingoffline travel agents, that distribute our products to their customers. These distributors have accessto our inventory and sell our products to their customers, and we pay them a commission.

Supplier Relationships

We seek to build and maintain diversified and long-term strategic relationships with travelsuppliers, GDS partners and other travel product intermediaries. We have entered into long-termsupply contracts with each major GDS (Amadeus, Travelport and Sabre) (note that our agreementwith Sabre expired on December 31, 2013 and we are in the process of negotiating an extension ofthe agreement in accordance with its terms). In addition, we have entered into a large number ofagreements with travel suppliers and supplier intermediaries that are short-term contracts andprovide our counterparties with a right to terminate on short notice or without notice. Despite theincreasing proportion of flight bookings sourced and fulfilled outside of these GDSs (such as DirectConnects), we access the majority of our flight offering through these contractual relationships. Inaddition to these contracts, we enter into short-term (less than one year) incentive contracts for ourflight products with airlines based on different criteria such as volume targets, growth versus prioryear and segment share achievements. We also enter into other short-term contracts with airlines,where we benefit, from time to time, from special negotiated rates. We currently have speciallynegotiated contracts with 108 airlines and our supply of flight products is not dependent on anyparticular carrier or route. For our non-flight products, we have contractual relationships withcontent aggregators and platforms, such as hotel bed banks and tour products distributionplatforms and have entered into non-exclusive white label agreements with leading non-flightsourcing partners on which we are reliant for hotel room and car rental bookings.

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Our relationship teams are focused on relationship management, supplier sponsoredpromotions and contract negotiation covering our retail, corporate and packaging businesses. Animportant component of the success of our business depends on our ability to maintain, expandand further diversify our relationships with such suppliers and partners. See also ‘‘Risk Factors—Risks Related to Our Business—Our business depends on our relationships with our suppliers andsupplier intermediaries, and adverse changes in these relationships or our inability to enter into newrelationships could negatively affect our access to travel offerings and have a material adverseeffect on our business’’.

GDS and other products aggregators

Global Distribution Systems, or GDSs, also referred to as computer reservation services,provide a centralized, comprehensive repository of travel products, which includes availability andpricing of seats on various airlines, as well as information relating to hotel accommodations and carrental companies. GDS providers act as intermediaries between travel suppliers and travelagencies, allowing companies like us to book flights, rooms and other available travel products.Travel agencies can enter into exclusive or non-exclusive contracts with GDS operators, who in turnpay incentives to the online travel companies on a per booking basis using a variety of paymentmethods. GDS contracts are typically long-term and are structured using volume bands withincentives/penalties paid if targets are exceeded/not met. We use Amadeus as our primary GDSprovider, although we also sell travel products obtained via other GDS providers.

We entered into a 10-year non-exclusive GDS contract with Amadeus, which became effectiveon June 30, 2011, and secures a wide range of flight and non-flight product inventory in Europe.This contract has provided us with reliable access to travel products as Amadeus has signed fullcontent agreements with the majority of the key airlines in terms of passenger numbers, meaningthat most supply available on an airline’s own website is available to us through Amadeus’ GDSdatabase.

Direct Connect

We have developed internally sophisticated supply technology that allows us to offer a widerrange of network and low-cost carrier flight product inventory and where pursuant to certain DirectConnect formal agreements with an airline, at more attractive prices than what is available throughGDSs, allowing us to charge higher service fees. Our supply technology includes ‘‘Direct Connect’’technology, which allows us to distribute flights by connecting customers directly to either anairline’s proprietary inventory platform that we can access under a formal agreement or facilitatingaccess of customers to book via an airline’s public access website, in each case, without theintermediation of a GDS. Such technology incorporates computerized analytic processes andreduces costs associated with such intermediation. This is accomplished by sharing XML andwebservice links of the supplier application programming interfaces (‘‘APIs’’), or via accessingdirectly a supplier’s public website.

Certain travel suppliers, including certain low-cost airlines, are striving for exclusivity of theironline supply and have taken steps to prevent online travel companies, including us, fromaccessing their public website and facilitating bookings of their products on our website. See ‘‘RiskFactors—Risks Related to Our Business—We do not have relationship agreements with certainsuppliers, including ones whose products we sell, and certain of such suppliers have sought toblock our sale of their products using legal and technical means’’ and ‘‘Business—Litigation’’.

White label sourcing partners

For sales of hotel and cars products on a stand-alone basis, we distribute the products of ourwhite label sourcing partners. White label sourcing partnerships allow us to target and service endcustomers directly through our websites, thereby offering third-party products by distributing thepartner’s product under our websites. In return, the white label sourcing partner pays us acommission for distributing its product.

The majority of both our hotel offerings on a stand-alone basis and of our car rental offeringsare sourced from our respective principal white label sourcing partners. In addition, for some of ourbrands and in some of the countries in which we are present, we have white label sourcingagreements for specific products, such as vacation packages and cruises.

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Information Technology

General

We have proprietary and sophisticated technologies which we believe have high levels ofreliability, security and scalability, and which have been designed to handle high transactionvolumes across all our respective websites. We also believe that these technologies will allow us tosustain high growth and to expand rapidly to address new business opportunities.

Increasingly centralized technology platform

We operate an increasingly centralized technology platform with highly efficient processes,focused around the integration of search engine interaction, inventory sourcing, productcustomization, dynamic pricing, inventory management, booking, accounting/reporting, collectionand payment. These advanced technology platforms allow us to efficiently offer a wide variety ofproprietary products, including through supplier connectivity (such as multi-GDS access) anddedicated hosting solutions for other travel suppliers and white label distribution partners. Inaddition, these platforms allow us to complete a high percentage of transactions with a low level ofhuman intervention and a high level of automation, thereby reducing the average cost pertransaction. For certain travel product suppliers our booking system accesses their public websitesdirectly through our Direct Connect technology.

Before the Combination, the technology systems of our various brands were fragmented. Forexample, eDreams had advanced Direct Connect technology, GoVoyages had multi-GDScapabilities and Opodo had advanced net fares technology, but none of the other brands within theeDreams ODIGEO Group had such capabilities. Since the Combination, we have been activelyfocused on integrating our businesses, including our ongoing initiative to develop and deploy oneIT platform for all our brands and geographies (as opposed to multiple systems deployed prior tothe Combination). We spent significant management time and incurred costs in connection with ourintegration relating to, for example, implementing group financial reporting and managementsystems, strengthening our management team and developing common technology. In the summerof 2013, the investment of such time and costs led to the successful migration of the previousindividual platforms of GoVoyages, Opodo and eDreams the One Platform, which allows each ofour brands to offer a full range of inventory, including Direct Connect, multi-GDS access and netfares. We continue to focus on the optimization and enhancement of our One Platform and othertechnology.

The completion of the rollout of the flight booking engine to eDreams, GoVoyages and Opodohas had two principal benefits. It provided a one-time lift and improvement in product quality, aseach of our websites now has access to the entire eDreams ODIGEO inventory, offering customersa superior product choice. By making our platform more efficient so that an engineer no longer hasto implement a change across four to seven platforms, the One Platform has also freed up our ITresources to focus on the development of new technological features and innovations.

The implementation of a common organizational and reporting structure is at an advancedstage but is ongoing. The integration process in respect of our middle- and back-office functions,such as accounting, IT and operational systems, management information and financial controlsystems, marketing and customer service, is also still ongoing, and although we have madesignificant progress in these areas, we currently expect the development of the integration processto be finalized by the end of 2014 with the rollout of the integration to follow in 2015. In addition,the integration of the Dynamic Package booking engine, the vacation package product and thefront-end interfaces are currently in progress. For a discussion of the expenses and resourcesallocated in connection with the integration process, see ‘‘Management’s Discussion and Analysisof Our Financial Condition and Results of Operations—Key Factors Affecting Our Results ofOperations—The eDreams ODIGEO Group and integration of our constituent businesses’’.

Security

We are committed to protecting the security of our customers’ information. Our informationsecurity team is responsible for implementing and maintaining controls to prevent unauthorizedusers to access our respective systems or to protect us from denial of services and other cyberattacks. These controls include the implementation of information security policies and procedures,

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security monitoring software, encryption policies, access policies, password policies, physicalaccess limitations and detection and monitoring of fraud from internal staff. We also operate frauddetection systems which use transaction patterns and other data sources seeking to preventfraudulent transactions in real time. For a discussion of how European Union data protection lawsaffect us, see ‘‘Regulation—European Union Regulations—Customer Privacy and Data ProtectionRegulations’’.

See ‘‘Risk Factors—Risks Related to Our Business—Our processing, storage, use anddisclosure of personal data could give rise to liabilities as a result of governmental and/or industryregulation, conflicting law requirements and differing views of personal privacy rights, and we areexposed to risks associated with online commerce security’’.

Intellectual Property

Our intellectual property rights include trademarks and domain names associated with thenames eDreams, Opodo, GoVoyages, Travellink, Go Volo and Liligo, as well as other rights arisingfrom agreements relating to our website content and technology. We regard our intellectualproperty as a factor contributing to our success. We rely on trademark law, copyright law, tradesecret protection, non-competition and confidentiality agreements with our employees and some ofour partners to protect our intellectual property rights.

We require our employees to enter into agreements to keep confidential all information relatingto our customers, methods, business and trade secrets during and after their employment with us.Our employees are required to acknowledge and recognize that all inventions, trade secrets, worksof authorship, developments and other processes made by them during their employment are ourproperty.

We have registered our different material domain names and have full legal rights over thesedomain names for the period for which such domain names are registered.

Employees

As of December 31, 2013, we had 1,556 employees, compared to 1,307 employees as ofDecember 31, 2012 and compared to 1,324 as of December 31, 2011. We also outsource some ofour customer service and sales functions as well as certain IT development functions.

A considerable number of our employees have been with us since 2000 and have a detailedand thorough understanding of our businesses, with additional capacity recruited as the companyachieved its various growth milestones. With 80% of our employees aged 40 years or less, ourteam is young and dynamic. Also, the interests of many of our employees are well-aligned with theinterests of our Shareholders, as 13% of our employees are Shareholders and substantially all ofour employees have performance-based bonuses and targets. Many of our employees areengineers or mathematicians.

The following table sets forth the number of our employees by country as of December 31,2013:

As ofDecember 31, 2013

Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

In addition, in certain cases, we contract with third parties for the provision of temporaryemployees from time to time for various functions.

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Facilities

Our facilities consist of our 15 corporate offices, which are located in:

• Paris, France;

• Barcelona, Spain;

• Madrid, Spain;

• London, U.K.;

• Leicester, U.K.;

• Milan, Italy;

• Hamburg, Germany;

• Berlin, Germany;

• Stockholm, Sweden;

• Oslo, Norway;

• Vantaa, Finland;

• Copenhagen, Denmark;

• Miami, U.S.A.;

• Budapest, Hungary; and

• Sydney, Australia.

All of our facilities are leased.

Litigation

From time to time, we may be subject to various legal proceedings and claims that areincidental to our ordinary course of business. We are currently party to various legal proceedings,including consumer complaints, contract disputes, disputes regarding alleged infringement ofantitrust, consumer protection or other regulations or of third-party intellectual property rights, andother claims. This section identifies all litigation matters which we believe are potentially material toour business, financial position or results of operations or which, in the event of an adverseoutcome, could materially harm our reputation. For the potential consequences of an adverseoutcome in relation to these proceedings and claims, see ‘‘Risk Factors—Risks Related to OurBusiness—We are, and may be in the future, involved in various legal proceedings and mayexperience unfavorable outcomes, which could adversely affect our business and financialcondition’’.

Consumer protection regulatory proceedings

Italian investigations

In November 2009, the Italian Data Protection Authority (Garante per la protezione dei datipersonali, the ‘‘GPDP’’) fined eDreams S.r.l. following claims from two consumers and a subsequentinvestigation related to compliance with the Italian Privacy Code. In April 2012, the GPDP imposeda sanction of e160,000 on eDreams S.r.l., which eDreams S.r.l. challenged before the Court ofMilan. In May 2013, the judge entered the judgment in favor of eDreams S.r.l., whereby the fine wasreduced to e140,000. In July 2013, eDreams S.r.l. filed an appeal to the judgment requesting afurther reduction of the fine.

In May 2010, the Italian Antitrust Office fined eDreams S.r.l. and Opodo Italia S.r.l. following aninvestigation related to the display of information provided to consumers in the Italian travel market.The investigation focused on several online travel companies and covered issues such as display inthe booking and payment processes, misleading promotions, pre check-out insurance selection andcomplaint management. In March 2011, the Italian Authority for Competition and Market (the‘‘AGCM’’) imposed sanctions of e135,000 and e25,000 on eDreams S.r.l. and Opodo Italia S.r.l.,respectively. eDreams S.r.l. challenged the sanction; the proceedings are currently pending before

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the regional administrative court (tribunale amministrativo regionale). In 2012, the AGCM ruled thateach of eDreams S.r.l. and Opodo Italia S.r.l. had failed to implement certain remedial measuresand imposed additional fines of e30,000 and e20,000, respectively.

In August 2013, the AGCM started new investigations against eDreams S.r.l. and OpodoItalia S.r.l. for non-compliance with regulations related to the display of information provided toconsumers in the Italian market. These proceedings are part of an ongoing dialogue between anumber of online travel companies and the AGCM on the correct interpretation of Italian regulationson the display of information. The proceedings against eDreams S.r.l. were closed in December2013 with AGCM’s imposing a e50,000 sanction. The proceedings against Opodo Italia S.r.l. wereclosed in January 2014 with AGCM’s imposing a e150,000 sanction. In each of the cases, theAGCM confirmed that the respective websites are now compliant with regulatory requirements.

Vacaciones eDreams, S.L. was involved in further proceedings initiated by the AGCM in May2013 relating to allegations of unfair commercial practices mainly against Webloyalty InternationalS.a r.l and Webloyalty International S.r.l., two companies whose products and services are featuredon our Italian websites. The AGCM found that the Webloyalty companies unfairly encouragedconsumers to subscribe to their service ‘‘Acquisti e Risparmi’’, which is also featured on ourwebsites, without previously providing consumers with information on its terms and conditions. As aconsequence of the AGCM’s proceedings, we changed the layout and information relating to‘‘Acquisti e Risparmi’’ on our own websites, and following this change, we believe we are nowcompliant with the AGCM’s requirements. In February 2014, the AGCM imposed a e220,000administrative sanction on Vacaciones eDreams, S.L. for improperly featuring ‘‘Acquisti e Risparmi’’in the past. This sanction is subject to an appeal to the regional administrative court (tribunaleamministrativo regionale), which Vacaciones eDreams, S.L. may elect to file by mid-April 2014.

French investigations

In April 2013, the French Departmental Directorate for Population Protection (Directiondepartementale de la protection des populations, the ‘‘DDPP’’) initiated an investigation againsteDreams France for non-compliance with consumer protection rules on display of prices and creditcard fees. The scope of these investigations has been extended to include Opodo and GoVoyagesin July 2013. eDreams France, Opodo and GoVoyages are currently negotiating with the DDPP andaims to reach a settlement. The outcome of these proceedings, which are ongoing, could result infurther changes to our website design and practices. See ‘‘—Commercial and intellectual propertydisputes—Air France litigation’’.

In July 2013, the DDPP extended its investigations related to surcharging practices to Opodoand GoVoyages. Opodo and GoVoyages are currently negotiating with the DDPP. The outcome ofthese proceedings, which are ongoing, could result in further changes to our website design andpractices. We recently received a ‘‘pre-injonction’’ notice to cease certain website practices inrespect of GoVoyages’ website in France and are considering our options.

In December 2012, the French General Directorate for Competition Policy, Consumer Affairsand Fraud Control (Direction Generale de la Concurrence, de la Consommation et de la Repressiondes Fraudes, the ‘‘DGCCRF’’) initiated proceedings against Opodo France relating to the displayand selection of for insurance products. In December 2012, the DGCCRF initiated proceedingsagainst GoVoyages relating to alleged non-compliance (i.e., a change in price at the time ofpayment) with consumer protection rules, notably in connection with the unavailability of holidaypackages, display of prices for flights and booking fees. This proceeding relates to commercialpractices of GoVoyages that have already been subject to enquiries by the DGCCRF in the pastand have resulted in various changes in our website presentation and practices. Both proceedingsare at a preliminary stage and the companies have replied to the DGCCRF in March 2013.

U.K. investigations

In August 2013, the Civil Aviation Authority contacted both eDreams and Opodo citing severalpoints of concern. These concerns included the presentation of fares and ancillary fees, pre-tickedinsurance and service packages and certain points in the general terms and conditions.Conversations with the Civil Aviation Authority have been positive thus far and eDreams and Opodoagreed to discontinue pre-ticked selling of products, to make certain amendments to their termsand conditions and Opodo presented arguments to support the presentation of fares. The outcome

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of these conversations could result in further changes to our website design and practices orpotentially, if no agreement is reached, in legal proceedings.

German litigation

The Unister Group is a German company that operates travel-related web portals. Opodo Ltd.(Germany) initiated several legal proceedings against Unister because of non-compliance ofUnister’s websites with the applicable laws. Most of Opodo Ltd.’s requests for preliminaryinjunctions were granted by the courts. Unister did not accept the preliminary proceedings’outcome and appealed these rulings, requesting a full trial. These proceedings (and/or appeals withrespect thereto) are currently still pending.

Conversely, at the instigation of certain Unister Group companies, Opodo Ltd. was servedcease and desist letters and a number of preliminary injunctions relating to the selection ofinsurance and service packages, payment fees, voucher advertising and as well as paymentmethods in 2012 and 2013. A number of injunctions were granted in favor of Unister andsubsequently confirmed by the competent courts of appeals. We believe that these injunctions willnot materially affect Opodo Ltd.’s business, as the practices in question had already beenindependently discontinued by us. However, depending on the outcome of certain proceedings thatare still pending, we may decide to further change the design of our website and practices.

At present, we have a standstill agreement with Unister in place, which states that no newlegal action shall be taken and the filing of administrative fines shall be ceased. Each party has theright to terminate the standstill agreement with two weeks’ notice. We expect to resumenegotiations with Unister with a view to reaching a final settlement.

Commercial and intellectual property disputes

Ryanair litigation

Ryanair initiated legal proceedings for intellectual property infringement and unfair commercialpractices against eDreams and Opodo in Spain and France in 2008, respectively, primarily inconnection with the screen scraping method used by eDreams and Opodo to access Ryanair flightinventory and then offer customers Ryanair flight tickets on their respective websites. Screenscraping consists of using internal online travel technology to scan travel supplier websites in orderto collect information about the travel products they offer. Neither eDreams nor Opodo has enteredinto agreements with Ryanair, whose policy is to sell their tickets only through its own website. See‘‘Risk Factors—We operate in an increasingly competitive environment, and we are subject to risksrelating to competition that may adversely affect our performance’’.

In Spain, Ryanair filed a civil action before the Barcelona Commercial Court in 2008 arguingthat eDreams (i) was in breach of the terms and conditions of use of Ryanair’s website, whichstated that only the private use of the website was allowed and expressly prohibited the screenscraping method used by eDreams Spain, (ii) violated Ryanair’s rights as author and manufacturerof the database of flights contained on its website, (iii) infringed intellectual property rights oversoftware used on its website and (iv) carried out unfair commercial practices, namely, imitation actsin exploitation of Ryanair’s reputation and infringement of the general good faith obligationprohibited under the Spanish Unfair Competition Act. Ryanair’s action was dismissed both by theBarcelona Commercial Court and the Provincial Court of Barcelona. Ryanair appealed to the HighCourt of Spain, which entered a final judgment definitively rejecting Ryanair’s claims on October 30,2012.

In 2008, eDreams initiated litigation against Ryanair for unfair competition, including a claim fordamages of e1.5 million, and requested the Barcelona Commercial Court to prevent Ryanair fromcancelling or threatening to cancel Ryanair flight tickets acquired through eDreams’ website, whichrequest was granted. On May 21, 2012, the Provincial Court of Barcelona concluded that Ryanair’sactions constituted unfair competition and ordered Ryanair to pay eDreams damages of e40,000.Ryanair’s appeal against this decision was dismissed by the High Court of Spain on October 29,2013 and Ryanair paid the awarded sum in December 2013.

Ryanair has also initiated proceedings against Vivacances (now Opodo France) based ontrademark infringement, database infringement, breach of the terms of use of the website‘‘Ryanair.com’’ and unfair competition relating to the alleged screen scraping activities of Opodo

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France. On April 9, 2010, the Paris First Instance Court dismissed Ryanair’s complaint and requiredRyanair to pay e30,000 in compensation to Opodo France for its disparaging remarks and an extrae7,500 compensation for legal fees. Upon Ryanair’s appeal, this judgment was confirmed by theParis Court of Appeals on March 23, 2012. Ryanair has complied with all of these Court orders, butappealed the judgment before the French Supreme Court in August 2012. In view of the complexityof the proceedings before the French Supreme Court, the decision is not expected to be renderedprior to September 2014.

Air France litigation

Air France took legal action on April 21, 2011 before the Commercial Court of Paris againstVacaciones eDreams S.L. and eDreams S.r.l. alleging unfair competition. Air France claimed thateDreams’ France website did not comply with French and EU regulations concerning the display ofprices, as service fees were not disclosed from the beginning of the booking process. Air Francefiled a motion to order eDreams to stop infringing applicable regulations within 10 days fromnotification of a judgment on such motion, which judgment Air France moved to have provisionallyexecuted. On May 15, 2011, the parties signed a settlement agreement in respect of Air France’ssuit, which was reported to the Court. However, in October 2012, Air France sent a letter to each ofeDreams and GoVoyages alleging that they had breached the terms of the settlement agreementand threatened to reinitiate the legal proceeding. In December 2012, eDreams and GoVoyagesreplied jointly to Air France setting forth the eDreams ODIGEO Group’s position in respect of AirFrance’s letter that the terms of the settlement agreement had not been breached.

On April 21, 2013, Air France delivered a writ of summons under short notice againstVacaciones eDreams S.L. and eDreams S.r.l. before the Commercial Court of Paris. In its action, AirFrance requested that eDreams pay e13.1 million in remediation of the damages allegedly sufferedas a consequence of eDreams’ alleged breach of their settlement, as well as the violation of theFrench Consumer Code and EU Regulation No. 1008/2008 of September 24, 2008 on commonrules for the operation of air services in the European Community. On the hearing of May 28, 2013,the defendants presented their pleadings in response. A further procedural hearing was held onNovember 12, 2013 and on January 21, 2014, Air France filed a motion with the Commercial Courtof Paris to temporarily stay the case while a settlement out of court is under consideration. TheCommercial Court of Paris is expected to decide on this motion on the hearing scheduled forApril 1, 2014. In light of the complexity of the case, a decision on the merits is not expected to berendered prior to September 2014. eDreams believes that the allegations made by Air France areunfounded and that it was acting in full compliance with the provisions of French and EU laws atany time. Nevertheless, the outcome of these proceedings could result in payment of damages andfurther changes to our website design and practices.

Hospitality alliance litigation

Opodo Ltd. (Germany) received two preliminary injunctions in the first instance regarding trademark infringements made via www.opodo.de concerning certain hotel names (‘‘Ramada’’ and ‘‘H2’’)being used in search engine advertising. We have appealed against these injunctions as we believethat an agent may use hotel names that are being distributed via its website.

Delta Air Lines litigation

Delta Air Lines sent letters to eDreams and GoVoyages to terminate the appointments of allagencies in France, Germany, Italy, Spain and Portugal to sell Delta products by the end of June2012. In response, GoVoyages, GoVoyages Trade and eDreams France launched an action inFrance to obtain an interim measure prohibiting Delta from terminating the appointments, whichwere under a series of long-term agency appointment agreements the terms of which require causefor unilateral terminations. On June 29, 2012, the President of the Commercial Court of Parisordered Delta to continue the commercial relationships with eDreams France until October 31, 2012and with GoVoyages and GoVoyages Trade until December 31, 2012. An action on the merits of thecase was launched in July 2012 to obtain a ruling on the discriminatory and illicit practice of Deltaand wrongful termination of the agency appointments. In July 2012, Delta Air Lines also appealedagainst the interim injunctions of the President of the Commercial Court of Paris issued on June 29,2012. The interim injunction against eDreams France expired on October 31, 2012 and as a result,eDreams and GoVoyages no longer have access to Delta products. On appeal, Delta won the case

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with respect to the interim injunctions in April 2013, as eDreams and GoVoyages were unable toshow any damages suffered. The case on the merits is currently pending. Delta Air Lines submittedits written pleadings on November 15, 2013 and a judgment is not expected to be rendered prior toJune 2014.

Call Expert litigation

GoVoyages and Opodo previously outsourced call center services to Call Expert. On June 5,2013, Call Expert ceased performing its services due to a strike of its employees in its call center inAles (Frances). Since that time, Call Expert ceased providing services from its call center, causing adisruption to GoVoyages’ and Opodo’s customer services. GoVoyages, Opodo and Opodo Ltd.notified Call Expert of the termination of their agreements in August 2013. On August 8, 2013,GoVoyages, Opodo and Opodo Ltd. delivered to Call Expert (and to HSBC Factoring France in itscapacity as Call Expert’s factor) a writ of summons before the Commercial Court of Paris,requesting damages compensating for the losses caused by Call Expert’s failure to perform itscontractual obligations. A hearing was held on February 10, 2014 and the case is currentlypending.

On September 17, 2013, Call Expert submitted a writ of summons to the President of theCommercial Court of Paris, requesting an interim payment of invoices issued to GoVoyages andOpodo Limited in the amounts of e88,758 and e219,034, respectively. Written pleadings have beensubmitted on behalf of GoVoyages, Opodo and Opodo Limited, arguing that Call Expert has nolegal interest in this proceeding as a result of the factoring agreement it had entered into withHSBC Factoring France and that these amounts, to the extent in fact owed to Call Expert, are morethan set off by damages suffered and claimed by GoVoyages, Opodo and Opodo Ltd. Call Expertdid not reply to GoVoyages’, Opodo’s and Opodo Ltd.’s written pleadings to that effect, and ahearing took place on November 1, 2013. Because Call Expert had been placed under judicialreceivership the day before the hearing took place, the Commercial Court of Paris ordered that thisprocedure be suspended until further notice. This means that the procedure could be re-initiatedupon judicial request from any party within a period of two years following the hearing.

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REGULATION

We operate in a highly regulated industry. Our operations are subject to various laws andregulations, including those regarding IATA accreditation and consumer protection aspects such asprice display, sales of packages, e-commerce and data protection. As we seek to continue toexpand our operations into new geographies, we will encounter legal, regulatory or taxrequirements with which we are currently not familiar. Likewise, such regulations can be amendedor interpreted in a manner that is unfavorable to us and our business. Compliance with suchrequirements, which could conflict between jurisdictions, would result in a greater regulatorycompliance burden for our businesses, and as a result could increase our costs of compliance, orcould otherwise be detrimental to our business. See also ‘‘Risk Factors—Risks Related to OurBusiness—Our businesses are highly regulated and a failure to comply with current laws, rules andregulations or changes to such laws, rules and regulations and other legal uncertainties, mayadversely affect our business, financial condition and results of operations’’, ‘‘Risk Factors—RisksRelated to Our Business—Our business and financial performance could be negatively impacted byadverse tax events’’ and ‘‘Risk Factors—Risks Related to Our Business—Our processing, storage,use and disclosure of personal data could give rise to liabilities as a result of governmental and/orindustry regulation, conflicting law requirements and differing views of personal privacy rights, andwe are exposed to risks associated with online commerce security’’.

IATA Regulation

The International Air Transport Association (‘‘IATA’’) is the global trade organization of the airtransport industry and it represents 240 airlines, covering 84% of total air traffic as of December 31,2013. IATA regulations are applicable to our flight booking business and apply at two levels:

• in order to act as intermediaries and sell tickets for and on behalf of the IATA airlinemembers, we need to receive IATA accreditation; and

• our flight booking operations are required to comply with the IATA Passenger Sales AgencyRules and the terms of the Passenger Sales Agency Agreement which each of ourIATA-accredited entities has entered into with IATA.

IATA accreditation is obtained as a result of an application process and the examination byIATA of the relevant applicant in order to determine whether it has the necessary qualifications(mainly, qualified staff) and financial standing to become and maintain status as an ‘‘accredited’’intermediary, among others.

Continued reporting obligations aim to assess the creditworthiness of the agent, its ability toregularly pay the air sales completed on credit and the communication of annual audited financialstatements. In the event of a change of control, and for the purpose of assessing the solvency ofthe new owners, prior notification is required of the changes affecting the IATA-accreditedintermediary (including changes affecting the legal status, name or location of the intermediary).Some changes, including the acquisition of an IATA-accredited intermediary by a person who is notan IATA-accredited intermediary or certain changes in the legal nature of the IATA-accreditedintermediary, may require the entering into of a new Passenger Sales Agency Agreement.IATA-accredited intermediaries may also be subject to reviews initiated by IATA administrators,namely if the IATA administrator in charge considers it likely that the IATA-accredited intermediaryno longer fulfills the requirements to qualify for accreditation or fails to meet certain financialrequirements.

In addition, when operating under the agent model, IATA may require us to post guarantees inorder to minimize credit risk on behalf of airlines. Parameters adopted by IATA to assessintermediaries’ creditworthiness may vary from one jurisdiction to another and based on its annualreview of the audited financial statements of our operating companies, IATA may modify theguarantee requirements applicable to us, which they require of us in certain jurisdictions. Therequirements regarding the agent’s creditworthiness, the eligibility requirements for being grantedunlimited credit from IATA without posting any financial guarantee and the frequency of settlement(remittance) are collectively known as the ‘‘Financial Criteria’’. The applicable Financial Criteria varyfrom country to country and are negotiated among representatives of the airlines and of the travelagents in the respective national Agency Programme Joint Council (the ‘‘APJC’’), which meets on ayearly basis. While the Financial Criteria have not changed for several years in certain countries,

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such as Germany and France, they have recently changed in certain other countries, such asPortugal, Italy and Spain. IATA reviews the adherence to the Financial Criteria by travel agents on ayearly or half-yearly basis, and to the extent the Financial Criteria are found not to be met, mayrequire an amendment of the guarantees posted or additional guarantees to be posted.

The following table sets forth the IATA guarantees provided by eDreams ODIGEO Groupcompanies in effect as of December 31, 2013.

Country Guaranteed company (in million g)

Germany Opodo Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.1Italy Opodo Italia Srl . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2Austria Opodo Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2Poland Travellink . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2Portugal eDreams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1Germany eDreams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8Italy eDreams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5United Kingdom eDreams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2

Total IATA Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.2

IATA also regulates the frequency on which settlement (remittance) is due by accreditedintermediaries. IATA regulations currently provide that frequency of payment may vary from onejurisdiction to another, but that payment shall occur at least once a month. To amend the frequencyof remittance in a given country, airlines and travel agents in the respective national APJC arerequired to negotiate and agree on a new frequency and to submit such agreement to thePassenger Agency Conference for approval.

European Union Regulations

Our operations are principally in Europe, where we have to comply with a number ofEuropean Union regulations and national implementing legislation that is applicable to ourbusiness. Compliance with such regulations, as implemented in the relevant jurisdictions, is criticalto our business. Certain of these regulations that we believe most directly apply to our business areset forth below. Other regulations, which may be similar to the ones described below, or may differ,apply to our operations outside the European Union.

Package Travel Directive

Our package travel sales operations are specifically governed by the EU Package TravelDirective 90/314/EEC on package travel, package holidays and package tours (the ‘‘Package TravelDirective’’). The scope of the Package Travel Directive is limited to the non-occasional sale ofpackage tours by an ‘‘organizer’’ (person who organizes packages and sells or offers them for sale,whether directly or through a retailer) or a ‘‘retailer’’ (person who sells or offers for sale packagesput together by an organizer) to a consumer, to the exclusion of individually organized tours or tothe delivery of single travel services, such as a scheduled flight or hotel accommodation.

For the purposes of the Package Travel Directive, ‘‘package’’ means a combination previouslyput together by an organizer or a combination of elements tailored by the travel agent at therequest of the consumer including not fewer than two of the following elements: transportation,accommodation or other tourist services not ancillary to transportation or accommodation but whichaccount for a significant part of the package. Additionally, in order to be covered under the‘‘package’’ definition, such combinations are required to be sold or offered for sale at an inclusiveprice and the services must cover a period of more than 24 hours or include overnightaccommodation. The EU member countries were allowed to implement a more extensive regime(which was for example done in Germany) and, accordingly, the implementation of the PackageTravel Directive may differ from one EU member country to another.

Insofar as we act as organizers or retailers, our activities are impacted by the Package TravelDirective and implementing national legislations, primarily with respect to (i) minimum standardsconcerning the information to be provided to consumers, (ii) formal requirements for package travelcontracts, including mandatory rules concerning cancellation, modification and the civil liability ofpackage tour organizers or retailers, and (iii) providing effective protection to consumers in the

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event of the package tour organizer’s insolvency, namely repayment of the price and repatriation ofconsumers. Under the Package Travel Directive, member states were allowed to choose betweenmandatory joint liability of the organizer and the retailer or to split liabilities in consideration oforganizers and retailer’s traditional roles and responsibilities; therefore, we may be subject todifferent standards of liability depending on the jurisdictions in which we operate. For instance, inour core markets, we are subject to mandatory joint liability in France and Spain, whereas liability issplit between organizers and retailers in the United Kingdom and Italy.

On July 9, 2013, the European Commission proposed a reform of the Package Travel Directive(the ‘‘Proposal’’) to bring it up to date with developments in the travel market, such as consumers’increased preference for Dynamic Packages, where they create their own customized travelarrangements with the assistance of different online or offline operators instead of opting forpre-arranged products. The objective of the Proposal is, among others, to extend the currentprotection for traditional pre-arranged packages to a new combination of travel services. If thosenew combinations of travel services feature the characteristics associated with packages, theconsumer is protected under the new rules. Depending on what kind of package is purchased, theproposed changes to the Package Travel Directive will offer (i) consumer improved protection rights,such as more predictable prices and increased cancellation rights and (ii) protection to buyers ofcustomized travel arrangements in the event of a packaged tour organizer’s insolvency. TheProposal is currently under consideration by the European parliament. The full impact of the currentwording in the Proposal is not clear, as some concepts that have been introduced are insufficientlydefined. Implementation of the Proposal could lead to increased bonding obligations and increasedcommitments towards our customers if suppliers of travel products default on their performanceobligations.

E-Commerce Directive

The online nature of our business requires us to comply with European Union regulations andimplementing national legislation governing electronic commerce, primarily relating to(i) pre-contractual information to be provided to consumers on our activities, (ii) the regulation ofcommercial communications we send to consumers, (iii) formal rules for entering into electroniccontracts such as post-contractual confirmation duties, (iv) the use of cookies on websites and(v) the liability of intermediary service providers. Specifically, our business is subject to the EUDirective 2000/31/EC on e-commerce (the ‘‘E-Commerce Directive’’), which establishes rules ontransparency and information requirements for online service providers, commercialcommunications, electronic contracts and limitations of liability of intermediary service providers.

Consumer Rights Directive

To the extent it addresses consumers of any European Union member state, our business issubject to European Union regulations and implementing national legislation relating to consumerrights. In particular, our business is subject to the EU Directive 2011/83/EU on consumer rights (the‘‘Consumer Rights Directive’’), notably to its provisions relating to so-called distance andoff-premises contracts. EU member countries are required to transpose the Consumer RightsDirective into national law by December 13, 2013 and its rules will govern contracts entered intoafter June 13, 2014. The Consumer Rights Directive, once implemented in the EU membercountries by June 13, 2014, will have an impact on the amount of credit card fees that can belevied. We have already been anticipating the new legislation and have already revised the amountof credit card fees that we levy, to be in accordance with the Consumer Rights Directive. Similarrestrictions on credit card fees will likely be incorporated in the new EU Directive on paymentservices 2013/0264 (COD) that is currently under revision.

EC Regulations Governing Airline Industry Services

Our business is affected by various EC regulations governing services in the airline industry.These regulations include:

EC Regulation No. 261/2004

EC Regulation No. 261/2004 establishes common rules on compensation and assistance topassengers in the event of denied boarding and of cancellation or long delay of flights (more than

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three hours may qualify). While this regulation is primarily addressed to airline carriers, asintermediaries or agents we are required to comply with the obligations set forth in the regulationon the airline carrier’s behalf. Failing to do so could result in the airline carrier having acompensation claim against us. A proposal for a revised regulation was published on March 13,2013 and has been submitted to the European Parliament. The implementation of such proposalcould lead to the expansion of the rights of passengers and, accordingly, this may affect ourinternal policies.

EC Regulation No. 1008/2008

EC Regulation No. 1008/2008 on common rules for the operation of air services governscertain price display information. While primarily addressed to airline carriers, this regulation alsorequires us to comply with the rules set forth therein. For European and certain non-Europeanairline carriers, it codifies the pricing freedom principle and sets forth certain information obligationsvis-a-vis customers.

Customer Privacy and Data Protection Regulations

We, like other companies subject to European Union regulations, are subject to increasingregulation relating to customer privacy and data protection. In general terms, applicable dataprotection regulations limit the uses of data that we collect about customers, including purposes forwhich the data may be used and the circumstances in which we may communicate with them ordisclose their personal data to third parties. In addition, we are generally obligated to adopt certainmeasures in accordance with applicable laws to protect customer data while it is in our possession.

Insurance Mediation Directive

The current EU Directive 2002/92/EC on insurance mediation regulates the selling practices ofall insurance products, but travel insurance is exempted. A European Commission proposal forrevision was published on July 3, 2012, and the draft proposal is now at the European Parliamentlevel. The European Commission proposal would extend the scope of the regulations to travelinsurance, but the proposal has been heavily criticized. If the proposal were to be implemented ascurrently proposed, it would increase our administrative burden.

Unfair Commercial Practices Directive

EU Directive 2005/29/EC on Unfair Commercial Practices (the ‘‘Unfair Commercial PracticesDirective’’) is a horizontal Directive, which applies to all business-to-consumer transactions. ThisDirective aims at facilitating cross-border trade by creating a single set of rules in the field of unfaircommercial practices. Firstly, the European Commission will seek to ensure full conformity ofnational laws with the Unfair Commercial Practices Directive by closely monitoring the correcttransposition and application of this Directive in all EU member countries. Secondly, it will enhanceenforcement and administrative cooperation between EU member countries. The EuropeanCommission will focus its efforts on five key sectors, which include travel and transport, digital andon-line markets, environmental claims, financial services and immovable properties. We will monitorthese developments closely.

National-Level Regulation

The laws of certain jurisdictions set forth additional license or other requirements for theoperation of our travel agency business. These requirements vary from one jurisdiction to anotherand compliance costs associated therewith can be significant. For instance, French law requires ourtravel agencies to be listed in a specific registry and Italian law provides for local permitrequirements. Furthermore, we are subject to French regulations requiring all travel products andservices retailers to take out a specific insurance policy covering any damages in connection withthe carrying out of our activities. We are also subject to the U.K. Civil Aviation (Air Travel Organizers’Licensing (‘‘ATOL’’)) Regulations (the ‘‘ATOL Regulations’’), administered by the U.K. Civil AviationAuthority that have introduced a protection scheme for holiday packages. According to the ATOLRegulations, most United Kingdom tour operators selling air travel are required to hold an ATOLlicense. Pursuant to an amendment to the ATOL Regulations made in 2012, the scope of the ATOLRegulations has been extended to ‘‘flight-plus’’ arrangements. This only applies to our sales byOpodo Limited.

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MANAGEMENT AND BOARD OF DIRECTORS

Board of Directors

General

Our Board of Directors (conseil d’administration) is responsible for the management,administration and representation of the Company in all matters concerning the business of theCompany, including but not limited to the review, establishment and oversight of our strategicobjectives, and supervises our operations, approves certain major transactions and oversees oursystems of internal controls and governance. Our Board of Directors is also entrusted withconvening Shareholders’ meetings and operates subject to the provisions of our Articles ofIncorporation, Rules of Procedure of the Board of Directors and the powers granted byShareholders’ resolutions.

Board size and composition

Our Articles of Incorporation provide for a Board of Directors consisting of a minimum of fivedirectors (administrateurs) and a maximum of fifteen directors (each a ‘‘Director’’ and together the‘‘Directors’’). In accordance with a resolution adopted by our general Shareholders’ meeting onMarch 18, 2014, our Board of Directors currently comprises six Directors and will comprise nineDirectors immediately following the earlier of Admission to Trading and the Settlement when theappointments of our three independent Directors become effective.

Any natural or legal person may serve on our Board of Directors, except for personsspecifically prohibited by applicable law. A legal entity may be a Director (a ‘‘Corporate Director’’),in which case it must designate a permanent representative to perform that role in its name and forits account. The revocation by a Corporate Director of its representative is conditional upon thesimultaneous appointment of a successor.

Pursuant to the Shareholders’ Agreement, which was signed on April 3, 2014, Luxgoal 3, theArdian Funds and Javier Perez-Tenessa de Block agreed to vote in favor of any Shareholderresolutions required to ensure that the composition of the Board of Directors on the earlier ofAdmission to Trading and Settlement will be as set out in ‘‘—Directors—Board of Directorsimmediately following the earlier of Admission to Trading and Settlement’’.

Immediately following the earlier of Admission to Trading and Settlement, our Articles ofIncorporation will provide that so long as Luxgoal 3 or the Ardian Funds, in each case, togetherwith their respective affiliates (each group, a ‘‘Principal Shareholder Group’’), directly or indirectlyhold 17.5% or more of the issued and outstanding Shares of the Company, two Directors shall beelected by the Shareholders from among candidates put forward by each such PrincipalShareholder Group. If a Principal Shareholder Group’s direct or indirect percentage ownership ofthe issued and outstanding Shares of the Company is less than 17.5% but equal to or greater than7.5%, one Director shall be elected by the Shareholders from among candidates put forward bysuch Principal Shareholder Group. If a Principal Shareholder Group’s direct or indirect percentageownership of the issued and outstanding Shares is below 17.5%, such Principal Shareholder Groupwill ensure that one of the two Directors who were nominated by such Principal Shareholder Groupwill resign with immediate effect, provided that such resignation requirement in respect of the ArdianFunds will apply only following the offering and as a result of the disposal of any Shares other thanin the offering (including the over-allotment option Shares). If a Principal Shareholder Group’s director indirect percentage ownership of the issued and outstanding ordinary shares is below 7.5%,such Principal Shareholder Group will ensure that the remaining Director that was nominated bysuch Principal Shareholder Group will resign with the resignation becoming effective upon theappointment by our Board of Directors of the replacement independent Director in accordance withour Articles of Incorporation. The process for the Board of Directors to appoint a new independentDirector as set out below under ‘‘—Term, appointment and removal of directors’’ will begin uponthe crossing of such threshold and be completed as soon as possible thereafter.

Term, appointment and removal of Directors

Our Directors are elected by our Shareholders to serve for a term of three years and may bere-elected to serve for an unlimited number of terms, except for independent Directors, who mayonly serve in such capacity for a maximum aggregate period of twelve years. If a Director does notserve out his or her term, the Board of Directors may fill the vacancy by appointing a replacement

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Director to serve until the next general Shareholders’ meeting. A Director may resign or be removedfrom office by the Shareholders at a general Shareholders’ meeting. A Director may be removedfrom office ad nutum, with or without cause, by the Shareholders at a general Shareholders’meeting by vote of a majority of the votes cast, irrespective of the number of Shares represented atthe meeting.

Our Articles of Incorporation will provide that if there is a vacancy in the Board of Directorsthat requires the appointment of an independent Director due to a resignation of a Directornominated by Luxgoal 3 or the Ardian Funds or otherwise, the Chairman of our Board of Directorsmay propose candidates to fill such vacancy and such proposal will be considered by theRemuneration and Nomination Committee, who may also independently search for and proposeother candidates in addition to those proposed by the Chairman of our Board of Directors. TheRemuneration and Nomination Committee will report to the Board of Directors on the candidates forindependent Director and based on such report, our Board of Directors will appoint such areplacement Director who is an independent Director. Such Director will be subject to confirmationby the general Shareholders’ meeting at the next scheduled Shareholders’ meeting forreappointment.

Chairman and Vice Chairman

In accordance with a resolution passed by our Board of Directors on March 18, 2014, JavierPerez-Tenessa de Block was elected the Chairman of our Board of Directors. Immediately followingthe earlier of Admission to Trading and the Settlement, our Board of Directors (including the newlyappointed independent Directors) will meet to consider reconfirming the appointment of JavierPerez-Tenessa de Block as Chairman and will consider the election of Robert Gray, an independentDirector, as Vice Chairman in accordance with our Articles of Incorporation and Rules of Procedureof the Board of Directors. The Vice Chairman will be responsible for coordinating and discussingthe views of our non-executive Directors.

Our Articles of Incorporation and Rules of Procedure of the Board of Directors will provide thatthe Board will elect a Secretary of the Board of Directors who need not be a Director as soon aspracticable following the earlier of Admission to Trading and the Settlement. The Secretary will betasked with ensuring that the actions of the Board of Directors comply with our Articles ofIncorporation, the Rules of Procedure of the Board of Directors and the Regulations for the generalShareholders’ meetings.

Board meetings

Pursuant to the Shareholders’ Agreement, Luxgoal 3, the Ardian Funds and Javier Perez-Tenessa de Block agreed to cause their respective Directors to reconfirm or appoint Javier Perez-Tenessa de Block and Robert Gray as Chairman and Vice Chairman of the Board of Directors,respectively.

Our Board of Directors will convene at least six times per year, with one of such meetingsbeing held within six months of the end of our financial year. Our Articles of Incorporation willprovide that half of the members of the Board of Directors (represented in person or by proxy byanother member of the Board of Directors) constitutes a quorum. Except as otherwise provided bylaw or specified in our Articles of Incorporation, resolutions of the Board of Directors will beadopted by a simple majority of the Directors present or represented at a Board meeting.

Our Rules of Procedure of the Board of Directors will provide that the Chairman is responsiblefor calling a meeting of the Board of Directors whenever he or she considers such a meetingnecessary or suitable. The rules will also provide that the Vice Chairman may call a meeting of theBoard of Directors and include matters in the agenda of any meeting. In addition, so long as theArdian Funds or the Permira Funds directly or indirectly hold 7.5% or more of the issued andoutstanding Shares of the Company, the Directors nominated by the Ardian Funds or the PermiraFunds, as applicable, may call a meeting of the Board of Directors and include matters in theagenda of any meeting.

Our Directors may participate by way of video conference or by way of telecommunicationmeans permitting their identification, except for any meeting of the Board of Directors relating to theconvening of the General Shareholders Meeting, the approval of the annual accounts or theapproval of the annual budget, in which case our Directors must attend the meeting in person.

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Delegation of powers of the Board of Directors

In accordance with Luxembourg law, the day-to-day management of the business of theCompany and the power to represent the Company with respect thereto may be delegated to oneor more Directors, officers, managers or other agents as an administrateur delegue (if suchdelegation is made to a Director) or as a delegue a la gestion journaliere (‘‘daily manager’’), actingalone or jointly. The appointment and removal, powers, duties and remuneration of such delegateswill be determined by our Board of Directors.

The principal delegate of the Board of Directors will be our Chief Executive Officer who will beour administrateur delegue. In the Shareholders’ Agreement, the parties have agreed to vote infavor of delegating certain powers of the Board of Directors relating, inter alia, to certain intra-groupmatters, certain acquisition, disposal, partnership, joint venture, financing and other activities, andemployment and renumeration matters to our Chief Executive Officer, which powers will becomeeffective upon the earlier of Admission to Trading and the Settlement. The Board of Directors willhave the right to rescind or amend the powers delegated to our Chief Executive Officer.

Directors

Current Board of Directors

As of the date of this offering memorandum, our Board of Directors is comprised of sixDirectors who were appointed at our general Shareholders’ meeting on March 18, 2014. Thefollowing table sets forth the name, date of first appointment, age, title, date of expiration ofappointment and affiliation of each member of our Board of Directors as of the date of this offeringmemorandum:

Date of first Date of expirationName appointment Age Title of appointment Affiliation

Javier Perez-Tenessa deBlock . . . . . . . . . . . . March 18, 2014 46 Chairman July 19, 2017 Executive

Mauricio Prieto . . . . . . . March 18, 2014 46 Director July 19, 2017 ExecutivePhilippe Poletti . . . . . . . March 18, 2014 48 Director July 19, 2017 Ardian FundsLise Fauconnier . . . . . . March 18, 2014 48 Director July 19, 2017 Ardian FundsBenoit Vauchy . . . . . . . March 18, 2014 38 Director July 19, 2017 Permira FundsCarlos Mallo . . . . . . . . . March 18, 2014 46 Director July 19, 2017 Permira Funds

The official address of each of the Directors is the registered office of the Company.

Board of Directors immediately following the earlier of Admission to Trading andSettlement

Immediately following the earlier of Admission to Trading and the Settlement, the appointmentof our three independent Directors at our general Shareholders’ meeting on March 18, 2014 willbecome effective and our Board of Directors will comprise nine Directors. The following table setsforth the name, date of first appointment, age, title date of expiration of appointment and affiliationof each member of our Board of Directors at such time:

Date of first Date of expirationName appointment Age Title of appointment Affiliation

Javier Perez-Tenessa deBlock . . . . . . . . . . . . . March 18, 2014 46 Chairman July 19, 2017 Executive

Robert A. Gray . . . . . . . . March 18, 2014 57 Vice Chairman July 19, 2017 IndependentMauricio Prieto . . . . . . . . March 18, 2014 46 Director July 19, 2017 ExecutivePhilippe Poletti . . . . . . . . March 18, 2014 48 Director July 19, 2017 Ardian FundsLise Fauconnier . . . . . . . March 18, 2014 48 Director July 19, 2017 Ardian FundsBenoit Vauchy . . . . . . . . . March 18, 2014 38 Director July 19, 2017 Permira FundsCarlos Mallo . . . . . . . . . . March 18, 2014 46 Director July 19, 2017 Permira FundsJames Hare . . . . . . . . . . March 18, 2014 45 Director July 19, 2017 IndependentPhilip C. Wolf . . . . . . . . . March 18, 2014 57 Director July 19, 2017 Independent

Our three independent Directors will qualify as independent directors pursuant to SpanishOrder ECC/461/2013, dated March 20, 2013. Our independent Directors, Robert A. Gray, James

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Hare and Philip C. Wolf, are experienced professionals who are neither employees nor shareholdersof the Company (other than James Hare who will own approximately 0.25% of our share capitalafter the Shareholder Reorganization).

The official address of each of the Directors will be the registered office of the Company.

Biographical Information

Biographical information for each of the current and future members of our Board of Directorsis presented below:

Javier Perez-Tenessa de Block. Mr. Perez-Tenessa de Block is the Chief Executive Officer ofeDreams ODIGEO and the Chairman of our Board of Directors. Prior to founding eDreams ODIGEO,Mr. Perez-Tenessa de Block held various positions in companies such as the European AeronauticDefence and Space Company N.V. (EADS), McKinsey & Company and Netscape CommunicationsCorporation. Mr. Perez-Tenessa de Block has served as a member of the board of directors of theeDreams ODIGEO Group and Vueling Airlines S.A. He currently also acts as a board member ofReallyLateBooking. Mr. Perez-Tenessa de Block received his aerospace engineering degree fromUniversidad Politecnica de Madrid. He also received his MBA from Stanford University.

Robert A. Gray. Mr. Gray has been the Chief Financial Officer and an Executive Director ofUBM plc since September 2009. He was previously Chief Financial Officer of Codere S.A. in Spainfrom February 2004. He began his career at J.P. Morgan & Co., where he worked in a number ofsenior investment banking roles, including in the former Soviet Union and in Latin America. From1999 to 2004, he worked at Deutsche Bank as Managing Director, Latin American InvestmentBanking. Mr. Gray has extensive experience in mergers and acquisitions, capital-raising across abroad range of markets, industries and geographies, building businesses in international markets,notably in emerging markets in Latin America and Asia, and in transforming corporate financialfunctions to support growth and access to capital markets. An American citizen, Mr. Gray received aBA from Dartmouth College and an MBA from Harvard Business School.

Mauricio Prieto. Mr. Prieto is the Chief Marketing Officer of eDreams ODIGEO and a memberof our Board of Directors. Prior to joining eDreams ODIGEO in 1999, Mr. Prieto occupied thepositions of head of business development at Charles Schwab and consultant at Booz AllenHamilton. Mr. Prieto received his Bachelor’s degree from Princeton University. He also received hisMBA from the University of California at Berkeley.

Philippe Poletti. Mr. Poletti joined Ardian in 1999 and is currently the Senior ManagingDirector at Ardian in charge of the Mid Market Enterprise Capital funds for France, Germany andItaly. He has worked as the leading Managing Director on a number of projects, including Icare,Spotless, Photonis, Vulcanic, Titanite, Lariviere, Cornhill France, Novacap and Anios. Prior to joiningArdian, he was the Head of Mergers, Acquisitions and Divestments at DMC, a textile group,between 1997 and 1999. Prior to his role at DMC, he was with the Desnoyers Group (a copper tubemanufacturer) in a number of roles and was a consultant at Solving International in Paris and Milan.

Lise Fauconnier. Ms. Fauconnier joined Ardian in 1998. Before joining Ardian, Lise worked asan Investment Manager at Euris. As a Managing Director at Ardian, she notably led investments inNewrest, Odigeo and Camaieu. She is also a board member of Linedata, a company listed onEuronext. Ms. Fauconnier began her career at Clinvest as a project manager in the mergers,acquisitions and restructuring department.

Benoit Vauchy. Mr. Vauchy joined the Group in 2011 as Non-Executive Director of OpodoLimited and also previously served as the Chairman of the Group’s Audit Committee. He is currentlya Partner and the Head of the Paris Office at Permira. Whilst at Permira he served on the board andwas the Chairman of the Audit Committee at NDS Group Ltd., an investee company of the PermiraFunds. Prior to joining Permira in 2006, he spent most of his career in leveraged finance includingat J.P. Morgan in London.

Carlos Mallo. Mr. Mallo joined the Group in 2011 as a non-executive Director of OpodoLimited. He is currently a member of the Permira Board of Directors, serving on Permira’s Executiveand Investment Committee and is the Head of the Madrid Office. In addition to eDreams ODIGEO,he also holds serves on the boards of other Permira investments, including Telepizza and Cortefiel.

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Prior to joining Permira in 2003, he worked for 3i Group in the United Kingdom and Spain, wherehe was the head of the Barcelona Office in his latter role.

James Hare. Mr. Hare is an internet entrepreneur and angel investor, and is currentlymentoring and managing multiple start-ups in Europe and Asia. Mr. Hare was the co-founder andPresident of eDreams. He formerly held management roles in international marketing and corporatedevelopment for Electronics For Imaging and Netscape. In addition, he has founded a softwarecompany in Kiev, produced software titles for Ubi Soft, and was a planner for the Davos WorldEconomic Forum.

Philip C. Wolf. Mr. Wolf is the retired chairman of PhoCusWright Inc., an independent travel,tourism and hospitality research firm he founded in 1994. He served as president and chiefexecutive officer until its acquisition by Northstar Travel Media LLC in June 2011. Prior to foundingPhoCusWright, Mr. Wolf was president and chief executive officer of a venture-funded softwaredeveloper and travel booking engine pioneer, which held two patents for its pricing algorithms.Mr. Wolf was formerly an adjunct professor at NYU’s Preston Robert Tisch Center for Hospitality,Tourism and Sports Management and a lecturer at the Cornell University School of HotelAdministration. In addition to eDreams ODIGEO, Mr. Wolf also serves as board director for anumber of other companies including NASDAQ-listed MakeMyTrip, Hopper, QuickMobile, BookingMarkets, TrustYou and Travel.ru. Mr. Wolf has a Bachelor of Arts degree in public policy studiesfrom Duke University in the United States and an MBA degree from the Owen Graduate School ofManagement, Vanderbilt University in the United States.

Board Committees

Immediately following the earlier of Admission to Trading and Settlement and in accordancewith our Articles of Incorporation, Spanish legal obligations and, to the extent we deem applicable,the recommendations of the Spanish Unified Corporate Governance Code (Codigo Unificado deBuen Gobierno Corporativo), our Board of Directors will establish an Audit Committee andRemuneration and Nomination Committee, and will delegate a number of important responsibilitiesof the Board of Directors to such committees, subject to matters reserved for the Board ofDirectors.

The following is an overview of the committees of our Board of Directors that will be formedimmediately after the earlier of Admission to Trading and the Settlement. Following their formation,the committees will conform with both our Articles of Incorporation and our Rules of Procedure ofthe Board of Directors.

Audit Committee

The Audit Committee will consist of at least three Directors, including one independentDirector and to the extent possible the other members being non-executive Directors. The Chairmanof the Audit Committee must be an independent Director. The members of the Audit Committee,and in particular the Chairman, will be elected by our Board of Directors taking into considerationtheir knowledge and experience in accounting, auditing and risk management standards. Themembers of the Audit Committee will be elected for a term of three years, subject to renewal.

Immediately following the earlier of Admission to Trading and the Settlement, the AuditCommittee will consist of Robert Gray (Chairman of the committee and independent Director), PhilipWolf (independent Director) and Benoit Vauchy (Director nominated by the Permira Funds). OurArticles of Incorporation and Rules of Procedure of the Board of Directors will provide that so longas the Ardian Funds or the Permira Funds directly or indirectly hold 7.5% or more of the issued andoutstanding Shares of the Company, a nominated Director of either the Ardian Funds or the PermiraFunds will be a member of the Audit Committee.

The Audit Committee’s role will include, among other things:

• to manage and report the main risks identified as a consequence of the monitoring of theefficiency of the Company’s internal control and internal auditor, if applicable;

• to ensure the independence and efficacy of the internal audit function;

• to propose the selection, appointment, reappointment, and removal of the head of theinternal audit service;

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• to propose the internal audit budget and receive regular reports on its activities;

• to verify that senior management takes into account the findings and recommendations ofits reports;

• to establish and supervise a mechanism whereby staff can report, confidentially and, ifappropriate, anonymously, potentially significant irregularities within the Company that theydetect, in particular financial or accounting irregularities;

• to receive regular information from the external auditor on the audit plan and the results ofthe implementation thereof and to check that senior management takes itsrecommendations into account;

• to monitor the independence of the external auditor, to which end (i) the Company mustreport a change of auditor to the CNMV as a significant event, accompanied by a statementof any disagreements with the outgoing auditor and the reasons for the same, (ii) the AuditCommittee must ensure that the Company and the auditor adhere to current regulations onthe provision of non-audit services, the limits on the concentration of the auditor’s businessand, in general, all other regulations established to safeguard the independence of theauditors and (iii) in the event of resignation of the external auditor, the Audit Committeeinvestigates the circumstances that may have given rise thereto; and

• to report to the Board of Directors, prior to the adoption thereby of the relevant resolutions,on the following matters: (i) the financial information that the Company must periodicallymake public due to its status as a listed company; (ii) the creation or acquisition of interestsin special-purpose entities or entities registered in countries or territories regarded as taxhavens, and any other transactions or operations of a comparable nature whose complexitymight impair the transparency of the eDreams ODIGEO Group; and (iii) related-partytransactions.

The Audit Committee will review periodic financial information to be furnished to the securitiesregulatory authorities and the information to be approved by our Board of Directors and included inour annual report and any other financial reports.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee will consist of at least three Directors, each ofwhich must be a non-executive Director and the majority of which must be independent Directors.The members of the Remuneration and Nomination Committee will be elected by our Board ofDirectors and such elected members will elect one of the independent Directors that is a memberto serve as Chairman of the committee. The members of the Remuneration and NominationCommittee will be elected for a term of three years, subject to renewal.

Immediately following the earlier of Admission to Trading and the Settlement, theRemuneration and Nomination Committee will consist of Philip C. Wolf (Chairman and independentDirector), James Hare (independent Director) and Lise Fauconnier (Director nominated by theArdian Funds). Our Articles of Incorporation and Rules of Procedure of the Board of Directors willprovide that so long as the Ardian Funds or the Permira Funds directly or indirectly hold 7.5% ormore of the issued and outstanding Shares of the Company, a nominated Director of either theArdian Funds or the Permira Funds will be a member of the Remuneration and NominationCommittee.

The Remuneration and Nomination Committee’s role will include, among other things:

• to assess the qualifications, background knowledge and experience necessary to sit on theBoard of Directors, defining, accordingly, the duties and qualifications required of thecandidates to fill each vacancy, and to decide the time and dedication necessary for them toproperly perform their duties. The Chairman may request the Remuneration and NominationCommittee to consider possible candidates to fill vacancies for the position of Director,provided that the Remuneration and Nomination Committee may independently search forand consider alternative candidates for such position in addition to those candidatesproposed by the Chairman;

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• to examine or organize, in the manner it deems appropriate, the succession of the Chairmanand the Chief Executive Officer and, if appropriate, to make proposals to the Board ofDirectors for such succession to take place in an orderly and well-planned manner; and

• to propose to the Board of Directors: (i) the remuneration policy for Directors and seniormanagement, (ii) the individual remuneration of the Chief Executive Officer and our Directorsand other terms of their contracts and (iii) the basic terms and conditions of the contractswith senior management on a group basis.

The Chairman of the Remuneration and Nomination Committee will call a meeting of thecommittee whenever the Board of Directors or its Chairman requests the preparation of a report orthe adoption of a proposal or whenever the Chairman of our Board of Directors or the committeechairman, or any two committee members request such a meeting and, in any event, thecommittee shall meet as often as necessary for the proper discharge of its functions.

Senior Management

We are managed on a day-to-day basis by our senior management, which includes our ChiefExecutive Officer, our President and Chief Operating Officer, our Chief Financial Officer, ourChief Marketing Officer, our Chief Technology Officer (collectively, the ‘‘Senior ManagementLeadership Team), our Chief Supplier Relations Officer, our Chief People Officer, certain seniorGroup directors and our various Country Directors (collectively, and with the Senior ManagementLeadership Team, the ‘‘Senior Management’’). We regard our Senior Management as comprisingthose persons having the authority and responsibility for planning, directing and controlling theactivities of the eDreams ODIGEO Group companies, directly or indirectly.

The following table sets forth the name, age and title of each member of our SeniorManagement both as of the date of this offering memorandum and immediately following the earlierof Admission to Trading and the Settlement:

Name Age Title

Senior Management Leadership Team:Javier Perez-Tenessa de Block(1) . . . . . . . . . . 46 Chief Executive OfficerDana Philip Dunne . . . . . . . . . . . . . . . . . . . 50 President and Chief Operating OfficerDavid Elızaga . . . . . . . . . . . . . . . . . . . . . . . 40 Chief Financial OfficerMauricio Prieto(1) . . . . . . . . . . . . . . . . . . . . . 46 Chief Marketing OfficerPhilipe Vimard . . . . . . . . . . . . . . . . . . . . . . 39 Chief Technology Officer

Other Senior Management:Andreas Schrader . . . . . . . . . . . . . . . . . . . . 43 Group Senior Director of International, Mobile

and New VenturesJerome Laurent . . . . . . . . . . . . . . . . . . . . . . 38 Group Senior Director of Traffic Acquisition

and Customer Relationship ManagementJuan Uribe . . . . . . . . . . . . . . . . . . . . . . . . . 38 Group Senior Director of Hotels, Dynamic

Packages and CarsJavier Bellido . . . . . . . . . . . . . . . . . . . . . . . 52 Chief Supplier Relations Officer and Country

Director of SpainGerrit Goedkoop . . . . . . . . . . . . . . . . . . . . . 45 Chief Customer Services OfficerBlandine Kouyate . . . . . . . . . . . . . . . . . . . . 42 Chief People OfficerMario Gavira . . . . . . . . . . . . . . . . . . . . . . . . 41 Country Director of FranceAngelo Ghigliano . . . . . . . . . . . . . . . . . . . . 47 Country Director of ItalyStephanie Uhlig . . . . . . . . . . . . . . . . . . . . . 43 Country Director of the United KingdomAndreas Adrian . . . . . . . . . . . . . . . . . . . . . . 32 Country Director of GermanyPeter Carlsson . . . . . . . . . . . . . . . . . . . . . . 57 Country Director of the Nordics

(1) Executive Director.

The official address of each of the members of our Senior Management is the registered officeof the Company.

In addition, we are currently in the process of selecting and approving a Chief Legal Officer,which position is currently vacant.

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Biographical Information

Biographical information for each of the members of our Senior Management both as of thedate of this offering memorandum and immediately following the earlier of Admission to Tradingand the Settlement is presented below:

Javier Perez-Tenessa de Block is the Chief Executive Officer of eDreams ODIGEO. For hisbiographical information, see ‘‘—Board of Directors—Directors—Biographical Information’’.

Dana Philip Dunne is the President and Group Chief Operating Officer of eDreams ODIGEO.Prior to joining eDreams ODIGEO, Mr. Dunne was Chief Commercial Officer of EasyJet plc, andbefore that he occupied various positions at AOL, Town and City Holdings PLC, WebTVEurope PLC, Belgacom Group, US West, Inc, and McKinsey & Company. Mr. Dunne received aBachelor’s Degree in Economics from Wesleyan University and a Master’s Degree in BusinessAdministration from The Wharton School.

David Elızaga is the Chief Financial Officer of eDreams ODIGEO. Prior to joining eDreamsODIGEO, Mr. Elızaga was Chief Financial Officer of Codere SA, and before that he occupied variouspositions at Codere S.A., Monitor Group and Lehman Brothers. Mr. Elızaga holds degrees inBusiness and Law from Universidad Pontificia de Comillas—ICADE.

Mauricio Prieto is the Chief Marketing Officer of eDreams ODIGEO. For his biographicalinformation, see ‘‘—Board of Directors—Directors—Biographical Information’’.

Philipe Vimard is the Chief Technology Officer of eDreams ODIGEO. Prior to joining eDreamsODIGEO, Mr. Vimard exercised engineering management positions at Expedia Group, includingsenior director of lodging and senior director of cars, cruises, destination services and trains. Hewas also previously the Chief Technology Officer of Venere.com. Mr. Vimard holds a Bachelor’sdegree in Engineering from CDI College University of Montreal.

Andreas Schrader is the Group Senior Director of International, Mobile and New Ventures.Prior to joining eDreams ODIGEO, he was Managing Director of eCommerce International ofThomas Cook Group plc. Dr. Schrader earned a Doctor of Economy at St. Gallen University,graduated in Business Administration from Tubingen University and holds an undergraduatediploma in Computer Science from Passau University. Dr. Schrader currently also acts as a boardmember of ReallyLateBooking.

Jerome Laurent is the Group Senior Director of Traffic Acquisition and Customer RelationshipManagement of eDreams ODIGEO. Prior to joining eDreams ODIGEO in 2008, Mr. Laurent heldvarious strategic roles in different pure-players, start-ups and media agencies, including as Head ofTravel and Indirect Sales at Kelkoo France, General Manager of Advisemedia (Nextedia group) andVice President of Sales and Marketing at Liligo.com, where he was also an Advisory Board Member.Mr. Laurent received a Masters in Management from the Clermont-Ferrand Business School. Healso received his MBA from the University of Kansas.

Juan Uribe is the Group Senior Director of Hotels, Dynamic Packages and Cars for eDreamsODIGEO. Prior to joining eDreams ODIGEO, Mr. Uribe was responsible for Merchandising andMarket Strategy for Hotels.com and before that he was a consultant in Boston Consulting Group inthe U.S. and McKinsey & Company in Mexico. Mr. Uribe has a Bachelor’s Degree in IndustrialEngineering from the ITESM in Mexico and a Master’s Degree in Business Administration from theTuck School of Business at Dartmouth College.

Javier Bellido is the Chief Supplier Relations Officer and Country Director of Spain. Prior tojoining eDreams ODIGEO, Mr. Bellido founded and acted as a board member of TraveliderTouroperator and held several positions during 11 years at IBM, including product manager, salesmanager, and industry consultant for banking, and travel and transport industries. Mr. Bellido holdsa Master’s Degree in Physical Sciences from Universidad Autonoma de Madrid and received hisMBA from the Open University (United Kingdom).

Gerrit Goedkoop is the Chief Customer Services Officer of eDreams ODIGEO. Prior to joiningeDreams ODIGEO, Mr. Goedkoop held positions with Liberty Global for 13 years in variouscustomer operations and service delivery functions of which the last 6 years as VP Customer Carefor their European operations. Prior to joining Liberty Global, Mr. Goedkoop spent three years withCTG providing consultancy services to large companies to optimize their customer contact

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strategies and management. Mr. Goedkoop received a Bachelor’s Degree in InternationalManagement from The Hague University.

Blandine Kouyate is the Chief People Officer. Prior to joining eDreams ODIGEO, Mrs. Kouyatehad many years of experience as Group Human Resources Director at Betclic Everest Group andHead of HR EMEA at Yahoo!. She holds a degree in Economics from La Sorbonne University,France and a Master 2 degree in Communication with HR specialization from CELSA, France.

Mario Gavira is the Country Director of France. Prior to joining eDreams ODIGEO, Mr. Gaviraoccupied various positions at Viajes El Corte Ingles. Mr. Gavira received his Master in EuropeanTourism Management as a double diploma from the University of Bournemouth andFachhochschule Heilbronn.

Angelo Ghigliano is the Country Director of Italy. Prior to joining eDreams ODIGEO,Mr. Ghigliano occupied various positions at Allianz and served as sales director at FrancorossoIncentive Milan (Alpi Tour Group). Mr. Ghigliano received his Bachelor’s degree in BusinessAdministration from Universita commerciale Luigi Bocconi.

Stephanie Uhlig is the Country Director of the United Kingdom. Prior to joining eDreamsODIGEO, Ms. Uhlig held director positions with Carlson Wagonlit Travel and Expedia, having spentmany years in the airline industry based in both Canada and Switzerland, before moving to theUnited Kingdom. Ms. Uhlig holds a Masters of Business Administration and is a CertifiedManagement Accountant.

Andreas Adrian is the Country Director of Germany. He joined eDreams ODIGEO in 2012 asPricing Manager and subsequently took over the role of Head of Product Management in Germany.He had previously worked at KPMG and holds an MPhil in Economics from the University ofCambridge.

Peter Carlsson is the Country Director of the Nordics. Prior to joining eDreams ODIGEO,Mr. Carlsson worked for 20 years in the travel industry in positions with SAS and AmadeusScandinavia as vice-president of the product division. Mr. Carlsson received his MSc in Electronicsfrom the Royal Institute of Technology in Stockholm.

Code of Internal Conduct

On March 18, 2014, our Board of Directors adopted the Internal Regulations for Conduct inthe Securities Markets (Reglamento Interno de Conducta en los Mercados de Valores) (the ‘‘InternalCode of Conduct’’), which will become effective upon earlier of the Admission to Trading and theSettlement. The Internal Code of Conduct regulates, among other things, our Directors’ andmanagement’s conduct with regard to the treatment, use and disclosure of our material information.The Internal Code of Conduct applies to, among other persons, all of our Directors, seniormanagement and employees who have access to material non-public information, as well as to ourexternal advisors that have access to such material non-public information.

The Internal Code of Conduct, among other things:

• establishes the restrictions on, and conditions for, the purchase or sale of our securities,including our Shares, or our other financial instruments by persons subject to the InternalCode of Conduct and by others who possess material non-public information;

• provides that persons subject to the Internal Code of Conduct must not engage in marketmanipulation with respect to our securities, including our Shares, or our other financialinstruments;

• provides that the Company must not engage in open market purchases with a view tomanipulating the market price of our securities, including our Shares, or our other financialinstruments, or to favoring any particular Shareholder(s); and

• provides that persons with a conflict of interest must act in good faith and with loyaltytoward the Company and our shareholders and without regard to such person’s individualinterests.

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Corporate Governance

As a Luxembourg public limited liability company (societe anonyme) whose Shares are to beadmitted to trading on a regulated market within the meaning of article 4 (1) point 14 ofDirective 2004/39/EC in Spain, the Company is not required to adhere to the Ten Principles ofCorporate Governance of the Luxembourg Stock Exchange, which is the Luxembourg corporategovernance regime recommended for companies that are listed in Luxembourg.

As a listed company on the Spanish Stock Exchanges, we will be subject to therecommendations of the Spanish Unified Corporate Governance Code (Codigo Unificado de BuenGobierno Corporativo), which we believe that we will substantially comply with. Within the ‘‘complyor explain’’ regime of the Spanish Unified Corporate Governance Code, our corporate internalregulations will vary from the recommendations set forth in the Spanish code in the followingrespects, without prejudice to such recommendations that refer to practical matters and compliancetherewith that can be verified only by observing the Company’s practices once our Shares are listedon the Spanish Stock Exchanges:

• No Executive Committee will be appointed as a separate committee of the Board ofDirectors. Consequently, recommendations regarding the Executive Committee are notapplicable. However, the Board of Directors will appoint the Chief Executive Officer asadminstrateur delegue and will delegate to such officer the powers described in ‘‘—Board ofDirectors—Delegation of powers of the Board of Directors’’.

• The appointment and termination of members of our senior management, as well as theirseverance packages, are not matters reserved for approval by our Board of Directors asstipulated by Recommendation 8(b) of the Unified Corporate Governance Code.

• In relation to Recommendation 14 of the Unified Corporate Governance Code, as of thedate of this offering memorandum, five of our current Directors are male. However, at notime have we restricted or prevented the appointment of a Director on the grounds ofgender. In relation to future appointments, we will ensure that there are no obstacles to theelection of a female Director who satisfies the required profile.

• We will not comply fully with recommendation 22 of the Unified Corporate GovernanceCode, regarding Directors’ right to request additional information on matters within theBoard’s purview, as such right will be qualified by materiality. In general terms, any matterinvolving an amount equal to less than e1 million (quantum subject to periodic review) willnot be a matter for which Directors can request additional information.

• In relation to the limitations on variable remuneration, we do not comply withrecommendation 36 of the Unified Corporate Governance Code, as no limits on variableremuneration are contemplated.

• The Audit Committee does not currently have a mechanism in place by which they maycause any employee or officer to appear before it, as envisaged by recommendation 46 ofthe Unified Corporate Governance Code.

• The individual remuneration and other terms of executive directors are not matters in whichthe Remuneration and Nomination Committee are to make a proposal as envisaged inrecommendation 52 of the Unified Corporate Governance Code.

Conflicts of Interests within the Board of Directors and Senior Management

As mentioned above, Philippe Poletti and Lise Fauconnier are Senior Managing Director andManaging Director, respectively, of Ardian, and Benoit Vauchy and Carlos Mallo are Partners andare respectively heads of Permira’s Paris and Madrid offices. Following the Settlement of theoffering, Luxgoal 3 (which is wholly-owned by certain funds managed or advised by PermiraAsesores S.L.) and the Ardian Funds will hold Shares in the Company in the amounts andproportions as set out in ‘‘Principal and Selling Shareholders’’.

In addition, Javier Perez-Tenessa de Block, our Chairman and Chief Executive Officer, andDr. Andreas Schrader, our Group Senior Director of International, Mobile and New Ventures, act asOpodo’s nominated members on ReallyLateBooking’s board of directors. Opodo currently owns25% of the share capital of ReallyLateBooking.

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Except as otherwise disclosed, we believe there are no other conflicts of interests, actual orpotential, among the members of our Board of Directors or Senior Management and none of themembers of our Board of Directors or Senior Management is engaged in any self-dealing orappropriating to themselves any business that could be considered as part of our operations.

Corporate Conflicts of Interests Procedures

Article 57 of the 1915 Law provides that ‘‘Any director having an interest in a transactionsubmitted for approval to the board of directors conflicting with that of the company, shall beobliged to advise the board thereof and to cause a record of his statement to be included in theminutes of the meeting. He may not take part in these deliberations.’’ This, however, does not applywhen the decision of the Board of Directors relates to current operations entered into under normalconditions.

Article 6 of our Rules of Procedure of the Board of Directors will require each of our Directorsto avoid situations that could give rise to a conflict of interests between the Company and suchDirector or persons related to him or her. Each Director will be required to report to the Board ofDirectors any circumstances that may give rise to a conflict of interests with the Company as soonas such Director becomes aware of such circumstances. Each Director will be required to abstainfrom voting on matters in which such Director may have a personal interest, whether direct orindirect. In addition, each Director will be required to abstain from engaging with the Company inany relevant commercial or professional transactions without having first informed and receivedapproval for such transaction from the Board of Directors, which shall seek a report from the AuditCommittee. However, Board authorization will not be required for related-party transactions thatsatisfy certain conditions. In relation to transactions in the ordinary course of business ortransactions of a recurrent or habitual character, general authorization from the Board of Directorswill be sufficient.

In accordance with our Internal Code of Conduct, conflicts of interests will be deemed to arisein respect of (i) a significant client or provider of the Company or the eDreams ODIGEO Group or(ii) a company engaged in the same type of business or which is a competitor of the Company orthe eDreams ODIGEO Group, when a Director in respect of such client, provider, company orcompetitor

• is a director or senior officer thereof;

• owns a significant stake therein (which, for companies traded on any official secondarySpanish or foreign market, the companies referred to in Article 53 of the LMV andimplementing legislation, and domestic or foreign privately held companies, is understood tomean any direct or indirect share exceeding 20 percent of the issued share capital);

• is related to directors, owners of significant stakes in capital, or senior officers thereof; or

• maintains significant direct or indirect contractual relationships.

Shareholdings of Directors and Members of Senior Management Leadership Team

Immediately following the Settlement, certain of our Directors and members of our SeniorManagement Leadership Team will beneficially own an aggregate of 3,314,955 Shares in theCompany, representing approximately 3.2% of our issued and outstanding Shares of the Company.

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The following table sets forth the names and shareholdings of our Directors and members ofour Senior Management Leadership Team prior to and after the Settlement:

SharesPrior to Settlement After Settlement(4)

Number of As a percentage Number of As a percentageName Shares held of total Shares Shares held of total Shares

Directors:(5)

Javier Perez-Tenessa deBlock(1)(3) . . . . . . . . . . . . . 2,988,700 3.0% 2,029,618 1.9%

Mauricio Prieto(1)(3) . . . . . . . . 524,367 0.5% 356,096 0.3%James Hare(2) . . . . . . . . . . . . 248,512 0.2% 168,764 0.2%

Members of SeniorManagement LeadershipTeam:

Dana Philip Dunne(3) . . . . . . . 277,380 0.3% 234,652 0.2%David Elızaga . . . . . . . . . . . . 207,451 0.2% 207,451 0.2%Philipe Vimard(3) . . . . . . . . . . 468,819 0.5% 318,374 0.3%

Total . . . . . . . . . . . . . . . . . . 4,715,229 4.7% 3,314,955 3.2%

(1) Also a member of our Senior Management Leadership Team.

(2) Independent Director.

(3) Senior Management Leadership Team members who are selling Shares in the offering.

(4) Assuming no exercise of the over-allotment option.

(5) Lise Fauconnier, Benoit Vauchy, Philippe Poletti and Carlos Mallo, our Directors affiliated with the Permira Funds andthe Ardian Funds, respectively, have indirect interests in the Company via having an interest in one or more of PermiraFunds or Ardian Funds, or their respective co-investment vehicles, as applicable.

Remuneration of Directors and Members of Senior Management Leadership Team

Overview

The compensation of the members of our Board of Directors will be determined at a generalShareholders’ meeting and the compensation of the members of our Senior ManagementLeadership Team will generally be determined by our Chief Executive Officer based on the generalremuneration and compensation policy set out by our Remuneration and Nomination Committee.For the year ended March 31, 2013 and the nine months ended December 31, 2013, our formermembers of our Board of Directors, who were our Directors during the periods indicated, did notreceive any compensation for their mandate. For the year ended March 31, 2013 and the ninemonths ended December 31, 2013, the aggregate compensation paid to the members of ourSenior Management Leadership Team was e1.3 million and e1.9 million, respectively, whichconsisted of cash compensation for salary and bonuses.

Remuneration of the Members of our Board of Directors

Independent Directors on our Board of Directors will be compensated based on the number ofBoard meetings they attend. An independent Director will receive approximately e6,700 for eachmeeting he or she attends. Executive Directors and Directors appointed from among candidates putforward by a Principal Shareholder Group will not be paid a fee for their service on the Board ofDirectors. In addition, each independent Director is entitled to additional remuneration for his roleas chairman of the Audit Committee or the Remuneration and Nomination Committee or if he is aVice Chairman.

Remuneration of the Members of our Senior Management Leadership Team

Following Admission to Trading and Settlement, the Remuneration and Nomination Committeewill establish the general policy on remuneration and compensation of our Senior Management

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Leadership Team, which will be implemented on an individual basis by our Chief Executive Officer.However, our Chief Executive Officer’s compensation will be determined by our Board of Directors.

The policy governing the remuneration of our Senior Management Leadership Team will beaimed at attracting, rewarding and retaining highly-qualified executives and at providing andmotivating the members of our Senior Management Leadership Team with a balanced andcompetitive remuneration that is focused on sustainable results and aligned with the long-termstrategy of the Company.

Pursuant to the remuneration policy, the remuneration of the members of our SeniorManagement Leadership Team consists of the following fixed and variable components:

• a fixed base salary;

• a variable, annual bonus (short-term annual cash incentive); and

• a long-term variable incentive plan.

These components are discussed in more detail below.

Fixed Base Salary

The base salary of the members of our Senior Management Leadership Team will bedetermined by our Chief Executive Officer based on the general policy set out by our Remunerationand Nomination Committee.

Variable Annual Cash Bonus

The variable compensation component is dependent on the Company’s operating results andthe achievement of individual targets determined on an individual basis by our Chief ExecutiveOfficer based on the general policy set out by our Remuneration and Nomination Committee. Theobjective of this short-term annual cash incentive is to ensure that our Senior ManagementLeadership Team is well-incentivized to achieve performance targets in the shorter term.Performance conditions will be set by our Chief Executive Officer based on the general policy setout by our Remuneration and Nomination Committee and may include criteria concerning theCompany’s financial performance, qualitative criteria representing Company performance and/orindividual qualitative performance. In general, the larger the compensation package of a member ofSenior Management Leadership Team, the higher the percentage of his/her variable cash bonus.For members of our Senior Management Leadership Team, approximately 25% of theirremuneration is made up by the variable component.

Management Long-Term Incentive Plan

Our Board of Directors expect to put in place a long-term incentive plan (‘‘LTIP’’) for thepurpose of aligning the longer term interests of members of our Senior Management LeadershipTeam and other employees of the eDreams ODIGEO Group selected by our Chief Executive Officer(such members of our Senior Management Leadership Team and other employees, including ourChief Executive Officer, taken together, ‘‘Eligible Employees’’) with those of our Shareholders. TheLTIP is also designed to incentivize long-term focus and retention of management and staff.

Under the LTIP, the Company will grant performance stock rights (‘‘PSRs’’) to EligibleEmployees proposed by our Chief Executive Officer and approved by our Board of Directors. EachPSR will vest and entitle holders thereof to acquire one Share if certain performance thresholds ofthe Company are met or where such performance thresholds are not met in full, a number ofShares with a total market value (as of the relevant value date) equal to a certain percentage(calculated on a gradient scale) of the market value that the Shares of the relevant Tranche (asdefined below) would have had, if the relevant performance threshold had been met in full (anysuch Shares, the ‘‘Incentive Shares’’). We currently expect that all PSRs will be settled by thedelivery of newly issued Shares as authorized by our Articles of Incorporation. The maximumnumber of Incentive Shares that would be issued or delivered to Eligible Employees as a result ofthe settlement of the PSRs would represent 4.4% of the total issued share capital of the Companyon a fully diluted basis (including treasury shares, if any) as of the Admission to Trading.

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The LTIP will relate to a period of four years with two overlapping cycles of three years each,with half of the PSRs tracking the performance of the Company over the first three-year period fromthe date of Admission to Trading (the ‘‘First Cycle’’) and the remaining half of the PSRs tracking theperformance of the Company over the three-year period from the first anniversary of the date ofAdmission to Trading (the ‘‘Second Cycle’’).

The First Cycle will be divided into two overlapping tranches: (i) a first tranche, with 40% ofthe PSRs, tracking the performance of the Company over the two-year period from the date ofAdmission to Trading; and (ii) a second tranche, with 10% of the PSRs, tracking the performance ofthe Company over the three-year period from the date of Admission to Trading (the ‘‘First CycleTranches’’).

The Second Cycle will also be divided into two overlapping tranches: (i) a first tranche, with30% of the PSRs, tracking the performance of the Company over the two-year period from the firstanniversary of the date of Admission to Trading; and (ii) a second tranche, with 20% of the PSRs,tracking the performance of the Company over the three-year period from the first anniversary ofthe date of Admission to Trading (the ‘‘Second Cycle Tranches’’ and, together with the First CycleTranches, the ‘‘Tranches’’).

The performance thresholds for the vesting of the PSRs and the acquisition of IncentiveShares by Eligible Employees corresponding to each Tranche will be based on the growth rate oftotal Shareholder’s return on an absolute basis (i.e., without comparison to any other company)which will be calculated based on the increase in the market value of the Shares within the relevantTranche, taken together with the value of any dividends or other distributions made toShareholders.

In connection with the LTIP, members of our Senior Management Leadership Team that areEligible Employees will be subject to certain lock-up arrangements that will require such EligibleEmployees at the time of any proposed sale of Incentive Shares, not to be left, as a result of thesale, with a number of Incentive Shares the market value of which is less than several times thegross annual fixed salary of such Eligible Employee on the date of the sale; or (in respect of ourChief Executive Officer only) less than a certain percentage of his Incentive Shares, whichever islower, until the earlier of such Eligible Employee leaving the Company and the end of the four-yearperiod relating to the LTIP.

Employment Agreements

Members of our Senior Management Leadership Team have entered into employmentagreements with a member of the eDreams ODIGEO Group, which sets out the terms andconditions of their employment. In general, our Senior Management Leadership Team are subject toa three-month notice period for termination and a non-compete clause for a period rangingbetween six months and two years. The length of the non-compete period depends on a SeniorManagement Leadership Team member’s role within the Group, and senior members are generallysubject to longer non-compete periods of between one and two years.

Insurance for the Members of our Board of Directors and Senior Management LeadershipTeam

We will provide members of our Board of Directors and Senior Management Leadership Teamwith protection through a Directors’ and officers’ insurance policy. Under this policy, any of ourpast, present or future directors or officers will be indemnified against any claim made against anyone of them for any alleged or actual wrongful act in their respective capacities as Directors orofficers. The policy will also cover the losses arising from any such indemnified claim, but onlywhen and to the extent we are legally required or permitted to indemnify the Directors or officers forsuch loss.

Service Contracts Providing for Benefits upon Termination of Board Membership and/orEmployment

We expect to enter into a new services contract with Javier Perez-Tenessa de Block in respectof his role as our Chief Executive Officer that will provide, as does his current contract, that if hisemployment is terminated without cause, he shall be entitled to a payment equivalent to up to three

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years’ base salary and bonus. In addition, the contract is expected to provide that if the scope ofpowers delegated to him as Chief Executive Officer as of the earlier of Admission to Trading andSettlement is reduced, he will be entitled to be removed as Chief Executive Officer and to betreated as having been removed without cause.

We also expect to enter into a new services contract with Dana Philip Dunne in respect of hisrole as our President and Chief Operating Officer that will provide, as does his current contract, thatif his employment is terminated without cause, he shall be entitled to a payment equivalent to ninemonths of base salary including severance payments required under applicable law.

Other than as described above, the directorship agreements and employment agreementswith the members of our Board of Directors and the members of our Senior ManagementLeadership Team, respectively, do not include any provisions for special severance payments inaddition to those required under applicable law.

Loans and Similar Undertakings

Following the completion of the offering, there will be no loans or similar undertakingsoutstanding to any members of our Board of Directors or any members of our Senior ManagementLeadership Team.

Arrangements between any Director or Member of Senior Management Leadership Team andShareholders

There are no arrangements or understandings between any Director or member of SeniorManagement Leadership Team and any principal Shareholder other than the Shareholders’Agreement as described in ‘‘Principal and Selling Shareholders—Shareholders’ Agreement’’.

Family Relationships

There are no family ties among the members of our Board of Directors and/or our SeniorManagement Leadership Team.

Statement on Past Records

During the past five years, none of the members of our Board of Directors or our SeniorManagement Leadership Team have been (i) convicted of fraudulent offenses; (ii) directors, officersetc. of companies that have entered into bankruptcy, receivership or liquidation except as set outimmediately below; or (iii) subject to any public incrimination and/or sanctions by statutoryregulatory authorities (including designated professional bodies) and have not been disqualified bya court from acting as a member of an issuer’s board of directors, executive board or supervisorybody or being in charge of an issuer’s management or other affairs.

Mr. Dana Dunne was a non-executive member of the board of directors of The GameGroup plc when the company entered aministration in March 2012. This company wassubsequently purchased out of administration by Baker Acquisitions, a private equity firm andsubsidiary of OpCapita, and renamed Game Retail Limited. Mr. Dana Dunne ceased being amember of the board of directors of The Game Group plc in March 2012.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the ownership of Shares priorto and after the Settlement. The information set forth in this table assumes the completion of theShareholder Reorganization and the issuance and sale by us of 4,878,049 new Shares in theoffering.

Offer Shares owned after Settlement(8)

Number ofOffer Shares owned No exercise of the Full exercise of theSharesprior to Settlement over-allotment option over-allotment optionoffered in theShareholders Number % offering Number % Number %

Luxgoal 3(1) . . . . . . . . . . . . . . . . . 48,472,569 48.5% 15,554,982 32,917,587 31.4% 30,104,534 28.7%Ardian Funds(2) . . . . . . . . . . . . . . 31,052,636 31.1% 9,964,877 21,087,759 20.1% 19,285,654 18.4%Willinvest & GMPI . . . . . . . . . . . . . 5,419,811 5.4% 1,739,232 3,680,579 3.5% 3,366,046 3.2%Five Arrows Vehicles . . . . . . . . . . . 4,835,844 4.8% 1,551,836 3,284,008 3.1% 3,003,366 2.9%Luxgoal 2(4) . . . . . . . . . . . . . . . . . 1,561,156 1.6% 500,979 1,060,177 1.0% 969,577 0.9%Other Ardian Co-investors(3) . . . . . . 563,985 0.6% 180,986 382,999 0.4% 351,283 0.3%Javier Perez-Tenessa de Block(5) . . . . 2,988,700 3.0% 959,082 2,029,618 1.9% 1,856,170 1.8%Other Senior Management(6) . . . . . . 2,401,647 2.4% 639,324 1,762,323 1.7% 1,762,323 1.7%Other Minority Selling Shareholders(7) 2,703,652 2.7% 737,966 1,965,686 1.9% 1,965,686 1.9%Public(8) . . . . . . . . . . . . . . . . . . . — — — 36,707,313 35.0% 42,213,410 40.2%

Total . . . . . . . . . . . . . . . . . . . . . 100,000,000 100% 31,829,264 104,878,049 100% 104,878,049 100%

(1) A vehicle wholly-owned by the Permira Funds.

(2) Holding through the Ardian Vehicles.

(3) Comprises CM-CIC Investissement SAS, CIC Mezzanine 2 FCPR, Massena Special Recovery FCPR and DentressangleInitiatives SAS.

(4) A vehicle established in connection with the purchase of shares from certain former members of Go Voyages’management.

(5) Our Chief Executive Officer and Chairman of our Board of Directors, Javier Perez-Tenessa de Block, is selling Sharesin the offering and granting a portion of the over-allotment option.

(6) Comprises members of our Senior Management other than Javier Perez-Tenessa de Block who are selling Shares inthe offering.

(7) The Other Minority Selling Shareholders comprise 163 Minority Shareholders, most of whom are employees of theCompany or its subsidiaries.

(8) Reflects the issuance by us of 4,878,049 new Shares.

Ardian

Ardian was established in 1996 with headquarters in Paris. Ardian manages and advises over$36 billion of assets and currently has offices in Frankfurt, London, Milan, New York, Singapore,Vienna, Zurich, Luxembourg and Beijing. Funds managed by Ardian invest in a complete range ofbuyout asset classes including buyout, venture capital, co-investment, infrastructure, private debt,primary, early secondary and secondary funds of funds. Ardian does not have a specific industryfocus, but in the past five years its main investments have been in the oil & gas, health, testing,chemical, industrial, consumer and technology, and media and telecommunications sectors. Recentinvestments of the funds managed by Ardian include NHV in the oil & gas transportation sector, Aniosin the health sector, Trescal in the testing sector, Fives Group in the industrial sector, Riemser in thehealth sector and Schustermann & Borenstein in the consumer sector. To date, funds managed byArdian have closed over 50 buyout transactions in France, Germany, Belgium and Italy.

Ardian holds its interests in the Company via the Ardian Vehicles.

Permira Funds

Since 1985, the Permira Funds have made nearly 200 private equity investments, with a totalcommitted capital of approximately e22 billion. The Permira Funds’ investment activity focuses onsix core sectors: Chemicals, Consumer, Financial Services, Healthcare, Industrial Products andServices and Technology, Media and Telecommunications, with the latter accounting forapproximately 35% of total investments made. The Permira Funds hold their interests in theCompany via Luxgoal 3.

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Shareholder Reorganization

Shortly after the pricing of the offering but prior to the Settlement and Admission to Trading,our current Shareholder structure will be reorganized as set out below.

Shareholdings prior to the Shareholder Reorganization

Our principal Shareholders are currently Axeurope S.A. (‘‘Axeurope’’), a Luxembourginvestment vehicle controlled by the Ardian Funds, and Luxgoal S.a r.l. (‘‘Luxgoal’’), a Luxembourginvestment vehicle controlled by the Permira Funds. As of the date of this offering memorandum,Axeurope and Luxgoal hold approximately 44.09% and approximately 53.89% of our total sharecapital, respectively, in the form of ordinary shares. In addition to Ardian’s controlling stake inAxeurope, certain co-investors in the GoVoyages Group, members of the former GoVoyages Groupmanagement through a Luxembourg investment vehicle named Go Partenaires 3 and the PermiraFunds through a Luxembourg investment vehicle named Luxgoal 2 S.a r.l. each hold a minoritystake in Axeurope. In addition to the Permira Funds’ controlling stake in Luxgoal, members of theformer eDreams Group management (including certain members of our senior management) hold aminority stake in Luxgoal.

Certain members of our management also hold directly or indirectly a stake in the Companyas follows:

• Some of these management members hold indirectly (and together with Axeurope, Luxgoaland certain co-investors) through G-Co Investment I S.C.A., a Luxembourg investmentvehicle managed by G Co-Investment GP S.a r.l., a Luxembourg investment vehicle which isheld by Axeurope and Luxgoal, ordinary shares of the Company (such shares representingapproximately 0.47% of our total share capital as of the date of this offering memorandum)and class A preferred shares entitled to receive a preferred cumulative dividend and toexercise voting rights (such shares representing approximately 0.24% of our total sharecapital as of the date of this offering memorandum).

• Some of these management members hold indirectly through G-Co Investment II S.C.A. andG-Co Investment III S.C.A., each of them a Luxembourg investment vehicle managed by GCo-Investment GP S.a r.l., class B preferred shares (such shares representing approximately0.52% of our total share capital as of the date of this offering memorandum) and class Cpreferred shares (such shares representing approximately 0.64% of our total share capital asof the date of this offering memorandum) which are convertible into ordinary shares inconnection with certain events, including this offering and entitle to exercise voting rights.

• Some of these management members hold either directly or indirectly through G-CoInvestment IV S.C.A., a Luxembourg investment vehicle managed by G Co-Investment GPS.a r.l., class D shares which are redeemable into ordinary shares in connection with certainevents, including this offering, which redemption price is based on a pricing formula linkedto the enterprise value of the eDreams ODIGEO Group (such class D shares representingapproximately 0.16% of our total share capital).

Shareholder Reorganization

Shortly after the pricing of the offering but prior to the Settlement and Admission to Trading, areorganization of our Shareholder structure will take place following which each of the SellingShareholders will hold Shares directly in the Company as set out in the table provided at thebeginning of this section (the ‘‘Shareholder Reorganization’’), rather than all such persons holdinginterests indirectly in the Company as is the case for some Selling Shareholders as of the date ofthis offering memorandum.

The Shareholder Reorganization will consist of the merger by absorption under Section XIV,sub-section 1 of the 1915 Law of each of Axeurope, Luxgoal, G-Co Investment I S.C.A., G-CoInvestment II S.C.A., G-Co Investment III S.C.A., G-Co Investment IV S.C.A., G Co-Investment GPS.a r.l. and Go Partenaires 3 (together, the ‘‘Absorbed Companies’’) into the Company. As part ofthe merger process, the Company will (i) receive and cancel all its outstanding shares held by theAbsorbed Companies, (ii) exchange its class D shares which are directly held by managementmembers against new ordinary shares and (iii) issue new ordinary shares to the shareholders of theAbsorbed Companies (the ‘‘Shareholder Merger’’). As a result of the Shareholder Merger, all the

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outstanding shares of the Company will be contributed to or exchanged with the Company and becancelled, and new Shares (including the Offer Shares) will be issued by the Company.

Shortly following the pricing of this offering, the Shareholder Merger will become effective, asa result of which in addition to the redemption and cancellation of all the outstanding share capitaland the issuance of new Shares (including the Shares to be sold by the Selling Shareholderspursuant to the offering) by the Company, each of the absorbed entities will cease to exist and theCompany will be the transferee of all the assets and liabilities of the absorbed entities, including thereceivables and other rights under the Convertible Subordinated Shareholder Bonds issued by GTFto Axeurope and Luxgoal and the rights under the loans granted to certain members of our seniormanagement. As of the date of this offering memorandum, the only condition to the completion ofthe Shareholder Reorganization is the pricing of this offering, as all requisite corporateauthorizations and consents to implement the Shareholder Reorganization (including theShareholder Merger) have been obtained.

In connection with the Shareholder Merger, under the 1915 Law, creditors of the mergingentities will be granted a period of two months from the date of publication of the minutes of therelevant general meeting of the shareholders approving the Shareholder Merger in the Luxembourgofficial gazette (Memorial C, Recueil des Societes et Associations) during which creditors holding aclaim that predates such publication may obtain from the presiding judge of the commercialchamber of the competent Tribunal d’arrondissment that the Company as the surviving entity grantsecurity interests to secure the payment obligations owed to such creditors. However, because theAbsorbed Companies will have no significant liabilities as of the date of the Shareholder Merger, wedo not expect any such creditor rights to be exercised or require us to grant security interests overany material assets of the eDreams ODIGEO Group.

Following the Shareholder Merger, certain limited recourse loans granted by Opodo Limited ordeferred purchase prices granted by Axeurope and Luxgoal to certain existing or former membersof our management will be fully repaid in consideration of (i) the sale on the market of some or allof the new Shares held by such members of our management and the repayment of the proceedsresulting from such sale in cash by such members of our management to the Company; and/or(ii) the set-off against any other sum owed by the Company or any company of its Group to suchmembers of our management.

After the Shareholder Merger, the share capital of the Company will be reduced to e10 millionby way of a reduction of the nominal value of each Share from e1 to e 0.10 without cancellation ofany Shares issued immediately following the Shareholder Merger in issue nor repayment on anyShare and by allocation of an amount corresponding to the resulting reduction of the share capitalof an amount of e90 million to a reserve of the Company.

After the Settlement and Admission to Trading, certain of the Principal Selling Shareholderswill transfer some of their new Shares to members of the former GoVoyages Group management inpartial satisfaction of the contingent and deferred price owed by such Principal Selling Shareholdersrelating to the prior sale from such members of the former GoVoyages Group management andpurchase by such Principal Selling Shareholders of Axeurope securities. See ‘‘Plan of Distribution—Lock-Up Periods’’.

For a description of certain transactions between us and certain of our principal Shareholders,see ‘‘Certain Relationships and Related Party Transactions’’ below.

Shareholders’ Agreement

We understand that on April 3, 2014, Luxgoal 3, the Ardian Funds and Javier Perez-Tenessade Block entered into a Shareholders’ Agreement in respect of the Company. The Company is nota party to the Shareholders’ Agreement. In addition to the matters relating to our Board of Directorsand our Chief Executive Officer described in ‘‘Management and Board of Directors’’, we understandthat the Shareholders’ Agreement contains provisions to support an orderly and coordinatedprocess in respect of future sales of Shares by Luxgoal 3 or the Ardian Funds following theexpiration of their lock-up arrangements described in ‘‘Plan of Distribution’’.

The Shareholders’ Agreement will terminate at such time that each of Luxgoal 3 or the ArdianFunds, in each case, together with their respective affiliates, cease to hold at least 7.5% of theissued and outstanding Shares.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Opodo Acquisition and the Combination

On June 30, 2011, the eDreams ODIGEO Group was formed through the combination of theeDreams Group with the GoVoyages Group and the Opodo Group (the ‘‘Combination’’) by way of(i) a contribution to the Company of (a) the eDreams Group by the Permira Funds and (b) theGoVoyages Group by the Ardian Funds in exchange for shares of the Company and (ii) theacquisition by LuxGEO (a wholly-owned subsidiary of the Company) of 100% of the share capital ofOpodo from Amadeus IT Group, S.A. (‘‘Amadeus’’) effective as of June 30, 2011 (the ‘‘OpodoAcquisition’’).

Agreements with Amadeus

On February 9, 2011, in connection with the Opodo Acquisition, the Company entered into a10-year non-exclusive agreement with Amadeus, which controlled the Opodo Group at that time, forthe supply of GDS services. The cash consideration paid by the Company to Amadeus for theOpodo Acquisition was approximately e409.7 million. In connection with the Opodo Acquisition,Amadeus agreed to pay the eDreams ODIGEO Group a signing bonus in the amount ofe51.1 million under the GDS agreement. Under certain circumstances, the eDreams ODIGEO Groupmay be required to repay the GDS contract bonus, in whole or in part, to Amadeus, namely if theeDreams ODIGEO Group fails to meet certain targets for volumes of products sold through theAmadeus GDS set forth in the GDS agreement.

Transactions with Affiliates

An affiliate of the Permira Funds purchased 2019 Notes issued by GTF on April 21, 2011 and2018 Notes issued by GDF on January 31, 2013. Our affiliates may from time to time hold ortransact in the 2019 Notes and the 2018 Notes.

Management Incentives

For a description of management incentives, see ‘‘Management and Board of Directors—Remuneration of Directors and Members of Senior Management Leadership Team’’.


Following the completion of the Opodo Acquisition and the Combination, Axeurope andLuxgoal will hold subordinated convertible bonds issued by GTF, with a maturity period of 49 yearsand subject to the terms of the Intercreditor Agreement as Investor Liabilities (as defined therein).As described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, as a result ofthe Shareholder Reorganization, the Company will become the holder of 100% of the ConvertibleSubordinated Shareholder Bonds, which were issued by GTF in connection with the Combination.Accordingly, following the Shareholder Reorganization, the Convertible Subordinated ShareholderBonds will be within our consolidation group and therefore an intra-Group liability. See‘‘Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—Description of Debt Arrangements’’.

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MARKET INFORMATION

Prior to the offering, there has been no public market for the Shares. We have applied to listthe Shares (including the Offer Shares) on the Spanish Stock Exchanges and to have the Shares(including the Offer Shares) quoted through the AQS of the Spanish Stock Exchanges. The Spanishsecurities market for equity securities consists of the Spanish Stock Exchanges (located in Madrid,Barcelona, Bilbao and Valencia) and the AQS, or Mercado Continuo.

SIBE

The AQS, or Mercado Continuo, also known as the SIBE (Sistema de Interconexion BursatilEspanol), links the four Spanish Stock Exchanges, providing those securities listed on it with auniform continuous market that eliminates certain of the differences between the local exchanges.The principal feature of the system is the computerized matching of bid and offer orders at the timeof entry of the relevant order. Each order is executed as soon as a matching order is entered, butcan be modified or canceled until it is executed. The activity of the market can be continuouslymonitored by investors and brokers. The SIBE is operated and regulated by Sociedad deBolsas, S.A. (‘‘Sociedad de Bolsas’’). All trades on the SIBE must be placed through a brokeragefirm, a dealer firm or a credit entity that is a member of a Spanish Stock Exchange.

In a pre-opening session held from 8:30 a.m. to 9:00 a.m. CET each trading day, an openingprice is established for each security traded on the SIBE based on a real-time auction in whichorders can be entered, modified or canceled but not executed. During this pre-opening session, thesystem continuously displays the price at which orders would be executed if trading were to beginat that moment. Market participants only receive information relating to the auction price (ifapplicable) and trading volume permitted at the current bid and offer price. If an auction price doesnot exist, the best bid and offer price and associated volumes are shown. The auction finishes witha random period of 30 seconds in which share allocation takes place. Until the allocation processhas finished, orders cannot be entered, modified or canceled. In exceptional circumstances(including the inclusion of new securities on the SIBE) and after giving notice to the CNMV,Sociedad de Bolsas may establish an opening price without regard to the reference price (theprevious trading day’s closing price), alter the price range for permitted orders with respect to thereference price or modify the reference price.

The computerized trading hours are from 9:00 a.m. to 5:30 p.m. CET. During the tradingsession, the trading price of a security is permitted to vary up to a maximum so-called ‘static’ rangeof the reference price, provided that the trading price for each trade of such security is notpermitted to vary in excess of a maximum so-called ‘dynamic’ range with respect to the tradingprice of the immediately preceding trade of the same security. If, during the trading session, thereare matching bid and offer orders for a security within the computerized system which exceed anyof the above ‘static’ and/or ‘dynamic’ ranges, trading on the security is automatically suspendedand a new auction is held where a new reference price is set, and the ‘static’ and ‘dynamic’ rangeswill apply over such new reference price. The ‘static’ and ‘dynamic’ ranges applicable to eachparticular security are set up and reviewed periodically by Sociedad de Bolsas. In addition, duringthe trading session from 9:00 a.m. to 5:30 p.m. CET, trades may occur outside of the generaltrading system (contratacion general) without prior authorization of Sociedad de Bolsas in the formof block trades (contratacion de bloques) provided that certain requirements are met in terms ofmaximum spread of the trade price to the spot price of the security on the general trading systemand minimum volume of the trade.

Between 5:30 p.m. and 8:00 p.m. CET, trades may occur outside the computerized matchingsystem without prior authorization of Sociedad de Bolsas (provided such trades are communicatedto Sociedad de Bolsas), at a price within the range of 5% above the higher of the average priceand closing price for the day and 5% below the lower of the average price and closing price for theday if (i) there are no outstanding bids or offers, respectively, on the system matching or betteringthe terms of the proposed off-system transaction, and (ii) if, among other things, the trade involvesmore than e300,000 and more than 20% of the average daily trading volume of the stock during thepreceding three months. These trades must also relate to individual orders from the same personor entity and be reported to Sociedad de Bolsas before 8:00 p.m. CET.

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Trades may take place (with the prior authorization of Sociedad de Bolsas) between 5:30 p.m.and 8:00 p.m. CET at any price if:

• the trade involves more than e1.5 million and more than 40% of the average daily tradingvolume of the stock during the preceding three months;

• the transaction derives from a merger or spin-off, or from the reorganization of a group ofcompanies;

• the transaction is executed for the purpose of settling litigation or completing a complex setof contracts; or

• Sociedad de Bolsas finds another appropriate cause.

Information with respect to the computerized trades which take place between 9:00 a.m. and5:30 p.m. CET is made public immediately, and information with respect to trades which occuroutside the computerized matching system is reported to the Sociedad de Bolsas by the end of thetrading day and is also published in the Stock Exchange official gazette (Boletın de Cotizacion) andon the computer system by the beginning of the next trading day.

Clearance and Settlement System

The Shares were issued in dematerialized form under the 2013 Law. Under Luxembourg law,listed securities belonging to the same class must be registered at all times in one single issuanceaccount (compte d’emission) held by one single clearing institution. Such clearing institution isLuxCSD, further to the decision of the Company’s Board of Directors. The issuance account(compte d’emission) shall mention the securities identification elements, the issued amount as wellas any subsequent amendment thereto. The dematerialized securities are represented only by abook-entry in a securities account (compte-titres). Ownership of and transfer of title to the Shares isevidenced by means of book-entries within LuxCSD. The clearing institution may however establishor have established by the issuer certificates corresponding to the dematerialized securities for thepurpose of the international circulation of securities. For a discussion of the form and transfer of theShares, see ‘‘Description of the Share Capital of the Company and Applicable Regulations—Formand Transfer of Shares’’.

Transactions carried out on the SIBE are cleared and settled through the Sociedad de Gestionde los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A. (‘‘Iberclear’’). Iberclearhas approved regulations introducing the so-called ‘‘T+3 Settlement System’’ by which thesettlement of any transactions must be made within three business days following the date onwhich the transaction was carried out. Only those entities participating in Iberclear are entitled touse its clearing and settlement facilities, and participation is restricted to authorized members of theSpanish Stock Exchanges, the Bank of Spain and, with the approval of the CNMV, other brokerswho are not members of the Spanish Stock Exchanges, banks, savings banks and foreignsettlement and clearing systems. Iberclear is owned by Bolsas y Mercados Espanoles, SociedadHolding de Mercados y Sistemas Financieros, S.A., a holding company which holds a 100% interestin each of the Spanish official secondary markets and settlement systems, including the SpanishStock Exchanges. The clearance and settlement system and its participating entities are responsiblefor maintaining records of purchases and sales under the book entry system. Iberclear, whichmanages the clearance and settlement system, maintains a registry reflecting the number of sharesheld by each of its participating entities on its own behalf as well as the number of shares held onbehalf of its clients. Each participating entity, in turn, maintains a registry of the owners of suchshares.

In order for the Shares to be admitted to trading on the Spanish Stock Exchanges they mustbe eligible for holding and settlement in book-entry form through Iberclear or a participant thereto.In the case of shares issued by foreign issuers or originally registered with a foreign clearing andsettlement institution, such as the Shares, eligibility for holding and settlement through Iberclear orits participant entities requires that the issuer enters into a foreign custodian, link and payingagency agreement with a participant in the foreign clearing and settlement institution (the ForeignCustodian) and a participant of Iberclear (the Link Entity, as defined below) in terms satisfactory toIberclear to enable holders of the securities to transfer those in and out of the book-entry system ofIberclear and to ensure at all times that the book-entries in respect of such securities registeredwith Iberclear and its participants are supported by the corresponding book-entries held by the Link

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Entity in the foreign custodian on behalf and for the benefit of investors holding the securitiesthrough Iberclear or a participant thereto.

In this regard, the Company entered into a foreign custody, link and paying agency agreementwith BNP Paribas Securities Services, Sucursal en Espana (the ‘‘Link Entity’’ and the ‘‘PayingAgent’’) and BNP Paribas Securities Services, Luxembourg branch (the ‘‘Foreign Custodian’’) toenable investors wishing to do so to hold and settle their Shares in book-entry form throughIberclear or its participant entities. The main obligations of BNP Paribas under this agreement arethe following:

As Foreign Custodian and depositary entity of the dematerialized shares, BNP Paribasassumes the following obligations:

• To guarantee the existence, consistency, immobilization and exclusive allocation of theShares to the book-entry system operated by Iberclear. In addition, the foreign custodianassumes the obligation to keep reconciled at all times the balance between the Sharesregistered in Iberclear and its participant entities and the Shares that the Link Entity haseffectively included in such system.

• Not to communicate to the Link Entity the inclusion of the Shares in the book-entry systemoperated by Iberclear and its participating entities, except under certain circumstances setout in the agreement.

• To maintain its status as participant entity of LuxCSD, as well as the legal authorization tocarry registries and keep deposits on behalf of third parties.

As Link Entity between us, the Spanish authorities and our investors, BNP Paribas assumes,among others, the following obligations:

• To act before Iberclear as our representative, communicate any information and take allnecessary steps to comply with Spanish current legislation.

• To establish and maintain the necessary mechanism to facilitate, at any time, the exercise byour Shareholders holding our Shares through Iberclear of the rights on their behalf.

• To coordinate with the Foreign Custodian entity the necessary actions to include the Sharesin Iberclear, as well as to keep reconciled at all times the balance of Shares in Iberclear andthe custodian entity.

• To maintain its status as participant entity of Iberclear.

As Paying Agent, BNP Paribas’ main obligations, among others, are to assume on our behalfthe payment of the economic rights that may derive from the Shares registered in Iberclear and itsparticipant entities.

The agreement will be in force for the same time as the securities to which it relates, i.e., foran indefinite period. Notwithstanding this, we could revoke the appointment of any of the parties bysigning a new agreement with another entity and obtaining clearance from Iberclear. Additionally,any of the parties may cancel the agreement in the event of non-compliance by another party withany of the obligations assumed by virtue of the agreement. This circumstance must be notified toIberclear and to the investors.

In addition, obtaining beneficial ownership of the Shares held through Iberclear or a participantthereto requires the participation of a Spanish official stockbroker, broker-dealer or other entityauthorized under Spanish law to record the transfer of Shares. In order to evidence such beneficialownership of the Shares, the relevant participating entity in Iberclear must, at the Shareholder’srequest, issue a certificate of ownership. If the owner is a participating entity of Iberclear, Iberclear isin charge of the issuance of the certificate with respect to the Shares held in the participatingentity’s name.

Holders of Shares held through Iberclear or a participant thereto will only be able to exercisetheir rights attached to their Shares (including the right to vote at general meetings and thepreferential subscription right in respect of the issue of new Shares) by instructing the Link Entity toexercise these rights on their behalf, and, therefore, the process for exercising rights may takelonger for holders of Shares held through Iberclear or a participant thereto than it will for holders ofShares held through another intermediary securities account holder (such as Euroclear or

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Clearstream) or LuxCSD and the LuxCSD Principal Agent (as defined below). Consequently, theLink Entity may set a deadline for receiving instructions from holders of Shares held throughIberclear or a participant thereto in respect of any corporate event of the Company which may beshorter than the deadline otherwise applicable for holders of Shares of the Company throughanother intermediary securities account holder (such as Euroclear or Clearstream) or LuxCSD andthe LuxCSD Principal Agent. Furthermore, the Link Entity will not exercise any rights in respect ofShares held through Iberclear or a participant thereto for which it has not received appropriateinstructions from the beneficial owner thereof within the established deadline.

Law 32/2011, of October 4, which amended the LMV, features some changes yet to beimplemented in the Spanish clearing, settlement and registry procedures of securities transactionsthat will substantially modify the above-mentioned system and will allow the connection of the post-trading Spanish systems to the European system Target-2 Securities, which is scheduled to be fullyimplemented in February 2017.

LuxCSD and the LuxCSD Principal Agent/Foreign Custodian

The Shares were issued in dematerialized form under the 2013 Law through their inclusion inbook-entry form in an issuance account (compte d’emission) held through LuxCSD (which is 50%held by Clearstream International S.A. and 50% held by Banque centrale du Luxembourg), whichhas entered into an agreement with the Company in this respect. LuxCSD also holds a securitiesaccount (compte-titres) in the name of BNP Paribas Securities Services, Luxembourg branch (the‘‘LuxCSD Principal Agent’’) on behalf of the Company pursuant to an agreement entered intobetween the Company and the LuxCSD Principal Agent. Such securities account evidencesownership of and transfer of title to the Shares. In the event of the issuance of new Shares, theLuxCSD Principal Agent will inform LuxCSD in order to make the appropriate entry in the relevantbook. The LuxCSD Principal Agent also serves as an intermediary and coordinates with the LinkEntity in Spain in order to disseminate information received from the Company with respect to theShares, such as concerning general meetings of the Shareholders or dividends, to the holders ofthe Shares through the facilities of Iberclear.

See ‘‘Description of the Share Capital of the Company and Applicable Regulations—Form andTransfer of Shares’’ concerning transfers of the Shares and ‘‘Description of the Share Capital of theCompany and Applicable Regulations—Voting Rights and General Meeting of the Shareholders’’concerning the ability of holders of the Shares to participate in general Shareholders’ meetings.

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GENERAL INFORMATION ON THE COMPANY AND THE GROUP

Formation, Name, Registered Office, Fiscal Year and Duration of the Company

eDreams ODIGEO was incorporated under the laws of the Grand Duchy of Luxembourg by(i) Luxgoal S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee),currently having its registered office at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy ofLuxembourg and registered with the Luxembourg Register of Commerce and Companies (Registrede commerce et des societes de Luxembourg) under number B 152.268 and (ii) FCPR Axa LBOFund IV, a fonds commun de placement a risques a procedure allegee, governed by the laws of theRepublic of France, acting through its manager, Axa Investment Managers Private Equity Europe, asociete anonyme incorporated under the laws of the Republic of France, registered with the ParisRegister of Commerce and Companies under number 403 201 882, whose registered office is at 20place Vendome, F-75001 Paris, on February 14, 2011 as a Luxembourg private limited liabilitycompany (societe a responsabilite limitee) under the name ‘‘LuxGEO Parent S.a r.l.’’, having aninitial share capital of e34,000 pursuant to a notarial deed enacted by the Luxembourg notaryMaıtre Martine Schaeffer for an unlimited duration. The Company is registered with the LuxembourgRegister of Commerce and Companies (Registre de commerce et des societes de Luxembourg)under registration number B 159.036. On January 16, 2014, the legal name of the Company waschanged to ‘‘eDreams ODIGEO’’. On January 27, 2014, the Company was transformed from aprivate limited liability company (societe a responsabilite limitee) into a public limited liabilitycompany (societe anonyme) under the laws of the Grand Duchy of Luxembourg and the Articles ofIncorporation of the Company were fully restated. Following completion of the ShareholderReorganization, which will take place shortly after the pricing of the offering but prior to theSettlement and Admission to Trading as described in ‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, the share capital of the Company will be set at e10,000,000,composed of 100,000,000 ordinary Shares having a nominal value of e0.10 each.

The Company’s financial year begins on April 1 of each year and ends on March 31 of thefollowing year. The first financial year of the Company exceptionally began on the Company’s dateof incorporation (February 14, 2011) and ended on March 31, 2011. The Company’s registeredoffice is located at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg. TheCompany’s telephone number is +352 26 86 81 30.

Historical changes to the Articles of Incorporation of the Company

Following the Company’s incorporation on February 14, 2011, the Articles of Incorporation ofthe Company were first amended on June 30, 2011 pursuant to a notarial deed enacted by theLuxembourg notary Maıtre Carlo Wersandt in order to increase the share capital of the Companyfrom its original amount of e34,000 to e31,037,974.05 through the issuance of 3,100,397,405 newshares having a nominal value of e0.01 with a share premium of e31,003,974.05. Such capitalincrease took place by way of a contribution in kind consisting of a stake in Lyeurope, GoPartenaires 2 and Lyparis.

On June 30, 2011, the Articles of Incorporation of the Company were further amended by anotarial deed enacted by the Luxembourg notary Maıtre Carlo Wersandt whereby class A preferredshares and class B preferred shares were created and whereby, through various contributions incash and in kind of receivables, the share capital of the Company was increased from its originalamount of e31,037,974.05 to e116,488,075.72 through the issuance of a total of 8,333,615,391 newordinary shares, 56,394,776 new class A preferred shares and 155,000,000 new class B preferredshares, each having a nominal value of e0.01, with a total share premium of e83,336,153.91 beingpaid on the new ordinary shares issued. The Articles of Incorporation were also fully restated,including to spell out the rights of the class A preferred shares and class B convertible preferredshares and to amend the Company’s corporate object.

The Articles of Incorporation of the Company were additionally amended on June 30, 2011 bya notarial deed enacted by the Luxembourg notary Maıtre Carlo Wersandt increasing the sharecapital of the Company from e116,488,075.72 to e226,279,847.66 through the issuance of10,979,177,194 new ordinary shares having a nominal value of e0.01 each issued with a sharepremium in a total amount of e117,052,243.03. This capital increase was made by way of acontribution in kind to the Company consisting of 13,081,722 shares in eDreams, Inc.

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On September 27, 2011, the Company’s Articles of Incorporation were further amended by anotarial deed of the Luxembourg notary Maıtre Carlo Wersandt whereby the Company’s sharecapital was decreased from e226,279,847.66 to e225,959,988.59 through the cancellation of31,985,907 class B preferred shares.

On September 30, 2011, by a notarial deed enacted by the Luxembourg notary Maıtre CarloWersandt, the Company’s share capital was increased, by a contribution in kind of receivables,from e225,959,988.59 to e232,506,715.30 through the issuance of 654,672,671 new ordinary shareshaving a nominal value of e0.01 each issued with e6,546,726.72 of share premium.

By a notarial deed of the Luxembourg notary Maıtre Carlo Wersandt, on February 26, 2013,the Company’s Articles of Incorporation were amended in order to create a new class of shares inthe share capital of the Company (class C preferred shares) and in order to increase theCompany’s share capital, by a contribution in cash, from e232,506,715.30 to e234,006,715.30through the issuance of 150,000,000 new class C preferred shares having a nominal value of e0.01each. The Articles of Incorporation were also fully restated, including to spell out the rights of theclass C convertible preferred shares.

On September 20, 2013, by a notarial deed enacted by the Luxembourg notary Maıtre CarloWersandt, the Company’s share capital was increased, by contributions in kind of shares in GCo-Investment I S.C.A., from e234,006,715.30 to e234,497,114.65 through the issuance of49,039,935 new ordinary shares having a nominal value of e0.01 each issued with a total ofe909,600.65 of share premium.

On December 13, 2013, by a notarial deed enacted by the Luxembourg notary Maıtre CarloWersandt, (i) six new classes of shares (class D1 shares, class D2 shares, class D3 shares, classD4 shares, class D5 shares and class D6 shares) were created, (ii) the share capital of theCompany was increased from e234,497,114.65 to e234,862,114.65 through the issuance of6,083,335 class D1 shares, 6,083,333 class D2 shares, 6,083,333 class D3 shares, 6,083,333 classD4 shares, 6,083,333 class D5 shares and 6,083,333 class D6 shares (all with a nominal value ofe0.01 each) in exchange for a contribution in cash and (iii) the Articles of Incorporation of theCompany were amended and fully restated in order to reflect the foregoing and the rights andobligations attached to the new class D1 shares, class D2 shares, class D3 shares, class D4shares, class D5 shares and class D6 shares.

Pursuant to a meeting of an extraordinary general meeting of the Shareholders held onJanuary 16, 2014 before the Luxembourg notary Maıtre Carlo Wersandt, the name of the Companywas changed from ‘‘LuxGEO Parent S.a r.l.’’ to ‘‘eDreams ODIGEO’’ and the Company’s Articles ofIncorporation were amended to reflect this change.

On January 27, 2014, the Company’s Articles of Incorporation were further amended by anotarial deed enacted by the Luxembourg notary Maıtre Wersandt, whereby the Company wasconverted from a private limited liability company (societe a responsabilite limitee) to a publiclimited liability company (societe anonyme).

The Company’s Articles of Incorporation were entirely amended and restated on March 20,2014 before the Luxembourg notary Maıtre Carlo Wersandt. The entirely amended and restatedArticles of Incorporation are to come into effect as of the earlier of Admission to Trading orSettlement of the offering, save for the authorized capital clause which has come into effect onApril 3, 2014 and the provisions in relation to the dematerialization of shares in the Company whichbecame effective as of the above-mentioned date of the general Shareholders’ meeting before thenotary. The Company’s Articles were most recently amended on April 1, 2014 during anextraordinary general meeting of the Shareholders of the Company in relation to, inter alia, theShareholder Reorganization, the cancellation of the Company’s current share capital and theissuance of 100,000,000 Shares in dematerialized form. This amendment will become effective uponcompletion of the Shareholder Reorganization.

Corporate Purpose

On March 20, 2014, the Articles of Incorporation were amended and fully restated. Suchamended and restated Articles of Incorporation contain certain provisions that will become effectiveon the earlier of Admission to Trading and Settlement. The description below is of the amendedand restated Articles of Incorporation, as they will be in force upon the effectiveness of suchprovisions.

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According to article 3 of the Company’s Articles of Incorporation, the purpose of the Companyis:

• to act as an investment holding company and to co-ordinate the business of any corporatebodies in which the Company is for the time being directly or indirectly interested, and toacquire (whether by original subscription, tender, purchase, exchange or otherwise) thewhole of or any part of the stock, shares, debentures, debenture stocks, bonds and othersecurities issued or guaranteed by any person and any other asset of any kind and to holdthe same as investments, and to sell, exchange and dispose of the same;

• to carry on any trade or business whatsoever and to acquire, undertake and carry on thewhole or any part of the business, property and/or liabilities of any person carrying on anybusiness;

• to invest and deal with the Company’s money and funds in any way the Company’s Boardof Directors thinks fit and to lend money and give credit in each case to any person with orwithout security;

• to borrow, raise and secure the payment of money in any way the Company’s Board ofDirectors thinks fit, including by way of public offer. It may issue by way of private or publicplacement (to the extent permitted by Luxembourg law) securities or instruments, perpetualor otherwise, convertible or not, whether or not charged on all or any of the Company’sproperty (present and future) or its uncalled capital, and to purchase, redeem, convert andpay off those securities;

• to borrow, raise and secure the payment of money in any way the Company’s Board ofDirectors thinks fit, including by the issue (to the extent permitted by Luxembourg law) ofdebentures and other securities or instruments, perpetual or otherwise, convertible or not,whether or not charged on all or any of the Company’s property (present and future) or itsuncalled capital, and to purchase, redeem, convert and pay off those securities;

• to acquire an interest in, amalgamate, merge, consolidate with and enter into partnership orany arrangement for the sharing of profits, union of interests, co-operation, joint venture,reciprocal concession or otherwise with any person, including any employees of theCompany;

• to enter into any guarantee or contract of indemnity or suretyship, and to provide securityfor the performance of the obligations of and/or the payment of any money by any person(including any body corporate in which the Company has a direct or indirect interest or anyperson (a ‘‘Holding Entity’’) which is for the time being a member of or otherwise has adirect or indirect interest in the Company or any body corporate in which a Holding Entityhas a direct or indirect interest and any person who is associated with the Company in anybusiness or venture), with or without the Company receiving any consideration or advantage(whether direct or indirect), and whether by personal covenant or mortgage, charge or lienover all or part of the Company’s undertaking, property, assets or uncalled capital (presentand future) or by other means; for the purposes of article 3 of the Company’s Articles ofIncorporation, ‘‘guarantee’’ includes any obligation, however described, to pay, satisfy,provide funds for the payment or satisfaction of, indemnify and keep indemnified against theconsequences of default in the payment of, or otherwise be responsible for, anyindebtedness or financial obligations of any other person;

• to purchase, take on lease, exchange, hire and otherwise acquire any real or personalproperty and any right or privilege over or in respect of it;

• to sell, lease, exchange, let on hire and dispose of any real or personal property and/or thewhole or any part of the undertaking of the Company, for such consideration as theCompany’s Board of Directors thinks fit, including for shares, debentures or other securities,whether fully or partly paid up, of any person, whether or not having objects (altogether orin part) similar to those of the Company; to hold any shares, debentures and othersecurities so acquired; to improve, manage, develop, sell, exchange, lease, mortgage,dispose of, grant options over, turn to account and otherwise deal with all or any part of theproperty and rights of the Company;

• enter into agreements including, but not limited to any kind of credit derivative agreements,partnership agreements, underwriting agreements, marketing agreements, distribution

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agreements, management agreements, advisory agreements, administration agreementsand other services contracts, selling agreements, or other in relation to its purpose;

• to do all or any of the things provided in any paragraph of article 3 of the Company’sArticles of Incorporation (a) in any part of the world; (b) as principal, agent, contractor,trustee or otherwise; (c) by or through trustees, agents, sub-contractors or otherwise; and(d) alone or with another person or persons; or

• to do all things (including entering into, performing and delivering contracts, deeds,agreements and arrangements with or in favour of any person) that are in the opinion of theCompany’s Board of Directors incidental or conducive to the attainment of all or any of theCompany’s objects, or the exercise of all or any of its powers;

provided always that the Company will not enter into any transaction which would constitute aregulated activity of the financial sector or require a business license under Luxembourg law withoutdue authorisation under Luxembourg law.

Group Structure and Material Shareholdings

Overview

The Company, with its registered office in Luxembourg, is the parent holding company of theeDreams ODIGEO Group. We are a leading online travel company with a presence in 42 countries.We make flight and non-flight products directly available to travelers principally through our onlinebooking channels (desktop websites, mobile websites and mobile apps) and via our call centers, aswell as indirectly through white label distribution partners and other travel agencies. The followingchart provides an overview (in simplified form) of our subsidiaries as of the date of this offeringmemorandum.

Lyeurope SAS Opodo GmbH Opodo S.L.Really LateBookings

eDreamsCorporate Travel

SRL

eDreams BusinessTravel SL

Opodo OnlineTravel Agency

pvt Ltd

Opodo Limited

LuxGEO S.à.r.l.

Geo TravelFinance S.C.A.

eDreamsODIGEO

Geo DebtFinance S.C.A.

Opodo S.A.S. Lyparis SAS

FindworksTechnologies

Go Voyages SAS Opodo Italia SRLeDreams Inc.

Spanish branchTravellink AB

Liligo HungaryKft

Go VoyagesTrade

eDreams, Ltd.eDreams

EnterpriseVacaciones

eDreams, S.L.U.Findworks

Technologies Bt

eDreamsInternationalNetwork, S.L.

eDreams, S.r.L. eDreams GmbH eDreams LLCeDreams France,

SARL

ViagenseDreams

Portugal LDA

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Significant Subsidiaries

The following table provides an overview of our significant direct and indirect subsidiaries as ofthe date of this offering memorandum.

Ownership interest ofCompany Voting power of Company

% ofCountry of share % of voting

Name of Subsidiary Subsidiary Number of shares capital Number of shares shares

Vacaciones eDreams S.L.U. Spain 1,203,680 99.99% 1,203,680 99.99%Opodo Limited . . . . . . . . . . United Kingdom 2,751,131,546 99.99% 2,751,131,546 99.99%GoVoyages S.A.S. . . . . . . . France 14,150,000 99.99% 14,150,000 99.99%eDreams Inc. . . . . . . . . . . . United States 11,472,463 99.99% 11,472,463 99.99%

Significant or Material Change

Save as disclosed in this offering memorandum there has been no significant change in thefinancial or trading position of the Company since December 31, 2013 and there has been nomaterial adverse change in the financial position or prospects of the Company since December 31,2013.

Paying Agent

BNP Paribas Securities Services, Luxembourg Branch will be the paying agent in respect ofLuxembourg. The address of the paying agent in respect of Luxembourg is 33, rue de GasperichHowald-Hesperange, L-2085 Luxembourg, Grand Duchy of Luxembourg.

BNP Paribas Securities Services, Sucursal en Espana will be the paying agent in respect ofSpain. The address of the paying agent in respect of Spain is Calle de la Ribera delLoira, 28, 28042 Madrid, Spain.

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DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND APPLICABLE REGULATIONS

The following overview provides information concerning our share capital and briefly describescertain significant provisions of our Articles of Incorporation and Luxembourg corporate law. Thissummary does not purport to be complete and is qualified in its entirety by reference to our Articlesof Incorporation and Luxembourg corporate law. Copies of our Articles of Incorporation areavailable at our registered office at 282, Route de Longwy, L-1940 Luxembourg, Grand Duchy ofLuxembourg.

Share Capital

General

Following completion of the Shareholder Reorganization, which will take place shortly after thepricing of the offering but prior to the Settlement and Admission to Trading as described in‘‘Principal and Selling Shareholders—Shareholder Reorganization’’, the share capital of theCompany will be set at e10,000,000, composed of 100,000,000 ordinary Shares having a nominalvalue of e0.10 each. All Shares in the Company’s issued share capital will be fully paid up and noShares will have been partially paid. With respect to the issued share capital of the Companyduring the period covered by the historical financial information, more than 10% of such issuedshare capital was paid for with assets other than cash. See ‘‘General Information on the Companyand the Group—Historical changes to the Articles of Incorporation of the Company’’.

Under Luxembourg law, share premium may be paid in at the incorporation or during theexistence of the company. From a Luxembourg corporate law perspective, such share premiumrepresents neither a profit, nor a reserve but an additional contribution which is not part of theshare capital and may be paid by new subscribers to equalize the financial rights of the former andnew shareholders. The payment of share premium is not mandatory and implies that thesubscription price for the shares is higher than their nominal value.

Evolution of Issued Share Capital

The Company was founded on February 14, 2011 as a private limited liability company(societe a responsabilite limitee) with a nominal capital of initially e34,000 divided into 3,400,000shares, each such share with a nominal value of e0.01. On June 30, 2011, the share capital of theCompany was increased to e31,037,974.05 and further increased to e116,488,075.72 ande226,279,847.66. On September 27, 2011, the share capital of the Company was reduced toe225,959,988.59 through the cancellation of certain class B preferred shares. The share capital ofthe Company was further increased on September 30, 2011 to e232,506,715.30, on February 26,2013 to e234,006,715.30, on September 20, 2013 to e234,497,114.65 and on December 13, 2013 toe234,862,114.65. On March 20, 2014, the Articles of Incorporation of the Company were amendedsuch that the share capital of the Company following the completion of the ShareholderReorganization will be composed of 100,000,000 Shares having a nominal value of e0.10 each for atotal issued share capital of e10,000,000. The amount of the share premium following completion ofthe Shareholder Reorganization is e663.7 million.

Authorized Capital

Following the completion of the Shareholder Reorganization and with effect as of the date ofpricing, pursuant to the decision of an extraordinary general Shareholders’ meeting of the Companyheld on March 20, 2014, the Company will have an unissued but authorized share capital of amaximum amount of e21,000,000 to be represented by 210,000,000 Shares with a nominal value ofe0.10 per Share. The authorized and unissued share capital shall be and the authorization to issueShares thereunder will expire on the earlier of (i) five (5) years from the effective date of suchauthorization (i.e., pricing) or (ii) April 3, 2019 (unless amended or extended by the general meetingof the Shareholders).

The Board of Directors or delegate(s) duly appointed by the Board of Directors may from timeto time issue such Shares within the authorized share capital at such times and on such terms andconditions, including the issue price, as the Board of Directors or its delegate(s) may in its or theirdiscretion resolve, within the limits provided for in the Company’s Articles of Incorporation. Theselimits include that upon Admission to Trading, unless as otherwise provide for in the Articles of

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Incorporation, issuances of Shares from the authorized share capital may not in total exceed fiftypercent (50%) of the Company’s total subscribed share capital immediately following Admission toTrading. In relation to this limit, issuances of Shares by the Company may in total represent up tofifty percent (50%) of the Company’s total subscribed share capital immediately following Admissionto Trading, if the Board of Directors does not limit or cancel the Shareholders’ preferential rights tosubscribe for such Shares. However, with respect to those issuances for which the Board ofDirectors limits or cancels the Shareholders’ preferential subscription rights, such issuances maynot in total exceed twenty percent (20%) of the Company’s total subscribed share capitalimmediately following Admission to Trading.

Convertible bonds and/or warrants may be issued entitling their holders, upon their exercise ofsuch instruments, to subscribe for new Shares issued from the authorized capital. Within theframework of a long-term incentive plan for the employees or management of the Company and/orany entity in which the Company has a direct or indirect interest, performance stock units may alsobe issued which entitle their holders to, upon their exercise thereof, subscribe for new Sharesissued from the authorized capital in an amount corresponding to up to 4.44% of the total sharecapital of the Company on a fully diluted basis (including treasury Shares, if any) as at Admissionto Trading. The abovementioned fifty percent (50%) and twenty percent (20%) limits, however, donot apply to issuances of Shares upon the exercise of such performance stock units.

Even though the general rule is that Shares to be subscribed for in cash shall be offered on apreferential basis to Shareholders in proportion to the capital represented by their Shares, theBoard of Directors is authorized under the authorized capital clause to suppress, limit or waive anypreferential subscription rights of Shareholders to the extent it deems it advisable for any issues ofShares within the authorized capital and may issue the Shares it is authorized to issue under theauthorized capital clause to such persons and at such price with or without a premium and paid upby contribution in kind for cash, offsetting of claims, capitalization of reserves or in any other waythe Board of Directors may determine.

In addition, the issued and/or authorized capital of the Company may be increased or reducedone or more times by a resolution of the general meeting of the Shareholders that is adopted incompliance with the quorum and majority rules set out by the Articles of Incorporation for anyamendment to the Articles of Incorporation.

The Company may proceed with the repurchase or redemption of its own Shares within thelimits set forth by law.

Form and Transfer of Shares

Following the completion of the Shareholder Reorganization, all of the Company’s Shares willbe in dematerialized form which is in accordance with the 2013 Law and permitted by theCompany’s Articles of Incorporation.

Pursuant to the Company’s Articles of Incorporation and the 2013 Law, the entire issuance ofdematerialized shares must be registered in a securities account (compte-titres) representing thedematerialized shares issued with the same clearing institution, and this requirement must becomplied with on an ongoing basis. Pursuant to the 2013 Law, the name (LuxCSD) and address ofthe clearing institution must be published in a national newspaper and on the Company’s website(www.edreamsodigeo.com) prior to the issuance of the dematerialized shares. Issuers registeredwith the Luxembourg Register of Commerce and Companies (Registre de commerce et dessocietes de Luxembourg) additionally need to file an extract with the Luxembourg Register ofCommerce and Companies (Registre de commerce et des societes de Luxembourg) indicating thename and address of the clearing institution in order for it to be published in the Memorial C,Recueil des Societes et Associations, the Luxembourg official gazette.

The Shares of the Company are entered in an issuance account (compte d’emission) andsecurities account (compte-titres) held by LuxCSD, with its registered office at 43 Avenue Monterey,L-2163 Luxembourg, Grand Duchy of Luxembourg, the Luxembourg clearing institution (organismede liquidation), and in securities account(s) (compte(s)-titres) held in Spain by Iberclear, with itsregistered office at Plaza de la Lealtad, 1, 28014 Madrid, Spain, who serve as intermediaries. See‘‘Market Information—Clearance and Settlement System’’.

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Dematerialized shares are transferred by means of book-entry transfer between accounts. Theprovisions of the 2001 Law, as amended and restated by the 2013 Law, are applicable todematerialized shares, except where an exception is foreseen in the 2013 Law. Accordingly, if theaccounts are held with the same account holder, the transfer is completed by book-entry transferbetween these accounts. Otherwise the transfer must take place without compensation between theaccount holders, via the clearing institution. See ‘‘Market Information—Clearance and SettlementSystems’’.

Pursuant to the provisions governing dematerialized shares of the 1915 Law, holders ofdematerialized shares may only be granted access to the general meeting and exercise theirshareholders’ rights if they hold such shares no later than fourteen days prior to the generalmeeting. See ‘‘—Voting Rights and General Meeting of the Shareholders’’.

In accordance with Company’s Articles of Incorporation, the Company’s Shares are freelytransferable.

For a discussion of the holding and settlement of the Shares in book-entry form throughIberclear or a participant thereto, see ‘‘Market Information—Clearance and Settlement System’’.

Voting Rights and General Meeting of the Shareholders

Each Share shall be entitled to one vote at all general meetings of the Shareholders. Thereare no restrictions on voting rights and there are no different voting rights granted to any of theCompany’s Shareholders, including for the avoidance of doubt the Company’s principalShareholders, including the Selling Shareholders. Every Shareholder may take part in thedeliberations and/or take the floor on any matter on the agenda.

Following the amendment to the Articles of Incorporation on March 20, 2014 and with effect asof the earlier of Admission to Trading or Settlement, the annual general meeting will be held on thesecond to last Wednesday of July of each year. If such day is a holiday, the general meeting will beheld on the next following business day.

The annual general meeting will resolve, upon the approval of the audited annual accounts,the discharge of the directors and other items of the agenda (if any).

Fifteen days before the general meeting, Shareholders may inspect at the registered office:

• the annual accounts and the list of directors, as well as a list of the statutory auditors or theapproved statutory auditors (reviseurs d’entreprises agrees);

• the list of sovereign debt, shares, bonds and other company securities making up theCompany’s portfolio;

• the list of Shareholders who have not paid up their shares, with an indication of the numberof their Shares and their domicile;

• the report of the Board of Directors; and

• the report of the statutory auditors or the approved statutory auditors (reviseurs d’entreprisesagrees).

Every Shareholder shall be entitled to obtain free of charge, upon production of proof of histitle, fifteen days before the meeting, a copy of the documents referred to in the foregoingparagraph.

Unless otherwise provided by the 1915 Law or by the Articles of Incorporation, all decisions bythe annual or ordinary general meeting of the Shareholders shall be taken by simple majority of thevotes cast, regardless of the proportion of the share capital represented by Shareholders attendingthe meeting (with, at least one Shareholder present in person or by proxy and entitled to vote).

A general meeting of the Shareholders convened to amend any provisions of the Articles ofIncorporation, including to alter the share capital of the Company or to change the rights of theShareholders, shall not validly deliberate unless at least one half of the share capital is representedand the agenda indicates the proposed amendments to the Articles of Incorporation. If the first ofthese conditions is not satisfied, a second meeting may be convened, provided that (i) the firstgeneral meeting of the Shareholders was properly convened; and (ii) the agenda for the

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reconvened meeting does not include any new item. The second meeting shall validly deliberateregardless of the proportion of the capital represented. At both meetings, resolutions, in order to beadopted, must be carried by at least two-thirds of the votes cast.

The matters reserved to such general meeting are, amongst others, (i) the limitation or waiverof preferential subscription rights or the granting of powers to the Board of Directors to limit orwaive the preferential subscription rights of the Shareholders; (ii) the increase or reduction of theCompany’s share capital; (iii) any changes to the Articles of Incorporation; and (iv) the voluntarydissolution of the Company.

Votes cast shall not include votes attaching to Shares in respect of which the Shareholder hasnot taken part in the vote or has abstained or has returned a blank or invalid vote.

Shareholders can participate in the general meeting of the Shareholders by way of videoconference or by way of telecommunication means permitting their identification, and shall bedeemed to be present for the calculation of quorum and majority if participating in such manner.However, such means must satisfy technical characteristics to ensure an effective participation inthe meeting without interruption and the Articles of Incorporation provide that participation byelectronic means should allow any or all of the following forms of participation: real-timetransmission of the general meeting of the Shareholders, real-time two-way communication enablingShareholders to address the general meeting of the Shareholders from a remote location, amechanism for casting votes, whether before or during the general meeting of the Shareholderswithout the need to appoint a proxy holder who is physically present at the meeting. The 2011 Lawand the Articles further provide that the use of electronic means for the purpose of enablingShareholders to participate in the general meeting of the Shareholders may be made subject onlyto such requirements and constraints as are necessary to ensure the identification of Shareholdersand the security of electronic communications, and only to the extent that they are proportionate toachieving those objectives.

To the extent possible matters that are substantially independent shall be proposed and votedon separately.

The Board of Directors or the auditor(s) may convene a general meeting of the Shareholdersin accordance with Luxembourg law. They shall be obliged to convene it so that it is held within aperiod of one month if Shareholders representing one tenth of the capital require so in writing withan indication of the agenda.

The right of a Shareholder to participate in the general meeting of the Shareholders or to votein respect of its Shares is determined with respect to the Shares held by it on the record date,which shall be the fourteenth day (at midnight Luxembourg time) prior to the general meeting (the‘‘Record Date’’) in accordance with article 5 of the 2011 Law and article 71 of the 1915 Law. Nolater than on the Record Date, the Shareholder shall indicate to the Company its intention toparticipate in the general meeting of the Shareholders and the Company determines in whichmanner this declaration is to be made. As the Shares are in dematerialized form, a Shareholderintending to participate at the general meeting of the Shareholders shall request a certificate fromthe financial institution or depository agent holding the securities account (compte-titres) in which itsShare(s) are entered stating that such Shareholder is indeed the holder of the particular Shares inquestion on the Record Date. The certificate shall in particular state the number of Shares held bythe Shareholder, the name and address of the Shareholder and, if the Shareholder is an entity, itsregistration number and register with which it is registered. The Shareholder shall present thiscertificate to the Company which will record for each Shareholder wishing to participate in thegeneral meeting of the Shareholders, (i) the name and address of such Shareholder, (ii) the numberof Shares held by such Shareholder on the Record Date and (iii) the abovementioned certificateprovided by the Shareholder to the Company.

One or more Shareholders who together hold at least five percent (5%) of the capital mayrequest that one or more additional items be put on the agenda of any general meeting of theShareholders and have a right to table draft resolutions for items included or to be included on thegeneral meeting’s agenda. The requests should include justification for the proposed additionalagenda points or the draft resolutions to be adopted. Such a request shall be sent by post orelectronically to the address indicated in the convening notice and must be received by theCompany no later than on the twenty-second day prior to the holding of the meeting. The request

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should include the postal or electronic address where the Company can acknowledge receipt of therequest and the Company should send such acknowledgement within 48 hours of receipt.

In accordance with the 2011 Law, convening notices for all general meetings of theShareholders shall be published at least 30 days prior to the holding of the general meeting of theShareholders in Memorial C, Recueil des Societes et Associations and in such other media whichmay reasonably be relied upon for the effective dissemination of the information to the publicthroughout the EEA, and which are rapidly accessible and on a non-discriminatory basis. If a newconvening notice is required as a result of the quorum requirements not being met upon the firstconvocation and provided that the convening notice complied with the above requirements and nonew agenda items have been added, the above-mentioned period of 30 days is reduced to 17 daysprior to the general meeting of the Shareholders.

The convening notice shall contain at least the following details:

• precise indication of the date and location of the general meeting of the Shareholders andthe proposed agenda;

• a clear and precise description of the procedures that the Shareholders must comply with inorder to be able to participate in and cast their votes during the general meeting of theShareholders. This information shall include: (i) the rights available to the Shareholders toinclude points to the agenda and table draft resolutions (as described above) and whereapplicable, the deadline by which those rights may be exercised and the electronic addressto which Shareholders should send their requests. The convening notice may confine itselfto stating only the deadlines by which those rights may be exercised and the above-mentioned electronic address, provided it contains a statement that more detailedinformation with respect to these rights are available on the Company’s internet site; (ii) theprocedure for voting by proxy, including the forms to be used and the means by which theCompany is prepared to accept electronic notifications of the appointment of proxyholders;and (iii) where applicable, the procedures for participating from a remote location and votingby correspondence or electronically.

• where applicable, a statement of the record date, as defined in article 5 of the 2011 Law,and the manner in which Shareholders have to register, and a statement that only thosewho are Shareholders on that date shall have the right to participate and vote in the generalmeeting of the Shareholders;

• indication of the postal and electronic addresses where, and how, it is possible to obtain thefull text of the documents and draft resolutions;

• indication of the address of the internet site (i.e., the Company’s website(www.edreamsodigeo.com) where for a continuous period starting the day of publication ofthe convening notice (and including the day of the general meeting of the Shareholders) thefollowing information (at a minimum) shall be made available by the Company:

• convening notice;

• total number of Shares and voting rights at the date of the convening notice;

• documents to be submitted to the general meeting of the Shareholders;

• reports and draft resolutions, or where no resolution has been proposed for adoption,a comment from the Board of Directors for each item of the proposed agenda; and

• where applicable, forms for voting by proxy and voting by correspondence, unless theyhave been sent directly to each Shareholder.

The 2011 Law also sets forth rules in relation to participating in general meeting of theShareholders by electronic means, the right to ask questions in relation to agenda points, proxyvoting and formalities for proxyholders, voting remotely and voting results.

The Board of Directors is entitled to adjourn a meeting, while in session, for four weeks. Itmust do so at the request of Shareholders representing at least one-fifth of the capital of theCompany. Any such adjournment, which shall also apply to Shareholders’ meetings called for thepurpose of amending the Articles of Incorporation, shall cancel any resolution passed. The secondmeeting shall be entitled to pass final resolutions provided that, in cases of amendments to the

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Articles of Incorporation, the conditions as to quorum laid down in article 67-1 of the 1915 Law arefulfilled.

General Provisions Relating to Profit Allocation and Dividend Payments

Each year, at least one twentieth of the net profits of the Company shall be allocated to a legalreserve; this allocation shall cease to be compulsory when the reserve has reached an amountequal to one tenth of the share capital of the Company, but shall again be compulsory if thereserve falls below one tenth. The remaining balance of the net profit is at the disposal of thegeneral meeting of the Shareholders. Except for cases of reduction of subscribed capital, nodistributions to Shareholders may be made when on the closing date of the last financial year thenet assets as set out in the annual accounts are, or following such a distribution would become,lower than the amount of the subscribed capital plus the reserves which may not be distributedunder law or by virtue of the Articles of Incorporation. The amount of the subscribed capital referredto in the previous paragraph shall be reduced by the amount of subscribed capital remaininguncalled if the latter amount is not included as an asset in the balance sheet. The amount of adistribution to Shareholders may not exceed the amount of the profits at the end of the last financialyear plus any profits carried forward and any amounts drawn from reserves which are available forthat purpose, less any losses carried forward and sums to be placed to reserve in accordance withthe law or the Articles of Incorporation. In practice, the amount of share premium in the Companywould also be taken into account in determining whether the Company has sufficient availablefunds to declare and distribute a dividend. Interim dividends may be paid by the Company upondecision of the Board of Directors to the Shareholders in proportion to the number of Shares heldby them, in accordance with the provision of the Articles of Incorporation and the 1915 Law.

Distributions are made to the Shareholders of the Company pro rata to the aggregate numberof Shares held by each Shareholder. The Luxembourg civil code (article 2277) sets the prescriptionperiod (statute of limitations) for claims for payment at five (5) years. Although Luxembourg lawdoes not specify the prescription period after which time a shareholder’s entitlement to payment ofdividends declared, but unpaid, lapses, Belgian case law and French law—to which theLuxembourg courts often look as guidance—apply a five (5)-year prescription period and certainLuxembourg legal scholars by extension consider this to be as well the applicable prescriptionperiod with respect to a shareholder’s entitlement to declared, but unpaid, dividends. Thus it isconsidered that distributions that have not been claimed within five years from the date that theyfirst became available shall lapse and be given to the Company. In accordance with article 16 of the2013 Law, in the event of such distributions, the Company would transfer the funds to theLuxembourg clearing institution (organisme de liquidation) which would then pay such distributionson the securities accounts (comptes-titres) of the relevant account holders. The Company isdischarged of its responsibilities with respect to such distributions once it transfers the funds to theclearing institution (organisme de liquidation) and similarly the clearing institution (organisme deliquidation) is discharged of its responsibilities with respect to the distributions upon transfer of thefunds to the securities accounts of the relevant account holders.

The payment of dividends is subject to compliance with the 1915 Law and the Articles ofIncorporation, including, in particular, the availability of distributable net profits and reserves.

Under Luxembourg law, the share premium shall be fully paid up upon subscription of sharesin the company. The articles of association shall provide for rules relating to the distribution of sharepremium and the corporate body in charge of taking decisions in this respect. Unless otherwisestated in the articles of association, the general meeting of shareholders may, at the simplemajority, decide how to allocate the share premium. The advantage of the share premium is toallow the direct and immediate distribution of share premium to the shareholders. The Articles ofIncorporation provide that decisions with respect to the use of the Company’s share premium are tobe taken by the Shareholders or the Board of Directors subject to the 1915 Law and the Articles ofIncorporation.

Issue of Shares and Preferential Subscription Rights

The Shares of the Company may be issued pursuant to a resolution of the general meeting ofthe Shareholders. The general meeting of the Shareholders may also delegate the authority to issueShares to the Board of Directors for a renewable period of five years. The Board of Directors has

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been authorized to issue up to e21,000,000 worth of additional ordinary Shares for a period of fiveyears and will expire on the earlier of (i) five years from the authorization given by the Shareholdersor (ii) April 3, 2019 (unless amended or extended by the general meeting of the Shareholders).

Each holder of Shares shall have preferential subscription rights to subscribe for any issue ofShares pro rata to the aggregate amount of such holder’s existing holding of the Shares. EachShareholder shall, however, have no preferential subscription right on Shares issued for a non-cashcontribution.

Preferential subscription rights may be restricted or excluded by a resolution of the generalmeeting of the Shareholders, or by the Board of Directors if the Shareholders so delegate. Thegeneral meeting of the Shareholders has delegated to the Board of Directors the power to waivethe preferential subscription rights of the Shareholders when issuing Shares.

If the Company decides to issue new Shares in the future and does not exclude thepreferential subscription rights of existing Shareholders, the Company will publish the decision byplacing an announcement in Memorial C, Recueil des Societes et Associations, in two newspaperspublished in Luxembourg, which are expected to be the Luxemburger Wort or the Tageblatt, and onthe websites of the Company and the CNMV. The announcement will specify the period in whichthe preferential subscription rights may be exercised. Such period may not be shorter than 30 daysfrom the start of the subscription period. Luxembourg law does not provide for any procedure fordetermining the preferential subscription right exercise date and such date is always defined in therelevant resolution on the issue of Shares. The announcement will also specify the details regardingprocedure for exercise of the preferential subscription rights. The preferential subscription right isexercised by placing an order with the Company and paying for the newly issued Shares. UnderLuxembourg law preferential subscription rights are transferable and tradable property rights. In theevent of a rights issue a request would be made for the admission to trading of the preferentialsubscription rights on the Spanish Stock Exchanges. The 1915 Law provides that the unexercisedpreferential subscription rights shall, after the end of the subscription period, be sold publicly by theCompany on the Luxembourg Stock Exchange. The proceeds of the sale, after deduction of theexpenses thereof, shall be held at the disposal of the Shareholders who have not exercised theirpreferential subscription rights for a period of five years. Any balance not claimed by the relevantShareholder shall revert to the Company.

Repurchase of Own Shares

According to article 49-2 of the 1915 Law and without prejudice to the principle of equaltreatment of all shareholders and the Market Abuse Law (as defined below), the Company and itsLuxembourg subsidiaries as referred to in article 49-2 of the 1915 Law may acquire its own sharessubject to the following conditions:

• an authorization given by the general meeting of the Shareholders which shall determine theterms and conditions of the proposed acquisition and in particular the maximum number ofShares to be acquired, the duration of the period for which the authorization is given andwhich may not exceed five years and, in case of acquisition for value, the maximum and theminimum requirements;

• the acquisitions, including Shares previously acquired by the Company and held by it in itsportfolio as well as Shares acquired by a person acting in its own name or on behalf of theCompany, must not have the effect of reducing the net assets below the aggregate of thesubscribed capital and the reserves which may not be distributed under law or the Articlesof Incorporation; and

• only fully paid Shares may be included in the transaction.

At the time of the general meeting of the Shareholders of the Company deciding on theShareholder Reorganization, the Shareholders authorized the Company to be able to, for a periodof five (5) years, acquire its own Shares from the final purchasers or Joint Global Coordinators (onbehalf of the Underwriters) in the event of the termination of the underwriting agreement.

The Board of Directors shall ensure that, at the time of each authorized acquisition, theconditions referred to in the second and third bullet are complied with.

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In principle, the Company has no obligation to sell or cancel the Shares so acquired and heldby the Company in treasury. According to the 1915 Law, the Company may, under certaincircumstances, acquire its own Shares without the prior authorization by the Shareholders and theother conditions set out above. Such Shares shall be sold after three years as from the date of theiracquisition unless the nominal value or, in the absence of nominal value, the accounting par valueof the Shares acquired, including shares which the Company may have acquired through a personacting in its own name, but on behalf of the Company, does not exceed 10% of the subscribedcapital. If such transfer is not made within three years, such Shares shall be canceled.

Our Internal Regulations for Conduct in the Securities Markets will comply with the CNMVrecommendations relating to treasury stock, which comprise, among others, that (i) treasury stockshall be managed with complete transparency in relations with the supervisors and the governingentities of the markets; (ii) the aggregate daily trading volume of Shares in all markets or systems inwhich operational treasury stock is made, including purchases and sales, shall not exceed 15% ofthe average daily purchases transacted in the 30 latest sessions of the orders market of the officialsecondary market in which the stocks are admitted to trading; (iii) in any event, the Company maynot execute treasury stock transactions within fifteen days prior to the date scheduled forpublication by the Company of its results; and (iv) treasury stock held shall not exceed the limitsestablished by applicable corporate law.

Capital Reduction

The general meeting of the Shareholders may, subject to Luxembourg law and the Company’sArticles of Incorporation, resolve to reduce the Company’s issued share capital. Article 69 of the1915 Law provides that in the event of a capital reduction involving a repayment to theShareholders or a waiver of the Shareholders’ obligations to pay up their Shares, creditors whoseclaims predate the publication in the Luxembourg official gazette (Memorial C, Recueil des Societeset Associations) of the minutes of the general meeting of the Shareholders deliberating on thecapital reduction may, within 30 days from the date of such publication, apply for the creation ofsecurity interests in this respect to the judge presiding over the chamber of the Tribunald’arrondissement dealing with interim applications relating to commercial matters. The judge mayonly reject such an application if the creditor already has adequate safeguards or if such security isunnecessary, having regard to the assets of the Company. No payment may be made or waivergiven to the Shareholders until the creditors have obtained satisfaction or until the judge hasordered that their application should not be granted.

Annual Accounts

Annually, the Board of Directors is required to prepare and approve the stand-alone financialstatements of the Company, which must be accompanied by a management report and an auditor’sreport. Such accounts are submitted to the general meeting of the Shareholders for approval.

Upon the Admission to Trading, the Company shall prepare (and submit to the generalmeeting for approval) annual financial reports, which shall comprise audited consolidated accountsaccording to IFRS, a management report and statements by the persons responsible within theCompany. In addition, the Company will disclose half-yearly financial reports, which shall comprisea condensed set of financial statements, an interim management report and statements by thepersons responsible within the Company. Furthermore, the Company shall publish interim quarterlyreports or alternatively interim management statements.

Liquidation Rights

In the event of the Company’s dissolution, the Company must be liquidated according toapplicable Luxembourg law. The balance of the Company’s equity remaining after the payment ofdebts (and the cost of liquidation) shall be distributed to the Company’s Shareholders pro rata tothe aggregate number of Shares held by each Shareholder.

Certain Disclosure and Reporting Duties

As a Luxembourg domiciled company that is to be listed on a regulated market in Spain,disclosure and reporting duties of the shareholders and the Company will be subject toLuxembourg law as to duties imposed by the Directive 2004/109/EC of the European Parliament

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and of the Council of December 15, 2004, as amended (the ‘‘Transparency Directive’’), asLuxembourg is the home Member State of the Company. Moreover, as an issuer of shares listed ona Spanish regulated market, the Company will be subject to certain other disclosure obligationsfalling out of the scope of the Transparency Directive, such as and among others, price-sensitiveinformation and the annual reports on corporate governance and remuneration.

Reporting and Notification Duties for Material Shareholdings

Disclosure and reporting duties with regard to material shareholdings in the Company aregoverned by the Luxembourg law of January 11, 2008 relating to the transparency requirements inrelation to information about an issuer whose securities are admitted to trading on a regulatedmarket, as amended (the ‘‘Transparency Law’’). Shareholders in the Company and/or holders ofderivatives or other financial instruments linked to shares may be subject to notification obligationspursuant to the Transparency Law. The following description summarizes those obligations.Shareholders are advised to consult with their own legal advisers to determine whether thenotification obligations apply to them. The Transparency Law requires a shareholder who acquiresor disposes of shares (or certain rights to shares), including depositary receipts representingshares, of issuers whose shares, including depositary receipts representing shares, are admitted totrading on a regulated market and for which Luxembourg is the home Member State and to whichvoting rights are attached, to notify the issuer and the CSSF of the proportion of voting rights of theissuer held by the shareholder as a result of the acquisition or disposal where that proportionreaches, exceeds or falls below the threshold of 5%, 10%, 15%, 20%, 25%, 331⁄3%, 50% and 662⁄3%.

A person must also notify the Company of the proportion of his or her voting rights if thatproportion reaches, exceeds or falls below the above-mentioned thresholds as a result of eventschanging the breakdown of voting rights.

For the purposes of calculating the percentage of a Shareholder’s voting rights in theCompany, the following will be taken into account:

• voting rights held by a third party with whom that person or entity has concluded anagreement and which obliges them to adopt, by concerted exercise of the voting rights theyhold, a lasting common policy towards the management of the Company;

• voting rights held by a third party under an agreement concluded with that person or entityproviding for the temporary transfer for consideration of the voting rights in question;

• voting rights attaching to Shares which are lodged as collateral with that person or entity,provided the person or entity controls the voting rights and declares its intention to exercisethem;

• voting rights attaching to Shares in which a person or entity holds an interest for theduration of the life of such person or entity;

• voting rights which are held, or may be exercised within the meaning of the four foregoingpoints, by an undertaking controlled by that person or entity;

• voting rights attaching to Shares deposited with that person or entity which the person orentity can exercise at its discretion in the absence of specific instructions from theShareholders;

• voting rights held by a third party in its own name on behalf of that person or entity; and

• voting rights which that person or entity may exercise as a proxy where the person or entitycan exercise the voting rights in its sole discretion.

As long as the information required in accordance with the Transparency Law as mentionedabove has not been notified to the issuer in the manner prescribed in such law, the exercise ofvoting rights relating to the Shares exceeding the fraction that should have been notified issuspended. Where such voting rights have been exercised notwithstanding their suspension underLuxembourg law, the District Court (Tribunal d’arrondissement) in the district in which theCompany’s registered office is located, sitting in commercial matters, may, on request of theCompany or of one of its Shareholders holding voting rights or any other person having justifiableinterest, pronounce the nullity of part or all of the decisions of the general meeting of the

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Shareholders if, without the voting rights exercised unlawfully, the quorum or majority requirementsfor the decision in question had not been reached.

Ad hoc Notifications

In accordance with the Transparency Law, inside information which qualifies as regulatedinformation within the meaning of the Transparency Law will have to be published and stored withthe officially appointed mechanism (‘‘OAM’’), which is operated by the Luxembourg StockExchange and filed with the CSSF. In addition, the Company will be required to file with the CNMVand publish, to the extent required, price sensitive information notices (hechos relevantes).

Directors’ Dealings

The disclosure and reporting of directors’ dealings in the Company’s shares will be governedprincipally by the Company’s Internal Regulations for Conduct in the Securities Markets and theLuxembourg law of May 9, 2006 on market abuse, as amended (the ‘‘Market Abuse Law’’).

Any dealings in or from Luxembourg in respect of the shares, and any other securities whosevalue is determined by the value of the shares are also subject to the provisions of the MarketAbuse Law in relation to the prohibition of insider dealing and market manipulation.

Pursuant to the Market Abuse Law, persons discharging managerial responsibilities in respectof an issuer which has its registered office in Luxembourg and, if applicable, persons closelyassociated with any such person shall notify the CSSF and the issuer, within five business days ofeach individual transaction, all transactions conducted on their own account relating to sharesadmitted to trading on a regulated market (or derivatives or other financial instruments linked tothem). Persons discharging managerial responsibilities include the members of the board, themanagers having a delegation of the day-to-day management and the statutory auditors, as well asother high level responsible persons having regular access to inside information and beingempowered to take management decisions on future developments and strategy of the issuer.

In addition, persons closely associated with a person discharging managerial responsibilitieshave the same obligation of declaration. This category concerns (i) the spouse or any partnerconsidered by national law as equivalent, (ii) dependent children, (iii) other relatives living in thesame household for at least one year, (iv) any legal entity, fiduciary estate or trust or associationwhere managerial responsibilities are discharged by any of the persons described under the twocategories (persons discharging managerial responsibilities with the issuer or closely associatedpersons) or where the organization is under control by or created in favor of such person or theeconomic interests are substantially equivalent to such a person.

The declaration has to indicate (i) the name of the issuer, (ii) the name of the persondischarging managerial responsibilities, or as the case may be the name of the closely associatedperson, (iii) the reason for the notification obligation, (iv) the description of the financial instrument,(v) the nature of the transaction (acquisition or disposal), (vi) the date and place of the transactionand (vii) the price per instrument and the total amount of the transaction.

The issuer shall ensure that the information pertaining to the transactions in shares notified toit by persons discharging managerial responsibilities or closely associated persons is easilyaccessible to the public as soon as possible, at least in the French, German or English language.

Voting at the General Meeting of the Shareholders

According to the 1915 Law and the Articles of Incorporation, in principle, general meetingsshall be held in the place where the Company’s registered office is situated, or any other placewithin Luxembourg as may be specified in the notices convening the general meeting of theShareholders. The annual general meeting of the Shareholders shall, in accordance with the Articlesof Incorporation, as amended on March 20, 2014 and with effect as of the earlier of Admission toTrading and Settlement, take place at the registered office of the Company at 282, Route deLongwy, L-1940 Luxembourg on the second to last Wednesday of July of each year. If such day is aholiday, the general meeting will be held on the next following business day.

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Provided that all the shareholders are present or represented and if they state that they havebeen informed of the agenda of the meeting, they may waive all convening requirements andformalities.

Under the 2011 Law, the rights of a shareholder to participate in a general meeting of theshareholders and to vote in respect of its shares is determined with respect to the shares held bythat shareholder on the Record Date. See ‘‘—Voting Rights and General Meeting of theShareholders’’.

The Articles of Incorporation provide that the Shareholders may also vote from a remotelocation in advance of the general meeting of the Shareholders, by correspondence or by electronicmeans, using a form made available by the Company and in accordance with the 2011 Law.

A Shareholder may be represented at a general meeting of the Shareholders of theShareholders by appointing in writing (or by fax or e-mail or any similar means) any other natural orlegal person as a proxy or attorney to attend and vote at the general meeting of the Shareholdersin its name and such proxy or attorney does need not be a Shareholder. A Shareholder may onlyappoint one person to act for it as a proxy holder in relation to any one general meeting of theShareholders. However, by way of derogation to the foregoing, (a) if the Shares of the Companyare held in more than one securities account, a Shareholder may appoint a separate proxy holderas regards Shares held in each securities account in relation to any one general meeting of theShareholders and (b) the person qualifying as a shareholder but who act in the course of abusiness on behalf of another natural or legal person, may give proxy to each of these other naturalor legal persons or to a third person designated by them. A person may serve as a proxyholder formore than one Shareholder without limitation as to the number of Shareholders so represented andin such a case the proxy holder may cast votes for a certain Shareholder differently from votes castby another Shareholder.

The Company shall be notified of the appointment or revocation of a proxy holder in writing bypostal services or by electronic means to the address indicated in the convening notice. Beyondthis requirement of a document in writing, the appointment (or revocation) of a proxy holder, thenotification of the appointment (or revocation) to the Company and the issuance of votinginstructions, if any, to the proxy holder may be made subject only to such formal requirements asare necessary to ensure the identification of the Shareholder and of the proxy holder, or to ensurethe possibility of verifying the content of voting instructions, respectively, and only to the extent thatthey are proportionate to achieving these objectives. The Shareholder may also abstain from votingin particular resolutions. Abstentions will be excluded from the vote, but they will count for purposesof determining whether a quorum is present. The proxy may be revoked at any time prior to itsexercise in the above-mentioned manner. The proxy holder should as well receive the revocationnotice. A Shareholder may also revoke the voting instruction by voting in person at the generalmeeting of the Shareholders. In the event that a shareholder has provided a proxy, it maynevertheless still choose to attend the general meeting of the Shareholders and vote itself.

With regard to the results of the voting at a general meeting of the Shareholders, theCompany shall establish for each resolution at least the number of Shares for which votes werevalidly cast, the proportion of the share capital represented by those votes, the total number ofvotes validly cast, as well as the number of votes cast in favor of and against each resolution andthe number of abstentions, if applicable. As provided for in the Articles of Incorporation, theCompany shall for each resolution publish on its website the results of the votes passed at generalShareholders’ meetings, including the number of Shares for which votes have been validly cast andthe proportion of capital represented by such validly cast votes, the total number of votes validlycast, the number of votes cast for and against each resolution and, where applicable, the numberof abstentions.

Challenging Resolutions of General Meetings of the Shareholders

Under Luxembourg law and the conflict of law rules, a resolution of the general meeting of theShareholders of a Luxembourg company may only be challenged in a Luxembourg court inaccordance with Luxembourg commercial and civil proceedings law.

Pursuant to Luxembourg law, a resolution of the general meeting of the Shareholders may bechallenged by each Shareholder regardless of the number of Shares held by it if the resolution is,

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amongst others: (i) in conflict with the statutory law, provisions of the Articles of Incorporation or theproceedings for taking resolutions; or (ii) made to the sole benefit of the majority Shareholder andnot in the Company’s best interest (abus de majorite).

The claim should be filed with a district court having jurisdiction over the Company’s seat. Thestatute of limitation to file a claim is ten years as at the day of passing of the resolution.

As regards the Company, the competent courts are the Courts of Luxembourg City, GrandDuchy of Luxembourg. The plaintiff should show a legal interest in challenging the resolution. Theclaim may be made in the French, Luxembourgish or German language and can be made by anattorney qualified to practice in the Grand Duchy of Luxembourg. If the court finds in favor of theappealing shareholder, then the resolution will be nullified.

Actions Against Directors

Being a director of a Luxembourg public limited liability company (societe anonyme)potentially entails certain liabilities, both civil and criminal. A director has a potential statutory liabilityfor failure to execute his mandate properly or for any misconduct in the management of thecompany’s business. Liability under this head is to the company which can only bring an action onthe basis of an ordinary resolution of shareholders, but the individual shareholders cannot sue thedirectors direct in respect of liability under this heading. A director also has a potential statutoryliability for breach of the 1915 Law or of the articles of incorporation of the company. The directorsare jointly and severally liable for a breach; however a director who is not a party to the breach willnot be liable provided he reports the breach to the next general meeting of the shareholders heldafter he becomes aware of the breach. Liability under this head is both towards the company andthird parties (including individual shareholders to the extent they have suffered a loss separate fromthat suffered by the company as a whole). Finally, the Luxembourg Civil Code includes a provisionto the effect that any person who causes damage to another person is liable to compensate thatother person for the damage resulting from that behaviour.

Potential criminal liabilities for a director under Luxembourg law can be mainly grouped in thefollowing categories: (i) offences relating to the normal running of the company; (ii) misuse ofcorporate assets or powers; (iii) offences under general law and (iv)offences relating to theinsolvency of the company.

Luxembourg companies may take out insurance in favour of their directors in respect of theirliability as directors provided the insurance does not cover criminal liability, tax or administrativepenalties, wilful default or gross negligence.

Public Takeover Bids

Supervisory authority and applicable law

Pursuant to Directive 2004/25/EC of the European Parliament and of the Council of 21 April2004 (the ‘‘Takeover Directive’’), any voluntary or mandatory bid for the takeover of the Companywill be subject to the following dual regulation:

• matters relating to the consideration of the bid (in particular, the price), the bid procedure,the contents of the offer document and the disclosure of the bid, shall be dealt with inaccordance with the implementing regulations of the Takeover Directive in Spain, i.e.,Spanish Law 24/1988, of July 28, on the securities market and Spanish RoyalDecree 1066/2007, of July 27, 2007, on takeovers (‘‘Spanish Takeover Regulations’’), andthe Spanish CNMV will be the competent authority for the purposes of authorizing andsupervising a takeover bid for the Company’s Shares; and

• matters regarding, among others, information to be provided to employees of the Companyor company law, such as the percentage of voting rights which give control over theCompany, the acquisition of which gives rise to an obligation to launch a mandatory offer,any derogation from the obligation to launch a bid or the conditions under which the Boardof Directors of the Company may undertake any action which might result in the frustrationof the bid, will be governed by Luxembourg Act dated May 19, 2006 on public takeovers(the ‘‘Luxembourg Public Takeover Law’’), which has implemented the Takeover Directiveinto Luxembourg law and the CSSF will be the supervisory authority in respect thereto.

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Voluntary and Mandatory Public Takeover Bids

Pursuant to the Luxembourg Public Takeover Law, where a person as a result of suchperson’s acquisition or the acquisition by persons acting in concert with such person, holdssecurities, which added to any existing holdings of those securities of such person and theholdings of those securities of persons acting in concert with such person, directly or indirectlygives such person a specified percentage of voting rights in the company, giving control over thatcompany, that person is required to make a mandatory public offer to all the holders of thosesecurities for all their holdings at an equitable price within the meaning of article 5(1) of theLuxembourg Public Takeover Law.

For a company whose registered office is in Luxembourg, the percentage of voting rightswhich confers control for the purposes of the Luxembourg Public Takeover Law is set at 331⁄3% ofthe voting rights in that company (excluding for the purposes of calculation the securities whichonly confer voting rights in particular circumstances).

Pursuant to article 4(5) of the Luxembourg Public Takeover Law the CSSF is allowed not toapply article 5(1) of the Luxembourg Public Takeover Law provided that the general principles setout in article 3 of the Luxembourg Takeover Law are respected. This means that a person havinggained control over the target company by reaching the threshold of 331⁄3% of voting rights isallowed to submit a request to the CSSF asking to be granted an exemption from the obligation tolaunch a mandatory takeover bid. However, a specially reasoned decision is required in this case.

A voluntary takeover bid can be launched at any time irrespective of the existence of amandatory takeover bid pursuant to the principles set out in the Luxembourg Public Takeover Law.As regards such voluntary takeover bid the same dual regulation regime as referred to aboveapplies. Consequently, matters relating to the information to be provided to the employees of thetarget company and matters relating to company law as well as the conditions under which theboard of the target company may undertake any action which might result in the frustration of thebid are subject to the Luxembourg Public Takeover Law regarding such voluntary takeover bids. Inthis respect, the rules applying to voluntary takeover bids are not different to the rules formandatory takeover bids.

Consideration

Pursuant to Spanish Takeover Regulations, the price of the mandatory bid is deemedequitable when it is at least equal to the highest price paid by the bidder or by any person acting inconcert therewith for the same securities during the 12 months prior to the announcement of thebid. When the mandatory bid must be made without the bidder having previously acquired theshares over the above—mentioned 12-month period, the equitable price shall not be less than theprice calculated in accordance with other rules set forth in the regulations. In any case, the CNMVmay change the price so calculated in certain circumstances (extraordinary events affecting theprice, evidence of market manipulation, etc.).

Procedure and disclosure

Pursuant to Spanish Takeover Regulations, mandatory offers must be submitted forauthorization by the CNMV within one month from the acquisition of control of the target company.

The offer document, which must be prepared in Spanish, shall contain any other informationthat the offeror deems it advisable to include in order for the addressees thereof to be able to makean informed assessment of the bid. The CNMV may require the offeror to include in the offerdocument any additional information it deems necessary and to submit any supplementaldocuments that it deems appropriate.

Once the CNMV authorizes the bid, the offeror shall disseminate the bid and make it generallyknown to the public within a maximum period of five business days, by means of its publication inthe Listing Bulletin (Boletın de Cotizacion) of the Spanish Stock Exchanges where the securitiessubject matter of the bid are admitted to trading and, at least, in a newspaper of nationalcirculation.

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The acceptance period of the bid shall be established by the offeror, provided, however, that itshall not be less than fifteen nor greater than seventy calendar days from the trading dayimmediately following the date of publication of the first of the above-referred announcements.

Within five business days after the expiration of the acceptance period, the Spanish StockExchange management companies or, as applicable, the entities acting for the account of theofferor, shall inform the CNMV of the total number of securities covered by the acceptancessubmitted by the shareholders.

Once the CNMV is aware of the total number of acceptances, it shall, within two businessdays, inform the Spanish Stock Exchange management companies on which the securities areadmitted to trading and, if applicable, Sociedad de Bolsas, the offeror and the target company ofthe positive or negative result, depending upon whether or not the minimum number of securitiesspecified in the bid has been reached and whether or not the conditions established for theeffectiveness thereof have been fulfilled. The Spanish Stock Exchange management companiesshall publish the result, specifying the details thereof, in the issue of the Listing Bulletincorresponding to the trading session at which they receive such information.

Squeeze-out Rules

Pursuant to the Luxembourg Public Takeover Law, should an offeror hold Shares in theCompany representing not less than 95% of the capital carrying voting rights and not less than 95%of the voting rights in the Company as a result of a takeover bid, such offeror would be entitled tosqueeze out the minority shareholders. Where the Company has issued more than one class ofsecurities, the right of squeeze-out can be exercised only in the class in which the applicablethreshold has been reached. The right of squeeze-out must be exercised within three months of theend of the time allowed for acceptance of the bid.

Sell-out Rules

The Luxembourg Public Takeover Law provides that following a bid made to all holders of theCompany’s Shares for all of their Shares, a holder of remaining shares is allowed to require theofferor to buy such holder’s shares from him/her at a fair price where the offeror holds alone ortogether with persons acting in concert shares representing not less than 90% of the voting rightsin the Company. Where the Company has issued more than one class of securities, the right ofsell-out can be exercised only in the class in which the applicable threshold has been reached. Theright of sell-out must be exercised within three months of the end of the time allowed foracceptance of the bid.

Luxembourg Squeeze-out/Sell-out Law

In scenarios in which no takeover bid pursuant to the Luxembourg Public Takeover Law hastaken place, the Luxembourg law of July 21, 2012 on squeeze-out and sell-out (the ‘‘Squeeze-out/Sell-out Law’’) might be applicable. Pursuant to article 4 of the Squeeze-out/Sell-out Law, anymajority Shareholder of the Company is entitled to squeeze out the minority shareholders(squeeze-out). In accordance with article 5 of the Squeeze-out/Sell-out Law any minorityshareholder of the Company is allowed to require the majority Shareholder to buy his/her Shares(sell-out). A majority shareholder within the meaning of article 1 of the Squeeze-out/Sell-out Law isany legal or natural person holding alone or together with persons acting in concert Shares in theCompany representing not less than 95% of the capital carrying voting rights and not less than 95%of the voting rights in the Company.

Delisting bids under Spanish law

When a company approves the delisting of its shares from Spanish official secondary markets,the Spanish Takeover Regulations require that a takeover bid be made, unless certain exceptionsapply, e.g., when, following a takeover bid, the squeeze-out or sell-out provisions are enforced(and, in this latter case, the offeror becomes the holder of 100% of the company’s share capital),when all of the shareholders waive the sale of their securities under the rules applicable to takeoverbids or when the shareholders acting at a general meeting of the Shareholders (and, if applicable,the bondholders acting at a bondholders’ meeting) approve a procedure that in the opinion of the

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CNMV is equivalent to a takeover bid because it ensures the protection of the legitimate interests ofthe holders of the securities to be delisted.

A delisting offer may be made by the issuer of the securities to be delisted or by anotherperson or entity provided that such person or entity obtains the approval of the shareholders actingat a general meeting of the Shareholders of the issuer.

The price of the bid, which must be fully paid in cash and approved by the shareholdersacting at a general meeting of the Shareholders of the issuer of the securities to be delisted, shallnot be less than the higher of (i) the equitable price (see ‘‘—Public Takeover Bids—Consideration’’above) and (ii) the price resulting from taking into account, collectively and based on a rationale forthe respective relevance thereof, certain valuation methods provided in the Spanish TakeoverRegulations.

Moreover, the directors of the issuer of the securities to be delisted must prepare a reportcontaining a rationale for the proposed delisting and for the price offered on the basis of theaforementioned valuation methods. The report must be made available to the shareholders at thetime of convening the general meeting of the Shareholders at which a resolution is to be adoptedregarding the delisting, the offer and the price.

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TAXATION

Taxation in the Grand Duchy of Luxembourg

The following is a general description of certain Luxembourg tax considerations relating to theOffer Shares. It does not purport to be a complete analysis of all tax considerations relating to theOffer Shares, whether in Luxembourg or elsewhere. Prospective Shareholders should consult theirown tax advisers as to which countries’ tax laws could be relevant to acquiring, holding anddisposing of the Offer Shares and the consequences of such actions under the tax laws of theGrand Duchy of Luxembourg . This summary is based upon the laws as in effect on the date of thisoffering memorandum.

Taxation of the Company

Income taxation

The Company is a fully taxable resident company for tax purposes in Luxembourg and liableas a matter of principle to Luxembourg corporate income tax (‘‘CIT’’) and municipal business tax(‘‘MBT’’).

For 2013, the maximum CIT rate was 22.47% (including the 7% solidarity surcharge for theemployment fund). The MBT rate was 6.75% (for a company having its statutory seat inLuxembourg City). As a result, the current aggregate rate was 29.22% for the fiscal year 2013 for acompany established in Luxembourg City.

A minimum advance CIT (‘‘ACIT’’) of e3,000 (increased to e3,210 by the 7% solidaritysurcharge for the employment fund) is levied, as from January 1, 2013, on any company andwhose financial assets, transferable securities and cash deposits exceeds 90% of their total balancesheet and is creditable against any future CIT charge due by the taxpayer. Any excess is howevernot refundable.

An ACIT is also levied for all other companies at a progressive minimum amount which rangesfrom e535 to e21,400 depending on the closing balance sheet total. For the purpose of determiningthe minimum ACIT, (i) shares and units held in tax transparent entities will be considered ‘‘financialassets’’ irrespective of the underlying assets held by the entity as it is computed on the commercialbalance sheet and (ii) the net value of assets which generate (or may generate) income thatLuxembourg is not allowed to tax according to a double tax treaty (e.g., income deriving fromforeign real estate) should be excluded when computing the balance sheet total.

Liability for such taxes extends to the Company’s worldwide profits including capital gains,subject to the provisions of any relevant double taxation treaty or EU regulations (and theimplementing laws). The taxable income of the Company is computed by application of theLuxembourg income tax law of December 4, 1967, as amended, as commented and currentlyapplied by the Luxembourg tax authorities (‘‘LITL’’). As a fully taxable Luxembourg residentcompany, the Company should, from a Luxembourg tax perspective, be able to benefit from doubletaxation treaties and European directives in direct and indirect tax matters.

It should however be noted that specific exemptions are available under certain conditions inrelation to dividends and liquidation proceeds received as well as capital gains realized onqualifying shareholdings held by the Company (participation exemption regime as provided for byarticle 166 of the LITL and the Grand-Ducal decree dated December 21, 2001 (Reglement Grand-Ducal du 21 decembre 2001)).

Net Wealth Taxation

Unless benefiting from a special tax regime, a net wealth tax (‘‘NWT’’) is due annually by theCompany on January 1 of each year at the rate of 0.5% assessed on the net worth of the Company(unitary value—valeur unitaire). The unitary value is the difference between (a) assets estimated attheir fair market value (valeur estimee de realisation or Gemeiner Wert) or at a specific valueaccording to tax valuation rules, and (b) liabilities vis-a-vis third parties. In this respect, specific

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assets such as shares in subsidiaries may benefit from an NWT exemption (paragraph 60Bewertungsgesetz) if the following conditions are met:

(a) the Company holds a participation of at least 10% or which acquisition price is at leaste1.2 million at the end of the financial year preceding January 1, and

(b) the subsidiary is (a) a Luxembourg fully taxable capital company, (b) a non-Luxembourgcapital company is fully liable to a tax corresponding to the Luxembourg corporateincome tax (i.e., a taxation of at least 10.5% and a taxable basis comparable to thecorporate income tax basis), or (c) a European Union resident company in the meaning ofArticle 2 of the EU Parent-Subsidiary Directive.

Debts in economic relation with an exempt shareholding are not deductible in calculating thenet wealth.

For the purposes of application of the exemption, the holding of participation through an entitylisted under article 175 LITL in a company listed under paragraph (b) above is deemed to be adirect shareholding in proportion with the part of net asset value held in such entity.

The NWT charge for a given year can be reduced if a specific reserve, equal to five times theNWT to save, is created before the end of the subsequent tax year and maintained during the fivefollowing tax years. The maximum NWT to be saved is limited to the corporate income tax amountdue for the same tax year, including the employment fund surcharge, but before imputation ofavailable tax credits.

Capital Duty—Registration Duties

Subject to certain exceptions (such as the contribution of a Luxembourg real estate property)only a fixed registration duty of e75 is due upon incorporation of a Luxembourg company by acontribution of cash made to its share capital and on further amendments of its Articles ofIncorporation.

No registration duties or other similar taxes are payable in Luxembourg on the issue of theOffer Shares by the Company.

Withholding Tax on Dividends

Dividends paid by the Company to its shareholders are normally subject to withholding tax inLuxembourg at the domestic rate of 15% unless (i) the reduced withholding tax rates as providedfor by relevant double taxation treaties apply or, (ii) the conditions to benefit from the exemption ofwithholding tax set out under article 147 LITL are met:

(a) at the date the distribution is made available to the shareholders, each of the relevantshareholders holds or commits to hold directly or through a tax transparent vehicle(holding a participation through a tax transparent entity is deemed to be a directparticipation in the proportion of the net assets held in this entity), during an uninterruptedperiod of at least 12 months, a participation representing (a) at least 10% of the sharecapital of the Company or (b) an acquisition cost of at least e1.2 million;

(b) the beneficiary of the dividends is:

• a company (‘‘organisme a caractere collectif’’) resident in Luxembourg fully liable toLuxembourg tax; or

• an EU resident company within the meaning of article 2 of the EU CouncilDirective 90/435/EC of July 23, 1990, as replaced by EU Council Directive 2011/96/EUof November 30, 2011, concerning the common fiscal regime applicable to parent andsubsidiary companies of different member states (to be read with the Circular L.I.R.N� 147/1 of March 6, 2012) or its Luxembourg permanent establishment; or

• a Swiss corporation which is liable to Swiss corporate tax without benefiting from anexemption; or

• a company subject to an income taxation comparable to the Luxembourg corporateincome tax, which is resident in a country having concluded a double taxation treatywith Luxembourg or its Luxembourg permanent establishment; or

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• a corporation or a cooperative company resident in a non-European Union country thatis member of the EEA that is fully subject to an income taxation corresponding to theLuxembourg corporate income tax; or

• a permanent establishment of a corporation or a cooperative company resident in anon-European Union country member of the EEA.

With respect to the application of the above-mentioned exemption, the investors should notethat according to a recent internal note of the Luxembourg tax authorities,withholding tax should beapplied to any distributions made to shareholders holding a direct participation of at least 10% (oracquisition cost of which is at least e1.2 million) before the 12 months period has elapsed.Repayment of such withholding tax can however ultimately be requested by the relevantshareholder. In addition, even though all the above conditions are met (including the 12 monthsperiod), the Company should, in principle, apply the withholding tax to any distributions if it is not ina position to determine whether the conditions are fulfilled by the shareholders. Repayment of suchwithholding tax can however ultimately be requested by the relevant shareholder by filing aform 901bis with the Luxembourg Tax Authorities within the legal deadline.

To the extent a withholding tax applies the Company is responsible for withholding amountscorresponding to such taxation at source.

The U.S.-Luxembourg income tax treaty generally does not provide for a reduced tax rate ondividends.

Capital Decrease

The reimbursement of share capital by the Company is not treated as a dividend distributionfor Luxembourg withholding tax purposes and thus not subject to any withholding tax provided(i) there are no reserves or profits at the level of the Company and (ii) the capital decrease ismotivated by sound business reasons. In case the Company does not have sound businessreasons to proceed to a capital decrease, the entire amount paid will be subject to a 15%withholding tax, unless the conditions set out under ‘‘—Withholding Tax on Dividends’’ are met.

Taxation of the Company’s Shareholders

Preliminary Consideration on the Luxembourg Tax Residency of the Company’s Shareholders

A shareholder will not become a resident, nor be deemed to be a resident, in Luxembourg, byreason only of the holding of the Offer Shares, or the execution, performance, delivery and/orenforcement of the Offer Shares.

Income Taxation of Luxembourg Resident Shareholders

Luxembourg Resident Individuals

50% of the dividends received by resident individuals, who act in the course of either theirprivate wealth or their professional/business activity, are subject to income tax at the progressiveordinary rate (with the 2013 maximum effective marginal tax rate being at 42.80% or 43.60%depending on the amount of taxable income); the other 50% of the dividends received are taxexempt. The 15% withholding tax may be offset against the income tax liability.

A gain realized upon the sale, disposal or redemption (note that if some but not all ordinaryshares of a given holder of ordinary shares are redeemed, the same tax treatment may apply as fordividends) of Shares by Luxembourg resident individual shareholders, acting in the course of themanagement of their private wealth is not subject to Luxembourg income tax, provided this sale,disposal or redemption took place more than six months after the ordinary shares were acquiredand provided the ordinary shares do not represent a substantial shareholding. A shareholding isconsidered a substantial shareholding in limited cases, in particular if (i) the relevant shareholderhas held, either alone or together with its spouse or partner and/or its minor children, either directlyor indirectly, at any time within the five years preceding the realization of the gain, more than 10%of the share capital of the Company, or (ii) the taxpayer acquired free of charge, within the fiveyears preceding the transfer, a participation that constituted a substantial participation in the handsof the alienator (or the alienators in case of successive transfers free of charge within the samefive-year period). Capital gains realized on a substantial participation more than six months after the

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acquisition thereof are subject to income tax according to the half-global rate method (i.e. theaverage rate applicable to the total income is calculated according to progressive income tax ratesand half of the average rate is applied to the capital gains realized on the substantial participation).A disposal may include a sale, an exchange, a contribution or any other kind of alienation of theshareholding.

Capital gains realized on the disposal of the Offer Shares by resident individual holders, whoact in the course of their professional / business activity, are subject to income tax at ordinary rates.Taxable gains are determined as being the difference between the price for which the ordinaryshares have been disposed of and the lower of their cost or book value.

Luxembourg Corporate Residents

Luxembourg resident corporate shareholders (organisme a caractere collectif) of the Companymust include the dividends received and any capital gains derived from the Offer Shares, in theirtaxable profits for Luxembourg income tax assessment purposes (CIT and MBT at the maximumaggregate rate of 29.22% in 2013 for corporate shareholders having their statutory seat inLuxembourg City). The 15% withholding tax (if any) may be offset against the corporate income taxliability. Taxable gains are determined as being the difference between the sale, repurchase orredemption price and the lower of the cost or book value of the ordinary shares sold or redeemed.

However, dividends and liquidation proceeds received by Luxembourg resident corporateshareholders from the Company will be exempt from CIT and MBT in case of a participation helddirectly, or indirectly through a tax transparent vehicle (holding a participation through a taxtransparent entity is deemed to be a direct participation in the proportion of the net assets held inthis entity), representing at least 10% of the share capital of the Company or an acquisition price ofat least e1.2 million, provided that at the time the income is made available, the recipient has heldor commits to hold the participation for an uninterrupted period of at least twelve months. If theabove mentioned conditions are not met, 50% of the dividends received from the Company areexempt from CIT and MBT.

Capital gains realized upon disposal of ordinary shares by Luxembourg resident corporateshareholders will be exempted in case of a participation held directly, or indirectly through a taxtransparent vehicle (holding a participation through a tax transparent entity is deemed to be a directparticipation in the proportion of the net assets held in this entity), representing at least 10% of theshare capital of the Company or an acquisition price of at least e6 million, provided that at the timeof the disposal, the beneficiary has held or commits to hold the participation during anuninterrupted period of at least twelve months. The capital gain would remain taxable up to theaggregate amount of expenses and impairment incurred during the year of disposal and previousyears which have been deducted from the taxable base.

Luxembourg Residents Benefiting from a Special Tax Regime

Luxembourg resident shareholders of the Company that are entities benefiting from a specialtax regime, such as, (i) undertakings for collective investment subject to the amended law ofDecember 17, 2010 (Loi du 17 decembre 2010 concernant les societies de placement),(ii) specialized investment funds subject to the amended law of February 13, 2007 (Loi du 13 fevrier2007 relative aux fonds d’investissement specialises) or (iii) family wealth management companiesgoverned by the amended law of May 11, 2007 (Loi du 11 mai 2007 relative a la societie d’unesociete de gestion de patrimoine familial (SPF)) are tax exempt entities in Luxembourg and are thusnot subject to any Luxembourg income tax.

Income Taxation of Luxembourg Non-resident Shareholders

Shareholders of the Company who are non-residents of Luxembourg and who have neither apermanent establishment nor a permanent representative in Luxembourg to which or to whom theordinary shares are attributable, are generally not liable to any Luxembourg income tax (except forwithholding taxes on dividends, as described in ‘‘—Taxation of the Company—Withholding Tax onDividends’’).

As an exception, a non-resident shareholder may be liable to Luxembourg income tax oncapital gains realized on the ordinary shares if it has held, either alone or together with its spouse

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or partner and/or its minor children, directly or indirectly, at any time within the five years precedingthe disposal of the ordinary shares, more than 10% of the ordinary shares of the Company and ithas either (i) held the ordinary shares for less than six months or (ii) been a Luxembourg residenttaxpayer for more than 15 years and became a non-resident less than five years before therealization of the capital gains on the ordinary shares. Depending on its residence State, suchnon-resident shareholders might, however, claim tax treaty benefits in order to avoid Luxembourgtax on any such capital gains.

Non-resident corporate shareholders that have a permanent establishment or a permanentrepresentative in Luxembourg to which or whom the ordinary shares are attributable, must includeany income received, as well as any gain realized on the sale, disposal or redemption of ordinaryshares, in their taxable income for Luxembourg tax assessment purposes. The same inclusionapplies to individuals, acting in the course of the management of a professional or businessundertaking, who have a permanent establishment or a permanent representative in Luxembourg towhich or whom the ordinary shares are attributable. Taxable gains are determined as being thedifference between the sale, repurchase, or redemption price and the lower of the cost or bookvalue of the ordinary shares sold or redeemed.

Net Wealth Tax

Luxembourg resident shareholders and shareholders who have a permanent establishment ora permanent representative in Luxembourg to which or whom the ordinary shares are attributableare subject to Luxembourg NWT on such ordinary shares, except if such shareholder is (i) aresident or non-resident individual taxpayer, (ii) an undertaking for collective investment subject tothe amended law of December 17, 2010 (Loi du 17 decembre 2010 concernant les societies deplacement collectif), (iii) a securitization company governed by the amended law of March 22, 2004on securitization (Loi du 22 mars 2004 relative a la titrisation), (iv) a company governed by theamended law of June 15, 2004 on venture capital vehicles (Loi du 15 juin 2004 relative a la societed’investissement en capital a risque (SICAR)), (v) a specialised investment fund governed by theamended law of February 13, 2007 (Loi du 13 fevrier 2007 relative aux fonds d’investissementspecialises), (vi) a Luxembourg pension pooling vehicle governed by the amended law of July 13,2005 (Loi du 13 Juillet 2005 relative aux institutions de retraite professionnelle sous forme de societed’epargne-pension a capital variable (sepcav) et d’association d’epargne-pension (assep)) or (vii) afamily wealth management company governed by the amended law of May 11, 2007 (Loi du 11 mai2007 relative a la creation d’une societe de gestion de patrimoine familial (SPF)).

Other Taxes

No Luxembourg registration duties or similar taxes are levied on the transfer of Offer Shares.

No estate or inheritance tax is levied on the transfer of Offer Shares upon death of ashareholder of the Company in cases where the deceased was not a resident of Luxembourg forinheritance tax purposes.

Luxembourg tax may be levied on a gift or donation of ordinary shares if embodied in aLuxembourg notarial deed or otherwise registered in Luxembourg. Where a holder of Offer Sharesis a resident of Luxembourg for tax purposes at the time of his death, the ordinary shares areincluded in its taxable estate for inheritance tax or estate tax purposes.

Certain Spanish Tax Considerations

General

The following is a summary of certain Spanish tax implications of the acquisition, ownershipand disposition of Offer Shares by investors that are resident in Spain for tax purposes (‘‘SpanishHolders’’), provided the Offer Shares are listed on the Spanish Stock Exchanges. This summary isnot intended to be, nor should it be construed to be, legal or tax advice. This summary is not acomplete analysis or description of all the possible Spanish tax implications of such transactionsand does not address all tax considerations that may be relevant to all categories of potentialinvestors, some of whom may be subject to special rules (for instance, pension funds and collectiveinvestment institutions). In particular, this tax section does not address the Spanish taxconsequences applicable to partnerships or other entities that are taxed as ‘‘look through’’ entities

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(such as estates) nor the Spanish tax treatment of transactions between related parties. Similarly,this information does not take into account specific regulations established in Navarra or in thehistoric territories of the Basque Country or the specialities in place in other autonomouscommunities of Spain (including the cities of Ceuta and Melilla).

Accordingly, prospective investors in the Offer Shares should consult their own tax advisers asto the applicable tax consequences of their purchase, ownership and disposition of Offer Shares,including the effect of tax laws of any other jurisdiction, based on their particular circumstances.

The description of Spanish tax laws set forth below is based on law currently in effect in Spainas of the date of this offering memorandum, and on administrative interpretations of Spanish law.As a result, this description is subject to any changes in such laws or interpretations occurring afterthe date hereof, including changes having retrospective effect.

As used in this particular section ‘‘Certain Spanish Tax Considerations’’, the term ‘‘SpanishHolder’’ means a beneficial owner of Offer Shares:

(a) who is an individual resident for tax purposes in Spain, and who does not acquire theOffer Shares by reason of his/her employment, or a corporation resident in Spain for taxpurposes; and

(b) who is not treated as owning, direct or indirectly, 5% or more of our Shares.

Taxation on Ownership and Transfer of Offer Shares

Indirect taxation

The acquisition or subscription of Offer Shares and any subsequent transfer thereof areexempt from Transfer Tax, Stamp Duty and Value Added Tax.

Direct taxation

Individuals. Income Tax on Individuals

Taxation of dividends

According to the Spanish Income Tax on Individuals (Impuesto sobre la Renta del las PersonasFısicas; ‘‘IIT’’) Law (Ley 35/2006, de 28 de noviembre, del Impuesto sobre la Renta de las PersonasFısicas y de modificacion parcial de las leyes de los Impuestos sobre Sociedades, sobre la Rentade no Residentes y sobre el Patrimonio; ‘‘IIT Law’’), income received by a Spanish Holder in theform of dividends, shares in profits, consideration paid for attendance at general meetings of theShareholders, income from the creation or assignment of rights of use or enjoyment of the OfferShares and any other income received in his or her capacity as shareholder are considered, interalia, gross capital income.

Administration and custody expenses are deductible for IIT, except those incurred inindividualized portfolio management. Capital income is allocated to the Spanish Holder’s savings IITtaxable base. Savings IIT taxable base is taxed during 2014 at a flat rate of 21% for the first e6,000,25% between e6,001 and e24,000, and 27% for any amount in excess of e24,000. Please note thatcapital income is exempt from taxation up to an aggregate amount of e1,500. This limit isapplicable to all dividends and profit participations obtained by the taxpayer in its capacity as ashareholder during a calendar year.

Such exemption is not applicable to dividends or distributed profits arising from securitiesacquired by the shareholder during the two months prior to the dividend distribution date if, afterthat date, within the same term, the shareholder sells securities of the same type.

The payment to Spanish Holders of dividends or any other distribution is generally subject toa withholding tax on account of final IIT at the rate of 21% on its gross amount, thus without takinginto consideration the e1,500 exemption described above. Such withholding tax is fully creditablefrom the net IIT due (cuota lıquida); any amount withheld in excess of the amount of the IIT payableis refundable by the Spanish tax authorities. Such withholding taxes would be levied by the Spanishtax resident or established depositary of the Offer Shares or by the Spanish tax resident orestablished collecting agent of any income arising from the Offer Shares.

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Taxation of capital gains

Transfer of Offer Shares may trigger capital gains or losses. The taxable amount equals thedifference between the Offer Shares’ tax basis and their transfer value; Spanish IIT Law considersas transfer value the listed value of the Offer Shares as of the transfer date or, if higher, the agreedtransfer price. Costs and expenses effectively borne on the acquisition and disposal of the OfferShares are taken into account for the calculation.

Capital gains or losses arising from the transfer of Offer Shares held for more than one yearare included in the individual’s savings IIT taxable base corresponding to the period when thetransfer takes place. Savings IIT taxable base is taxed, during tax year 2014, at a flat rate of 21% forthe first e6,000, 25% between e6,001 and e24,000 and 27% for any amount in excess of e24,000.

However, capital gains or losses deriving from the transfer of Offer Shares held for less thanone year by a Spanish Holder (short-term gains or losses, as the case may be) are included insuch Spanish Holder’s general IIT taxable base, together with inter alia labour, professional orentrepreneurial income. General IIT taxable base is taxed at marginal rates (up to 52% as per theIIT Law, although, this tax rate may vary depending on the Spanish autonomous region ofresidence of the corresponding Spanish Holder). Short-term capital losses can only be offsetagainst (i) short-term capital gains; and (ii) the excess, up to 10% of the rest of the general IITtaxable base.

Capital gains deriving from the transfer of Offer Shares are not subject to withholding tax onaccount of IIT.

Please note that losses deriving from the transfer of Offer Shares admitted to trading oncertain official stock exchanges are disregarded if securities of the same kind (Shares) have beenacquired during the period between two months before and two months after the date of thetransfer which originated the loss. In these cases, capital losses will be included in the IIT taxablebase when the transfer of the remaining Offer Shares of the taxpayer takes place.

Subscription Rights

If a Spanish Holder sells any rights received, the sale proceeds reduce the tax basis of theOffer Shares to which they pertain. Any excess over the tax basis is treated as a capital gain for IITpurposes. The exercise of the rights generally is not a taxable event under Spanish law.

Spanish Wealth Tax

Individual Spanish Holders are subject to Spanish Wealth Tax (Impuesto sobre el Patrimonio)on all their assets (such as the Offer Shares) during tax year 2014.

Spanish Wealth Tax Law (Ley 19/1991, de 6 de junio, del Impuesto sobre el Patrimonio)exempts from taxation the first e700,000 of net wealth owned by an individual Spanish Holder—some additional exemptions may apply on specific assets; those exemptions do not generally applyto the Offer Shares—; the rest of the net wealth is taxed at rates ranging between 0.2% to 2.5%.However, this taxation may vary depending on the Spanish autonomous region of residence of thecorresponding Spanish Holder.

Spanish Inheritance and Gift Tax

Individuals resident in Spain for tax purposes who acquire Offer Shares by inheritance or giftis subject to Spanish Inheritance and Gift Tax (‘‘Impuesto sobre Sucesiones y Donaciones’’; ‘‘IGT’’)in accordance with the IGT Law (Ley 29/1987, de 18 de diciembre, del Impuesto sobre Sucesionesy Donaciones; ‘‘IGT Law’’), without prejudice to the specific legislation applicable in eachautonomous community. The effective tax rate, after applying all relevant factors, ranges from 7.65%to 81.6%. Some tax benefits may reduce the effective tax rate.

Corporations. Corporate Income Tax

Taxation of Dividends

According to the Corporate Income Tax (Impuesto sobre Sociedades; ‘‘CIT’’) Law (RealDecreto Legislativo 4/2004, de 5 de marzo, por el que se aprueba el texto refundido de la Ley del

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Impuesto sobre Sociedades; ‘‘CIT Law’’) dividends deriving from the Offer Shares received bycorporate Spanish Holders reduced by any expenses inherent to holding the Offer Shares, areincluded in the CIT taxable base. The general CIT tax rate is currently 30%.

Also, Spanish Holders that are CIT taxpayers are generally subject to withholding on accountof final CIT liability at a rate of 21% on the gross amount of the distributed profits. Such withholdingtax is fully creditable from the CIT payable, and if the amount of tax withheld exceeds the final CITpayable, the taxpayer is entitled to a refund. Such withholding taxes would be levied by the Spanishtax resident or established depositary of the Offer Shares or by the Spanish tax resident orestablished collecting agent of any income arising from the Offer Shares.

Income deriving from transfers of Offer Shares

The gain or loss deriving from the transfer of Offer Shares is included in the tax base of CITtaxpayers, being taxed generally at a rate of 30%.

The impairment of Offer Shares is not deductible for CIT purposes. Gains deriving from thetransfer of Offer Shares are not subject to withholding on account of CIT.

Other Spanish Taxes

Spanish Holders that are subject to CIT are not subject to Spanish Net Wealth Tax, nor to IGT.However, Spanish Holders that are subject to CIT should include the fair market value of the OfferShares received by inheritance or gift in their taxable CIT income.

Certain US Federal Income Tax Considerations

This disclosure is limited to the U.S. federal tax issues addressed herein. Additionalissues may exist that are not addressed in this disclosure and that could affect the U.S.federal tax treatment of the Company’s Shares. This tax disclosure was written in connectionwith the promotion or marketing of the Shares by the Company and it cannot be used by anyperson for the purpose of avoiding penalties that may be asserted under the Internal RevenueCode of 1986, as amended (the ‘‘Code’’). Prospective investors should seek advice based ontheir particular circumstances from independent tax advisers.

The following is a description of certain U.S. federal income tax consequences to the U.S.Holders described below of owning and disposing of the Company’s Shares, but it does notpurport to be a comprehensive description of all tax considerations that may be relevant to aparticular person’s decision to acquire Offer Shares. This discussion applies only to a U.S. Holderthat acquires Offer Shares in this offering and holds the Offer Shares as capital assets for U.S.federal income tax purposes. In addition, it does not describe all of the tax consequences that maybe relevant in light of a U.S. Holder’s particular circumstances, including alternative minimum taxconsequences, any aspect of the Medicare contribution tax on ‘‘net investment income’’ and taxconsequences applicable to U.S. Holders subject to other special rules, such as:

• certain financial institutions;

• dealers or traders in securities that use a mark-to-market method of tax accounting;

• persons holding the Company’s Shares as part of straddle, wash sale, conversiontransaction or integrated transaction or persons entering into a constructive sale withrespect to the Shares;

• persons whose functional currency for U.S. federal income tax purposes is not the U.S.dollar;

• entities classified as partnerships for U.S. federal income tax purposes;

• tax-exempt entities, including ‘‘individual retirement accounts’’ or ‘‘Roth IRAs’’;

• persons that own or are deemed to own ten percent or more of the Company’s votingstock; or

• persons holding Shares in connection with a trade or business conducted outside of theUnited States.

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If an entity that is classified as a partnership for U.S. federal income tax purposes owns theCompany’s Shares, the U.S. federal income tax treatment of a partner will generally depend on thestatus of the partner and the activities of the partnership. Partnerships owning Shares and partnersin such partnerships should consult their tax advisers as to the particular U.S. federal income taxconsequences of owning and disposing of the Company’s Shares.

This discussion is based on the Code, administrative pronouncements, judicial decisions, final,temporary and proposed Treasury regulations, and the income tax treaty between Luxembourg andthe United States (the ‘‘Treaty’’), all as of the date hereof, any of which is subject to change,possibly with retroactive effect.

A ‘‘U.S. Holder’’ is a person that, for U.S. federal income tax purposes, is a beneficial owner ofthe Company’s Shares, is eligible for the benefits of the Treaty and is:

• an individual who is a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation, created or organized in or under thelaws of the United States, any state therein or the District of Columbia; or

• an estate or trust the income of which is subject to U.S. federal income taxation regardlessof its source.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local andforeign tax consequences of owning and disposing of Shares in their particular circumstances.

Except as defined in ‘‘—Passive Foreign Investment Company Rules’’ below, this discussionassumes that the Company is not, and will not become, a passive foreign investment company, asdescribed below.

Taxation of Distributions. Distributions paid on the Company’s Shares, other than certain prorata distributions of ordinary shares, will be treated as dividends to the extent paid out of theCompany’s current or accumulated earnings and profits (as determined under U.S. federal incometax principles). Because the Company does not maintain calculations of its earnings and profitsunder U.S. federal income tax principles, it is expected that any distributions generally will bereported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to certainnon-corporate U.S. Holders may be subject to favorable tax rates if the Company is eligible for thebenefits of the Treaty. The Company will generally be eligible for Treaty benefits if at least fiftypercent of its shares are ultimately owned by certain U.S. or Luxembourg persons that are eligiblefor the benefits of the Treaty or U.S. citizens, and the deductible items of the Company paid topersons that are not entitled to the benefits of the Treaty do not exceed fifty percent of theCompany’s gross income. Non-corporate U.S. Holders should consult their tax advisers as towhether any dividends paid to them may qualify for favorable tax rates. Dividends will not beeligible for the dividends-received deduction generally available to U.S. corporations under theCode. The amount of a dividend will include any amounts withheld by the Company in respect ofLuxembourg income taxes. Dividends will generally be included in a U.S. Holder’s income on thedate of the U.S. Holder’s receipt of the dividend. The amount of any dividend paid in foreigncurrency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on thedate of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If thedividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be requiredto recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder mayhave foreign currency gain or loss if the dividend is converted into U.S. dollars after the date ofreceipt, and any such gain or loss will be U.S.-source ordinary income or loss. U.S. Holders that areentitled to receive a refund of Luxembourg taxes that were withheld from any distribution shouldconsult their tax advisers regarding the possible recognition of foreign currency gain or loss inrespect of the amount received as a refund.

Dividends will generally be foreign-source income to U.S. Holders. Subject to applicablelimitations which vary depending upon the U.S. Holder’s circumstances, Luxembourg income taxeswithheld from dividends at a rate not exceeding the applicable Treaty rate will be creditable againstthe U.S. Holder’s U.S. federal income tax liability. Luxembourg withholding taxes that arerefundable, or that are withheld at a rate exceeding the applicable Treaty rate will not be creditable.Foreign taxes eligible for credit are calculated separately with respect to specific classes of foreignsource income. The rules governing foreign tax credits are complex, and U.S. Holders should

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consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances.In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes,including Luxembourg taxes, in computing their taxable income, subject to generally applicablelimitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to allforeign taxes paid or accrued in the taxable year.

Sale or Other Taxable Disposition of Shares. For U.S. federal income tax purposes, gain orloss realized on the sale or other taxable disposition of the Company’s Shares will be capital gainor loss, and will be long-term capital gain or loss if the U.S. Holder owned the shares for more thanone year. The amount of the gain or loss will equal the difference between the U.S. Holder’s taxbasis in the shares disposed of and the amount realized on the disposition, in each case asdetermined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign taxcredit purposes. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules. Based on the nature of its business and theexpected offering price of the Offer Shares, the Company does not expect to be a ‘‘passive foreigninvestment company’’ (a ‘‘PFIC’’) for U.S. federal income tax purposes for its current taxable year orin the foreseeable future. However, because the Company’s PFIC status for any taxable year willdepend on the composition of its income and assets and the market value of its assets from time totime (which may be determined by reference to the market value of the Company’s Shares fromtime to time, which may be volatile) there can be no assurance that the Company will not be aPFIC for any taxable year.

In general, a non-U.S. corporation will be considered a PFIC for any taxable year in which(i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the averagequarterly value of its assets consists of assets that produce, or are held for the production of,passive income. For purposes of the above calculations, a non-U.S. corporation that directly orindirectly owns at least 25% by value of the shares of another corporation is treated as if it held itsproportionate share of the assets of the other corporation and received directly its proportionateshare of the income of the other corporation. Passive income generally includes dividends, interest,rents, royalties and certain gains.

Under attribution rules, if the Company were a PFIC, U.S. Holders would be deemed to owntheir proportionate shares of any subsidiary or other entity that is a PFIC and in which the Companyowns directly or indirectly equity interests (a ‘‘Lower-tier PFIC’’) and would be subject to U.S.federal income tax according to the rules described in the following paragraph on (i) certaindistributions by a Lower-tier PFIC and (ii) a disposition by the Company of shares of a Lower-tierPFIC, in each case as if the U.S. Holder held such shares directly, even though the U.S. Holdershave not received the proceeds of those distributions or dispositions directly.

If the Company is a PFIC for any taxable year during which a U.S. Holder owned theCompany’s Shares, gain recognized by a U.S. Holder on a sale or other disposition, includingcertain pledges, of Shares (or on an indirect disposition of shares of a Lower-tier PFIC) would beallocated rateably over the U.S. Holder’s holding period for the shares. The amounts allocated tothe taxable year of the sale or disposition and to any year before the Company became a PFICwould be taxed as ordinary income. The amount allocated to each other taxable year would besubject to tax at the highest rate in effect for individuals or corporations, as appropriate, for thattaxable year, and an interest charge would be imposed on the resulting tax liability with respect toeach taxable year. Further, to the extent that any distribution received by a U.S. Holder on itsShares (or a distribution by a Lower-tier PFIC that is deemed to be received by a U.S. Holder)exceeds 125% of the average of the annual distributions received or deemed received during thepreceding three years or the U.S. Holder’s holding period, whichever is shorter, that distributionwould be subject to taxation in the same manner as gain, as described immediately above.

If the Company is a PFIC for any year during which a U.S. Holder owns Shares, it generallywill continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years duringwhich the U.S. Holder owns the Shares, even if the Company ceases to meet the thresholdrequirements for PFIC status.

If the Company is a PFIC for any taxable year, certain elections may be available that wouldresult in alternative treatments (such as mark-to-market treatment of the Shares). U.S. Holdersshould consult their tax advisers to determine whether any of these elections would be available

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and if so, what the consequences of the alternative treatments would be in their particularcircumstances.

If a U.S. Holder owns Shares during any year in which the Company is a PFIC, the U.S.Holder generally will be required to file with the Internal Revenue Service annual returns containingsuch information as may be required by the U.S. Treasury.

Information Reporting and Backup Withholding. Payments of dividends and sales proceedsthat are made within the United States or through certain U.S.-related financial intermediariesgenerally are subject to information reporting, and may be subject to backup withholding, unless(i) the U.S. Holder is an exempt recipient or (ii) in the case of backup withholding, the U.S. Holderprovides a correct taxpayer identification number and certifies that it is not subject to backupwithholding. The amount of any backup withholding from a payment to a U.S. Holder will beallowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to arefund, provided that the required information is timely furnished to the Internal Revenue Service.

Certain U.S. Holders who are individuals (and under proposed regulations, certain entitiescontrolled by individuals) may be required to report information relating to their ownership of theCompany’s Shares unless the Shares are held in accounts at financial institutions (in which casethe accounts may be reportable if maintained by non-U.S. financial institutions). U.S. Holders shouldconsult their tax advisers regarding their reporting obligations with respect to the Shares.

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PLAN OF DISTRIBUTION

Underwriting Arrangements

We and the Principal Selling Shareholders entered into an underwriting agreement with theUnderwriters named below (the ‘‘underwriting agreement’’) on April 3, 2014 with respect to thenewly-issued Offer Shares being offered by us and the existing Offer Shares offered by the PrincipalSelling Shareholders and the Minority Selling Shareholders in the offering. To facilitate the sale ofthe Offer Shares to be sold by the Minority Selling Shareholders pursuant to the offering and theunderwriting agreement, we entered into a facilitation agreement with the Minority SellingShareholders and will act as their intermediary in respect of such sale of Offer Shares pursuant tothe offering and the underwriting agreement (noting that such Offer Shares and the proceeds fromthe sale thereof shall at all times remain the property of the relevant Minority Selling Shareholder).Deutsche Bank AG, London Branch and J.P. Morgan Securities plc are acting as the Joint GlobalCoordinators of the offering. Pursuant to the terms of the underwriting agreement, each Underwriterseverally and not jointly agreed to subscribe for and purchase the number of Offer Shares indicatedin the table below.

Number of Number ofShares offered Shares offered Aggregate

by the by the Selling number ofUnderwriters Company Shareholders Shares Percentage

Deutsche Bank AG, London Branch 1,707,317 11,140,242 12,847,559 35%J.P. Morgan Securities plc . . . . . . . 1,707,317 11,140,242 12,847,559 35%Jefferies International Limited . . . . . 975,611 6,365,854 7,341,465 20%Banco Santander, S.A. . . . . . . . . . 243,902 1,591,463 1,835,365 5%Societe Generale . . . . . . . . . . . . . 243,902 1,591,463 1,835,365 5%

Total . . . . . . . . . . . . . . . . . . . . . . . 4,878,049 31,829,264 36,707,313 100%

The offering price is e10.25 per Offer Share. In consideration of the agreement by theUnderwriters to subscribe for or purchase the Offer Shares, the Company and the SellingShareholders will pay to the Underwriters commissions totalling 1.5 percent of the aggregate of theOffer Price multiplied by the number of Offer Shares issued or sold, as the case may be, in theoffering (including over-allotment Shares, if and to the extent the over-allotment option is exercised).In addition, the Company and the Selling Shareholders agreed that they may, in their solediscretion, pay to the Underwriters discretionary commissions of up to 1.5 percent of the aggregateof the Offer Price multiplied by the number of Offer Shares issued or sold, as the case may be, inthe Offering (including over-allotment Shares, if and to the extent the over-allotment option isexercised) to be distributed among the Underwriters as determined by the Company and theSelling Shareholders. The amount, if any, of such discretionary commission will be determined bythe Company in respect of its Offer Shares and certain Principal Selling Shareholders in respect ofOffer Shares sold by the Selling Shareholders. The Company will agree to reimburse theUnderwriters for certain expenses incurred in connection with the offering.

The Principal Selling Shareholders and Javier Perez-Tenessa de Block have granted toJ.P. Morgan Securities plc, on behalf of the Underwriters, an option to purchase additional OfferShares representing up to 15% of the total number of Offer Shares offered by us and the SellingShareholders in the offering to cover over-allotments, if any, made in connection with the offering.Any such additional Offer Shares will be sold by the Principal Selling Shareholders and JavierPerez-Tenessa de Block pro rata to the number of Offer Shares to be sold by each of them in theoffering. J.P. Morgan Securities plc may exercise the over-allotment option, in whole or in part, onceduring the 30 days following the date of commencement to trading of the Shares on the SpanishStock Exchanges. This period is expected to commence on April 8, 2014 and to end on May 8,2014. The actual date on which the Shares will commence to trade on the Spanish StockExchanges will depend on certain regulatory approvals from the CSSF and the CNMV that arebeyond our control and may take longer than expected.

The underwriting agreement provides that the obligations of the Underwriters are subject tocertain customary conditions precedent. The underwriting agreement may be terminated by theJoint Global Coordinators upon the occurrence of certain events. If this right is exercised, theoffering (and the arrangements associated with it) will lapse and any moneys received in respect of

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the offering by us or the Selling Shareholders will be returned to applicants without interest. Inaddition, the offering will terminate if the admission of our Shares to trading on the regulatedmarkets of the Spanish Stock Exchanges and quotation on the AQS has not occurred beforeApril 30, 2014. In the cases above, where Offer Shares have already been delivered by us or theSelling Shareholders, as the case may be, and the purchase price has been paid by theUnderwriters or investors, the principal consequences of revocation of the offering are: (i) we andthe Selling Shareholders, as the case may be, would be obligated to buy back the Offer Shares atthe offering price per Offer Share from the holders of Offer Shares; and (ii) holders of Offer Shareswill have the right to sell to us or the Selling Shareholders, as the case may be, the Offer Sharesthey purchased at the offering price per Offer Share. Except as set out above, none of theCompany, the Selling Shareholders, or the Underwriters shall be liable to any person as a result ofthe revocation of the offering.

The Offer Shares have not been registered under the Securities Act or with any securitiesregulatory authority of any state of the United States, and may not be offered or sold within theUnited States unless the Offer Shares are registered under the Securities Act or an exemption fromthe registration requirements of the Securities Act is available. The Underwriters have advised usthat they propose to resell the Offer Shares initially at the offering price set forth herein (i) outsidethe United States in offshore transactions as defined in, and in compliance with, Regulation S underthe Securities Act and (ii) in the United States to persons reasonably believed to be qualifiedinstitutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A under the Securities Act orpursuant to another exemption from, or in a transaction not subject to, the requirements of theSecurities Act. Any offer or sale of the Offer Shares in reliance on Rule 144A will be made bybroker-dealers who are registered as such under the Exchange Act. In addition, until the end of the40th calendar day after commencement of the offering, an offering or sale of the Offer Shares withinthe United States by a dealer (whether or not participating in the offering) may violate theregistration requirements of the Securities Act if such offer or sale is made otherwise than inaccordance with Rule 144A under the Securities Act.

We and the Principal Selling Shareholders have each given certain representations, warrantiesand undertakings to the Underwriters and agreed to indemnify the Underwriters against certainliabilities, including liabilities under applicable securities laws that may arise in connection with theoffering.

Pricing of the Offering

Prior to the offering, there was no public market for our Shares. The offering price indicated onthe cover of this offering memorandum has been agreed by the Joint Global Coordinators, us (forourselves and for the Minority Selling Shareholders) and the Principal Selling Shareholders, and noindependent experts were consulted in determining the offering price. Among the factorsconsidered in agreeing the offering price were our future prospects and the prospects of ourindustry in general, our revenue, profit and certain other financial and operating information inrecent periods, and the financial ratios, market prices of securities and certain financial andoperating information of companies engaged in activities similar to ours. There can be noassurance that the prices at which our Shares will sell in the public market after the offering will notbe lower than the offer price or that an active trading market in our Shares will develop andcontinue after the offering.

Settlement and Admission to Trading

We expect that on or about April 4, 2014, purchasers will become unconditionally obligated topay for, and entitled to receive delivery of, Offer Shares purchased in the offering. In order toexpedite the registration and listing of the Shares, Deutsche Bank AG, London Branch in itscapacity as prefunding bank acting in the name and on behalf of the Underwriters, and eachUnderwriter acting on behalf of the final purchasers, will subscribe and pay for the new OfferShares on such date. Payment for such Offer Shares is expected to be made to us in our accountat BNP Paribas, as agent bank. We expect that all of the Shares sold in the offering, including thosesubscribed by Deutsche Bank AG, London Branch on such date, will be delivered against paymenton or about April 10, 2014 to the ultimate purchasers through the facilities of Iberclear and that ourShares will commence trading on the Spanish Stock Exchanges on or about April 8, 2014 underthe symbol ‘‘EDR’’. The date on which the Shares will commence to trade on the Spanish Stock

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Exchanges will depend on certain regulatory approvals from the CSSF and the CNMV that arebeyond our control and may take longer than expected.

Lock-Up Periods

We have agreed that, without the prior written consent of the Joint Global Coordinators, whichconsent shall not be unreasonably withheld, we will not, during the period commencing on April 3,2014 and ending 180 days following the listing of the Shares on the Spanish Stock Exchanges,directly or indirectly issue, offer, pledge, sell, contract to sell, sell any option or contract topurchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,lend or otherwise transfer or dispose of any of our Shares or any securities convertible into orexercisable or exchangeable for our Shares, file any registration statement with respect to any ofthe foregoing or enter into any swap or any other agreement or any transaction that transfers, inwhole or in part, directly or indirectly, the economic consequence of ownership of our Shares;provided, however, the foregoing restrictions shall not apply to the issue of Shares pursuant to theoffering or the Shareholder Reorganization.

The Principal Selling Shareholders have agreed with the Underwriters to similar restrictionsfrom April 3, 2014 and ending 180 days following the listing of the Shares on the Spanish StockExchanges, provided, however, that the restrictions shall not apply in the event of (a) the transfer ofShares in connection with the offering (including as a result of the lending of Shares by thePrincipal Selling Shareholders to the Joint Global Coordinators (on behalf of the Underwriters) inconnection with the offering and as a result of the exercise of the over-allotment option);(b) transfers of Shares among affiliated companies (within the meaning of Article 4 of the LMV),provided that the transferees of such Shares agree to be bound by restrictions similar to thoseprovided for in the underwriting agreement; (c) accepting a general offer made to all holders ofissued and allotted Shares for the time being (other than Shares held or contracted to be acquiredby the offeror or its associates) on terms which treat all such holders alike; (d) executing anddelivering an irrevocable commitment or undertaking to accept a general offer (without any furtheragreement to transfer or dispose of any Shares or any interest therein) as is referred to insubparagraph (c) above; (e) selling or otherwise disposing of Shares pursuant to any offer by theCompany to purchase its own Shares which is made on identical terms to all holders of Shares;(f) transferring or disposing of Shares pursuant to a compromise or arrangement between theCompany and its creditors or any class of them or between the Company and its members or anyclass of them which is agreed to by the creditors or members and (where required) sanctioned bythe court under applicable law; (g) taking up Shares or other rights and disposing of any rightsgranted in respect of a rights issue or other pre-emptive share offering by the Company;(h) entering into and performing transactions contemplated by, the Stock Lending Agreement (assuch term is defined in the underwriting agreement); (i) transfers of Shares by any of the ArdianVehicles, Willinvest & GMPI, the Five Arrows Vehicles and Luxgoal 2 to certain former managers ofGoVoyages or their immediate family members or affiliates in connection with the settlement ofcertain existing earn-out rights of such managers or immediate family members or affiliates providedthat such managers enter into a lock-up undertaking substantially consistent with the lock-upundertaking, together with exceptions, described in this paragraph in respect of the Shares receivedfor the then remaining lock-up period applicable to the transferor, or (j) any transfer or disposal ofShares in connection with the Shareholder Reorganization.

Each member of our Senior Management Leadership Team has agreed with the Underwritersto similar restrictions from April 3, 2014 and ending 360 days following the listing of the Shares onthe Spanish Stock Exchanges, which restrictions shall not apply in the event of (a) the transfer ofShares in connection with the offering; (b) accepting a general offer made to all holders of issuedand allotted Shares for the time being (other than Shares held or contracted to be acquired by theofferor or its associates) on terms which treat all such holders alike; (c) executing and delivering anirrevocable commitment or undertaking to accept a general offer (without any further agreement totransfer or dispose of any Shares or any interest therein) as is referred to in sub-clause (b) above;(d) selling or otherwise disposing of Shares pursuant to any offer by the Company to purchase itsown Shares which is made on identical terms to all holders of Shares; (e) taking up Shares or otherrights and disposing of any rights granted in respect of a rights issue or other pre-emptive shareoffering by the Company; (f) any transfer of Shares notified in writing in advance to the Joint GlobalCoordinators and the Company and to which the Joint Global Coordinators give their prior consent

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in writing (such consent not to be unreasonably withheld or delayed); (g) any transfer of Sharespursuant to an intervening court order; (h) any transfer of Shares by way of gift to certain persons,including family members and persons acting in the capacity of trustee of a trust created by suchindividual, provided that the transferee agrees to be bound by the lock-up obligations described inthis paragraph; (i) any transfer of Shares by personal representatives of an individual who diesduring the lock-up period or (j) any transfer or disposal of Shares in connection with theShareholder Reorganization. In addition, with respect to Javier Perez-Tenessa de Block, the lock-uprestrictions shall additionally not apply to the delivery of Shares as a result of the lending of Sharesto J.P. Morgan Securities plc (on behalf of the Underwriters) in connection with (1) the offering andas a result of the exercise of the over-allotment option; or (2) entering into, and performingtransactions contemplated by, the Stock Lending Agreement (as such term is defined in theunderwriting agreement).

In addition to the lock-up arrangements entered into for the benefit of the Underwriters,approximately 100 Minority Selling Shareholders who are current employees of the eDreamsODIGEO Group, including the members of our Senior Management other than our SeniorManagement Leadership Team, have agreed with the Company to substantially the samerestrictions and be subject to substantially the same exceptions as the lock-up arrangement enteredinto by our Senior Management Leadership Team for a period of 360 days following the listing ofthe Shares on the Spanish Stock Exchanges. The Company has also entered into a substantiallysimilar lock-up arrangement with James Hare, one of our Directors, for a period of 180 daysfollowing the listing of the Shares on the Spanish Stock Exchanges.

Stabilization

In connection with the offering, J.P. Morgan Securities plc, as stabilization agent acting onbehalf of itself and the other Underwriters may, to the extent permitted by applicable law, at itsdiscretion engage in transactions that stabilize, support, maintain or otherwise affect the price of theOffer Shares for a period of 30 calendar days from the date the Shares (including the Offer Shares)commence to trade on the Spanish Stock Exchanges. The stabilization period is expected tocommence on April 8, 2014 and to end on May 8, 2014. Such transactions may be effected on theSpanish Stock Exchanges, the over-the-counter market or otherwise. Except as required by law,none of J.P. Morgan Securities plc, any of its agents or any of the Underwriters intends to disclosethe extent of any stabilization and/or over-allotment transactions in connection with the offering.

These stabilization activities may raise or maintain the market price of the Offer Shares aboveindependent market levels or prevent or retard a decline in the market price of the Shares(including the Offer Shares). None of J.P. Morgan Securities plc, any of its agents or any of theUnderwriters is required to engage in these activities and, if commenced, these activities may bediscontinued at any time. There can be no assurance that any such activities will be undertaken.Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Shares.

Interests of Participating Parties in this Offering

Certain of the Underwriters and their affiliates may from time to time engage in transactionswith, and perform services for, us and the Group in the ordinary course of their business. Inaddition, the Underwriters and their respective affiliates have performed, and may in the futureperform, various financial advisory, investment banking, commercial banking or other services for usand the Group, for which they have received and are likely to continue to receive customary feesand expenses.

Dealings for Own Accounts

In connection with the offering, the Underwriters and any of their respective affiliates acting asan investor for its or their own account(s) may subscribe for or purchase Offer Shares and, in thatcapacity, may retain, purchase, sell, offer to sell, or otherwise deal for its or their own account(s) insuch securities, any other securities of our company or other related investments in connection withthe offering or otherwise. Accordingly, references in this offering memorandum to the Offer Sharesbeing offered or placed should be read as including any offering or placement of Offer Shares toany of the Underwriters or any of their respective affiliates acting in such capacity. The Underwriters

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do not intend to disclose the extent of any such investment or transaction otherwise than inaccordance with any legal or regulatory obligation to do so.

Relationships Between the Company, the Selling Shareholders and the Underwriters

From time to time certain of the Underwriters and their respective affiliates may have providedus, the Selling Shareholders and our and their respective affiliates with investment banking,commercial banking and other advisory services. They may provide us, the Selling Shareholdersand our and their respective affiliates with similar or other services and engage in similar activities inthe future. In connection with the offering, each of the Underwriters and any affiliate acting as aninvestor for its own account may take up Offer Shares and in that capacity may retain, purchase orsell such Offer Shares (or related investments), for its own account and may offer or sell such OfferShares (or other investments) otherwise than in connection with the offering.

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TRANSFER AND SELLING RESTRICTIONS

Transfer Restrictions

The Offer Shares have not been, and will not be, registered under the Securities Act or withany securities regulatory authority of any state of the United States, and may not be offered or soldwithin the United States unless the Offer Shares are registered under the Securities Act or anexemption from the registration requirements of the Securities Act is available. In the United States,the Offer Shares will be sold only to persons reasonably believed to be QIBs in reliance onRule 144A under the Securities Act or pursuant to another exemption from, or in a transaction notsubject to, the requirements of the Securities Act. All offers and sales of Offer Shares outside theUnited States will be made in compliance with Regulation S under the Securities Act.

In addition, until the end of the 40th calendar day after commencement of the offering, anoffering or sale of Offer Shares within the United States by a dealer (whether or not participating inthe offering) may violate the registration requirements of the Securities Act if such offer or sale ismade otherwise than in accordance with Rule 144A under the Securities Act.

Notice to Rule 144A Investors

Each purchaser of Offer Shares within the United States purchasing pursuant to Rule 144Aunder the Securities Act or another exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act will be deemed to have represented and agreed thatit has received a copy of this offering memorandum and such other information as it deemsnecessary to make an informed investment decision and that:

a) such purchaser acknowledges that the Offer Shares have not been, and will not be,registered under the Securities Act or with any securities regulatory authority of any stateof the United States and that the Offer Shares may not be offered, sold, pledged orotherwise transferred, directly or indirectly, other than in accordance with paragraph Dbelow;

b) such purchaser (i) is a QIB, and (ii) is aware that the sale to it is being made in relianceon Rule 144A and (iii) is acquiring the Offer Shares for its own account or for the accountor benefit of one or more QIBs;

c) the Offer Shares are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) and norepresentation is made as to the availability of the exemption provided by Rule 144 forresales of any Offer Shares;

d) if, in the future, such purchaser decides to offer, resell, pledge or otherwise transfer suchOffer Shares, such Offer Shares may be offered, sold, pledged or otherwise transferredonly (i) to a person who is reasonably believed to be a QIB in a transaction meeting therequirements of Rule 144A, (ii) in an offshore transaction in compliance with Regulation S,or (iii) in accordance with Rule 144 under the Securities Act (if available), in each case inaccordance with all applicable securities laws of the United States;

e) such purchaser will not deposit or cause to be deposited such Offer Shares into anydepositary receipt facility established or maintained by a depositary bank other than aRule 144A restricted depositary receipt facility, so long as such Offer Shares are‘‘restricted securities’’ within the meaning of Rule 144(a)(3); and

f) the Company shall not recognize any offer, sale, pledge or other transfer of the OfferShares made other than in compliance with the above-stated restrictions.

Notice to Regulation S Investors

Each purchaser of Offer Shares pursuant to Regulation S will be deemed to have representedand agreed that it has received a copy of the offering memorandum and such other information asit deems necessary to make an informed investment decision and that:

a) the Offer Shares have not been, and will not be, registered under the Securities Act orwith any securities regulatory authority of any state of the United States;

234

b) such purchaser is purchasing the Offer Shares in an ‘‘offshore transaction’’ (as defined inRegulation S);

c) the purchaser is aware of the restrictions on the offer and sale of the Offer Sharespursuant to Regulation S described in this offering memorandum; and

d) the Company shall not recognize any offer, sale, pledge or other transfer of the OfferShares made other than in compliance with the above-stated restrictions.

Selling Restrictions

European Economic Area

In relation to each member state of the European Economic Area that has implemented theProspectus Directive (each, a ‘‘Relevant Member State’’), with effect from and including the date onwhich the Prospectus Directive was implemented in that Relevant Member State (the ‘‘RelevantImplementation Date’’), no Offer Shares have been offered or will be offered pursuant to the offer tothe public in that Relevant Member State prior to the publication of a prospectus in relation to theOffer Shares which has been approved by the competent authority in that Relevant Member Stateor, where appropriate, approved in another Relevant Member State and notified to the competentauthority in the Relevant Member State, all in accordance with the Prospectus Directive, except thatwith effect from and including the Relevant Implementation Date, offers of Offer Shares may bemade to the public in that Relevant Member State at any time under the following exemptions underthe Prospectus Directive, if they are implemented in that Relevant Member State:

a) to any legal entity which is a qualified investor, as defined in the Prospectus Directive;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined in theProspectus Directive) in such Relevant Member State subject to obtaining the priorconsent of the Underwriters for any such offer; or

c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Offer Shares shall result in a requirement for the publication bythe Company or the Underwriters of a prospectus pursuant to Article 3 of the Prospectus Directiveor supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For this purpose, the expression ‘‘an offer of any shares to the public’’ in relation to any OfferShares in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and any Offer Shares to be offered so as to enablean investor to decide to subscribe for any Offer Shares, as the same may be varied in that RelevantMember State by any measure implementing the Prospectus Directive in that Relevant MemberState. The expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and any amendmentsthereto, including the 2010 PD Amending Directive and includes any relevant implementingmeasure in each Relevant Member State and the expression ‘‘2010 PD Amending Directive’’ meansDirective 2010/73/EU.

United Kingdom

This offering memorandum is only being distributed to, and is only directed at, persons in theUnited Kingdom who are ‘‘qualified investors’’ as defined in Section 86(7) of the Financial Servicesand Markets Act 2000, as amended (the ‘‘FSMA’’) or otherwise in circumstances which do notrequire the publication by the Company of a prospectus pursuant to Section 85(1) of the FSMA.

In the United Kingdom, this offering memorandum is only being distributed to, and is onlydirected at, and any investment or investment activity to which this offering memorandum relates isavailable only to, and will be engaged in only with, persons (i) having professional experience inmatters relating to investments who fall within the definition of ‘‘investment professionals’’ inArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the‘‘Order’’); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, orother persons to whom it may otherwise be lawfully communicated (all such persons togetherbeing referred to as ‘‘Relevant Persons’’). Persons who are not Relevant Persons should not takeany action on the basis of this offering memorandum and should not act or rely on it.

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Buyer’s Representation

Each person in a Relevant Member State who receives any communication in respect of, orwho acquires any Offer Shares under, the offers contemplated in this offering memorandum will bedeemed to have represented, warranted and agreed to and with each manager and the Companythat:

a) it is a qualified investor within the meaning of the law in that Relevant Member Stateimplementing Article 2(1)(e) of the Prospective Directive; and

b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term isused in Article 3(2) of the Prospectus Directive, (i) the Offer Shares acquired by it in theoffer have not been acquired on behalf of, nor have they been acquired with a view totheir offer or resale to, persons in any Relevant Member State other than qualifiedinvestors, as that term is defined in the Prospectus Directive, or in circumstances in whichthe prior consent of the Underwriters has been given to the offer or resale; or (ii) whereOffer Shares have been acquired by it on behalf of persons in any Relevant Member Stateother than qualified investors, the offer of those Offer Shares to it is not treated under theProspectus Directive as having been made to such persons.

For the purposes of this representation, the expression ‘‘Prospectus Directive’’ means Directive2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive) andincludes any relevant implementing measure in each Relevant Member State and the expression‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU.

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ENFORCEMENT OF CIVIL LIABILITIES

The Company is a public limited liability company (societe anonyme) organized under the lawsof the Grand Duchy of Luxembourg and its assets are located primarily outside the United States.In addition, the members of the Company’s Board of Directors are non-residents of the UnitedStates whose assets are located primarily outside the United States. As a result, it may not bepossible for investors to effect service of process within the United States upon the Company orsuch persons or to enforce against them or the Company judgments of courts of the United States,whether predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or other laws of the United States or any state thereof.

Although there is no treaty between Luxembourg and the United States regarding thereciprocal enforcement of judgments, a valid, final and conclusive judgment against the Companyobtained from a state or federal court of the United States, which judgment remains in full force andeffect, may be enforced through a court of competent jurisdiction in Luxembourg, subject tocompliance with the enforcement procedures set forth in article 678 et seq. of the Luxembourg NewCode of Civil Procedure, as follows:

• the foreign court must properly have had jurisdiction to hear and determine the matter, bothaccording to its own laws and to the Luxembourg international private law conflict ofjurisdiction rules;

• the foreign court must have applied the law which is designated by the Luxembourg conflictof laws rules (although some first instance decisions rendered in Luxembourg, which havenot been confirmed by the Court of Appeal, no longer apply this condition) or, at least, theorder must not contravene the principles underlying those rules;

• the decision of the foreign court must be enforceable (executoire) in the jurisdiction in whichit was rendered;

• the decision of the foreign court must not have been obtained by fraud, but in compliancewith the rights of the defendant and in compliance with its own procedural laws; and

• the decisions and the considerations of the foreign court must not be contrary toLuxembourg international public policy rules or have been given in proceedings of a tax,penal or criminal nature (which would include awards of damages made under civil liabilitiesprovisions of the U.S. federal securities laws, or other laws, to the extent that the samewould be classified by Luxembourg courts as being of a penal or punitive nature (forexample, fines or punitive damages)). Ordinarily an award of monetary damages would notbe considered as a penalty, but if the monetary damages include punitive damages, suchpunitive damages may be considered as a penalty.

If an original action is brought in Luxembourg, without prejudice to specific conflict of lawrules, Luxembourg courts may refuse to apply the designated law if the choice of such foreign lawwas not made bona fide or (i) if the foreign law was not pleaded and proved or (ii) if pleaded andproved, such foreign law was contrary to mandatory Luxembourg laws or incompatible withLuxembourg public policy rules. In an action brought in Luxembourg on the basis of U.S. federal orstate securities laws, Luxembourg courts may not have the requisite power to grant the remediessought.

LEGAL MATTERS

Certain matters governed by U.S. federal and English law will be passed on for us by DavisPolk & Wardwell London LLP, our U.S. and English counsel, and for the Underwriters byLinklaters LLP, U.S. and English counsel to the Underwriters.

The validity of the Shares and certain matters governed by Luxembourg law will be passed onfor us by Clifford Chance, our Luxembourg counsel.

The validity of certain matters governed by Spanish law will be passed on for us by UrıaMenendez Abogados, S.L.P., our Spanish counsel.

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INDEPENDENT AUDITORS

The Consolidated Annual Financial Statements included elsewhere in this offeringmemorandum have been audited by Deloitte Audit S.a r.l., independent auditors of the Company,as stated in their reports appearing elsewhere in this offering memorandum. See ‘‘Presentation ofFinancial and Other Data’’. Deloitte Audit S.a r.l. is a current member of the Institut des Reviseursd’Entreprises, the national member body for Luxembourg of the International Federation ofAccountants. Deloitte Audit S.a r.l. is on the public register of authorized audit firms held by theCommission de Surveillance due Secteur Financier.

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INDEX TO FINANCIAL STATEMENTS

Consolidated Interim Financial Statements as of December 31, 2013 and for the nine-month period ended December 31, 2013 (unaudited)

Report of the reviseur d’entreprises agree . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Consolidated statement of other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . F-7Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10

Consolidated Annual Financial Statements as of and for the years ended March 31,2013 and 2012 (audited)

Report of the reviseur d’entreprises agree . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-45Consolidated statement of other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . F-46Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-47Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-48Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-49

F-1

15NOV201217532999

26SEP201313144225

27NOV201215543547

Deloitte AuditSociété à responsabilité limitée

560, rue de NeudorfL-2220 LuxembourgBP 1173L-1011 Luxembourg

Tel +352 451 451Fax +352 451 452 992www.deloitte.lu

To the Board of Directors ofeDreams ODIGEO, S.A.(formerly LuxGEO Parent S.a r.l.)282, route de LongwyL-1940 Luxembourg

REVIEW REPORT ON CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Introduction

We have reviewed the accompanying condensed interim consolidated statement of financialposition of eDreams ODIGEO, S.A. as of December 31 , 2013 and the related condensed interimconsolidated statements of income, other comprehensive income, changes in equity and cash flowsfor the nine month period then ended and the other explanatory notes. The Board of Directors isresponsible for the preparation and fair presentation of the condensed interim consolidated financialstatements in accordance with International Accounting Standard 34, Interim Financial Reporting, asadopted in the European Union. Our responsibility is to express a conclusion on condensed interimconsolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on ReviewEngagements 2410, Review of Interim Financial Information Performed by the Independent Auditoras adopted by the Institut des Reviseurs d’Entreprises. A review of interim financial informationconsists of making inquiries, primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures. A review is substantially less in scope than anaudit conducted in accordance with International Standards on Auditing and consequently does notenable us to obtain assurance that we would become aware of all significant matters that might beidentified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that theaccompanying condensed interim consolidated financial statements are not prepared, in all materialrespects, in accordance with International Accounting Standard 34, Interim Financial Reporting, asadopted in the European Union.

For Deloitte Audit, Cabinet de revision agree

Marco Crosetto, Reviseur d’entreprises agreePartner

March 14, 2014

Société à responsabilité limitée au capital de 35.000 €RCS Luxembourg B 67.895Autorisation d’établissement 10022179

F-2

7MAR201421084726

eDreams ODIGEO (formerly LuxGeo Parent S.a r.l.)

and Subsidiaries

Condensed Interim Consolidated Financial Statements

and Notes for the nine-month period ended December 31, 2013

Registered office:282, route de LongwyL-1940 Luxembourg

R.C.S. Luxembourg B N� 159 036Subscribed Capital: e 234,862,115

As of March 14, 2014 the Board of Directors formally prepared and signed these CondensedInterim Consolidated Financial Statements for the nine-month period ended December 31, 2013.

F-3

7MAR201421084726

INDEX

INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Condensed Interim Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Condensed Interim Consolidated Statement of Other Comprehensive Income . . . . . . . . . . . . F-7

Condensed Interim Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . F-8

Condensed Interim Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . F-9

Condensed Interim Consolidated Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10

1. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11

2. Significant Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-112.1 Significant events during the nine-month period ended December 31, 2013 . . . . F-112.2 Significant events during the year ended March 31, 2013 . . . . . . . . . . . . . . . . . F-11

3. Basis of Presentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-123.1 Framework of preparation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-123.2 Accounting principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-123.3 New and revised International Financial Reporting Standards . . . . . . . . . . . . . . . F-133.4 Changes in consolidation perimeter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-133.5 Comparative information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14

4. Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14

5. Seasonality of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16

6. Segment Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-166.1 Segment revenue and revenue margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-176.2 Geographical information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-186.3 Other financial disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18

7. Depreciation, Amortization and Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19

8. Other Operating Income/(Expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19

9. Non-Recurring Income/(Expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20

10. Financial and Similar Income and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20

11. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-21

12. Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-21

13. Impairment of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2213.1 Main assumptions used in the financial projections . . . . . . . . . . . . . . . . . . . . . . F-2213.2 Key assumptions used and sensitivity analysis . . . . . . . . . . . . . . . . . . . . . . . . . F-23

14. Cash and Cash Equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-24

15. Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2415.1 Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2415.2 Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2515.3 Option premium in convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2515.4 Equity-settled share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2515.5 Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-25

16. Borrowings and Debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2616.1 Debt by type . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2616.2 Credit lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2716.3 Debt by maturity date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-28

F-4

7MAR201421084726

16.4 Fair value of borrowings and debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2916.5 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

17. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

18. Business Combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3018.1 Acquisition of ODIGEO Paris Meta S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

19. Off-Balance Sheet Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3219.1 Operating lease commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3219.2 Other off-balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-32

20. Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3320.1 Transactions and balances with related parties . . . . . . . . . . . . . . . . . . . . . . . . . F-3320.2 Directors and key management compensation . . . . . . . . . . . . . . . . . . . . . . . . . F-35

21. Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36

22. Subsequent Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36

23. Consolidation Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-37

F-5

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eDreams ODIGEO and Subsidiaries

FINANCIAL STATEMENTS

(Thousands of Euros)

Condensed Interim Consolidated Income Statement

for the nine-month period ended December 31, 2013

December DecemberNotes 2013 2012

Operating income

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4&6 355,957 355,698

Operating expenses

Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,051) (87,554)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,044) (45,784)Depreciation and amortization and loss on disposals of

non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (19,441) (17,300)Impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (12,246) (51)Other operating income / (expenses) . . . . . . . . . . . . . . . . . . . 8 (178,864) (147,525)

Recurrent operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,311 57,484

Other income / (expenses) non-recurrent . . . . . . . . . . . . . . . . 9 (1,809) (2,615)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869

Financial and similar income and expenses

Financial cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (45,055) (41,151)Financial Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 72 265Other financial income / (expenses) . . . . . . . . . . . . . . . . . . . . 10 (1,970) (4,629)Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 — (32)

Profit/(loss) before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,549 9,322

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,677) (7,212)

Profit/(loss) for the year from continuing operations . . . . . . . (9,128) 2,110

Profit for the year from discontinued operations net of taxes(net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Consolidated profit/(loss) for the year . . . . . . . . . . . . . . . . . . (9,128) 2,110

Non controlling interest—Result . . . . . . . . . . . . . . . . . . . . . . — 68

Profit and loss attributable to the parent company . . . . . . . . . (9,128) 2,178

The notes on pages F-11 to F-38 are an integral part of these condensed interim consolidatedfinancial statements.

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Condensed Interim Consolidated Statement of Other Comprehensive Income


December 2013 December 2012

Consolidated profit/(loss) for the year (from the incomestatement) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,128) 2,178

Income and expenses recorded directly in equity

For cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (130)Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,359) 2,552For actuarial gains and losses (pensions) . . . . . . . . . . . . . . . — —Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 39

(6,359) 2,461

Total recognized income and expenses . . . . . . . . . . . . . . . (15,487) 4,639

a) Attributable to the parent company . . . . . . . . . . . . . . . . . (15,487) 4,571b) Attributable to minority interest . . . . . . . . . . . . . . . . . . . . — 68


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F-8




Condensed Interim Consolidated Statement of Financial Position

at December 31, 2013

ASSETS Notes December 2013 March 2013 EQUITY AND LIABILITIES Notes December 2013 March 2013

Non-current assets Shareholder’s EquityGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . 11 879,927 876,116 Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,862 234,007Other intangible assets . . . . . . . . . . . . . . . . 12 299,467 310,261 Additional paid-in capital . . . . . . . . . . . . . . . 238,849 237,939Tangible assets . . . . . . . . . . . . . . . . . . . . . 5,632 5,087 Retained earnings . . . . . . . . . . . . . . . . . . . (100,843) (80,797)Non-current financial assets . . . . . . . . . . . . . 4,783 4,996 Net income / (loss) . . . . . . . . . . . . . . . . . . . (9,128) (23,330)Deferred tax assets . . . . . . . . . . . . . . . . . . 4,719 10,750 Foreign currency translation reserve . . . . . . . 2,431 8,790

Other non-current assets . . . . . . . . . . . . . . . 11,819 12,284 366,171 376,609

1,206,347 1,219,494 Non controlling interest . . . . . . . . . . . . . . . . — —

15 366,171 376,609

Non-current liabilitiesNon-current financial liabilities . . . . . . . . . . . 16 597,323 584,921Non current provisions . . . . . . . . . . . . . . . . 17 16,272 14,456Deferred revenue . . . . . . . . . . . . . . . . . . . . 36,863 39,645Deferred tax liabilities . . . . . . . . . . . . . . . . . 64,588 66,963

715,046 705,985

Current assets . . . . . . . . . . . . . . . . . . . . . . Current liabilitiesTrade and other receivables . . . . . . . . . . . . . 66,211 114,140 Trade and other payables . . . . . . . . . . . . . . 254,751 393,780Current tax assets . . . . . . . . . . . . . . . . . . . 11,114 8,066 Current provisions . . . . . . . . . . . . . . . . . . . 17 2,181 1,874Financial assets . . . . . . . . . . . . . . . . . . . . . 72 71 Current taxes payables . . . . . . . . . . . . . . . . 15,198 9,465Cash and cash equivalent . . . . . . . . . . . . . . 14 89,649 159,201 Current financial liabilities . . . . . . . . . . . . . . 16 20,046 13,259

167,046 281,478 292,176 418,378

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . 1,373,393 1,500,972 TOTAL EQUITY AND LIABILITIES . . . . . . . . . . 1,373,393 1,500,972

The notes on pages F-11 to F-38 are an integral part of these condensed interim consolidated financial statements.

7MAR201421084726

eDreams ODIGEO and SubsidiariesFINANCIAL STATEMENTS

(Thousands of Euros)Condensed Interim Consolidated Statement of Changes in Equity

at December 31, 2013

Share Other ForeignPremium & Profit & Loss equity currency Non

Share Other for the instruments translation controllingCapital Reserves period (Note 15.3) reserve interest Total Equity

Closing balance at March 31,2012 . . . . . . . . . . . . . . . . . 232,507 192,382 (64,256) 26,012 71 512 387,228

Total recognized income /(expenses) . . . . . . . . . . . . — — 2,178 — 2,461 — 4,639

Increases / (Decreases) onbusiness combinations . . . — — — — — (512) (512)

Other operations withmembers or owners

Operations with members orowners . . . . . . . . . . . . . . . — — — — — (512) (512)

Payments based on equityinstruments . . . . . . . . . . . — 2,081 — — — — 2,081

Allocation of result and othertransfers between equityitems . . . . . . . . . . . . . . . — (64,143) 64,256 — (113) — —

Other changes . . . . . . . . . . — 6 — — — — 6Other changes in equity . . . . . — (62,056) 64,256 — (113) — 2,087

Closing balance atDecember 31, 2012 . . . . . . . 232,507 130,326 2,178 26,012 2,419 — 393,442

Total recognized income /(expenses) . . . . . . . . . . . . — — (25,508) — 6,371 — (19,137)

Capital Increases /(Decreases) . . . . . . . . . . . 1,500 — — — — — 1,500

Other operations withmembers or owners

Operations with members orowners . . . . . . . . . . . . . . . 1,500 — — — — — 1,500

Preference dividends(note 15) . . . . . . . . . . . . . — 42 — — — — 42


Other changes . . . . . . . . . . — (607) — — — — (607)Other changes in equity . . . . . — 804 — — — — 804

Closing balance at March 31,2013 . . . . . . . . . . . . . . . . . 234,007 131,130 (23,330) 26,012 8,790 — 376,609

Total recognized income /(expenses) . . . . . . . . . . . . — — (9,128) — (6,359) — (15,487)

Capital Increases /(Decreases) (Note 15) . . . . 855 910 — — — — 1,765

Operations with members orowners . . . . . . . . . . . . . . . 855 910 — — — — 1,765


Allocation of result . . . . . . . . — (23,330) 23,330 — — — —Other changes . . . . . . . . . . — (125) — — — — (125)Other changes in equity . . . — (20,046) 23,330 — — — 3,284

Closing balance atDecember 31, 2013 . . . . . . . 234,862 111,994 (9,128) 26,012 2,431 — 366,171


F-9

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Condensed Interim Consolidated Cash Flow Statement



Net Profit / (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,128) 2,178

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 19,441 17,300Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,246 51Other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,670 1,671Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,677 7,212Gain or loss on disposal of assets . . . . . . . . . . . . . . . . . . . — —Finance (Income) / Loss . . . . . . . . . . . . . . . . . . . . . . . . . . 46,953 45,515Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32Expenses related to share based payments . . . . . . . . . . . . 3,409 2,081Other non cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 —Changes in working capital . . . . . . . . . . . . . . . . . . . . . . . . (90,861) (52,559)Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,644) (7,353)

Net cash from operating activities . . . . . . . . . . . . . . . . . . . (13,236) 16,128

Acquisitions of intangible and tangible assets . . . . . . . . . . . (15,794) (11,134)Proceeds on Disposal of tangible and intangible assets . . . 1 11Acquisitions of financial assets . . . . . . . . . . . . . . . . . . . . . (66) (106)Payments/ Proceeds from disposals of financial assets . . . . 854 7Acquisitions of subsidiaries net of cash acquired . . . . . . . . (13,390) (13)Disposal of subsidiaries net of cash disposed . . . . . . . . . . — (1,096)Cash effect of change in consolidation method . . . . . . . . . — (89)

Net cash flow from / (used) in investing activities . . . . . . . (28,395) (12,420)

Proceeds of issues of shares . . . . . . . . . . . . . . . . . . . . . . 1,765 —Borrowings drawdown . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Reimbursement of borrowings . . . . . . . . . . . . . . . . . . . . . . (214) (10,431)Payment for derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Interests and other financial expenses paid . . . . . . . . . . . . (31,702) (33,525)Interests received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183 424Fees paid on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (914) —Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Net cash flow from / (used) in financing activities . . . . . . . (30,882) (43,532)

Net increase / (decrease) in cash and cash equivalent . . . (72,513) (39,824)

Cash and cash equivalents at beginning of period . . . . . . . 159,157 119,346Effect of foreign exchange rate changes . . . . . . . . . . . . . . (1,481) 526

Cash and cash equivalents at end of period . . . . . . . . . . . 85,163 80,048

Cash at the closingCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,649 87,035Bank facilities and overdrafts . . . . . . . . . . . . . . . . . . . . . . . (4,486) (6,987)

Cash and cash equivalents at end of period . . . . . . . . . . . 85,163 80,048


F-10

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Notes to the condensed interim consolidated financial statements



1. General Information

eDreams ODIGEO (formerly LuxGEO Parent S.a r.l.) was set up as a limited liability company(societe a responsabilite limitee) formed under the laws of Luxembourg on commercial company onFebruary 14, 2011, for an unlimited period, with its registered office located at 282, route deLongwy, L-1940 Luxembourg (the ‘‘Company’’ and, together with its subsidiaries, the ‘‘Group’’). Itsmain holding companies are Axeurope S.A. (‘‘Axeurope’’) and Luxgoal S.a r.l. (‘‘Luxgoal’’). InJanuary 2014, the denomination of the Company was changed to eDreams ODIGEO and itscorporate form from an S.a r.l. to an S.A. (‘‘Societe Anonyme’’).

eDreams ODIGEO and its direct and indirect subsidiaries (the ‘‘Group’’), headed by eDreamsODIGEO (as detailed in note 23, Consolidation Scope), is a leading pan-European online travelcompany that uses innovative technology and builds on relationships with suppliers, productknow-how and marketing expertise to attract and enable customers to research, plan and book abroad range of travel products and services.

ARDIAN (formerly AXA Private Equity) and certain Permira Funds had indirect ownership of theCompany. ARDIAN (through Lyeurope and Lyparis) and Permira Funds (through eDreams Inc.),indirectly owned Go Voyages Group and eDreams Group, respectively, prior to the creation of theCompany.

Following the creation of the Company, AXA Private Equity and Permira Funds, respectively,jointly contributed Go Voyages and eDreams Groups in exchange for the Company’s shares(indirectly held).

2. Significant Events

2.1 Significant events during the nine-month period ended December 31, 2013

On August 12, 2013 Lyparis entered in a sale purchase agreement ‘‘SPA’’ to buy all the sharesof ODIGEO Paris Meta S.A. (formerly Findworks Technologies S.A.), the company that operates thewebsite Liligo, a travel search engine that searches flights, hotels and cars among several travelsites on the web. The transaction was settled on October 2, 2013 with an enterprise value of13.5 million of euros.

2.2 Significant events during the year ended March 31, 2013

Change in the Group debt structure

On January 31, 2013, the Group completed a change in the debt structure of its existingSenior Credit Facilities by its subsidiary Geo Debt Finance S.C.A. issuing e325 million principalaggregate amount of Senior Secured Notes (the ‘‘2018 Notes’’) due 2018 (see note 16.1). Theinterest rate of the 2018 Notes is 7.5%. Interest is payable semi-annually in arrears each February 1and August 1, beginning on August 1, 2013.

The proceeds of the 2018 Notes were used directly or indirectly through the use ofintercompany loans or distributions:

– To prepay e314.7 million of outstanding debt under the existing Long Term Facilities Aand B.

– To cover the related cost, administrative expenses and fees (legal, accounting or otherwise)as well as the costs of cancelling certain interest rate hedges.

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Notes to the condensed interim consolidated financial statements (Continued)



2. Significant Events (Continued)

In addition to the issuance of the 2018 Notes, the Group entered into a Revolving CreditFacility Agreement with commitments of e130 million.

The sources and uses of the funds related to this transaction are shown in the table below:

Sources Uses(in millions of EUR)

Prepayment of existing Senior CreditCash . . . . . . . . . . . . . . . . . . . . . . 7.2 Facilities2018 Notes . . . . . . . . . . . . . . . . . 325.0 Term Loan Facilities A . . . . . . . . . . 144.7

Term Loan Facilities B . . . . . . . . . . 170.0Transaction fees and expenses . . . 12.2Cancellation of interest rate . . . . . . 5.3

Total . . . . . . . . . . . . . . . . . . . . . . 332.2 332.2

3. Basis of Presentation

3.1 Framework of preparation

These Condensed Interim Consolidated Financial Statements and Notes for the nine-monthperiod ended December 31, 2013 have been issued in the context of the admission to tradingprocess for the eDreams ODIGEO shares on the Madrid, Barcelona, Bilbao and Valencia stockexchanges (the ‘‘Spanish Stock Exchanges’’) for the quotation on the Automated Quotation System(‘‘AQS’’) of the Spanish Stock Exchanges and as per the requirement of the EU ProspectusDirective 809/2004, Annex I, 20-6-2, solely for the purpose of complying with the EU ProspectusDirective on historical and interim information that should be included in the Prospectus and for noother purpose.

As a part of the abovementioned admission to trading process, eDreams ODIGEO isconsidering the possibility to absorb its shareholders with simultaneously effect. However, thesemergers are still subject to the approval of the respective shareholders of the companies to bemerged and will only become effective immediately after the definitive setting of the price of theshares of the absorbing company (eDreams ODIGEO) for the purpose of the admission to trading,if such a price setting takes place.

3.2 Accounting principles

The condensed nine month-period consolidated financial statements of eDreams ODIGEO andits subsidiaries (‘‘the Group’’) have been prepared in accordance with the international accountingstandard IAS 34—Interim Financial Reporting as adopted in the European Union. As condensedfinancial statements, they do not include all the information required by IFRS for the preparation ofthe annual financial statements and must therefore be read in conjunction with the Groupconsolidated financial statements prepared in accordance with IFRS as adopted in the EuropeanUnion for the year ended at March 31, 2013.

The accounting policies used in the preparation of these condensed nine-month periodconsolidated financial statements as of and for the period ended at December 31, 2013 are the

F-12

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3. Basis of Presentation (Continued)

same as those applied in the Group’s consolidated annual accounts for the year ended atMarch 31, 2013, except for the following:

– New IFRS or IFRIC issued, or amendments to existing ones that came into effect as ofApril 1, 2013, the adoption of which did not had a significant impact on the Group’s financialsituation in the period of application;

– Income tax which, in accordance with IAS 34, is recorded in interim periods on a bestestimate basis.

The effective tax rates primarily derives from the fact that income tax expense is reported forthe periods ending December 2013, resp. December 2012 for which the Company reported arelatively low profit before tax due the existing leverage structure. The income tax expense level forboth periods is influenced by expenses which are permanently non-deductible for income taxpurposes. The most relevant differences are the non-recognition of a tax asset relating to currentyear tax losses in France and the UK, the effect of non-deductibility of part of the interest expensein France and the effect of the partial participation exemption relating to dividends received inFrance.

The Earnings per share have not been disclosed in these Condensed Interim ConsolidatedFinancial Statements and Notes for the nine-month period ended December 31, 2013.

As explained in paragraph 3.1,, eDreams ODIGEO is considering the possibility to be mergedwith its shareholders. The number and types of shares issued by the Company after these mergerswill be significantly different than the number and type of shares of the Company currentlyoutstanding. On that basis, the disclosure of Earnings per Share based on the current number andtype of shareshas not been considered as relevant.

There is no accounting principle or policy which would have a significant effect and has notbeen applied in drawing up these financial statements.

3.3 New and revised International Financial Reporting Standards

IFRS standards and IFRIC interpretations applicable from April 1, 2012

The new IFRS and interpretations published as of March 31, 2013 and effective from April 1,2013 listed in the Note 3.2—New and revised International Financial Reporting on the ConsolidatedFinancial Statement for the year ended March 31, 2013, had no material impact on the Groupinterim Condensed Interim Consolidated Financial Statements at December 31, 2013.

Early application of standards

The Group has not early adopted standards and interpretations that are not yet mandatorilyeffective at April 1, 2013.

3.4 Changes in consolidation perimeter

During the nine-month period ended December 31, 2013, one change occurred in theconsolidation perimeter following the acquisition of ODIGEO Paris Meta S.A. (formerly FindworksTechnologies S.A.).

F-13

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The subsidiary Lyparis made an offer and entered into a sale and purchase agreement onAugust 12, 2013 to acquire all of the issued and outstanding capital stock of ODIGEO ParisMeta S.A. (company that operates the website Liligo, a travel search engine that searches flights,hotels and cars among several travel sites on the web). This company is the holding of two otheradditional companies (Findworks Technologies Hungary Bt and Liligo Hungary Kft). The transactionwas settled on October 2, 2013.

3.5 Comparative information

The Directors present, for comparative purposes, together with the figures for the nine-monthperiod ended December 31, 2013, the previous periods’ figures for each of the items on thecondensed interim consolidated statement of financial position (March 31, 2013), condensed interimconsolidated income statement, condensed interim consolidated statement of other comprehensiveincome, condensed interim consolidated statement of changes in equity, condensed interimconsolidated cash flow statement (December 31, 2012) and the quantitative information required tobe disclosed in the condensed interim consolidated financial statements.

4. Revenue

The Group makes travel products and services available to travellers, either directly or througha business customer, both on a stand-alone and package basis. We generate our revenue from thesale of (i) flight products, including regular airline and LCC flight products and charter flightproducts as well as insurance for flight products, (ii) non-flight products, including hotel bookings,Dynamic Packages (including revenue from the flight component thereof), vacation packages, carrentals and insurance for non-flight products, and (iii) non-travel services, such as advertising andphone revenue, consisting mainly of charges on toll calls. Our revenue is earned through mark-ups,booking fees, insurance commissions and other fees from our customers, as well as incentivepayments from suppliers linked to the number of sales facilitated by us. We also receive incentivesfrom our GDS service providers based on the volume of sales completed by us through the GDSsystems.

For a significant majority of our products and services, we act as agent, neither bearing anyinventory risk nor serving as the primary obligor of the arrangement. As agent, we enable travellersto book flight and non-flight products and services we source from travel suppliers and in respectof such bookings, we are either (a) the full agent of record, in which case we charge and receivepayment for the full amount of the booking from the customer and pay the net price of the travelproduct or service to our travel suppliers at a later date, or (b) the agent of record only in respectof the service fees we charge to the customer, in which case the remaining part of the bookingvalue is transacted and charged to the customer directly by our travel suppliers. Whether we act asfull agent of record or agent of record only in respect of the service fees we charge to thecustomer, we record our revenue on a net basis. We also act as a ‘‘pure’’ intermediary whereby weserve as a click through and pass reservations made by the customer on to the relevant travelsupplier (e.g., in respect of tour packages offered in Germany) or perform certain limitedintermediary functions with respect to such reservations. On such ‘‘pure’’ intermediary transactions,we are not the agent of record in respect of any amounts paid by the customer and our revenueconsists solely of commissions and incentives from travel suppliers and/or GDS service providers.Depending on the specific agency role that we perform, we provide varying degrees of supportservices, if any, to the customer once the booking has been secured.

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4. Revenue (Continued)

Under the principal model, we purchase inventory for resale (and accordingly bear theinventory risk) or are the primary obligor of the arrangement and, in each case, recognize revenueon a gross basis. We act as principal in respect of charter flights offered by Go Voyages in France,conference and events offered by Travellink in the Nordics and, to a lesser extent, package toursoffered to the employees by eDreams in Italy. As regards to Dynamic Packages (including revenuefrom the flight component thereof) offered by Opodo, as from June 1, 2013, pursuant to the revisedapplicable terms and conditions for the sale of Dynamic Packages, the Opodo Group is now actingas agent and no longer as principal, and revenue is therefore no longer recognized on a ‘‘gross’’basis. The following is an analysis of the impact of the change in the recognition of the DynamicPackages of Opodo from a ‘‘gross’’ basis to a ‘‘net’’ basis’’:


Dynamic Packages of Opodo . . . . . . . . . . . . . . . . 11,641 41,249Other Products . . . . . . . . . . . . . . . . . . . . . . . . . . 344,316 314,449

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,957 355,698

Dynamic Packages of Opodo . . . . . . . . . . . . . . . . (9,787) (39,243)Other Products . . . . . . . . . . . . . . . . . . . . . . . . . . (34,264) (48,311)

Total Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,051) (87,554)

Dynamic Packages of Opodo . . . . . . . . . . . . . . . . 1,854 2,006Other Products . . . . . . . . . . . . . . . . . . . . . . . . . . 310,052 266,138

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . 311,906 268,144

In addition to the revenue generated under the agency and principal models, we generateother revenue from non-travel related products and services, such as fees for advertising on ourwebsites, incentives we receive from credit card companies and charges on toll calls.

The Group enables travellers to book flight and non-flight products and services sourced fromtravel companies. Gross bookings is an operating and statistical metric that captures the totalamount paid by customers for travel products and services booked through us (including the partthat is passed on to, or transacted by, the travel supplier), including taxes, service fees and othercharges and excluding VAT. Gross Bookings include the gross value of transactions booked underboth agency and principal models as well as transactions made via our white label distribution and

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sourcing partners or any transaction where we act as ‘‘pure’’ intermediary whereby we serve as aclick-through and pass the reservations made by the customer to the relevant travel supplier’’.


France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,413,784 1,425,978Southem Europe (Spain + Italy) . . . . . . . . . . . . . . 554,483 521,768

Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,968,267 1,947,746

Germany + Austria . . . . . . . . . . . . . . . . . . . . . . . 480,275 476,339UK + Nordics + Other . . . . . . . . . . . . . . . . . . . . . 812,464 695,250

Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,292,739 1,171,589

Total Gross bookings . . . . . . . . . . . . . . . . . . . . . 3,261,006 3,119,335

Total Number of bookings . . . . . . . . . . . . . . . . . 7,261,250 6,299,635

The following is an analysis of the Group’s revenue for the year:


Ticketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329,775 337,336Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,398 6,101Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . 14,784 12,261

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,957 355,698

5. Seasonality of Business

We experience seasonal fluctuations in the demand for travel services and products offered byus. Because we generate the largest portion of our revenue margin from flight bookings, and mostof that revenue for flight is recognized at the time of booking, we tend to experience higherrevenues in the periods during which travellers book their vacations, i.e., during the first andsecond calendar quarters of the year, corresponding to bookings for the busy spring and summertravel seasons. Consequently, comparisons between subsequent quarters may not be meaningful.

6. Segment Information

The Group has four reportable geographical segments based on how the Chief OperatingDecision Maker (CODM) manages the business, makes operating decisions and evaluatesoperating performance. Reportable segments offer different products and services and aremanaged separately because the nature of products and methods used to distribute the servicesare different. For each reportable segment, the Group’s Leadership team comprising of ChiefExecutive Officer and Chief Financial Officer, reviews internal management reports. Accordingly, theLeadership Team is construed to be the Chief Operating Decision Maker (CODM).

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6. Segment Information (Continued)

6.1 Segment revenue and revenue margin

The following is an analysis of the Group’s revenue and revenue margin by reportablesegments:

TOTAL Revenue Revenue MarginDecember December December December

2013 2012 2013 2012

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,760 171,483 127,876 117,794Southem Europe (Spain + Italy) . . . . . . . . . . . 66,660 58,871 66,671 58,422

Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227,420 230,354 194,547 176,216

Germany + Austria . . . . . . . . . . . . . . . . . . . . 47,548 61,463 41,457 35,773UK + Nordics + Other . . . . . . . . . . . . . . . . . 80,989 63,881 75,902 56,155

Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . 128,537 125,344 117,359 91,928

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,957 355,698 311,906 268,144

Personnel expenses (excl. non recurringpersonnel costs) . . . . . . . . . . . . . . . . . . . . (44,222) (40,305)

Depreciation and amortization . . . . . . . . . . . . (19,441) (17,300)Impairment and results on disposal of

non-current assets (net) . . . . . . . . . . . . . . . (12,246) (51)Other operating expenses (incl. non recurring

costs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (186,495) (155,619)

Operating profit/(loss) . . . . . . . . . . . . . . . . . 49,502 54,869

Financial result . . . . . . . . . . . . . . . . . . . . . . . (46,953) (45,515)Income (loss) of associates accounted for

using equity method . . . . . . . . . . . . . . . . . — (32)

Profit before tax . . . . . . . . . . . . . . . . . . . . . . 2,549 9,322

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6. Segment Information (Continued)

6.2 Geographical information

The Group operates in 4 principal areas:

Gross Bookings Total Revenue Revenue MarginDecember December December December December December

2013 2012 2013 2012 2013 2012

France . . . . . . . . . . . . . . . 1,413,784 1,425,978 160,760 171,483 127,876 117,794Southem Europe

(Spain + Italy) . . . . . . . . 554,483 521,768 66,660 58,871 66,671 58,422

Core . . . . . . . . . . . . . . . . . 1,968,267 1,947,746 227,420 230,354 194,547 176,216

Germany + Austria . . . . . . 480,275 476,339 47,548 61,463 41,457 35,773UK + Nordics + Other . . . . 812,464 695,250 80,989 63,881 75,902 56,155

Expansion . . . . . . . . . . . . 1,292,739 1,171,589 128,537 125,344 117,359 91,928

TOTAL . . . . . . . . . . . . . . . 3,261,006 3,119,335 355,957 355,698 311,906 268,144

No single customer contributed 10% or more to the Group’s revenue at December 31, 2013and December 31, 2012.

6.3 Other financial disclosures

December December2013 2012

Revenue Margin from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223,446 192,815Revenue Margin from suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,062 69,228Revenue Margin from advertising and meta clicks-out . . . . . . . . . . . . . . . . . 11,398 6,101

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,906 268,144

Variable costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (178,800) (148,214)Fixed costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,286) (39,548)Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,441) (17,300)Impairment and results on disposal of non-current assets (net) . . . . . . . . . . . (12,246) (51)Non-recurring personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,822) (5,479)Other non-recurring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,809) (2,615)Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68)

Total Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,502 54,869

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7. Depreciation, Amortization and Impairment

This item breaks down as follows:


Depreciation on tangible assets . . . . . . . . . . . . . . . . . . . . . . 1,820 1,910Amortization on intangible assets (see Note 12) . . . . . . . . . . . 17,621 15,390

Total Depreciation and amortization . . . . . . . . . . . . . . . . . . 19,441 17,300

Impairment on tangible assets . . . . . . . . . . . . . . . . . . . . . . . 500 51Impairment on intangible assets (see Note 12) . . . . . . . . . . . 11,746 —

Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,246 51

Amortization of intangible assets primarily related to the capitalised IT projects as well as theintangible assets identified through the purchase price allocation.

The impairment of other intangible assets recognized in December 2013 mainly correspondsto the impairment of the Go Voyages brand (see note 13).

8. Other Operating Income/(Expenses)



Advertising and other operating expenses . . . . . . . . . . . . . . . 166,237 136,294Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,417 4,330IT expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,477 3,569Rent charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,682 2,721Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432 581Foreign exchange gains/(losses) . . . . . . . . . . . . . . . . . . . . . (379) 30

Total other operating income and expenses . . . . . . . . . . . . 178,864 147,525

Other operating expenses primarily consist in marketing expenses, credit card processingcosts (incurred only under the merchant model), chargebacks on fraudulent transactions, IT costsrelating to the development and maintenance of our technology, GDS search costs and fees paid toour outsourcing service providers, such as call centers or IT services.

The marketing expenses comprise customer’s acquisition costs (such as paid search costs,metasearch costs and other promotional campaigns) and commissions due to agents and whitelabel partners.

A large portion of the other operating expenses are variable costs, either because they aredirectly related to the number of transactions processed through us or because they result fromdiscretionary decisions from our management.

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9. Non-Recurring Income/(Expenses)



Personnel costsLong Term Incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,950 3,720Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 872 1,759

Personnel costs Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,822 5,479

OthersIntegration related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,278 1,743Contract termination fees . . . . . . . . . . . . . . . . . . . . . . . . . . . — 265Result generated by Opodo Tours until transaction sale . . . . . — 287Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531 320

Others Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,809 2,615

The non-recurring expenses correspond to expenses which are considered by managementnot to be reflective of its on-going operations.

10. Financial and Similar Income and Expenses



Interest expenses on debtInterest expenses on 2019 Notes . . . . . . . . . . . . . . . . . . . . (13,619) (13,619)Interest expenses on 2018 Notes . . . . . . . . . . . . . . . . . . . . (18,350) —Interest expenses on Convertible bonds (Note 20.1) . . . . . . (10,267) (9,343)Interest expenses on Senior Debt . . . . . . . . . . . . . . . . . . . — (12,244)Revolving Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . (168) (104)

Effective interest rate impact on debt . . . . . . . . . . . . . . . . . . (2,621) (5,595)Financial expenses on derivatives . . . . . . . . . . . . . . . . . . . . . — (2,093)Foreign exchange differences . . . . . . . . . . . . . . . . . . . . . . . . (299) (708)Other financial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,988) (2,038)Other financial incomes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359 229Income (loss) of associates accounted for using equity

method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (32)

TOTAL Financial result . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,953) (45,547)

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11. Goodwill

A detail of the goodwill movement for the nine-month period ended December 31, 2013 is setout below:

December 2013

Balance at March 31st 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876,116Changes in the scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,608Exchange rate diferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,798)

Balance at December 31st 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 879,927

As at December 31, 2013, the amount of the goodwill corresponding to the Nordic marketshas decreased by e4.7 million due to the evolution of the euro compared to the functional currencyof these countries, with a balancing entry under ‘‘Cumulative translation adjustment’’.

The ‘‘Changes in the scope’’ include the goodwill related to the ODIGEO Paris Meta S.A.(Formerly Findworks Technologies, S.A.) (See note 18.1)

The goodwill allocation by markets at December 31, 2013 was as follows:

Net Value

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397,634Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,073UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,545Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,225Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,057Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,074Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,710France (metasearch) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,608

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 879,927

12. Other Intangible Assets

The other intangible assets at December 31, 2013 break down as follows:

INTANGIBLEASSETS

Balance at March 31st 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310,261Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,975Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,621)Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,746)Disposals / Reversals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Changes in scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,292Exchange rate Diferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (694)

Balance at December 31st 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,467

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12. Other Intangible Assets (Continued)

‘‘Acquisitions’’ mainly correspond to the capitalization of the technology internally developedby the Group which, due to its functional benefits, contributes towards attracting new customersand retaining the existing ones.

‘‘Changes in the scope’’ correspond to the temporary purchase price allocation of the pricepaid in the acquisition of ODIGEO Paris Meta, S.A. (See note 18.1)

As detailed in the Note 13, the impairment of other intangible assets corresponds to theimpairment of the Go Voyage brand.

13. Impairment of assets

13.1 Main assumptions used in the financial projections

For each country, the discount rate after taxes has been defined on the basis of the weightedaverage cost of capital (WACC).

In calculating the discount rate, a specific risk premium has also been considered in certaincases in line with the specific characteristics of each country and the inherent risk profile of theprojected flows of each of the countries.

In calculating the value of the assets in each different country, the following parameters havebeen considered:

• In the first year, EBITDA was projected using the 2014/2015 budget assumptions approvedby the Directors.

• In the four following years, a scenario of profitability and needs for investment in intangibleassets and working capital that is consistent and sustainable in the long term for eachcountry.

• The perpetuity growth rate has been estimated at 2% for all countries.

The main assumptions used by the Group to measure present cash flows, which determinethe recoverable value of the assets in each country where impairment of assets has beenestimated, are as follows:

Growth/Value in %

December March2013 2013

Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,7% 5,4%EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,8% 6,9%Perpetuity Growth rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,0% 2,0%

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13. Impairment of assets (Continued)

WACC by market %

December March2013 2013

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,5% 9,5%Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,2% 8,7%Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,0% 13,7%Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,5% 12,7%UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,3% 9,9%Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,4% 10,3%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,1% 12,6%

Main assumptions have been prepared based on both expected volume and revenue marginper booking growths for the different market considering the historical.

Main changes in December 2013 assumptions as compared with March 2013 derive from thesignificant over performance achieved over the 9 month ended December 2013 as compared withlast year. Current growths in revenue margin and recurring operating profit before depreciation andimpairment are respectively 16.3% and 10.9%.

13.2 Key assumptions used and sensitivity analysis

The key assumptions used in estimating the recoverable value are: the discount rate and therevenue margin. The sensitivity of these key assumptions has been measured through a sensitivitytable with a variation of +/� 0.5% on discount rate and a variation of +/�0.2% on the revenuemargin growth, this being an indicator as of which impairment may be considered to exist. Thetable presented below shows the effects over the present value of the discounted cash flows ofevery cash generating units which would not generate any impairment for any of the markets.

PerpetualWACC Growth

+ 0.5% � 0.5% + 0.2% � 0.2%

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �5% 6% 2% �2%Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �4% 5% 1% �1%Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �4% 5% 1% �1%UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �5% 6% 2% �2%Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �6% 7% 2% �2%Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �6% 6% 2% �2%Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �6% 6% 2% �2%

However, in the case of the Italian market, an increase by 0.5% of the WACC, assumingunchanged values for the other assumptions, would cause the recoverable amount of that market toequal its carrying value. Any increase over 0.5% of the WACC would result in the recognition of animpairment loss.

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14. Cash and Cash Equivalent

Shown below is a breakdown of cash and cash equivalent:

December 2013 March 2013

Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,065 9,609Cash and other cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . 88,584 149,592

Cash and cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,649 159,201

‘‘Marketable securities’’ include the investment held by the group in short term financial fundsused as part of the treasury management strategy. This investment has an excellent liquidity and noexit charge.

The majority of the bank accounts and marketable securities have been pledged to secure theobligations in respect of the Group financial indebtedness.

15. Equity

A breakdown at December 31, 2013 and March 31, 2013 is as follows:


Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,862 234,007Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,849 237,939Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Legal reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Option premium in convertible bonds . . . . . . . . . . . . . . . . . . . . . 26,012 26,012Equity-settled share based payments . . . . . . . . . . . . . . . . . . . . . 10,196 6,787Retained earnings & others . . . . . . . . . . . . . . . . . . . . . . . . . . . . (137,051) (113,596)Profit & Loss atributable to the parent company . . . . . . . . . . . . . (9,128) (23,330)Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . 2,431 8,790Non controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366,171 376,609

15.1 Share capital

As at March 31, 2013, the share capital of the Company was set at e234,007 thousandrepresented by 23,071,262,661 ordinary shares, 56,394,776 Class A preferred shares, 123,014,093Class B preferred shares and 150,000,000 Class C preferred shares, all having a par value of e0.01each. The share premium was set at e237,939 thousand.

As at September 20, 2013, the Shareholders resolved to increase the corporate capital of theCompany by an amount of e490 thousand. The Shareholders resolved to issue 49,039,935 newordinary shares with a nominal value of e0.01 per share, having the same rights and privileges asthe existing ordinary shares, together with a share premium of e910 thousand paid by acontribution in kind of the shares of G Co-Investment I S.C.A.

As at December 13, 2013, the Shareholders resolved to increase the corporate capital of theCompany by an amount of e365 thousand. The Shareholders resolved to issue 6,083,335 new classD1 shares, 6,083,333 new class D2 shares, 6,083,333 new class D3 shares, 6,083,333 new class

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15. Equity (Continued)

D4 shares, 6,083,333 new class D5 shares and 6,083,333 new class D6 shares, all with a nominalvalue of e0.01 paid by contribution in cash.

As at December 31, 2013, the share capital of the Company was set at e234,862 thousandrepresented by 23,120,302,596 ordinary shares, 56,394,776 Class A preferred shares, 123,014,093Class B preferred shares, 150,000,000 Class C preferred shares, 6,083,335 Class D1 shares,6,083,333 Class D2 shares, 6,083,333 Class D3 shares, 6,083,333 Class D4 shares, 6,083,333Class D5 shares and 6,083,333 Class D6 shares all having a par value of e0.01 each. The sharepremium was set at e238,849 thousand.

15.2 Share premium

The share premium account may be used to provide for the payment of any shares, which theCompany may repurchase from its shareholders, to offset any net realised losses, to makedistributions to the shareholders in the form of a dividend or to allocate funds to the legal reserve.

The amount recognized under ‘‘Share Premium’’ in the consolidated balance sheet atDecember 31, 2013 arose as a result of the various capital increases performed (see note 15.1).

15.3 Option premium in convertible bonds

The amount recognized under ‘‘Option premium in convertible bonds’’ in the consolidatedbalance sheet at March 31, 2013 is related to the convertible bonds subscribed between Geo TravelFinance S.C.A. and Axeurope S.A. and Luxgoal (see note 16.1). The amount has been registerednet of its tax effect that amounts e10,522 thousand.

15.4 Equity-settled share-based payments

The amount recognized under ‘‘Equity-settled share-based payments’’ in the consolidatedbalance sheet at December 31, 2013 arose as a result of the Long Term Incentive Plan given to theemployees during the current year.

15.5 Foreign currency translation reserve

The foreign currency translation reserve correspond to the net amount of the exchangedifferences arising from the translation of the financial statements of eDreams LLC, eDreams Ltd.,and Travellink since they are expressed in currencies other than the euro.

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16. Borrowings and Debts

16.1 Debt by type

The Group borrowings and debts at December 31, 2013 and March 31, 2013 are as follows:

December 2013 March 2013Current Non Current Total Current Non Current Total

Principal2019 Notes . . . . . . . . . . . . . . . — 166,027 166,027 — 165,111 165,1112018 Notes . . . . . . . . . . . . . . . — 317,447 317,447 — 316,481 316,481Convertible bonds . . . . . . . . . . — 82,258 82,258 — 81,904 81,904

Total Principal . . . . . . . . . . . . — 565,732 565,732 — 563,496 563,496

Accrued interests—2019 Notes 3,026 — 3,026 7,565 — 7,565Accrued interests—2018 Notes 10,156 — 10,156 4,063 — 4,063Accrued interests—Convertible

bond . . . . . . . . . . . . . . . . . . — 31,554 31,554 — 21,287 21,287

Total Interests . . . . . . . . . . . . 13,182 31,554 44,736 11,628 21,287 32,915

Total Borrowings . . . . . . . . . . 13,182 597,286 610,468 11,628 584,783 596,411

Other Financial LiabiliesBank facilities and bank

overdrafts . . . . . . . . . . . . . . 4,486 — 4,486 44 — 44Finance Lease Liabilities . . . . . 129 37 166 141 138 279Other Financial Liabilies . . . . . . 2,249 — 2,249 1,446 — 1,446

Total other Financial liabilities 6,864 37 6,901 1,631 138 1,769

Total financial liabilities . . . . . 20,046 597,323 617,369 13,259 584,921 598,180

Senior notes—2018 Notes

As mentioned in note 2.2, Significant events during the year ended March 31, 2013, onJanuary 31, 2013 Geo Debt Finance S.C.A. issued e325 million aggregate principal amount of 7.5%Senior Secured Notes (‘‘the 2018 Notes’’). Interest of the Notes are payable semi-annually inarrears each February 1 and August 1.

Senior Subordinated notes—2019 Notes

On April 21, 2011 Geo Travel Finance S.C.A. issued e175 million Senior Notes at 10.375% witha maturity date of May 5, 2019. Interest of the Notes are payable semi-annually in arrears eachFebruary 1 and August 1.

Convertible bonds

On June 30, 2011, Geo Travel Finance S.C.A. issued 11,775,131,507 convertible subordinatedshareholder bonds due June 30, 2060 at Par (e0.01), resulting in total indebtedness ofe117.7 million.

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16. Borrowings and Debts (Continued)

From issuance through 2020, all interest payments (rate 9.875%) are not paid in cash butaccrued. At December 31, 2013, the amount of accrued interests is e31.55 million. Furtherinformation is disclosed below.

Initially the convertible bonds were issued and held by Lyeurope for e107.1 million sinceJuly 2, 2010. As part of the debt restructuring, the convertible bonds issued by Lyeurope werecontributed by Luxgoal and Axeurope to Geo Travel Finance S.C.A. at their nominal value plusinterest, i.e. e117.7 million in exchange for the issue of 11,775,131,507 convertible bonds by GeoTravel Finance S.C.A. to Axeurope and Luxgoal.

The effective interest rate of the liability element on initial recognition is 9.875% per annum,accrued from issuance until 2020.

The detail of the issued bonds and their contribution break down as follows:

Number of Issued Subscription Price Lyeurope BondsName Bonds subscribed (EUR) Contributed (EUR)

Luxgoal S.a.r.l. . . . . . . . . . . . . . . 6,476,322,329 64,763,223 58,905,000AxaEurope S.A . . . . . . . . . . . . . . 5,298,809,178 52,988,092 48,195,000

Total . . . . . . . . . . . . . . . . . . . . . 11,775,131,507 117,751,315 107,100,000

The convertible bonds have been accounted in connection with IAS 32 requirements. Theconvertible bonds contain two components. One is a financial liability, namely the issuer’scontractual obligation to pay cash, and the other is an equity instrument, namely the holder’s optionto convert into common shares, which has been valued at e26 million (net of tax effect).

The split has been made at issuance and will not be revised for subsequent changes inmarket interest rates, share prices, or other event that changes the likelihood that the conversionoption will be exercised.

16.2 Credit lines

At December 31, 2013, the Group had a e130 million 5 year Revolving Credit Facility toprovide for working capital requirements and IATA Guarantees divided into a e105 million tranchethat can be used to finance working capital or guarantees, and a e25 million tranche that can beused only for guarantees. At the end of December 2013 and March 2013, the Group had not drawnany credit line.

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16.3 Debt by maturity date

The maturity date of the debt at December 31, 2013 and March 31, 2013 is as follows:

December 31st, 2013 < 1 year 1 to 5 years > 5 years Total

Principal2019 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 166,027 166,0272018 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 317,447 — 317,447Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . — — 82,258 82,258Senior Finance Agreement . . . . . . . . . . . . . . . . . — — — —

Total Principal . . . . . . . . . . . . . . . . . . . . . . . . . — 317,447 248,285 565,732

Accrued interests—2019 Notes . . . . . . . . . . . . . 3,026 — — 3,026Accrued interests—2018 Notes . . . . . . . . . . . . . 10,156 — — 10,156Accrued interests—Convertible bond . . . . . . . . . — — 31,554 31,554

Total Interests . . . . . . . . . . . . . . . . . . . . . . . . . 13,182 — 31,554 44,736

Other financial liabilitiesBank facilities and bank overdrafts . . . . . . . . . . . 4,486 — — 4,486Finance Lease Liabilities . . . . . . . . . . . . . . . . . . 153 13 — 166Other financial liabilities . . . . . . . . . . . . . . . . . . . 2,249 — — 2,249

Total Other Financial Liabilies . . . . . . . . . . . . . 6,888 13 — 6,901

Total financial liabilities . . . . . . . . . . . . . . . . . . 20,070 317,460 279,839 617,369

March 31st, 2013 < 1 year 1 to 5 years > 5 years Total

Principal2019 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 165,111 165,1112018 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 316,481 316,481Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . — — 81,904 81,904Senior Finance Agreement . . . . . . . . . . . . . . . . . — — — —

Total Principal . . . . . . . . . . . . . . . . . . . . . . . . . — — 563,496 563,496

Accrued interests—2019 Notes . . . . . . . . . . . . . 7,565 — — 7,565Accrued interests—2018 Notes . . . . . . . . . . . . . 4,063 — — 4,063Accrued interests—Convertible bond . . . . . . . . . — — 21,287 21,287

Total Interests . . . . . . . . . . . . . . . . . . . . . . . . . 11,628 — 21,287 32,915

Other financial liabilitiesBank facilities and bank overdrafts . . . . . . . . . . . 44 — — 44Finance Lease Liabilities . . . . . . . . . . . . . . . . . . 141 138 — 279Other financial liabilities . . . . . . . . . . . . . . . . . . . 1,446 — — 1,446


Total financial liabilities . . . . . . . . . . . . . . . . . . 13,259 138 584,783 598,180

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16.4 Fair value of borrowings and debt

Level 2 : Internal Level 3 : InternalTotal net book model using model using

value of the Level 1 : Quoted observable non-observable FairDecember 2013 class prices and cash factors factors value

Balance Sheet headings and classesof instruments

Non-current financial assets . . . . . . . . 28 28Non current loans and receivables . . . . 4,755 x 4,755

Total Non-current financial assets . . . . 4,783 4,783Financial assets . . . . . . . . . . . . . . . 72 x 72Cash and cash equivalents . . . . . . . . 89,649 x 89,649

Total current financial assets . . . . . . . 89,721 89,721

Total assets . . . . . . . . . . . . . . . . . . 94,504 94,504

High-Yield 1 . . . . . . . . . . . . . . . . . . 169,053 x 168,486

Principal and Interest . . . . . . . . . . . . 178,026 x 177,458Financing costs capitalized on HY1 . . . �11,909 x �11,909Amortization of Financing costs

capitalized on HY1 . . . . . . . . . . . . 2,936 x 2,936

High-Yield 2 . . . . . . . . . . . . . . . . . . 327,603 x 322,498

Principal and Interest . . . . . . . . . . . . 335,157 x 330,052Financing costs capitalized on HY2 . . . �8,722 x �8,722Amortization of Financing costs

capitalized on HY2 . . . . . . . . . . . . 1,168 x 1,168

Convertible shareholder’s bonds . . . . 113,812 x 116,824

Bank facilities and bank overdrafts . . 4,486 x 4,486Finance Lease Liabilities . . . . . . . . . 166 x 166Other financial liabilities . . . . . . . . . 2,249 x 2,249

Total liabilities . . . . . . . . . . . . . . . . 617,369 614,709

Valuation techniques and assumptions applied for the purposes of measuring fair value

The fair values of financial assets and financial liabilities are determined as follows:

• The fair values of financial assets and financial liabilities with standard terms and conditionsand traded on active liquid markets are determined with reference to quoted market prices(includes listed redeemable notes, bills of exchange, debentures and perpetual notes).

• The fair values of other financial assets and financial liabilities (excluding those describedabove) are determined in accordance with generally accepted pricing models based ondiscounted cash flow analysis.

The market value of financial assets and liabilities measured at fair value in the statement offinancial position shown in the table above has been ranked based on the three hierarchy levelsdefined by IFRS 13:

• level 1: quoted price in active markets;

• level 2: inputs observable directly or indirectly;

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• level 3: inputs not based on observable market data.

16.5 Covenants

Pursuant to the Senior Facility Agreement, Geo Travel Finance S.C.A. has to respect itsConsolidated Total Net Debt Cover ratio every quarter. The requested covenant is calculated asfollows:

Total Net Debt Cover ratio = Total Net Debt / Last Twelve Month EBITDA

At December 31, 2013 the abovementioned covenant is met.

17. Provisions

The amounts of provisions break down as follows:


Non-current provisions

Provisions for tax contingencies . . . . . . . . . . . . . . . . . . . . . . . . . 8,616 8,546Provision for pensions and other post employment benefits . . . . . 1,076 978Provision for other employee benefits (LTI’s) . . . . . . . . . . . . . . . . 6,165 4,625Provision for other risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415 308

Total Non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 16,272 14,457

Current provisions

Provisions for litigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408 523Provision for pensions and other post employment benefits . . . . . 92 97Provisions for other risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,681 1,254

Total Current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,181 1,874

18. Business Combination

18.1 Acquisition of ODIGEO Paris Meta S.A.

As explained in note 2.1, the subsidiary Lyparis made an offer and entered into a sale andpurchase agreement on August 12, 2013 to acquire all of the issued and outstanding capital stockof ODIGEO Paris Meta S.A. (formerly Findworks Technologies S.A.), a company that operates thewebsite Liligo, a travel search engine that searches flights, hotels and cars among several travelsites on the web. Nevertheless, the transaction was not settled until the October 2, 2013 with anenterprise value of e13.5 million (equity value of e17.3 million).

The Transaction is accounted for in compliance with IFRS 3 ‘‘‘Business combinations’’, with atemporary purchase price allocation that takes into consideration the fact that adjustments topurchase accounting could be performed during the ‘‘measurement period’’ that cannot exceedone year from the acquisition date.

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18. Business Combination (Continued)

The temporary purchase price allocation of ODIGEO Paris Meta S.A. taken into considerationin the Condensed Interim Consolidated Financial Statements can be summarized as follows:

• Fair value of identifiable assets acquired and liabilities assumed at the acquisition dateincluding:

— Brand (indefinite-lived intangible assets) . . . . . . . . . . . . . . . . . . e 4 million— Developed technology (finite-lived intangible assets) . . . . . . . . . e 2 million— Customer relationship (finite-lived intangible assets) . . . . . . . . . e 0.2 million— Deferred tax liabilities arising of acquired intangibles . . . . . . . . . e(2.1) million

The goodwill arising from the acquisition is e8.6 million

As explained above, the acquisition was finalised on October 2, 2013 and ODIGEO ParisMeta S.A. and its subsidiaries were fully consolidated from this date. The main items of theacquisition balance sheet of ODIGEO Paris Meta S.A. per the provisionally purchase priceallocations are as follows:

ODIGEO ParisMeta and

subsidiaries

Assets

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,413Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,180

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,593

Equity

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,723Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,107Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,763

TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,593

Had this business combination been effected at April 1, 2013, the additional revenue of theOdigeO Group and additional profit of the nine-month period ended December 31, 2013 wouldhave been e4.3 million and e1.0 million, respectively.

The accounting figures for revenue and profits for the period ended December 31, 2013 forODIGEO Paris Meta sub-group are as follows:

Revenue Profit

ODIGEO Paris Meta (9 months) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,163 1,523ODIGEO Paris Meta (3 months) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,893 476

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19. Off-Balance Sheet Commitments

19.1 Operating lease commitments

The Group leases mainly buildings under non-cancellable operating lease contracts. Thesecontracts have a long term, most of them being renewable upon expiry at market conditions. Theminimum total future payments in respect of non-cancellable operating leases are as follows:

< 1 year 1 to 5 years > 5 years TOTAL

Minimum lease payments at December 2013 . . . 3,040 7,038 497 10,575


Minimum lease payments at March 2013 . . . . . . 2,457 6,591 952 10,001

The condensed interim consolidated income statement for December 31, 2013 includesoperating lease expenses totalling e2.7 million.

19.2 Other off-balance sheet commitments


Guarantees To IATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,899 35,728Guarantees To Package Travel . . . . . . . . . . . . . . . . . . . . . . . . . . 22,246 14,404Guarantees Linked To Public Entities . . . . . . . . . . . . . . . . . . . . . 1,778 1,878Guarantees linked to Private Entities . . . . . . . . . . . . . . . . . . . . . . 1,780 2,127Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 328

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,817 54,465

Additionally, the Company is a party to an intercreditor agreement entered into between,amongst others, the Company as Investor Creditor and several credit institutions, which providedfinancing to the Company’s affiliated undertakings in the context of the refinancing of LuxGEO, GeoTravel Finance S.C.A.’s subsidiary, which was completed on January 31, 2013.

All the shares held by the Company in Geo Travel Finance S.C.A. are pledged in favor of theholders of certain of the Company’s bonds.

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20. Related Parties

20.1 Transactions and balances with related parties

• Long Term Incentive Plans:

Opodo Limited has made the following loans to related parties, in relation with the Plan 4 ofShare Based compensation (as detailed in note 22.1 of the March 31, 2013 consolidated annualaccounts of eDreams ODIGEO):

Related party December 2013 March 2013

LuxGoal S.a r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185 185AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 150Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,165 1,165

Total loans to related parties (LTI) . . . . . . . . . . . . . . . . . . . . . . 1,500 1,500

In addition, executive management was involved in the long term incentive plans (Plan 1, 2and 3) described in the note 22 of Consolidated Financial Statements and notes for the year endedMarch 31, 2013. The value of the shares were financed by a loan amounted to e38.8 million(including the accrued interest pending to be paid) granted from the period ended March 31, 2011to 2013 by related parties not included in the consolidation perimeter.

• Convertible bonds issued to related parties:

As detailed in note 16.1, Debt by type, on June 30, 2011 Geo Travel Finance S.C.A. issued11,775,131,507 convertible subordinated shareholder bonds due June 30, 2060. These convertiblebonds were acquired by AXEurope S.A. and LuxGoal S.a.r.l.

The convertible bonds have been accounted in connection with IAS 32 requirements. Theconvertible bonds contain two components. One is a financial liability, namely the issuer’scontractual obligation to pay cash, and the other is an equity instrument, namely the holder’s optionto convert into common shares. The nominal amount of the convertible bonds is the following:

Related party March 2013 March 2012

LuxGoal S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,763 64,763AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,988 52,988

Total Nominal Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . 117,751 117,751

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20. Related Parties (Continued)

The amounts with related parties in relation to these convertible bonds, as explained innote 16.1, are the following:


LuxGoal S.a r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,242 45,047AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,016 36,857

Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,258 81,904


Accrued interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,554 21,287


Other equity instruments (amount gross of tax impact) . . . . . . 36,534 36,534

Total Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,346 139,725

The reconciliation between the nominal amount and the figures is the following:



Total Nominal Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . 117,751 117,751


Accrued interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,554 21,287

LuxGoal S.a r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572 378AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 469 309

Amortised cost impact on Convertible Bonds . . . . . . . . . . . . . 1,041 687

Total Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,346 139,725

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The expense for interest accrued with related parties in relation to these convertible bondsduring the period is the following:

Related party December 2013 December 2012

LuxGoal S.a r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,647 5,139AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,620 4,204

Interest expenses on debt (Note 10) . . . . . . . . . . . . . . . . . . 10,267 9,343

LuxGoal S.a r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195 168AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159 137

Effective interest rate impact on debt . . . . . . . . . . . . . . . . . 354 305

Total Interests for Convertible bonds . . . . . . . . . . . . . . . . . 10,621 9,648

• Other Loans with related parties


G Co-Investment I S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 —G Co-Investment II S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 —G Co-Investment III S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 100G Co-Investment IV S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 —

Total other loans to related parties . . . . . . . . . . . . . . . . . . . . . . 180 100

On September 26, 2013, the Company granted a loan to G Co-Investment I S.C.A. for anamount of e25 thousands. This loan bears interest at 4% per annum. The maturity date of this loanis December 31, 2017.

On September 26, 2013, the Company granted a loan to G Co-Investment II S.C.A. for anamount of e30 thousands. This loan bears interest at 4% per annum. The maturity date of this loanis December 31, 2017.

On February 26, 2013, the Company granted a loan to G Co-Investment III S.C.A. for anamount of e100 thousands. This loan bears interest at 4% per annum. The maturity date of this loanis December 31, 2017.

On December 17, 2013, the Company granted a loan to G Co-Investment IV S.C.A. for anamount of e50 thousands. This loan bears interest at 4% per annum. The maturity date of this loanis December 31, 2017.

• Other

On November 8, 2012, the Company resolved to declare a Preferred Dividend ofe42 thousands to the holders of Class A preferred shares.

20.2 Directors and key management compensation

The members of the Board of Directors of eDreams ODIGEO have not received anyremuneration for their mandate.

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The compensation received by the key management of the Group and during the nine-monthperiods ended December 31, 2013 and December 31, 2012 amounted to e3.3 and e2.2 million,respectively.

No other significant transactions have been carried out with any member of seniormanagement or as shareholder with a significant influence on the Group.

21. Contingencies

On April 21, 2013, Air France delivered a writ of summons under short notice againstVacaciones eDreams, S.L. and eDreams SARL (‘‘eDreams’’) before the Commercial Court of Paris.In its action Air France requested that eDreams pays e13.1 million in concept of the prejudicesuffered because of eDreams’ alleged violation of the French Consumer Code and the RegulationNo 1008/2008 of September 24, 2008 on common rules for the operation of air services in theCommunity.

eDreams’s principal defence against the assertions of Air France is that it was acting incompliance with the provisions of French and EU law. As a consequence, management estimatesthe chances for Air France to win the case are likely to be lower than 50%. Moreover, in case ofsuccess of the airline, management has doubts regarding the magnitude of claimed damages dueto incorrect assumptions and insufficient substantiation.

The Group considers that there is a possible risk of reassessment of insurance premium tax incertain jurisdictions where the Group mediates regarding the sale of travel insurance to itscustomers. This risk is relating to the possible view of local tax authorities that part of theremuneration received by the Group for the mediation of the travel insurance to its customers incertain countries should be considered the basis for the levy of insurance premium tax. Thepossible risk is estimated at e2.1 million. The Group takes the view that there are sufficient groundsto successfully defend its position in case of a reassessment by local tax authorities.

22. Subsequent Events

In January 2014, the denomination of the Company was changed to eDreams ODIGEO and itscorporate form from an S.a r.l. (Societe a responsabilite limitee) to an S.A. (Societe Anonyme).

As explained in Note 3.1, the Board of Directors of the Company and the Board of Directors ofeach of its shareholders approved the merger of the Company with its shareholders, eDreamsODIGEO being the absorbing company. These mergers are however still conditional to the approvalby the respective shareholders and to the occurrence of uncertain future events. In the case of thismerger will be finally effected the operating profit and the total assets of the Group will not besignificantly changed.

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F-37

eDreams ODIGEO and SubsidiariesNotes to the condensed interim consolidated financial statements (Continued)

for the nine-month period ended December 31, 2013(Thousands of Euros)

23. Consolidation Scope

As at December 31, 2013 and March 31, 2013, the companies included in the consolidation are as follows:

Consolidated entities at December 31, 2013

Name Location / Registered Office % interest % control

eDreams ODIGEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Travel Finance S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%LuxGEO S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Debt Finance S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Opodo Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Waterfront Hammersmith embankment, Chancellors Road, w6 9RU (London) 100% 100%Opodo GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buschstraße 12 20354 (Hamburg) 100% 100%Travellink AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hemvarnsgatan 9Solna,17154 (Stockholm) 100% 100%Opodo Italia SRL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Via Calabria 5 (Milano) 100% 100%Opodo SAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, Rue Rougemont, 75009 (Paris) 100% 100%Opodo SL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Calle Vilanueva 29 28001 (Madrid) 100% 100%eDreams Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Old Rudnick Lane (City of Dover) Country of Kent, Delaware 100% 100%Vacaciones eDreams, S.L.U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%eDreams International Network, S.L.U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%eDreams, S.r.L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%Viagens eDreams Portugal LDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Avda. Fontes Pereira de Melo, 7 (Lisbon) 100% 100%eDreams France, SARL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Avenue de Friedland (Paris) 100% 100%eDreams, Gmbh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Graf-AdolfPlatz, 15 (Dusseldorf) 100% 100%eDreams, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortimer Street 73-75 (London) 100% 100%eDreams LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160 Greentree Drive Suite 101 (City of Dover) Delaware 100% 100%eDreams Enterprise S.L.U. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Velazquez, 86 B Bajos (Madrid) 100% 100%eDreams Corporate Travel, S.R.L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%eDreams Business Travel, S.L. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%Lyeurope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, Rue Rougemont, 75009 (Paris) 100% 100%Lyparis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, Rue Rougemont, 75009 (Paris) 100% 100%Go Voyages SAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, Rue Rougemont, 75009 (Paris) 100% 100%Go Voyages Trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, Rue Rougemont, 75009 (Paris) 100% 100%ODIGEO Paris Meta SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, Allee verte 75011 (Paris) 100% 100%Liligo Hungary Kft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16, Weiner lee u16 1066 (Budapest) 100% 100%Findworks Technologies Bt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17, Bocskai UT 1114 (Budapest) 100% 100%

Affiliates at December 31, 2013


IIPIR Software Development S.L. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Calle Catalina 11, 3.� B Majadahonda (Madrid) 25% 25%

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F-38





23. Consolidation Scope (Continued)

Consolidated entities at March 31, 2013


eDreams ODIGEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Travel Finance S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%LuxGEO S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Debt Finance S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Opodo Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Waterfront Hammersmith embankment, Chancellors Road, w6 9RU (London) 100% 100%Opodo GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monckeberg str 27 20095 (Hamburg) 100% 100%Travellink AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hemvarnsgatan 9Solna,17154 (Stockholm) 100% 100%Opodo Italia SRL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Via Calabria 5 (Milano) 100% 100%Opodo SAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Opodo SL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Calle Vilanueva 29 28001 (Madrid) 100% 100%eDreams Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Old Rudnick Lane (City of Dover) Country of Kent, Delaware 100% 100%Vacaciones eDreams, S.L.U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%eDreams International Network, S.L.U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%eDreams, S.r.L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%Viagens eDreams Portugal LDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Avda. Fontes Pereira de Melo, 7 (Lisbon) 100% 100%eDreams France, SARL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Avenue de Friedland (Paris) 100% 100%eDreams, Gmbh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Graf-AdolfPlatz, 15 (Dusseldorf) 100% 100%eDreams, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortimer Street 73-75 (London) 100% 100%eDreams LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160 Greentree Drive Suite 101 (City of Dover) Delaware 100% 100%eDreams Enterprise S.L.U. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Velazquez, 86 B Bajos (Madrid) 100% 100%eDreams Corporate Travel, S.R.L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%eDreams Business Travel, S.L. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%Lyeurope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Lyparis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Go Voyages SAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Go Voyages Trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%

Affiliates at March 31, 2013


IIPIR Software Development S.L. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Calle Catalina 11, 3.� B Majadahonda (Madrid) 25% 25%

15NOV201217532999

Deloitte AuditSociété à responsabilité limitée

560, rue de NeudorfL-2220 LuxembourgBP 1173L-1011 Luxembourg

Tel +352 451 451Fax +352 451 452 992www.deloitte.lu

To the Board of Directors ofeDreams ODIGEO, S.A.(formerly LuxGEO Parent S.a r.l.)282, route de LongwyL-1940 Luxembourg

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

We have audited the accompanying consolidated financial statements of eDreamsODIGEO, S.A. and its subsidiaries, which comprise the consolidated statements of financial positionas at March 31, 2013 and 2012, and the related consolidated statements of income, othercomprehensive income, changes in equity and cash flows for each of the years ended March 31,2013 and 2012 and a summary of significant accounting policies and other explanatory information.

Responsibility of the Board of Directors for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of theseconsolidated financial statements in accordance with International Financial Reporting Standards asadopted in the European Union, and for such internal control the Board of Directors determines isnecessary to enable the preparation of consolidated financial statements that are free from materialmisstatement, whether due to fraud or error.

Responsibility of the reviseur d’entreprises agree

Our responsibility is to express an opinion on these consolidated financial statements basedon our audit. We conducted our audit in accordance with International Standards on Auditing asadopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance whether the consolidated financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the consolidated financial statements. The procedures selected depend on thereviseur d’entreprises agree’s judgment including the assessment of the risks of materialmisstatement of the consolidated financial statements, whether due to fraud or error. In makingthose risk assessments, the reviseur d’entreprises agree considers internal control relevant to theentity’s preparation and fair presentation of the consolidated financial statements in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates madeby the Board of Directors, as well as evaluating the overall presentation of the consolidated financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of theconsolidated financial position of eDreams ODIGEO, S.A. and its subsidiaries as of March 31, 2013and 2012, and of its consolidated financial performance and its consolidated cash flows for each of

F-39

26SEP201313144225

27NOV201215543547

the years ended March 31, 2013 and 2012 in accordance with International Financial ReportingStandards as adopted in the European Union.

For Deloitte Audit, Cabinet de revision agree

Marco Crosetto, Reviseur d’entreprises agreePartner

March 14, 2014

Société à responsabilité limitée au capital de 35.000 €RCS Luxembourg B 67.895Autorisation d’établissement 10022179

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eDreams ODIGEO (formerly LuxGeo Parent S.a r.l.)

and Subsidiaries

Consolidated Financial Statements and Notes

for the years ended March 31, 2013 and 2012

Registered office:282, route de LongwyL-1940 Luxembourg

R.C.S. Luxembourg B N� 159 036Subscribed Capital: e 234,006,715

As of March 14, 2014 the Board of Directors formally prepared and signed these ConsolidatedFinancial Statements for the years ended March 31, 2013 and 2012.

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INDEX

INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-42

Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-45

Consolidated Statement of Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . F-46

Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-48

Consolidated Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-49

1. General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-50

2. Significant events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-502.1 Significant events during the year ended March 31, 2013 . . . . . . . . . . . . . . . . F-502.2 Significant events during the year ended March 31, 2012 . . . . . . . . . . . . . . . . F-51

2.2.1 Acquisition of the Opodo Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-512.2.2 New Global Distribution System (GDS) Agreement with Amadeus . . . . . F-52

3. Basis of Presentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-533.1 Statement of compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-533.2 New and revised International Financial Reporting Standards . . . . . . . . . . . . . . F-533.3 Accounting treatment of the joint-venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-563.4 Use of estimates and judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-563.5 Changes in consolidation perimeter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-563.6 Comparative information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-573.7 Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58

4. Significant accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58

5. Financial Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-725.1 Financial Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-725.2 Capital risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-73

6. Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-74

7. Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-757.1 Segment revenue and revenue margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-767.2 Geographical information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-777.3 Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-777.4 Other financial disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-78

8. Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-788.1 Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-788.2 Number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-78

9. Depreciation, Amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-79

10. Other operating income/(expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-79

11. Non-recurring income/(expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-80

12. Finance result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-80

13. Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8113.1 Income tax recognized in profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8213.2 Income tax recognized directly in other comprehensive income . . . . . . . . . . . . F-8213.3 Income tax recognized directly in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8213.4 Analysis of tax charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8313.5 Current tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8313.6 Deferred tax balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-84

F-42

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14. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-86

15. Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-87

16. Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-89

17. Impairment of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9017.1 Measuring methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9017.2 Main assumptions used in the financial projections . . . . . . . . . . . . . . . . . . . . . F-9017.3 Key assumptions used and sensitivity analysis . . . . . . . . . . . . . . . . . . . . . . . . F-91

18. Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-92

19. Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9219.1 Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9219.2 Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-93

20. Cash and cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-93

21. Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9421.1 Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9421.2 Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9821.3 Option premium in convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9821.4 Equity-settled share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9821.5 Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9821.6 Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-99

22. Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9922.1 Share purchase plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9922.2 Incentive bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-101

23. Borrowings and debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10223.1 Debt by type . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10223.2 Credit lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10423.3 Debt by maturity date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10423.4 Fair value measurement of borrowings and debt . . . . . . . . . . . . . . . . . . . . . . . F-10623.5 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10723.6 Capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-107

24. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-108

25. Retirement plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10925.1 Provisions for pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-109

26. Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-112

27. Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-113

28. Deferred Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-113

29. Business combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11329.1 Acquisition of Opodo Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11329.2 Acquisition of IIPIR Software Development S.L. . . . . . . . . . . . . . . . . . . . . . . . F-115

30. Off-balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11630.1 Operating lease commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11630.2 Other off-balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-116

31. Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11631.1 Transactions and balances with related parties . . . . . . . . . . . . . . . . . . . . . . . . F-11631.2 Directors and key management compensation . . . . . . . . . . . . . . . . . . . . . . . . F-118

32. Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-119

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33. Auditor’s remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-119

34. Subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-119

35. Consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-121

F-44

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Consolidated Income Statement

Notes March 2013 March 2012

CONTINUING OPERATIONS

Operating income

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6&7 479,549 423,543

Operating expenses

Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,563) (103,840)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (61,171) (55,953)Depreciation, amortization, impairment and loss on

disposals of non-current assets . . . . . . . . . . . . . . . . . . . 9 (33,621) (43,846)Other operating income/(expenses) . . . . . . . . . . . . . . . . . 10 (211,605) (174,239)

Recurrent operating profit . . . . . . . . . . . . . . . . . . . . . . . . . 66,589 45,665

Other income/(expenses) non-recurrent . . . . . . . . . . . . . . . 11 (3,229) (29,802)

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,360 15,863

Finance and similar income and expenses

Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (72,842) (69,308)Finance Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 48 —Other finance income/(expenses) . . . . . . . . . . . . . . . . . . . 12 (10,302) (3,048)

Finance and similar income and expenses (net) . . . . . . . . (83,096) (72,356)

Loss of associates accounted for using equity method . . . . (45) —

Loss before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,781) (56,493)

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1 (3,617) (7,763)

Consolidated loss for the year . . . . . . . . . . . . . . . . . . . . . (23,398) (64,256)

Non controlling interest—Result . . . . . . . . . . . . . . . . . . . . 68 —

Profit and loss atributable to the parent company . . . . . . . (23,330) (64,256)

The notes on pages F-50 to F-122 are an integral part of these consolidatedfinancial statements.

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Consolidated Statement of Other Comprehensive Income

March 2013 March 2012

Consolidated loss for the year (from the income statement) . . . . . (23,330) (64,256)

Income and expenses recorded directly in equity

For valuation of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . — —For cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,084 (7,915)Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,416 3,454For actuarial gains and losses (pensions) . . . . . . . . . . . . . . . . . . . . . — (99)Other income and expenses recorded directly in equity . . . . . . . . . . . — (71)Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,668) 2,696

8,832 (1,935)

Total recognized income and expenses . . . . . . . . . . . . . . . . . . . . . (14,498) (66,191)

a) Attributable to the parent company . . . . . . . . . . . . . . . . . . . . . . . (14,566) (66,191)b) Attributable to minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . 68 —

The notes on pages F-50 to F-122 are an integral part of these consolidated financial statements.

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F-47




Consolidated Statement of Financial Position

ASSETS Notes March 2013 March 2012 EQUITY AND LIABILITIES Notes March 2013 March 2012

Non-current assets Shareholder’s EquityGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 876,116 872,154 Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,007 232,507Other intangible assets . . . . . . . . . . . . . . . . . . . 15 310,261 327,097 Additional paid-in capital . . . . . . . . . . . . . . . . . . 237,939 237,939Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . 16 5,087 6,327 Retained earnings . . . . . . . . . . . . . . . . . . . . . . (80,797) (19,545)Non-current financial assets . . . . . . . . . . . . . . . . 4,996 741 Net income / (loss) . . . . . . . . . . . . . . . . . . . . . (23,330) (64,256)Deferred tax assets . . . . . . . . . . . . . . . . . . . . . 13.6 10,750 18,545 Other reserves . . . . . . . . . . . . . . . . . . . . . . . . 8,790 71

Other non-current assets . . . . . . . . . . . . . . . . . . 18 12,284 12,076 376,609 386,716

1,219,494 1,236,940 Non controlling interest . . . . . . . . . . . . . . . . . . . — 512

21 376,609 387,228

Non-current liabilitiesNon-current financial liabilities . . . . . . . . . . . . . . . 23 584,921 547,372Non current provisions . . . . . . . . . . . . . . . . . . . 24 14,456 10,832Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . 28 39,646 44,330Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . 13.6 66,963 78,304Other non-current liabilities . . . . . . . . . . . . . . . . — 91

705,986 680,929

Current assets Current liabilitiesTrade and other receivables . . . . . . . . . . . . . . . . 19 114,140 140,944 Trade and other payables . . . . . . . . . . . . . . . . . 27 393,780 407,404Current tax assets . . . . . . . . . . . . . . . . . . . . . . 13.5 8,066 10,526 Current provisions . . . . . . . . . . . . . . . . . . . . . . 24 1,873 1,774Financial assets . . . . . . . . . . . . . . . . . . . . . . . 71 — Current taxes payables . . . . . . . . . . . . . . . . . . . 13.5 9,465 7,012Cash and cash equivalent . . . . . . . . . . . . . . . . . 20 159,201 119,443 Current financial liabilities . . . . . . . . . . . . . . . . . 23 13,259 23,506

281,478 270,913 418,377 439,696

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . 1,500,972 1,507,853 TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . 1,500,972 1,507,853


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Statement of Changes in Equity

SharePremium & Profit & Other equity Non

Share Other Loss for instruments Other controlling TotalCapital Reserves the period (note 22.3) reserves interest Equity

Balance at March 31, 2011 . . . . . 34 256,876 (3,371) 21,839 1,461 — 276,839

Total recognized income /(expenses) . . . . . . . . . . . . . — (125) (64,256) — (1,810) — (66,191)

Capital Increases /(Decreases) . . . . . . . . . . . 232,473 (63,687) — — — — 168,786

Dealings with own shares orequity instruments (net) . . . — 35 — 4,173 — — 4,208

Increases on businesscombinations . . . . . . . . . . — — — — — 512 512

Operations with members orowners . . . . . . . . . . . . . . . 232,473 (63,652) — 4,173 — 512 173,506

Payments based on equityinstruments (note 22) . . . . . — 3,074 — — — — 3,074

Allocation of result and othertransfers between equityitems . . . . . . . . . . . . . . . — (3,791) 3,371 — 420 — —

Other changes in equity . . . . . — (717) 3,371 — 420 — 3,074

Closing balance at March 31,2012 . . . . . . . . . . . . . . . . . . 232,507 192,382 (64,256) 26,012 71 512 387,228

Total recognized income /(expenses) . . . . . . . . . . . . . — — (23,330) — 8,832 — (14,498)

Capital Increases (note 21) . . 1,500 — — — — — 1,500Decreases on business

combinations . . . . . . . . . . — — — — — (512) (512)Operations with members or

owners . . . . . . . . . . . . . . . 1,500 — — — — (512) 988

Preference dividends (note 21) — 42 — — — — 42Payments based on equity

instruments (note 22) . . . . . — 3,450 — — — — 3,450Allocation of result and other

transfers between equityitems . . . . . . . . . . . . . . . — (64,143) 64,256 — (113) — —

Other changes . . . . . . . . . . — (601) — — — — (601)Other changes in equity . . . . . — (61,252) 64,256 — (113) — 2,891

Closing balance at March 31,2013 . . . . . . . . . . . . . . . . . . 234,007 131,130 (23,330) 26,012 8,790 — 376,609


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Consolidated Cash Flow Statement


Consolidated loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,330) (64,256)

Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . 33,622 43,846Other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,553 2,208Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,615 7,763Loss on disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 97Finance (income) / loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,097 72,356Loss of associates accounted for using equity method . . . . . . . . . . 45 —Expenses related to share based payments . . . . . . . . . . . . . . . . . . 3,449 3,074Other non cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3)Changes in working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,396 40,785Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,963) (9,941)

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . 107,484 95,929

Acquisitions of intangible and tangible assets . . . . . . . . . . . . . . . . . (15,498) (10,360)Proceeds on Disposal of tangible and intangible assets . . . . . . . . . — 6Acquisitions of financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,713) (53)Payments/ Proceeds from disposals of financial assets . . . . . . . . . . 61 604Acquisitions of subsidiaries net of cash acquired . . . . . . . . . . . . . . — (410,318)Disposal of subsidiaries net of cash disposed . . . . . . . . . . . . . . . . (1,096) —Cash effect of change in consolidation method . . . . . . . . . . . . . . . (89) —

Net cash flow used in investing activities . . . . . . . . . . . . . . . . . . . . (18,335) (420,121)

Proceeds of issues of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500 167,559Borrowings drawdown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 325,000 558,236Reimbursement of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . (325,151) (286,294)Payment for derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,176) (630)Interests paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,723) (33,309)Interests received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476 774Fees paid on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,339) (35,598)

Net cash flow from / (used) in financing activities . . . . . . . . . . . . . (50,413) 370,738

Net increase in cash and cash equivalent . . . . . . . . . . . . . . . . . . . 38,736 46,546

Cash and cash equivalents at beginning of the year . . . . . . . . . . . . 119,345 72,022Effect of foreign exchange rate changes . . . . . . . . . . . . . . . . . . . . 1,074 778

Cash and cash equivalents at end of the year . . . . . . . . . . . . . . . . 159,155 119,346

Cash at the closingCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,201 119,443Bank facilities and overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46) (97)

Cash and cash equivalents at end of the year . . . . . . . . . . . . . . . . 159,155 119,346


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Notes to the consolidated financial statements for March 31, 2013 and 2012


1. General information

eDreams ODIGEO (formerly LuxGEO Parent S.a r.l.) was set up as a limited liability company(societe a responsabilite limitee) formed under the laws of Luxembourg on commercial company onFebruary 14, 2011, for an unlimited period, with its registered office located at 282, route deLongwy, L-1940 Luxembourg (the ‘‘Company’’ and, together with its subsidiaries, the ‘‘Group’’). Itsmain holding companies are Axeurope S.A. (‘‘Axeurope’’) and Luxgoal S.a r.l. (‘‘Luxgoal’’). InJanuary 2014, the denomination of the Company was changed to eDreams ODIGEO and itscorporate form from an S.a r.l. to an S.A. (‘‘Societe Anonyme’’).

eDreams ODIGEO and its direct and indirect subsidiaries (the ‘‘Group’’) headed by eDreamsODIGEO, as detailed in note 35, is a leading pan-European online travel company that usesinnovative technology and builds on relationships with suppliers, product know-how and marketingexpertise to attract and enable customers to research, plan and book a broad range of travelproducts and services.

ARDIAN (formerly AXA Private Equity) and certain Permira Funds had indirect ownership of theCompany. ARDIAN (through Lyeurope and Lyparis) and Permira Funds (through eDreams Inc.),indirectly owned Go Voyages Group and eDreams Group since July 2010 and August 2010,respectively, prior to the creation of the Company.

Following the creation of the Company, ARDIAN and Permira Funds, respectively, jointlycontributed Go Voyages and eDreams Groups in exchange for the Company’s shares (indirectlyheld).

2. Significant events


Change in the Group debt structure

On January 31, 2013, the Group completed a change in the debt structure of its existingSenior Credit Facilities by its subsidiary Geo Debt Finance S.C.A. (see note 3.5) issuinge325 million principal aggregate amount of Senior Secured Notes (the ‘‘2018 Notes’’) due 2018(see note 23.1). The interest rate of the 2018 Notes is 7.5%. Interest is payable semi-annually inarrears each February 1 and August 1, beginning on August 1, 2013.

The proceeds of the 2018 Notes were used directly or indirectly through the use ofintercompany loans or distributions:

• To prepay e314.7 million of outstanding debt under the existing Long Term Facilities Aand B.

• To cover the related cost, administrative expenses and fees (legal, accounting or otherwise)as well as the costs of cancelling certain interest rate hedges.

In addition to the issuance of the 2018 Notes, the Group entered into a Revolving CreditFacility Agreement with commitments of e130 million.

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Notes to the consolidated financial statements for March 31, 2013 and 2012 (Continued)


2. Significant events (Continued)

The estimated sources and uses of the funds related to this transaction are shown in the tablebelow:


Cash . . . . . . . . . . . . . . . . . . . . . . 7.2 Prepayment of existing Senior Credit Facilities2018 Notes . . . . . . . . . . . . . . . . . 325.0 Term Loan Facilities A . . . . . . . . . . . . . . . . . 144.7

Term Loan Facilities B . . . . . . . . . . . . . . . . . 170.0Transaction fees and expenses . . . . . . . . . . . 12.2Cancellation of interest rate . . . . . . . . . . . . . 5.3

Total . . . . . . . . . . . . . . . . . . . . . . 332.2 332.2


2.2.1 Acquisition of the Opodo Group

On February 9, 2011, Amadeus IT Group S.A. and LuxGEO S.a r.l. (‘‘LuxGEO’’) entered into asale and purchase agreement for the acquisition of the entire share capital of Opodo Limited.Simultaneously on the closing of the Opodo Acquisition, the Go Voyages Group, the eDreamsGroup and the Opodo Group were combined to form OdigeO (the ‘‘Combination’’). Theconsummation of the Opodo Acquisition was subject only to antitrust approval from the EuropeanCommission.

Completion of the Combination on June 30, 2011

The European Commission and other relevant authorities approved the Combination in May2011 and the Combination completed on June 30, 2011. The cash consideration to be paid byLuxGEO to Amadeus for the acquisition was approximately e562.3 million.

The Company’s directly owned subsidiary Geo Travel Finance S.C.A. financed theCombination (including the refinancing of the Go Voyages and eDreams Indebtedness) with(i) equity contributions from shareholders (e169 million) and (ii) borrowings under the Senior CreditFacilities Agreement (the ‘‘SFA’’) and (iii) the issuance of Senior Subordinated high yield notes due2019.

The financing also included a e140 million 6 year Revolving Credit Facility to provide forworking capital requirements and IATA guarantees, divided into a e90 million amortizing cashtranche (‘‘RCF 1’’) (reduced to e80 million one year after the completion of the transaction ande70 million two years after) and a e50 million letter of credit and guarantee facility (‘‘RCF 2’’), bothof which were undrawn at closing. Geo Travel Finance S.C.A. also benefited from an uncommittedterm Additional Acquisition Facility of up to e50 million in order to finance external growthopportunities.

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The sources and uses of the Combination in millions of euros were estimated as follows:


SFA Debt . . . . . . . . . . . . . . . . . . . . . . 340.0 Cash consideration . . . . . . . . . . . . . . . 421.52019 Notes . . . . . . . . . . . . . . . . . . . . . 175.0 Refinancing existing debt . . . . . . . . . . . 229.6Daylight Facilities . . . . . . . . . . . . . . . . . 16.0 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 57.4Equity contribution . . . . . . . . . . . . . . . . 169.0 Existing cash in Opodo Ltd . . . . . . . . . . 16.0GDS Signing Bonus . . . . . . . . . . . . . . . 22.7 WC adjustment . . . . . . . . . . . . . . . . . . (1.8)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . 722.7 722.7

Senior Facility Agreement

The Senior Facility Agreement (the ‘‘SFA’’) related to the financing of the Combination withe340 million funded Senior Secured Credit Facilities (including a e170 million 6 year amortizingTerm Loan A and a e170 million 7 year bullet Term Loan B).

Interest rates are respectively based on EURIBOR+450 bps (Term A) and EURIBOR+500 bps(Term B) including a ratchet mechanism for the Term A. Since the completion date, e15.5 million ofinterest were paid at March 31, 2012.

e10.2 million of mandatory repayment was made as well as e5.0 million of voluntaryrepayment over the year ended March 31, 2012.

2019 Notes

In addition to the Senior Credit Facilities, Geo Travel Finance S.C.A. issued e175 millionprincipal aggregate amount of senior subordinated high yield bonds (the ‘‘2019 Notes’’) due 2019.

The interest rate is 10.375% and interest on the 2019 Notes is payable semi-annually on eachMay 1, and November 1, beginning on November 1, 2011. The Notes will mature on May 1, 2019.e9.6 million of interest were paid over the year ended March 31, 2012 and e7.6 million of interestare accrued as at March 31, 2012.

Prior to May 1, 2014, Geo Travel Finance S.C.A. may redeem the Notes at the applicablemake-whole premium described in the offering circular. In addition, Geo Travel Finance S.C.A. mayredeem up to 35% of the aggregate principal amount of the Notes prior to May 1, 2014, with thenet proceeds of certain equity offerings. At any time on or after May 1, 2014, Geo Travel FinanceS.C.A. may redeem all or a portion of the Notes by paying a specific premium to investors.

2.2.2 New Global Distribution System (GDS) Agreement with Amadeus

On February 9, 2011, Amadeus and LuxGEO entered into a GDS Agreement whereby LuxGEOacted as parent company on behalf of the combined group. This agreement provides for cross-services for a 10 years term and a signing bonus (see below) in an amount of e51.1 million paid byAmadeus to LuxGEO on June 30, 2011.

The signing bonus is an anticipated payment made by Amadeus as an advance payment forbooking fees derived from sales channelled through its platform (it is envisaged that certain volumeof sales through Amadeus’ platform would happen during the life of the contract. If this threshold is

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met, LuxGEO S.a r.l will have the right to retain the bonus, otherwise, it has to return itproportionally).

The amount of the e 51.1 million signing bonus was netted with outstanding liabilities of theOpodo, Go Voyages and eDreams groups vis-a-vis Amadeus because of the termination of thecurrent GDS Agreements entered into by these groups individually with Amadeus; i.e. a globalamount of e 28.4 million, resulting thus in a net amount due by Amadeus at closing ofe 22.7 million.

An agreement mirroring the GDS agreement as far as booking fees are concerned, has beenconcluded between LuxGEO with each of the operating entities in the Group as the amount of thesigning bonus should normally be transferred by LuxGEO to the operating entities, net of theamount of the outstanding liabilities paid on their behalf by LuxGEO on June 30, 2011. Theoperating entities will receive (or credit) progressively the net amount of the signing bonus to whichthey are entitled from LuxGEO when the tickets are booked and the corresponding booking feesinvoiced to this company. In the same way LuxGEO S.a r.l will recognise the amount of thee51.1 million signing bonus when the tickets are booked and the corresponding booking feesinvoiced to Amadeus.

3. Basis of Presentation

3.1 Statement of compliance

The Group consolidated financial statements have been prepared in accordance withInternational Financial Reporting Standards as adopted by the European Union as of March 31,2013.

3.2 New and revised International Financial Reporting Standards

The Group has not applied any standard or interpretations whose application is not yetcompulsory at March 31, 2013.

As detailed below, during the period ended on March 31, 2013 new accounting standards andinterpretations (IAS/IFRS and IFRIC, respectively) have come into force and have been applied.

Furthermore, on the date of drawing up these consolidated financial statements, newaccounting standards and interpretations have been published, which are expected to come intoeffect for accounting periods starting on or after March 31, 2013.

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Compulsory standards, amendments and interpretations for all accounting periods starting onor after January 1, 2012:

Effective date(annual periodsbeginning on or

Title after) Application

Effective for annual periods (and interim periodstherein) ending 31 December 2012 andthereafter

IFRS 1 Amendment—Severe Hyperinflation . . . . . . 01-Jul-11 Retrospective applicationIFRS 1 Amendment—Removal of fixed dates for

first-time adopters . . . . . . . . . . . . . . . . . . . . 01-Jul-11 Retrospective applicationIFRS 7 Amendment—Disclosures—Transfers of

financial assets . . . . . . . . . . . . . . . . . . . . . . 01-Jul-11 Entities need not provide the disclosures requiredthe amendments for any period presented thatbegins before the date of initial application of theamendments.

IAS 12 Amendment—Deferred tax: recovery ofunderlying assets . . . . . . . . . . . . . . . . . . . . . 01-Jan-12 Retrospective application

All the standards, amendments and interpretations applicable to the Group’s financialstatements have been taken into account with effect from April 1, 2012, with no significant impacton these consolidated annual accounts.

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Standards, amendments and interpretations that may be adopted early in accounting periodsstarting on or after January 1, 2013, issued by the IASB and adopted by the European Union, forwhich the Group has not considered early adoption:

Effective date(annual periodsbeginning on or

Title after) Application

Effective for annual periods (and interim periodstherein) ending 31 December 2012 andthereafter

IFRS 9—Financial instruments (as revised in 2010) . 01-Jan-15 Retrospective application, with specific transitionalprovision.

IFRS 9 and IFRS 7 Amendments—Mandatoryeffective date of IFRS 9 and Transition disclosures 01-Jan-15 Retrospective application, with specific transitional

provision.IFRS 10—Consolidated financial statements . . . . . 01-Jan-13 Retrospective application, with specific transitional

provisions. Earlier application is permited ifIFRS 11, IFRS 12, IAS 27 (as revised in 2011) andIAS 28 (as revised in 2011) are early applied at thesame time.

IFRS 11—Joint arrangements . . . . . . . . . . . . . . . 01-Jan-13 Retrospective application, with specific transitionalprovisions. Earlier application is permited ifIFRS 11, IFRS 12, IAS 27 (as revised in 2011) andIAS 28 (as revised in 2011) are early applied at thesame time.

IFRS 12—Disclosure of interests in other entities . . 01-Jan-13 Retrospective application, with specific transitionalprovisions. Entities are encouraged to provideinformation required by IFRS 12 earlier than annualperiods beginning on or after 1 January 2013.

IFRS 10, IFRS 11 and IFRS 12 Amendments—Consolidated financial statements, Jointarrangements and disclosure of interests in otherentities: Transition guidance . . . . . . . . . . . . . . 01-Jan-13 The amendments clarify certain transition guidance

on the application of IFRS 10, IFRS 11 and IFRS 12for the first time.

IAS 27—Separate financial statements (as revised in2011) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 01-Jan-13 Retrospective application. Earlier application is

permitted if IFRS 10, IFRS 11 and IFRS 12 andIAS 28 (as revised in 2011) are early applied at thesame time.

IAS 28—Investments in associates and jointventures (as revised in 2011) . . . . . . . . . . . . . 01-Jan-13 Retrospective application. Earlier application is

permitted if IFRS 10, IFRS 11 and IFRS 12 andIAS 27 (as revised in 2011) are early applied at thesame time.

IFRS 13—Fair value measurement . . . . . . . . . . . . 01-Jan-13 Prospective application. The disclosurerequirements of IFRS 13 need not be applied incomparative information provided for periods beforeinitial applications of IFRS 13.

IAS 19—Employee benefits (as revised in 2011) . . . 01-Jan-13 Retrospective application, with specific transitionalprovision.

IFRS 1 Amendment—Goverment loans . . . . . . . . 01-Jan-13 Retrospective application.IFRS 7 Amendment—Disclosures—Offsetting

financial assets and financial liabilities . . . . . . . . 01-Jan-13 Retrospective application.IAS 1 Amendment—Presentation of items of other

comprehensive incon . . . . . . . . . . . . . . . . . . 01-Jul-12 Retrospective application.IAS 32 Amendment—Offsetting financial assets and

financial liabilities . . . . . . . . . . . . . . . . . . . . . 01-Jan-14 Retrospective application.Annual improvements to IFRSs 2009-2011 Cycle . . 01-Jan-13 Retrospective application.

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As indicated above, the Group has not considered an early application of the standards andinterpretations detailed above. The Group does not expect any material impact resulting from theadoption of those standards.

3.3 Accounting treatment of the joint-venture

As explained above, right after the creation of eDreams ODIGEO, ARDIAN and Permira Funds,respectively, jointly contributed Go Voyages and eDreams Groups in exchange for the Company’sshares (indirectly held). This transaction is out of the scope of IFRS 3 which does not apply to theformation of a joint venture. In addition, the creation of eDreams ODIGEO does not meet thedefinition of a combination of entities under common control because the combining entities beingGo Voyages and eDreams that existed before the creation were controlled by different parties(respectively AXA Private Equity and Permira Funds).

As a result, as permitted by IAS 8.12, and absent any guidance under IFRS, the Companyconsidered the pronouncements of other standard-setting bodies and particularly, the guidanceunder US GAAP (ASC 323 Investments—Equity Method and Joint Ventures) and determined that,using the predecessor’s values, for the creation of eDreams ODIGEO is an appropriate basis ofaccounting.

3.4 Use of estimates and judgments

In the application of the Group’s accounting policies, the directors are required to makejudgements, estimates and assumptions about the carrying amounts of assets and liabilities that arenot readily apparent from other sources. The estimates and associated assumptions are based onhistorical experience and other factors that are considered to be relevant. Actual results may differfrom these estimates.

These estimates and assumptions mainly concern revenue recognition, the measurement oftangible and intangible assets other than goodwill, the measurement of the useful life of fixedassets, capitalization of development costs and measurement of internally-generated assets,purchase price allocation and allocation of goodwill, impairment testing of the recoverable amount,accounting for income tax, analysis of recoverability of deferred tax assets, and accounting forprovisions and contingent liabilities.

3.5 Changes in consolidation perimeter

During the periods, there have been the following changes in the consolidation perimeter:

• Opodo Tours GmbH:

On July 3, 2012 Opodo Limited entered in a sale purchase agreement to sell all the shares ofOpodo Tours GmbH. Nevertheless, the transaction was not settled until August 2012, with effectsretroactive to May 2012. The profit and loss of this company from April to May 2012 have beenbooked as non-recurring expense (see note 11). Accordingly, we have disclosed in theconsolidated cash-flow statement in the caption ‘‘Cash effect of change in consolidation method’’the impact of the cash held by Opodo Tours at May 31, 2012.

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• IIPIR software development S.L.:

At March 31, 2012 Opodo Limited owned the 25% of shares of IIPIR Software DevelopmentS.L. Moreover it had the right to acquire the remaining 75% of the shares ‘‘Call option shares’’ thatwere in force until June 30, 2012. Consequently, this company was fully consolidated at March 31,2012. Nevertheless in the March 31, 2013 consolidated financial statements, the consolidationmethod was changed and the subsidiary has been consolidated under the equity method, becauseOdigeO group management decided not to exercise the call option.

Moreover, since the results of IIPIR software development S.L. have not been in line with theinitial financial projections, the investment has been fully impaired.

• Geo Debt Finance S.C.A:

It was incorporated on November 9, 2012. This subsidiary of LuxGeo S.a r.l. is located inLuxembourg.

• eDreams Business Travel S.L.:

It was incorporated on December 21, 2012. This subsidiary is located in Spain and it had nobusiness activity during the period ended at March 31, 2013.

• eDreams Corporate Travel S.r.l:

It was incorporated on January 14, 2013. This subsidiary is located in Italy and it had nobusiness activity during the period ended at March 31, 2013.

3.6 Comparative information

The Directors present together with the figures for the year ended March 31, 2013, theprevious years’ figures for each of the items on the consolidated statement of financial position,consolidated income statement, consolidated statement of other comprehensive income,consolidated statement of changes in equity, consolidated cash flow statement and the quantitativeinformation required to be disclosed in the consolidated financial statements.

Non comparative periods

The following aspects should be taken into account when comparing figures between periods:

• As mentioned in Note 2.2.1, LuxGEO made an offer and entered into a sale and purchaseagreement with Amadeus on February 9, 2011 to acquire, directly or indirectly, all of theissued and outstanding capital stock of Opodo Limited. The acquisition was finalised onJune 30, 2011. Therefore the figures for the period ended March 31, 2012, includes only9 months-period of Opodo Group transactions.

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• As mentioned in Notes 6 and 7, an aggregated view for the year ended March 31, 2012 wasprepared based on a 12 month period for the three sub-groups. The considered items areGross bookings, Revenue, Revenue Margin and Operating Profit.

AggregatedMarch 2013 March 2012 March 2012

Go Voyages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months 12 monthseDreams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months 12 monthsOpodo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months 9 months

3.7 Working capital

The Group had a negative working capital in the exercises ended March 31, 2013 and 2012,which is a common circumstance in the business in which the Group operates, and in its financialstructure, and it does not presents any impediment to its normal business.

4. Significant accounting policies

The consolidated financial statements have been prepared on the historical cost basis exceptfor certain properties and financial instruments that are measured at revalue amounts or fair values,as explained in the accounting policies below. Historical cost is generally based on the fair value ofthe consideration given in exchange for assets. The principal accounting policies are set out below.

Basis, scope and methods of consolidation

The consolidated financial statements incorporate the financial statements of eDreamsODIGEO and entities controlled by the Company (its subsidiaries) made up to March 31st eachyear. Control is achieved where the Company has the power to govern the financial and operatingpolicies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in theconsolidated income statement from the effective date of acquisition and up to the effective date ofdisposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners ofthe Company and to the non-controlling interests if any, even if this results in the non-controllinginterests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bringtheir accounting policies into line with those used by the Group. All intra-group transactions,balances, income and expenses are eliminated in full in the consolidation.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Grouplosing control over the subsidiaries are accounted for as equity transactions. The carrying amountsof the Group’s interests and the non-controlling interests are adjusted to reflect the changes in theirrelative interests in the subsidiaries. Any difference between the amount by which thenon-controlling interests are adjusted and the fair value of the consideration paid or received isrecognized directly in equity and attributed to owners of the Company.

All entities directly or indirectly controlled by the Company have been consolidated by the fullconsolidation method.

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4. Significant accounting policies (Continued)

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The considerationtransferred in a business combination is measured at fair value, which is calculated as the sum ofthe acquisition-date fair values of the assets transferred, liabilities incurred and the equity interestsissued by the Group in exchange for control of the acquiree. Acquisition-related costs are generallyrecognized in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount ofany non-controlling interests in the acquiree, and the fair value of the acquirer’s previously heldequity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assetsacquired and the liabilities assumed.

When the consideration transferred by the Group in a business combination includes assets orliabilities resulting from a contingent consideration arrangement, the contingent consideration ismeasured at its acquisition-date fair value and included as part of the consideration transferred in abusiness combination. Changes in the fair value of the contingent consideration that qualify asmeasurement period adjustments within the first 12 months are adjusted retrospectively, withcorresponding adjustments against goodwill.

Goodwill

Goodwill arising on an acquisition of a business is not amortized but carried at cost asestablished at the date of acquisition (see above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill has been allocated to each country, level atwhich the business is managed, the operating decisions are made and the operating performanceis evaluated.

The carrying value of the assets allocated to countries is tested for impairment annually, ormore frequently when there is indication that the unit may be impaired. If the recoverable amount ofthese assets is less than their carrying amount, the impairment loss is allocated first to reduce thecarrying amount of any goodwill allocated to the unit and then to the other assets of the unit prorata based on the carrying amount of each asset in the unit.

Any impairment loss for goodwill is recognized directly in profit or loss in the consolidatedincome statement and is not subsequently reversed.

Investments in associates

An associate is an entity over which the Group has significant influence and that is neither asubsidiary nor an interest in a joint venture. Significant influence is the power to participate in thefinancial and operating policy decisions of the investee but is not control or joint control over thosepolicies.

Any excess of the cost of acquisition over the Group’s share of the net fair value of theidentifiable assets, liabilities and contingent liabilities of an associate recognized at the date ofacquisition is recognized as goodwill, which is included within the carrying amount of theinvestment.

The requirements of IAS 36 are applied to determine whether it is necessary to recognize anyimpairment loss with respect to the Group’s investment in an associate. When necessary, the entirecarrying amount of the investment (including goodwill) is tested for impairment in accordance with

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IAS 36 Impairment of Assets as a single asset, any impairment loss recognized forms part of thecarrying amount of the investment. Any reversal of that impairment loss is recognized inaccordance with IAS 36 to the extent that the recoverable amount of the investment subsequentlyincreases.

Revenue recognition

The Group recognizes revenue when (i) the group has evidence of a contractual agreement inrespect of products and services to be provided, (ii) such products are delivered or such serviceshave been rendered and (iii) the revenue is determinable and collectability is reasonably assured.The Group has evidence of a contractual agreement when we enter into a legally enforceableagreement with the customer with terms and conditions that describe the product to be delivered orthe service to be rendered and the related payment terms. The Group considers revenue to bedeterminable when the product or service has been rendered in accordance with the saidagreement.

Revenue is measured at the fair value of the consideration received or receivable andrepresents amounts receivable for services provided in the ordinary course of business net of VATand similar taxes. The Group provides customers the ability to book air travel, hotels, car rentalsand other travel products and services through our various websites. These travel products andservices are made available to our customers for booking on a stand-alone basis or as part of avacation package.

When the Group acts as principal and purchase inventory for re-sale or are the primary obligorin the arrangement, revenue is recognized on a ‘‘gross’’ basis. The revenue comprises the grossvalue of the transaction billed to the customer, net of VAT, with any related expenditure charged asa cost of sale. Such revenue comprises sales in respect of charter flights offered by Go Voyages inFrance, Dynamic Packages offered by Opodo in the U.K. and, to a lesser extent, tour packagesoffered to employees by eDreams in Italy. At time of booking revenue is recorded as deferredincome. Revenue and supplies are recognized on the date of departure.

In other transactions where the group acts as agent (i.e., bear no inventory risk and are notthe primary obligor in the arrangement), revenue is recognized on a ‘‘net’’ basis, with revenuerepresenting the margin earned. Such revenue comprises sales in respect of scheduled airlines,hotels, car rentals and most of our packaged travel products. For Direct Connects, the Groupusually passes reservations booked by customers to the travel supplier and revenue represents theservice fee charged to the customer. In such transactions, the Group has limited, if any, ability todetermine or change the products or services provided and the customer is responsible for theselection of the service supplier. Booking is then secured when no further obligation is supportedby us. For air transactions, this is at the time of ticketing. For hotel transactions, car transactions,packaged products, net revenue is recognized when the customer uses the reservation (i.e., on thedate of hotel check-out, car pick-up or departure for packages). The timing of revenue recognitionis different for air travel because the primary service to the customer is fulfilled at the time ofbooking.

Where the Group acts as agent, additional income, such as over-commissions, may accruebased on the achievement of certain gross sales values over a specified period. The Grouptherefore accrues for such income where it is considered probable that the gross sales values willbe met and the amount to be received is estimable. Where it is probable that the gross sales value

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will be met, revenue is recognized based on the percentage of gross sales value achieved by thereporting date.

The table below summarizes the revenue recognition basis by the type of the income stream.

Income stream Basis of revenue recognition

Charter flight transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of departureScheduled flight transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of bookingAirline incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued based on gross salesGDS incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of bookingDirect Connect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of bookingHotel transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of departure (check-out)Car transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of departure (pick-up)Dynamic Packages (including the flight portion thereof) . . . . . . . . . Date of departureVacation packages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of departureAdvertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of displayInsurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date of booking

For flight products, revenue is generally recognized upon booking as the Group does notassume any further performance obligation to our customers after the product has been ticketed(even though the Group supports fraud risks). In these instances, revenue is recognized on a netbasis. Conversely, in cases where (i) the Group pre-purchase and assumes inventory risk or (ii) theGroup bears any financial risk with respect to the booking, for instance, in the event of cancellation,revenue is recognized at time of departure as the Group is considered to be the primary obligor tothe traveller. In these cases, revenue is recognized on a gross basis, comprising the gross value ofthe transaction billed to the customer (net of VAT and cancellations), with any amounts paid to thesupplier accounted for as ‘‘supplies.’’

In the event of cancellation of a booking, flight revenue recognized in respect of commissionsearned from travel suppliers is reversed and is netted off from the Group’s revenue earned duringthe fiscal period at the time of cancellation. For flight products or services carrying inventory orother financial risk, cancellations do not impact revenue recognition since revenue is recognizedupon the departure date, when the product is delivered or the service is rendered.

For non-flight products, the Group considers that revenue is determinable upon departure datefor packages, check-out date for hotel rooms, pick-up date for car rentals and date of publicationover the delivery period for advertising revenue. In the event of cancellation, the Group’s revenuerecognition is not impacted since revenue is recognized, in each case, when the product isdelivered or the service rendered.

In both flight and non-flight, revenue on products or services for which the Group does notassume inventory or other financial risk is accounted for on a ‘‘net’’ basis, representing the mark-up(which is the difference between the price at which we source a product and sell that product to acustomer, which difference includes any service fees or booking fees that we charge) the Groupearns. When the Group incurs an inventory or other financial risk in either of our two lines ofbusiness (currently the case only for charter flights offered by Go Voyages in France, DynamicPackages offered by Opodo limited, conferences and events offered by Travellink in the Nordicsand, to a lesser extent, tour packages offered to employees by eDreams in Italy), revenue isaccounted for on a ‘‘gross’’ basis, representing the total amount paid by our customers for these

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products and services. The cost of procuring the relevant products and services sold to ourcustomers is accounted for as ‘‘supplies.’’

The Group generally does not take on credit risk with the customer; however the Group issubject to charge-backs and fraud risk which the Group monitors closely.

The Group uses GDS services to source and book products. Under GDS service agreements,the Group earns revenue in the form of an incentive payment for each segment that is processedthrough a GDS service provider. Revenue is recognized for these incentive payments at the time thetravel reservation is processed through the GDS service provider, which is generally at the time ofbooking.

The Group recognizes revenue for insurance sold to customers along with travel products atthe time of booking as the cover starts from that date.

The Group generates other revenues, which is primarily comprised of revenue fromadvertising. Such revenue is derived primarily from the delivery of advertisements on the variouswebsites the Group operates and is recognized at the time of display or over the advertisingdelivery period, depending on the terms of the advertising contract.

Reporting revenue on a ‘‘gross’’ versus ‘‘net’’ basis is a matter of significant judgment thatdepends on a relevant set of facts and circumstances. This analysis is performed using variouscriteria such as, but not limited to, whether the group is primary obligor in the arrangement, thegroup have inventory risk, latitude in establishing price, discretion in supplier selection or credit risk.

However, if our judgments regarding revenue are inaccurate, actual revenue could differ fromthe amount the Group recognizes, directly impacting our reported revenue.

Cost of sales

The cost of sales is primarily comprised of direct costs associated with the travel agencybusiness incurred to generate revenue, for example related to sales of charters and some dynamicpackages in which we act as principal. The costs are generally variable in nature and are primarilydriven by transaction volumes.

Current operating profit

Current operating profit consists in revenue margin, after deducting personnel expenses, otheroperating income/ expenses, depreciation and amortization and charges net of reversals toprovisions.

Other non-recurring income/(expense)

Other non-recurring income/(expense) includes income or expense items that are unusual andmaterial to the consolidated financial statements.

Finance result

Finance result consists in incomes and expenses relating to the net financial debt during theaccounting period, including gains and losses on the corresponding interest rate and foreignexchange rate hedges.

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Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantiallyall the risks and rewards of ownership to the Group. All other leases are classified as operatingleases.

Assets held under finance leases are initially recognized as assets of the Group at their fairvalue at the inception of the lease or, if lower, at the present value of the minimum lease payments.The corresponding liability to the lesser is included in the consolidated statement of financialposition as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the leaseobligation so as to achieve a constant rate of interest on the remaining balance of the liability.Finance expenses are recognized immediately in profit or loss, unless they are directly attributableto qualifying assets, in which case they are capitalized in accordance with the Group’s generalpolicy on borrowing costs. Contingent rentals are recognized as expenses in the periods in whichthey are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over thelease term, except where another systematic basis is more representative of the time pattern inwhich economic benefits from the leased asset are consumed. Contingent rentals arising underoperating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentivesare recognized as a liability. The aggregate benefit of incentives is recognized as a reduction ofrental expense on a straight-line basis, except where another systematic basis is morerepresentative of the time pattern in which economic benefits from the leased asset are consumed.

Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currenciesother than the Company’s functional currency of the Euro (foreign currencies) are recognized at therates of exchange prevailing at the dates of the transactions. At the end of each reporting period,monetary items denominated in foreign currencies are retranslated at the rates prevailing at thatdate. Non-monetary items carried at fair value that are denominated in foreign currencies areretranslated at the rates prevailing at the date when the fair value was determined. Non-monetaryitems that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognized in profit or loss in the period in whichthey arise.

For the purposes of presenting consolidated financial statements, the assets and liabilities ofthe Group’s foreign operations are translated into Euros using exchange rates prevailing at the endof each reporting period. Income and expense items are translated at the average exchange ratesfor the period, unless exchange rates fluctuate significantly during that period, in which case theexchange rates at the dates of the transactions are used. Exchange differences arising, if any, arerecognized and accumulated in equity.

Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising on theacquisition of a foreign operation are translated at the closing rate of exchange. Exchangedifferences arising are recognized in equity.

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Government grants

Government grants are not recognized until there is reasonable assurance that the Group willcomply with the conditions attaching to them and that the grants will be received.

Retirement benefits costs

Defined contribution plans

Based on the provisions of the Collective Agreement applicable to different Group companies,the Group has a defined contribution plan with its employees. A defined contribution plan is a planwhereby the Group makes fixed contributions to a separate entity and has no legal, contractual orconstructive obligation to make additional contributions if the separate entity does not havesufficient assets to meet the commitments undertaken. Once the contributions have been paid, theGroup has no additional payment obligations.

Contributions are recognized as employee benefits when they accrue. Benefits paid inadvance are recognized as an asset to the extent that there are a cash refund or a reduction infuture payments.

Defined benefit plans

Defined benefit plans establish the amount of the benefit the employee will receive onretirement, normally based on one or more factors such as age, years of service and remuneration.See the detail of the different defined benefit plans the Group has in Note 25.

The liability recognized in the balance sheet is the present value of the obligation in respect ofdefined benefits on the balance sheet date less the fair value of the plan assets, and adjustmentsfor unrecognized past service costs. The obligation in respect of defined benefits is measured byindependent actuaries using the projected unit credit method. The present value of the definedbenefit obligation is determined by discounting the estimated future cash outflows, using theinterest rates on high quality business bonds denominated in the same currency as will be used topay the benefits, with maturity periods similar to those of the corresponding obligations. Incountries where there is no market for such bonds, the market rates of government bonds areused. Actuarial gains or losses arising from adjustments based on experience and changes in theactuarial assumptions are charged or credited to other comprehensive income in the period inwhich they arise.

Past service costs are recognized immediately in the result, unless they arise as a result ofchanges in the pension plan and they are subject to the continuity of employees in service during aspecific time (vesting period). In this case, past service costs are amortized using the straight-linemethod over the vesting period.

Share-based payment arrangements

Equity-settled share-based payments to employees and others providing similar services aremeasured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments isexpensed on a straight-line basis over the vesting period, based on the Group’s estimate of equityinstruments that will eventually vest, with a corresponding increase in equity. At the end of each

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reporting period, the Group revises its estimate of the number of equity instruments expected tovest.

The impact of the revision of the original estimates in cash-settled share-based payments, ifany, is recognized in profit or loss such that the cumulative expense reflects the revised estimate,with a corresponding adjustment to the equity-settled employee benefits reserve.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs fromprofit as reported in the consolidated income statement because of items of income or expensethat are taxable or deductible in other years and items that are never taxable or deductible. TheGroup’s liability for current tax is calculated using tax rates that have been enacted or substantivelyenacted by the end of the reporting period.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assetsand liabilities in the consolidated financial statements and the corresponding tax bases used in thecomputation of taxable profit. Deferred tax liabilities are generally recognized for all taxabletemporary differences. Deferred tax assets are generally recognized for all deductible temporarydifferences to the extent that it is probable that taxable profits will be available against which thosedeductible temporary differences can be utilized. Such deferred tax assets and liabilities are notrecognized if the temporary difference arises from goodwill or from the initial recognition (other thanin a business combination) of other assets and liabilities in a transaction that affects neither thetaxable profit nor the accounting profit.

Deferred tax assets generated by tax loss are only recognized to the extent that it is probablethat there will be sufficient taxable profits during the validity period of these tax losses carryforwards.

The carrying amount of deferred tax assets is reviewed at the end of each reporting periodand reduced to the extent that it is no longer probable that sufficient taxable profits will be availableto allow all or part of the asset to be recovered

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply inthe period in which the liability is settled or the asset realized, based on tax rates (and tax laws)that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set offthe amounts recognized and the Group Company intends to settle the net figure, or realize theasset and settle the liability simultaneously.

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Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost lessaccumulated amortization and accumulated impairment losses. Amortization is recognized on astraight-line basis over their estimated useful lives as follows:

Useful life(Years)

Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-5Trademarks and domains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5Other Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-5

The estimated useful life and amortization method are reviewed at the end of each reportingperiod, with the effect of any changes in estimate being accounted for on a prospective basis.

Internally-generated intangible assets—research and development expenditure

Expenditure on research activities is recognized as an expense in the period in which it isincurred.

An internally-generated intangible asset arising from the Group’s development of its websiteoperating platform and related back office systems is recognized if, and only if, all of the followinghave been demonstrated:

• an asset is created that can be identified (such as software and new processes)

• it is probable that the asset created will generate future economic benefits, and

• the development cost of the asset can be measured reliably

The revenue associated with the capitalization of internally-generated intangible assets isclassified in the profit and loss statement according to the nature of the development cost of theasset.

Where no internally-generated intangible asset can be recognized, development expenditure isrecognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at costless accumulated amortization and accumulated impairment losses, on the same basis asintangible assets that are acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwillare initially recognized at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination arereported at cost less accumulated amortization and accumulated impairment losses, on the samebasis as intangible assets that are acquired separately.

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With regard to trademarks, the royalty-based approach has been adopted: this involvesestimating the value of the trademark by reference to the levels of royalties demanded for the useof similar trademarks, based on revenues forecasts drawn up by the Group.

This approach is based on a qualitative analysis of the trademark in order to ensure that theassumptions selected are relevant. The discount rate used is based on the weighted average costof capital (WACC) for the target acquired.

Derecognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits areexpected from use or disposal. Gains or losses arising from derecognition of an intangible asset,measured as the difference between the net disposal proceeds and the carrying amount of theasset, are recognized in profit or loss when the asset is derecognized.

Tangible assets

Property, plant and equipment are stated at cost less accumulated depreciation andaccumulated impairment losses.

Depreciation is recognized so as to write off the cost or valuation of assets using thestraight-line method. The estimated useful lives and depreciation method are reviewed at the end ofeach reporting period, with the effect of any changes in estimate accounted for on a prospectivebasis.

Useful life(Years)

General Installations/Technical Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8Furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-10Computer Hardware . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-10Transport equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-8Other items of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-8

Assets held under finance leases are depreciated over their expected useful lives on the samebasis as owned assets or, where shorter, the term of the relevant lease.

Any gain or loss arising on the disposal or retirement of an item of property, plant andequipment is determined as the difference between the sales proceeds and the carrying amount ofthe asset and is recognized in profit or loss.

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangibleand intangible assets to determine whether there is any indication that those assets have sufferedan impairment loss. If any such indication exists, the recoverable amount of the asset is estimatedin order to determine the extent of the impairment loss (if any). Where it is not possible to estimatethe recoverable amount of an individual asset, the Group estimates the recoverable amount of thecash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their present value using a pre-tax

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discount rate that reflects current market assessments of the time value of money and the risksspecific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, thecarrying amount of the asset is reduced to its recoverable amount. An impairment loss isrecognized immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset isincreased to the revised estimate of its recoverable amount, but so that the increased carryingamount does not exceed the carrying amount that would have been determined had no impairmentloss been recognized for the asset (or cash-generating unit) in prior years. A reversal of animpairment loss is recognized immediately in profit or loss.

Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) asa result of a past event, it is probable that the Group will be required to settle the obligation, and areliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required tosettle the present obligation at the end of the reporting period, taking into account the risks anduncertainties surrounding the obligation. When a provision is measured using the cash flowsestimated to settle the present obligation, its carrying amount is the present value of those cashflows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to berecovered from a third party, a receivable is recognized as an asset if it is virtually certain thatreimbursement will be received and the amount of the receivable can be measured reliably.

When it is only possible that the Group will be required to settle the obligation, thecontingency is disclosed in the note for Contingencies.

Contingent liabilities acquired in a business combination

Contingent liabilities acquired in a business combination are initially measured at fair value atthe acquisition date. At the end of subsequent reporting periods, such contingent liabilities aremeasured at the higher of the amount that would be recognized in accordance with IAS 37Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognized lesscumulative Amortization recognized in accordance with IAS 18 Revenue.

Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a partyto the contractual provisions of the instrument.

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fairvalue through profit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS)financial assets and ‘loans and receivables’.

All the Group’s financial assets are classified as ‘‘loan and receivables’’, reflecting the natureand purpose of the financial assets, determined at the time of initial recognition.

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Effective interest method

The effective interest method is a method of calculating the amortized cost of a debtinstrument and of allocating interest income over the relevant period. The effective interest rate isthe rate that exactly discounts estimated future cash receipts (including all fees and points paid orreceived that form an integral part of the effective interest rate, transaction costs and otherpremiums or discounts) through the expected life of the debt instrument, or, where appropriate, ashorter period, to the net carrying amount on initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable paymentsthat are not quoted in an active market. Loans and receivables are measured at amortized costusing the effective interest method, less any impairment.

Interest income is recognized by applying the effective interest rate, except for short-termreceivables when the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period.Financial assets are considered to be impaired when there is objective evidence that, as a result ofone or more events that occurred after the initial recognition of the financial asset, the estimatedfuture cash flows of the investment have been affected.

The carrying amount of the financial asset is reduced by the impairment loss directly for allfinancial assets with the exception of trade receivables, where the carrying amount is reducedthrough the use of an allowance account. When a trade receivable is considered uncollectible, it iswritten off against the allowance account. Subsequent recoveries of amounts previously written offare credited against the allowance account. Changes in the carrying amount of the allowanceaccount are recognized in profit or loss.

Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flowsfrom the asset expire, or when it transfers the financial asset and substantially all the risks andrewards of ownership of the asset to another entity. If the Group neither transfers nor retainssubstantially all the risks and rewards of ownership and continues to control the transferred asset,the Group recognizes its retained interest in the asset and an associated liability for amounts it mayhave to pay. If the Group retains substantially all the risks and rewards of ownership of a transferredfinancial asset, the Group continues to recognize the financial asset and also recognizes acollateralized borrowing for the proceeds received.

Restricted cash

Restricted cash deposits are in respect of cash guarantees given by the Company and itsprincipal subsidiaries to IATA and a number of local governmental agencies to ensure compliancewith the accreditation terms for each organisation. The restricted cash deposits are stated at costwhich approximates to their fair value and are classified as ‘‘Other non-current assets’’.

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Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and short-term deposits and othershort-term highly liquid investments that are readily convertible to cash and are subject to aninsignificant risk of changes in value.

Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments issued by a Group entity are classified as either financial liabilitiesor as equity in accordance with the substance of the contractual arrangements and the definitionsof a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entityafter deducting all of its liabilities. Equity instruments issued by the Group are recognized at theproceeds received, net of direct issue costs.

Compound instruments

The component parts of compound instruments (convertible notes/preferred shares) issued bythe Company‘s or its direct subsidiary are classified separately as financial liabilities and equity inaccordance with the substance of the contractual arrangements and the definitions of a financialliability and an equity instrument.

Conversion option that will be settled by the exchange of a fixed amount of cash or anotherfinancial asset for a fixed number of the own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailingmarket interest rate for similar non-convertible instruments. This amount is recorded as a liability onan amortized cost basis using the effective interest method until extinguished upon conversion or atthe instrument’s maturity date.

The conversion option classified as equity is determined by deducting the amount of theliability component from the fair value of the compound instrument as a whole. This is recognizedand included in equity, net of income tax effects, and is not subsequently remeasured. In addition,the conversion option classified as equity will remain in equity until the conversion option isexercised, in which case, the balance recognized in equity will be transferred to share premium.Where the conversion option remains unexercised at the maturity date of the convertible note, thebalance recognized in equity will be transferred to retained profits. No gain or loss is recognized inprofit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible notes are allocated to the liabilityand equity components in proportion to the allocation of the gross proceeds. Transaction costsrelating to the equity component are recognized directly in equity. Transaction costs relating to theliability component are included in the carrying amount of the liability component and are amortizedover the lives of the convertible notes using the effective interest method.

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Other financial liabilities

Other financial liabilities (including borrowings) are subsequently measured at amortized costusing the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financialliability and of allocating interest expense over the relevant period. The effective interest rate is therate that exactly discounts estimated future cash payments (including all fees and points paid orreceived that form an integral part of the effective interest rate, transaction costs and otherpremiums or discounts) through the expected life of the financial liability, or (where appropriate) ashorter period, to the net carrying amount on initial recognition.

Derecognition of financial liabilities

The Group derecognizes financial liabilities when, and only when, the Group’s obligations aredischarged, cancelled or expired. The difference between the carrying amount of the financialliability derecognized and the consideration paid and payable is recognized in profit or loss.

Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure tointerest rate and foreign exchange rate risks, including foreign exchange forward contracts, interestrate swaps and cross currency swaps.

Derivatives are initially recognized at fair value at the date the derivative contracts are enteredinto and are subsequently remeasured to their fair value at the end of each reporting period. Theresulting gain or loss is recognized in profit or loss immediately unless the derivative is designatedand effective as a hedging instrument, in which event the timing of the recognition in profit or lossdepends on the nature of the hedge relationship.

Hedge accounting

The Group designates certain hedging instruments, which include derivatives, embeddedderivatives and non-derivatives in respect of foreign currency risk, as either fair value hedges orcash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between thehedging instrument and the hedged item, along with its risk management objectives and itsstrategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge andon an ongoing basis, the Group documents whether the hedging instrument is highly effective inoffsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualifyas cash flow hedges is recognized in other comprehensive income and accumulated under theheading of cash flow hedging reserve. The gain or loss relating to the ineffective portion isrecognized immediately in profit or loss.

Amounts previously recognized in other comprehensive income and accumulated in equity arereclassified to profit or loss in the periods when the hedged item is recognized in profit or loss, inthe same line of the consolidated income statement as the recognized hedged item. However,

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when the hedged forecast transaction results in the recognition of a non-financial asset or anon-financial liability, the gains and losses previously recognized in other comprehensive incomeand accumulated in equity are transferred from equity and included in the initial measurement ofthe cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the Group revokes the hedging relationship, when thehedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies forhedge accounting. Any gain or loss recognized in other comprehensive income and accumulated inequity at that time remains in equity and is recognized when the forecast transaction is ultimatelyrecognized in profit or loss. When a forecast transaction is no longer expected to occur, the gain orloss accumulated in equity is recognized immediately in profit or loss.

Current/Non-current classification

Current assets are considered to be those related to the normal cycle of operations (which isusually considered to be one year); assets which are expected to expire, be disposed of or realisedin the short term as from year-end; financial assets held for trading (except for financial derivativesto be settled later than one year); and cash and other equivalent liquid assets. Assets that do notmeet these requirements are qualified as non-current.

Likewise, current liabilities are those related to the ordinary cycle of operations, financialliabilities held for trading, with the exception of financial derivatives to be settled later than one year,and in general all obligations that will expire or terminate in the short term. If this is not the case,they are classified as non-current.

Related party transactions

The Group performs all its transactions with related parties on an arm’s length basis. Also, thetransfer prices are adequately supported and, therefore, the Group Directors consider that there areno material risks in this connection that might give rise to significant liabilities in the future.

5. Financial Risk Management

5.1 Financial Risks

Credit risk

Our cash and cash equivalents are held with financial entities with strong credit ratings.

Our credit risk is mainly attributable to customer receivables on corporate travel and Businessto Business (B2B) customers, and advertising receivables. These amounts are recognized in theconsolidated balance sheet net of provisions for doubtful receivables, which is estimated by ourmanagement on a case by case basis.

Interest rate risk

Our exposure to interest rate risk is limited, as the main part of our credit facilities bear interestat a fixed rate. The remaining part is the revolving credit facility, which bears interest at a variablerate, but has not been drawn at year-end (see note 23.2)

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5. Financial Risk Management (Continued)

Liquidity risk

In order to meet our liquidity requirements, our principal sources of liquidity are: cash andcash equivalents from the balance sheet, cash flow generated from operations and the RevolvingCredit Facilities of e130 million to fund intra-month cash swings and supplier guarantees.

Exchange rate risk

The exchange rate risk arising on the Group’s activities has basically two sources: the riskarising in respect of commercial transactions carried out in currencies other than the functionalcurrency of each Group company and the risk arising on the consolidation of subsidiaries that havea functional currency other than the euro.

In relation to commercial transactions, the Group is exposed to exchange rate risk as itoperates with the pound sterling, but also Swedish krona and other Nordics currencies (Norwegiankrone and Danish Krone). The exchange rate risk arises on future commercial transactions, and onassets and liabilities denominated in a foreign currency.

However, as the volume of the Group’s sales and purchases in foreign currency (other thanthe local currency of each of the subsidiaries) is of little relevance compared to the Group’s totaloperations.

5.2 Capital risk management

The Group’s objective in equity management is to safeguard its capacity to continuemanaging its recurring activities and the capacity to continue to grow through new projects, byoptimising the debt-to-equity ratio to create shareholder value.

The Group’s growth is financed mainly through internal cash flows generated by the Group’srecurring businesses.

The Group’s optimal leverage level is not determined on the basis of its overall debt-to-equityratio but with the goal of maintaining moderate levels of debt.

The Group does not consider the debt-to-equity ratio a suitable indicator for defining its equitypolicy as its consolidated equity may be affected by a range of factors which are not necessarilyindicative of its capacity to satisfy its future financial obligations, including:

• The effect of fluctuations in functional currencies other than the euro through currencytranslation differences.

• The impairment losses on assets that will not recur and which do not involve a cash outflowwhen recognised.

The Group’s capital policy does not set short-term quantitative targets for its indebtedness inrelation to its net equity, but is adjusted to allow the Group to manage its recurring operations andtake advantages of opportunities for growth while maintaining indebtedness at appropriate levels inthe light of its expected future generation of cash flows and in compliance with any quantitativerestrictions contained in its main debt contracts.

None of the Group’s main debt contracts contain specific clauses restricting its debt-to-equityratio.

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5. Financial Risk Management (Continued)

The Revolving Credit Facility 2018 Notes includes a covenant requiring a sub-group of theGroup to maintain a net debt to EBITDA ratio for the rolling twelve months to each quarter end.

At March 31, 2013 the Group complied with all the restrictions imposed by its main debtcontracts, and as its businesses may reasonably be expected to continue operating, the Groupdoes not foresee any non-compliance in the future.

6. Revenue

The Group makes travel products and services available to travellers, either directly or througha business customer, both on a stand-alone and package basis. We generate our revenue from thesale of (i) flight products, including regular airline and LCC flight products and charter flightproducts as well as insurance for flight products, (ii) non-flight products, including hotel bookings,Dynamic Packages (including revenue from the flight component thereof), vacation packages, carrentals and insurance for non-flight products, and (iii) non-travel services, such as advertising andphone revenue, consisting mainly of charges on toll calls. Our revenue is earned through mark-ups,booking fees, insurance commissions and other fees from our customers, as well as incentivepayments from suppliers linked to the number of sales facilitated by us. We also receive incentivesfrom our GDS service providers based on the volume of sales completed by us through the GDSsystems.

For a significant majority of our products and services, we act as agent, neither bearing anyinventory risk nor serving as the primary obligor of the arrangement. As agent, we enable travellersto book flight and non-flight products and services we source from travel suppliers and in respectof such bookings, we are either (a) the full agent of record, in which case we charge and receivepayment for the full amount of the booking from the customer and pay the net price of the travelproduct or service to our travel suppliers at a later date, or (b) the agent of record only in respectof the service fees we charge to the customer, in which case the remaining part of the bookingvalue is transacted and charged to the customer directly by our travel suppliers. Whether we act asfull agent of record or agent of record only in respect of the service fees we charge to thecustomer, we record our revenue on a net basis. We also act as a ‘‘pure’’ intermediary whereby weserve as a click through and pass reservations made by the customer on to the relevant travelsupplier (e.g., in respect of tour packages offered in Germany) or perform certain limitedintermediary functions with respect to such reservations. On such ‘‘pure’’ intermediary transactions,we are not the agent of record in respect of any amounts paid by the customer and our revenueconsists solely of commissions and incentives from travel suppliers and/or GDS service providers.Depending on the specific agency role that we perform, we provide varying degrees of supportservices, if any, to the customer once the booking has been secured.

Under the principal model, we purchase inventory for resale (and accordingly bear theinventory risk) or are the primary obligor of the arrangement and, in each case, recognize revenueon a gross basis. We act as principal in respect of charter flights offered by Go Voyages in France,Dynamic Packages offered by the Opodo Limited, conference and events offered by Travellink inthe Nordics and, to a lesser extent, tour packages offered to the employees by eDreams in Italy.

In addition to the revenue generated under the agency and principal models, we generateother revenue from non-travel related products and services, such as fees for advertising on ourwebsites, incentives we receive from credit card companies and charges on toll calls.

The Group enables travellers to book flight and non-flight products and services sourced fromtravel companies. Gross bookings is an operating and statistical metric that captures the total

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amount paid by customers for travel products and services booked through us (including the partthat is passed on to, or transacted by, the travel supplier), including taxes, service fees and othercharges and excluding VAT. Gross Bookings include the gross value of transactions booked underboth agency and principal models as well as transactions made via our white label distribution andsourcing partners or any transaction where we act as ‘‘pure’’ intermediary whereby we serve as aclick-through and pass the reservations made by the customer to the relevant travel supplier’’.

AggregatedMarch 2013 March 2012

France + GV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,062,703 1,982,418Southern Europe (Spain + Italy) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 654,932 662,224

Core . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,717,636 2,644,642Germany + Austria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 630,086 603,115UK + Nordics + Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 932,931 767,283

Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,563,016 1,370,398

Total Gross Bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,280,652 4,015,040

Total Number of bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,728,298 8,492,763

For the year ended March 31, 2013 the businesses generated e4.281 billion of gross bookingscompared to e4.015 billion at March 31, 2012. The latter has been estimated on a twelve monthbasis on a comparable perimeter as compared to 2013.

The following is an analysis of the Group’s revenue for the year:


Ticketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454,938 448,551Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,298 8,100Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,313 16,438

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 479,549 473,089

For the year ended March 31, 2012, both ‘‘Total Gross bookings’’ and ‘‘Total Revenue’’correspond to the aggregated position based on a twelve-month period for the three companies. Areconciliation table is provided on the Note 7.3.

AggregatedMarch 2013 March 2012 March 2012

Go Voyages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months 12 monthseDreams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months 12 monthsOpodo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months 9 months

7. Segment information

The Group has four reportable geographical segments based on how the Chief OperatingDecision Maker (CODM) manages the business, makes operating decisions and evaluatesoperating performance. Reportable segments offer different products and services and are

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7. Segment information (Continued)

managed separately because the nature of products and methods used to distribute the servicesare different. For each reportable segment, the Group’s Leadership team comprising of ChiefExecutive Officer and Chief Financial Officer, reviews internal management reports. Accordingly, theLeadership Team is construed to be the Chief Operating Decision Maker (CODM).

7.1 Segment revenue and revenue margin

The following is an analysis of the Group’s revenue and revenue margin by reportablesegments:

TOTAL revenue Revenue marginAggregated Aggregated

March 2013 March 2012 March 2013 March 2012

France + GV . . . . . . . . . . . . . . . . . . . . 241,801 237,283 174,702 160,906Southern Europe (Spain + Italy) . . . . . . 75,357 82,875 75,336 82,169

Core . . . . . . . . . . . . . . . . . . . . . . . . . . 317,158 320,158 250,038 243,075Germany + Austria . . . . . . . . . . . . . . . 75,615 78,298 45,880 44,796UK + Nordics + Other . . . . . . . . . . . . . 86,776 74,633 77,068 63,161

Expansion . . . . . . . . . . . . . . . . . . . . . 162,391 152,931 122,948 107,957

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . 479,549 473,089 372,986 351,032

Personnel expenses (excl. non-recurringpersonnel costs) . . . . . . . . . . . . . . . . (53,018) (54,624)

Depreciation and amortization . . . . . . . . (33,621) (44,029)Impairment and result on disposal of

non-current assets (net) . . . . . . . . . . — —Other operating expenses (incl.

non-recurring costs) . . . . . . . . . . . . . (222,987) (225,143)Operating profit /(loss) . . . . . . . . . . . . 63,360 27,236Finance result . . . . . . . . . . . . . . . . . . . (83,096) (71,864)Income (loss) of associates accounted

for using equity method . . . . . . . . . . (45) —

Profit before tax . . . . . . . . . . . . . . . . . (19,781) (44,628)

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7.2 Geographical information

The Group operates in 4 principal areas:

Gross bookings Total revenue Revenue marginAggregated Aggregated Aggregated

March 2013 March 2012 March 2013 March 2012 March 2013 March 2012

France + GV . . . . . . . . . . . 2,062,703 1,982,418 241,801 237,283 174,702 160,906Southern Europe

(Spain + Italy) . . . . . . . . 654,932 662,224 75,357 82,875 75,336 82,169

Core . . . . . . . . . . . . . . . . 2,717,636 2,644,642 317,158 320,158 250,038 243,075Germany + Austria . . . . . . 630,086 603,115 75,615 78,298 45,880 44,796UK + Nordics + Other . . . . 932,931 767,283 86,776 74,633 77,068 63,161

Expansion . . . . . . . . . . . . 1,563,016 1,370,398 162,391 152,931 122,948 107,957

TOTAL . . . . . . . . . . . . . . . 4,280,652 4,015,040 479,549 473,089 372,986 351,032

Please note that information presented in the table above refers to 2012 aggregated data(i.e. 12-month period for the three sub-groups).

No single customers contributed 10% or more to the Group’s revenue at March 31, 2013 andMarch 31, 2012.

7.3 Reconciliation

Financial statements presented in the note 6 and 7 for the period ended March 31, 2012correspond to the consolidated statements of income with twelve-month period for all entities of theconsolidation perimeter. The table here after shows the reconciliation with the reported consolidatedstatements of income and corresponds to the Opodo figures for the Quarter ended June 30, 2011.

Total revenue Revenue margin Operating profitMarch 2012 March 2012 March 2012

Aggregated . . . . . . . . . . . . . . . . . . . . . . . . 473,089 351,032 27,236Opodo figures for April—June 2011 . . . . . . (49,546) (31,329) (11,373)

Reported figures . . . . . . . . . . . . . . . . . . . 423,543 319,703 15,863

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7.4 Other financial disclosures


Revenue Margin from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 265,443 240,558Revenue Margin from suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,245 102,374Revenue Margin from advertising and meta clicks-out . . . . . . . . . . . . 8,298 8,100

Total Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372,986 351,032

Variable costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (210,197) (186,895)Fixed costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (54,358) (56,805)Depreciation, amortization, impairment and results on disposals of

non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,621) (44,029)Non-recurring personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (8,153) (7,051)Other non-recurring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,229) (29,016)Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68) —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,360 27,236

8. Personnel expenses

8.1 Personnel expenses



Wages and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,024 37,764Social security costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,706 11,340Pensions costs (or employees welfare expenses) . . . . . . . . . . . . . . . . 1,288 926Non-recurrent costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,153 5,923

Total personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,171 55,953

The non-recurring costs correspond to expenses which are considered by management not tobe reflective of its on-going operations. A description is provided here after in the note 11.

8.2 Number of employees

The average number of employees (including executive directors) by category of the Groupduring the year is as follows:


Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 11Administrative Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613 590Operational Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589 540

Total headcounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,216 1,141

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9. Depreciation, Amortization and impairment



Depreciation on tangible assets (see note 16) . . . . . . . . . . . . . . . . . . 2,479 2,418Amortization on intangible assets (see note 15) . . . . . . . . . . . . . . . . . 21,743 20,064Impairment on intangible assets (see note 15) . . . . . . . . . . . . . . . . . . 9,346 21,364Impairment on other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 —

Total depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . 33,621 43,846

Amortization of intangible assets primarily related to the capitalised IT projects as well as theintangible assets identified through the purchase price allocation.

The impairment of other intangible assets recognized in March 2013 corresponds mainly tothe impairment of software of Opodo Ltd for e6.7 million and Customer relationship of Go Voyagesfor e2 million whereas at March 2012 the impairment mainly corresponds to the Go Voyages brand(see note 15).

10. Other operating income/(expenses)



Advertising and other operating expenses . . . . . . . . . . . . . . . . . . . . . 192,962 159,066Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,644 5,858IT expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,699 4,753Rent charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,596 3,124Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512 1,007Foreign exchange gains/(losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192 431

Total other operating income and expenses . . . . . . . . . . . . . . . . . . 211,605 174,239

Other operating expenses primarily consist in marketing expenses, credit card processingcosts (incurred only under the merchant model), chargebacks on fraudulent transactions, IT costsrelating to the development and maintenance of our technology, GDS search costs and fees paid toour outsourcing service providers, such as call centers or IT services.

The marketing expenses comprise customer’s acquisition costs (such as paid search costs,metasearch costs and other promotional campaigns) and commissions due to agents and whitelabel partners.

A large portion of the other operating expenses are variable costs, either because they aredirectly related to the number of transactions processed through us or because they result fromdiscretionary decisions from our management.

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11. Non-recurring income/(expenses)



Personnel costsLong Term Incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,387 4,777Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,766 1,146

Personnel costs Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,153 5,923

OthersTransaction related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 21,312Integration related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,877 5,670Contract termination fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 465 2,200Result generated by Opodo Tours until transaction sale . . . . . . . . . . . 287 —Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600 620

Others Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,229 29,802

Non-recurring income/(expenses) . . . . . . . . . . . . . . . . . . . . . . . . . 11,382 35,725

The non-recurring expenses correspond to expenses which are considered by Managementnot to be reflective of its on-going operations.

12. Finance result



Interest expenses on debtInterest expenses on the 2019 Notes . . . . . . . . . . . . . . . . . . . . . . . (18,158) (17,148)Interest expenses on the 2018 Notes . . . . . . . . . . . . . . . . . . . . . . . (4,063) —Interest expenses on Convertible bonds . . . . . . . . . . . . . . . . . . . . . (12,495) (11,434)Interest expenses on Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . (13,504) (19,995)Revolving Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (240) (611)

Effective interest rate impact on debt . . . . . . . . . . . . . . . . . . . . . . . . (24,263) (20,119)Finance expenses on derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,683) (1,159)Foreign exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,305) (951)Other finance expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,821) (2,598)Other finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436 1,659

TOTAL Finance result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (83,096) (72,356)

At March 31, 2013 the caption ‘‘Effective interest rate impact on debt’’ includes e17.6 million ofcapitalized interests recognized directly into expenses from the former Senior Facilities Agreementdebt that was cancelled on January 31, 2013 (see note 2.1). In a like manner, the balance atMarch 31, 2012 included e13.6 million of capitalized interests recognized directly into expensesfrom the former debt cancelled on June 30, 2011.

The caption ‘‘Finance expenses on derivatives’’ includes the expense incurred due to thecancellation of the derivatives, as part of the change in Group debt structure (see note 2.1)

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13. Income tax

At March 31, 2013, the Group encompassed two consolidated tax groups: the eDreams Inc.consolidated tax group and the Lyeurope S.A.S. consolidated tax group.

Regarding the group headed by eDreams Inc., it is formed by eDreams Inc. and its Spanishsubsidiaries in which it has a direct or indirect holding of at least 75%, forming the consolidatedgroup of which eDreams Inc. is the controlling company as for the fiscal year 2011.

The companies forming the group to which this consolidated tax system applies are:

• eDreams Inc.

• Vacaciones eDreams, S.L.U.

• eDreams International Network, S.L.

Prior to the fiscal year 2011, Vacaciones eDreams S.L.U. and eDreams International Network,S.L. formed a Spanish tax group, of which Vacaciones eDreams, S.L.U. was the controllingcompany.

Regarding the group headed by Lyeurope S.A.S., it is formed by Lyeurope S.A.S. and itsFrench subsidiaries in which it has a direct or indirect holding of at least 75%, forming theconsolidated group of which Lyeurope S.A.S. is the controlling company as from April 1, 2011.

The companies forming the group to which this consolidated tax system applies are:

• Lyeurope S.A.S.

• Lyparis S.A.S.

• Go Voyages S.A.S.

• Go Voyages Trade S.A.S.

• Opodo S.A.S.

Prior to April 2011, Lyparis S.A.S., Go Voyages S.A.S. and Go Voyages Trade S.A.S. formed aFrench tax group, of which Lyparis S.A.S. was the controlling company.

Additionally, Opodo S.A.S. has been incorporated to the French tax group since April 2012.

The application of the consolidated taxation system means that the individual corporation taxcredits and debits are integrated in the controlling company and therefore the companies have tosettle this tax with the controlling company.

The subsidiaries that are not included in the consolidated tax groups described above pay taxindividually directly to the corresponding tax authority.

The different Group companies are subject to inspection by the tax authorities in respect ofthe taxes applicable to them for the years that are not statute-barred.

As a result of the different possible interpretations of ruling tax legislation, additional liabilitiesmay arise as a result of an inspection. However, the Directors of the Company consider that anysuch liabilities, should they arise, would not significantly affect the consolidated annual accounts.

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13. Income tax (Continued)

13.1 Income tax recognized in profit or loss



Deferred Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,173 (4,737)Current Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,790) (3,026)

Income tax (expense)/income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,617) (7,763)

13.2 Income tax recognized directly in other comprehensive income



Deferred tax on financial instruments . . . . . . . . . . . . . . . . . . . . . . . . (1,668) 2,430Other deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 266

Total Income tax recognised directly in equity . . . . . . . . . . . . . . . . (1,668) 2,696

13.3 Income tax recognized directly in equity



Split convertible bonds between equity and borrowings . . . . . . . . . . . — 1,023

Total Income tax recognised directly in equity . . . . . . . . . . . . . . . . — 1,023

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13.4 Analysis of tax charge

The income tax charge may be analyzed as follows:


Profit/(loss) for the year from continuing operations after tax . . . . (23,398) (64,256)Income Tax—Expense/Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,617) (7,763)

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,781) (56,493)

Permanent differences:Transaction fees non-deductible . . . . . . . . . . . . . . . . . . . . . . . . . . — 21,288Dividends distributed between subsidiaries . . . . . . . . . . . . . . . . . . 1,401 963Other disallowed expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,510 9,481

Tax basis profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,870) (24,761)

% Income rate Present Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.8% 28.8%

Expected tax charge income/(expense) . . . . . . . . . . . . . . . . . . . . . 1,978 7,131

Corrections of tax expense:Impact of tax rate differences with Parent tax rate . . . . . . . . . . . . . . 3,350 3,528Reversal of the DTA tax loss carried forward . . . . . . . . . . . . . . . . . — (3,892)Utilisation of tax losses not recognised . . . . . . . . . . . . . . . . . . . . . 84 —

Current year losses for which no deferred tax asset has beenrecognised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,562) (10,944)

Activation of tax loss carried forward as DTA . . . . . . . . . . . . . . . . . 577 —Change in deferred tax due to rate change . . . . . . . . . . . . . . . . . . (158) (2,284)Other corrections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,886) (1,302)

Group tax charge income/(expense) . . . . . . . . . . . . . . . . . . . . . . . . (3,617) (7,763)

13.5 Current tax assets and liabilities



Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,594 3,714Other tax receivables (other than income tax) . . . . . . . . . . . . . . . . . . 6,472 6,812

Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,066 10,526

Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,087 2,206Other tax payable (other than income tax) . . . . . . . . . . . . . . . . . . . . . 7,378 4,806

Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,465 7,012

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13.6 Deferred tax balances


Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,750 18,545Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66,963) (78,304)

Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56,213) (59,759)

The following is the analysis of deferred tax assets/liabilities presented in the consolidatedstatement of financial position:

Amountsrecorded inProfit and Amounts Amounts Change in

Balance at Loss recorded in Changes in recorded in tax rate & Translation Balance atMarch 2012 Statement Equity scope OCI others differences March 2013

Tax losses carriedforward . . . . . . . . . 47,345 (10,187) — — — (1,524) 45 35,679

Fair value adjustments . (94,611) 6,932 — 117 — 1,476 (122) (86,208)Financial instruments . . (8,510) (146) — — (1,668) — — (10,324)Other deferred tax . . . . (3,983) 8,623 — — — — — 4,640

Total Defererd taxasset/(liability) . . . . (59,759) 5,222 — 117 (1,668) (48) (77) (56,213)

Amountsrecorded in

Balance at Profit and Amounts Amounts Change inApril 2011 Loss recorded in Changes in recorded in tax rate & Translation Balance atunaudited Statement Equity scope OCI others differences March 2012

Tax losses carriedforward . . . . . . . . . 3,238 (14,176) — 58,271 — — 12 47,345

Fair value adjustments . . (75,962) 12,450 — (33,421) — 2,400 (78) (94,611)Financial instruments . . (12,206) 244 1,023 — 2,429 — (8,510)Other deferred tax . . . . (995) (3,255) — — 267 — — (3,983)

Total Defererd taxasset/(liability) . . . . . (85,925) (4,737) 1,023 24,850 2,696 2,400 (66) (59,759)

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The item tax losses carried forward breaks down as follows:

Unused Tax Losses present YearDTA DTA non

recognised in recognised inAmount Tax Income tax Total DTA in the balance the balance

March 2013 Loss rate (%) Tax Losses sheet sheet

LuxGEO Parent S.a r.l. (LUX) . . 143 28.80% 41 — 41Geo Travel Finance S.C.A.

(LUX) . . . . . . . . . . . . . . . . 3,176 28.80% 915 — 915Lux Geo S.A.R.L. (LUX) . . . . . 864 28.80% 249 — 249Lyeurope (FR) . . . . . . . . . . . . 56,474 34.43% 19,444 — 19,444Opodo Italia SRL (IT) . . . . . . . 3,716 27.50% 1,022 — 1,022Opodo SAS (FR) . . . . . . . . . . 1,877 34.43% 646 — 646Opodo Limited (UK) . . . . . . . . 152,542 23.00% 35,085 35,085 —Travellink AB (SWE) . . . . . . . . 23,917 22.00% 5,261 594 4,667eDreams LTD (UK) . . . . . . . . . 1,879 23.00% 432 — 432eDreams Enterprise SLU (ESP) 1,376 28.00% 385 — 385eDreams GMBH (GER) . . . . . 76 33.30% 25 — 25eDreams LLC (USA) . . . . . . . 57 28.00% 16 — 16

Total . . . . . . . . . . . . . . . . . . 246,097 63,521 35,679 27,843

Unused Tax Losses previous YearDTA DTA non

recognised in recognised inAmount Tax Income tax Total DTA in the balance the balance

March 2012 Loss rate (%) Tax Losses sheet sheet

LuxGEO Parent S.a r.l. (LUX) . . 54 28.80% 16 — 16Geo Travel Finance S.C.A.

(LUX) . . . . . . . . . . . . . . . . 3,143 28.80% 905 — 905Lux Geo S.A.R.L. (LUX) . . . . . 175 28.80% 50 — 50Lyeurope (FR) ( Before Fiscal

Group) . . . . . . . . . . . . . . . 41,548 34.43% 14,305 — 14,305Opodo Italia SRL (IT) . . . . . . . 4,235 27.50% 1,165 — 1,165Opodo SAS (FR) . . . . . . . . . . 2,901 34.43% 999 — 999Opodo Limited (UK) . . . . . . . . 194,035 24.00% 46,568 46,568 —Travellink AB (SWE) . . . . . . . . 23,006 26.20% 6,028 777 5,251

Total . . . . . . . . . . . . . . . . . . 269,097 70,036 47,345 22,690

In addition, at the balance sheet date Opodo Limited has unrecognized deferred tax assets ofe18.4 million (e18.7 million at March 31, 2012) in respect of accelerated capital allowances andother timing differences arising in the United Kingdom that are available indefinitely for offsetagainst future taxable profits.

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14. Goodwill

A detail of the goodwill movement for the period ended March 31, 2013 is set out below:

Balance at March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 872,154Changes in the scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (191)Exchange rate diferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,153

Balance at March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876,116

During the current period LuxGeo S.a.r.l. and Amadeus IT Group S.A signed an amendmentagreement releasing and forever discharging to the other, all and/or any actions, claims, demandsand/or rights in connection with the agreement for the sale and purchase of the entire issued sharecapital of Opodo Limited dated February 9, 2011 (as subsequently amended by written agreementbetween the parties, ‘‘SPA’’).

It was also agreed in the aforementioned amendment agreement, that any tax claim (asdefined in the SPA) shall not be considered as a released claim for the purpose of that amendment.Therefore, we keep in the consolidated income statement of financial position the tax provision andthe receivable from Amadeus amounting to e8.5 million (see notes 18 and 24).

Therefore, according to the IFRS 3, paragraph 45, the provisional goodwill amountsrecognised at the acquisition date have been retrospectively adjusted to reflect new informationobtained about facts and circumstances that existed as of the acquisition date and, if known, wouldhave affected in the recognition of those assets and liabilities as of that date.

As it was mentioned in the note 3.5 during the period ended March 31, 2013 the consolidationmethod for the company IIPIR Software Development S.L changed from fully consolidation methodto equity method because of OdigeO group management decided not to exercise the call optionover the remaining 75% of the shares at maturity date (June 30, 2012).

The goodwill allocation by markets at March 31, 2013 is as follows:

Net Value

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397,634Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,073UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,545Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,225Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,057Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,872Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,710

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876,116

As at March 31, 2013, the amount of the goodwill corresponding to the Nordic markets hasbeen increased by e4.2 million due to the evolution of the euro compared to the functional currencyof these countries, with a balancing entry under ‘‘Cumulative translation adjustment’’.

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14. Goodwill (Continued)

A detail of the goodwill movement for the period ended March 31, 2012 is set out below:

Balance at March 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509,837Changes in the scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359,711Exchange rate diferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,606

Balance at March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 872,154

The ‘‘Changes in the scope’’ include the goodwill related to the Opodo acquisition and IIPIRSoftware Development S.L. for the amount of e360 million and e0.2 million, respectively (seeNote 29).

As at March 31, 2012, the amount of the goodwill corresponding to the Nordic markets wasincreased by e2.6 million due to the evolution of the euro compared to the functional currency ofthese countries, with a balancing entry under ‘‘Cumulative translation adjustment’’.

15. Other intangible assets

The other intangible assets at March 31, 2013 break down as follows:

ExchangeAcquisitions / Disposals / Changes rate

March 2012 Amortization Reversals Reclassification in scope Diferences March 2013

Licenses . . . . . . . . . . . . . . . 773 58 — — — 46 877Brands . . . . . . . . . . . . . . . . 284,537 — — — (10) 480 285,007Trademarks and domains . . . . . 256 14 — — — — 270Software . . . . . . . . . . . . . . . 91,157 2,499 (15,704) 3,568 (536) 403 81,387Software internally developed in

progress . . . . . . . . . . . . . . 3,151 11,578 (136) (3,568) — 32 11,057Other intangible assets . . . . . . 18,947 — — — (80) — 18,867

Total gross value . . . . . . . . . 398,822 14,149 (15,840) — (626) 961 397,466

Licenses . . . . . . . . . . . . . . . (692) (41) — — — (41) (774)Trademarks and domains . . . . . (245) (7) — — — (2) (254)Software . . . . . . . . . . . . . . . (42,814) (17,863) 15,093 — 140 (353) (45,797)Other intangible assets . . . . . . (6,610) (3,832) — — — — (10,442)

Total accumulated amortization (50,361) (21,743) 15,093 — 140 (396) (57,267)

Brands . . . . . . . . . . . . . . . . (21,364) — — — — — (21,364)Software . . . . . . . . . . . . . . . — (7,346) 772 (6,574)Other intangible assets . . . . . . — (2,000) — — — — (2,000)

Total accumulated Impairment . (21,364) (9,346) 772 — — — (29,938)

TOTAL INTANGIBLE ASSETS . 327,097 (16,940) 25 — (486) 565 310,261

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15. Other intangible assets (Continued)

As it was detailed in note 9, the increase in the impairment of other intangible assetscorresponds mainly to the impairment of data Software and Other Customer relationship of theOpodo Limited and Go Voyages, respectively.

The brand breakdown is as follows:

Change Exchangein rate

March 2012 scope Impairment Differences March 2013

Go Voyages . . . . . . . . . . . . . 74,066 — — — 74,066eDreams . . . . . . . . . . . . . . . . 80,800 — — — 80,800Opodo . . . . . . . . . . . . . . . . . 100,000 — — — 100,000Travellink . . . . . . . . . . . . . . . 8,297 — — 480 8,777IIPIR Software Development,

S.L. . . . . . . . . . . . . . . . . . 10 (10) — — —

Total . . . . . . . . . . . . . . . . . . . 263,173 (10) — 480 263,643

The certain brands mentioned above have been pledged to secure the obligations in respectof the Group financial indebtedness.

Software includes an intangible asset relating to the technology used by the Group in itsoperations which, due to its functional benefits, contributes towards attracting new customers andretaining existing ones.

The other intangible assets at March 31, 2012 break down as follows:

ExchangeAcquisitions / Disposals / Changes rate

March 2011 Amortization Reversals Reclassification in scope Diferences March 2012

Licenses . . . . . . . . . . . . . . . — 36 — — 710 27 773Brands . . . . . . . . . . . . . . . . 176,230 — — — 108,089 218 284,537Trademarks and domains . . . . . 153 13 — — 10 80 256Software . . . . . . . . . . . . . . . 49,488 8,279 (145) — 33,085 451 91,157Software internally developed in

progress . . . . . . . . . . . . . . 456 — — 2,681 14 3,151Other intangible assets . . . . . . 18,832 — — — 115 — 18,947

Total gross value . . . . . . . . . 245,159 8,328 (145) — 144,690 790 398,822

Licenses . . . . . . . . . . . . . . . — (24) — — (644) (24) (692)Trademarks and domains . . . . . (147) (20) — — (77) (1) (245)Software . . . . . . . . . . . . . . . (12,849) (16,188) 90 — (13,426) (441) (42,814)Other intangible assets . . . . . . (2,743) (3,832) — — (35) — (6,610)

Total accumulated amortization (15,739) (20,064) 90 — (14,182) (466) (50,361)

Brands . . . . . . . . . . . . . . . . — (21,364) — — — — (21,364)

Total accumulated Impairment . — (21,364) — — — — (21,364)

TOTAL INTANGIBLE ASSETS . . 229,420 (33,100) (55) — 130,508 324 327,097

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15. Other intangible assets (Continued)

The increase in accumulated amortization and depreciation of brands, trademarks anddomains corresponded mainly to the impairment of the Go Voyages brand, amounting toe21.4 million (see note 17). Consequently, the brand breakdown is as follows:

ExchangeChange in rate

March 2011 scope Impairment Differences March 2012

Go Voyages . . . . . . . . . . . 95,430 — (21,364) — 74,066eDreams . . . . . . . . . . . . . . 80,800 — — — 80,800Opodo . . . . . . . . . . . . . . . — 100,000 — — 100,000Travellink . . . . . . . . . . . . . — 8,079 — 218 8,297RLB . . . . . . . . . . . . . . . . . — 10 — — 10

Total . . . . . . . . . . . . . . . . . 176,230 108,089 (21,364) 218 263,173

Software included an intangible asset relating to the technology used by the Group in itsoperations which, due to its functional benefits, contributes towards attracting new customers andretaining existing ones.

16. Tangible assets

The tangible assets break down for the current year is as follows:

ExchangeAcquisitions / Disposals / Changes in rate

March 2012 Amortization Reversals Reclassification scope Diferences March 2013

General installations/Technicalfacilities . . . . . . . . . . . . . 4,133 170 — 100 — — 4,403

Furniture . . . . . . . . . . . . . 1,807 123 — 5 (15) 20 1,940Transports . . . . . . . . . . . . 84 20 (90) — — — 14Computer hardware . . . . . . . 12,715 1,016 (2,653) 7 (44) 46 11,087Other tangible assets . . . . . . 90 — — (22) — — 68

Total gross value . . . . . . . . 18,829 1,329 (2,743) 91 (59) 66 17,513

General installations/Technicalfacilities . . . . . . . . . . . . . (2,685) (533) — (81) — — (3,299)

Furniture . . . . . . . . . . . . . (1,435) (93) — (2) 2 (15) (1,543)Transports equipment . . . . . (31) (64) 80 — — — (15)Computer hardware . . . . . . . (8,292) (1,784) 2,606 (8) 9 (36) (7,505)Other tangible assets . . . . . . (59) (5) — — — — (64)

Total accumulatedamortization . . . . . . . . . (12,502) (2,479) 2,686 (91) 11 (51) (12,426)

Total accumulatedImpairment . . . . . . . . . . — — — — — — —

TOTAL TANGIBLE ASSETS . 6,327 (1,151) (57) (0) (48) 15 5,087

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16. Tangible assets (Continued)

The tangible assets break down for the previous year is as follows:

ExchangeAcquisitions / Disposals / Changes in rate

March 2011 Amortization Reversals Reclassification scope Diferences March 2012

General installations/Technicalfacilities . . . . . . . . . . . . . 3,441 494 — 121 77 — 4,133

Furniture . . . . . . . . . . . . . 296 392 (211) (263) 1,581 12 1,807Transports . . . . . . . . . . . . 12 72 — — — — 84Computer hardware . . . . . . . 9,858 1,436 (67) 34 1,428 26 12,715Other tangible assets . . . . . . 75 5 — 10 — — 90

Total gross value . . . . . . . . 13,682 2,399 (278) (98) 3,086 38 18,829

General installations/Technicalfacilities . . . . . . . . . . . . . (2,078) (481) — (121) (5) — (2,685)

Furniture . . . . . . . . . . . . . (66) (508) 211 223 (1,285) (10) (1,435)Transport equipment . . . . . . (5) (16) — (10) — — (31)Computer hardware . . . . . . . (5,986) (1,401) 67 26 (975) (23) (8,292)Other tangible assets . . . . . . (27) (12) — (20) — — (59)

Total accumulatedamortization . . . . . . . . . (8,162) (2,418) 278 98 (2,265) (33) (12,502)

TOTAL TANGIBLE ASSETS . 5,520 (19) — — 821 5 6,327

17. Impairment of Assets

17.1 Measuring methodology

The assets are tested at the country level, which is used by management to make decisionsabout operating matters and is based on segment information.

Group Management has implemented an annual procedure in order to identify the possibleexistence of unrecorded impairment losses. The procedure for carrying out the impairment test isas follows:

a) A business plan is drawn up for each country for the next 5 years in which the maincomponents are the projected financial statements and the projected investments andworking capital. These projections include Management’s best estimates, which areconsistent with external information, past experience and future expectations.

b) A valuation analysis is carried out, which consists in applying the discounted free cashflow method, carrying out all the procedures necessary to determine the recoverablevalue of the assets in each country. This calculation establishes a valuation range whichvaries mainly according to the discount rate for each of the countries.

This analysis is used by Group Management to analyze both the recoverability of the goodwilland other intangible assets belonging to each of the countries.

17.2 Main assumptions used in the financial projections

For each country, the discount rate after taxes has been defined on the basis of the weightedaverage cost of capital (WACC).

In calculating the discount rate, a specific risk premium has also been considered in certaincases in line with the specific characteristics of each country and the inherent risk profile of theprojected flows of each of the countries.

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17. Impairment of Assets (Continued)

In calculating the value of the assets in each different country, the following parameters havebeen considered:

• In the first year, EBITDA was projected using the 2013/2014 budget assumptions approvedby the Directors.

• In the four following years, a scenario of profitability and needs for investment in intangibleassets and working capital that is consistent and sustainable in the long term for eachcountry.

• The perpetuity growth rate has been estimated at 2% for all countries.

The main assumptions used by the Group to measure present cash flows, which determinethe recoverable value of the assets in each country where impairment of assets has beenestimated, are as follows:

Growth/Value in %


Revenue Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4% 4.7%EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9% 5.3%Perpetuity Growth rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 2.0%

WACC by market %


France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.5% 11.3%Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7% 9.8%Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.7% 14.4%Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7% 12.3%UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.9% 11.7%Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3% 11.8%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.6% 14.1%

The main assumptions have been prepared based on both expected volume and revenuemargin per booking growths for the different market considering the historical trends and thebudgeted assumptions for the 2013-2014 periods.

17.3 Key assumptions used and sensitivity analysis

The key assumptions used in estimating the recoverable value are: the discount rate and therevenue margin. The sensitivity of these key assumptions has been measured through a sensitivitytable with a variation of +/- 0.5% on discount rate and a variation of +/-0.2% on the revenue margingrowth, this being an indicator as of which impairment may be considered to exist. The table

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17. Impairment of Assets (Continued)

presented below shows the effects over the present value of the discounted cash flows of everycash generating units which would not generate any impairment for any of the markets.

PerpetualWACC Growth

+0.5% �0.5% +0.2% �0.2%

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �6% 7% 2% �2%Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �4% 4% 1% �1%Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �4% 5% 1% �1%UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �7% 7% 2% �2%Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �7% 8% 2% �2%Nordics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �6% 7% 2% �2%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �5% 5% 1% �1%

18. Other non-current assets

The other non-current assets break down as follows:


Deposits and guarantees—non-current . . . . . . . . . . . . . . . . . . . . . . . 3,737 3,699Other long term assets—non-current . . . . . . . . . . . . . . . . . . . . . . . . . 8,547 8,377

Other non current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,284 12,076

Due to the acquisition of the Opodo Group in 2012, an amount of e8.5 million (e8.3 million atMarch 2012) is expected to be collected from Amadeus as a result of adjusting the acquisition priceof Opodo Limited shares (see notes 14, 24 and 29.1).

19. Trade and other receivables

19.1 Trade and other receivables

The trade receivables break down as follows:


Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,816 82,294Trade related deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,760 24,282Impairment loss on trade receivables (see note 19.2) . . . . . . . . . . . . . (5,356) (3,903)Accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,798 26,947Advances given—trade related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,560 7,884Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,163 829Prepaid expenses / Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,399 2,611

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,140 140,944

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19. Trade and other receivables (Continued)

On a monthly basis, we assess whether there is objective evidence that impairment exists fora trade receivable on a case by case basis.

The main indicators that a trade receivable may be impaired include:

• Significant financial difficulty of the issuer;

• Payment defaults;

• Renegotiation of the terms of an asset due to financial difficulty of the borrower;

• Significant restructuring due to financial difficulty or expected bankruptcy; and

• Aged balance.

Please note that our main receivables relate to transactions with travel agencies and areimpaired according to actual evidence of impairment. Please note that such principle should alsobe applied to airlines incentives receivables as well as any other type of incentive.

19.2 Valuation allowance

Movements in the valuation allowance are as follows:


Valuation allowance opening balance . . . . . . . . . . . . . . . . . . . . . . . . (3,903) (1,567)Increase in impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,763) (1,860)Amount written off as uncollectible . . . . . . . . . . . . . . . . . . . . . . . . . . 288 35Changes in the scope & other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 (511)

Valuation allowance Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,356) (3,903)

20. Cash and cash equivalent

Shown below is a breakdown of cash and cash equivalent:


Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,608 8Cash and other cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,593 119,435

Cash and cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,201 119,443

‘‘Marketable securities’’ include the investment held by the group in short term financial fundsused as part of the treasury management strategy. The portfolio of this fund is invested in moneymarket instruments and short term bonds, with a weighted average maturity of 30 days and aminimum rating of A2. This investment has an excellent liquidity and no exit charge.

The majority of the bank accounts and marketable securities have been pledged to secure theobligations in respect of the Group financial indebtedness.

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21. Equity

A breakdown at March 31, 2013 and 2012 is as follows:


Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,007 232,507Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237,939 237,939Option premium in convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . 26,012 26,012Equity-settled share based payments . . . . . . . . . . . . . . . . . . . . . . . . 6,787 3,337Retained earnings & others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (113,596) (48,894)Profit & Loss atributable to the parent company . . . . . . . . . . . . . . . . . (23,330) (64,256)Adjustments for changes in value (see note 21.5) . . . . . . . . . . . . . . . 8,790 71Non controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 512

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376,609 387,228

21.1 Share capital

The Company was incorporated on February 14, 2011 with a share capital of e34 thousandrepresented by 3,400,000 shares having a par value of e0.01 each.

On June 30, 2011, the share capital was increased three times as follows:

• by e31,004 thousand through the issue of 3,100,397,405 ordinary shares of e0.01 eachtogether with a share premium of e31,004 thousand paid by a contribution in kindconsisting of the French Indirect Subsidiaries’ Instruments.

• by e85,450 thousand through the issue of 8,333,615,391 ordinary shares, 56,394,776preference shares of Class A and 155,000,000 preference shares of Class B, all of e0.01each, together with a share premium of e83,336 thousand paid by a contribution in cashand by the contribution in kind of a receivable of e1,227 thousand against Geo TravelFinance S.C.A. (the ‘‘GTF Receivable’’).

• by e109,792 thousand through the issue of 10,979,177,194 ordinary shares of e0.01 eachtogether with a share premium of e117,052 thousand paid by a contribution in kind of theshares of US company holding an e-travel business.

On September 27, 2011, the share capital was decreased by e320 thousand by cancellation of31,985,907 Class B preferred shares. The amount of e320 thousand was booked as other reserve.

On September 30, 2011, the share capital was increased by e6,547 thousand through theissue of 654,672,671 ordinary shares of e0.01 each together with a share premium ofe6,547 thousand paid by contributions in kind consisting of (i) the New Lyparis Receivable and(ii) the Shareholder Receivable.

As at March 31, 2012, the share capital of the Company was set at e232,507 thousandrepresented by 23,071,262,661 ordinary shares, 56,394,776 Class A preferred shares and123,014,093 Class B preferred shares, all having a par value of e0.01 each. The share premiumwas set at e237,939 thousand and the other reserve at e320 thousand.

On February 26, 2013, the share capital was increased by e1,500 thousand through the issueof 150,000,000 Class C preferred shares of e0.01 each paid by contribution in cash.

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As at March 31, 2013, the share capital of the Company was set at e234,007 thousandrepresented by 23,071,262,661 ordinary shares, 56,394,776 Class A preferred shares, 123,014,093Class B preferred shares and 150,000,000 Class C preferred shares, all having a par value of e0.01each. The share premium was set at e 237,939 thousand and the other reserve at e320 thousand.

In the event of a payment of dividends, each holder of Class A preferred shares shall beentitled to receive a preferred cumulative dividend (‘‘Preferred Dividend’’) in an amountcorresponding, for each financial year, to 9.875% of the sum of (i) its total contribution made to theCompany to subscribe for the shares held by it (including any share premium paid) and (ii) anyaccumulated but unpaid Preferred Dividend of past financial years. The holders of Class B preferredshares and of ordinary shares shall be entitled to receive the remainder of the sums available fordistributions on a prorata basis of their holding. At the end of each financial year, in the absence ofdistributable profits or in the event of non payment of dividends for such financial year, thePreferred Dividend shall accumulate and be paid to the holders of Class A preferred shares at thenext dividend distribution.

On November 8, 2012, the Company resolved to declare a Preferred Dividend ofe42 thousand distributable to the holders of Class A preferred shares. As at March 31, 2013, thePreferred Dividend of e42 thousand is not yet paid.

All Class B Preferred Shares shall be converted into Ordinary Shares on the date ofoccurrence of an Exit at a ratio of new Ordinary Share(s) per converted Class B Preferred Share(the ‘‘Class B Preferred Shares’ Conversion Ratio’’) to be determined as follows:

(a) If an Exit occurs on or before December 30, 2013:

(i) if the Consolidated EBITDA (as defined hereafter) is less than e130 million theClass B Preferred Shares’ Conversion Ratio shall be 0.01:1;

(ii) if the Consolidated EBITDA is between e130 million and e140 million, the Class BPreferred Shares’ Conversion Ratio shall be between 1:1 and 1.43:1 with a linearprogression;

(iii) if the Consolidated EBITDA is between e140 million and e150 million, the Class BPreferred Shares’ Conversion Ratio shall be between 1.43:1 and 1.86:1 with a linearprogression;

(iv) if the Consolidated EBITDA is between e150 million and e160 million, the Class BPreferred Shares’ Conversion Ratio shall be between 1.86:1 and 2.29:1 with a linearprogression, and

(v) if the Consolidated EBITDA is above e160 million, the Class B Preferred Shares’Conversion Ratio shall be 2.29:1;

(b) If the Exit occurs after December 31, 2013, the Class B Preferred Shares’ conversionratios above shall apply to amounts of Consolidated EBITDA increased by e10 million perannum on a linear basis every quarter.

(c) if the Exit occurs before June 30, 2013 which materializes a Project IRR of at least 25%,the Class B Preferred Shares’ Conversion Ratio shall be 2.29:1 (irrespective of theConsolidated EBITDA).

All Class C Preferred Shares shall be converted into Ordinary Shares on the date ofoccurrence of an Exit at a ratio of zero point zero one (0.01) Ordinary Share per converted Class C

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Preferred Share (the ‘‘Class C Preferred Shares’ Conversion Ratio’’) except if the two followingconditions are met:

(a) the cash flows received as determined under Project IRR shall be at least equal to twotimes the cash flows paid as determined under Project IRR; and

(b) the Project IRR shall be at least 25%.

In such case, the Class C Preferred Shares shall be converted into Ordinary Shares as follows:

(i) if the Project IRR is between 25% and 30%, the Class C Preferred Share’sConversion Ratio shall be between 1:1 and 1:2.38 with a linear progression; and

(ii) if the Project IRR is above 30%, the Class C Preferred Share’s Conversion Ratioshall be 1:2.38.

As soon as possible after the occurrence of an Exit, the Board shall take the necessary stepsto implement such conversion. In particular, the Board of Managers shall, in accordance with therequirements of Luxembourg law and these articles, convene an extraordinary general meeting ofpartners for the purpose of approving the conversion of the Class B Preferred Shares and of theClass C Preferred Shares into Ordinary Shares and amend the articles of incorporation of theCompany in such a manner as to reflect such conversion;

As from the due date for their conversion, and notwithstanding any delay or default of theCompany to approve the conversion and/or amend the articles in order to reflect such conversion,the converted Class B Preferred Shares and the converted Class C Preferred Shares shall entitletheir holders to the same rights as if such holders of Class B Preferred Shares and of Class CPreferred Shares were holding a similar number of Ordinary Shares had the conversion under thisarticle 7 taken place.

The date of the Exit shall be conclusively evidenced by a resolution of the Board of Managersstating that an Exit has occurred.

The terms used shall have the following meaning:

AXEUROPE means AXEUROPE S.A a societe anonyme governed by the laws of Luxembourg,having its registered office at 24, Avenue Emile Reuter, L-2420 Luxembourg, Grand Duchy ofLuxembourg, and registered with the Luxembourg Register of Commerce and Companies undernumber B 159139;

AXA PE Funds means Axa LBO Fund IV, Axa LBO Fund IV Supplementary, Axa Co-InvestmentFund III LP and any other entity advised or managed by Axa Investment Managers Private Equity orany of its affiliates;

Consolidated EBITDA means the consolidated EBITDA of the Group during the last fourclosed calendar quarters;

Exit means

(a) any transaction that entails the transfer, directly or indirectly by Luxgoal and Axeurope, of,at least, a majority of the Company’s outstanding voting equity interests, unless, after suchtransaction: (i) Luxgoal and Axeurope own, individually or together, directly or indirectly, more than25% of the Company’s outstanding voting equity interests; and (ii) Luxgoal and Axeurope keep,individually or together, directly or indirectly, the possibility of exercising decisive influence over theGroup and therefore have the power to block actions which determine the strategic commercial

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behaviour of the Group or hold, directly or indirectly, veto rights in relation to key aspects of thebusiness and the corporate structure of the Group; or

(b) any transaction that entails the transfer, directly or indirectly, of all or substantially all ofthe assets of the Company or of the Group to a person which is not controlled by the PermiraFunds and the AXA PE Funds; or

(c) any transaction whereby the Company merges with or into, or consolidates with, a thirdparty buyer, other than a merger or consolidation where: (i) the holders of the Company’soutstanding equity securities as of immediately prior to such transaction own, directly or indirectly,more than a majority of the voting power of the surviving entity immediately following suchtransaction; or (ii) (x) Luxgoal and Axeurope own, individually or together, directly or indirectly, morethan 25% of the Company’s outstanding voting equity interests and (y) Luxgoal and Axeurope keep,individually or together, directly or indirectly, the possibility of exercising decisive influence over theGroup and therefore have the power to block actions which determine the strategic commercialbehaviour of the Group or hold, directly or indirectly, veto rights in relation to key aspects of thebusiness and the corporate structure of the Group; or

(d) an initial public offering of any member of the Group’s shares (irrespective of the amountfloated or the exchange on which such shares are listed); or

(e) the dissolution or liquidation of the Company that is equivalent to a sale thereof(i.e. excluding a merger or equivalent corporate restructuring that entails dissolution of the companyunless captured by the definition contained in subparagraph (c) above).

Notwithstanding the foregoing, any transfers, directly or indirectly, of shares or assets of theGroup between companies belonging to the Group shall not be deemed an Exit for the purposes ofthe Plan.

Group means the Company and any of its subsidiaries;

Luxgoal means Luxgoal S.a r.l a societe a responsabilite limitee, governed by the laws ofLuxembourg, having its registered office at 282, route de Longwy, L-1940 Luxembourg, GrandDuchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companiesunder number B 152268;

Permira Funds means:

(1) P4 Sub Continuing L.P.1, acting by its manager, Permira IV Managers L.P., acting by itsgeneral partner Permira IV Managers Limited whose registered office is at Trafalgar Court, LesBanques, St Peter Port, Guernsey, Channel Islands;

(2) Permira IV Continuing L.P.2, acting by its manager, Permira IV Managers L.P., acting byits general partner Permira IV Managers Limited whose registered office is at Trafalgar Court, LesBanques, St Peter Port, Guernsey, Channel Islands;

(3) Permira Investments Limited, acting by its nominee Permira Nominees Limited whoseregistered office is at Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands; and

(4) P4 Co-Investment L.P., acting by its general partner Permira IV G.P. L.P., acting by itsgeneral partner Permira IV GP Limited whose registered office is at Trafalgar Court, Les Banques,St Peter Port, Guernsey, Channel Islands;

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Plan means any incentive plan as may be agreed among the shareholders and the Companyfrom time to time;

Project IRR means the internal rate of return achieved by Permira Funds and AXA PE Fundsin relation to their investment of the Company calculated as may be agreed among theshareholders from time to time;

21.2 Share premium

The share premium account may be used to provide for the payment of any shares, which theCompany may repurchase from its shareholders, to offset any net realised losses, to makedistributions to the shareholders in the form of a dividend or to allocate funds to the legal reserve.

The amount recognized under ‘‘Share Premium’’ in the consolidated balance sheet atMarch 31, 2013 arose as a result of the various capital increases performed (see note 21.1).

21.3 Option premium in convertible bonds

The amount recognized under ‘‘Option premium in convertible bonds’’ in the consolidatedbalance sheet at March 31, 2013 is related to the convertible bonds subscribed between Geo TravelFinance S.C.A. and Axeurope S.A. and Luxgoal (see note 23.1). The amount has been registerednet of its tax effect that amounts e10,522 thousand.

21.4 Equity-settled share-based payments

The amount recognized under ‘‘Equity-settled share-based payments’’ in the consolidatedbalance sheet at March 31, 2013 arose as a result of the Long Term Incentive plan given to theemployees during the current year (see note 23).

21.5 Other reserves

A breakdown at March 31, 2013, 2012 and 2011 is as follows:


Hedging operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3,415)Currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,790 3,486

Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,790 71

The valuation adjustments include the net amount of the exchange differences arising from thetranslation of the financial statements of eDreams LLC, eDreams Ltd., and Travellink since they areexpressed in currencies other than the euro.

The hedging transactions include the net amount of the derivatives measured at March 31,2012 which qualified for hedge accounting (see note 26). During the period, these derivatives havebeen cancelled as part of the change in Group debt structure (see note 2.1).

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21.6 Non-controlling interest

As of March 31, 2012 the whole amount of non-controlling interest belonged to the differencebetween the amount paid for the acquisition of the subsidiary IIPIR Software Development, S.L. andthe corresponding proportion of the fair value of the net assets of the subsidiary. Nevertheless, aswe detailed in the note 29.2, during this year this company has been consolidated under equitymethod, due to the fact that the right to exercise the call option over the remaining shares expiredat June 30, 2012.

22. Share-based compensation

22.1 Share purchase plans

The share purchase plans referred to herein are incentive plans granted to certain employeesof the Group. As of March 31, 2013, the following plans were outstanding:

• ‘‘Plan 1’’: ‘‘Luxgoal Restricted Share Purchase Plan 1’’. Maturity date: 27/10/2026.

• ‘‘Plan 2’’: ‘‘Luxgoal Restricted Share Purchase Plan 2’’. Maturity date: 27/10/2026.

• ‘‘Plan 3’’: ‘‘Incentive Plan’’. Maturity date: 28/09/2026.

• ‘‘Plan 4’’: ‘‘Incentive Plan’’. Maturity date: 26/02/2021.

Plans 1 and 2

These plans principally consist of the purchase, by certain employees, of shares of the relatedcompany Luxgoal S.a. r.l.

Plan 1 is a ‘‘roll over’’ of a previous plan purchase. The main difference between the formerand the new Plan concerns the company the shares of which were acquired by the employees. Theoriginal plan concerned shares issued by eDreams, Inc., while the Plan 1 concerns shares issuedby Luxgoal S.C.A.

The Plans 1 and 2 are considered share-based payments plans for the purpose of applyingIFRS 2.

The Group accounts for share-based payments plans with a charge to ‘‘Personnel Cost’’ anda credit to ‘‘Equity—Shareholder Contributions’’, The Group determines the fair value of the Plansmeasured by reference to the fair value of the equity instruments granted at the measurement date,based on market prices, if available. These Personnel Cost are deferred and recognized on astraight-line basis over the vesting period of the plans and are adjusted prospectively based on theestimated number of employees that it is expected to continue to invest in Luxgoal.

Luxgoal has issued 2,024,552 shares with a par value of EUR [1.00] per share to theemployees in respect of Plans 1 and 2. The plan commenced on January 15, 2011 and the finalvesting period will end in August 2014 and August 2018 for 1,662,835 and 361,717 shares,respectively.

These plans are valued at e10,831 thousand, of which at 2013 year-end e6,098 thousand hasbeen vested and recognized under ‘‘Equity’’ in the accompanying consolidated balance sheet (seenote 21 ‘‘Equity’’).

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22. Share-based compensation (Continued)

The fair value was calculated using generally accepted pricing techniques, using the Black—Scholes pricing model and based on the following assumptions:

Weighted average price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.35Exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50%Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%Vesting period years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.88Contractual strike price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.79

The expected volatility was estimated based on the historical volatility of companies operatingin the same industry.

Plan 3

As in Plan 1 and 2, Plan 3 principally consists of the purchase by certain employees of aspecial class of shares of the related company G-Co Investment II SCA, hereafter ‘‘SPV 2’’). Theassets of the mentioned ‘‘SPV2’’ are composed entirely of shares of the Company.

Plan 3 is also considered a share-based payment plan for the purpose of applying IFRS 2.

SPV2 has issued 122,595,800 shares with a par value of EUR [0.01] per share to theemployees. The plan commenced on July 5, 2012 and the final vesting period will end in May 2016.This plan is valued at e1,451 thousand, of which at 2013 year-end e500 thousand had vested andare recognized under ‘‘Equity’’ in the accompanying consolidated balance sheet (see note 21‘‘Equity’’).


Weighted average price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.01184Exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0211Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.7%Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.85%Vesting period years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.986Contractual strike price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0108


Plan 4

Plan 4 concerns the purchase, by certain employees, of shares of a related company, G-CoInvestment III SCA, hereafter ‘‘SPV 3’’. The assets of ‘‘SPV3’’ are composed entirely of shares of theCompany.

The main difference between Plan 4 and Plans 1-3 is a lock-up period during which theemployees will not be allowed to sell their shares before the vesting period (that is established atthe fourth anniversary of the date of granting the plan), even if an exit event will occur before thisdate.

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22. Share-based compensation (Continued)

SPV3 has issued 116,250,000 shares with a par value of EUR [0.01] per share to theemployees. The plan commenced on February 26, 2013 and the final vesting period will end inFebruary 2017. This plan is valued at e2,162 thousand, of which at 2013 year-end e189 thousandhad vested and are recognized under ‘‘Equity’’ in the accompanying consolidated balance sheet(see note 21 ‘‘Equity’’).


Weighted average price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0186Exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0271Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.5%Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.52%Vesting period years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Contractual strike price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0138


22.2 Incentive bonus

During July 2011 some employees of Opodo sub-group received an extra bonus amounting toe17 million in order to compensate their involvement in the transaction sale of Opodo Limitedshares from Amadeus (the seller) to the subsidiary LuxGEO S.a r.l (see note 2.2). As established inthe SPA Opodo Limited was compensated for this payment collecting simultaneously the fullamount of the bonus payment from Amadeus which was booked as shareholder’s contribution. Theamounts paid to employees have been booked following the IFRS 2 ‘‘Share-based payments’’considering that vesting periods ended at June 30, 2011 and consequently, the effect in the incomestatement for the period ended March 31, 2012 was nil.

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23. Borrowings and debts

23.1 Debt by type

The Group borrowings and debts at March 31, 2013, 2012 are as follows:

March 2013 March 2012Current Non Current Total Current Non Current Total

PrincipalMezzanine . . . . . . . . . . . . . . — — — — — —Senior debt . . . . . . . . . . . . . . — — — — — —Syndicated loan . . . . . . . . . . . — — — — — —Senior Subordinated Notes—

2019 Notes . . . . . . . . . . . . — 165,111 165,111 — 164,018 164,018Senior Notes—2018 Notes . . . . — 316,481 316,481 — — —Convertible bonds . . . . . . . . . — 81,904 81,904 — 81,491 81,491Senior A loan . . . . . . . . . . . . — — — 15,400 129,015 144,415Senior B loan . . . . . . . . . . . . — — — — 157,897 157,897

Total Principal . . . . . . . . . . . . — 563,496 563,496 15,400 532,421 547,821

Accrued interests—2019 Notes . 7,565 — 7,565 7,565 — 7,565Accrued interests—2018 Notes . 4,063 — 4,063 — — —Accrued interests—Convertible

bond . . . . . . . . . . . . . . . . . — 21,287 21,287 — 8,793 8,793

Total Interests . . . . . . . . . . . . 11,628 21,287 32,915 7,565 8,793 16,358

Total Borrowings . . . . . . . . . . 11,628 584,783 596,411 22,965 541,214 564,179

Other Financial LiabiliesBank facilities and bank

overdrafts . . . . . . . . . . . . . . 72 — 72 92 — 92Finance Lease Liabilities . . . . . 141 138 279 290 293 583Other Financial Liabilies . . . . . . 1,418 — 1,418 159 — 159

Total other Financial liabilities . 1,631 138 1,769 541 293 834

DerivativesOther derivatives—cash flow

hedge (CFH) . . . . . . . . . . . — — — — 5,865 5,865

Total financial liabilities . . . . . 13,259 584,921 598,180 23,506 547,372 570,878

Senior notes—2018 Notes

As mentioned in note 2.1, on January 31, 2013 Geo Debt Finance S.C.A. (see note 3.5) issuede325 million aggregate principal amount of 7.5% Senior Secured Notes (‘‘the 2018 Notes’’). Interestof the Notes will be payable semi-annually in arrears each February 1 and August 1, beginning onAugust 1, 2013.

Senior Subordinated notes—2019 Notes

On April 21, 2011 Geo Travel Finance S.C.A. issued e175 million Senior Notes at 10.375% witha maturity date of May 5, 2019.

Convertible bonds

On June 30, 2011, Geo Travel Finance S.C.A. issued 11,775,131,507 convertible subordinatedshareholder bonds due June 30, 2060 at Par (e0.01), resulting in total indebtedness ofe117.7 million.

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23. Borrowings and debts (Continued)

From issuance through 2020, all interest payments (rate 9.875%) are not paid in cash butaccrued. At March 31, 2013, the amount of accrued interests is e21.287 million. Further informationis disclosed below.

Initially the convertible bonds were issued and held by Lyeurope for e107.1 million sinceJuly 2, 2010. As part of the debt restructuring, the convertible bonds issued by Lyeurope werecontributed by Luxgoal and Axeurope to Geo Travel Finance S.C.A. at their nominal value plusinterest, i.e. e117.7 million in exchange for the issue of 11,775,131,507 convertible bonds by GeoTravel Finance S.C.A. to Axeurope and Luxgoal.

The effective interest rate of the liability element on initial recognition is 9.875% per annum,accrued from issuance until 2020.

The detail of the issued bonds and their contribution break down as follows:

Number of Issued Subscription Price Lyeurope BondsName Bonds subscribed (EUR) Contributed (EUR)

Luxgoal S.a r.l. . . . . . . . . . . . . . . 6,476,322,329 64,763,223 58,905,000Axeurope S.A. . . . . . . . . . . . . . . 5,298,809,178 52,988,092 48,195,000

Total . . . . . . . . . . . . . . . . . . . . . 11,775,131,507 117,751,315 107,100,000

The convertible bonds have been accounted in connection with IAS 32 requirements. Theconvertible bonds contain two components. One is a financial liability, namely the issuer’scontractual obligation to pay cash, and the other is an equity instrument, namely the holder’s optionto convert into common shares, which has been valued at e26 million (net of tax effect).

The split has been made at issuance and will not be revised for subsequent changes inmarket interest rates, share prices, or other event that changes the likelihood that the conversionoption will be exercised.

Senior Facility Agreement

Geo Travel Finance S.C.A. entered in a Senior Facility Agreement on February 18, 2011 (lateramended) included a:

• Facility A commitment, nominal e170 million maturing on March 31, 2017 at an interest rateof Euribor 1M + 4.5% (incurred for e71 million by Lyparis and for e99 million by VacacioneseDreams S.L);

• Facility B commitment, nominal e170 million maturing on March 31, 2018 at an interest rateof Euribor 1M + 5% (owed by Lyparis).

The Senior Debt had securities over a series of assets including but not limited to, the sharesof LuxGeo, Opodo Ltd, eDreams Inc, Travellink AB, Vacaciones eDreams Sl; eDreams Srl, andOpodo Italy.

As we mention in the note 2.1, the proceeds obtained from the issuance of the 2018 Noteswere used partially and indirectly through the use of intercompany loans or distributions to prepaye314.7 million of outstanding debt under the existing Long Term Facilities A and B.

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23.2 Credit lines

As part of the change in the Group’s debt structure explained in note 2.1, the Group hassubstituted its previous Revolving Credit Facility with a new e130 million 5 year Revolving CreditFacility to provide for working capital requirements and IATA Guarantees, divided into a e105 milliontranche that can be used to finance working capital or guarantees, and a e25 million tranche thatcan be used only for guarantees. At the end of March 2013, the Group has not drawn any cashamount from the Facility.

At March 2012, the Group had a e140 million 6 year Revolving Credit Facility to provide forworking capital requirements and IATA Guarantees divided into a e90 million amortizing coststranche (‘‘RCF 1’’) (reduced to e80 million one year after the completion of the Combination ande70 million two years after) and a e50 million letter of credit and guarantee facility (‘‘RCF 2’’). At theend of March 2012, the Group had not drawn any credit line.

23.3 Debt by maturity date

The maturity date of the debt at March 31, 2013 and 2012 is as follows:

March 2013 < 1 year 1 to 5 years > 5 years Total

PrincipalSenior Subordinated Notes—2019 Notes . . . . . . — — 165,111 165,111Senior Notes—2018 Notes . . . . . . . . . . . . . . . . . — — 316,481 316,481Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . — — 81,904 81,904Senior Finance Agreement . . . . . . . . . . . . . . . . . — — — —

Total Principal . . . . . . . . . . . . . . . . . . . . . . . . . — — 563,496 563,496

Accrued interest—2019 Notes . . . . . . . . . . . . . . 7,565 — — 7,565Accrued interest—2018 Notes . . . . . . . . . . . . . . 4,063 — — 4,063Accrued interest—Convertible bond . . . . . . . . . . — — 21,287 21,287

Total Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 11,628 — 21,287 32,915

Other financial liabilitiesBank facilities and bank overdrafts . . . . . . . . . . . 72 — — 72Finance Lease Liabilities . . . . . . . . . . . . . . . . . . 141 138 — 279Other financial liabilities . . . . . . . . . . . . . . . . . . . 1,418 — — 1,418


Total financial liabilities . . . . . . . . . . . . . . . . . . 13,259 138 584,783 598,180

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March 2012 < 1 year 1 to 5 years > 5 years Total

PrincipalSenior Subordinated Notes—2019 Notes . . . . . . — — 164,018 164,018Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . — — 90,284 90,284Senior A loan . . . . . . . . . . . . . . . . . . . . . . . . . . 15,400 129,015 — 144,415Senior B loan . . . . . . . . . . . . . . . . . . . . . . . . . . — — 157,897 157,897

Total Principal . . . . . . . . . . . . . . . . . . . . . . . . . 15,400 129,015 412,199 556,614

Accrued interest—2019 Notes . . . . . . . . . . . . . . 7,565 — — 7,565

Total Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 7,565 — — 7,565

Other loansOther loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 159 — — 159Finance lease liabilities . . . . . . . . . . . . . . . . . . . 290 293 — 583Bank facilities & bank overdrafts . . . . . . . . . . . . . 92 — — 92

Total other loans and debts . . . . . . . . . . . . . . . 541 293 — 834Total bank loans . . . . . . . . . . . . . . . . . . . . . . . 23,506 129,308 412,199 565,013

DerivativesOther derivatives—cash flow hedge (CFH) . . . . . — 5,865 — 5,865Total financial liabilities . . . . . . . . . . . . . . . . . . 23,506 135,173 412,199 570,878

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23.4 Fair value measurement of borrowings and debtLevel 2 : Level 3 :

Level 1 : Internal InternalTotal net book Quoted model using model using

value of the prices observable non-observableMarch 2013 class and cash factors factors Fair value

Balance Sheet headings and classes ofinstruments

Non current loans and receivables . . . . . . — x —

Total Non-current financial assets . . . . . . . — —Financial assets . . . . . . . . . . . . . . . . . . — x —Cash and cash equivalents . . . . . . . . . . . 159,201 x 159,201

Total current financial assets . . . . . . . . . . 159,201 159,201

Total assets . . . . . . . . . . . . . . . . . . . . 159,201 159,201

2019 Notes . . . . . . . . . . . . . . . . . . . . . 172,676 x 175,175

Principal and Interest . . . . . . . . . . . . . . . 182,565 x 185,063Financing costs capitalized on 2019 Notes . (11,909) x (11,909)Amortization of Financing costs capitalized

on 2019 Notes . . . . . . . . . . . . . . . . . . 2,020 x 2,020

2018 Notes . . . . . . . . . . . . . . . . . . . . . 320,543 x 320,382

Principal and Interest . . . . . . . . . . . . . . . 329,063 x 328,902Financing costs capitalized on 2018 Notes . (8,722) x (8,722)Amortization of Financing costs capitalized

on 2018 Notes . . . . . . . . . . . . . . . . . . 202 x 202

Convertible shareholder’s bonds . . . . . . . 103,192 x 110,782

Bank facilities and bank overdrafts . . . . . 72 x 72Finance Lease Liabilities . . . . . . . . . . . . 279 x 279Other financial liabilities . . . . . . . . . . . . 1,418 x 1,418

Total liabilities . . . . . . . . . . . . . . . . . . . 598,180 608,109

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . 757,380 767,310

Valuation techniques and assumptions applied for the purposes of measuring fair value

The fair values of financial assets and financial liabilities are determined as follows:

• The fair values of financial assets and financial liabilities with standard terms and conditionsand traded on active liquid markets are determined with reference to quoted market prices(includes listed redeemable notes, bills of exchange, debentures and perpetual notes).

• The fair values of derivative instruments are calculated using quoted prices. Where suchprices are not available, a discounted cash flow analysis is performed using the applicableyield curve for the duration of the instruments for non-optional derivatives, and optionpricing models for optional derivatives. Foreign currency forward contracts are measuredusing quoted forward exchange rates and yield curves derived from quoted interest ratesmatching maturities of the contracts. Interest rate swaps are measured at the present valueof future cash flows estimated and discounted based on the applicable yield curves derivedfrom quoted interest rates.

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• The fair values of other financial assets and financial liabilities (excluding those describedabove) are determined in accordance with generally accepted pricing models based ondiscounted cash flow analysis.

The market value of financial assets and liabilities measured at fair value in the statement offinancial position shown in the table above has been ranked based on the three hierarchy levelsdefined by IFRS 7:

• level 1: quoted price in active markets;

• level 2: inputs observable directly or indirectly;

• level 3: inputs not based on observable market data.

23.5 Covenants

Pursuant to the Senior Facility Agreement, Geo Travel Finance S.C.A. has to respect itsConsolidated Total Net Debt Cover ratio every quarter. For the first year after the completion of theTransaction, some of the components used to compute covenants are yearly estimates. Therequested covenant is calculated as follows:

Total Net Debt Cover ratio = Total Net Debt / Last Twelve Month EBITDA

Note that the covenants computation were audited at each fiscal year-end. For the year endedMarch 31, 2013, the covenant computation amounted to 3.06 (must be less than 5.5)

23.6 Capital lease

The detail of financial leases at the closing of March 31, 2013 and March 31, 2012 is asfollows:

Acquisition FinanceCost Charges (as of Option

Element (includes the original Unexpired Current Non - Current toMarch 2013 Net Book residual leasing Finance Debt Debt purchaseLeased Element Value value) contract) TOTAL Charges (unexpired) (unexpired) the asset

IT Equipment . . . . . 525 1,621 (20) 1,601 (17) (141) (138) —

525 1,621 (20) 1,601 (17) (141) (138) —

Acquisition FinanceCost Charges (as of Option

Element (includes the original Unexpired Current Non - Current toMarch 2012 Net Book residual leasing Finance Debt Debt purchaseLease Element Value value) contract) TOTAL Charges (unexpired) (unexpired) the asset

IT Equipment . . . . . 916 1,620 (35) 1,585 (37) (290) (293) —

916 1,620 (35) 1,585 (37) (290) (293) —

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The gross obligation in respect of financial lease (minimum lease payments) is as detailedbelow:

March 2013 FY 2018-19Lease Element FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18 and onwards Total

IT equipment . . . . . . . . . . . (150) (125) (21) — — — (296)

(150) (125) (21) — — — (296)

March 2012 FY 2016-17 FY 2017-18Lease Element FY 2012-13 FY 2013-14 FY 2014-15 FY 2015-16 and onwards and onwards Total

IT equipment . . . . . . . . . . (310) (153) (125) (32) — — (620)

(310) (153) (125) (32) — — (620)

The reconciliation between total future minimum lease payments and their present value is asfollows:


Present value of the leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (279) (583)Unexpired Finance Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17) (37)Option to purchase the asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total minimum lease payments at the end of the period . . . . . . . . . (296) (620)

24. Provisions

The amounts of provisions break down as follows:


Non-current provisions

Provisions for tax contingencies (see notes 14, 18 and 29.1) . . . . . . . 8,546 8,300Provision for pensions and other post employment benefits (see

note 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978 830Provision for other employee benefits (LTI’s) (see note 22.1) . . . . . . . . 4,625 1,702Provision for other risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307 —

Total Non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,456 10,832

Current provisions

Provisions for litigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523 18Provision for pensions and other post employment benefits (see

note 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 28Provisions for other risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,253 1,728

Total Current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,873 1,774

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25. Retirement plans

The retirement benefit plans break down as follows:


Net liability

France Retirement award (IFC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 449 379Norway Retirement pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 61Italy Redundancy award (TFR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 559 418

Total Non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,075 858

Note that the Net Liability (Asset)—long term and short term of retirement plans are includedin the caption ‘‘Provision for pensions and other post-employment benefits’’ (note 24).

25.1 Provisions for pensions

The Group has pension commitments, both for defined benefit and defined contribution plans,with the employees of the different companies that make up the Group.

Defined contribution plan

Opodo Limited has a commitment with the employees for contribution plan. Thereforecontributions are recognised in the income statement when they accrue.

Defined benefit commitments

A breakdown of the different defined benefit commitments at March 31, 2013 and 2012:

Participantsand

Zone beneficiaries Plan Financing Plan Description

At March 31, 2013France Retirement award (IFC) . . Eurozone 329 Not externally funded Retirement award due to legal obligation (IFC)Norway Retirement pension . . . Norway 7 Externally funded Retirement pensionItaly Redundancy award (TFR) . . Eurozone 93 Not externally funded Redundancy award due to a legal obligation

(TFR)

429

Participantsand

Zone beneficiaries Plan Financing Plan Description

At March 31, 2012France Retirement award (IFC) . Eurozone 353 Not externally funded Retirement award due to legal obligation

(IFC)Norway Retirement pension . . . Norway 6 Externally funded Retirement pensionItaly Redundancy award (TFR) . Eurozone 100 Not externally funded Redundancy award due to a legal obligation

(TFR)

459

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25. Retirement plans (Continued)

Actuarial assumptions and methodology used

The main actuarial assumptions used to determine 2013 and 2012 net pension cost were asfollows:

France Norway Italy

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . 4.00% 2.75% 4.00%Rate of salary increase . . . . . . . . . . . . . . . . . . 3.00% 3.25% 2.00%Rate of price inflation . . . . . . . . . . . . . . . . . . . 2.00% 2.50% 2.00%Rate of pension increases . . . . . . . . . . . . . . . . 0.00% 0.10% 0.00%Expected return on plan assets . . . . . . . . . . . . 0.00% 2.75% 0.00%Mortality Tables . . . . . . . . . . . . . . . . . . . . . . . TF04/06TH04/06 K2005 RG48

Table based on age:Turnover Tables . . . . . . . . . . . . . . . . . . . . . . . 8% to 40 years on 30% for all ages

average (Edreams=5%)

The main categories of assets, expressed as a percentage of the total fair value of the assets,are as follows:

France Norway Italy

Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 8% N/ADebt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 50% N/AProperty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 18% N/AOther (Money Market) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 24% N/A

The amounts recognized in the balance sheet, income statement and in equity are detailedbelow:


Amounts recognized in the statement of financial position:Present value of wholly or partly funded obligations . . . . . . . . . . . . . . 504 498Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438 438

Deficit (surplus) for funded plans . . . . . . . . . . . . . . . . . . . . . . . . . . 66 60

Present value of wholly unfunded obligations . . . . . . . . . . . . . . . . . . 1,009 798Unrecognized past service (cost) benefit . . . . . . . . . . . . . . . . . . . . . . — —

Net liability (asset) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,075 858


Amounts recognized in statement of other comprehensive incomeTotal pension cost recognized in the OCI . . . . . . . . . . . . . . . . . . . . . — 53

Cumulative amount of actuarial (gains) / losses recognized . . . . . . — 53

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25. Retirement plans (Continued)

The movement in the obligation for defined benefits is as follows:


Change in benefit obligationBenefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . 1,296 560Current service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218 190Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 36Actuarial (gain)/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 46Benefits paid from plan/company . . . . . . . . . . . . . . . . . . . . . . . . . . . (34) (90)Taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2)Business combinations / divestitures / transfers . . . . . . . . . . . . . . . . . — 548Exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 8

Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . 1,525 1,296

The movement in the fair value of the plan assets is as follows:


Change in plan assetsFair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . 438 —Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 13Actuarial gain/(loss) on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . — (7)Employer contributions (incl. employer direct benefit payments) . . . . . — 90Benefits paid from plan/company . . . . . . . . . . . . . . . . . . . . . . . . . . . — (90)Taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2)Business combinations / divestitures / transfers . . . . . . . . . . . . . . . . . — 427Exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . 450 438

The history of experience in actuarial gains and losses is as follows:


History of experience gains and lossesDefined benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,525 1,296Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450 438

Deficit / (surplus) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,075 858

Other significant information is set out below:

Difference between the expected and actual return on plan assets

a. Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7b. Percentage of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%

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26. Financial instruments

Derivatives

During the year ended March 31, 2013, the Company cancelled the derivatives part of thechange in Group debt structure (see note 2.1.). As of March 31, 2012 derivatives break down wasas follows:

Expiry Nominal Fair Fixed Floatingdate amount value rate rate

Vacaciones eDreamsSwap—Cash Flow Hedge on Tranche A3 of EVED debt . . . . . T 021 15-Dec-14 10,000 (681) 2.44% Euribor 1mSwap—Cash Flow Hedge on Tranche A3 of EVED debt . . . . . T 021 15-Dec-14 10,000 185 2.44% Euribor 1mSwap—Cash Flow Hedge on Tranche A3 of EVED debt . . . . . T 026 15-Dec-14 30,000 (874) 1.41% Euribor 1mSwap—Cash Flow Hedge on Tranche A3 of EVED debt . . . . . T 026 15-Dec-14 30,000 370 1.41% Euribor 1mSwap—Cash Flow Hedge on Tranche A3 of EVED debt . . . . . T 027 15-Dec-14 20,000 (589) 1.43% Euribor 1mSwap—Cash Flow Hedge on Tranche A3 of EVED debt . . . . . T 027 15-Dec-14 20,000 248 1.43% Euribor 1mOptions—Hypothetical Cash Flow Hedge—CAP . . . . . . . . . . T 033 1-Jul-15 20,000 36 3.25% Euribor 3mOptions—Hypothetical Cash Flow Hedge—FLOOR . . . . . . . . . T 033 1-Jul-15 20,000 (619) 1.89% Euribor 3m

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,000 (1,924)

LyparisSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 1-Jul-13 20,000 (485) 1.81% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 1-Jul-13 20,000 121 1.81% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 2-Jan-15 20,000 (1,197) 2.11% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 2-Jan-15 20,000 382 2.11% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 1-Jul-15 30,000 (2,073) 2.21% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 1-Jul-15 30,000 761 2.21% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 2-Apr-13 10,000 (104) 0.95% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 2-Apr-13 10,000 47 0.95% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 1-Apr-14 10,000 (220) 1.05% Euribor 1mSwap—Cash Flow Hedge on Tranche B2 of GLYP debt . . . . . . 1-Apr-14 10,000 114 1.05% Euribor 1mOptions—Hypothetical Cash Flow Hedge—CAP . . . . . . . . . . 30-Jun-14 25,000 16 1.65% Euribor 3mOptions—Hypothetical Cash Flow Hedge—CAP . . . . . . . . . . 1-Jul-14 25,000 14 2.09% Euribor 3mOptions—Hypothetical Cash Flow Hedge—FLOOR . . . . . . . . . 1-Jul-14 25,000 (610) 2.09% Euribor 3mOptions—Hypothetical Cash Flow Hedge—CAP . . . . . . . . . . 30-Jun-14 15,000 7 2.27% Euribor 3mOptions—Hypothetical Cash Flow Hedge—CAP . . . . . . . . . . 30-Jun-14 30,000 15 2.27% Euribor 3m

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 (3,212)

460,000 (5,136)

MarchAnalysis of sensitivity to interest rates 2012

Vacaciones eDreams+0.5% (increase in interest rates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (827)�0.5% (increase in interest rates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 834

Lyparis+0.5% (increase in interest rates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300�0.5% (increase in interest rates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,212)

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27. Trade and other payables

Below is a breakdown of trade and other payables:


Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330.959 327.682Deferred Income (see note 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56.379 72.686Employee-related payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.178 6.767Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263 269

Total Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 393.780 407.404

28. Deferred Income

Deferred income comprises:


GDS agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.646 44.008Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 322

Total Deferred income—non current . . . . . . . . . . . . . . . . . . . . . . . . 39.646 44.330

Deferred revenue related to revenue recognition . . . . . . . . . . . . . . . . 47.578 68.206GDS agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.948 3.997Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 853 483

TOTAL Deferred income—current . . . . . . . . . . . . . . . . . . . . . . . . . . 56.379 72.686

As mentioned in note 4, the revenue recognition for the sale of certain products such as hoteland car reservations and packaged products, net revenue is recognized when the customer usesthe reservation (on the date of departure). Until such time, deferred revenue related to revenuerecognition is booked in the balance sheet.

The deferred revenue on the GDS agreement relates to the signing bonus with Amadeus (seenote 2.2.2).

Note that the total of deferred income—current is included in the caption ‘‘Trade and otherpayables’’ (note 27).

29. Business combination

29.1 Acquisition of Opodo Limited

As explained in note 2.2.1, the subsidiary LuxGEO S.a r.l. made an offer and entered into asale and purchase agreement with Amadeus on February 9, 2011 to acquire, directly or indirectly,all of the issued and outstanding capital stock of Opodo Limited.

The Transaction was accounted for in compliance with IFRS 3 ‘‘‘Business combinations’’, witha temporary purchase price allocation. As we mentioned in the caption 2.2.1 during the currentperiod each party releases and forever discharge to the other, all and/or any actions, claims,demands and/or rights in connection with the agreement for the sale and purchase of the entireissued share capital of Opodo Limited dated 9 February 2011 (as subsequently amended by writtenagreement between the parties, the ‘‘SPA’’).

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29. Business combination (Continued)

The purchase consideration taken into account (e558.2 million) could be summarized asfollows:

• Purchase investments corresponding to the cash consideration paid to Amadeus onJune 30, 2011 amounting to e437.5 million.

• Additional working capital adjustments considered between the completion date andMarch 31, 2012 reducing the amount to be paid in e1.8 million.

• Additional adjustment for contingencies reducing the amount to be paid to Amadeus bye8.3 million (see note 24 and 18)

• Certain intercompany receivables owed to the Opodo Group assumed by LuxGEO S.a r.l.e130.8 million.

The purchase price allocation of Opodo taken into consideration in the consolidated financialstatements could be summarized as follows:

• Fair value of identifiable assets acquired and liabilities assumed at the acquisition dateincluding:

• Brands (infinite-lived intangible assets) . . . . . . . . . . . . . . . . . . . . . . . e 108.0 million• Developed technology (finite-lived intangible assets) . . . . . . . . . . . . . e 20.0 million• Deferred tax liabilities arising of acquired intangibles . . . . . . . . . . . . . e (33.3) million

The goodwill arising from the acquisition is e359.5 million.

The consummation of the acquisition was subject to antitrust approval from the EuropeanCommission which has been obtained on May 30, 2011.

The acquisition was finalised on June 30, 2011 and Opodo Limited is fully consolidated fromthis date. The main items of the acquisition balance sheet of Opodo Limited at June 30, 2011 perthe provisionally purchase price allocations are as follows:

OPODO GROUP

Assets

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,759Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,853

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,612

Equity

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,934Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,245Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,433

TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,612

Had this business combination been effected at April 1, 2011, the additional revenue of theOdigeO Group and additional profit of the period ended March 31, 2012 would have beene49.5 million and e5.8 million, respectively.

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29. Business combination (Continued)

The accounting figures for revenue and profits for the period ended March 31, 2012 for Opodosub-group are as follows:

Revenue Profit

Opodo (12 month) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191.086 23.023Opodo (9 month) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141.032 13.687

Aggregated point of view considers twelve month period of business activity for all entities ofthe consolidation scope (see notes 6 and 7). Legal point of view considers a nine-month period ofbusiness activity for the Opodo Group, from July 1, 2011 to March 31, 2012.

29.2 Acquisition of IIPIR Software Development S.L.

Opodo Limited entered into a sale and purchase agreement on February 22, 2012 to acquirethe 25% of shares of IIPIR Software Development S.L. Moreover it was agreed that Opodo Limitedwould have the right to acquire the remaining 75% of the shares until June 30, 2012. Consequentlythis company was fully consolidated at March 31 2012.

The cash consideration to be paid for the acquisition of the 100% of the shares wasapproximately of e0.8 million. The goodwill arising from the acquisition was e0.2 million.

The acquisition of the 25% of the shares was finalised on March 31, 2012 and IIPIR SoftwareDevelopment S.L was fully consolidated from this date.

The main items of the acquisition balance sheet of IIPIR Software Development S.L atMarch 31, 2012 per the provisionally purchase price allocations were as follows:

IIPIR SoftwareDevelopment

Assets

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 801

Equity

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 683

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 801

Since IIPIR Software Development S.L is a start-up company, had this business combinationbeen effected at April 1, 2011, the revenue and the result of the Group for the period endedMarch 31, 2012 would have not been affected.

Nevertheless in the March 31, 2013 consolidated financial statement the consolidation methodwas changed and the subsidiary has been consolidated under the equity method, because OdigeOgroup management decided not to exercise the call option.

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30. Off-balance sheet commitments

30.1 Operating lease commitments

The Group leases mainly buildings under non-cancellable operating lease contracts. Thesecontracts have a long term, most of them being renewable upon expiry at market conditions. Theminimum total future payments in respect of non-cancellable operating leases are as follows:


Minimum lease payments at March 2013 . . . . . . 2,457 6,591 952 10,000


Minimum lease payments at March 2012 . . . . . . 2,203 3,929 — 6,132

The consolidated income statement for March 31, 2013 includes operating lease expensestotalling e3.6 million.

30.2 Other off-balance sheet commitments


Guarantees to IATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,728 33,256Guarantees to package travel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,404 13,201Guarantees linked to public entities . . . . . . . . . . . . . . . . . . . . . . . . . 1,878 1,810Guarantees linked to private entities . . . . . . . . . . . . . . . . . . . . . . . . . 2,127 3,286Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328 806

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,465 52,359

Additionally, the Company is a party to an intercreditor agreement entered into between,amongst others, the Company as Investor Creditor and several credit institutions, which providedfinancing to the Company’s affiliated undertakings in the context of the refinancing of LuxGEOS.a r.l., Geo Travel Finance S.C.A.’ subsidiary which completed on January 31, 2013.

All the shares held by the Company in Geo Travel Finance S.C.A. are pledged in favour of theholders of certain of the Company bonds.

31. Related Parties

31.1 Transactions and balances with related parties

—Long Term Incentive Plans:

Opodo Limited has made the following loans to related parties, in relation with the Plan 4 ofShare Based compensation (as detailed in note 22.1):


LuxGoal S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185 —AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 —Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,165 —

Total loans to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500 —

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In addition, executive management was involved in the long term incentive plans (Plan 1, 2and 3) described in the note 22. The value of the shares were financed by a loan amounted toe38.8 million (including the accrued interest pending to be paid) granted from the period endedMarch 31, 2011 to 2013 by related parties not included in the consolidation perimeter.

Convertible bonds issued to related parties:

As detailed in note 23, on June 30, 2011 Geo Travel Finance S.C.A. issued 11,775,131,507convertible subordinated shareholder bonds due June 30, 2060. These convertible bonds wereacquired by AXEurope S.A. and LuxGoal S.a.r.l.

The convertible bonds have been accounted in connection with IAS 32 requirements. Theconvertible bonds contain two components. One is a financial liability, namely the issuer’scontractual obligation to pay cash, and the other is an equity instrument, namely the holder’s optionto convert into common shares. The nominal amount of the convertible bonds is the following:




The amounts with related parties in relation to these convertible bonds, as explained inNote 23, are the following:



Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,904 81,491


Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,287 8,793


Other equity instruments (amount gross of tax impact) . . . . . . . . . 36,534 36,534

Total Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,725 126,818

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The reconciliation between the nominal amount and the figures is the following:





Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,287 8,793

LuxGoal S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378 151AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309 123

Amortised cost impact on Convertible Bonds . . . . . . . . . . . . . . . . 687 274

Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,725 126,818

The expense for interest accrued with related parties in relation to these convertible bondsduring the period is the following:



Interest expenses on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,495 11,434

LuxGoal S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 193AXEurope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186 157

Effective interest rate impact on debt . . . . . . . . . . . . . . . . . . . . . . . 413 350

Total Interest for Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . 12,908 11,784

—Other

On February 26, 2013, the Company granted a loan to G Co-Investment III S.C.A. for anamount of e0.1 million. This loan bears interest at 4% per annum. The maturity date of this loan isDecember 31, 2017.

On November 8, 2012, the Company resolved to declare a Preferred Dividend ofe42 thousand to the holders of Class A preferred shares.

31.2 Directors and key management compensation

The members of the Board of Directors of eDreams ODIGEO have not received anyremuneration for their mandate.

The compensation received by the key management of the Group and during the years endedMarch 31, 2013 and 2012 amounted to e5.0 and e3.8 million, respectively.

No other significant transactions have been carried out with any member of seniormanagement or as shareholder with a significant influence on the Group.

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32. Contingencies

On April 21 2013, Air France delivered a writ of summons under short notice againstVacaciones eDreams, S.L. and eDreams SARL (‘‘eDreams’’) before the Commercial Court of Paris.In its action Air France requested that eDreams pays e13.1 million in concept of the prejudicesuffered because of eDreams’ alleged violation of the French Consumer Code and the RegulationNo 1008/2008 of 24 September 2008 on common rules for the operation of air services in theCommunity.

eDreams’s principal defence against the assertions of Air France is that it was acting incompliance with the provisions of French and EU law. As a consequence, management estimatesthe chances for Air France to win the case are likely to be lower than 50%. Moreover, in case ofsuccess of the airline management has doubts regarding the magnitude of claimed damages dueto incorrect assumptions and insufficient substantiation.

The Group considers that there is a possible risk of reassessment of insurance premium tax incertain jurisdictions where the Group mediates regarding the sale of travel insurance to itscustomers. This risk is relating to the possible view of local tax authorities that part of theremuneration received by the Group for the mediation of the travel insurance to its customers incertain countries should be considered the basis for the levy of insurance premium tax. Thepossible risk is estimated at e2.1 million. The Group takes the view that there are sufficient groundsto successfully defend its position in case of a reassessment by local tax authorities.

33. Auditor’s remuneration

The fees paid to the Group’s auditors are as follows:


Audit Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829 1,238Other verification services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 932 1,890

1,761 3,128

34. Subsequent events

As at September 20, 2013, the Shareholders resolved to increase the corporate capital of theCompany by an amount of e490,399 so as to raise it from its present amount e234,007 thousand toe234,497 thousand.

The Shareholders resolved to issue 49,039,935 new ordinary shares with a nominal value ofe0.01 per share, having the same rights and privileges as the existing ordinary shares.

On August 12th, 2013 Lyparis entered in a sale purchase agreement ‘‘SPA’’ to buy all theshares of Findworks Technologies Bt (company that operates the website Liligo, a travel searchengine that searches flights, hotels and cars among several travel sites on the web). Nevertheless,the transaction was not settled until the October 2nd 2013 with an enterprise value of 13.5 million ofeuros.

As at December 13, 2013, the Shareholders resolved to increase the corporate capital of theCompany by an amount of e365 thousand. The Shareholders resolved to issue 6,083,335 new classD1 shares, 6,083,333 new class D2 shares, 6,083,333 new class D3 shares, 6,083,333 new classD4 shares, 6,083,333 new class D5 shares and 6,083,333 new class D6 shares, all with a nominalvalue of e0.01 paid by contribution in cash.

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34. Subsequent events (Continued)

In January 2014, the denomination of the Company was changed to eDreams ODIGEO and itscorporate form from an S.a r.l. (Societe a responsabilite limitee) to an S.A. (Societe Anonyme).

The Board of Directors of the Company and the Board of Directors of each of its shareholdersapproved the merger of the Company with its shareholders, eDreams ODIGEO being the absorbingcompany. These mergers are however still conditional to the approval by the respectiveshareholders and to the occurrence of uncertain future events. In the case of this merger will befinally effected the operating profit and the total assets of the Group will not be significantlychanged.

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35. Consolidation scope

As at March 31, 2013 and 2012, the companies included in the consolidation are as follows:



eDreams ODIGEO S.a r.l. . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Travel Finance S.C.A. . . 282, route de Longwy L1940 (Luxembourg) 100% 100%LuxGEO S.a.r.l. . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Debt Finance S.C.A. . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%

Opodo Limited . . . . . . . . . . Waterfront Hammersmith embankment, Chancellors Road, w69RU (London) 100% 100%

Opodo GmbH . . . . . . . . . . . Marienburger Str. 1, 10405 (Berlin) 100% 100%Travellink AB . . . . . . . . . . . . Hemvarnsgatan 9Solna,17154 (Stockholm) 100% 100%Opodo Italia SRL . . . . . . . . . Via Calabria 5 (Milano) 100% 100%Opodo SAS . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Opodo SL . . . . . . . . . . . . . . Calle Vilanueva 29 28001 (Madrid) 100% 100%

eDreams Inc. . . . . . . . . . . . 30 Old Rudnick Lane (City of Dover) Country of Kent,Delaware 100% 100%

Vacaciones eDreams, S.L.U . . World Trade Center 601 N (Barcelona) 100% 100%eDreams International

Network, S.L.U . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%eDreams, S.r.L . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%Viagens eDreams

Portugal LDA . . . . . . . . . . Avda. Fontes Pereira de Melo, 7 (Lisbon) 100% 100%eDreams France, SARL . . . . . 35 Avenue de Friedland (Paris) 100% 100%eDreams, Gmbh . . . . . . . . . Graf-AdolfPlatz, 15 (Dusseldorf) 100% 100%eDreams, Ltd. . . . . . . . . . . . Mortimer Street 73-75 (London) 100% 100%eDreams LLC . . . . . . . . . . . 160 Greentree Drive Suite 101 (City of Dover) Delaware 100% 100%eDreams Enterprise S.L.U. . . Velazquez, 86 B Bajos (Madrid) 100% 100%eDreams Corporate

Travel, S.R.L . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%eDreams Business Travel, S.L. World Trade Center 601 N (Barcelona) 100% 100%

Lyeurope . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Lyparis . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Go Voyages SAS . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Go Voyages Trade . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%

Affiliates at March 31, 2013


IIPIR SoftwareDevelopment S.L. . . . . . . . Calle Catalina 11, 3.� B Majadahonda (Madrid) 25% 25%

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35. Consolidation scope (Continued)



eDreams ODIGEO S.a r.l. . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%Geo Travel Finance S.C.A. . . 282, route de Longwy L1940 (Luxembourg) 100% 100%LuxGEO S.a.r.l. . . . . . . . . . . 282, route de Longwy L1940 (Luxembourg) 100% 100%

Opodo Limited . . . . . . . . . . Waterfront Hammersmith embankment, Chancellors Road, w69RU (London) 100% 100%

Opodo GmbH . . . . . . . . . . . Marienburger Str. 1, 10405 (Berlin) 100% 100%Opodo Tours GmbH . . . . . . . Monckeberg str 27 20095 (Hamburg) 100% 100%Travellink AB . . . . . . . . . . . . Hemvarnsgatan 9Solna,17154 (Stockholm) 100% 100%Opodo Italia SRL . . . . . . . . . Via Calabria 5 (Milano) 100% 100%Opodo SAS . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Opodo SL . . . . . . . . . . . . . . Calle Vilanueva 29 28001 (Madrid) 100% 100%

eDreams Inc. . . . . . . . . . . . 30 Old Rudnick Lane (City of Dover) Country of Kent,Delaware 100% 100%

Vacaciones eDreams, S.L.U . . World Trade Center 601 N (Barcelona) 100% 100%eDreams International

Network, S.L.U . . . . . . . . . World Trade Center 601 N (Barcelona) 100% 100%eDreams, S.r.L . . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%Editoriales Italiano

OnLine, S.r.L. . . . . . . . . . . Via Boscovich, 14 (Milan) 100% 100%Viagens eDreams

Portugal LDA . . . . . . . . . . Avda. Fontes Pereira de Melo, 7 (Lisbon) 100% 100%eDreams France, SARL . . . . . 35 Avenue de Friedland (Paris) 100% 100%eDreams, Gmbh . . . . . . . . . Graf-AdolfPlatz, 15 (Dusseldorf) 100% 100%eDreams, Ltd. . . . . . . . . . . . Mortimer Street 73-75 (London) 100% 100%eDreams LLC . . . . . . . . . . . 160 Greentree Drive Suite 101 (City of Dover) Delaware 100% 100%eDreams Enterprise S.L.U. . . Velazquez, 86 B Bajos (Madrid) 100% 100%

Lyeurope . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Lyparis . . . . . . . . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Go Voyages SAS . . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%Go Voyages Trade . . . . . . . . 14, rue de Clery 75002 (Paris) 100% 100%

IIPIR SoftwareDevelopment S.L. . . . . . . . Calle Catalina 11, 3.� B Majadahonda (Madrid) 25% 100%

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The Issuer

eDreams ODIGEO

Registered Office of the Issuer282, Route de Longwy

L-1940 LuxembourgGrand Duchy of Luxembourg

Legal Advisors to the Issuer

as to U.S. and English law as to Luxembourg law as to Spanish lawDavis Polk & Wardwell Clifford Chance Urıa Menendez Abogados,

London LLP 10, boulevard G. D. Charlotte S.L.P.99 Gresham Street L-1011 Luxembourg Principe de Vergara 187London EC2V 7NG Grand Duchy of Luxembourg Plaza de Rodrigo Urıa

United Kingdom 28002 MadridSpain

Joint Global Coordinators and Joint Bookrunners

Deutsche Bank AG, London Branch J.P. Morgan Securities plcWinchester House 25 Bank Street

1 Great Winchester Street Canary WharfLondon EC2N 2DB London E14 5JP

United Kingdom United Kingdom

Joint Bookrunner

Jefferies International LimitedVintners Place

68 Upper Thames StreetLondon EC4V 3BJUnited Kingdom

Joint Lead Managers

Banco Santander, S.A. Societe GeneraleCiudad Grupo Santander 29 Boulevard Haussmann

Edificio Encinas 75009 ParisAvenida de Cantabria France

28660 Boadilla del MonteMadridSpain

Legal Advisors to the Underwriters

as to U.S. and English law as to Luxembourg law as to Spanish lawLinklaters LLP Linklaters LLP Linklaters, S.L.P.One Silk Street 35, Avenue John F. Kennedy Almagro 40

London EC2Y 8HQ L-1855 Luxembourg 28010 MadridUnited Kingdom Grand Duchy of Luxembourg Spain

Independent Auditors of the Issuer

Deloitte Audit S.a r.l.560, Rue de NeudorfL-2220 Luxembourg

Grand Duchy of Luxembourg

12MAR201413475774

18MAR201412260592

Initial Public Offering

Merrill Corporation Ltd, London14ZAV16801

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