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Amadeus IT Group, S.A.

Auditor’s Report, Annual Accounts and Directors’ Report for the year ended December 31, 2018


Auditor’s Report for the year ended December 31, 2018


Annual Accounts for the year ended December 31, 2018

Amadeus IT Group, S.A. Annual Accounts for the year ended December 31, 2018 Balance sheet (millions of euros)

Notes 1 to 22 and the appendix described in the attached annual accounts are part of the balance sheet at December 31, 2018

ASSETS Note 31/12/2018 31/12/2017

NON-CURRENT ASSETS 5,531.3 4,544.2

Intangible assets 6 1,649.2 1,721.7

Brands & trademarks 179.6 205.2 Goodwill 971.8 1,110.6 Software 9.1 9.2 Development costs 287.1 140.9 Intangible rights 201.6 255.8

Tangible assets 7 6.8 6.8

Furniture, office, equipment and other tangible assets 6.8 6.8

Long-term investments in Group companies and joint ventures 3,664.7 2,616.0

Equity instruments 9.2 & 19.2 2,618.5 2,196.4 Loans to companies 19.2 1,046.2 419.6

Long-term financial investments 9.1 77.4 83.1

Equity instruments 10.9 8.2 Derivatives 11 1.5 8.7 Other financial assets 65.0 66.2

Deferred tax assets 16.1 133.2 116.4

Long-term prepaid expenses - 0.2

CURRENT ASSETS 1,245.2 1,109.7

Trade debtors and other accounts receivable 379.8 339.4

Trade accounts receivable 10 229.8 192.5 Accounts receivable - Group companies and joint ventures 19.2 57.9 48.7 Other accounts receivable 90.2 58.6 Accounts receivable from Public Administrations 16.1 - 38.1 Employee receivable 1.1 0.9 Other accounts receivable from Public Administrations 16.1 0.8 0.6

Short-term investments in Group companies and joint ventures 442.9 325.0

Loans to companies 19.2 442.0 222.2 Other financial assets 19.2 0.9 102.8

Short-term financial investments 9.1 7.7 18.0

Derivatives 11 7.5 17.7 Other financial assets 0.2 0.3

Short-term prepaid expenses 7.9 10.6

Cash and cash equivalents 406.9 416.7

Cash 393.8 371.7 Cash equivalents 13.1 45.0

TOTAL ASSETS 6,776.5 5,653.9

Amadeus IT Group, S.A. Annual Accounts for the year ended December 31, 2018 Balance sheet (millions of euros)

Notes 1 to 22 and the appendix described in the attached annual accounts are part of the balance sheet at December 31, 2018

EQUITY AND LIABILITIES Note 31/12/2018 31/12/2017

EQUITY 12 1,198.0 1,160.6

Shareholders’ equity 1,213.8 1,151.9

Share capital 4.4 4.4 Additional paid-in capital 754.5 754.5 Reserves 561.3 512.4

Legal reserves 556.3 556.3 Other reserves 5.0 (43.9) Treasury shares (512.1) (518.5) Retained earnings 16.9 13.1 Net profit/(loss) for the year 608.4 596.1 Interim dividend (219.6) (210.1)

Other comprehensive income (15.8) 8.7

Available-for-sale financial assets 0.1 0.1 Hedges (16.3) 8.6 Cumulative translation adjustments 0.4 -

NON-CURRENT LIABILITIES 3,126.1 2,157.1

Long-term provisions 13 139.5 125.0

Long-term employee benefit obligations 0.4 0.1 Other provisions 139.1 124.9

Long-term liabilities 1,648.5 207.2

Bonds and other long-term securities 14 1,492.3 - Long-term debts with financial institutions and third parties 14 125.1 189.7 Obligations under finance leases 8 0.8 0.8 Derivatives 11 14.5 1.1 Other financial liabilities 15.8 15.6

Long-term debts with Group companies and joint ventures 19.2 995.3 1,492.0

Deferred tax liabilities 16.1 85.4 47.3

Long-term deferred income 15 257.4 285.6

CURRENT LIABILITIES 2,452.4 2,336.2

Short-term provisions 13 2.5 2.5

Short-term liabilities 309.6 784.3

Bonds and other short-term securities 14 3.5 - Short-term debts with financial institutions and third parties 14 66.0 66.1 Obligations under finance leases 8 0.6 0.5 Derivatives 11 19.3 7.2 Other financial liabilities 12.3 220.2 710.5

Short-term debts with Group companies and joint ventures 19.2 1,175.6 598.9

Trade creditors and other accounts payable 898.1 888.1

Trade accounts payable 10 462.5 404.3 Accounts payable – Group companies and joint ventures 19.2 394.7 461.0 Other accounts payable 2.1 2.0 Personnel related liabilities 15.2 16.6 Other accounts payable to Public Administrations 16.1 23.6 4.2

Short-term deferred income 15

66.6

62.4

TOTAL EQUITY AND LIABILITIES 6,776.5 5,653.9

Amadeus IT Group, S.A. Annual Accounts for the year ended December 31, 2018 Income statement (millions of euros)

Notes 1 to 22 and the appendix described in the attached annual accounts are part of the income statement for the year ended December 31, 2018

CONTINUING OPERATIONS Note Year 2018 Year 2017

Trade revenue 18.1 4,515.5 4,303.5

Services rendered 4,515.5 4,303.5 Less charges to fixed assets 161.3 82.0

Other operating income 5.1 5.3

Personnel expenses 18.2 (116.5) (110.5)

Salaries, wages and similar (88.4) (84.5) Social benefits (28.1) (26.0)

Other operating expenses (3,854.6) (3,589.1)

External services (98.6) (65.9) Taxes (2.2) (0.4) Losses, impairment and variations in trading provisions (8.5) (8.2) Other operating expenses 18.3 (3,745.3) (3,514.6)

Depreciation and amortization of non-current assets 6 & 7 (279.5) (269.0)

Impairment and gains/(losses) on disposal of non-current assets (0.6) (1.5)

Impairment and losses 6 (0.3) (1.5) Gains/(losses) on disposal of financial instruments 7 (0.3) - OPERATING PROFIT/(LOSS) 430.7 420.7

Financial income 18.4 356.8 314.1

From equity instruments 334.8 306.1

Group companies and joint ventures 334.3 305.6 Third parties 0.5 0.5

From other financial instruments 22.0 8.0

Group companies and joint ventures 20.9 7.9 Third parties 1.1 0.1

Financial expenses 18.4 (40.0) (33.4)

Debts with Group companies and joint ventures (15.3) (17.3) Debts with third parties (24.7) (16.1)

Changes in fair value of financial instruments 11.2 - (2.7)

Financial assets held for trading and others - (2.7) Exchange rate differences 17 (15.0) (19.9)

Impairment and gains/(losses) on disposal of financial instruments 24.1 (2.9)

Impairment and losses 23.6 (3.3) Gains/(losses) on disposal of financial instruments 0.5 0.4

FINANCIAL PROFIT/(LOSS) 18.4 325.9 255.2

PROFIT/(LOSS) BEFORE TAX 756.6 675.9

Corporate Income Tax 16.4 (148.2) (79.8)

NET PROFIT/(LOSS) FOR THE YEAR 608.4 596.1

Amadeus IT Group, S.A. Annual Accounts for the year ended December 31, 2018 Statements of changes in equity (millions of euros)

Notes 1 to 22 and the appendix described in the attached annual accounts are part of the statements of changes in equity for the year ended December 31, 2018

A) STATEMENT OF RECOGNISED INCOME AND EXPENSES

Note Year 2018 Year 2017

NET PROFIT/(LOSS) FOR THE YEAR 608.4 596.1

Income and expenses directly recognised in equity 12.5

Cash flow hedge (40.7) 52.9 Cumulative translation adjustments 0.4 (0.7) Tax impact 10.2 (13.2)

TOTAL INCOME AND EXPENSES DIRECTLY RECOGNISED IN EQUITY

(30.1) 39.0

Transfers to the income statement 12.5 Cash flow hedge 7.4 (9.3) Tax impact (1.8) 2.3

TOTAL TRANSFERS TO THE INCOME STATEMENT 5.6 (7.0)

TOTAL RECOGNISED INCOME AND EXPENSES 583.9 628.1


Annual Accounts for the year ended December 31, 2018 Statements of changes in equity (millions of euros)

Notes 1 to 22 and the appendix described in the attached annual accounts are part of the statements of changes in equity for the year ended December 31, 2018

B) STATEMENT OF TOTAL CHANGES IN EQUITY

Share capital Additional

paid-in capital Legal reserves

Other reserves

Merge reserve

Treasury Shares

Net profit/(loss) for the year

Interim dividend

Other comprehensive

income Total

BALANCE AT DECEMBER 31, 2016 4.4 754.5 556.3 (512.2) 179.2 (25.6) 701.1 (174.9) (23.3) 1,459.5

Total recognised income/(expenses) for the year - - - - - - 596.1 - 32.0 628.1

Transactions with shareholders

Dividends distribution - - - - - - (236.4) (210.1) - (446.5) Other transactions with shareholders - - - 9.2 - 3.7 - - - 12.9 Merger Exchange-Ratio - - - - (0.2) 0.2 - - - - Share Buy-Back Programme - - - - - (500.0) - - - (500.0) Other variations in equity Appropriation of results - - - 289.8 - - (464.7) 174.9 - - Share-based payments - - - 3.4 - 3.2 - - - 6.6

BALANCE AT DECEMBER 31, 2017 4.4 754.5 556.3 (209.8) 179.0 (518.5) 596.1 (210.1) 8.7 1,160.6

Total recognised income/(expenses) for the year - - - - - - 608.4 - (24.5) 583.9

Transactions with shareholders Dividends distribution - - - - - - (284.2) (219.6) - (503.8) Other transactions with shareholders - - - 13.8 - 3.6 - - - 17.4 Merger Exchange-Ratio - - - (0.1) - 0.1 - - - -

Other variations in equity Appropriation of results - - - 101.8 - - (311.9) 210.1 - - Share-based payments - - - 6.3 - 2.7 - - - 9.0 Other variations in equity (Note 16.1) - - - (69.1) - - - - - (69,1)

BALANCE AT DECEMBER 31, 2018 4.4 754.5 556.3 (157.1) 179.0 (512.1) 608.4 (219.6) (15.8) 1,198.0


Annual Accounts for the year ended December 31, 2018 Statement of cash flows (millions of euros)

Notes 1 to 22 and the appendix described in the attached annual accounts are part of the statement of cash flows for the year ended December 31, 2018

Year 2018 Year 2017

CASH FLOWS FROM OPERATING ACTIVITIES 922.4 962.6

Profit/(loss) before income tax 756.6 675.9 Adjustments for profit/(loss)

Asset amortization 279.5 269.0 Impairment losses 8.5 8.2 Variation of provisions (0.4) 2.3 Impairment and gains/losses from financial instruments (23.6) 3.3 Impairment and gains/losses on disposal of non-current assets 0.6 1.5 Gains/(losses) on disposal of financial instruments (0.5) (0.4) Financial income (356.8) (314.1) Financial expenses 40.0 33.4 Exchange rate differences 15.0 19.9 Changes in fair value of financial instruments - 2.7 Other revenue and expenses 9.1 6.7

Changes in working capital Trade debtors and other receivables (86.8) 4.9 Other current assets 2.7 (1.8) Trade creditors and other payables (9.6) (9.4) Other current liabilities 4.4 1.3 Other non-current assets and liabilities (48.1) (41.6)

Other cash flows from operating activities Interests paid (22.5) (28.2) Dividends received 436.6 438.7 Interest received 9.7 7.7 Corporate Income Tax received from Group companies 1.8 3.9 Corporate Income Tax paid to Public Administrations (93.8) (121.3)

CASH FLOWS FROM INVESTING ACTIVITIES (1,497.7) (162.6)

Payments due to investments Group companies and joint ventures (1,307.1) (41.6) Fixed assets (207.2) (116.7) Other financial assets (1.2) (44.2)

Proceeds from disposals Group companies and joint ventures 4.7 28.7 Other financial assets 12.9 11.2

CASH FLOWS FROM FINANCING ACTIVITIES 565.5 (719.6)

Receipts and payments relating to equity instruments Acquisition of treasury shares (500.0) - Transfer of treasury shares 17.4 12.9 Receipts and payments relating to liability instruments

Obligations and other securities 1,491.8 - Issue of debts with Group companies and joint ventures 951.2 1,638.1 Repayment of debts with financial institutions (67.6) (150.0) Repayment of debts with Group companies and joint ventures (833.5) (1,806.5) Repayment of other financial liabilities 0.5 (2.8)

Dividends and equity instruments´ payments Dividends (494.3) (411.3)

NET INCREASE/ DECREASE IN CASH AND CASH EQUIVALENTS (9.8) 80.4

Cash and cash equivalents at the beginning of year 416.7 336.3 Cash and cash equivalents at year-end 406.9 416.7


Annual Accounts for the year ended December 31, 2018 Notes to the annual accounts (millions of euros)

CONTENTS

Note Page

1 General information and activity 1

2 Basis of presentation of the annual accounts

2.1 Regulatory financial reporting framework applicable to the Company 2

2.2 True and fair view 3

2.3 Non-obligatory accounting principles 3

2.4 Critical aspects for the measurement and estimation of uncertainty 3

2.5 Business combinations 4

2.6 Changes in accounting principles 4

2.7 Comparative information 4

2.8 Aggregated captions 4

2.9 Working capital 5

2.10 Correction of errors 5

3 Proposed appropriation of results 5

4 Recognition and measurement standards

4.1 Intangible assets 6

4.2 Tangible assets 8

4.3 Impairment of non-current assets 8

4.4 Leases 9

4.5 Financial instruments 9

4.6 Foreign currency transactions 13

4.7 Income taxes 13

4.8 Revenue and expenses recognition 13

4.9 Provisions and contingencies 14

4.10 Equity elements of an environmental nature 14

4.11 Pension plans and other related obligations 14

4.12 Share-based payments 15

4.13 Transactions with related parties 15

4.14 Current and non-current items 15

4.15 Indemnities 15

5 Financial risk and capital management

5.1 Foreign exchange rate risk 16

5.2 Interest rate risk 16

5.3 Own shares price evolution risk 17

5.4 Credit risk 17

5.5 Liquidity risk 17

5.6 Capital management 18

6 Intangible assets 19

7 Tangible assets 24

8 Leases

8.1 Financial lease 25

8.2 Operating lease 25

9 Financial investments

9.1 Financial investments 26

9.2 Financial investments in Group companies and joint ventures 27

10 Trade accounts receivable and payable

10.1 Doubtful debt provision, factoring and cancellation reserve 36

10.2 Information regarding the average payment term to trade payables 36

11 Derivative financial instruments

11.1 Exchange rate derivatives 38

11.2 Interest rate derivatives 39

12 Equity and shareholders’ equity

12.1 Legal reserve 41

12.2 Goodwill reserve 41

12.3 Dividends distribution 41

12.4 Treasury shares 42



Note Page

12.5 Other comprehensive income 43

13 Provisions 44

14 Financial debt 45

15 Deferred income 50

16 Public Administrations and taxation

16.1 Deferred tax assets and liabilities and current balances with Public Administrations 51

16.2 Reconciliation between the net result before tax and Corporate Income Tax base 52

16.3 Tax recognised in equity 54

16.4 Reconciliation between the net result before tax and Corporate Income Tax expense 54

16.5 Periods open for tax audit and tax audit procedures 55

17 Foreign currencies 56

18 Revenues and expenses

18.1 Trade revenue 58

18.2 Personnel expenses 59

18.3 Other operating expenses 59

18.4 Financial results 60

18.5 Share-based payments 61

19 Transactions and balances with related parties

19.1 Transactions with related parties 63

19.2 Balances with related parties 64

19.3 Board of Directors and Key Management remuneration 69

19.4 Directors’ information regarding situations of conflict of interests 71

19.5 Other information related to the Board of Directors and Key Management 71

19.6 Financial structure 71

20 Other information

20.1 Auditors’ fees 72

20.2 Number of employees 72

20.3 Off-balance sheet commitments 73

21 Environmental information 73

22 Subsequent events 74

Appendix 75



Page 1

1. GENERAL INFORMATION AND ACTIVITY

Amadeus IT Group, S.A. (hereinafter, ‘the Company’) was incorporated and registered at the Commercial

Registry of Madrid on February 4, 2005. Its registered office is in Madrid, Salvador de Madariaga, 1.

As a consequence of the merger registered in the Commercial Registry on August 2, 2016, mentioned in

Note 2.5, the Company, formerly known as Amadeus IT Holding, S.A. (Absorbing Company) took over

Amadeus IT Group, S.A. (Absorbed Company), subsequently, adopting the Absorbed Company’s registered

name.

The Company’s corporate purpose, as set out in article 2 of its corporate Bylaws, is the following:

(a) Transfer of data from and/or through computer reservation systems, including offers, reservations,

tariffs, transport tickets and/or similar, as well as any other services, including information technology

services, all of them mainly related to the transport and tourism industry, provision of computer services

and data processing systems, management and consultancy related to information systems;

(b) Provision of services related to the supply and distribution of any type of product through computer

means, including manufacture, sale and distribution of software, hardware and accessories of any type;

(c) Organisation and participation as partner or shareholder in associations, companies, entities and

enterprises active in the development, marketing, commercialisation and distribution of services and

products through computer reservation systems for, mainly, the transport or tourism industry, in any of its

forms, in any country worldwide, as well as the subscription, administration, sale, assignment, disposal or

transfer of participations, shares or interests in other companies or entities;

(d) Preparation of any type of economic, financial and commercial studies, as well as reports on real estate

issues, including those related to management, administration, acquisition, merger and corporate

concentration, as well as the provision of services related to the administration and processing of

documentation;

(e) Acting as a holding company, for which purpose it may (i) incorporate or take holdings in other

companies, as a partner or shareholder, whatever their nature or object, including associations and

partnerships, by subscribing to or acquiring and holding shares or stock, without impinging upon the

activities of collective investment schemes, securities dealers and brokers, or other companies governed

by special laws, as well as (ii) establishing its objectives, strategies and priorities, coordinating subsidiaries’

activities, defining financial objectives, controlling financial conduct and effectiveness and, in general,

managing and controlling them.

The direct or, when applicable, indirect performance of all business activities that are reserved by special

law is excluded. If professional titles, prior administrative authorizations, entries with public registers or

other requirements are required by legal dispositions to perform an activity embraced in the corporate

purpose, such activity shall not commence until the required professional or administrative requirements

have been fulfilled. On the Company website, corporate Bylaws and other public information about the

Company can be consulted (www.amadeus.com).



Page 2

Amadeus IT Group, S.A. is the parent company of the Amadeus Group (‘the Group’). The Group is a leading

transaction processor for the global travel and tourism industry and provides advanced technology

solutions to travel providers and travel agency customers worldwide. The Group acts as an international

network for the products and travel services distribution, providing to its customers comprehensive real-

time search, pricing, booking and ticketing through its distribution services, and offers travel providers

(principally airlines) an extensive portfolio of technology solutions which automate certain mission-critical

business processes and strategic operations, such as sales and reservations, inventory management and

other operational processes, through its IT solutions services.

Customers include providers of travel products and services such as airlines (network, domestic, low-cost

and charter carriers), airports, hotels (independent properties and big chains), tour operators (mainstream,

specialist and vertically integrated players), insurance companies, land and sea transport companies (car

rental companies, railway companies, cruise lines and ferry lines), travel sellers and brokers (offline and

online travel agencies) and travel buyers (corporations and individual travellers).

In accordance with the regulatory financial reporting framework applicable, this document only refers to

the separate annual accounts of Amadeus IT Group, S.A. and does not represent the Group consolidated

annual accounts. The Company is under an obligation to prepare consolidated annual accounts, which are

presented separately in accordance with International Financial Reporting Standards as adopted by the

European Union. The consolidated annual accounts of the Group for the year 2018 have been prepared by

the Directors at the meeting held on February 27, 2019. The consolidated annual accounts of the Group

for the year 2017 were approved at the Ordinary General Shareholders’ Meeting held on June 21, 2018

and registered at the Commercial Registry of Madrid.

The equity of the consolidated Group as of December 31, 2018 and 2017 amounts to €3,191.7 and €2,641.3

million, respectively. The profit for the years 2018 and 2017 of the consolidated Group amounts to €1,002.5

and €1,004.5 million, respectively.

The Company’s shares are traded on the Spanish electronic trading system (‘Continuous Market’) on the

four Spanish Stock Exchanges (Madrid, Barcelona, Bilbao and Valencia) and form part of the IBEX 35 index

[AMS]. The Company’s shares are also part of the Euro Stoxx 50 since September 2018.

2. BASIS OF PRESENTATION OF THE ANNUAL ACCOUNTS

2.1 Regulatory financial reporting framework applicable to the Company

These annual accounts have been prepared by the Directors according to the legal framework of financial

information applicable to the Company, which is established in:

- Commercial Code and the rest of the commercial law.

- Generally Accepted Accounting Principles in Spain approved by the Royal Decree 1514/2007, which has

been modified by the Royal Decree 602/2016, and their sectorial adaptations.



Page 3

- The mandatory rules approved by the Accounting and Auditing Institute in Spain (ICAC) in order to

implement the Generally Accepted Accounting Principles in Spain and the relevant secondary

legislation, including the mandatory rules approved by the National Commission of the Stock Exchange

(CNMV).

- The rest of the applicable Spanish accounting standards.

2.2 True and fair view

The accompanying annual accounts have been obtained from the accounting records of the Company and

prepared in accordance with the regulatory financial reporting framework that results from the application

described above and in particular, the principles and accounting criteria. Accordingly, these annual

accounts show a true and fair view of the Company’s equity, financial situation, results and cash flows for

the year. These annual accounts, which have been prepared by the Directors of the Company, are subject

to the approval of the Ordinary General Shareholders’ Meeting and are expected to be approved as they

stand. The annual accounts for the year 2017 were approved at the Ordinary General Shareholders’

Meeting held on June 21, 2018.

The balance sheet and the income statement of both Dubai and Cuba branches are fully consolidated in

these annual accounts.

The present annual accounts have omitted that information or disclosures that do not require detail due

to their qualitative importance, or due to being non-material or their relative importance according to the

concept of materiality or relative importance defined in the conceptual framework of the Generally

Accepted Accounting Principles in Spain approved by the Royal Decree 1514/2007.

2.3 Non-obligatory accounting principles For the preparation of these annual accounts, the Directors have taken into consideration all the mandatory

accounting principles and standards with a significant impact on the annual accounts. Additionally, non-

obligatory accounting principles have not been applied.

2.4 Critical aspects for the measurement and estimation of uncertainty

When preparing the accompanying annual accounts, estimates and assumptions, as made by the Directors

of the Company, have been applied in order to measure certain assets, liabilities, expenses and income,

and commitments as recognised therein. Those with a significant impact on the annual accounts are:

- Estimation of impairment losses;

- Useful life of tangible and intangible assets and goodwill;

- Market value of derivative financial instruments;

- Provisions valuation;

- Valuation of employee´s remuneration schemes.

Despite the fact that these estimates were prepared based on the most accurate available information at

2018 year-end, it is possible that future events may lead to a change in estimates for subsequent years.

Under such circumstances, any changes will be made prospectively.



Page 4

2.5 Business combinations On August 1, 2016, the Company, formerly known as Amadeus IT Holding, S.A. (Absorbing Company),

absorbed Amadeus IT Group S.A. (Absorbed Company). The merger was registered in the Commercial

Registry of Madrid on August 2, 2016. As a consequence of the merger, the Absorbing and survivor

Company from the merger process, Amadeus IT Holding, S.A. changed its corporate name to the Absorbed

Company’s name, Amadeus IT Group, S.A.

The merger consisted in absorbing and integrating the Absorbed Company into the Absorbing Company,

where all of its equity elements will be passed on to the Absorbing Company, therefore the Absorbed

Company disappeared without liquidating and all of its shares were transferred to the shareholders of the

Absorbing Company.

In accordance with the article 86 of the Corporate Income Tax Act., the detail of the periods in which

tangible and intangible assets were acquired by the Absorbed Company and transmitted to the Absorbing

Company, and all the information required by the Spanish legislation in force, were included in the notes

to the annual accounts for the year ended on December 31, 2016.

Likewise, in the year ended on July 31, 2006, the Company, formerly known as WAM Portfolio, S.A. Sociedad

Unipersonal, took over Amadeus IT Group, S.A., subsequently adopting its company’s corporate purpose

and registered name. The equity elements of the companies involved in the merger process were measured

by applying the market value thereto. All the information required by the Spanish legislation in force was

included in the notes to the annual accounts for the year ended on July 31, 2006.

2.6 Changes in accounting principles

During 2018, there have not been any changes in the accounting principles applied by the Company.

2.7 Comparative information

For comparative information purposes, the Company presents together the balance sheet, the income

statement, the statements of changes in equity, the statement of cash flows and the notes to the annual

accounts for the years ended on December 31, 2018 and 2017.

The financial statements and the notes to the annual accounts are expressed in millions of euros (except

the information which specifies a different unit).

The preparation, classification and aggregation of certain items in the annual accounts have been revised.

Non-material reclassifications have been made accordingly so that the information can be comparable with

the previous year and improves the comprehension of the annual accounts.

2.8 Aggregated captions

Certain items are presented in an aggregated format on the balance sheet, the income statement, the

statement of changes in equity and the statement of cash flows, in order to facilitate their understanding.

However, itemised information, when significant, has been included in the relevant notes.



Page 5

2.9 Working capital

The Company presents negative working capital, which is a usual circumstance in the industry which the

Company operates in and its financial structure. This situation does not present an obstacle for the normal

development of its business.

2.10 Correction of errors

No significant errors have been detected during the preparation of the accompanying annual accounts,

therefore, it has not been necessary to restate the amounts included in the annual accounts for the year

2017.

3. PROPOSED APPROPRIATION OF RESULTS

The Board of Directors will submit to the Ordinary General Shareholders´ Meeting for approval, a final gross

dividend of €1.175 per share carrying dividend rights, against 2018 profit for the year. Based on the above,

the proposed appropriation of the results for the year ended December 31, 2018, is as follows:

Euros

Amount for appropriation:

Net profit for the year 608,449,596.02 608,449,596.02

Appropriation to: Other reserves 92,833,151.47 Dividends 515,616,444.55

608,449,596.02

On December 13, 2018, the Board of Directors of the Company agreed to distribute an interim dividend of

€0.51 per existing share with dividend rights against profit for the year 2018. The dividend has been paid

in full on January 17, 2019, and therefore the complementary dividend to achieve the proposed final gross

dividend amounts to €0.665 per share with dividends rights.



Page 6

In accordance with article 277 of the Spanish Capital Companies Act, the following table shows the

provisional statement issued by the Directors to substantiate the Company has sufficient liquidity at that

time to distribute the interim dividend:

Millions of euros

Net Income after tax from January 1, through October 31, 2018 413.7

Mandatory appropriation to reserves for period 2018 - Distributable income 413.7

Cash and cash equivalents at October 31, 2018 462.0

Net cash generated until December 2018 (270.3) Unused credit facilities 1,009.0 Net cash generated from January 2019 until December 2019 (598.4) Net cash surplus at December 31, 2019 602.3 Proposed interim dividend (maximum amount) (223.8) Net cash surplus after interim dividend distribution 378.5

4. RECOGNITION AND MEASUREMENT STANDARDS

The main recognition and measurement accounting standards applied by the Company in the preparation

of the annual accounts are as follows:

4.1 Intangible assets

Intangible assets are initially measured at their acquisition or production cost, which is subsequently

adjusted by the related accumulated amortization and, if applicable, by any impairment losses. The carrying

amount is periodically reviewed and adjusted for any decrease in value, as described in Note 4.3. These

assets are amortised during the course of their useful life. The assets included under this caption are the

following:

- Brands and trademarks: This caption includes brands and trademarks acquired by means of either a

business combination (Note 2.5) or in separate acquisitions, valued at their acquisition cost. They are tested

for impairment on an annual basis, or when signs of impairment occur.

The Law 22/2015, dated July 20, on Accounts Auditing, establishes that intangible assets have a definite

useful life, and when the useful life of these assets could not be reliably estimated, they will be amortized

over a 10 years period, unless any other regulatory change establishes a different period. Although the

Company considers that the registered brands and trademarks have indefinite useful life, since January 1,

2016, it began to amortise them applying the straight-line method over a period of 10 years.

- Goodwill: The goodwill is recognised as an asset when an onerous acquisition takes place within a business

combination context (Note 2.5). Goodwill is assigned to the cash-generating unit to which the expected

profit of the business combination will be allocated. Instead, at least once per year, an impairment test is

done on these cash-generating units according to the methodology described in Note 4.3, and the relevant

value adjustment is recognised, if applicable.



Page 7

The Law 22/2015, dated July 20, on Accounts Auditing, establishes that intangible assets, and therefore the

goodwill, have a definite useful life and when the useful life of these assets could not be reliably estimated,

they will be amortized over a 10 years period, unless any other regulatory change establishes a different

period. Although the Company considers that the registered goodwill has indefinite useful life, since

January 1, 2016, it began to amortise it applying the straight-line method over a period of 10 years.

Impairment losses included in the carrying amount of goodwill are not reversed in subsequent years.

- Software: This caption includes the acquisition cost or cost of the rights to use software, as well as the

cost of developing software applications, as incurred by the Company. These assets are capitalised once

technical feasibility is established, where it is reasonably anticipated that the cost will be recovered through

future benefits and when the cost of the assets can be reliably measured. Software is amortised by applying

the straight-line method over 3 to 5 years. Software maintenance costs are charged to expense as incurred

and recognised in the income statement.

- Research and Development: Research expenditure, mainly related to research in connection with the

evaluation and adoption of new technology, is recognised as an expense as incurred. Costs incurred on

development projects, relating to the design and testing of new or improved products, are recognised as

intangible assets when it is probable that the project will be a success, its commercial and technological

feasibility being taken into consideration, and cost can be measured reliably and individually by project.

Development costs that have been capitalised are amortised from the commencement of the commercial

production of the product on a straight-line basis over the period of its expected benefit for the Company.

- Intangible rights: Assets as included under this caption are as follows:

Contractual relationships - This caption includes the contractual relationships with travel agencies and

Amadeus system’s users, as acquired through a business combination (Note 2.5), as well as capitalisable

amounts related to travel agency incentives that can be recognised as an asset. These latter assets relate

mainly to upfront payments made with the objective of increasing the number of clients, or to improve

the loyalty of the customer portfolio. They are instrumented through agreements with a term that is

always over a year, in which they commit to achieve certain economic objectives. The agreements

include penalty clauses applicable if those objectives are not met.

Their useful life is determined by taking into consideration the contractual-legal rights, the renewal

period and the technological lock-in period for these intangible assets. They are amortised against the

income statement by applying the straight-line method over an estimated useful life, between 2 and 15

years, and tested for impairment to adjust the carrying amount to the achievement of the committed

objectives and within this category, those assets that were acquired through the business combination

are amortised using a straight-line method over a period of between 8 and 15 years.

The incentives, services or discounts paid to travel agencies or airlines, which do not meet the proper

requirements to be recognised as intangible fixed assets, are considered as prepaid expenses recognised

in the income statement according to the length of the contract.



Page 8

Technology and content - This caption includes assets which are a combination of software elements

and travel content, the latter obtained by the Company through its relationship with travel providers

acquired either through a business combination (Note 2.5) or in separate acquisitions, measured at their

acquisition cost. This combination allows to process travel transactions (bookings) between supply

(travel providers) and demand (travel agencies) and make travel information available to both users

through the Amadeus system.

These assets are amortised against the income statement by applying the straight-line method over an

estimated useful life from 5 to 20 years. IT solution technology and content assets are amortised over

an estimated useful life of 20 years considering that the IT solution industry model is for the very long

run. The estimated useful life of the main components of the distribution technology is 15 years,

considering the status of the Amadeus reservation system, and the technological gap perceived by the

Company over its main competitors.

4.2 Tangible assets

Tangible assets are initially measured at their acquisition cost or production cost and subsequently adjusted

by the related accumulated amortization and, if any, by impairment losses. Their carrying amount is

periodically reviewed and adjusted for any decrease in value as described in Note 4.3.

Repair and maintenance expenses concerning the different tangible fixed asset elements are recognised in

the income statement for the year in which they are incurred. However, amounts invested to improve their

capacity or efficiency, or to increase their useful life are added to the asset’s value.

The Company amortises the tangible assets by applying the straight-line method over the estimated useful

life of the assets, as shown below:

Years

Furniture and office equipment 5 – 10

Other tangible assets 2 – 15

4.3 Impairment of non-current assets

The carrying amount of significant non-current assets is reviewed periodically, to determine if there is any

indication of impairment. If, as a result of this evaluation, the recoverable amount is lower than the net

carrying amount, an impairment loss is recognised in the income statement, by reducing the carrying

amount of the asset to its recoverable amount. The recoverable amount is the higher of the fair value less

cost to sell and the value in use. In assessing the value in use, the estimated future cash flows are

discounted at their present value using an appropriate risk adjusted discount rate.



Page 9

4.4 Leases

Leases where the Company assumes substantially all the risks and rewards of ownership are classified as

finance leases. The assets are capitalised and a liability is recognised for an amount equivalent to the lower

of their fair value and the present value of the minimum lease payments at the inception of the lease. The

capitalised leased assets are amortised by applying the straight-line method over the periods of useful life.

Operating lease payments are recognised in the income statement as incurred throughout the term of the

lease.

4.5 Financial instruments

4.5.1 Financial assets

Financial assets are initially measured at the fair value of the consideration given plus the directly

attributable transaction costs.

Financial assets are classified in the balance sheet as current or non-current, depending on whether their

maturity is less than, equal to or greater than twelve months.

The Company derecognises a financial asset when it expires or when the rights to receive the cash flows

associated with the asset have been transferred, and under the terms of an agreement, the risks and

rewards associated with the asset have also been substantially transferred. Examples of the latter are

commercial credits in factoring transactions where the Company has not retained any significant credit or

interest risk.

On the other hand, the Company does not derecognise a financial asset, and recognises a financial liability

in the amount of the consideration received, when a financial asset is transferred that substantially retains

the risks and rewards associated with the property of the asset.

Interests and dividends received from financial assets, as accrued subsequently to the date of acquisition,

are recognised as financial income in the income statement. Interests are recognised by applying the

effective interest method and dividends are recognised once it is announced that the shareholder has the

right to receive them. If distributed, dividends related to earnings generated prior to the date of acquisition

are recognised by reducing the carrying amount of the investment.

Financial assets as held by the Company are classified as follows:

- Loans and accounts receivable

Financial assets from the sale of goods and services within the Company’s trade or those that, lacking a

commercial substance, are not equity instruments or derivatives, their collection is a fixed or determinable

amount, and they are not quoted on an active market. After initial recognition, they are measured at

amortised cost by applying the effective interest method.



Page 10

Amortised cost is the acquisition cost of the financial asset or financial liability less principal repayments,

and adjusted by the portion of the difference between the initial cost and the relevant repayment value at

the due date as systematically charged to the income statement, following the effective interest method.

In the case of financial assets, amortised cost also includes impairment value adjustments.

The effective interest method is the discount rate, which equals the value of a financial instrument to its

total estimated cash flows for any concept throughout the remaining life of the asset.

Deposits and bonds are initially recognised at the amount paid to meet all contractual obligations.

If the maturity of these loans and accounts receivable is less than twelve months, these assets are

recognised at their face value when the effect of not discounting the cash flows is not significant.

Impairment losses are allocated when, as a result of events occurred after initial recognition, a reduction

or a delay in the estimated future cash flows could happen because of bad debt.

- Held to maturity investments

They are non-derivative financial assets with determinable payments and fixed maturity, traded on an

active market, which the Company has the intention and capacity to hold to maturity. Upon initial

recognition, they are also measured at amortised cost.

Impairment losses are allocated when, as a result of events occurred after its initial recognition, a reduction

or a delay in the estimated future cash flows could happen because of bad debt.

- Financial assets held for trading

Financial assets held for trading are assets acquired to be sold in the short-term, or assets included in a

portfolio with recent evidence of them being used for this purpose. This category includes financial

derivatives which have not been designated as hedge. Financial assets held for trading are measured at fair

value and the result of changes in fair value is recognised in the income statement.

- Investments in Group companies, associates and joint ventures

Group companies are the companies under the Company’s control, and associates are the companies over

which the Company has a significant influence. Additionally, joint ventures are the companies over which

the control is shared between one or more partners.

Investments in Group companies, associates and joint ventures are measured at cost less any accumulated

impairment losses, if applicable. These value adjustments are the differences between the carrying amount

of the investment and the recoverable amount, which is the higher of the fair value less the cost to sell,

and the discounted value of the estimated future cash flows of the investment.

Since January 1, 2010, all the costs, such as legal or other professional fees, associated to the acquisition

of a Group company implying the control over the company, are registered as an expense in the income

statement.



Page 11

Value adjustments for impairment and, as the case may be, their reversal are registered as expense or

income, respectively, in the income statement. The limit of impairment reversal is the initial book value of

the investment.

- Available-for-sale financial assets

They are non-derivative financial assets or investments in equity instruments of other companies which

have not been initially included in the previous categories. They are measured at fair value with gains and

losses resulting from changes in the fair value recognised directly in equity, until the asset is derecognised

or its value is impaired according to the Generally Accepted Accounting Principles in Spain. In such a case,

any accumulated amounts registered in equity are then registered in the income statement.

The financial assets available for sale for which fair value cannot be determined with reliability are

measured at cost less any accumulated impairment losses, if applicable.

4.5.2 Financial liabilities

The Company classifies its financial liabilities according to the agreed contractual obligations, provided that,

according to their economic substance, they represent a direct or indirect contractual obligation for the

Company.

The Company derecognises financial liabilities when the obligations which generated them cease to exist.

The financial liabilities are classified in the balance sheet as current or non-current, depending on whether

their maturity is less than, equal to or greater than twelve months.

- Debits and accounts payable

The Company’s debits and accounts payable from the purchase of goods and services within trade

operations are considered financial liabilities, as well as those that lacking a commercial substance cannot

be considered financial derivatives.

Debits and accounts payable are initially recognised at the fair value of the consideration received, adjusted

by directly attributable transaction costs. Subsequently, these liabilities are measured at their amortised

cost.

Notwithstanding the above, debits generated by trade operations with maturity within one year and

without a contractual interest rate are measured at nominal value, provided that the effect of not

discounting the cash flows is not significant.

In the case of the loans whose maturity is short-term, but whose long-term refinancing is assured if the

Company decides so, and it is likely to happen through loan agreements available in the long-term, are

classified as non-current liabilities.



Page 12

4.5.3 Shareholders’ equity instruments

A shareholders’ equity instrument is any contract that evidences a residual share in the assets of the

Company after all liabilities are deducted.

Equity instruments issued by the Company are recognised in equity by the amount received, net of

transaction costs.

The shares and equity instruments are registered by reducing shareholders’ equity for the value in

consideration received in exchange, as well as the actual value of certain future commitments agreed

during the current period. The result of buying, selling, issuing and cancelling shareholders’ equity, is

recognized directly in the caption ‘Other reserves’ in the equity, resulting in no effect, in the income

statement, in any case.

4.5.4 Financial derivatives and hedge accounting

The Company uses derivative financial instruments to cover the risks derived from its activity, transactions

and future cash flows. These risks are mainly linked to interest and exchange rate fluctuations.

For these financial instruments to be classified as hedge accounting, there is a formal designation and

documentation of the hedging relationship. Likewise, the Company has to verify initially and periodically

throughout their life, that the hedge relationship is highly effective in offsetting changes in the fair value or

in the cash flows of the hedged amount (attributable to the hedged risk). That is, prospectively, an almost

complete hedge and, retrospectively, a variation between 80% and 125% of the hedged item.

Derivatives are initially measured at the fair value of the given amount in the balance sheet and,

subsequently, the necessary value adjustments are made so as to show their fair value each time. If the

value adjustment is positive, it is registered under the caption ‘Derivatives’ in assets in the balance sheet,

or in liabilities if it is negative. Gains or losses are recognised according to the type of hedge, as follows:

- Fair value hedges: Changes in the fair value of the hedging instrument and of the hedged asset or liability,

as attributable to the hedged risk, are recognised in the income statement.

- Cash flow hedges: The effective portion of changes in the fair value of the hedging instrument is

temporarily recognised in equity, in the income statement for the period in which the hedged element

affects the result (profit or loss), except if the hedge relates to an expected transaction which leads to the

recognition of a non-financial asset or liability, as well as equity instruments, in which case the amounts

registered in equity will be included in the cost of the asset or liability at the time it is acquired or assumed.

The portion considered ineffective is directly recognised in the income statement.

Hedge accounting is discontinued when the hedging instrument is due, sold, finished, exercised, or when

it ceases to meet the conditions for hedge accounting. Then, any accrued gains or losses related to the

hedging instrument and recognised in equity are held there until the expected transaction takes place.

When the hedged transaction is not expected to take place, the accumulated net gains or losses recognised

in equity are transferred to the income statement for the year.



Page 13

The Company uses the discount of the expected cash flows as the fair value of the registered derivative

financial instruments, on both spot and forward market conditions at year-end.

4.6 Foreign currency transactions

The Company uses the euro as its functional currency. Foreign currency transactions are accounted for at

the exchange rate prevailing at the transaction’s date. Gains and losses resulting from the settlement of

that transactions and from the valuation at year-end of monetary assets and liabilities denominated in

foreign currencies are recognised in the income statement.

4.7 Income taxes Expense or income for Corporate Income Tax includes current tax expense or income and deferred tax

expense or income.

Current tax is the amount that the Company satisfies as the result of profit tax settlements for a fiscal year.

Tax deductions and other tax benefits, excluding withholding taxes and payments on account, and previous

years’ tax losses which can be offset against the current fiscal year, reduce the total amount of current tax.

Deferred tax expense or income relates to the recognition and cancelation of deferred tax assets and

liabilities. These include temporary differences which are the amounts expected to be paid or recovered,

as generated by the differences between the tax and book values of assets and liabilities, and the tax losses

carried forward and the credits for tax deductions not fiscally applied. These amounts are recorded by

applying to the temporary difference or tax credit, the tax rate at which they are expected to be recovered

or settled.

As a general rule, deferred tax liabilities are recognised for all the taxable temporary differences. However,

deferred tax assets are only registered if it is considered probable that the Company will obtain future tax

profit to make them effective. At year-end, the deferred tax assets not registered in the balance sheet are

measured, and they are recognised if they are likely to be recovered through future tax benefits. Likewise,

deferred tax assets registered are reviewed, making the appropriate adjustments when there are doubts

about their future recovery.

Deferred tax assets and liabilities, resulting from the transactions registered directly in equity, are also

registered in equity. Value adjustments to deferred tax assets and liabilities due to changes in the tax rate

are recognised according to their origin in the income statement or in equity.

4.8 Revenue and expenses recognition

Revenue and expenses are recognised according to the vesting principle, when the real flow of goods and

services occurs, regardless of the time when the monetary or financial flow arising from them takes place.

Income is measured at the fair value of the consideration received, less discounts and taxes.

The Company obtains distribution revenue for providing reservation services through its Amadeus system.

Revenue from airline bookings is recognised based on the number of bookings done when the booking is

made, net of cancellations made and provisions for future cancellations. Revenue from non-air bookings,

mainly related to hotels and car rental, is recognised when the bookings are used by the final customer.



Page 14

The Company generates, among others, revenue from direct sales made through certain airlines’ direct

sales offices, or web pages (‘system users’) connected to the Amadeus system. When the airlines receive

payments related to their own inventory sales, they are registered as less revenue.

Additionally, the Company has certain content agreements and other marketing agreements with the

airlines. As a result, the latter allows the Company to obtain information of routes, seats inventory and

fares for flights that are sold within the territory covered by the agreements. The payments made to the

airlines under these agreements are registered as less revenue.

Revenue derived from charges to customers on a transactional basis for the use of the IT solutions is

recognised when the services are provided to the customers over the terms of the agreement. Users of

these services have access to business services such as inventory management and passengers boarding.

Revenue obtained from customisation and implementation of IT solutions is recognised when the services

are provided to the customers over the terms of the agreement.

Revenue for sales where the Company acts as an agent is recognised on a net basis, representing the

amount of the commission received.

4.9 Provisions and contingencies

Provisions are recognised when there is a legal or implicit present obligation arising as a result of a past

event, when the Company is likely to be required to settle the obligation and the amount of the obligation

can be reliably estimated.

Contingent liabilities are possible obligations that arise from past events and whose existence will be

confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the

Company's control.

Amounts recognised as a provision relate to the best estimate of the non-settled obligation at the date of

the balance sheet, with the risks and uncertainties related to the obligation being taken into account.

Contingent liabilities are not recognised in the financial statements, but are rather disclosed, unless the

possibility of an outflow in settlement is considered to be remote.

4.10 Equity elements of an environmental nature

Elements used permanently by the Company to minimise the impact on the environment and for

environmental protection and improvement, including reduction and elimination of future pollution, are

registered under this caption.

Due to its activity, the Company does not have a significant environmental impact.

4.11 Pension plans and other related obligations

The Company has pension commitments with its employees. These commitments are fulfilled through an

external pension plan, defined contribution employment system, and collective life insurance contracts, for

all of the Company’s employees.



Page 15

Contributions made to defined contribution plans are registered in the income statement for the year, as

incurred.

4.12 Share-based payments

The Company has certain share-based reward schemes in place for employees, as consideration for services

rendered by them. Compensation expenses for services received are calculated as the fair value of the

company’s shares and are registered in the income statement during the vesting period against the

corresponding provision. The settlement of these equity settled share-based payments is accounted for as

the purchase of an equity instrument. When the Company decides to settle the plans in cash, no additional

compensation expense is recognised if the consideration paid equals the fair value of the instrument

measured at the repurchase date.

4.13 Transactions with related parties

The Company considers as related parties subsidiaries, associates and joint ventures, key management

personnel and members of the Board of Directors as well as their close family members. Additionally, the

Company also considers as related parties the significant shareholders, and the companies controlled by

them, in case they exist.

The Company considers as key management personnel the members of the Executive Committee and the

Internal Audit Director.

The Company carries out all its operations with related parties at market value. Additionally, transfer prices

are adequately supported, so the Directors of the Company believe that there is no significant risk on this

matter that may lead into future liabilities.

4.14 Current and non-current items

Current assets are those related to the operating cycle of the Company, that usually is considered a year,

and also other assets which maturity, disposal or realization is expected to occur in the short-term since

the year closing date, the available-for-sale financial assets except the financial derivatives which maturity

date is over a year, and the cash or other cash equivalents. The assets that do not meet these requirements

are classified as non-current assets.

Similarly, current liabilities are those related to the operating cycle of the Company, and also the available-

for-sale financial liabilities, except the financial derivatives which maturity date is over a year, and, in

general every liability which maturity or extinction will take place in the short-term. Otherwise, they are

classified as non-current liabilities.

4.15 Indemnities

In accordance with the legislation in force, the Company is obliged to pay a compensation to those

employees with whom, under certain conditions, it terminates its labor relations. Therefore, the

compensations for lay-off that can be reasonably quantified are recorded as an expense in the year in which

the dismissal decision is made.



Page 16

5. FINANCIAL RISK AND CAPITAL MANAGEMENT The Company has exposure, as a result of the normal course of its business activities, to foreign exchange,

interest rate, own shares price evolution, credit and liquidity risk. The goal of the Company is to identify,

measure and minimize these risks using the most effective and efficient methods to eliminate, reduce, or

transfer such exposures. With the purpose of managing these risks, in some occasions, the Company enters

into hedging activities with derivatives and non-derivative instruments.

5.1 Foreign exchange rate risk

The Company uses the Euro as its functional currency. As a result of the multinational orientation of its

business, the Company is subject to foreign exchange rate risk derived from the fluctuations of different

currencies. The Company’s exchange rate hedging strategy aims to protect the EUR value of cash flows

denominated in foreign currency. The instruments used to achieve this goal depend on the currency in

which the operating cash flow to be hedged is denominated:

The strategy used to cover US Dollar (USD) exposures is based on the use of natural hedges and

derivatives. This strategy aims at reducing the exposure created by the USD denominated net operating

cash inflows of the Company with the USD payment of principal of the USD denominated debt and with

derivatives. Although as of December 31, 2018, there is USD denominated debt with Group companies,

this debt has not been designated as hedge instrument.

Aside from the USD, the main foreign currency exposures are expenditures denominated in a variety of

foreign currencies. The most significant of these exposures are denominated in Sterling Pounds (GBP),

Indian Rupees (INR), Australian Dollars (AUD) and Singapore Dollars (SGD). For these exposures, a

natural hedge strategy is not possible. In order to hedge a portion of the aforementioned short

exposures, the Company enters into derivative contracts with financial entities, basically currency

forwards, currency options and combinations of currency options.

5.2 Interest rate risk

The objective of the Company in terms of interest rate risk management is to reduce the volatility of the

net interest flows payable. At December 31, 2018 and 2017, approximately 71.2% and 77.8%, respectively,

of the Company’s borrowings were at fixed interest rate. Given the high proportion of fixed rate debt as of

December 2018 and 2017, no interest rate hedges were hedging the oustanding debt as of these dates.

At December 31, 2016 the two outstanding interest rate derivatives were hedging future debt that was

expected to be contracted during 2017 as part of that year new financing activity of the Company. These

derivatives were cancelled in March 2017 since the expected financing to be hedged did not materialize.

Although the interest rate swaps fix the amount of interests to be paid in the coming years, their fair values

are sensitive to changes in interest rates.



Page 17

During 2018 there has been an increase in the sensitivity of the EUR denominated debt to the movements

of the interest rate curve with respect to the previous year. This increase is due to the issuance of three

new Eurobonds with a total notional of €1,500 million and maturities 2022, 2023 and 2026. This new debt

increases both total amount of outstanding debt and the average time to maturity of the Company’ debt.

The fair value of the instruments is sensitive to the changes of the level of interest rates.

In the case of the floating interest rate debt, the spread payable on this debt is fixed and therefore its fair

value is sensitive to changes in the level of interest rates.

5.3 Own shares price evolution risk

The Company has three different remuneration schemes for managers and employees which are

referenced to Company’s shares: the Performance Share Plan (PSP), the Restricted Share Plan (RSP) and

the Share Match Plan (SMP).

According to the conditions of these plans, at their maturity, the beneficiaries will receive a number of

shares, that for the plans granted, will depend on the achievement of certain performance conditions. The

Company will use treasury shares to cover these remuneration schemes.

5.4 Credit risk

Credit risk is the risk that a counterparty to a financial asset will cause a loss for the Company by failing to

discharge an obligation.

The cash and cash equivalents of the Company are deposited in major banks based on the diversification

and the credit risk offered by the different available investment options.

The credit risk of the customer accounts receivable of the Company is mitigated by the fact that the

majority are settled through the clearing houses operated by International Air Transport Association

(‘IATA’) and Airlines Clearing House, Inc. (‘ACH’). These systems guarantee that the cash inflows from

customers will be settled at a certain fixed date, and partially mitigate the credit risk by the fact that the

members of the clearing houses are required to make deposits that would be used in the event of default.

Moreover, the customer base of the Company is large and unrelated which results in a low concentration

of the credit risk.

5.5 Liquidity risk

The Company is responsible for providing the cash needed by all the companies of the Group. In order to

perform this task more efficiently the Company concentrates the excess of liquidity from the subsidiaries

and channels it to the companies with cash needs.

This allocation of the cash position among the companies of the Group is mainly made through the

following agreements:

Cash pooling agreements with most of the subsidiaries located in the Euro area.

Through bilateral treasury optimisation agreements between the Company and its subsidiaries.



Page 18

The Company monitors the Group’s cash position through rolling forecasts of expected cash flows. These

forecasts are performed by all the companies of the Group and consolidated in order to examine both the

liquidity situation and prospects of the Group.

Additionally, as described in Note 14, the Company has access to a ‘Revolving Credit Facility’. This facility

has a notional of €1,000 million and can be used to cover working capital needs and general corporate

purposes.

At December 31, 2018, this facility for a total amount of €1,000 million was fully unused. At December 31,

2017, there was not any used amount neither.

5.6 Capital management The Company manages its capital to ensure that the Group companies will be able to continue as a going

concern while continuing to generate returns to shareholders and to benefit other stakeholders through

the optimisation of the leverage ratio.

The Company bases its capital management decisions on the relationship between the earnings and free

cash flows and its debt amount and debt service payments.

The credit rating granted by the agency Standard & Poor’s Credit Market Service Europe Limited to the

Company is ‘BBB/A-2’, with positive outlook. The credit rating granted to the Company by the agency

Moody’s Investors Service España, S.A. is ‘Baa2’, with stable outlook. The Company considers that the

ratings awarded, would allow access to the markets, if necessary, on reasonable terms.



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6. INTANGIBLE ASSETS

Balances and movements of the items included under the ‘Intangible assets’ caption, for the year 2018, are

as follows:

31/12/2017 Additions Disposals 31/12/2018

Cost

Brands and trademarks 318.3 - - 318.3

Goodwill 1,388.2 - - 1,388.2

Software 24.2 6.0 - 30.2

Development costs 156.1 161.4 - 317.5

Intangible rights 1,223.7 38.1 (2.2) 1,259.6

Total 3,110.5 205.5 (2.2) 3,313.8

Accumulated amortization

Brands and trademarks (113.1) (25.6) - (138.7)

Goodwill (277.6) (138.8) - (416.4)

Software (15.0) (6.1) - (21.1)

Development costs (14.5) (14.9) - (29.4)

Intangible rights (967.6) (92.3) 2.2 (1,057.7)

Total

(1,387.8) (277.7) 2.2 (1,663.3)

Impairments

Development costs (1.0) - - (1.0)

Intangible rights - (0.3) - (0.3)

Total (1.0) (0.3) - (1.3)

Net

Brands and trademarks 205.2 (25.6) - 179.6

Goodwill 1,110.6 (138.8) - 971.8

Software 9.2 (0.1) - 9.1


Intangible rights 256.1 (54.5) - 201.6

Total net intangible assets 1,721.7 (72.7) - 1,649.2



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Balances and movements of the items included under the ‘Intangible assets’ caption, for the year 2017,

were as follows:

The main intangible asset included under the ‘Brands and Trademarks’ caption is the ‘Amadeus’ brand. As

it is explained in Note 4.1, since January 1, 2016, the Company began to amortise the brands applying the

straight-line method over a period of 10 years.

31/12/2016 Additions Disposals 31/12/2017

Cost

Brands and trademarks 318.3 - - 318.3

Goodwill 1,388.2 - - 1,388.2

Software 14.8 9.4 - 24.2


Intangible rights 1,728.7 23.0 (528.0) 1,223.7

Total 3,524.1 114.4 (528.0) 3,110.5


Brands and trademarks (87.4) (25.7) - (113.1)

Goodwill (138.8) (138.8) - (277.6)

Software (9.6) (5.4) - (15.0)

Development costs (6.7) (7.8) - (14.5)

Intangible rights (1,405.3) (89.7) 528.0 (967.0)

Total (1,647.8) (267.4) 528.0 (1,387.2)

Impairments

Development costs - (0.7) - (0.7)

Intangible rights (0.1) (0.8) - (0.9)

Total (0.1) (1.5) - (1.6)

Net

Brands and trademarks 230.9 (25.7) - 205.2

Goodwill 1,249.4 (138.8) - 1,110.6

Software 5.2 4.0 - 9.2


Intangible rights 323.3 (67.5) - 255.8

Total net intangible assets 1,876.2 (154.5) - 1,721.7



Page 21

Among others the Company has analysed the following relevant factors when determining the useful life

of the ‘Amadeus’ brand:

There are no expectations of the ‘Amadeus’ brand to be abandoned.

There is certain stability within the distribution industry since it is composed of few players worldwide

and Amadeus has a solid market position.

The brand is allocated for the purpose of impairment testing, based on ‘Amadeus’ organizational structure

and operations, to the cash-generating units that is expected to benefit from the brand. The net book value

of the brands per reportable segment is set forth in the table below:

Distribution IT solutions Total

Balance at 31/12/2016 203.2 27.7 230.9

Amortization (22.6) (3.1) (25.7)

Balance at 31/12/2017 180.6 24.6 205.2

Amortization (22.5) (3.1) (25.6)

Balance at 31/12/2018 158.1 21.5 179.6

This intangible asset does not generate cash inflows that are independent from other assets, and it is

therefore tested for impairment as part of the cash-generating units to which it is allocated. The key

assumptions used for the impairment tests as well as the methodology followed are described in Note 4.3

and in the goodwill impairment tests described below.

Under the ‘Intangible assets - Goodwill’ caption, the Company recognised the goodwill generated by the

merger dated in July 31, 2006 described in Note 2.5, related to the excess value registered by the Absorbing

company at equity value of the Absorbed company, once the values assigned to the identified assets had

been deducted. As it is explained in Note 4.1, since January 1, 2016, the Company began to amortise the

goodwill applying the straight-line method over a period of 10 years.

The goodwill is allocated for the purpose of impairment testing, based on ‘Amadeus’ organizational

structure and operations, to the cash-generating units that are expected to benefit from the goodwill. The

net book value of the goodwill per reportable segment is set forth in the table below:

Distribution IT solutions Total

Balance at 31/12/2016 1,174.4 75.0 1,249.4

Amortization (130.5) (8.3) (138.8)

Balance at 31/12/2017 1,043.9 66.7 1,110.6

Amortization (130.5) (8.3) (138.8)

Balance at 31/12/2018 913.4 58.4 971.8



Page 22

The Company tests the net book value of the goodwill for impairment annually or more frequently if there

is any indicator that suggests that the net book value of the goodwill might be impaired. The goodwill is

tested for impairment together with the assets that can be reasonably allocated to the cash-generating

unit to which the goodwill has been allocated to.

During the year 2018, neither the composition of these cash-generating units, nor the impairment testing

exercise, has been modified.

Those assets include intangible assets with indefinite useful life, such as the ‘Amadeus’ brand, to the extent

that they do not generate cash inflows that are separate from those of the cash-generating unit to which

they have been allocated. The corporate assets that the Company operates are also taken into

consideration when testing for impairment the cash-generating units.

Whenever the net book value of an asset exceeds its recoverable value, an impairment loss is recognised.

This implies reducing the net book value of the asset to its recoverable amount, with the corresponding

charge to the income statement in the ‘Impairment and gains/(losses) on disposal of non-current assets’

caption.

The goodwill recoverable amounts of the distribution and IT solutions cash-generating units is established

from the fair value, which is calculated discounting future cash flows. In order to determine the fair value

of each cash-generating unit, the following steps are followed:

For the purpose of the impairment test exercise, specific forecasts are developed for each cash-

generating unit, which imply performing a cost allocation exercise for some concepts. These forecasts are

developed from the available financial budgets and financial projections approved by the Management.

The forecast developed for each cash-generating unit takes into account the Company’s market position,

the market environment and the market growth forecast.

Cash-flow forecast based on the above and discount rates are calculated after tax.

The present value of estimated future cash flows is obtained using an after tax discount rate which takes

into account the appropriate risk adjustments factors.

Regarding the 2018 impairment test exercise, the forecasts considered have been based on the Company’s

2018-2021 Long Term Plan (LTP). Unallocated costs have been allocated between the two cash-generating

units (distribution and IT solutions) and additional forecasts have been developed for 2022-2023. These

internal forecasts are based on external assumptions such as Growth Domestic Product published by the

International Monetary Fund or air traffic growth published by IATA, among others. The Company uses past

experience average contribution margin for the estimation of the Company’s internal forecasts.

For both cash-generating units, the forecasted revenues compound annual growth rate (CAGR) used for

the impairment exercise, which did not result in impairment in any case, are set forth in the table below:



Page 23

31/12/2018 31/12/2017

2018 – 2023 period 2017 - 2022 period

Base case 5.29% - 8.32% 4.07% - 9.21%

Optimistic case 6.29% - 9.32% 5.07% - 10.21%

Pessimistic case 4.29% - 7.32% 3.07% - 8.21%

Management considers that any reasonable deterioration of the key assumptions considered, which are

the bases to calculate the value in use, would not result in the recoverable amount being lower than the

respective unit’s net book value amount.

For both cash-generating units, distribution and IT solutions, the value in use exceeds the net book value

of goodwill and assets allocated to the cash-generating unit in all scenarios of the sensitivity analysis

performed. Considering for the years 2018 and 2017 a growth rate to perpetuity in the range between

(1.0)% and 2.5%, and with a discount rate of 7.59%, with different scenarios that go from 6.5% to 9.5%, in

line with market consensus, and not resulting in any case of impairment.

The Company has carried out a review of the recoverable amount of the significant intangible assets,

resulting an impairment in the years 2018 and 2017 amounting to €0.6 million and €1.5 million,

respectively.

During 2018, the Company has written off intangible rights for a total amount of €2.2 million whose net

book value was nil and they were not expected to generate future economic profits.

At December 31, 2018 and 2017, there are fully amortised assets and still in use, amounting to €94.8 million

and €80.7 million, respectively. Likewise, at December 31, 2018 and 2017 there are no significant intangible

assets outside Spain.



Page 24

7. TANGIBLE ASSETS

Balances and movements of the items included under the ‘Tangible assets’ caption, for year 2018, are as

follows:

31/12/2017 Additions Disposals Valuation 31/12/2018

Cost

Furniture and office equipment 1.5 0.1 (0.1) - 1.5

Other tangible fixed assets 14.7 1.9 (0.8) 0.1 15.9

Total 16.2 2.0 (0.9) 0.1 17.4


Furniture and office equipment (0.6) (0.1) 0.1 - (0.6)

Other tangible fixed assets (8.8) (1.7) 0.5 - (10.0)

Total (9.4) (1.8) 0.6 - (10.6)

Net

Furniture and office equipment 0.9 - - - 0.9

Other tangible fixed assets 5.9 0.2 (0.3) 0.1 5.9

Total net tangible asset 6.8 0.2 (0.3) 0.1 6.8

Balances and movements of the items included under the ‘Tangible assets’ caption, for year 2017, were as

follows:

31/12/2016 Additions Valuation 31/12/2017

Cost

Furniture and office equipment 1.2 0.4 (0.1) 1.5

Other tangible fixed assets 12.9 1.9 (0.1) 14.7

Total 14.1 2.3 (0.2) 16.2


Furniture and office equipment (0.5) (0.1) - (0.6)

Other tangible fixed assets (7.3) (1.5) - (8.8)

Total (7.8) (1.6) - (9.4)

Net

Furniture and office equipment 0.7 0.3 (0.1) 0.9

Other tangible fixed assets 5.6 0.4 (0.1) 5.9

Total net tangible asset 6.3 0.7 (0.2) 6.8



Page 25

At December 31, 2018 and 2017 there are fully amortised assets and still in use, amounting to €5.5 million

and €3.8 million, respectively. Likewise, at December 31, 2018 and 2017, total tangible assets outside Spain

amounts to €2.5 million and €1.8 million, respectively, with an accumulated amortization of €1.4 million

and €1.1 million, respectively.

8. LEASES 8.1 Financial lease

The Company has entered into several finance lease contracts, mainly hardware equipment, through which

it uses the assets and it has contracted the obligations detailed below. The contracts in force do not take

into account the impact of common expenses, increases by CPI nor future updates of rents contractually

agreed.

The fees paid during 2018 and 2017 corresponding to these contracts amounts to €0.6 million and €0.6

million, respectively. At December 31, 2018 and 2017, the financial lease fees, in accordance with the

contracts in force, are the following:

Year 2018 Year 2017

Gross Fair Value Gross Fair Value

2018 - - 0.5 0.5

2019 0.6 0.6 0.4 0.4

2020 0.4 0.4 0.3 0.3

2021 0.3 0.3 0.1 0.1

2022 0.1 0.1 - -

Total 1.4 1.4 1.3 1.3

8.2 Operating lease The Company has entered into some operating lease contracts, mainly corresponding to its facilities in the Madrid offices. At December 31, 2018 and 2017, the operating lease fees, in accordance with the contracts in force, are the following:

Year 2018 Year 2017

Less than a year 3.9 3.5

Between one and five years 14.3 13.4

More than five years 24.3 25.6

Total 42.5 42.5



Page 26

9. FINANCIAL INVESTMENTS 9.1 Financial investments

The detail of the items included under the ‘Financial investments’ caption at December 31, 2018, is as

follows:

Available for sale financial assets

Hedge Loans and accounts

receivable Total

Non- Current

Non- current

Current Non-

current current

Equity instruments 10.9 - - - - 10.9

Derivatives (Note 11) - 7.5 1.5 - - 9.0

Other financial assets - - - 0.2 65.0 65.2

Total 10.9 7.5 1.5 0.2 65.0 85.1

Under the ‘Loans and accounts receivable – Non-Current’ caption, as of December 31, 2018 it is included

the amount voluntary deposited by the Company regarding the litigation described in Note 16.5.

The detail of the items included under the ‘Financial investments’ caption at December 31, 2017, was as

follows:

Available for sale financial assets

Hedge Loans and accounts

receivable Total

Non- Current

Non- current

Current Non-

current current

Equity instruments 8.2 - - - - 8.2

Derivatives (Note 11) - 17.7 8.7 - - 26.4

Other financial assets - - - 0.3 66.2 66.5

Total 8.2 17.7 8.7 0.3 66.2 101.1

The variations of the assets included under the ‘Available-for-sale financial assets’ caption during the years

2018 and 2017, are as follows:

Valued at cost

Investments with a shareholding less of 20%

Certificates of deposits

Total

Balance at 31/12/2016 3.7 3.9 7.6

Additions 1.4 - 1.4

Disposals (0.8) - (0.8)

Balance at 31/12/2017 4.3 3.9 8.2

Additions 2.7 - 2.7

Disposals - - -

Balance at 31/12/2018 7.0 3.9 10.9



Page 27

At December 31, 2018 and 2017, included under the ‘Available-for-sale financial assets’ caption, the

Company held 3,579,518 certificates of deposit in SITA Inc N.V., as issued by Stichting, ‘SITA Information

Networking Computing Foundation,’ and representing 3,579,518 shares in SITA Inc. N.V., amounting to

€3.9 million. During the year 2018, the Company has acquired investments with a shareholding of less than

20% in different companies, amounting to €2.7 million.

The breakdown by due date of the assets under the ‘Loans and accounts receivable’ caption, at December

31, 2018, is as follows:

2019 2020 2021 2022

2023 and

subsequents

years

Total

Loans and accounts receivable 0.2 48.9 1.8 1.5 12.8 65.2

Total 0.2 48.9 1.8 1.5 12.8 65.2

The assets included under the caption ‘Loans and accounts receivable’ have not suffered any impairment

during the year 2018.

9.2 Financial investments in Group companies and joint ventures

The Group companies and joint ventures’ shares do not quote on the stock market.

On January 1, 2018, the companies Amadeus North America Inc. and Amadeus Revenue Integrity were

merged. The resulting company was named Amadeus North America Inc.

On January 5, 2018, the Company acquired 49% of the share capital of de NMC d.o.o. Skopje, obtaining

100% of shareholding of its social capital. Its main activity consists of marketing, sale and distribution of all

products and information technology of Amadeus serving the travel and tourism industry, on the

Macedonian market. The total consideration paid for this entity is €0.2million.

On March 22, 2018, the Company acquired 70.12% of the share capital of Hiberus Travel IO Solutions, S.L,

obtaining 95% of shareholding of its social capital. Its main activity consists of developing and

commercializing computer systems, applications and IT solutions to the travel industry. The total

consideration paid for this entity is €8.5 million.

On October 4, 2018, the Company acquired, through its subsidiary Amadeus Americas, Inc., 100% of the

share capital of TravelClick, Inc., composed by a group of companies, by an amount of €1,336.2 million. Its

main activity consists of providing global solutions to the hospitality industry.

On October 24, 2018, the Company acquired, through its subsidiary Amadeus Soluciones Tecnológicas, S.A.,

Sociedad Unipersonal, 70% of the share capital of Argo IT Tecnologia S.A. Its main activity consists of

providing computer consulting activities. The total consideration paid for this entity is €8.5 million.

On November 1, 2018, with retroactive effective since January 1, 2018, the companies Amadeus France,

S.A. and Gestour S.A.S. were merged. The resulting company was named Amadeus France, S.A.



Page 28

On November 15, 2018, the company CRS Amadeus America S.A., in which the Company owned a share

capital of 100%, was liquidated. The investment in this company amounted to €0.8 million. This operation

has not had significant impact for the Company.

At December 31, 2018 and 2017, the Company performed an analysis of all the investments in the equity

of Group companies and joint ventures in order to ascertain whether the recoverable amount of such

investments is higher than the book value. For those investments where the fair value is below the net

carrying amount, an impairment has been made in order to adjust the book value to its recoverable value.

To calculate the recoverable value of the Group companies and joint ventures, the Company has applied

the following criteria as of December 31, 2018 and 2017:

For the year ended on December 31, 2018, an approach based on multiples was applied:

Valuation multiples are derived from the cash generating units where each company is assigned.

In the cases where the net contribution is negative or the valuation obtained applying multiples is lower

than the net book value, detailed forecasts are developed and discounted cash flow valuation is performed

for such company.

For the year ended December on 31, 2017, the following methods were applied:

a) For the main Companies, a detailed discounted cash flow analysis was performed, based in detailed

forecasts developed for each of them.

b) A multiple-based valuation was performed for all the other companies:

Valuation multiples are derived from the separate valuation of the company taken as reference and

then are applied to the other companies.

In the cases where the value obtained for each company does not exceed 10% of the carrying amount,

or if any contingency is detected, detailed forecasts are developed and discounted cash flow valuation is

performed for such company.

At December 31, 2018, the Company registered accumulated value adjustments for impairment in

investments in Group companies and joint ventures, amounting to €23.9 million.



Page 29

The main information related to the investments in the Group companies and joint ventures at December 31, 2018, is as follows:

% Shareholding

Share Capital

Net profit/ (loss) for the year

Rest of the equity

Total equity Dividends received

Book value

Direct Indirect Cost Reversal of

impairment for the year

Accumulated impairment

Group companies Amadeus Airport IT GmbH 100% - - 0.6 1.6 2.2 - 4.7 - - Amadeus Albania sh.p.k 100% - - - 0.3 0.3 - 0.2 - - Amadeus América S.A. 95% 5% - 0.5 0.5 1.0 - 0.4 - - Amadeus Americas, Inc. 100% - 30.7 35.9 832.3 898.9 - 793.2 22.8 - Amadeus Argentina S.A. 95.50% - 2.6 (1.2) (2.1) (0.7) - 10.7 - - Amadeus Asia Limited 100% - 1.0 3.4 15.7 20.1 - 1.0 - - Amadeus Austria Marketing GmbH 100% - 2.8 0.6 0.9 4.3 - 3.0 - - Amadeus Benelux N.V. 100% - 0.1 1.7 5.8 7.6 - 2.1 - - Amadeus Bilgi Teknolojisi Hizmetleri A.Ş.

100% - - 0.1 9.0 9.1 - 9.6 - -

Amadeus Bolivia S.R.L 100% - 0.2 0.1 0.2 0.5 - 0.3 - - Amadeus Bosna d.o.o. za marketing Sarajevo

100% - - 0.1 0.7 0.8 - 0.3 - -

Amadeus Brasil Ltda. 83.51% - 16.9 (0.2) (17.9) (1.2) - 18.6 - (18.6)



Page 30

% Shareholding

Share Capital


Rest of the equity


Book value




Amadeus Bulgaria EOOD 55.01% - 0.1 0.1 0.1 0.3 0.1 0.4 - - Amadeus Capital Markets, S.A., Sociedad Unipersonal

100% - 0.3 - - 0.3 - 0.2 - -

Amadeus Central and West Africa S.A.

100% - 1.6 (0.1) (0.4) 1.1 - 2.4 - -

Amadeus Content Sourcing S.A., Sociedad Unipersonal

100% - 1.0 0.1 (0.3) 0.8 - 1.0 - -

Amadeus Corporate Business, AG 100% - 0.1 (2.5) (24.2) (26.6) - 0.1 - - Amadeus Customer Center Americas S.A.

100% - 0.3 0.1 0.7 1.1 - 0.3 - -

Amadeus Czech Republic and Slovakia s.r.o.

100% - - (0.1) 1.5 1.4 0.2 0.6 - -

Amadeus Eesti AS 100% - - (0.2) 0.3 0.1 - 1.1 - - Amadeus Finance B.V. 100% - 2.0 0.3 0.2 2.5 1.5 2.0 - - Amadeus France, S.A. 100% - 0.1 3.8 0.3 4.2 3.1 135.0 - - Amadeus GDS LLP 100% - 0.1 (0.3) (1.1) (1.3) - 0.2 - - Amadeus GDS (Malaysia) Sdn. Bhd. 100% - 0.2 0.1 1.1 1.4 - 0.2 - - Amadeus GDS Singapore Pte. Ltd. 100% - 0.2 3.0 5.0 8.2 - 0.2 - - Amadeus Germany GmbH 100% - 9.3 4.2 71.4 84.9 9.4 198.2 - -



Page 31

% Shareholding

Share Capital


Rest of the equity


Book value




AMADEUSGLOBAL Ecuador S.A. 100% - 0.2 - 0.2 0.4 - - - - Amadeus Global Travel Distribution Ltd.

100% - 0.6 (0.1) 2.5 3.0 - 0.7 - -

Amadeus Global Travel Israel Ltd. 100% - 2.4 0.2 1.1 3.7 - 1.9 - - Amadeus GTD (Malta) Limited 100% - 0.1 - 0.1 0.2 - 0.1 - - Amadeus GTD Southern Africa Pty. Ltd.

100% - 0.6 0.8 2.2 3.6 - 0.6 - -

Amadeus Hellas, S.A. 100% - 12.1 0.2 (0.9) 11.4 - 13.1 - - Amadeus Hong Kong Ltd. 100% - 0.5 0.3 2.7 3.5 - 0.5 - - Amadeus Hospitality Netherlands B.V.

100% - - (2.8) (0.4) (3.2) - 50.2 - -

Amadeus Information Technology LLC

100% - 0.3 0.6 1.8 2.7 - 0.6 - -

Amadeus Integrated Solutions Pty Ltd.

100% - 0.2 - 0.3 0.5 - 0.4 - -

Amadeus IT Group Colombia S.A.S. 100% - 0.3 0.6 1.5 2.4 0.7 2.6 - - Amadeus IT Pacific Pty. Ltd. 100% - 30.0 6.0 11.7 47.7 - 18.8 - - Amadeus IT Services UK Limited 100% - 1.5 6.7 1.7 9.9 - 5.5 - - Amadeus Italia S.p.A. 100% - 2.0 1.7 0.1 3.8 1.0 3.7 - -



Page 32

% Shareholding

Share Capital


Rest of the equity


Book value




Amadeus Japan K.K. 100% - 2.7 0.3 2.1 5.1 - 2.5 - - Amadeus Korea, Ltd. 100% - 0.1 0.2 0.8 1.1 - 0.1 - - Amadeus Lebanon S.A.R.L. 100% - 0.1 - 0.2 0.3 - 0.1 - - Amadeus Magyaroszag Kft 100% - - 0.1 0.6 0.7 - 0.5 - - Amadeus Marketing (Ghana) Ltd. 100% - - 0.1 (0.4) (0.3) - 0.3 - - Amadeus Marketing Ireland Ltd. 100% - 0.4 - 0.2 0.6 - 0.4 - - Amadeus Marketing Nigeria Ltd. 100% - 0.3 0.4 (0.6) 0.1 - 0.6 - - Amadeus Marketing Phils Inc. 100% - 2.2 (0.3) 1.5 3.4 - 1.9 - - Amadeus Marketing Romania S.R.L. 100% - 0.4 0.1 0.6 1.1 - 0.5 - - Amadeus Marketing (Schweiz) A.G. 100% - 0.1 0.3 0.6 1.0 0.6 0.1 - - Amadeus México, S.A. de C.V. 98% 2% - 0.1 2.1 2.1 - 3.6 - - Amadeus Paraguay S.R.L. 100% - - - 0.4 0.4 - 0.1 - - - - Amadeus Perú, S.A. 100% - 5.4 (0.4) (1.6) 3.4 - 7.2 - - Amadeus Polska Sp. z o.o. 100% - 5.6 0.7 (3.4) 2.9 - 5.5 - - Amadeus Rezervasyon Dağıtım Sistemleri A.Ş.

100% - 0.2 0.1 0.4 0.7 - 2.1 - -

Amadeus S.A.S. 100% - 23.0 321.5 975.2 1.319.7 298.3 7.7 - -



Page 33

% Shareholding

Share Capital


Rest of the equity


Book value




Amadeus Scandinavia AB 100% - 2.2 2.5 56.7 61.4 3.1 132.6 - - Amadeus Services Ltd. 100% - 0.1 - 0.1 0.2 5.4 0.1 - - Amadeus Slovenija, d.o.o. 100% - 0.3 - 0.8 1.1 - 0.8 - - Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal

100% - 0.3 5.9 0.3 6.5 5.2 102.1 - -

Amadeus Taiwan Co. Ltd. 100% - 0.4 0.2 0.8 1.4 - 0.3 - - Amadeus Travel IMS, S.L. 95% 1.2 - 2.7 3.9 - 10.5 - - Amadeus Verwaltungs GmbH 100% - - 109.4 (40.6) 68.8 - 217.2 - - Amadeus Yemen Limited 100% - - - 0.2 0.2 - - - - Content Hellas Electronic Tourism Services S.A.

100% - 0.4 - (0.3) 0.1 - 0.4 - (0.4)

Enterprise Amadeus Ukraine 100% - 0.5 1.0 1.5 3.0 - 0.5 - - Navitaire LLC 100% - - 73.4 502.6 576.0 - 760.4 - - Navitaire Philippines Inc. 100% - 2.3 0.8 0.9 4.0 - 2.7 - - NMC d.o.o. Skopje 100% - - - 0.1 0.1 - 0.2 - - PT Amadeus Technology Indonesia 99% 1% 1.3 - 0.1 1.4 - 1.6 - - Pyton Communication Services B.V. 100% - - (1.2) (0.2) (1.4) - 8.5 - - SIA Amadeus Latvija 100% - - 1.2 0.8 2.0 0.8 0.9 - -



Page 34

% Shareholding

Share Capital


Rest of the equity


Book value




Sistemas de Distribución Amadeus Chile, S.A.

100% - 0.5 0.1 1.3 1.9 - 1.1 - -

Sistemas de Reservaciones CRS de Venezuela, C.A.

100% - - 6.4 0.1 6.5 - 0.9 - -

Traveltainment GmbH 100% - 0.1 4.7 12.4 17.2 - 61.8 - - UAB Amadeus Lietuva 100% - - 0.2 (0.1) 0.1 0.3 1.3 - - UFIS Airport Solutions AS 100% - 1.9 - 12.0 13.9 - 18.8 - (4.9)

329.7 2,640.5 22.8 (23.9)

Join ventures and associates Amadeus Algerie S.A.R.L. 40% - 0.1 - 2.9 3.0 - 0.1 - - Amadeus Egypt Computerized Reservation Services S.A.E.

100% - 0.1 - 0.1 0.2 0.5 0.3 - -

Amadeus Gulf L.L.C. 49% - 0.2 0.4 1.6 2.2 2.0 0.1 - - Amadeus Libya Technical Services JV 25% - 0.6 0.1 0.5 1.2 - 0.1 - - Amadeus Maroc S.A.S. 30% - 0.7 - 0.6 1.3 - 0.2 - - Amadeus Qatar W.L.L. 40% - 0.3 0.6 2.8 3.7 - 0.1 - - Amadeus Saudi Arabia Limited 95% 5% 0.5 1.4 6.3 8.2 - 0.4 - - Amadeus Sudani co. Ltd. 40% - - 0.1 - 0.1 0.2 0.1 - -



Page 35

% Shareholding

Share Capital


Rest of the equity


Book value




Amadeus Syria Limited Liability 100% - - - 0.2 0.2 - 0.2 - - Amadeus Tunisie S.A. 30% - 0.2 4.7 0.2 5.1 1.7 0.1 - - Jordanian National Touristic Marketing Private Shareholding Company

50% - 0.4 0.3 - 0.7 0.2 0.2 - -

4.6 1.9 - -

334.3 2,642.4 22.8 (23.9)



Page 36

10. TRADE ACCOUNTS RECEIVABLE AND PAYABLE

10.1 Doubtful debt provision, factoring and cancellation reserve

At December 31, 2018 and 2017, the Company has registered a value adjustment for possible impairment

in accounts receivable from customers based on the risk involved in these receivables, amounting to €72.4

million and €51.5 million respectively.

As for credit risk, there is no significant concentration of this kind of risk related to customers.

Among other factors, the above mentioned credit risk is mitigated by the fact that most of the customers’

accounts receivables and payables are settled through the clearing houses operated by International Air

Transport Association (IATA) and Airlines Clearing House, Inc. (ACH). These two settlement systems ensure

that cash inflows from customers will be settled at a certain fixed date, as well as credit risk is partially

mitigated due to the fact that the members of the clearing houses are required to make deposits that would

be used in the event of default.

The Company has several agreements signed with financial institutions to carry out non-recourse factoring

transactions over a part of the accounts receivable resulting from its business. At December 31, 2018 and

2017, the Company has transferred €20.0 and €35.0 million respectively to financial institutions under

these agreements.

At December 31, 2018 and 2017, the Company has registered a provision against accounts receivable, for

future estimated cancellations of airline bookings, amounting to €41.8 million and €37.0 million

respectively. Likewise, at December 31, 2018 and 2017, the Company has registered a provision reducing

the accounts payable for distribution costs associated with cancellations, amounting to €19.4 million and

€16.9 million, respectively.

10.2 Information regarding the average payment term to trade payables

The information required by the Additional Third Clause according to Law 15/2010, dated on July, 5

(modified by the final Second Clause according to Law 31/2014, dated on December 3) prepared according

to the Resolution of the Accounting and Auditing Institute in Spain (ICAC) dated on January 29, 2016,

regarding the information to be included within the notes to the annual accounts in relation to the average

payment term to trade payables, is as follows:



Page 37

Year 2018 Year 2017

Days Days

Average payment term to trade payables 23 31

Ratio of operations paid 23 32

Ratio of outstanding payments 24 18

Millions of euros Millions of euros

Total payments 1,347 1,216

Total outstanding payments 137 76

According to the same aforementioned Resolution, trade operations with suppliers of goods and services

received since the initial date of the Law 31/2014, December 3, have been taken into consideration to

calculate the average payment term to trade payables.

With the aim of presenting the information required by this Resolution it has been considered as accounts

payable, those which by nature are trade payables with suppliers of goods and services and, therefore, are

included under the ‘Trade payables’ caption in the current liabilities in the balance sheet and excluding

trade payables with Group companies.

11. DERIVATIVE FINANCIAL INSTRUMENTS

The balances of derivatives financial instruments at December 31, 2018 and 2017, are as follows:

Type of derivative

31/12/2018 31/12/2017

Financial assets Financial liabilities Financial assets Financial liabilities

Current Non-

current Current

Non-current

Current Non-

current Current

Non-current

Exchange rate (11.1) 7.5 1.5 (19.3) (14.5) 17.7 8.7 (7.2) (1.1)

Total 7.5 1.5 (19.3) (14.5) 17.7 8.7 (7.2) (1.1)



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11.1 Exchange rate derivatives The detail of the open foreign currency contracts held by the Company with financial institutions at December 31, 2018, is as follows: Financial assets

Fair value

Type Financial

instrument Currency Maturity Notional

Income statement

Equity Total

Cash flow

Forward

USD < 1 year 99.4 (2.0) 4.3 2.3

> 1 year 97.8 (0.5) 1.7 1.2

Other non USD

< 1 year 46.5 0.2 0.6 0.8

> 1 year 25.8 - 0.3 0.3

Fair value

Forward

USD < 1 year 662.6 2.9 - 2.9

Other non USD

< 1 year 25.6 1.5 - 1.5

Total 2.1 6.9 9.0

Total non-current (0.5) 2.0 1.5

Total current 2.6 4.9 7.5

Financial liabilities

Fair value

Type Financial


Income statement

Equity Total

Cash flow

Forward

USD < 1 year 214.8 6.2 7.7 13.9

> 1 year 181.7 3.2 10.5 13.7

Other non USD

< 1 year 97.3 0.6 3.2 3.8

> 1 year 71.2 - 0.8 0.8

Fair value

Forward Other

non USD < 1 year 34.3 1.6 - 1.6

Total 11.6 22.2 33.8

Total non-current 3.2 11.3 14.5




Page 39

The detail of the open foreign currency contracts held by the Company with financial institutions at December 31, 2017, was as follows: Financial assets

Fair value

Type Financial


Income statement

Equity Total

Cash flow

Forward

USD < 1 year 351.4 (0.8) 15.8 15.0

> 1 year 146.8 (2.1) 9.6 7.5

Other non USD

< 1 year 38.8 0.5 1.7 2.2

> 1 year 64.3 - 1.2 1.2

Fair value

Forward Other

non USD < 1 year 16.0 0.5 - 0.5

Total (1.9) 28.3 26.4

Total non-current (2.1) 10.8 8.7



Fair value

Type Financial


Income statement

Equity Total

Cash flow

Forward Other

non USD

< 1 year 100.4 1.4 5.8 7.2

> 1 year 57.0 - 1.1 1.1

Fair Value

Forward Other

non USD < 1 year 2.0 - - -

Total 1.4 6.9 8.3

Total non-current - 1.1 1.1


11.2 Interest rate derivatives

At December 31, 2015, the Absorbed Company had an interest rate derivative suscribed with the purpose

of hedging the risk of an increase in the interest rates of the debt that was contracted during 2016 as part

of the refinancing of the Eurobond issued by the Group company Amadeus Capital Markets, S.A., Sociedad

Unipersonal, with an amount of €750 million and due date in July 2016, which funds were fully transferred

to the Company.



Page 40

The notional amount of this interest rate derivative was €300 million and is being reduced according to the

future debt amortization schedule.

On March 10, 2016, the Company cancelled this interest rate swap (IRS) contract and discontinued the

hedging relationship for a total amount of €16.1 million, which was recognized temporarily in the equity

and is charged to the income statement according to the hedged debt amortization schedule. The amount

charged during the years 2018 and 2017 in the income statement has been €3.7 million, and €3.9 million,

respectively.

The calendar of the realized impacts in the income statement of the remaining discontinued hedge

instrument, is as follows:

12. EQUITY AND SHAREHOLDERS’ EQUITY

At December 31, 2018 and 2017, the Company’s share capital amounts to €4.4 million respectively, as

represented by 438,822,506 ordinary shares with a nominal value of €0.01 per share, all of them of one

single class, totally subscribed and paid.

The Company’s shares are traded on the Spanish electronic trading system (‘Continuous Market’) on the

four Spanish Stock Exchanges (Madrid, Barcelona, Bilbao and Valencia) and form part of the IBEX 35 index

[AMS]. The Company’s shares are also part of the Euro Stoxx 50 since September 2018.

At December 31, 2018 and 2017, the Company’s shares are distributed as follows:

Shareholder

31/12/2018 31/12/2017

Shares Voting rights

Shares Voting rights

Free float (1) 430,179,933 98.03 % 437,296,273 99.65% Treasury shares (2) 8,214,289 1.87 % 1,069,252 0.24% Board of Directors (3) 428,284 0.10 % 456,981 0.11%

Total 438,822,506 100.00 % 438,822,506 100.00%

(1) Includes shareholders with significant equity stake on December 31, 2018 and 2017 reported to the National Commission of the Stock Exchange CNMV.

(2) Voting rights remain ineffective given they are treasury shares. (3) It does not include voting rights that could be acquired through financial instruments.

2019 2020 2021 Total

3.0 2.5 1.0 6.5



Page 41

12.1 Legal reserve According to the Spanish Capital Companies Act, 10% of the annual profit has to be transferred to a legal

reserve until this reserve reaches no less than 20% of the share capital. The legal reserve can be used to

increase the share capital of the Company, but the value remaining in the reserve must not be lower than

10% of the increased capital. Except for the aforementioned purpose, and as long as it does not exceed

20% of the share capital, this reserve will only be used to offset losses, provided that no other reserves are

available for this purpose.

At December 31, 2018 and 2017, the legal reserve is fully established, amounting to €0.9 million.

12.2 Goodwill reserve

Until January 1, 2016, when the Law 22/2015, on July 20, of Accounts Auditing, was approved, every year’s

appropriation of results must include an addition to an unavailable reserve, as a result of the goodwill

shown in the assets on the balance sheet. Therefore, a portion of the profit, equivalent to no less than 5%

of the goodwill amount, was allocated for this purpose. In the event of lack of profit, or if the profit were

insufficient, free distributable reserves could be applied.

Additionally, the Final Clause 13 of the law 22/2015, establishes that for the periods beginning on January

1, 2016, the goodwill reserve will be reclassified as a voluntary reserve of the Company and will be

distributable in the amount that surpasses the value accounted for goodwill in the balance sheet. As of

December 31, 2018 and 2017, the company has not yet reclassified any amount of the goodwill reserve to

the other reserves.

On December 31, 2018 and 2017, the goodwill reserve registered by the Company amounts to €555.4

million.

12.3 Dividends distribution

The Company’s dividend policy is to reach a dividend pay-out up to a range of 40% to 50% of the

consolidated net profit of the year (excluding extraordinary impacts). The amount of dividends the

Company decides to pay, if any, and the future dividend policy will however depend on a number of factors,

including earnings, financial conditions, debt service obligations, cash requirements, prospects or market

conditions. The amount of dividends is proposed by the Board of Directors and determined by the

shareholders at General Shareholders' Meeting.

The Company is able to distribute dividends whenever the amount of the reserves is greater than the net

book value of the research and development costs registered in the asset caption of the balance sheet.

On June 21, 2018, the Ordinary General Shareholders’ Meeting of the Company approved the distribution

of a final dividend against 2017 profit for the year, amounting to €1.135 per share, out of which an interim

dividend of €0.48 per share with dividend rights was paid on January 31, 2018, for a total amount of €210.1

million. The total dividend amounts to €494.3 million.



Page 42

Additionally, on December 13, 2018, the Company’s Board of Directors proposed a fixed dividend

distribution of 2018 profit for the year of an equivalent 50% of the consolidated net profit, reaching the

maximum percentage of the dividend distribution policy. Consequently, an interim dividend distribution

was approved against 2018 profit for the year, amounting to €0.51 per share with dividend rights, effective

on January 17, 2019, for a total amount of €219.6 million, which has been registered in the ‘Other current

financial liabilities’ caption.

12.4 Treasury shares

Balances and movements during the years 2018 and 2017, are as follows:

Treasury shares Millions of euros

As of December 31, 2016 1,521,273 25.6

Disposals for exchange ratio – merger (4,583) (0.2)

Disposals (447,438) (6.9)

As of December 31, 2017 1,069,252 18.5

Outstanding share Buy-back programme - 500.0

Total 1,069,252 518.5

Additions 7,554,070 -

Disposals (408,137) (6.3)

Disposals for exchange ratio – merger (896) (0.1)

As of December 31, 2018 8,214,289 512.1

On December 14, 2017, the Board of Directors of the Company agreed on a Share buy-back programme

for the purchase of ordinary shares of the Company subject to a capped maximum amount of aggregate

total consideration of €1,000 million and a maximum of 25,000,000 shares, representing 5.69% of the share

capital of the Company. The programme was structured in a first non-cancellable tranche amounting €500

million, and a second tranche amounting €500 million, cancellable under Company judgement.

During the year 2018, the Company has acquired 7,554,070 shares under the aforementioned Share Buy-

back programme, by a total amount of €500 million (including transaction fees amounting to €2.8 million),

which was included in the ‘Other current financial liabilities’ caption as of December 31, 2018. The Share

Buy-back programme was terminated on December 6, 2018.

On October 11, 2018, the Board of Directors of the Company agreed the cancelation of the aforementioned

second tranche of the Share Buy-back programme.

During 2017, the Company acquired 4,583 shares to comply with the exchange ratio agreed in the merger

described in Note 2.5. During 2018, 896 shares have been exchanged, so, there still remain 75,750 shares

pending to be exchanged by the former minority shareholders of the Absorbed Company.



Page 43

In accordance with the legislation in force and the announcement of the exchange ratio, the shares of the

Absorbed Company not presented in the exchange before the deadline, will be substituted by shares of the

Absorbing Company and will be deposited for a three years period starting from the day of the deposit’s

constitution, all aforementioned complies with the exchange ratio foreseen in the article 117 of the Royal

Decree 1/2010, July 2, by which the wording of the Spanish Capital Companies Act is approved and should

act as proceeds.

Additionally, the Company has used the treasury shares portfolio held at December 31, 2017, to cover the

remuneration schemes consisting in the delivery of shares to employees and/or managers, and also the

other Group companies remuneration programs (Note 18.5). During 2018, the Company delivered 408,137

shares to cover the remuneration schemes aforementioned.

12.5 Other comprehensive income The balances and movements of the items included under the caption ‘Other comprehensive income’ for

the years 2018 and 2017, are as follows:

Available-for-sale financial

instruments

Cash flow hedge Cumulative translation

adjustments Total

Interest rate Exchange rate

Balance at 31/12/2016 0.1 (12.8) (11.3) 0.7 (23.3)

Valuation - 3.0 49.9 (0.7) 52.2

Valuation tax impact - (0.7) (12.5) - (13.2)

Transfers to income statement - 4.0 (13.3) - (9.3)

Transfers to income statement tax impact

- (1.0) 3.3 - 2.3

Balance at 31/12/2017 0.1 (7.5) 16.1 - 8.7

Valuation - - (40.7) 0.4 (40.3)

Valuation tax impact - - 10.2 - 10.2

Transfers to income statement - 3.7 3.7 - 7.4

Transfers to income statement tax impact

- (0.9) (0.9) - (1.8)

Balance at 31/12/2018 0.1 (4.7) (11.6) 0.4 (15.8)



Page 44

13. PROVISIONS

Balances and movements of the items included under the ‘Long-term provisions and Short-term provisions’

captions, for the years 2018 and 2017, are as follows:

Employees benefit

obligations Investments Claims and litigations

Total Long-term Long-term Short-term Long-term

Balance at 31/12/2016 0.1 0.6 3.3 115.8 119.8

Additions - - - 11.3 11.3

Disposals - - (0.8) (2.8) (3.6)

(0.2) - (8.2) 74.4 66.0 Balance at 31/12/2017 0.1 0.6 2.5 124.3 127.5

Additions 0.3 0.2 - 16.5 17.0

Disposals - - - (2.5) (2.5)

Balance at 31/12/2018 0.4 0.8 2.5 138.3 142.0

The caption ‘Employees benefit obligations’ includes different remuneration schemes granted to

employees by the Company.

The caption ‘Investments’ mainly includes restoration obligations of the office buildings under operating

leases where the Company carries out its operations.

The caption ‘Claims and litigations’ includes provisions to comply with offsetting and fiscal obligations for

operating in certain territories which at the year-end are undetermined regarding their amount and

settlement date (Note 16.5).



Page 45

14. FINANCIAL DEBT

The detail of the captions ‘Bonds and other securities’ and ‘Debts with financial institutions’ at December

31, 2018 and 2017, is as follows:

31/12/2018 31/12/2017

Long-term bonds 1,500.0 -

Amortization fees from bonds (7.7) -

Total bonds and other long term securities 1,492.3 -

Long-term debts with financial institutions 127.5 192.5

Deferred arrangement fees (2.4) (2.8)

Total long-term debts with financial institutions 125.1 189.7

Short term interest from bonds 3.5 -

Total bonds and other short term securities 3.5 -

Short-term debts with financial institutions 65.0 65.0

Deferred arrangement fees (0.1) (0.1)

Interest payable, financial institutions 0.8 1.0

Interest payable, other financial expenses 0.3 0.2

Total short-term debts with financial institutions 66.0 66.1

Total financial debt 1,686.9 255.8



Page 46

The breakdown of the debts with financial institutions at December 31, 2018 and 2017 is as follows:

31/12/18 31/12/17

Loans Issue price Maturity Interest rate Amount

used Interest rate

Amount used

Revolving loan 2015

Term A (1) April 2018 EURIBOR+0.55% - EURIBOR+0.55% -

Revolving Loan 2016

Revolving Loan (1) April 2018 EURIBOR+0.60% - EURIBOR+0.60% -

Bridge loan 2018

Bridge loan (2) September 2018 EURIBOR+0.35% - - -

Revolving loan 2018

Revolving loan 2018 April 2023 EURIBOR+0.40% - - -

European Investment Bank (EIB)

Tranche A 2012 May 2021 2.936% 62.5 2.936% 87.5

Tranche B 2012 May 2021 3.237% 25.0 3.237% 35.0

Tranche A 2013 May 2022 2.038% 105.0 2.038% 135.0

Total 192.5 257.5

Bond issuance

September 2018 100.0% March 2022 EURIBOR+0.45% 500.0 - -

99.898% September 2023 0.875% 500.0 - -

99.761% September 2026 1.5% 500.0 - -

Total 1,500.0 - -

Total 1,692.5 257.5

(1) On April 27th, 2018 term A from the 2015 Revolving Loan and the 2016 Revolving Loan were cancelled.

(2) On September 2018 the bridge was cancelled.

The agency Standard & Poor’s Credit Market Service Europe Limited determined the credit rating for the

three bond issuances at ‘BBB’. The agency Moody’s Investors Service España S.A., determined the credit

rating for these issuances at ‘Baa2’, with stable outlook. Both agencies maintain the Company credit rating

of ‘Investment Grade’.

At December 31, 2018 and 2017, including the loans with Group companies, approximately 71.2% and

77.8% respectively, of the Company’s outstanding debt is at fixed interest rate.

The Company is obliged to meet certain financial covenants, such as the ratio of total net debt to Group

EBITDA and the ratio of Group EBITDA to the total net payable interest. At December 31, 2018 and 2017,

the Company is in compliance with the aforementioned financial covenants.



Page 47

a) Revolving Loans Facilities

Revolving Loan Facility 2015

On March 5, 2015, the Company signed a revolving loan facility amounting to €1,000 million in a single

currency with two terms of €500 million each, with due date in March 2020 the Term A and in August 2017

the Term B. This facility was structured under a ‘club deal’ with several financial institutions with The Royal

Bank of Scotland PLC as agent.

No amount was used from Term B and it was fully cancelled on April 25, 2016. Term A, available for €500

million euros was used as working capital, was cancelled on April 27th, 2018.


On April 26, 2016, the Company signed a revolving loan facility for a total amount of €500 million, with a 5

year maturity date, extended for one additional year during the year 2017. This facility was structured

under a ‘club deal’ with several financial institutions with The Royal Bank of Scotland PLC as agent.

This revolving loan facility has been used as working capital and for other corporate purposes, and

substituted Term B of the Revolving Loan 2015. On July 14, 2016, the Company used an amount of €360

million of this revolving loan facility to repay the loan granted by the Group Company, Amadeus Capital

Markets, S.A., Sociedad Unipersonal. The Company repaid €260 million from the initial amount disposed

during the year 2016. On February 14, 2017 the Company repaid the remaining €100 million from the

amount disposed. This revolving loan facility was cancelled on April 27, 2018.


On April 27, 2018, the Company signed a revolving loan facility for a total amount of €1,000 million with a

5 year maturity, available for two more annual extensions at the end of its maturity date. This facility was

structured under a ‘club deal’ with several financial institutions with the National Westminster Bank PLC as

agent. This revolving loan facility is used as working capital and for other corporate purposes.

This revolving loan facility replaces the revolving loan facility of €1,000 million signed on March 5, 2015,

from which only term A was available for €500 million, and the revolving loan facility signed on April 26,

2016.

At December 31, 2018, there was no amount used from the revolving loan facility.

b) Bridge Loan

On August 8, 2018, the Company signed a bridge loan of €1,000 million euros with a 12 month maturity,

available for a six month extension. This facility was structured with several financial institutions with the

Crédit Agricole Corporate and Investment Bank, Sucursal en España as agent. The amount of the bridge

loan was used to partially finance the acquisition of Travelclick, Inc. on October 2018. On September 18th,

2018 this bridge loan was fully cancelled and no amount was used.



Page 48

c) European Investment Bank (EIB)

On May 14, 2012, the European Investment Bank (EIB) granted to the Company, with an unsecured senior

loan amounting to €200 million, with a 9 years maturity since May 24, 2012.

The principal from this loan was used to finance the Research & Development investment activities for a

variety of projects in the IT solutions area between 2012 and 2014.

This loan from the EIB has two tranches; a first tranche with a notional value of €150 million with

repayments every six months starting in 2015 and a second tranche with a notional value of €50 million

with repayments every six months starting in 2016. During the year 2018, €25 million have been repaid of

the first tranche and €10 million of the second tranche.

On April 29, 2013, the European Investment Bank (EIB) granted the Company with a second unsecured

senior loan amounting to €150 million, with a 9 years maturity since May 17, 2013.

The principal from this loan was used to finance the Research & Development investment activities for a

variety of projects in the Distribution area between 2013 and 2015.

This second loan from the EIB has a single tranche with a notional value of €150 million with repayments

every six months starting in 2017. During the year 2018, €30 million have been repaid of this loan.

The breakdown by due date of the debt with the European Investment Bank at December 31, 2018, is as

follows:

Loans 2019 2020 2021 2022 Total

Tranche A 2012 25.0 25.0 12.5 - 62.5

Tranche B 2012 10.0 10.0 5.0 - 25.0

Tranche A 2013 30.0 30.0 30.0 15.0 105.0

Total 65.0 65.0 47.5 15.0 192.5

d) Bonds and other securities

On September 6, 2018, the Company issued three bonds for a total amount of €1,500 million euros, under

the debt instruments issuance program, the ‘Euro Medium Term Note Program’ signed up by the Group

company Amadeus Finance B.V in 2014, which the Company has joined in 2017.

The first issuance of €500 million with a 3.5 years maturity does not have an annual coupon rate. The

second issuance of €500 million with a 5 year maturity, has an annual coupon rate of 0.875% and an issue

price of 99.898% of its nominal value. The third bond was issued for €500 million with an 8 year maturity,

an annual coupon rate of 1.5% and an issue price of 99.761% of its nominal value.



Page 49

The issuance was formalized on September 18, 2018. The issue amount was allocated to the acquisition of

Travelclick, Inc. and its group of companies, and other financing corporate purposes.

At December 31, 2018, the fair value of the bonds issued maturing in 2022, 2023 and 2026 amounts to

€495.6 million (99.136% of its face value), €497.9 million (99.583% of its face value) and bonds issued in

€493.2 million (98.647% of its face value) respectively. These fair values have been calculated taking the

quoted prices in active markets as a reference.

e) Debt guaranteed by the Company

Euro Medium Term Note Program

In 2014, the Group company, Amadeus Finance B.V., signed up a debt instruments issuance program, the

‘Euro Medium Term Note Program’, by a maximum nominal amount of €2,400 million that can be issued

in euros or any other currency. In 2015, the Group company, Amadeus Capital Markets, S.A.U., and in 2017

the Company, joined this program.

The Base Prospectus of the program was registered in the Financial Authority of Luxembourg, ‘Luxembourg

Commission de Surveillance du Secteur Financier’, as the Luxembourg authority for admission to trading.

Also, trading admission of the securities issuance under the Official List program was requested and the

quoting in the Luxemburg’s Stock Exchange.

In 2018, Amadeus Finance B.V and Amadeus Capital Markets, S.A., Sociedad Unipersonal have increased

the nominal amount of the ‘Euro Medium Term Note Program’ to €4,000 million. The Base Prospectus of

the program was updated and approved by the ‘Luxembourg Commission de Surveillance du Secteur

Financier’ (CSSF) on August 22, 2018. Also, an additional supplement was approved by the CSSF on

September 4, 2018.

Euro-Commercial Paper Program – ECP

Additionally, Amadeus Finance B.V., signed up in the year 2014 a short-term commercial paper issuance

program called ‘Euro-Commercial Paper Program – ECP’. The program was agreed by a maximum nominal

amount of €500 million, on August 16, 2016 the program was extended up to €750 million, it can be issued

in euros or any other currency, with different maturity dates, always less than 365 days.

The commercial paper issued under this program, will not be quoted in any securities market and will have

‘STEP label’, under the ‘STEP Convention’.

The Company, as parent company of the Group, has subscribed, as guarantor the commercial paper and

debt instruments programs. The structure of the securities listed on the secondary market guaranteed by

the Company at December 31, 2018 and 2017, is as follows:



Page 50

(1) Debt issued by Amadeus Capital Markets, S.A, Sociedad Unipersonal. (2) Debt issued by Amadeus Finance B.V.

15. DEFERRED INCOME Balances and movements of the ‘Deferred income’ captions during the years 2018 and 2017, are as follows:

Current Non-current Total

Balance at 31/12/2016 61.2 308.1 369.3

Additions - 50.8 50.8

Transfers to the income statement (72.1) - (72.1)

Transfers 73.3 (73.3) -

Balance at 31/12/2017 62.4 285.6 348.0

Additions - 45.3 45.3

Transfers to the income statement (69.3) - (69.3)

Transfers 73.5 (73.5) -

Balance at 31/12/2018 66.6 257.4 324.0

The deferred income includes the portion of the cash received from customers for the implementation of

‘Altéa Reservation’, ‘Altéa Departure Control’ and ‘e-commerce’ units, and was not recognised as ordinary

income during the period.

The Company starts the recognition of revenue in the income statement when the migration has been

completed (cut-over) and recognises the revenue for these services during the period of the agreement.

31/12/18 31/12/17

Debt Value at issuance

Maturity Interest rate Amount

Used Interest rate Amount used

Bond issue

November 2015 (1) 99.260% November 2021 1.625% 500.0 1.625% 500.0

October 2016 (1) 99.785% October 2020 0.125% 500.0 0.125% 500.0

May 2017 (1) 99.932% May 2019 0.0% 500.0 0.0% 500.0

Total value of securities 1,500.0 1,500.0

Commercial paper issue

Commercial paper (2) Under 365 days (0.300-0.200%) 330.0 (0.320-0.190%) 300.0

Total commercial paper 330.0 300.0

Total 1,830.0 1.800,0



Page 51

16. PUBLIC ADMINISTRATIONS AND TAXATION

The Company pays Corporate Income Tax via the tax consolidation Regime (Tax Group 256/05), from which

it is the parent company.

The Tax Consolidation Group is comprised of the following companies:

Parent company:


Subsidiaries:

Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal

Amadeus Capital Markets, S.A., Sociedad Unipersonal

Amadeus Content Sourcing, S.A., Sociedad Unipersonal

In 2016 the Company was involved in a merger process, described in Note 2.5, which is under the Chapter

VII of Special Regime, Law 27/2014, November 27, for Corporate Income Tax.

16.1 Deferred tax assets and liabilities and current balances with Public Administrations

The breakdown of the deferred tax assets and the current debtor balances with Public Administrations, at

December 31, 2018 and 2017 is as follows:

31/12/2018 31/12/2017

Deferred tax assets Share-based payments 2.9 2.3 Purchase price allocation amortization - 3.2 Non-current asset amortization 0.9 1.1 Doubtful debt provision 2.3 2.7 Cancellations provision 5.6 5.0 Cash flow hedge 7.5 4.2 Investment impairment adjustments 9.4 9.4 Other non-deductible expenses 3.3 5.4 Withholding tax and outstanding tax credits 101.3 83.1

Total deferred tax assets 133.2 116.4

Current debtors balances Tax Authorities, debtor for Corporate Income Tax - 38.1 Tax Authorities of other countries, debtor for V.A.T. 0.8 0.6

Total current debtor balances 0.8 38.7

Total 134.0 155.1

The above mentioned deferred tax assets have been recognized in the balance sheet. The Directors of the

Company consider that based on the estimated future benefits of the Tax Consolidation Group it is probable

that these assets will be recovered.



Page 52

The breakdown of the deferred tax liabilities and the current creditor balances with Public Administrations,

at December 31, 2018 and 2017, is as follows:

31/12/2018 31/12/2017

Deferred tax liabilities

Purchase price allocation amortization

72.0 29.9 Cash flow hedge 2.0 7.1 Amortization of goodwill from investments 11.3 10.2 Other deferred taxes liabilities 0.1 0.1

Total deferred tax liabilities 85.4 47.3

Current creditor balances Tax Authorities, creditor for Corporate Income Tax 20.5 - Tax Authorities, creditor for V.A.T. 0.3 1.8 Tax Authorities, creditor for other concepts 1.6 1.3 Social Security Authorities, creditors 1.2 1.1

Total current creditor balances 23.6 4.2

Total 109.0 51.5

The variation of deferred tax liability linked to the purchase price allocation amortization includes the

revaluation of the amounts generated in previous years.

16.2 Reconciliation between the net result before tax and Corporate Income Tax base

The reconciliation between the net result before tax registered in the income statement and the Corporate

Income Tax base for the year 2018, is as follows:

Income statement

Increases Decreases Total

Net result before tax 756.6

Permanent differences 132.9 (334.6) (201.7)

Exempt dividends received and other income - (334.6) (334.6) Amortization of goodwill 131.8 - 131.8 Others 1.1 - 1.1 Temporary differences 101.8 (19.3) 82.5

Arising in current year Doubtful debt provision 11.0 - 11.0 Share-based payments 2.5 - 2.5 Others - (1.5) (1.5) Arising in previous years Purchase price allocation amortization 87.9 - 87.9 Investment impairment adjustments - (17.8) (17.8) Others 0.4 - 0.4 Tax base before compensations 637.4

Tax Consolidation Group negative tax base compensation -

Company tax base 637.4



Page 53

According to Royal Legislative Decree 3/2016, of December 2, the temporary difference for impairment of

investments includes the reversal of the impairment loss that was tax deductible in previous years and

whose amount has not been significant.

The reconciliation between the net result before tax registered in the income statement and the Corporate

Income Tax base for the year 2017, was as follows:

Income Statement


Net result before tax 675.9

Permanent differences 0.9 (310.5) (309.6)

Exempt dividends received and other income - (305.9) (305.9) Amortization of goodwill from investments - (4.6) (4.6) Others 0.9 - 0.9 Temporary differences 227.6 (10.0) 217.6

Arising in current year Doubtful debt provision - (7.6) (7.6) Share-based payments - (0.9) (0.9) Others 1.0 - 1.0 Arising in previous years Purchase price allocation amortization 222.2 - 222.2 Investment impairment adjustments 4.4 - 4.4 Others - (1.5) (1.5) Tax base before compensations 583.9

Tax Consolidation Group negative tax base compensation -

Company tax base 583.9

The reconciliation between the income and expenses directly recognized in equity and the Corporate

Income Tax base, for the years 2018 and 2017, is as follows:

Income and expenses directly recognised in equity

Year 2018 Year 2017

Increases Total Decreases Total

Income and expenses recognised in equity (33.3) 43.6

Temporary differences 33.3 33.3 (43.6) (43.6)

Arising in current year Cash flow hedge 33.3 33.3 (43.6) (43.6)

Corporate Income Tax Base in equity - -



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16.3 Tax recognised in equity

The detail of taxes directly recognized in equity at December 31, 2018, is as follows:


Deferred tax Arising in current year Cash flow hedge 10.2 (1.8) 8.4

Total deferred tax 10.2 (1.8) 8.4

Total tax recognised in equity 8.4

The detail of taxes directly recognized in equity at December 31, 2017, was as follows:


Deferred tax Arising in current year Cash flow hedge 2.3 (13.2) (10.9)

Total deferred tax 2.3 (13.2) (10.9)

Total tax recognised in equity (10.9)

16.4 Reconciliation between the net result before tax and Corporate Income Tax expense

Reconciliation between the net result before tax and the Corporate Income Tax expense, for the years 2018

and 2017, is as follows:

Year 2018 Year 2017

Net result before tax 756.6 675.9

Tax rate 25% (189.2) (169.0)

Permanent and temporary differences 32.3 84.5

Tax credits and others 8.7 4.7

Total Corporate Income Tax expense recognised in the income statement (148.2) (79.8)

Current tax (147.1) (100.4)

Deferred tax (1.1) 20.6



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16.5 Periods open to tax audit and tax audit procedures

According to the current legislation, taxes cannot be considered definitively settled until the filed tax forms

are audited by the Tax Authorities, or until the four year statute of limitations ends.

At the year-end 2018, the Company has opened to tax audit (including those of the Absorbed Company,

that, as a consequence of the merger described in the Note 2.5, all rights and obligations have been

transferred to the Absorbing Company) the last four years except for those taxes that have been subject to

a partial or full audit which have concluded by signing the tax assessment under protest. The judicial appeal

process has been initiated to the National Appellate Court.

The Directors of the Company consider that the mentioned taxes were properly settled, therefore, in the

event of differences in the interpretation of the current tax regulations, regarding the fiscal treatment of

the transactions, the potential resulting liabilities, should they materialise, will not significantly impact the

accompanying annual accounts.

In December 2016, a claim has been filed with the National Appellate Court, related to the tax assessments

signed under protest for the Corporate Income Tax of the years from 2005 to 2007 and from 2008 to 2010.

During 2017 the Company has submitted a writ of conclusions. The National Appellate Court rejected the

appeal by decision in September 2018 and in October 2018, the Company, filed an extraordinary appeal

(Recurso de Casación) before the Supreme Court only with respect to the non-tax deductibility of financial

interest (years 2007-2010), which is still pending of admission.

In June 2015, the Company received a final decision from the Central Administrative Court (TEAC) rejecting

cumulatively appeals regarding the tax assessment signed under protest relating to the Non-residents

Income Tax for the year 2007. In July 2015, judicial appeal process had been initiated in the same court

considering the resolution was not in line with the Law, insomuch as the allegations and/or proof (evidence)

presented before the court in November 2013 were declared inexistent by omission that could turn out to

be essential for the resolution of the claim. In January 2017, a resolution from the TEAC was received,

rejecting the allegations submitted by the Company before it. In February 2017, the Company filed an

appeal before the National Appellate Court. In September 2017, after the disclosure of the file, a claim has

been registered to the National Appellate Court, and in November 2017 the statement of conclusions,

pending execution at the year-end.

The Company has voluntarily deposited the amount required by the Tax Authorities until the resolution of

this litigation (Note 9.1) and has registered the appropriate provisions in order to minimize its exposure in

the event the final ruling from the Court does not result in its favour (Note 13). Therefore, and in any case,

the resolution of this matter should not have any significant impact on the Company’s financial situation.

Since 1999, the Company has been engaged in disputes with the Indian tax authorities in relation to an

allegation that the distribution activities in that country qualify as a permanent establishment in India. On

this basis, the Indian tax authorities claim that a portion of the revenue generated in respect of bookings

made by travel agencies located in India should be subject to Indian tax.



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There is a number of proceedings underway relating to the tax years between 1995 and 2015 at different

procedural stages (ranging from initial inspection to appeal) before the Indian administrative authorities

and before the Supreme Court. The resolution from the Delhi High Court dated on January 2010 concerning

tax years from 1995 to 1998 concludes on the existence of permanent establishment, but without income

liable to tax in India.

This resolution was also extended to the fiscal years from 1998 to 2006 (both inclusive). These decisions

are under dispute before the Supreme Court. The Company has been advised that there is no provision

under Indian law for sanctions to be imposed as a result of the ongoing proceedings. Additionally, since 2006, the Indian tax authorities are of the opinion that the IT service agreement executed between the Company and an airline (both non-resident) may give rise to royalty payments and fees for technical services in India. As a result of this interpretation, a new tax claim is under dispute.

The Company has registered the appropriate provisions in order to minimize its exposure in the event the

final ruling from the Court does not result in its favour (Note 13).

17. FOREIGN CURRENCIES

The detail of the main balances and transactions in foreign currency, valuated at the year-end exchange

rate and at the average exchange rate as of December 31, 2018 and 2017, respectively, is as follows:

31/12/2018 31/12/2017

Assets

Accounts receivable 203.5 184.3

Loans given 1,033.9 132.2

Other assets 181.5 112.5

Cash and cash equivalents 38.9 17.8

Liabilities

Accounts payable (401.2) (322.4)

Loans received (245.3) (180.4)

Other liabilities (15.3) (21.4)

2018 2017

Income statement

Services rendered 1,417.4 1,303.2

Services received (933.8) (865.8)



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The amount of exchange rate differences by financial instrument recognised in the income statement for

the year 2018, is as follows:

Transactions settled

in the year

Outstanding

balances Total

Financial assets

Loans to Group companies and joint ventures (22.7) 16.0 (6.7)

Derivatives 1.0 5.6 6.6

Other financial assets 13.9 4.5 18.4

Total financial assets (7.8) 26.1 18.3


Debts with Group companies and joint ventures (13.4) (8.0) (21.4)

Derivatives (4.2) (9.7) (13.9)

Other financial liabilities - 2.0 2.0

Total financial liabilities (17.6) (15.7) (33.3)

Total (25.4) 10.4 (15.0)

The amount of exchange rate differences by financial instrument recognised in the income statement for

the year 2017, was as follows:

Transactions settled

in the year

Outstanding

balances Total

Financial assets

Loans to Group companies and joint ventures (7.8) (13.0) (20.8)

Derivatives 6.3 (2.3) 4.0

Other financial assets (1.0) (9.5) (10.5)

Total financial assets (2.5) (24.8) (27.3)


Debts with Group companies and joint ventures 0.8 11.0 11.8

Derivatives (2.8) (4.7) (7.5)

Other financial liabilities - 3.1 3.1

Total financial liabilities (2.0) 9.4 7.4

Total (4.5) (15.4) (19.9)



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18. REVENUES AND EXPENSES

18.1 Trade revenue The Company operates in the travel industry and thus, events that may affect the industry could also have an impact on both the Company’s operations and its financial position. The segment information has been prepared in accordance how the segments are regularly reviewed by the chief operating decision maker in order to allocate resources to a segment and to assess its performance. The Company is organized into two operating segments on the basis of the different services offered:

Distribution, where the primary offering is the GDS platform. It generates revenues mainly from

booking fees the Company charges to travel providers for bookings made, as well as other non–booking

revenues; and

IT solutions, where the Company offers a portfolio of technology solutions (primarily Altéa PSS) that

automate mission-critical processes for travel providers. This segment generates revenues from the

transactions processed in our platform, as well as from other non-transactional services.

The information regarding the operating segments during 2018 and 2017, is as follows:

Operating segment Year 2018 Year 2017

Distribution 3,272.5 3,123.9

IT solutions 1,243.0 1,179.6

Total 4,515.5 4,303.5

The processing of bookings and sales of transactional IT solutions depends on complex IT systems, and on

billions of transactions processed during each year. The classification of the trade revenues between

transactional and non-transactional during 2018 and 2017, is as follows:

Year 2018 Year 2017

Transactional revenue 4,009.9 3,742.0 Non-transactional revenue 505.6 561.5

Total 4,515.5 4,303.5



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The following geographical distribution of the services provided during the year 2018 and 2017, is primarily

based on the country where bookings were made. Regarding those bookings directly made by the offices

and the airline websites that are directly connected to the Amadeus system, as well as the IT solutions

services, the home country of the customers is the criteria applied.

Geographical market Year 2018 Year 2017

Spain

169.8 227.0 European Union 1,563.7 1,545.7 O.E.C.D. 1,290.5 1,282.4 Rest of the world 1,491.5 1,248.4

Total 4,515.5 4,303.5

18.2 Personnel expenses

The breakdown of the ‘Personnel expenses’ for the years 2018 and 2017, is as follows:

Year 2018 Year 2017

Salaries, wages and similar 88.4 84.5

Social benefits

Pension plan contributions 2.6 2.4

Other social costs 25.5 23.6

Total 116.5 110.5

18.3 Other operating expenses

The breakdown of the ́ Other operating expenses´ caption includes distribution, product development, data

processing, communications and administration expenses. The detail for the years 2018 and 2017, is as

follows:

Year 2018 Year 2017

Group companies 2,712.7 2,596.4

Joint ventures 141.5 123.2

Third parties 891.1 795.0

Total 3,745.3 3,514.6



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18.4 Financial results

The detail of the financial income and expenses for the years 2018 and 2017, is as follows:

Note

Year

2018

Year

2017

Financial income 356.8 314.1

From equity instruments 334.8 306.1

Dividends received from Group companies and joint ventures 9.2 & 19.1 334.3 305.6

Dividends received from third parties 0.5 0.5

From securities and other financial instruments 22.0 8.0

Loans to Group companies and joint ventures 19.1 20.9 7.9

Other financial income 1.1 0.1

Financial expenses (40.0) (33.4)

Debts with Group companies and joint ventures 19.1 (15.3) (17.3)

Interest from debts (14.5) (16.0)

Arrangement fees amortization (0.8) (1.3)

Debts with third parties (24.7) (16.1)

Interest from debts with financial institutions (5.9) (3.6)

(7.5) - Interest from bonds

Interest from derivatives financial instruments – hedge (3.7) (3.9)

Arrangement fees amortization (4.0) (1.0)

Other financial expenses (7.5) (3.7)

Changes in fair value of financial instruments - (2.7)

Financial instruments held for trading and others - (2.7)

Exchange rate differences 17 (15.0) (19.9)

Impairment and gains/ losses on disposal of financial instruments 24.1 (2.9)

Impairment and losses 23.6 (3.3)

Gains / (losses) on disposal of financial instruments 0.5 0.4

Financial profit / (loss) 325.9 255.2

The financial income and expenses measured in application of the effective interest method, mainly relate

to the financial income from securities and other financial instruments and to the financial expenses from

debts with Group companies and joint ventures and financial institutions.



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18.5 Share-based payments The Company has the following reward schemes in place for managers and employees:

18.5.1 Performance Share Plan

The Performance Share Plan (PSP) consists of a contingent award of shares of the Company to certain

management. The final delivery of the shares at the end of the vesting period depends on the achievement

of predetermined performance objectives that relate to value creation in Amadeus as well as employee

service requirements. The performance objectives relate to the relative shareholder return (TSR) and the

adjusted basic earnings per share (EPS) growth. PSP 2018 includes an additional performance objective

related to pre-tax adjusted free cash flow (OCF) growth. The vesting period of each independent cycle is 3

years and no holding period applies.

This plan is considered as equity-settled and, accordingly, the fair value of the services received during the

years ended as of December 31, 2018 and 2017, as consideration for the equity instruments granted, is

presented in the income statement under the ‘Personnel and related expenses’ caption by an amount of

€7.5 million and €5.3 million, respectively.

The detail of the shares allotted and fair value at grant date of the last four cycles of the PSP is set forth in

the table below:

PSP 2015 PSP 2016 PSP 2017 PSP 2018

Total shares allotted at grant date (1) 98,814 111,880 99,695 74,970

Fair value of those instruments at grant date (€) 34.74 37.73 49.49 64.03

Dividend yield 1.41% 1.59% 1.47% 1.24%

Expected volatility 20.06% 22.37% 21.23% 19.06%

Risk free interest rate 0.56% 0.00% 0.00% 0.00%

(1) This number of shares could increase up to double if all performance objectives are extraordinary.

During the year 2018, the PSP 2015 has been settled at the vesting date, implying that the Company

transferred to the eligible employees 172,672 shares, due to the achievement of the performance

objectives (200.00%), at a weighted average price of €74.72 per share. The Company used treasury shares

to settle this share-based payments (Note 12.4).

During the year 2017, the PSP 2014 was settled at the vesting date, implying that the Company transferred

to the eligible employees 214,341 shares, due to the achievement of the performance objectives

(187.00%), at a weighted average price of €53.70 per share. The Company used treasury shares to settle

this share-based payments (Note 12.4).



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18.5.2 Restricted Share Plan

The Restricted Share Plan (RSP) consists on the delivery of a given number of shares of the Company to

certain employees on a non-recurring basis, after predetermined services requirements are met. The RSP

beneficiaries must remain employed in a Group company during a determined period of time, which

oscillates between 2 and 5 years.

This plan is considered as equity-settled. The fair value of the services received as consideration for the

equity instruments granted, 7,025 and 6,959 shares during the years 2018 and 2017 is presented in the

income statement under the ‘Personnel and related expenses’ caption by an amount of €0.1 million and

nill, respectively.

During the year 2018, certain RSP awards have been settled at vesting date, implying that the Company

transferred to the eligible employees 40 shares in May at a weighted average price of €66.72 per share and

969 shares in August at a weighted average price of €74.72 per share. The Company used treasury shares

to settle these share-based payments (Note 12.4).

During the year 2017, certain RSP awards were settled at vesting date, implying that the Company

transferred to the eligible employees 500 shares in April at a weighted average price of €47.01 per share

and 1,606 shares in November at a weighted average price of €59.90 per share. The Company used treasury

shares to settle these share-based payments (Note 12.4). 18.5.3 Share Match Plan

The Share Match Plan (SMP) consists of a contingent award of shares of the Company to employees that

voluntarily decided to participate in the plan. The final delivery of the shares at the end of the vesting period

depends on the achievement of predetermined vesting conditions that relate to the purchase and holding

of the shares, as well as the participant must remain employed in a Group company until the end of the

cycle.

Under the terms of the SMP, the Company will grant the participants an additional share for every two

purchased, provided if they hold the shares for a year after the purchase period has ended.

This plan is considered as equity-settled. The fair value of the services received as consideration for the

equity instruments granted, 20,450 and 24,201 shares during the years 2018 and 2017, respectively, is

presented in the income statement under the ‘Personnel and related expenses’ caption by an amount of

€0.4 million and €0.4 million, respectively.

During the year 2018, the SMP 2016 has been settled according to the terms of the plan, implying that the

Company transferred to the participants 9,431 shares, at a weighted average price of €74.42 per share.

The Company used treasury shares to settle this share-based payments (Note 12.4).

During the year 2017, the SMP 2015 was settled according to the terms of the plan, implying that the

Company transferred to the participants 5,741 shares, at a weighted average price of €54.04 per share.

The Company used treasury shares to settle this share-based payments (Note 12.4).



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19. TRANSACTIONS AND BALANCES WITH RELATED PARTIES 19.1 Transactions with related parties The breakdown of transactions with related parties for the year 2018, is as follows:

Group companies Joint ventures Other related

parties Total

Services rendered 163.3 28.8 - 192.1

Other operating expenses (2,712.7) (141.5) - (2,854.2)

Interests from loans 20.9 - - 20.9

Debt expenses (15.3) - - (15.3)

Dividends received 329.7 4.6 - 334.3

Dividends distributed - - (0.8) (0.8)

Remuneration - - (16.4) (16.4)

Total (2,214.1) (108.1) (17.2) (2,339.4)

The breakdown of transactions with related parties for the year 2017, was as follows:

Group companies Joint ventures Other related

parties Total

Services rendered 207.3 20.1 - 227.4

Other operating expenses (2,596.4) (123.2) - (2,719.6)

Interests from loans 7.9 - - 7.9

Debt expenses (17.3) - - (17.3)

Dividends received 302.8 2.8 - 305.6

Dividends distributed - - (0.7) (0.7)

Remuneration - - (19.2) (19.2)

Total (2,095.7) (100.3) (19.9) (2,215.9)



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19.2 Balances with related parties The breakdown of balances with related parties at December 31, 2018, is as follows:

Group companies

Joint ventures Other related

parties Total

Long-term investments Equity instruments 2,616.6 1.9 - 2,618.5

Loans to companies 1,046.2 - - 1,046.2

Trade debtors 44.7 13.2 - 57.9

Short-term investments Loans to companies 282.3 - - 282.3 Interests from loans to companies 14.1 - - 14.1

Cash-pooling 145.6 - - 145.6 Dividends 0.4 0.5 - 0.9

Long-term debts (995.3) - - (995.3)

Short-term debts Debts with companies (1,088.8) - - (1,088.8)

Interests from debts with companies (1.8) - - (1.8) Cash-pooling (85) - - (85)

Dividends - - (0.4) (0.4)

Trade creditors (347.7) (47) - (394.7)

Total 1,631.3 (31.4) (0.4) 1,599.5



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The breakdown of balances with related parties at December 31, 2017, was as follows:

Group companies

Joint ventures Other related

parties Total

Long-term investments Equity instruments 2,192.5 3.9 - 2,196.4

Loans to companies 419.6 - - 419.6

Trade debtors 40.5 8.2 - 48.7

Short-term investments Loans to companies 14.2 - - 14.2 Interests from loans to companies 1.7 - - 1.7

Cash-pooling 206.3 - - 206.3 Dividends 102.7 0.1 - 102.8

Long-term debts (1,492.0) - - (1,492.0)

Short-term debts Debts with companies (498.4) - - (498.4)

Interests from debts with companies (1.8) - - (1.8) Cash-pooling (98.7) - - (98.7)

Dividends - - (0.4) (0.4)

Trade creditors (435.0) (26.0) - (461.0)

Total 451.6 (13.8) (0.4) 437.4



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19.2.1 Trade debtors and creditors

The breakdown of the ‘Trade debtors’ and ‘Trade creditors’ as of December 31, 2018 and 2017, is as follows:

31/12/2018 31/12/2017

Debtors

For taxes 2.2 1.9

For other concepts 55.7

46.8

Total 57.9 48.7

Creditors

For taxes - (0.1)

For other concepts (394.7) (460.9)

Total (394.7) (461.0)

As of December 31, 2018 and 2017, the captions ‘Group companies, debtor for taxes’ and ‘Group

companies, creditors for taxes‘ include the estimated credit and debit that the Company has with the

companies included in the Tax Consolidation Group, related to the Corporate Income Tax.

As of December 31, 2018 and 2017, the captions ‘Group companies, debtor for other concepts’ and ‘Group

companies, creditors for other concepts‘ include the different transactions that the Company has with the

companies that form the Amadeus Group for agreements in application of the transfer pricing policies.



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19.2.2 Loans to Group companies The detail of loans to Group companies at December 31, 2018, is as follows:

Group companies Currency Millions of euros

Reference interest Due date

Amadeus Verwaltungs GmbH EUR 168.3 1.32% 11/11/2019

Amadeus Hellas S.A. EUR 36.6 0.26% 15/10/2019

Amadeus Central and West Africa S.A. EUR 0.9 0.42% 20/06/2020

Content Hellas Electronic Tourism Services S.A. EUR 0.2 0.73% 05/11/2019

Amadeus Corporate Business, AG EUR 62.8 1.53% 08/04/2019

Amadeus Corporate Business, AG EUR 30.9 0.73% 02/11/2021

Amadeus Bilgi Teknolojisi Hizmetleri A.Ş. EUR 2.5 0.45% 01/07/2021

Amadeus Rezervasyon Dağıtım Sistemleri A.Ş EUR 3.0 0.45% 01/12/2020

Amadeus Polska Sp. z o.o. EUR 1.8 0.47% 05/10/2021

Amadeus Albania sh.p.k EUR 0.1 0.74% 15/01/2020

Amadeus Travel IMS EUR 0.5 0.44% 22/03/2021

UFIS Airport Solutions (Thailand) Ltd. USD 2.3 3.34% 14/04/2021

Amadeus Bolivia S.R.L. USD 0.4 4.11% 18/04/2019

Amadeus GDS LLP USD 1.0 4.07% 01/03/2019

Amadeus Global Travel Israel Ltd. USD 2.4 3.41% 05/05/2021

Amadeus GDS Singapore Pte. Ltd. USD 9.7 3.76% 01/02/2019

Amadeus Americas, Inc. USD 988.9 5.08% 01/10/2026

Amadeus Argentina S.A USD 1.1 3.44% 27/08/2021

Amadeus Argentina S.A., Sucursal Uruguay USD 2.9 3.37% 06/05/2020

Amadeus Perú S.A. USD 2.4 3.74% 14/12/2021

Amadeus Perú S.A. USD 3.1 2.80% 02/10/2021

Amadeus Marketing (Ghana) Ltd. USD 0.4 3.45% 21/01/2019

Amadeus Marketing Nigeria Ltd. USD 1.0 4.36% 28/11/2019

Amadeus Marketing Phils Inc. USD 2.8 3.69% 01/11/2021

Amadeus GTD Southern Africa Pty. Ltd. USD 1.4 4.12% 20/07/2019

Amadeus Ecuador USD 0.5 3.39% 19/07/2019

Amadeus Integrated Solutions Pty Ltd. USD 0.6 3.22% 01/03/2020

1,328.5

As of October 1, 2018, the Company granted a loan amounting to $1,070 million to the group company

Amadeus Americas, Inc. with the purpose of financing the acquisition of Travelclick, Inc. and its subsidiaries.



Page 68

19.2.3 Debts with Group companies

The detail of debts with Group companies at December 31, 2018, is as follows:

Group companies Currency Millions of euros

Reference interest Due date

Amadeus Finance B.V. EUR 330.5 (0.05)% 14/01/2019

Amadeus Capital Markets, S.A.U. EUR 499.6 0.08% 19/05/2019



Amadeus Capital Markets, S.A.U. EUR - 0.00% 05/05/2019

UFIS Airport Solutions AS EUR 13.4 0.00% 12/04/2019

Amadeus Slovenija, d.o.o. EUR 0.6 0.00% 12/04/2019

Navitaire LLC USD 198.2 2.72% 25/01/2019

Amadeus IT Pacific Pty. Ltd. AUD 33 2.02% 10/01/2019

Amadeus Scandinavia AB SEK 11.3 0.00% 10/01/2019

Amadeus Norway AS NOK 1.0 0.80% 10/01/2019

Amadeus Denmark A/S DKK 1.2 0.00% 10/01/2019

Total 2,084.1

During 2015, the Group company Amadeus Finance B.V., made several issuances of commercial paper in

the Euromarket. At December 31, 2018 and 2017, Amadeus Finance B.V. had outstanding commercial

paper by an amount of €330.5 million and €300.3 million, respectively. The Company subscribed these

agreements as guarantor. Amadeus Finance B.V. transferred the amount received in the issuances, net of

related expenses, to the Company through a loan contract. The contract is registered under the ‘Short-

term debts with Group companies’ caption.

Financial expenses for the years 2018 and 2017 derived from the aforementioned loans, amounting to

€(0.6) million and €4.6 million, respectively, are included in the income statement under ‘Interest from

debts with Group companies’ caption.

On November 10, 2015, the Group company Amadeus Capital Markets, S.A., Sociedad Unipersonal, under

the debt issuance Euro Medium Term Note Program, issued bonds in the Euromarket for a total of €500

million. This company transferred the amount received, net of related expenses, to the Company, through

a loan contract.

As of December 31, 2018, the amortised cost of this loan amounts €496.8 million, including the principal

of €497.4 million and the arrangement fees of €0.6 million. This loan has a yearly interest rate of 1.64187%

payable annually. Additionally, it includes an implicit interest rate of 0.17228% to be capitalised annually.

This loan is registered under the ‘Short-term debts with Group companies’ caption.



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On September 29, 2016, the Group company Amadeus Capital Markets, S.A., Sociedad Unipersonal, issued

bonds in the Euromarket for a total of €500 million. This company transferred the amount received, net of

related expenses, to the Company, through a loan contract.


of €498.8 million and the arrangement fees of €0.4 million. This loan has a yearly interest rate of 0.12559%

payable annually. Additionally, it includes an implicit interest rate of 0.11973% to be capitalised annually.

This loan is registered under the ‘Long-term debts with Group companies’ caption.

As of May 12, 2017 the Group company Amadeus Capital Markets, S.A., Sociedad Unipersonal, issued bonds

in the Euromarket for a total of €500 million. This company transferred the amount received, net of related

expenses, to the Company, through a loan contract.


of €499.6 million and the arrangement fees of €0.2 million. This loan has an implicit interest rate of

0.08411% to be capitalised annually. This loan is registered under the ‘Long-term debts with Group

companies’ caption.

Financial expenses for the years 2018 and 2017 derived from the aforementioned loans with Amadeus

Capital Markets, S.A., Sociedad Unipersonal, amounting to €11.5 million and €11.2 million, respectively, are

registered in the income statement under the ‘Interest from debts with Group companies’ caption.

19.3 Board of Directors and Key Management remuneration

The position of Member of the Board of Directors is remunerated in accordance with the Company’s

Bylaws. The remuneration consists of a fixed remuneration to be determined by the General Shareholders’

Meeting before the relevant financial year ends.

The remuneration to which the Chief Executive Officer may be entitled despite of their functions as

Director, consists of salary (in cash and in kind), yearly and/or multiannual bonus, subject to the objectives

fulfilment, share-based plans and any other compensation decided by the General Shareholders’ Meeting

held on June 25, 2015, for a period of 3 years.

On June 21, 2018 and June 15, 2017, the Ordinary General Shareholders’ Meeting agreed a fixed

remuneration for said functions, in cash or in kind, for the period January to December 2018 and 2017,

with a limit of €1,426 thousand and €1,426 thousand, respectively, and it vested the Board of Directors

with the authority to resolve on how said remuneration was to be distributed among the members of the

Board, following article 36 of the Company’s Bylaws. The Board of Directors of the Company may agree an

unequal remuneration scheme distribution. No loans, advances or stock options have been granted to the

members of the Board of Directors.



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The breakdown by type of payment received by the members of the Board of Directors in 2018 and 2017,

is as follows:

In thousands of euros Year 2018 Year 2017

Board members Cash In kind Cash In kind

José Antonio Tazón García 303 2 303 2

Guillermo de la Dehesa Romero 158 - 152 -

Luis Maroto Camino 35 - 35 -

Stuart Anderson McAlpine - - 86 -

Francesco Loredan 113 - 120 -

Clara Furse 145 - 136 -

David Webster 149 - 158 -

Pierre–Henri Gourgeon 113 - 113 -

Roland Busch 53 - 113 -

Marc Verspyck 53 - 113 -

Nicolas Huss 91 - 49 -

Pilar García Ceballos-Zúñiga 102 - 4 -

Stephan Gemkow 48 - - -

Peter Kuerpick 59 - - -

Total 1,422 2 1,382 2

As of December 31, 2018 and 2017, the Key Management personnel includes 8 and 11 members,

respectively.

During the year ended December 31, 2018, the amounts accrued to the Key Management in respect of

compensation in cash (base salary and bonus accrued), compensation in kind, contributions to pension plan

and collective life insurance policies and share-based payments amounted to €4,342 thousand, €283

thousand, €500 thousand and €4,890 thousand, respectively (€7,161 thousand, €305 thousand, €452

thousand and €4,858 thousand, respectively, during the year ended December 31, 2017).

Additionally, the amounts accrued to the Chief Executive Officer in respect of compensation in cash (base

salary and bonus accrued), compensation in kind, contributions to pension plan and collective life insurance

policies and share based payments amounted to €1,722.6 thousand, €46 thousand, €183 thousand and

€3,084 thousand, respectively (€2,018 thousand, €104 thousand, €176 thousand and €2,728 thousand

respectively for the year ended December 31, 2017).



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19.4 Directors’ information regarding situations of conflict of interests As of December 31, 2018, neither any of the members of the Board of Directors nor any other person

related to them, in accordance with the Spanish Capital Companies Act, have reported to the Board of

Directors any direct or indirect conflicting situation with the interests of the Company.

19.5 Other information related to the Board of Directors and Key Management

As of December 31, 2018 and 2017, investment held by the members of the Board of Directors in the share

capital of the Company, is as follows:

Board members Shares

31/12/2018 31/12/2017

José Antonio Tazón García 255,000 255,000 Luis Maroto Camino 172,883 201,480 David Webster 1 1 Pierre–Henri Gourgeon 400 400 Roland Busch - 100

Total 428,284 456,981

Voting rights 0.09760% 0.10414%

The number of shares in the capital of the Company held by the members of the Key Management at

December 31, 2018 is 273,692 shares. The number of shares in the capital of the Company held by the

members of the Key Management at December 31, 2017 was 273,128 shares.

19.6 Financial structure

As mentioned in Note 1, the Company belongs to the Amadeus Group. Companies belonging to the Group, at December 31, 2018 and 2017, are detailed in the appendix attached to these annual accounts.



Page 72

20. OTHER INFORMATION 20.1 Auditors’ fees The fees for the annual accounts auditing services in thousands of euros and other services rendered by the auditor’s firm Deloitte, S.L. and other firms related thereto, for the years 2018 and 2017, are as follows:

In thousands of euros Year 2018 Year 2017

Auditing 701 802

Other audit related services 205 583

Total auditing and related services 906 1,385

Tax advice 257 195

Other services 210 176

Total professional services 467 371

Total 1,373 1,756

20.2 Number of employees The average number of employees and Board of Directors members of the Company during 2018 and 2017, is 976 and 982, respectively. Distribution by category and gender, is as follows:

Year 2018 Year 2017

Female Male Female Male

Board of Directors 2 9 2 9

Key Management and Vice Presidents 3 7 3 8

Directors 11 30 11 34

Managers 195 191 192 214

Disabled managers 1 - 1 -

Rest of personnel 304 215 296 206

Rest of disabled personnel 6 2 5 1



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The number of employees and Board of Directors members of the Company as of December 31, 2018 and 2017, is 1,005 and 1,039, respectively. Distribution by category and gender, is as follows:

31/12/18 31/12/17

Female Male Female Male

Board of Directors 2 9 2 9

Key Management and Vice Presidents 3 8 3 7

Directors 12 30 10 31

Managers 207 195 202 232

Disabled managers 1 - 1 -

Rest of personnel 301 229 318 219

Rest of disabled personnel 6 2 5 -

20.3 Off–balance sheet commitments

At December 31, 2018 and 2017, the Company has guarantees issued to cover certain obligations entered

into by Group companies and received from third parties, as per the following detail:

31/12/2018 31/12/2017

Other guarantees and bank guarantees 28.6 22.1

Guarantees over office buildings and equipment 10.0 11.8

Bank guarantees on commercial contracts 1.3 5.0

Total 39.9 38.9

At December 31, 2018 and 2017 the guarantees undertaken by the Company, in the form of comfort

letters, amount to €1.8 and €1.7 million, respectively.

21. ENVIRONMENTAL INFORMATION Given its activity, the Company has no responsibilities, expenses, assets, liabilities or contingencies of an

environmental nature that may have a significant impact on its equity, financial position or results.

Therefore, no specific disclosures relating to environmental issues are included in the current notes to the

annual accounts.



Page 74

22. SUBSEQUENT EVENTS

As of the date of issuance of the annual accounts no significant subsequent events have occurred after the

reporting period which might affect the Company and that should be included in these notes to the annual

accounts.



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APPENDIX The subsidiaries of the Company as of December 31, 2018 and 2017 are:

Name Type of

company Country Registered Address Activity

Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)

Date of acquisition or creation (3)

Group companies

Amadeus Airport IT Americas, Inc. (4) Inc. U.S.A. 5950 Hazeltine National Drive, Suite 210. Orlando, Florida. 32822.

Software development 100% 100% 21.04.15

Amadeus Airport IT GmbH GmbH Germany Berghamer Str. 6 85435, Erding-Aufhasen. Software development 100% 100% 11.06.12 Amadeus Albania sh.p.k sh.p.k. Albania Bulevardi Deshmoret e Kombit, Tirana. Distribution 100% 100% 15.04.16 Amadeus América S.A. (5) Sociedad Anónima Argentina Ingeniero Enrique Butty 240 4° piso. Caba

CP 1001. Regional support 100% 100% 28.04.00

Amadeus Americas, Inc. Inc. U.S.A. 3470 NW 82nd Avenue Suite 1000 Miami,

Florida 33122. Regional support 100% 100% 17.04.95

Amadeus Argentina S.A. Sociedad Anónima Argentina Ingeniero Enrique Butty 240 4° piso. Caba

CP 1001. Distribution 95.50% 95.50% 06.10.97

Amadeus Asia Limited Limited Thailand 21st, 23rd and 27th Floor, Capital Tower. 87/1 All

Season Place. Wireless Road, Lumpini, Pathumwan. 10330 Bangkok.

Regional support 100% 100% 24.11.95

Amadeus Austria Marketing GmbH GmbH Austria Dresdnerstrasse 91/C1/4, 1200 Wien. Distribution 100% 100% 13.02.88 Amadeus Benelux N.V. N.V. Belgium Medialaan, 30. Vilvoorde 1800. Distribution 100% 100% 11.07.89 Amadeus Bilgi Teknolojisi Hizmetleri A.Ş. Anonim Şirketi Turkey İstanbul Havalımanı Serbest Bölgesi Plaza Ofis No:

1401 Kat: 14 34830 Yesilköy, İstanbul. Software development 100% 100% 03.04.13

Amadeus Bolivia S.R.L. S.R.L. Bolivia Equipetrol Norte. Calle J. Edificio "Rolea Center"

Piso 1. Oficinas E&D. Santa Cruz. Distribution 100% 100% 14.03.02



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Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Amadeus Bosna d.o.o. za marketing Sarajevo

d.o.o. Bosnia and Herzegovina

Midhat Karic Mitke 1, 71000 Sarajevo. Distribution 100% 100% 01.06.01

Amadeus Brasil Ltda. Limited Brasil Rua das Olimpiadas 205 – 5 andar, Sao Paulo

04551-000. Distribution 83.51% 83.51% 30.06.99

Amadeus Bulgaria EOOD Limited Bulgaria 1, Bulgaria Square, 16th Floor. Triaditza Region. 1463 Sofia.

Distribution 55.01% 55.01% 17.11.98

Amadeus Capital Markets, S.A., Sociedad Unipersonal

Sociedad Anónima Unipersonal

Spain Calle Salvador de Madariaga 1, 28027, Madrid. Financial activities 100% 100% 28.04.08

Amadeus Central and West Africa S.A. S. A. Ivory Coast 7, Avenue Nogues 08 BPV 228 Abidjan 01. Distribution 100% 100% 03.10.01 Amadeus Content Sourcing, S.A., Sociedad Unipersonal


Spain Calle Salvador de Madariaga 1, 28027, Madrid. Intermediation 100% 100% 11.06.14

Amadeus Corporate Business, AG AG Germany Berghamer Strasse 6. D-85435. Erding. Munich. Holding of shares 100% 100% 01.04.14 Amadeus Customer Center Americas S.A. Sociedad Anónima Costa Rica Oficentro La Virgen II.Torre Prisma, Piso 5, Pavas,

San José. Regional support 100% 100% 29.06.09

Amadeus Czech Republic and Slovakia s.r.o. s.r.o. Czech Rep Meteor Centre Office Park

Sokolovská 100 / 94 Praha 8 - Karlin 186 00. Distribution 100% 100% 19.09.97

Amadeus Data Processing GmbH (6) GmbH Germany Berghamer Strasse 6. D-85435. Erding. Munich. Data processing 100% 100% 15.04.88 Amadeus Denmark A/S (7) A/S Denmark Oldenburg Allé 3, 1.tv. DK-2630 Taastrup. Distribution 100% 100% 31.08.02 Amadeus Eesti AS AS Estonia Tuukri 19. 10152 Tallinn. Distribution 100% 100% 27.12.13 Amadeus Finance B.V. B.V. The

Netherlands De Entrée 99, 1101 HE Amsterdam. Financial activities 100% 100% 23.10.14

Amadeus France, S.A. (8) S.A. France Le Seine Saint Germain Bâtiment C, 2-8 Ave. Du

Bas-Meudon. F-92445 Issy-Les-Moulineaux Cedex. Distribution 100% 100% 27.04.98

Amadeus GDS LLP LLP Kazakhstan 48, Auezov Str., 4th floor, 050008, Almaty. Distribution 100% 100% 08.01.02 Amadeus GDS (Malaysia) Sdn. Bhd. Sdn. Bhd. Malaysia Suite 1005, 10th Floor. Wisma Hamzah-kwong

Hing. nº 1 Leboh Ampang. Kuala Lumpur 50100. Distribution 100% 100% 02.10.98



Page 77

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Amadeus GDS Singapore Pte. Ltd. Pte. Ltd. Singapore 1 Wallich Street #27-00 Guoco Tower, Singapore

078881. Distribution 100% 100% 25.02.98

Amadeus Germany GmbH GmbH Germany Zentrale Finanzen SiemensstaBe 1, 61352. Bad

Homburg. Distribution 100% 100% 07.08.99

AMADEUSGLOBAL Ecuador S.A. Sociedad Anónima Ecuador República del Salvador N35- 126 y Portugal,

Edificio Zanté; piso 2 oficina 206, Quito. Distribution 100% 100% 12.01.96

Amadeus Global Operations Americas, Inc. (4)

Inc. U.S.A. Corporate creations, Network Inc, 3411 Silverside Road #104 Rodney building, Wilmington, Delaware 19810. New Castle County.

Data processing 100% 100% 10.02.15

Amadeus Global Travel Distribution Ltd. Limited Kenya P.O. Box 6680-00100, 14, Riverside off Riverside

Drive, Grosvenor suite 4A, 4th Floor, Nairobi. Distribution 100% 100% 03.07.03

Amadeus Global Travel Israel Ltd. Limited Israel 14 Ben Yehuda St. 61264, Tel Aviv. Distribution 100% 100% 23.03.00 Amadeus GTD (Malta) Limited Limited Malta Birkirkara Road. San Gwann. SGN 08. Distribution 100% 100% 17.02.04 Amadeus GTD Southern Africa Pty. Ltd. Pty. Limited. South Africa Turnberry Office Park. 48 Grosvenor Road,

Bryanston. 2021 Johannesburg. Distribution 100% 100% 01.01.03

Amadeus Hellas, S.A. S.A. Greece Sygrou Ave. 157. 17121 N. Smyrni - Athens Distribution 100% 100% 02.02.93 Amadeus Honduras, S.A. (4) Sociedad Anónima Honduras Edificio El Ahorro Hondureño. Cía. de Seguros, S.A.

4to Nivel - Local B. Av. Circunvalación. San Pedro Sula.

Distribution 100% 100% 17.03.98

Amadeus Hong Kong Ltd. Limited China 3/F, Henley Building nº 5 Queen’s Road. Central

Hong Kong. Distribution 100% 100% 21.08.03

Amadeus Hospitality Americas, Inc. (4) Inc. U.S.A. 75 New Hampshire Ave, Portsmouth

NH 03801. Distribution and Software development

100% 100% 05.02.14

Amadeus Hospitality Asia Pacific Pte. Ltd. (4) Limited Singapore 600 North Bridge Road, #14-02 Parkview Square,

Singapore 188778. Distribution and Software development

100% 100% 05.02.14



Page 78

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Amadeus Hospitality Netherlands B.V. B.V. The Netherlands

Chasséveld 15-G 4811 DH Breda. Distribution and Software development

100% 100% 21.07.15

Amadeus Hospitality UK Limited (4) Limited U.K. Fourth Floor Drapers Court, Kingston Hall Road,

Kingston-upon-Thames, Surrey KT1 2BQ. Distribution and Software development

100% 100% 05.02.14

Amadeus Information Technology LLC Limited Liability Russia М. Golovin line 5, 2nd floor

107045, Moscow. Distribution 100% 100% 28.03.08

Amadeus Integrated Solutions Pty Ltd. Limited South Africa Turnberry Office Park, 48 Grosvenor Road,

Bryanston, Johannesburg. Distribution 100% 100% 30.08.11

Amadeus IT Group Colombia S.A.S. Limitada Colombia Carrera 11 No. 84 - 09 6° piso Edificio Torre

Amadeus, Bogotá. Distribution 100% 100% 25.07.02

Amadeus IT Pacific Pty. Ltd. Pty. Limited Australia Level 7 180 Thomas Street 2000 Haymarket,

Sydney. Distribution 100% 100% 18.11.97

Amadeus IT Services UK Limited Limited U.K. 3rd Floor First Point, Buckingham Gate, Gatwick,

West Sussex RH6 0NT. Distribution and Software development

100% 100% 13.07.88

Amadeus Italia S.p.A. Societá per Azioni Italy Via Morimondo, 26. 20143 Milano. Distribution 100% 100% 18.12.92 Amadeus Japan K.K. K.K. Japan SPP Ginza Building 5F, 2-4-9 Ginza, Chuo-Ku, Tokio

104-0061. Distribution 100% 100% 01.01.05

Amadeus Korea, Ltd Limited Republic of

Korea Kyobo Securities Building-Youldo 10F. Bldg. 26-4 Youido-dong, Yongdungpo-gu, Seoul 150-737.

Software development and software definition

100% 100% 14.11.11

Amadeus Lebanon S.A.R.L. S.A.R.L. Lebanon Gefinor Centre P.O. Box 113-5693 Beirut. Distribution 100% 100% 07.05.09 Amadeus Magyaroszag Kft Korlatolf

Felelossegu Tarsasag

Hungary 1075 Budapest. Madách Imre út 13-14. Budapest. Distribution 100% 100% 13.10.93

Amadeus Marketing (Ghana) Ltd. Limited Ghana 12 Quarcoo Lane, West Airport Residential Area,

Accra. Distribution 100% 100% 14.11.00

Amadeus Marketing Ireland Ltd. Limited Ireland 65 Charlemont Street Dublin 2. Distribution 100% 100% 20.06.01



Page 79

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Amadeus Marketing Nigeria Ltd. Limited Nigeria 26, Ladipo Bateye Street, G.R.A., Ikeja, Lagos. Distribution 100% 100% 18.05.01 Amadeus Marketing Phils Inc.

Inc. Philippines 36th Floor, LKG Tower Ayala Avenue, Makati City. Distribution 100% 100% 09.06.97

Amadeus Marketing Romania S.R.L. S.R.L. Romania 246C Calea Floreasca, Sky Tower Building, 19th

floor, 014476, Bucharest. Distribution 100% 100% 22.01.03

Amadeus Marketing (Schweiz) A.G. A.G. Switzerland Pfingstweidstrasse 60. Zurich CH 8005. Distribution 100% 100% 14.06.94 Amadeus México, S.A. de C.V. (9) Sociedad Anónima Mexico Pº de la Reforma nº 265, Piso 11. Col. Cuauhtemoc

06500 México D.F. Distribution 100% 100% 13.02.95

Amadeus North America Inc. (4) (10) Inc. U.S.A. 3470 NW 82nd Avenue Suite 1000 Miami, Florida

33122. Distribution 100% 100% 28.04.95

Amadeus Norway AS (7) AS Norway Post boks 6645, St Olavs Plass, NO-0129 Oslo. Distribution 100% 100% 31.08.02 Amadeus Paraguay S.R.L. S.R.L. Paraguay Luis Alberto de Herrera 195 esquina Fulgencio

Yegros. Edificio Inter Express - Piso 2, Oficina 202, Asunción.

Distribution 100% 100% 13.03.95

Amadeus Perú S.A. Sociedad Anónima Peru Víctor Andrés Belaunde, 147. Edificio Real 5,

Oficina 902. San Isidro, Lima. Distribution 100% 100% 12.10.95

Amadeus Polska Sp. z o.o. Sp. z o.o. Poland ul. Domaniewska 49, Warsaw 26-672. Distribution 100% 100% 17.12.92 Amadeus Revenue Integrity Inc. (4) (10) Inc. U.S.A. 3530 E. Campo Abierto, Suite 200, Tucson, AZ –

85718. Information technology

- 100% 07.11.03

Amadeus Rezervasyon Dağıtım Sistemleri A.Ş.

Anonim Şirketi Turkey Barbaros Plaza İş Merkezi. Dikilitaş Mah. Emirhan Cad. No:113 Kat:18 34349 Istanbul.

Distribution 100% 100% 11.05.94

Amadeus S.A.S. Société par Actions

Simplifiée France Les Bouillides, 485 Route du Pin Montard. Boite

Postale 69. F-06902 Sophia Antipolis Cedex. Software development and software definition

100% 100% 02.05.88

Amadeus Scandinavia AB Limited Sweden Hälsingegatan 49 6tr, Box 660 SE-113 84

Stockholm. Distribution 100% 100% 31.08.02



Page 80

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Amadeus Services Ltd. (11) Limited U.K. World Business Centre 3. 1208 Newall Road. Heathrow Airport. Hounslow TW6 2RB Middlesex.


Amadeus Slovenija, d.o.o. d.o.o Slovenia Dunajska 122, 1000 Ljubljana. Distribution 100% 100% 15.04.16 Amadeus Software Labs India Private Limited (12)

Limited India 6th Floor, Etamin Block, Prestige Technology Park-II, Marathahalli-Srajapur Outer Ring Road, 560103 Bangalore.

Software development and software definition

100% 100% 21.02.12

Amadeus Software Technology (Shanghai) CO., Ltd (4)

Limited China 1709 You You International Plaza, No.76 Pujian Road, Pudong New Area 200127 Shanghai.

Distribution and software development

100% 100% 05.02.14

Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal


Spain Edificio Iris, Ribera del Loira 4-6, 28042, Madrid. Distribution 100% 100% 23.09.98

Amadeus Taiwan Co. Ltd. Limited by shares Taiwan 12F, No. 77 Sec.3, Nan-Jing E. Rd. Taipei City. Distribution 100% 100% 10.07.08 Amadeus Travel IMS, S.L. (13) S.L. Spain Paseo Isabel La Católica, 6, 50009, Zaragoza. Software development 95% 24.88% 14.05.15 Amadeus Verwaltungs GmbH GmbH Germany Unterreut 6. 76135 Karlsruhe. Holding of shares 100% 100% 21.06.05

Amadeus Yemen Limited (11) Limited Yemen Al-Zubairi Street. Aman Tower Building – 6th

Floor. Sana’a. Distribution 100% 100% 31.10.08

Argo IT Tecnologia S.A. (14) Sociedad Anónima Brasil Rua do Paraiso, No. 148, planta 13, Sao Paulo,

Estado de Sao Paulo. Computer consulting 70% - 24.10.18

Bratys Development Srl (4) Srl Romania 3 Zarii Street, 5th District Bucharest. Information

technology 100% - 04.10.18

Content Hellas Electronic Tourism Services S.A.

Limited Liability Company

Greece 157, Syngrou Av., 3rd floor, N. Smyrni, 17121 Athens.

Distribution 100% 100% 14.09.09

CRS Amadeus America S.A. (15) Sociedad Anónima Uruguay Av. 18 de Julio 841. Montevideo 11100. Regional support - 100% 22.07.93 Digital Alchemy, LLC. (4) LLC. U.S.A. 8721 Airport Freeway Suite 200, N. Richland Hills,

Texas Data processing and Information technology

100% - 04.10.18



Page 81

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Enterprise Amadeus Ukraine Limited Liability Company

Ukraine Podil Plaza business center 30, Spasska street. 04070 Kyiv.

Distribution 100% 100% 22.10.04

Gestour S.A.S. (8) Société par Actions

Simplifiée France 16, Avenue de l’Europe, 67300 Schiltigheim. Software development - 100% 01.06.10

i:FAO AG (16)

AG Germany Clemensstrasse 9 60487, Frankfurt am Main. Holding of shares 90.02% 88.89% 25.06.14

i:FAO Bulgaria EOOD (16)

EOOD Bulgaria Antim Tower, Level 15, 2 Kukush Street, 1309 Sofia.

Software development 90.02% 88.89% 25.06.14

i:FAO Group GmbH (16) GmbH Germany Clemensstrasse 9, 60487 Frankfurt am Main. Distribution and

Software development 90.02% 88.89% 25.06.14

Latinoamérica Soluciones Tecnológicas SPA (17)

SPA Chile Isidora Goyenechea 2939 P/10, Las Condes, Santiago de Chile.

Distribution 100% 100% 21.02.14

Navitaire LLC LLC U.S.A. 333 South Seventh Street Suite 1800, 55402

Minneapolis. Software development 100% 100% 26.01.16

Navitaire Philippines Inc. Inc. Philippines 8767 Paseo De Roxas, Metro Manila, 16F

Philamlife Tower, 1200, Makati City, Manila. Software development 100% 100% 26.01.16

NMC d.o.o. Skopje d.o.o Macedonia Gradski Zid, Blok 4/8, 1000 Skopje. Distribution 100% 51% 15.04.16 NMTI Holdings, Inc. (4) Inc. U.S.A. Corporation Trust Center, 1209 Orange Street,

Wilmington, County of New Castle, Registry of Delaware 19801 - Delaware 4326008.

Holding of shares 100% 100% 05.02.14

Private Enterprise “Content Ukraine” (18) Limited Liability

Company Ukraine Podil Plaza business center 30, Spasska street.

04070 Kyiv. Distribution 100% 100% 23.08.06

PT Amadeus Technology Indonesia (19) Limited Liability

Company Indonesia UOB Plaza Floor 39, Unit 2, Jl. M.H. Thamrin No.

10, Jakarta 10230. Distribution 100% 100% 23.02.17

Pyton Communication Services B.V. B.V. The

Netherlands Schatbeurderlaan 10, Postbus 116 6002 AC Weert. Distribution and


Pyton Communication Services Deutschland GmbH (20)

GmbH Germany Kölner Straße 7A D - 51789 Lindlar. Software development 100% 100% 21.08.15



Page 82

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


SIA Amadeus Latvija SIA Latvia 8 Audeju Street, LV-1050 Riga. Distribution 100% 100% 31.08.02 Sistemas de Distribución Amadeus Chile, S.A.

Sociedad Anónima Chile Marchant Pereira No 221, piso 11. Comuna de Providencia, Santiago de Chile

Distribution 100% 100% 06.05.08

Sistemas de Reservaciones CRS de Venezuela, C.A.

C.A. Venezuela Av. Francisco de Miranda, Edif. Parque Cristal, Torre Este, Piso 3, Ofic 3 - 7A, Urb. Los Palos Grandes, Cod. Postal 1060, Caracas.

Distribution 100% 100% 14.11.95

The Rubicon Group, LLC. (4) LLC. U.S.A. 101 Marietta Street, Suite 3525, Atlanta GA 30303 Information

technology 100% - 04.10.18

Travel Audience, GmbH (21) GmbH Germany Elsenstraße 106 12435 Berlin. E-Commerce 100% 100% 23.11.11 TravelClick Asia Pty (4) Pty. Australia 291 Coventry Street. Melbourne, Australia 3205 Distribution 100% - 04.10.18 TravelClick Canada (4) Inc. Canada 1306 Wellington Street West Suite 300 & 500

Otawa, Ontario K1Y 4R1. Distribution 100% - 04.10.18

TravelClick Europe, S.L. (4) Sociedad Limitada Spain Via Augusta, 117. Barcelona, 08006. Distribution 100% - 04.10.18 TravelClick France, Eurl. (4) Eurl. France 12 Rue de la Chaussee D'Antin 75009, Paris. Distribution 100% - 04.10.18 TravelClick, Inc. (4) Inc. U.S.A. 55 W 46th St 27th floor. New York, NY 10036, EE.

UU. Distribution and Software development

100% - 04.10.18

TravelClick Singapore Pte. Ltd (4) Limited Singapore 8 Kallang Avenue #12-05, APERIA Tower 1

Singapore 339509 Distribution 100% - 04.10.18

Traveltainment GmbH GmbH Germany Carlo-Schmid-Straße 12 52146 Würselen/ Aachen. Software development 100% 100% 27.09.06 Traveltainment UK Ltd. (15) Limited U.K. Unit 102 Culley Court, Orton Southgate,

Peterborough, PE2 6WA. Software development - 100% 27.09.06

UAB Amadeus Lietuva UAB Lithuania Olimpieciu 1A-9B, LT-09200, Vilnius. Distribution 100% 100% 31.08.02

UFIS Airport Solutions AS AS Norway Cort Adelers gate 17, 0254 Oslo. Holding of shares 100% 100% 24.01.14



Page 83

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


UFIS Airport Solutions Holding Ltd. (22) (23) Limited Thailand Suvarnabhumi Airport Operation Building, 999 Moo 1, Suite Z4-007, Bangna-Trad KM 15 Road, Nong Prue, Bang Phli, Samutprakarn 10540.

Holding of shares 49% 49% 24.01.14

UFIS Airport Solutions (Thailand) Ltd. (22) (24)

Limited Thailand Suvarnabhumi Airport Operation Building, 999 Moo 1, Suite Z4-007, Bangna-Trad KM 15 Road, Nong Prue, Bang Phli, Samutprakarn 10540.


UFIS Airport Solutions Pte Ltd (11) (25) Limited Singapore 300 Beach Road #14-06, The Concourse,

Singapore 199555. Software development 100% 100% 24.01.14

Videopolis, S.A.S. (4) Société par Actions

Simplifiée France 8 place du Marché, Neuilly Sur Seine, 92200. Information

technology and Distribution

100% - 04.10.18

Videopolis.com, S.A. (4) Société par Actions Belgium Avenue Louise 523, 1050 Bruxelles. Information

technology 100% - 04.10.18

Zdirect, Inc. (4) Inc. U.S.A. 4712 Oleander Drive Myrtle Beach SC 29577. Information

technology 100% - 04.10.18

Zdirect.Biz Canada, Inc. (4) Inc. Canada 6 Hamilton Avenue North, Suite 206, K1Y 4R1

Ottawa, ON. Software development and Information technology

100% - 04.10.18

Joint ventures and associates

Amadeus Algerie S.A.R.L. S.A.R.L. Algeria 06, Rue Ahcéne Outaleb "les Mimosas" Ben

Aknoun. Distribution 40% 40% 27.08.02

Amadeus Egypt Computerized Reservation Services S.A.E. (26)

S.A.E. Egypt Units 81/82/83 Tower A2 at Citystars. Cairo. Distribution 100% 100% 28.03.05

Amadeus Gulf L.L.C. Limited Liability

Company United Arab Emirates

7th Floor, Al Kazna Insurance Building, Banyas Street. P.O. Box 46969. Abu Dhabi.

Distribution 49% 49% 27.12.03

Amadeus Libya Technical Services JV Limited Liability

Company Libya Abu Kmayshah ST. Alnofleen Area. Tripoli. Distribution 25% 25% 08.10.09



Page 84

Name Type of


Investment 31/12/2018 (%) (1) (2)

Investment 31/12/2017 (%) (1) (2)


Amadeus Maroc S.A.S. S.A.S. Morocco Route du Complexe Administratif. Aéroport Casa Anfa. BP 8929, Hay Oulfa. Casablanca 20202.


Amadeus Qatar W.L.L. W.L.L. Qatar Al Darwish Engineering W.W.L. Building nº 94 "D"

Ring road 250. Hassan Bin Thabit – Street 960. Doha.


Amadeus Saudi Arabia Limited (26) (27) Limited Saudi Arabia 3rd Floor, Diner’s Square Center, King Abdulaziz

Road P.O. Box no. 16196 Jeddah 21464. Distribution 100% 100% 06.05.04

Amadeus Sudani co. Ltd.

Limited Sudan Street 3, House 7, Amarat. Khartoum 11106. Distribution 40% 40% 21.09.02

Amadeus Syria Limited Liability (26) Limited Syria Shakeeb Arslan Street Diab Building, Ground Floor.

Abu Roumaneh, Damascus. Distribution 100% 100% 04.12.08

Amadeus Tunisie S.A. Société Anonyme Tunisia 41 bis. Avenue Louis Braille. 1002 Tunis – Le

Belvedere. Distribution 30% 30% 06.09.99

Jordanian National Touristic Marketing Private Shareholding Company

Limited Jordan Second Floor, nº2155, Abdul Hameed Shraf Street Shmaisani. Amman.


Qivive GmbH (11) (28) GmbH Germany c/o Rechtsanwälte Amend Minnholzweg 2b.

61476 Kronberg im Taunus. Information technology

33.33% 33.33% 26.02.03



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(1) In certain cases, companies are considered to be wholly-owned subsidiaries, even though local statutory obligations require them to have more than one shareholder or a specific

percentage of the capital stock owned by citizens and/or legal entities of the country concerned. These shareholders are not entitled to any economic right.

(2) Unless otherwise stated, all share percentages are direct.

(3) In the case of various investments or capital increases, the date of acquisition or creation refers to the first one.

(4) The share percentage in these companies is held through Amadeus Americas, Inc.

(5) The share percentage in this company is 95% direct and 5% indirect, through Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal.

(6) The share percentage in this company is held through Amadeus Verwaltungs GmbH.

(7) The share percentage in these companies is held through Amadeus Scandinavia AB.

(8) On November 1, 2018, with retroactive effective since January 1, 2018, the companies Amadeus France, S.A. and Gestour S.A.S. were merged. The resulting company was named Amadeus

France, S.A.

(9) The share percentage in this company is 98% direct and 2% indirect, through Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal.

(10) On January 1, 2018, the companies Amadeus North America Inc. and Amadeus Revenue Integrity were merged. The resulting company was named Amadeus North America Inc.

(11) These companies are in the process of being liquidated.

(12) The share percentage in this company is 99.99 % indirect, through Amadeus S.A.S. and 0.01% through Amadeus Asia Limited.

(13) On March 22, 2018, the company Hiberus Travel IO Soltuions, S.L. became Group company, previously considered joint venture. The name of this company has been changed to Amadeus

Travel IMS, S.L.

(14) The share percentage in this company is held through Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal.

(15) This company has been liquidated during 2018.

(16) The share percentage in these companies is held through Amadeus Corporate Business, AG.

(17) The share percentage in this company is held through Sistemas de Distribución Amadeus Chile, S.A.

(18) The share percentage in this company is held through Enterprise Amadeus Ukraine.

(19) The share percentage in this company is 99% direct and 1% indirect, through Amadeus Asia Limited.

(20) The share percentage in this company is held through Pyton Communication Services B.V.

(21) The share percentage in these companies is held through Traveltainment AG.

(22) The control of these companies is held through Amadeus Asia Limited.

(23) The Company controls 79.35% of the voting rights of this company.

(24) The share percentage in this company is 49% indirect, through Amadeus Asia Limited and 25% indirect, through UFIS Airport Solutions Holding Ltd. The Company controls 89.47% of the

voting rights of this company.

(25) The share percentage in this company is held through UFIS Airport Solutions AS.

(26) These companies are considered joint ventures, as the Company does not have control over them according to contractual agreements. There are no restrictions for transferring funds.

(27) The share percentage in this company is 95% direct and 5% indirect, through Pyton Communication Services, B.V.

(28) The share percentage in this company is held through Amadeus Germany GmbH.


Directors’ Report for the year ended December 31, 2018

DIRECTORS’ REPORT OF AMADEUS IT GROUP, S.A.

Given the structure and operative processes of Amadeus Group, the Management considers that the Group

Directors’ Report shows a more adequate overview of the Group activity than the standalone financial

information of Amadeus IT Group, S.A. The aforementioned report is part of the consolidated annual

accounts.

1. INTRODUCTION

The management team continued its focus on strengthening the value proposition for our clients. On one

side, securing the most comprehensive content for our travel agency subscribers and on the other,

widening our global reach via market share gains and building our product portfolio and functionalities,

both in the distribution and the IT solutions businesses. We continue to invest in order to maintain our

technology leadership position and our competitive edge and aim to strengthen our leadership position in

all of our businesses whilst expanding our reach, particularly in our new initiatives in the IT solutions

businesses.

The following are some selected business highlights for 2018:

DISTRIBUTION

During 2018, we signed 50 new contracts or renewals of content or distribution agreements with airlines, including Vistara, United Airlines, Scandinavian Airlines (SAS) and Norwegian. Subscribers to Amadeus’ inventory can access c. 115 low cost carriers (LCCs) and hybrid carriers’ content worldwide. LCC and hybrid carriers’ bookings grew 13% in 2018.

Several airlines and travel sellers joined our NDC-X program during 2018, including American Airlines, Travix, Carlson Wagonlit Travel or American Express Global Business Travel. The NDC-X program, which we unveiled in February, brings together all of Amadeus’ NDC activities – as an IT provider and an aggregator – under one roof, so that all relevant travel content from any source (EDIFACT, NDC, proprietary APIs and other aggregated content) can be distributed via any user interface or device.

In March, we signed an agreement with Air France KLM enabling distribution through a Private Channel. Amadeus travel seller customers which enact a Private Channel agreement with Air France-KLM will be able to book Air France KLM content through Amadeus without a surcharge, which started to be levied from April 2018.

Our merchandising solutions continued to gather interest from our customers. A total of 18 airlines signed up for Amadeus Airline Ancillary Services for the indirect channel and 16 airlines signed for Amadeus Fare Families in 2018. As of December 31, 2018, 151 airlines had Amadeus Airline Ancillary Services (from which 128 had already implemented it) and 81 had Amadeus Fare Families (of which 69 had already implemented the solution).

IT SOLUTIONS Corporations

In November, we announced that Bosch will implement Amadeus cytric Travel, the Amadeus corporate self-booking tool. Bosch will also implement Amadeus’ Mobile platform. Thanks to these solutions, Bosch will be able to offer its corporate travelers a seamless process from planning and booking their trip to submitting travel expenses. Bosch employees will additionally benefit from on-trip support, such as assistance with directions, securing reliable ground transportation or making restaurant reservations.

Airline IT

At the close of December, 214 customers had contracted either of the Amadeus Passenger Service Systems (Altéa or New Skies) and 204 had implemented them.

During the year, several airlines including S7 Airlines, Bangkok Airways, Philippine Airlines (PAL), Peruvian Airlines and Cyprus Airways signed up for the full Altéa suite, including the reservation, inventory, ticketing and departure control modules. The Altéa suite will help these airlines to enhance customer experience by delivering more consistent and personalized customer service, develop new revenue streams, and improve operational efficiency. KC International Airlines, a new Cambodian carrier and Volaris Costa Rica contracted and implemented New Skies. Hawaiian Airlines, the Honolulu-based airline, selected Amadeus Altéa Departure Control Flight Management.

In August, Easyjet contracted Amadeus SkySYM by Optym to improve the reliability of its flight schedules. SkySYM simulates airline schedules in the planning stage to improve schedule reliability and ensure smooth operations on the actual day of the flight.

In October, Southwest Airlines signed up for the full Amadeus Sky Suite by Optym with a 10-year agreement. The suite of five industry-first solutions gives Southwest Airlines the most comprehensive and advanced technology for all its network planning, simulation, forecasting and optimization needs.

During the year we announced that Singapore Airlines and Avianca had both implemented Amadeus Altéa NDC.

We also collaborated with Lufthansa on its new biometric boarding solution using facial recognition. This innovative pilot, enabled through a collaboration between Amadeus, U.S. Customs and Border Protection (CBP), Los Angeles World Airports Authority (LAWA), and Vision Box, is available since March, for Lufthansa flights at Los Angeles International Airport (LAX). The airline intends to expand the pilot program to additional U.S. gateways and other passenger touchpoints.

Additionally, during 2018, a total of 8 airlines had contracted Amadeus Revenue Management, including Finnair; 7 airlines had contracted Amadeus Anytime Merchandising including Singapore Airlines; 5 for Passenger Recovery and 7 for Customer Experience Management, including Garuda Indonesia. Also, Malaysia Airlines contracted for Amadeus Revenue Accounting.

http://www.amadeus.com/nablog/2018/03/take-a-load-off-with-amadeus-flight-management/airlines

http://www.amadeus.com/nablog/2018/03/take-a-load-off-with-amadeus-flight-management/airlines

Hospitality

During the year, we continued to progress in the roll-out of the Guest Reservation System with InterContinental Hotels Group, which has been completed successfully in the fourth quarter. InterContinental Hotels Group ‘s more than 5,600 properties across 15 brands and more than 100 countries are now live. Going forward, there will be future updates to the platform bringing enhanced features and functionality, including attribute-based selling.

In August, we announced an agreement to acquire TravelClick for €1,336.2 million. TravelClick provides innovative cloud-based solutions, including an independent and mid-sized hotel Central Reservation System (CRS) and Guest Management Solution (GMS), as well as business intelligence and media solutions. The addition of TravelClick’s solutions to the Amadeus portfolio will create a hospitality leader providing a broad range of innovative technology to hotels and chains of all sizes across the globe. In October, following the regulatory approvals, Amadeus announced it had completed the acquisition.

In November, we announced that NH Group had joined TravelClick’s Demand360 program which gives hoteliers unique access to forward-looking demand data and allows hoteliers to develop optimal strategies for maximizing revenue. Working with TravelClick’s Demand360 provides hotels with an understanding of the booking trends in their local market, while giving them the ability to know what actions to take to drive performance and ensure that they are getting their fair share of bookings through the right segment and channel.

Airport IT

ASA Cape Verde Airports, a customer of Amadeus’ Airport Common Use Service (ACUS), contracted ACUS Mobile.

We also saw increasing interest from customers in Amadeus Extended Airline System Environment (EASE) and we signed contracts with airports such as Killeen-Fort Hood Regional Airport, JFK Airport, Los Angeles International Airport, Bozeman Yellowstone International Airport BZN and Charleston County Aviation Authority.

Payments

In April, we launched a new solution to facilitate payments of bookings made through airlines’ call centers. Rather than having to discuss payment details over the phone, with Amadeus Agent Pay airline agents send their customers a link, via SMS or email, to a secure webpage, so that the traveler can then complete the payment from their smartphone, tablet or PC. Meanwhile, the ticket is kept on hold, and issued automatically once the payment is complete. Finnair is using it not only for its call center but also for its chat-based customer service agents.

Rail

Swiss Federal Railways (SBB) contracted Amadeus to design and power its new intelligent and flexible booking solution, which will be used across all of SBB’s sales channels –online, at stations and third parties-.

In September, we expanded our distribution agreement with SNCF, the French national railway. Thanks to this agreement, travel agencies beyond Europe will have access to SNCF rail content for the first time.

Other announcements

1. In the last quarter of the year, Standard & Poor’s and Moody’s confirmed their rating s and outlook. Moody’s a ‘Baa2’ long-term rating for Amadeus, with a stable outlook, and Standard & Poor’s its 'BBB’ long-term and ‘A-2’short-term ratings, with a positive outlook.

2. Over the past few months, we have announced several changes to our Executive Committee:

Wolfgang Krips, former Senior Vice President of Technology Platform Engineering at Amadeus (TPE), has been appointed Senior VP Strategy, an appointment driven by the increasing technological profile of Amadeus.

Dietmar Fauser has been appointed Senior Vice President of TPE, taking over from Mr. Krips. Mr. Fauser, who has been with Amadeus since 1998, was until recently Vice President of Core Platforms and Middleware (CPM) and played a significant role in recent years in building the TPE organization.

Francisco Perez-Lozao, now Senior Vice President Hospitality, will focus exclusively and lead the Hospitality business, recently strengthened by the TravelClick acquisition.

The other new business units will be led by Stefan Roper, appointed Senior Vice President of Strategic Growth Businesses. Mr. Roper brings over 20 years’ international experience across the technology industry, both in innovative fast-growth environments and with major tech players.

2. ECONOMIC RESULTS

2.1 Results of operations 2.1.1 Operating revenue

Trade revenue for the year ended December 31, 2018 was €4,515.5 million, while for the same twelve-

month period ended December 31, 2017 was €4,303.5 million , which represents an increase of 4.9%.

The Company’s revenue comes mainly from the distribution and IT solutions areas.

Revenue from the Distribution area was €3,272.5 million for the year ended December 31, 2018 which

represents a 72.5% of the total trade revenue. The amount of this kind of revenue registered in the same

twelve-month period ended December 31, 2017 amounted to €3,123.9 million, with an increase of 4.8%.

Revenue from the IT Solutions area was €1,243.0 million for the year ended December 31, 2018 which

represents a 27.5% of the total trade revenue. The amount of this kind of revenue registered in the same

twelve-month period ended December 31, 2017 amounted to €1,179.6 million, with an increase of 5.4%.

The total air travel agency bookings net of cancellations registered in the year ended December 31, 2018

was 580.2 versus 568.4 million bookings registered the same twelve-month period ended December 31,

2017, with an increase of 2.1%.

2.1.2 Operating expenses

Operating expenses for the year ended December 31, 2018 amounted to €4,250.6 million, while for the

same twelve-month period ended December 31, 2017 were €3,968.6 million, which represents an increase

of 7.1%.

The most significant operating expenses are the distribution fees paid to Amadeus Commercial

Organisations (hereafter ACOs), travel agencies and airlines. During the year ended December 31, 2018 the

distribution fees amounted to €832.5 million, whereas for the same period ended December 31, 2017 were

€901.1 million.

Operating expenses, other than distribution fees, include mainly the following concepts:

Data processing fees, which amounted to €561.8 million for the year ended December 31, 2018,

registering an increase of 29.0% in comparison to the same twelve-month period ended December 31,

2017, when these costs amounted to €435.4 million.

Personnel expenses (salaries and social costs), that for the year ended December 31, 2018 amounted

to €116.5 million, whereas for the same twelve-month period ended December 31, 2017 amounted to

€110.5 million, registering an increase of 5.4%.

Amortization expenses, which passed from €269.0 million for the year ended December 31, 2017 to

€279.5 million for the year ended December 31, 2018, registering an increase of 3.9%.

External services expenses, which include, among others, general and administrative expenses, central

activities of publicity, public relations and conventions, as well as consultancy services. External services

expenses for the year ended December 31, 2018 amounted to €98.6 million whereas for the same

twelve-month period ended December 31, 2017 were €65.9 million, registering an increase of 49.7%.

2.1.3 Operating profits and net results Operating profit increased from €420.7 million for the twelve-month period ended December 31, 2017, to €430.7 million for the same period ended December 31, 2018, registering an increase of 2.4%. Finally, during financial year ended December 31, 2018 the Company has registered a net profit after taxes amounting to €608.4 million, whereas for same twelve-month period ended December 31, 2017, the net profit after taxes amounted to €596.1 million.

2.2 Headcount From a year-end perspective, the Amadeus staff and Board of Directors members as at December 31, 2018 amounted to 1,005 FTEs, whereas for 2017 amounted to 1,039 FTEs. The average FTEs during 2018 amounted to 976, while for 2017 amounted to 982, registering a decrease of 0.6%.

3. FINANCIAL RISK AND CAPITAL MANAGEMENT

The Company has exposure, as a result of the normal course of its business activities, to foreign exchange,

interest rate, own shares price evolution, credit and liquidity risk. The goal of the Company is to identify,

measure and minimize these risks using the most effective and efficient methods to eliminate, reduce, or

transfer such exposures. With the purpose of managing these risks, in some occasions, the Company enters

into hedging activities with derivatives and non-derivative instruments.

3.1. Foreign exchange rate risk

The Company uses the Euro as its functional currency. As a result of the multinational orientation of its

business, the Company is subject to foreign exchange rate risk derived from the fluctuations of different

currencies. The Company’s exchange rate hedging strategy aims to protect the EUR value of cash flows

denominated in foreign currency. The instruments used to achieve this goal depend on the currency in

which the operating cash flow to be hedged is denominated:

The strategy used to cover US Dollar (USD) exposures is based on the use of natural hedges and

derivatives. This strategy aims at reducing the exposure created by the USD denominated net operating

cash inflows of the Company with the USD payment of principal of the USD denominated debt and with

derivatives. Although as of December 31, 2018, there is USD denominated debt with Group companies,

this debt has not been designated as hedge instrument.

Aside from the USD, the main foreign currency exposures are expenditures denominated in a variety of

foreign currencies. The most significant of these exposures are denominated in Sterling Pounds (GBP),

Indian Rupees (INR), Australian Dollars (AUD) and Singapore Dollars (SGD). For these exposures, a

natural hedge strategy is not possible. In order to hedge a portion of the aforementioned short

exposures, the Company enters into derivative contracts with financial entities, basically currency

forwards, currency options and combinations of currency options.

3.2. Interest rate risk

The objective of the Company in terms of interest rate risk management is to reduce the volatility of the

net interest flows payable. At December 31, 2018 and 2017, approximately 71.2% and 77.8%, respectively,

of the Company’s borrowings were at fixed interest rate. Given the high proportion of fixed rate debt as of

December 2018 and 2017, no interest rate hedges were hedging the outstanding debt as of these dates.

Although the interest rate swaps fix the amount of interests to be paid in the coming years, their fair values

are sensitive to changes in interest rates.

During 2018 there has been an increase in the sensitivity of the EUR denominated debt to the movements

of the interest rate curve with respect to the previous year. This increase is due to the issuance of three

new Eurobonds with a total notional of €1,500 million and maturities 2022, 2023 and 2026. This new debt

increases both total amount of outstanding debt and the average time to maturity of the Company’ debt.

The fair value of the instruments is sensitive to the changes of the level of interest rates.

In the case of the floating interest rate debt, the spread payable on this debt is fixed and therefore its fair

value is sensitive to changes in the level of interest rates.

3.3. Own shares price evolution risk

The Company has three different remuneration schemes for managers and employees which are referenced to Company’s shares: The Performance Share Plan (PSP), the Restricted Share Plan (RSP) and the Share Match Plan (SMP).

According to the conditions of these plans, at their maturity, the beneficiaries will receive a number of shares, that for the plans granted, will depend on the achievement of certain performance conditions. The Company will use treasury shares to cover this remuneration schemes.

3.4. Credit risk

Credit risk is the risk that a counterparty to a financial asset will cause a loss for the Company by failing to discharge an obligation.

Amadeus’ cash and cash equivalents are deposited in major banks on the basis of diversification and the credit risk of the available investment alternatives.

The credit risk of Amadeus’ customer accounts receivable is mitigated by the fact that the majority are settled through the clearing houses operated by the International Air Transport Association (“IATA”) and Airlines Clearing House, Inc. (“ACH”).

These systems guarantee that the cash inflows from our customers will be settled at a certain fixed date and mitigate the credit risk partially by the fact that the members of the clearing house are required to make deposits that would be used in the event of default. Moreover, our customer base is large and unrelated which results in a low concentration of our credit risk.

3.5. Liquidity risk

The Company is responsible for providing the cash needed by all the companies of the Group. In order to perform this task more efficiently, the Company concentrates the excess liquidity of the subsidiaries and channel it to the companies with cash needs.

This allocation of the cash position among the companies of the Group is mainly made through:

A cash pooling agreement with most of the subsidiaries located in the Euro area.

Through bilateral Treasury Optimization agreements between Amadeus IT Group, S.A. and its

subsidiaries.

The Company monitors the Group’s cash position through rolling forecasts of expected cash flows. These forecasts are performed by the subsidiaries of the Group and later on consolidated in order to examine both the liquidity situation and prospects of the Group and its subsidiaries.

Additionally, the Company has access to a ‘Revolving Credit Facility’. This facility has a notional of €1,000

million and can be used to cover working capital needs and general corporate purposes.

At December 31, 2018, this facility for a total amount of €1,000 million were fully unused.

3.6. Capital management

The Company manages its capital to ensure that the Group companies will be able to continue as a going

concern while continuing to generate returns to shareholders and to benefit other stakeholders through

the optimisation of the leverage ratio.

The Company bases its capital management decisions on the relationship between the earnings and free

cash flows and its debt amount and debt service payments.

The credit rating granted by the agency Standard & Poor’s Credit Market Service Europe Limited to the

Company is ‘BBB/A-2’, with positive outlook. The credit rating granted to the Company by the agency

Moody’s Investors Service España, S.A. is ‘Baa2’, with stable outlook.

The Company considers that the ratings awarded, would allow access to the markets, if necessary, on

reasonable terms.

4. EXPECTED BUSINESS EVOLUTION

Macroeconomic environment Given that Amadeus operates transaction-based business models, our operating results are highly linked to travel volumes (mainly bookings made by travel agencies connected to the Amadeus Distribution system, or passengers boarded by airlines using our IT solutions) at a global scale. Amadeus’ businesses and operations are largely dependent on the worldwide travel and tourism industry, which is sensitive to general economic conditions and trends.

In January 2019, the IMF updated its World Economic Outlook, reporting that the growth of the global economy is expected to decelerate in 2019, growing at 3.5%, vs. 3.7% in 2018.

1. Growth in the advanced economies is projected to slowdown (2.0% in 2019 vs. 2.3% in 2018) mainly driven by slowdowns expected in the United States (2.5% in 2019, vs. 2.9% in 2019) and the Euro Zone (1.6% in 2019 vs. 1.8% in 2018).

2. Growth in the emerging markets and developing economies are also expected to decelerate (4.5% in 2019 vs. 4.6% in 2018) reflecting contractions in Argentina and Turkey, as well as the impact of trade actions on China and other Asian economies.

IATA believe that the slowdown in economic growth coupled with rising fuel costs will lead to a deceleration in air traffic growth, which is expected to expand by 6.0% 1 in 2019 (vs. 6.5% in 2018). All regions are expected to perform positively: Africa (5.0%), Asia-Pacific (7.5%), Middle-East (5.5%), Latin America (6.0%), North America (4.5%) and Europe (5.5%).

1 IATA Airline Industry Economic Performance-December 2018

Amadeus strategic priorities and expected business evolution in 2018 Amadeus is a leading technology provider for the travel industry. Amadeus has built commercial

relationships with players across the industry, including airlines, travel agencies, hotels and airports, among

others, and across the globe (with presence in more than 190 countries). Amadeus has invested

consistently over the years to have a unique technology offering. Having market leading and cutting-edge

technology allows us to serve our customers better, to customize more efficiently and to continue

innovating.

In distribution, we see growth coming from adding travel providers and travel agencies to our network, as

well as from expanding the content offering distributed through Amadeus. In airline IT, future growth will

be driven by (i) implementing new customers to our current solutions, (ii) increasing the penetration of our

solutions within our current customer base, and (iii) expanding our portfolio of solutions to address

customer needs. Additionally, we expect growth to come from our new businesses, including hospitality,

airport IT, payments, rail and travel intelligence, as we progress in each of them, and as we materialize the

synergies between the different verticals.

In Distribution, we see growth coming from adding travel providers and travel agencies to our network, as well as from expanding the content offering distributed through Amadeus. In Airline IT, future growth will be driven by (i) implementing new customers to our current solutions, (ii) increasing the penetration of our solutions within our current customer base, and (iii) expanding our portfolio of solutions to address customer needs. Additionally, we expect growth to come from our new businesses, including Hospitality, Airport IT, Payments and Rail, as we progress in each of them. In 2019, we expect to continue evolving positively. In Distribution, we expect to maintain our leadership position, supported by our sustained investment in R&D and focus on innovation, global footprint, local market understanding and industry expertise. In Airline IT, our PSS business will continue to expand as we implement our upcoming, contracted migrations, while also benefiting from the full-year impact of the 2018 customer implementations. This is despite the full-year negative impact from LATAM Airlines Brasil (formerly TAM Airlines), which de-migrated in 2018. Beyond the PSS business, we continue to invest on enhancing and expanding our solutions portfolio in order to sustain our upselling activity, with particular focus on the areas of merchandising, personalization, revenue optimization, digitalization, and disruption management. In Hospitality IT, we have now fully implemented the first version of the Guest Reservation System with InterContinental Hotels Group. In 2018, we also completed the acquisition of TravelClick, which provides innovative cloud-based solutions, including an independent and mid-size hotel Central Reservation System and Guest Management Solution, as well as business intelligence and media solutions. During 2019, we will continue the process of integrating TravelClick’s solutions to the Amadeus portfolio, while also continuing to invest in further product development, creating a hospitality leader that provides a broad range of innovative technology to hotels and chains of all sizes across the globe.

Investing in technology is a key pillar to our success. In 2019, Amadeus will continue to invest in R&D to support long term growth through new customer implementations, product evolution, portfolio expansion (including non-air IT diversification) and cross-area technological projects. We will continue investing for our NDC vision, which is to develop an integrated solution that can be widely adopted by both travel agencies and airlines to deliver sustainable results on a scale that matters. Also, we will progress on our shift to next-generation technologies and cloud services, as well as the application of new technologies, such as artificial intelligence and machine learning. Amadeus has a proven track record of operating a solid and resilient business model that results in strong cash generation, allowing for sustained investment in R&D and innovation, as well as for shareholder remuneration, while maintaining a flexible capital structure. Ordinary dividends paid have grown consistently every year since our IPO, at an average annual rate of 23% and we have complemented this with share repurchases.

5. RESEARCH AND DEVELOPMENT ACTIVITIES Research and development (R&D) is core to the company’s strategy and key to a sustainable competitive advantage. In addition, R&D activities help increase efficiency and improve the Amadeus System functionality, as well as to reduce maintenance and operating costs. The Company is continuously investing in its systems, including the development of new products and functionalities, as well as the evolution of the existing platform, based on the latest state-of-the-art technology available. The group has 16 development centers, including 3 regional centers and the central development sites in Nice and Bangalore. During the year ended December 31, 2018, Amadeus expensed €323.4 million for R&D activities and capitalized €573.0 million (before deducting any incentives), which compares to €299.0 million and €464.0 million, respectively, in 2017. Our R&D investment enables us to offer some of the most advanced, integrated and powerful business tools available in the market, in order to deliver a best-in-class service to airlines and travel agencies. Indeed, Amadeus offers enhanced functionalities, such as advanced search and booking engines, both for travel agencies and travel providers. In addition, our product offering addresses the Passenger Service Systems for airlines, enabling processes such as central reservation, inventory management, departure control and e-commerce, as well as providing direct distribution technologies. We are also expanding our airline IT Solutions offering and we are seeking to grow our market share within the non-airline IT Solutions markets, including the hotel, rail and airport IT markets.

6. TREASURY SHARES

On December 14, 2017, the Board of Directors of the Company agreed on a Share buy-back programme

for the purchase of ordinary shares of the Company subject to a capped maximum amount of aggregate

total consideration of €1,000 million and a maximum of 25,000,000 shares, representing 5.69% of the share

capital of the Company. The programme was structured in a first non-cancellable tranche amounting €500

million, and a second tranche amounting €500 million, cancellable under Company judgement.

During the year 2018, the Company has acquired 7,554,070 shares under the aforementioned Share Buy-

back programme, by a total amount of €500 million (including transaction fees amounting to €2.8 million),

which was included in the ‘Other current financial liabilities’ caption as of December 31, 2018. The Share

Buy-back programme was terminated on December 6, 2018.

On October 11, 2018, the Board of Directors of the Company agreed the cancelation of the aforementioned

second tranche of the Share Buy-back programme.

During 2018, 896 shares have been exchanged, so, there still remain 75,750 shares pending to be

exchanged by the former minority shareholders of the Absorbed Company.

In accordance with the legislation in force and the announcement of the exchange ratio, the shares of the

Absorbed Company not presented in the exchange before the deadline, will be substituted by shares of the

Absorbing Company and will be deposited for a three years period starting from the day of the deposit’s

constitution, all aforementioned complies with the exchange ratio foreseen in the article 117 of the Royal

Decree 1/2010, July 2, by which the wording of the Spanish Capital Companies Act is approved and should

act as proceeds.

Additionally, the Company has used the treasury shares portfolio held at December 31, 2017, to cover the

remuneration schemes consisting in the delivery of shares to employees and/or managers, and also the

other Group companies remuneration programs. During 2018, the Company delivered 408,137 shares to

cover the remuneration schemes aforementioned.

7. SUBSEQUENT EVENTS

As of the date of issuance of the annual accounts no significant subsequent events have occurred after the

reporting period which might affect the Company.

8. NON-FINANCIAL AND DIVERSITY INFORMATION

The non-financial and diversity information is included in the Consolidated Directors' Report, which is part

of the consolidated annual accounts of Amadeus Group, in accordance with the Spanish Capital Companies

Act. The aforementioned report is submitted to the Commercial Registry of Madrid.

9. CORPORATE GOVERNANCE ANNUAL REPORT AND COMPLEMENTARY INFORMATION

1

FISCAL YEAR ENDING 31/12/2018

ANNUAL REPORT ON CORPORATE GOVERNANCE OF LISTED STOCK

CORPORATIONS

IDENTIFICATION DETAILS OF ISSUER

Tax Identification No. A-84236934 [C.I.F.]

Company Name:

AMADEUS IT GROUP, S.A.

Registered Office:

SALVADOR DE MADARIAGA, 1, 28027 MADRID

2

ANNUAL REPORT ON CORPORATE GOVERNANCE OF LISTED STOCK CORPORATIONS

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CAPITAL STRUCTURE

A.1 Complete the table below with details of the share capital of the Company:

Date of last modification

Share capital (Euros) Number of shares Number of voting

rights

04 /08 /2015 4,388,225.06 438,822,506 438,822,506

Please state whether there are different classes of shares with different

associated rights:

Yes No X

A.2 Please provide details of the Company’s significant direct and indirect

shareholders at year end, excluding any Directors:

Name or corporate name of shareholder % of shares carrying voting

rights

% of voting rights through financial instruments

% of total voting

rights

Direct

Indirect

Direct

Indirect

CAPITAL RESEARCH AND MANAGEMENT COMPANY 5.02 5.02

MASSACHUSETTS FINANCIAL SERVICES COMPANY 5.02 5.02

DEUTSCHE BANK, A.G. 1.82 3.03 4.85

BLACKROCK INC. 5.36 0.13 5.49

Breakdown of the indirect holding:

Name of indirect shareholder Name of direct shareholder % of shares

carrying

voting

rights

% of voting

rights

through

financial

instruments

% of total

voting

rights

CAPITAL RESEARCH AND MANAGEMENT COMPANY Mutual Funds managed by CRMC 5.02 5.02

MASSACHUSETTS FINANCIAL SERVICES COMPANY Collective Investment Funds 5.02 5.02

BLACKROCK INC. Group entities of Blackrock Inc. 5.36 0.13 5.49

A.3 In the following tables, list the members of the Board of Directors

(hereinafter “Directors”) with voting rights in the Company:

Name of Director

% of shares

carrying voting

rights

% of voting rights

through financial

instruments

% of

total

voting

rights

% voting rights that can be

transmitted through

financial instruments

Direct Indirect Direct Indirect Direct Indirect

MR. JOSE ANTONIO TAZÓN GARCÍA 0.06 0.06 MR. LUIS MAROTO CAMINO 0.04 0.03 0.07 MR. PIERRE-HENRI GOURGEON 0.00% MR. DAVID WEBSTER 0.00%

Total percentage of voting rights held by the Board of Directors

0.13

A

4

Breakdown of the indirect holding:

N/A

A.4 If applicable, state any family, commercial, contractual or corporate relationships

that exist among significant shareholders to the extent that they are known to

the Company, unless they are insignificant or arise in the ordinary course of

business, except those that are reported in Section A.6:

N/A

A.5 If applicable, state any commercial, contractual or corporate relationships that

exist between significant shareholders and the Company and/or group, unless

they are insignificant or arise in the ordinary course of business:

N/A

A.6 Describe the relationships, unless insignificant for the two parties, that exist

between significant shareholders or shareholders represented on the Board

and Directors, or their representatives in the case of proprietary Directors.

N/A

Explain, as the case may be, how the significant shareholders are represented.

Specifically, state those Directors appointed to represent significant

shareholders, those whose appointment was proposed by significant

shareholders and/or companies in its group, specifying the nature of such

relationships or ties. In particular, mention the existence, identity and post of

Directors, or their representatives, as the case may be, of the listed Company,

who are, in turn, members of the Board of Directors or their representatives

of companies that hold significant shareholdings in the listed Company or in

group companies of these significant shareholders.

A.7 State whether the Company has been notified of any shareholders’ agreements

that may affect it, in accordance with Articles 530 and 531 of the Ley de Sociedades

de Capital (“Capital Companies Act” or “LSC”). If so, describe these agreements and

list the party shareholders:

Yes No X

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State whether the Company is aware of any concerted actions among its

shareholders. If so, provide a brief description:

Yes No X

If any of the aforementioned agreements or concerted actions have been

modified or terminated during the year, please specify expressly:

A.8 State whether any individual or company exercises or may exercise control over

the Company in accordance with Article 5 of the Ley de Mercados de Valores

(“Spanish Securities Market Act” or “LMV”). If so, please identify them:

Yes No X

A.9 Complete the following table with details of the Company’s treasury shares:

At the close of the year:

Number of direct shares Number of indirect shares (*) Total percentage of share

capital

8,214,289 0 1.87%

Explain any significant changes during the year:

7,554,070 treasury shares were acquired during fiscal year 2018 under the share buy-back Programme that finished on December 6, 2018.

In addition, a total of 120,295 treasury shares have been acquired, directly or indirectly

through any of the Amadeus subsidiaries, meanwhile a total of 528,432 treasury shares

have been transferred, all of them with the purpose of complying with employees’

compensation share‐based schemes (Executive Director and Senior Management included).

A.10 Provide a detailed description of the conditions and terms of the authority given

to the Board of Directors to issue, repurchase, or dispose of treasury shares.

To authorize the Board of Directors of the Company to carry out derivative purchases of the Company’s shares, both directly by the Company itself and indirectly by its subsidiaries, in the following terms: (a) Acquisition mode: the purchase can be made as a sale and purchase, exchange (permuta), payment in kind (dación en pago) or by any other means permitted by law, on one or more occasions, (b) Maximum number of shares: the nominal value of the number of shares to be acquired, aggregated with those already belonging to the Company and to any company of the Group, cannot exceed ten per cent (10%) of the share capital; (c) Minimum and maximum price: the minimum acquisition price of the shares will be equivalent to 80% of the trading value of the share in the Stock Market in the acquisition date, and the maximum acquisition price will be equivalent to 120% of the trading value of the share in the Stock Market on the same date.

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(d) Authorization term: will remain in force during a period of five years from the date of this resolution. Likewise, and for the purposes contemplated in the second paragraph of letter a) of number 1 of article 146 of the Spanish Capital Companies Act (Ley de Sociedades de Capital), it is hereby agreed to grant an express authorization for the purchase of the shares of the Company by any of its subsidiaries in the same terms resulting from this resolution. It is expressly stated that shares may be acquired pursuant to this authorization both in order to transfer or cancel them, and in order to apply them for the remuneration systems contemplated in the third paragraph of letter a) of number 1 of article 146 of the Spanish Capital Companies Act (Ley de Sociedades de Capital), or to hedge any remuneration system to be settled in shares or linked to share capital.

Likewise, to approve the revocation of the authorization to acquire treasury stock, granted to the Board of Directors by the General Shareholders’ Meeting held on June 20, 2013, for the remaining shares not acquired under such authorization.

A.11 Estimated working capital:

%

Estimated working capital 77.54

Free float excludes significant shareholders (as per Section A.2 above), treasury shares and

shares held by Directors and Senior Management.

A.12 State whether there are any restrictions (article of associations, legislative or of

any other nature) placed on the transfer of shares and/or any restrictions

on voting rights. In particular, state the existence of any type of restriction that

may inhibit a takeover attempt of the Company through acquisition of its

shares on the market, and those regimes for the prior authorization or

notification that may be applicable, under sector regulations, to acquisitions or

transfers of the Company’s financial instruments.

Yes No X

A.13 State if the shareholders have resolved at a meeting to adopt measures to

neutralise a take-over bid pursuant to the provisions of Act 6/2007.

Yes No X

A.14 State if the Company has issued shares that are not traded on a regulated

EU market.

Yes No X

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GENERAL SHAREHOLDERS’ MEETING

B.1 State whether there are any differences between the quorum established by the

LSC for General Shareholders’ Meetings and those set by the Company and if so,

describe them in detail:

Yes No X

B.2 State whether there are any differences in the Company’s manner of adopting

corporate resolutions and the manner for adopting corporate resolutions

described by the LSC and, if so, explain:

Yes No X

B.3 State the rules for amending the Company’s Articles of Association. In particular,

state the majorities required for amendment of the Articles of Association and

any provisions in place to protect shareholders’ rights in the event of amendments

to the Articles of Association.

For the amendment of the By-laws:

- Absolute majority of the shareholder’s votes, present or represented by proxy at the

meeting, will be required provided that on first call, the shareholders present or

represented by proxy hold at least 50% of the subscribed capital with the right to vote.

- the favourable vote of two thirds of the capital present or represented by proxy at the

meeting will be required, when on second call shareholders represent 25% or more but

less than 50% of the subscribed capital with voting rights are present.

B.4 Give details of attendance at General Shareholders’ Meetings held during the year

of this report and the previous year:

Attendance data

Date of General Meeting

% of physical

presence

% by proxy

% distance voting

Total Electronic

voting

Other

24/06/2016 0.66% 68.53% 0.00% 2.50% 71.69%

15/06/2017 0.43% 71.19% 0.00% 2.01% 73.63%

21/06/2018 1.01% 72.92% 0.00% 0.08% 74.01%

Of which, free float:

Remarks

The Company does not have enough detail on the percentage of the free float related to physical presence, proxy and distance voting (electronic and others) due to it cannot identify the total number of different accounts through which the significant shareholders participated in the Shareholders’s Meeting.

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B.5 State whether any point on the agenda of the General Shareholders’

Meetings during the year has not been approved by the shareholders for any

reason.

Yes No X

B.6 State if the Articles of Association contain any restrictions requiring a minimum

number of shares to attend General Shareholders’ Meetings, or on distance

voting:

Yes X No

Number of shares required to attend General Meetings 300

Number of shares required for distance voting N/A

Remarks

There is not a minimum number of shares required for distance voting.

B.7 State whether it has been established that certain decisions other than those

established by law exist that entail an acquisition, disposal or contribution to

another company of essential assets or other similar corporate transactions

that must be subject to the approval of the General Shareholders’ Meeting.

Yes No X

B.8 State the address and manner of access to the page on the company website

where one may find information on corporate governance and other information

regarding General Shareholders’ Meetings that must be made available to

shareholders through the Company website.

Web address: https://corporate.amadeus.com/

Click on title “Investor Relations”. Once accessed, the page contains all of the corporate

information distributed in different sections (Shareholders’ General Meeting and Corporate

Governance, among others). Accessing each of the sections, you can navigate through the

different areas collected in the left column, which can be accessed by clicking on each of the

titles.

There is also a direct access: https://corporate.amadeus.com/es/inversores, through which you

can access to the same information above.

The information is available either in Spanish language or in English language.

https://corporate.amadeus.com/

https://corporate.amadeus.com/es/inversores

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COMPANY ADMINISTRATIVE STRUCTURE

C.1 Board of Directors

C.1.1 Maximum and minimum number of Directors established in the

Articles of Association and the number set by the general meeting:

Maximum number of Directors 15

Minimum number of Directors 5

Number of Directors set by the general meeting 11

C.1.2 Please complete the following table on Directors:

Name of Director Director category Position on

the Board Date first

appointment

Date last appointment Election

procedure

Date of birth

MR. JOSÉ ANTONIO TAZÓN GARCÍA

External Independent

Chairman

02/12/2008

21/06/2018

Voting at Shareholders’ Meeting

25/03/1943

MR. GUILLERMO DE LA DEHESA ROMERO


Vice-Chairman 29/04/2010

21/06/2018


09/07/1941

MR. LUIS MAROTO

Executive Director

CEO 26/06/2014

21/06/2018


27/09/1964

DAME CLARA FURSE


Director 29/04/2010

21/06/2018


16/09/1957

MR. DAVID WEBSTER


Director 06/05/2010

21/06/2018


11/02/1945

MR. FRANCESCO LOREDAN

Other External

Director 21/02/2005

21/06/2018


07/09/1958

MR. PIERRE-HENRI GOURGEON

Other External

Director 29/12/2005

21/06/2018


28/04/1946

MRS. PILAR GARCIA CEBALLOS-ZUÑIGA


Director 15/12/2017

21/06/2018


09/10/1960

MR. STEPHAN GEMKOW


Director 21/06/2018

21/06/2018


23/01/1960

MR. PETER KUERPICK


Director 21/06/2018

21/06/2018


25/09/1966

MR. NICOLAS HUSS


Director 15/06/2017

15/06/2017


27/08/1968

Remarks

Total number of Directors 11

C

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State if any Directors, whether through resignation, dismissal or any other reason,

have left the Board during the period subject to this report:

Name of

Director

Category of

Director at time

of removal

Date of

last

appointm

ent

Date of

removal

Specialised committees of which he/she was a member

Indicate whether

the Director

left before the end of the term

MR. ROLAND BUSCH Other External 15/06/2017 21/06/2018 Nominations and Remuneration Committee NO

MR. MARC VERSPYCK Other External 15/06/2017 21/06/2018 Audit Committee NO

Reason for leaving and other remarks

Term expiration.

C.1.3 Complete the following tables regarding the members of the Board

and their categories:

EXECUTIVE DIRECTORS

Name or corporate

name of Director

Position on the Company’s

organization chart

MR. LUIS MAROTO CEO

Total number of executive Directors 1

Percentage of Board 9.09

Profile Mr. Maroto became President & CEO of Amadeus on 1 January 2011. From January 2009 to December 2010, he was Deputy CEO of Amadeus, with responsibility for overall Company strategy as well as line management of the finance, internal audit, legal and human resources functions. He has also been instrumental in Amadeus’ return to the stock market with the Company’s successful IPO in April 2010. He joined Amadeus in 1999 as Director, Marketing Finance. In that role, he supported Amadeus’ commercial organisation throughout its international expansion and consolidation, supervising the strategic and financial control of over 50 Amadeus subsidiaries around the world. He was promoted in 2003 to Chief Financial Officer, taking responsibility for the global Amadeus Finance organisation. Prior to joining Amadeus, he held several managerial positions at the Bertelsmann Group. A Spanish citizen, he holds a degree in Law from the Complutense University, Madrid, an MBA from the IESE Business School and further postgraduate qualifications from Harvard Business School and Stanford.

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EXTERNAL INDEPENDENT DIRECTORS

Name of Director



DAME CLARA FURSE

MR. DAVID WEBSTER

MR. NICOLAS HUSS

MRS. PILAR GARCÍA CEBALLOS-ZÚNIGA

MR. STEPHAN GEMKOV

MR. PETER KUERPICK

Number of independent Directors 8

Percentage of the Board 72.72%

Name of member


Profile Mr. Tazón is an Engineering graduate and has a degree in Computer Science from the Universidad Politécnica of Madrid. He was President and Chief Executive Officer of Amadeus between 1990 and 2008. Mr. Tazón was part of the initial team of experts who, in 1987, laid out the foundations, created the blueprint, designed the functionalities and established the strategy of Amadeus. His 18-year tenure as CEO of Amadeus saw consistent growth, global expansion and the start of Amadeus’ successful diversification strategy. Mr. Tazón served on the Board of Directors of Expedia Inc., the online travel agency, from 2009 to 2016, and was appointed Chairman of Ufinet Telecom SAU (telecommunications operator) from 2014 to mid 2018. He was appointed independent Director of HBG Ltd (tourism sector) in 2016. In March 2011 he became a member of the Spanish Permanent Commission of the Tourism Board of the Confederation of Employers & Industries of Spain (CEOE)

Name of member


Profile Mr. de la Dehesa Romero is a Law graduate from the Complutense University of Madrid. In addition to his Law degree, he also studied Economics and became an economist for the Spanish government (TCE) in 1968. In 1975, Mr. de la Dehesa Romero assumed the role of Director General at the Spanish Ministry of Foreign Trade, before moving to the Spanish Ministry of Industry and Energy to assume the role of Director General at the Ministry of Trade and Secretary General at the Ministry of Industry and Energy. In 1980, Mr. de la Dehesa Romero was appointed Deputy Managing Director of the Bank of Spain. He then left the Central Bank to take a role with the Spanish government and was appointed Secretary of State for Trade in 1983 and Secretary of State for Finance in 1986 at the Spanish Ministry of Economy and Finance, where he was also a member of the EEC’s ECOFIN. Mr. de la Dehesa Romero is a member of several renowned international corporate groups and is both independent Director and Vice Chairman of the Board and a member of the Executive Committee of Grupo Santander since 2002. He was independent Director of Santa Lucía Vida y Pensiones, an international insurance company, since 2002 until September 2018, after the integration of Aviva Vida y Pensiones in the Santa Lucía Group. Mr de la Dehesa Romero has also served on the Board of Campofrío Food Group from 1997 to June 2014 and on the Board of Grupo San José until August 2014. He has been for more than 28 years, until 31 December 2016, International Advisor of Goldman Sachs. He is also Chairman of the Board of IE Business School in Madrid, Honorary Chairman of the Centre for Economic Policy Research (CEPR) in London and a member of the G30 (Group of Thirty) in Washington.

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Name of member

DAME CLARA FURSE

Profile

Dame Clara Furse is the Chairman of HSBC UK, the ring-fenced bank of HSBC Group. She is also a non-executive Director of Vodafone Group Plc. She was an External Member of the Bank of England’s Financial Policy Committee (FPC), joining the new statutory body and macroprudential regulator in April 2013 and standing down in October 2016. She was a non-executive Director of Nomura Holdings from June 2010 to March 2017. Until April 2017, she was also the lead independent Director of the UK's Department for Work and Pensions. From January 2001 to May 2009 she was Chief Executive of the London Stock Exchange, a FTSE 100 company. During this period, she was also a non-executive Director of Euroclear plc, LCH Clearnet Group Ltd., Fortis SA and a member of the Shanghai International Financial Advisory Council. From 2009 to 2013, she was a non-executive Director of Legal & General Group.

Name of member

MR. DAVID WEBSTER

Profile Mr. Webster is a graduate in Law from the University of Glasgow and qualified as a solicitor in 1968. He began his career in finance as a manager of the corporate finance division at Samuel Montagu & Co Ltd. During 1973 to 1976, as Finance Director, he developed Oriel Foods, which was sold to RCA Corporation. In 1977 he co-founded Safeway (formerly Argyll Group), a FTSE 100 company, of which he was Finance Director and latterly, from 1997 to 2004, Executive Chairman. He was a non-executive Director of Reed International plc from 1992, Reed Elsevier plc and Elsevier NV from 1999, as well as Chairman of Reed Elsevier from 1998 to 1999, retiring from all three boards in 2002. He has been a director in numerous business sectors and has a wide range of experience in the hotel industry in particular. For nine years he was non-executive Chairman of InterContinental Hotels Group plc until 31 December 2012, non-executive Chairman of Makinson Cowell Ltd until November 2013 and non-executive Director of Temple Bar Investment Trust plc until December 31, 2017. He is non-executive Chairman of Telum Media Group Pte Ltd and Vuma Ltd. He is also a member of the Appeals Committee of the Panel on Takeovers and Mergers in London.

Name of member

MR. NICOLAS HUSS

Profile Mr. Huss holds a degree in Law and MA in Political Science and Government, both from the University of Toulouse. Mr. Huss joined the Ingenico Group, a global leader in seamless payment, on July 1, 2017, as Executive Vice-President, Strategy and Performance. He was Executive Vice-President of the Retail Business Unit at Ingenico Group until July 2018, date in which he was appointed Group Chief Operating Officer. In November 2018 he was appointed CEO and Board member of the Ingenico Group. Mr. Huss was the CEO of Visa Europe until March 2017. His three and a half years tenure at Visa Europe was also marked by the sale of the company to Visa Inc. Post-acquisition he was also a member of the Visa Inc. Executive Committee. Previously, Mr. Huss has held a variety of CEO roles for Apollo Global Management, Bank of America and General Electric in different European and Latin American countries. He has over twenty years’ experience in the financial service industry. He has also been a member of different Boards for Apollo, General Electric and Visa Europe. From October 2015 to March 2017 he was a Board member at Junior Achievement Europe (JAE), Europe's largest provider of education programs for young and students entrepreneurship, work readiness and financial literacy. Mr. Huss has a strong background and reputation in the financial services industry leading significant transformations.

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Name of member

MRS. PILAR GARCÍA CEBALLOS-ZÚNIGA

Profile Mrs. García is a graduate in Law from the University of Madrid, CEU San Pablo, and holds an MBA from the Open University, UK. She is an experienced executive with a long history in the technology area, working in multinational environments, focusing on technological innovation and the effectiveness of organizations.

She was a leader in the IBM Corporation for more than 25 years, 12 of which she had high-level responsibilities in the European Headquarters and across the world, being Executive Vice-President of IBM Global Digital Services, Cloud and Security, based in New York, in her last leadership position until 2016.

She was General Manager in Spain of Insa (currently ViewNext) and General Manager of Softinsa in Portugal for 5 years, a services company specialized in application development and infrastructure services.

She served as member of the Steering Committee of IBM Spain and Portugal, IBM Southwest Europe and Insa, leading the IBM Global Committees of management and transformation in strategic and commercial areas, and internal process optimization.

She is currently President of the Board of Trustees for the Caja de Extremadura Banking Foundation, Liberbank.

Name of member

MR. STEPHAN GEMKOV

Profile Mr. Gemkow holds a degree in business administration from the University of Paderborn. He began his professional career as a consultant for BDO Deutsche Warentreuhand AG in 1988 before joining Deutsche Lufthansa AG in 1990, where he held various management positions in the Lufthansa Group, in the sales, finance and human resources areas. He served as Member of the Group Executive Board (CFO) at Deutsche Lufthansa AG until mid 2012, when he took his current position as CEO of Franz Haniel & Cie., a globally active family owned portfolio management company, based in Duisburg, Germany. Mr. Gemkow formed part of the Amadeus Board of Directors from May 2006 to July 2013, as proprietary Director, representing Lufthansa. Mr. Gemkow is the Chairman of the Supervisory Board of Takkt AG, the holding of an international group of B2B direct marketing companies for business equipment solutions belonging to the Haniel Group, a Director of Flughafen Zürich AG, airport sector and a Director of JetBlue Airways Corp., airline sector.

Name of member

MR. PETER KUERPICK

Profile Mr. Kuerpick holds a Ph.D. in Theoretical Physics from the University of Kassel and has conducted post-doctorate research at Kansas State University and the University of Tennessee, Knoxville. He also holds a Masters in Environmental Sciences from the University of Kassel as well as a Corporate MBA from INSEAD. Mr. Kuerpick is Chief Platform Officer at HERE Technologies. In this role he is overseeing the company’s push into the next generation of location-based services based on platform enabled applications and solutions in areas such as autonomous driving, asset management and augmented reality. Mr. Kuerpick joined HERE from Unify, a global communications software and services company, where he served as Executive Vice President of its Product House organization. Previously, he has held numerous technology leadership roles at Software AG and SAP, where he was instrumental in the conception and development of SAP NetWeaver. He is non-executive Director of EPAM Systems, a global IT services company.

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State whether any independent Director receives from the Company

or any company in the group any amount or benefit other than

compensation as a Director, or has or has had a business relationship with

the Company or any company in the group during the past year, whether

in his or her own name or as a significant shareholder, Director or senior

executive of a company that has or has had such a relationship.

N/A

In this case, include a statement by the Board explaining why it believes

that the Director in question can perform his or her duties as an

independent Director.

Name of the Director Description of the

relationship

Statement of the Board

OTHER EXTERNAL DIRECTORS

Identify the other external Directors and state the reasons why these

Directors are considered neither proprietary nor independent, and

detail their ties with the Company or its management or shareholders:

Name of Director



Total number of other external Directors 2

Percentage of the Board 18.18%

Name of Board Member


Company, executive or shareholder with which it has a relationship


Reasons

The Board of Directors, in the meeting held on April 27, 2017, in accordance with the provisions of article 529 duodecies, number 4, letter i) of the Spanish Capital Companies Act (Ley de Sociedades de Capital), having passed the term of twelve uninterrupted years as a Director of the Company, endorsed Mr. Loredan’s change of status from "Independent" to " Other External".

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Profile

Mr. Loredan is a graduate in Economics from the London School of Economics and holds an MBA from INSEAD. He worked as a credit officer for Bank of America-BAI in Milan for three years and spent four years with the Boston Consulting Group in Paris and Milan. In 1989 he joined BC Partners, where he was Managing Partner and Co-Chairman until December 2014. Currently he is Vice Chairman of White Bridge Investments Spa (private equity), Director of Oneiros Investments SA (private equity), Director of Spring SA (private equity), Director of Campus SRL (food ingredients manufacturer), Director of Ancorotti, SRL (Cosmetics), Director of MAP, SRL (Spas and Wellness facilities operator in Italy) and Director of Nutkao SRL (chocolate spreads manufacturer).

Name of Board Member


Company, executive or shareholder with which it has a relationship


Reasons

The Board of Directors, in the meeting held on February 27, 2018, in accordance with the provisions of article 529 duodecies, number 4, letter i) of the Spanish Capital Companies Act (Ley de Sociedades de Capital), having passed the term of twelve uninterrupted years as a Director of the Company, endorsed Mr. Gourgeon’s change of status from "Independent" to " Other External".

Profile

Mr. Gourgeon holds a degree in Engineering from the École Polytechnique of Paris and the École Nationale Supérieure de l’Aéronautique, as well as a Master of Science degree from the California Institute of Technology in Pasadena. He has held various positions as an engineer for the French Ministry of Defence in its technical and aeronautical production departments. He was Director General of the French Civil Aviation Authority between 1990 and 1993, prior to joining the Air France Group in 1993 as the CEO of Servair. Mr. Gourgeon has held various positions with Air France until he became the COO in 1998 and the Chief Executive Officer of Air France-KLM in 2009 until October 2011, date in which he leaves all his seats in the Group Air France-KLM. He was member of the Board of Directors of Groupe Steria, a French IT business services entity for the private and public sectors, until the merger of Steria with Sopra in September 2014, which ended his Board membership. In addition, he is President of his own professional consultancy, PH GOURGEON CONSEIL.

State any changes in status that has occurred during the period for

each Director:

Name of Director Date of change Previous Category Current Category

MR. PIERRE-HENRI GOURGEON 27/02/2018 Independent Other External

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C.1.4 Complete the following table with information relating to the number of

female Directors at the close of the past 4 years, as well as the category

of each:

Number of female Directors % of Directors for each category

Fiscal Year 2018

Fiscal Year 2017

Fiscal Year 2016

Fiscal Year 2015

Fiscal Year 2018

Fiscal Year 2017

Fiscal Year 2016

Fiscal Year 2015

Executive 0 0 0 0 0.00% 0.00% 0.00% 0.00%

Proprietary 0 0 0 0 0.00% 0.00% 0.00% 0.00%

Independent 2 2 1 1 25.00% 28.57% 14.28% 14.28%

Other external 0 0 0 0 0.00% 0.00% 0.00% 0.00%

Total 2 2 2 2 18.18% 18.18% 10.00% 10.00%

Remarks

Percentage of female Directors with respect to the total number of independent Directors decreases when compared to the previous year due to the increase of the number of independent Directors.

C.1.5 State whether the Company has diversity policies in relation to the

Board of Directors of the Company on such questions as age,

gender, disability and training and professional experience. Small

and medium-sized enterprises, in accordance with the definition

set out in the Accounts Audit Act, will have to report at least the

policy they have implemented in relation to gender diversity.

Yes X No Partial policies

Should this be the case, describe these diversity policies, their objectives, the measures and way in which they have been applied and their results over the year. Also state the specific measures adopted by the Board of Directors and the Nominations and Remuneration Committee to achieve a balanced and diverse presence of Directors.

In the event that the Company does not apply a diversity policy, explain the reasons why.

The Director’s Selection Policy approved by the Board of Directors in the session held on April 21, 2016, establishes that each Director Selection Process will start with an analysis of the Board’s needs, bearing in mind several factors, among others, the diversity of the board, in particular, but not restricted to, diversity of gender.

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The Policy recognises and embraces the benefits of having a diverse Board, and sees increasing diversity of knowledge, experience and gender at Board level as an essential element in continually improving the Board’s effectiveness. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between Directors. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

In accordance with the recommendations of the Code, this Director’s Selection Policy has a stated objective of having at least 30% of total Amadeus Board places occupied by women Directors by the year 2020.

The report from the Nominations and Remuneration Committee on Board of Directors’ future requirements and needs of April 19, 2018 (available in the Company’s corporate web page), makes a special reference to the factors to be considered in the selection process, bearing in mind Board’s necessities. These factors focus on sector, functional and geographical experience, combined with an adequate mix of different nationalities. Thereby, the General Shareholders’ Meeting held on June 21, 2018, upon proposal from the Nominations and Remuneration Committee, appointed the independent Directors Mr. Stephan Gemkow and Mr. Peter Kuerpick, experts in the airline and technology sectors, respectively.

Mrs. Pilar García’s appointment by the aforementioned Shareholders’ Meeting is a proof of the Company’s commitment with the gender diversity.

C.1.6 Describe the means, if any, agreed upon by the Nominations

Committee to ensure that selection procedures do not contain

hidden biases which impede the selection of female Directors

and that the Company deliberately seeks and includes women

who meet the target professional profile among potential

candidates and which makes it possible to achieve a balance

between men and women:

The Director’s Selection Policy was approved by the Board of Directors, with the prior endorsement from the Nominations and Remuneration Committee, at the meeting held on April 21, 2016. One of the main issues of debate where the Commission put a special emphasis was referred to the diversity of gender, which concluded with the wording of the policy that has a stated objective of having at least 30% of total Amadeus Board places occupied by women Directors by the year 2020. To ensure that Directors’ Selection processes include women candidates and are free of any implicit bias or any kind of discrimination and specifically discrimination against female candidates form part of the Policy endorsed by the Committee. A direct consequence of the Directors’ Selection Policy is Mrs. Pilar García’s recent appointment, who contributes not only to gender diversity, but also complements the professional area of knowledge of the Board of Directors, due to her expertise in the technology arena.

Explanation of means

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In the event that there are few or no female Directors in spite

of any measures adopted, please explain the reasons that justify

such a situation:

The Nominations and Remuneration Committee publishes the report on the analysis of the Board’s

needs in accordance with the Policy concurrent with the call to the General Shareholders’ Meeting

at which the ratification, appointment or re-election of each Director is submitted. The

Nominations and Remuneration Committee verifies compliance with the Director’s Selection Policy

on an annual basis and reports its findings in the Annual Corporate Governance Report.

In order to maintain the highest standards of integrity and transparency in the Selection Process,

the Company seeks the support of independent external advisers to validate and perform due

diligence on Director candidates.

C.1.7 Describe the conclusions of the Nominations Committee

regarding verification of compliance with the selection policy

for Directors; in particular, as it relates to the goal of ensuring

that the number of female Directors represents at least 30% of

the total membership of the Board of Directors by the year 2020.

Following the Directors’ Selection Policy of the Company, the Nominations and Remuneration Committee has verified its compliance for the purpose of the election and renewal process for members of the Board of Directors performed during 2018, as stated in the Annual Report of the Nominations and Remuneration Committee of the Board of Directors, dated February 14, 2019. We refer to the information already provided in this report about Mrs. Pilar García’s appointment which increases up to 18.18% the proportion of women in the Board of Directors, bearing in mind that the size of the Board increased in 2017 from 10 to 11 members.

C.1.8 If applicable, please explain the reasons for the appointment of

any proprietary Directors at the request of shareholders with less

than a 3% equity interest:

N/A

State whether the Board has failed to meet any formal requests

for membership from shareholders whose equity interest is equal

to or higher than that of others at whose request proprietary

Directors have been appointed. If this is the case, please explain

why the aforementioned requests were not met:

Yes No X

Name of shareholder Explanation

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C.1.9 State the powers delegated by the Board of Directors, as the case

may be, to Directors or Board Committees:

Name of Director Brief description

MR. LUIS MAROTO CAMINO The Board of Directors has delegated, with permanent character, all the faculties permitted by the law and the Bylaws, except the non-delegable faculties.

C.1.10 Identify any members of the Board who are also Directors or

officers in other companies in the group of which the listed

Company is a member:

N/A

C.1.11 List any legal-person Directors of your Company who are members

of the Board of Directors of other companies listed on official

securities markets other than group companies, and have

communicated that status to the Company:

Name or corporate name of the Director

Corporate name of the listed company Position

MR. GUILLERMO DE LA DEHESA ROMERO BANCO DE SANTANDER, S.A. DIRECTOR

DAME CLARA FURSE VODAFONE GROUP PLC DIRECTOR

DAME CLARA FURSE HSBC UK CHAIRMAN

MR. NICOLAS HUSS INGENICO GROUP DIRECTOR

MR. STEPHAN GEMKOW JETBLUE AIRWAYS CORP DIRECTOR

MR. STEPHAN GEMKOW FLUGHAFEN ZURICH AG DIRECTOR

MR. STEPHAN GEMKOW TAKKT AG CHAIRMAN

MR. PETER KUERPICK EPAM SYSTEMS INC DIRECTOR

C.1.12 State whether the Company has established rules on the number of

boards on which its Directors may hold seats, providing details if

applicable, identifying, where appropriate, where this is regulated:

Yes X No

In accordance with the provisions of the Regulations of the Board of Directors, Directors may not form part –in addition to the Company’s Board– of more than six (6) Boards of Directors of commercial companies. For purposes of computing the number of Boards to which the above paragraph refers, the following rules shall be borne in mind: (a) those Boards of which he forms part as a proprietary Director proposed by the Company

or by any company belonging to its group shall not be computed;

https://www.bloomberg.com/research/stocks/snapshot/snapshot.asp?capId=4481887

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(b) all Boards of companies that form part of the same group, as well as those of which he

forms part as a proprietary Director at any group company, shall be computed as one single Board, even though the stake in the capital of the Company or the corresponding degree of control does not allow it to be considered to form part of the group;

(c) those Boards of asset-holding companies or companies that constitute vehicles or

complements for the professional exercise of the Director himself, his spouse or a person with an analogous affective relationship, or of his closest relatives, shall not be computed; and

(d) those Boards of companies, even though commercial in nature, whose purpose is

complementary or accessory to another activity which for the Director constitutes an activity related to leisure, assistance or aid to third parties, or any other which does not entail for the Director a true dedication to a commercial business, shall not be considered for computation.

C.1.13 State total remuneration received by the Board of Directors:

Board remuneration in financial year (thousand euros) 6,431

Amount of vested pension interests for current members (thousand euros) 917

Amount of vested pension interests for former members (thousand euros) 0

C.1.14 Identify senior management staff who are not executive Directors and

their total remuneration accrued during the year:

Name Position

MRS. ANA DE PRO GONZALO EXECUTIVE VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER (CFO)

MR. TOMÁS LÓPEZ FERNEBRAND SENIOR VICE-PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY

MRS. SABINE HANSEN-PECK SENIOR VICE-PRESIDENT PEOPLE, CULTURE, COMMUNICATIONS AND BRANDING

MR. DECIUS VALMORBIDA SENIOR VICE-PRESIDENT TRAVEL CHANNELS

MRS. JULIA SATTEL SENIOR VICE-PRESIDENT AIRLINES

MR. FRANCISCO PÉREZ-LOZAO RUTER SENIOR VICE-PRESIDENT STRATEGIC GROWTH BUSINESS

MR. ALEJANDRO LUZÁRRAGA GUERRERO VICE-PRESIDENT CORPORATE STRATEGY

MR. WOLFGANG KRIPS EXECUTIVE VICE-PRESIDENT TECHNOLOGY PLATFORMS & ENGINEERING

MR. DENIS LACROIX SENIOR VICE-PRESIDENT CORE SHARED SERVICES R&D

MR. CHRISTOPHE BOUSQUET SENIOR VICE-PRESIDENT AIRLINES R&D

MR. MANUEL DE ALZUA INTERNAL AUDITOR

Total senior management remuneration (thousand euros) 13,431

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C.1.15 State whether the Board rules were amended during the year:

Yes X No

Description of amendment

The Board of Directors of the Company, in the meeting held on June 21, 2018, approved the amendment of the following article of the Regulations of the Board of Directors in order to adapt its content to the new wording of the By-laws, as approved by the Ordinary General Shareholders’ Meeting held on the same day. The new wording is as follows:

“Article 35.- Audit Committee

1. The Audit Committee shall be formed by non-executive Directors in the number to be determined by the Board of Directors, between a minimum of three (3) and a maximum of five (5), of whom at least the majority must be independent Directors and one of whom shall be appointed taking into account his knowledge and experience on the subject of accountancy, auditing or both. The members of the Audit Committee shall be designated by the Board of Directors.

2. The members of the Audit Committee, and especially its Chairman, shall be designated taking into account their technical knowledge of the industry in which the Company operates and experience in accounting, audit or risk management matters.

3. The number of members, the responsibilities and the operating rules of this Committee must encourage its independent operation. Notwithstanding any other tasks which may be assigned thereto at any time by the Law, the Bylaws or the Board of Directors, the Audit Committee shall exercise the following basic functions: (a) to report at the General Shareholders’ Meeting on matters raised by shareholders in the area of its competence;

(b) to propose to the Board of Directors, for submission to the General Shareholders’ Meeting, the selection, appointment, re-election and replacement of the external auditor referred to in article 264 of the Spanish Capital Companies Act (Ley de Sociedades de Capital), as well as the conditions of the engagement thereof, and regularly gather information from it regarding the audit plan and its implementation, in addition to preserving its independence in the exercise of its functions;

(c) to ensure the independence and efficiency of internal audits, checking that said audits are performed appropriately and fully and supporting the Audit Committee in its supervision of the internal control system;

(d) to propose the selection, appointment and substitution of the responsible person of the Internal Audit; to propose the budget for such services; to receive periodically information of its activities and verify that the Members of the Management Team take account of the conclusions and recommendations of their reports;

(e) to serve as a channel of communication between the Board of Directors and the auditors, to evaluate the results of each audit and to supervise the responses of the management team to the adjustments proposed by the external auditors and to mediate in cases of discrepancies between the former and the latter in relation to the principles and criteria applicable to the preparation of the financial statements, as well as to examine the circumstances which, where such case arises, have motivated the resignation of the auditor;

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(f) to supervise the drafting process and the integrity of all financial information related to the Company and the Group, in order that regulatory requirements are fulfilled, that consolidation parameters are clearly marked and that accounting principles are correctly applied;

(g) periodically revise the Company’s internal control and risk management systems, including tax risks, and in particular, that the design of the Internal Control System for Financial Information (SCIIF) is appropriate, so as the main risks are identified, managed and disclosed as appropriate, as well as discussing with the account auditors or auditing firms any significant weaknesses in the internal control system identified in the performance of the audit, without compromising its independence;

(h) to approve the internal audit plan for the evaluation of the SCIIF and receive occasional information on the results of its work, as well as the action plan to correct any deficiencies identified;

(i) to maintain relations with the external auditor or audit firms in order to receive information on those matters which may jeopardise their independence, for its examination by the Committee, and any other matters related to the auditing process, as well as such other communications envisaged in auditing legislation and technical auditing rules and when appropriate, to authorise services other than those prohibited under the legislation in force; in any case, they shall receive on an annual basis from the account auditors or auditing firms, the written confirmation as to their independence vis-à-vis the Company or companies directly or indirectly linked to it, as well as information on any type of additional services provided to these entities by the said auditors or firms, or by the persons or entities linked to the latter pursuant to the regulations on auditing activities;

(j) to issue, on an annual basis, prior to issuing the accounts audit report, a report stating an opinion regarding whether the independence of the account auditors or auditing firms has been compromised. This report shall, in any case, contain a detail evaluation of the provision of each and every additional services as referred to in the preceding paragraph, taken individually and as a whole, other than the legal audit, as regards the scheme of independence of the auditors and regulations governing audit activities;

(k) to monitor compliance with the auditing contract, in order that the opinion on the Annual Accounts and the principal contents of the auditors’ report are drafted clearly and precisely;

(l) to inform the Company’s Shareholders’ Meeting of any issues that may arise as regards affairs for which the Committee is responsible and, in particular, regarding the outcome of the audit, explaining how it has contributed to the integrity of financial information and the role that the Committee has played during this process;

(m) to review the Company’s accounts and periodic financial information which, in accordance with articles 118, 119 and 120 of the Consolidated Text of the Spanish Securities Market Act (Texto Refundido de la Ley del Mercado de Valores), the Board must furnish to the markets and their supervisory bodies and, in general, to monitor compliance with legal requisites on this subject matter and the correct application of generally accepted accounting principles, as well as to report on proposals for modification of accounting principles and criteria suggested by management. In particular to revise, analyse and discuss the financial situation and other relevant financial information with the senior management and internal and external auditors, to confirm that said information is reliable, comprehensible and relevant and that accounting principles used are in line with the previous year end;

(n) to monitor compliance with regulations with respect to Related Party Transactions. In particular, to endeavour that the market is supplied with information on said transactions, in compliance with the provisions of Order 3050/2004, of the Ministry of the Economy and the Treasury, of 15 September 2004, and to report on transactions which imply or may imply

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conflicts of interest and, in general, on the subject matters contemplated in Chapter IX of these Regulations;

(o) to establish and supervise the communication channel mechanism to permit the employees, on a confidential basis, to communicate any financial and accounting irregularity detected in the Company. To take into consideration any information received through such communication channel or by any other mean;

(p) to report, beforehand, to the Board of Directors on all matters contemplated in the law, the Bylaws and the Board Regulations, in particular regarding;

1. the financial information the Company periodically must make public, 2. the creation or acquisition of interests in special purpose entities or those domiciled in countries or territories that are treated as tax havens and 3. transactions with related parties.

The Audit Committee shall not exercise the duties foreseen in this point p) when they are attributed through the by-laws to another Committee and said Committee is composed solely of non-executive Directors and at least two independent Directors, one of whom must be the Chairman; and (q) any others attributed thereto by law and other regulations applicable to the Company.

4. The Audit Committee shall be convened by the Chairman of the Committee, either at his own initiative, or at the request of the Chairman of the Board of Directors or of two (2) members of the Committee itself. The meeting notice shall be given by letter, telegram, fax, e-mail, or any other means which allows a record of receipt. 5. In all cases, the Audit Committee shall be called and shall meet, at least, on a six-monthly basis, in order to review the periodic financial information which, in accordance with articles 118, 119 and 120 of the Consolidated Text of the Spanish Securities Market Act (Texto Refundido de la Ley del Mercado de Valores), the Board must submit to the stock market authorities as well as the information which the Board of Directors must approve and include within its annual public documentation. 6. The Committee shall appoint a Chairman from among its members. The Chairman shall be an independent Director. The Chairman must be replaced every two (2) years. He may be reappointed once one (1) year has elapsed from the time he ceased to be Chairman. It shall also appoint a Secretary and may appoint a Vice-secretary, both of whom need not be members thereof. In the event that such appointments are not made, the Secretary and Vice-secretary of the Board shall hold those posts on the Audit Committee. 7. The Audit Committee shall be validly assembled when the majority of its members attend in person or by proxy. Resolutions shall be adopted by majority of members attending in person or by proxy. Minutes of the resolutions adopted at each meeting shall be drawn up, which resolutions shall be reported to the Board in plenary session, submitting or delivering a copy of the minutes to all Board members. 8. The Audit Committee shall prepare an annual report on its operation, emphasizing the principal incidents arising, if any, in relation to the functions characteristic thereof. Furthermore, when the Audit Committee deems it appropriate, it shall include in the said report proposals to improve the Company’s rules of governance.

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9. The members of the Company’s management team or personnel shall be required to attend the meetings of the Audit Committee and to provide it with their collaboration and access to the information available to them when the Committee so requests. The Committee may also request the attendance at its meetings of the Company’s auditors. 10. When the Audit Committee deems it necessary for the adequate fulfilment of its duties, it may seek advice from external experts, making this circumstance known to the Secretary or Vice-secretary of the Board, who shall arrange for the corresponding services to be contracted.”

C.1.16 Specify the procedures for selection, appointment, re-election and

removal of Directors: the competent bodies, steps to follow and criteria

applied in each procedure.

In accordance with the Bylaws and the Regulations of the Board of Directors of the Company, Directors shall be appointed by the General Shareholders’ Meeting or by the Board of Directors in accordance with the provisions contained in the Spanish Capital Companies Act (Ley de Sociedades de Capital) and the Company’s Bylaws.

Proposals for appointment and re-election of non-independent Directors which the Board of

Directors submits to the consideration of the General Shareholders’ Meeting and the

resolutions regarding appointments which the said body adopts by virtue of the powers of co-

optation legally attributed to it must be preceded by the pertinent report from the

Nominations and Remuneration Committee.

Proposal of appointment or re-election of members of the Board of Directors who are independent Directors corresponds to the Nominations and Remuneration Committee. The proposal in any event must attach a justifying report of the Board that evaluates the competence, experience and merits of the proposed candidate.

With respect to proposal of appointment of external and independent Directors, the Board of Directors and the Nominations and Remuneration Committee, within the scope of their competencies, shall procure that the candidates elected are persons of recognized solvency, competency and experience, being most rigorous in relation to those called to fill the positions of independent Director as provided by the Regulations of the Board of Directors. Proprietary Directors that forfeit such status as a consequence of the sale of their stake by the shareholder they represent may only be re-elected as independent Directors when the shareholder they represented up until that time has sold all of its shares in the Company.

A Director that owns a stake in the Company may hold the status of independent Director, provided that he satisfies all of the conditions established above and, in addition, his stake is not significant.

Directors are appointed for a term of three (3) years when they are appointed by the Shareholders’ Meeting for the first time, including their first appointment by cooptation method immediately before the holding of the Shareholders’ Meeting, meanwhile in the event of the reappointment of a Director, such reappointment must necessarily be for a one-year term. In the event that a Director’s office has expired or he/she has resigned or been removed, and is then again appointed as a Director once a term of at least one year has passed since the expiration, resignation or removal, this shall be deemed to constitute an appointment and his/her term of office shall therefore be 3 years.

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On an annual basis, the Nominations and Remuneration Committee prepares a report in order that the Board of Directors may evaluate the quality and efficiency of the operation of the Board and its Committees. In such annual report, the Nominations and Remuneration Committee evaluates the nature of the Directors and validates the independent, proprietary and other status of the Directors, if appropriate. To all of the above, it is necessary to add the Directors’ Selection Policy approved by the Board of Directors in the session held of April 21, 2016, which details:

- The scope of application.

- The objectives in selecting Directors. Each Director Selection Process will start with an

analysis of the Board’s needs. This analysis will be performed by the Amadeus Board,

supported by advice and a report from the Nominations and Remuneration Committee.

- The selection’s process. External advisors. Any Director may suggest candidates for the

role of Director on the condition they meet the requirements of this Policy. Amadeus is

committed to conducting Director selection processes which are formal, rigorous and

transparent; in order to maintain the highest standards of integrity and transparency in the

Selection Process, the Company may seek the support of independent external advisers to

validate and perform due diligence on Director candidates. The Amadeus Board will ensure

that Directors’ selection processes are free of any implicit bias or any kind of discrimination

and specifically discrimination against female candidates.

- The selection criteria to be met by candidates.

- Impediments to be a candidate.

- Verification of compliance with the Directors’ Selection Policy.

C.1.17 Explain how the annual evaluation of the Board has given rise to

significant changes in its internal organization and to procedures

applicable to its activities:

For the fiscal year 2017, the Board of Directors selected an external advisor, PriceWaterhouseCoopers (PWC), to evaluate the functioning of the Board of Directors and its respective Committees, and to analyse the effectiveness of the Company corporate governance, identifying opportunities for improvement to ensure proper compliance with existing obligations or recommendations in this area. All of this to comply with recommendation 36 of the Good Governance Code of Listed Companies, that recommends to engage an external expert to help the Board in the evaluation process every three years. No significant findings were identified as a result of the exercise performed, except some general improvements that were compiled in an Action Plan that was initiated in 2018 and will continue in 2019. The Action Plan contains recommendations related to the Chairman and CEO’ succession plan (extended to members of the Executive Committee), trainings and induction plans for Directors, minor formal aspects related the Audit and Nominations and Remuneration Committees, and some general issues related to the Agenda of the Board of Directors.

For fiscal year 2018, the Board decided to proceed with the annual questionnaire and self-evaluation.

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Describe the evaluation process and the areas evaluated by the Board of

Directors with the help, if any, of external advisors, regarding the

function and composition of the board and its Committees and any

other area or aspect that has been evaluated.

The ad-hoc questionnaire 2018 follows the following scheme:

A) Declarative Section Objective information that allows the Company to obtain data/information needed for the drafting of the annual reports (-annual accounts, Corporate Governance Annual Report, amongst others-). B) Self-assessment Section Subjective information related to the functioning of the Board of Directors and its Committees, among other aspects. This second Section is divided in six blocks: I) Functioning of the Board of Directors, with questions related to the Board’s effectiveness and internal functioning. II) Structure and composition of the Board of Directors, comprising questions to obtain the Director’s opinion on the Board's structure and composition, and the capacities and skills of its members. III) Board of Directors’ Committees, where the Directors are asked to evaluate the performance of the functions of the Audit Committee and the Nominations and Remuneration Committee. IV) Board of Directors’ agenda, where the Directors are asked about the Board's performance in areas or matters within its scope, such as the current corporate governance model, CSR policy, involvement in the design and approval of strategy, in financial and investment policies, and participation in decision-making on significant transactions. V) Chairman of the Board Directors and CEO, where the Directors are asked for their views on the performance of these two positions and fulfilment of responsibilities. VI) Forward-looking areas, with questions relating to improvement opportunities or aspects to be developed in the future. The evaluation process performed concludes with a positive assessment of the quality and efficiency of the functioning of the Board, as well as of the performance of the Chairman of the Board and of the most senior executive of the Company. Likewise, the functioning of the Audit Committee and of the Nominations and Remuneration Committee and their respective Chairman are assessed positively.

C.1.18 Describe, in those years in which the external advisor has participated,

the business relationships that the external advisor or any group

company maintains with the Company or any company in its group.

A self-evaluation process was agreed for the fiscal year 2018 and therefore no external expert to help the Board in the evaluation exercise was engaged.

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C.1.19 State the situations in which Directors are required to resign.

In accordance with the provisions of article 17 of the Regulations of the Board of Directors, Directors must place their position at the disposal of the Board of Directors and formalize, if it deems this appropriate, the pertinent resignation, in the following cases: 1. when they leave the executive positions with which, where applicable, their

appointment as Director was associated;

2. when they are subject to any of the cases of incompatibility or prohibition provided by law;

3. when they are indicted for an allegedly criminal act or are subject to a disciplinary

proceeding for serious or very serious misdemeanor instructed by the supervisory authorities;

4. when their continuation on the Board may put in risk the Company’s interests or when

the reasons for which they were appointed disappear. In particular, in the case of proprietary external Directors, when the shareholder they represent sells its stakeholding in its entirety. They must also do so, in the corresponding number, when the said shareholder lowers its stakeholding to a level which requires the reduction of the number of external proprietary Directors;

5. when significant changes in their professional status or in the conditions under which

they were appointed Director take place; and

6. when due to facts attributable to the Director, his continuation on the Board causes serious damage to the corporate net worth or reputation in the judgement of the Board.

C.1.20 Are qualified majorities other than those established by law required for

any specific decision?

Yes No X

C.1.21 Explain whether there are any specific requirements, other than those

relating to Directors, to be appointed as Chairman of the Board of

Directors.

Yes No X

C.1.22 State whether the Articles of Association or the Board Rules establish any

limit as to the age of Directors:

Yes No X

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C.1.23 State whether the Articles of Association or the Board Rules establish any

term limits for independent Directors other than those required by law:

Yes No X

C.1.24 State whether the Articles of Association or Board Rules establish specific

proxy rules for votes at Board meetings, how they are to be delegated

and, in particular, the maximum number of delegations that a Director

may have, as well as if any limit regarding the category of Director to

whom votes may be delegated and whether a Director is required to

delegate to a Director of the same category. If so, please briefly describe

the rules.

Voting by proxy is regulated in the Corporate Bylaws and the Regulations of the Board of Directors. In application thereof, Directors may have themselves represented by another member provided that such proxy is granted in writing and on a special basis for each meeting, including the appropriate instructions. Independent Directors may only grant their proxy to another independent Director. A proxy may be granted by any postal or electronic means or by fax, provided that the identity of the Director and the direction of the Instructions are assured.

C.1.25 State the number of meetings held by the Board of Directors during the

year, and if applicable, the number of times the Board met without the

Chairman present. Meetings where the Chairman sent specific proxy

instructions are to be counted as attended.

Number of Board meetings 6

Number of Board meetings without the Chairman 0

State the number of meetings held by the coordinating Director with

the other Directors, where there was neither attendance nor

representation of any executive Director:

Number of meetings 0

Please specify the number of meetings held by each Committee of

the Board during the year:

Number of meetings held by the Audit Committee 4

Number of Meetings held by the Nominations and Remuneration

Committee

3

Remarks

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C.1.26 State the number of meetings held by the Board of Directors during the

year in which all of its Directors were present. For the purposes of this

section, proxies given with specific instructions should be considered as

attendance

Number of meetings when all Directors attended 6

% of attendance over total votes during the year 96.9%

Number of meetings in situ or representations made with specific

instructions of all Directors

6

% of votes issued at in situ meetings or with representations made with

specific instructions out of all votes cast during the year

100%

C.1.27 State if the individual and consolidated financial statements submitted

to the Board for preparation were previously certified:

Yes X No

Identify, if applicable, the person/s who certified the individual and

consolidated financial statements of the Company for preparation by

the Board:

Name Position

MR. LUIS MAROTO CAMINO CEO

MS. ANA DE PRO GONZALO CHIEF FINANCIAL OFFICER (CFO)

C.1.28 Explain any measures established by the Board of Directors to prevent

the individual and consolidated financial statements prepared by the

Board from being submitted to the General Shareholders’ Meeting with a

qualified audit opinion.

The Audit Committee is the body entrusted with addressing these matters, in such a manner that prior to forwarding the financial statements to the Board of Directors for drawing up and subsequent submission to the General Shareholders’ Meeting, the prior resolution of said Committee is required. The Committee evaluates the results of each audit and the responses of the Management team to its recommendations and intervenes in cases of discrepancies between the external auditor and the latter in relation to the applicable principles and criteria in preparation of the financial statements. The Board of Directors will take the necessary actions in order to draw up the Annual Financial Statements in such a manner that there are no qualifications by the auditor. Notwithstanding the above, when the Board feels it must maintain its criteria, it will publicly explain the contents and scope of the discrepancy.

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C.1.29 Is the Secretary of the Board also a Director?

Yes No X

If the Secretary is not a Director, please complete the following table:

Name of the secretary Representative

MR. TOMÁS LÓPEZ FERNEBRAND

C.1.30 State, if any, the concrete measures established by the entity to ensure

the independence of its external auditors, financial analysts, investment

banks, and rating agencies, including how legal provisions have been

implemented in practice.

It is the task of the Audit Committee to carry the relations with the external auditors in order to receive information on those matters which may place the independence of the latter at risk and any other matters related to the auditing process, as well as such other communications provided by auditing laws and the technical rules of auditing. The Audit Committee proposes to the Board of Directors, for submission to the General Shareholders’ Meeting, the appointment of the external auditors, as well as their contracting conditions, the scope of their professional mandate and, as the case may be, their revocation or non-renewal.

The auditors customarily participate in meetings of the Audit Committee and, at the request of the latter, may hold meetings with the Committee without the presence of the management team. The Audit Committee receives from the auditors, on an annual basis, written confirmation of their independence vis-à-vis any directly or indirectly related entity or entities, as well as information on the additional services of any kind provided to these entities by the aforesaid auditors or companies, and issues, also on an annual basis, prior to the issue of the audit report, a report stating its opinion on the independence of the auditors or audit companies. The Audit Committee approves in advance the non-audit services. The Regulations of the Audit Committee approved by the Board of Directors in the meeting held on December 13, 2018, reinforce some aspects related to the functions and responsibilities assigned to the Audit Committee with respect to the relation with the statutory auditor and, in particular, with respect to its independence. There are no special conditions relating to relationships with financial analysts, investment banks and rating agencies and these entities operate fully independently of the Company. The information disclosed by the Company complies with the principles of transparency and fairness; the information is true, clear, quantified and complete and contains no subjective assessments that are or may be misleading. In this regard, the Board of Directors, in the session held on October 6, 2016, approved the “Policy regarding communication and contact with shareholders, institutional investors and proxy advisors”, by which the main principles governing the relations with the different stakeholders are set up, among others:

• Responsibility, diligence, and transparency in the information disclosure

• Equal treatment, and protection of the rights and interests of stakeholders

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• Promotion of transparency, fairness and proactivity in the provision of information to stakeholders

• Cooperation with the shareholders for the practices regarding the provision of information and relations with the markets to be transparent, effective, while keeping with the corporate interest.

The Secretariat of the Board of Directors together with the Investor Relations Department, are the internal bodies responsible for the implementation and enforcement of these general principles in any relationship with shareholders, investors (qualified or not) and proxy advisors.

C.1.31 State whether the Company changed its external auditor during the year.

If so, please identify the incoming and outgoing auditor:

Yes No X

Remarks

The General Shareholders’ Meeting of June 21, 2018 approved the appointment of Ernst & Young, SL, a Spanish company, domiciled in Plaza Pablo Ruiz Picasso 1, Torre Picasso, Madrid, with CIF number B- 78970506, as auditors of the Company's Accounts for an initial period of three years, for the performance of the audit of the individual and consolidated annual accounts of the Company for the fiscal years ending on December 31, 2019, 2020 and 2021, as well as the performance of the other auditing services required by the Law that the Company might require.

If there were any disagreements with the outgoing auditor, please

provide an explanation:

Yes No X

C.1.32 State whether the audit firm provides any non-audit services to the

Company and/or its Group and, if so, the fees paid and the corresponding

percentage of total fees invoiced to the Company and/or Group:

Yes X No

Company Group

companies

Total

Amount invoiced for non-audit

services

(thousand euros)

672

1,585

2,258

Amount invoiced for non-audit

services/Amount for audit work (in %)

16.29

38.45

54.74

Explanation of disagreements

32

C.1.33 State whether the auditors’ report on the financial statements for

the preceding year contains a qualified opinion or reservations. If so,

please explain the reasons given by the Chairman of the Audit

Committee to explain the content and extent of the aforementioned

qualified opinion or reservations.

Yes No X

C.1.34 State the number of consecutive years the current audit firm has been

auditing the financial statements of the Company and/or group.

Furthermore, state the number of years audited by the current audit

firm as a percentage of the total number of years that the financial

statements have been audited:

Individual Consolidated

Number of consecutive years 13 13

Individual Consolidated

Number of fiscal years audited by the current audit firm/Number of fiscal years the Company has been

audited (in %)

100

100

C.1.35 State whether there is a procedure whereby Directors have the

information necessary to prepare the meetings of the governing bodies

with sufficient time and provide details if applicable:

Yes X No

Inasmuch as the Board meeting is called and within the deadlines established by the Bylaws between the meeting notice and the meeting, the Directors are sent, through the Secretary of the Board in coordination with the Chairman, apart from the agenda, all support documentation on the various agenda items, so that they may request the appropriate clarifications prior to the meeting being held and can deliberate more appropriately on the various items the day the Board meeting is held.

The Agenda contains matters for decision as well as purely informational matters which are presented by the management team, with the assistance of independent experts if necessary. The Agenda is agreed to previously with the Chairman of the Board of Directors.

Explanation of procedure

33

In addition, the Director has the duty to be diligently informed about how the Company is run. For such purpose, the Director may request information on any aspect of the Company and examine its books, records, documents and other documentation. The right to information extends to subsidiaries whenever possible.

The request for information must be addressed to the Chairman of the Board of Directors, who will cause it to be delivered to the appropriate applicable spokesperson at the Company.

If entailing confidential information in the judgement of the Chairman, the Chairman will advise this circumstance to the Director who requests and receives it, as well as of his or her duty of confidentiality in accordance with the provisions of the Regulations of the Board.

C.1.36 State whether the Company has established rules whereby Directors

must provide information regarding and, if applicable, resign, in

circumstances that may damage the Company’s standing and

reputation. If so, provide details:

Yes X No

Article 29 of the Regulations of the Board of Directors establishes that the Director has to disclose to the Company those circumstances affecting him, and which may impair the credit or reputation of the Company, especially any criminal proceedings in which he appears as accused and the procedural vicissitudes thereof which are significant. The Board may, after examining the situation presented, require the Director’s resignation, and the Director must abide by this decision. Within the cases of resignation of Directors provided by the Regulations of the Board, it is expressly provided that the Directors must place their position at the disposal of the Board of Directors and formalize, if it deems this appropriate, the pertinent resignation, in the following cases: (a) when they leave the executive positions with which, where applicable, their appointment as Director was associated; (b) when they are subject to any of the cases of incompatibility or prohibition provided by law;

(c) when they are indicted for an allegedly criminal act or are subject to a disciplinary proceeding for serious or very serious misdemeanor instructed by the supervisory authorities;

(d) when their continuation on the Board may put in risk the Company’s interests or when the reasons for which they were appointed disappear. In particular, in the case of proprietary external Directors, when the shareholder they represent sells its stakeholding in its entirety. They must also do so, in the corresponding number, when the said shareholder lowers its stakeholding to a level which requires the reduction of the number of external proprietary Directors;

(e) when significant changes in their professional status or in the conditions under which they were appointed Director take place; and

(f) when due to facts attributable to the Director, his continuation on the Board causes serious damage to the corporate net worth or reputation in the judgement of the Board.

34

C.1.37 State whether any member of the Board of Directors has notified the

Company that he or she has been tried or notified that legal proceedings

have been filed against him or her, for any offences described in Article

213 of the LSC:

Yes No X

C.1.38 Detail any material agreements entered into by the Company that come

into force, are modified or are terminated in the event of a change

in control of the Company following a public takeover bid, and their

effects.

Except as mentioned below (standard provisions for financial agreements), there are no

significant agreements entered into by the Company which come into force, are amended, or

terminated in case of a change of control.

The finance contracts dated May 14, 2012, and April 29, 2013, executed with the European

Investment Bank, in the amount of 200 and 150 million euros respectively, establishes that in

the case of a change in control equivalent t o the acquisition of 30% of the voting rights

exercisable at a General Shareholders’ Meeting, this will lead to the early termination of the

facility agreement.

The revolving credit facility agreement dated April 27, 2018 in the amount of 1,000 million euros

includes also the same change of control provision.

The issuance of bonds by Amadeus Capital Markets, SAU, in November 2015, in September 2016

and in May 2017, for an amount of 500 million each (all of them in force) and the issuance of

bonds by Amadeus IT Group, SA, in September 2018, for an amount of 1,500 million euros, set

forth the same change of control provision.

C.1.39 Identify individually for Director, and generally in other cases, and

provide detail of any agreements made between the Company and

its Directors, executives or employees containing indemnity or golden

parachute clauses in the event of resignation or dismissal or termination

of employment without cause following a takeover bid or any other type

of transaction.

Number of beneficiaries 4

Type of beneficiary

Senior Management and CEO. Description of agreement

There are no indemnification clauses for the benefit of Non-Executive Directors.

35

The contract governing the responsibilities of the CEO includes an indemnity provision for a compensation equivalent to twice his gross base salary (excluding annual and/or long-term bonuses) in case of dismissal without cause, as well as a non-compete covenant subject to Board’s discretion, for an amount equivalent to one year gross base salary. In the event of a change of control and within a period of six months, the CEO has the option to terminate his contract with the right to receive an indemnity equivalent to twice his annual gross base salary. With respect to the Senior Management, the employment contracts contemplate indemnification clauses in case of wrongful dismissal, which range between one year and two years of annual salary (excluding annual bonuses) In general terms, the employees lack indemnification clauses other than those established by labor law currently in force for cases of wrongful dismissal.

State if these contracts have been communicated to and/or approved

by management bodies of the Company or of the Group. If they have,

specify the procedures, events and nature of the bodies responsible

for their approval or for communicating this:

Board of Directors General Shareholders’

Meeting

Body authorising the severance

clauses

X X

YES NO

Are these clauses notified to the General Shareholders’

Meeting?

X

C.2 Committees of the Board of Directors

C.2.1 Provide details of all Committees of the Board of Directors, their

membership, and the proportion of executive, proprietary,

independent and other external Directors that comprise them:

AUDIT COMMITTEE

Name Post Category

MR. GUILLERMO DE LA DEHESA ROMERO MEMBER INDEPENDENT

MRS. PILAR GARCÍA CEBALLOS-ZUÑIGA MEMBER INDEPENDENT

MR. PIERRE-HENRI GOURGEON MEMBER OTHER EXTERNAL

MR. DAVID WEBSTER MEMBER INDEPENDENT

DAME CLARA FURSE CHAIRMAN INDEPENDENT

% of proprietary Directors

% of independent Directors 80,00%

% of other external Directors 20,00%

36

Explain the duties exercised by this Committee, describe the rules and

procedures it follows for its organization and function. For each one of

these functions, briefly describe its most important actions during the

year and how it has exercise in practice each of the functions attributed

thereto by law, in the Articles of Association or other corporate

resolutions.

COMPOSITION

The Audit Committee is composed of a minimum of three and maximum of five members, all of them external Directors and with majority of independent Directors. It shall appoint from within a Chairman who must necessarily be an independent Director. The members of the Audit Committee, and especially its Chairman, shall be designated taking into account their knowledge in relation to the industry in which the Company operates and experience in accounting, audit or risk management matters.

COMPETENCIES

Please refer to section C.1.15 of this Report, where the new wording of Article 35 (Audit Committee) of the Regulations of the Board is included.

ORGANIZATION

Please refer to section C.1.15 of this Report, where the new wording of Article 35 (Audit Committee) of the Regulations of the Board is included. ACTIVITIES 2018

The Audit Committee has performed the corresponding annual report for the year 2018 regarding its functioning, focusing in the following areas:

- Rules and regulations of the Audit Committee.

- Composition of the Audit Committee.

- Operation.

- Items discussed by the Audit Committee during fiscal year 2018:

• External audit: Under this section, the Company’s auditors report to the Audit Committee on the most relevant aspects of the audit work in progress and semi-annual periodic reporting, as well as on significant accounting aspects, including the application of accounting standards, describing, if any, the existence of discrepancies between the Company’s Management and the auditors with respect to any specific item.

• Internal audit: Under this section, the Group Internal Auditor reports to the Audit Committee on:

✓ The Internal Audit department’s purpose, authority, and responsibility.

✓ The Internal Audit department’s plan and performance relative to its plan.

✓ The Internal Audit department’s conformance with the IIA’s Code of Ethics and

Standards, and action plans to address any significant conformance issues.

✓ Significant risk exposures and control issues, including fraud risks, governance

issues, and other matters requiring the attention of, or requested by, the Audit

Committee.

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✓ Results of audit engagements or other activities.

✓ Resource requirements.

✓ Any response to risk by management that may be unacceptable to the Organization.

• Risk management: This section focuses on the follow-up of the preparation of a risk map and its periodical update, in order to develop a Risk Management Policy & Procedures to allow controlling risks through measurement of their probability and impact. Areas of review are as follows, i) Risk and Compliance and ii) Security.

• Other items: Grouped under this section, reference should be made to the following matters, amongst others; i) 2017 Annual Report of the Audit Committee, ii) Annual Fiscal Policy Report 2017, iii) 2017 Annual Report on independence of external auditors, iv) 2018 quarterly financial reporting, v) Approval of non-audit services 2018, vi) External audit fees 2018, vii) Appointment of Chairman and viii) Regulations of the Audit Committee.

- Related transactions.

- Independence of the external auditor.

- Self-evaluation of the Board of Directors.

- Assessment of the functioning and performance of the Audit Committee.

- Incidents and proposals for improving the Company’s rules of governance.

- Others

Identify the Directors who are member of the Audit Committee and

have been appointed taking into account their knowledge and

experience in accounting or audit matters, or both, and state the date

that the Chairperson of this Committee was appointed.

Name of Directors with experience MR. DAVID WEBSTER DAME CLARA FURSE MR. GUILLERMO DE LA DEHESA MRS. PILAR GARCÍA MR. PIERRE-HENRI GOURGEON

Date of appointment of the Chairman 01/08/2018

NOMINATIONS AND REMUNERATION COMMITTEE

Name Post Category

MR. FRANCESCO LOREDAN MEMBER OTHER EXTERNAL

DAME CLARA FURSE MEMBER INDEPENDENT

MR. GUILLERMO DE LA DEHESA ROMERO CHAIRMAN INDEPENDENT

MR. DAVID WEBSTER MEMBER INDEPENDENT

MR. PETER KUERPICK MEMBER INDEPENDENT

% of proprietary Directors 0

% of independent Directors 80%

% of other external Directors 20%

38

Explain the duties exercised by this Committee, describe the rules and

procedures it follows for its organisation and function. For each one of

these functions, briefly describe its most important actions during the

year and how it has exercise in practice each of the functions attributed

thereto by law, in the Articles of Association or other corporate

resolutions.

COMPOSITION The Nominations and Remuneration Committee shall be formed by external Directors, the majority being independent Directors, in the number to be determined by the Board of Directors, with a minimum of three (3) and a maximum of five (5). The members of the Nominations and Remuneration Committee shall be designated by the Board of Directors. The Nominations and Remuneration Committee shall designate from among its number a Chairman. This shall be an independent Director and shall be replaced every two (2) years. He may be reappointed once one (1) year has elapsed from the time he ceased to be Chairman.

COMPETENCIES Notwithstanding the duties assigned to it by law, the Bylaws or other duties which may be assigned thereto by the Board of Directors, the Nominations and Remuneration Committee shall have the following basic responsibilities: (a) to evaluate the competence, knowledge and experience necessary in the members of the

Board of Directors;

(b) to make proposals to the Board of Directors of independent Directors to be appointed by co-optation or for submission to decision by the General Shareholders Meeting, and proposals for re-election or removal of those Directors by the General Shareholders Meeting;

(c) to report on proposals for the appointment of the other Directors to be appointed by co-optation or for submission to decision by the General Shareholders Meeting, and proposals for their re-election or removal by the General Shareholders Meeting;

(d) to report on proposals for appointment and removal of senior managers and the basic terms of their contracts;

(e) to examine and organise the succession of the Chairman of the Board of Directors and the chief executive of the Company and, if appropriate, to make proposals to the Board of Directors so that that succession shall occur in an orderly and planned manner;

(f) to establish a goal for representation of the gender least represented on the Board of Directors, and developing guidance on how to achieve that goal;

(g) to consider the suggestions posed thereto by the Chairman, the Board members, executives or shareholders of the Company;

(h) to propose to the Board of Directors the remuneration policy for Directors and general managers or those performing senior management functions under the direct supervision of the Board, executive Committees or Chief Executive Officers, as well as the individual remuneration and other contractual conditions of executive Directors, ensuring compliance therewith;

39

(i) to assist the Board in the compilation of the report on the remuneration policy of the Directors and submit to the Board any other reports on retributions established in these Regulations.

ORGANIZATION The Nominations and Remuneration Committee shall meet every time it is convened by its Chairman, who must do so whenever the Board or its Chairman requests the issuance of a report or the adoption of proposals and, in any case, whenever expedient for the proper development of its functions. It shall be convened by the Chairman of the Committee, either at his own initiative, or at the request of the Chairman of the Board of Directors or of two (2) members of the Committee itself. The meeting notice shall be given by letter, telegram, fax, e-mail, or any other means which allows a record of receipt. The Nominations and Remuneration Committee shall be validly assembled when the majority of its members attend in person or by proxy. Resolutions shall be adopted by majority of members attending in person or by proxy. Minutes of the resolutions adopted at each meeting shall be drawn up, which shall be reported to the Board in plenary session. The minutes shall be available to all Board members through the Office of the Secretary but shall not be forwarded or delivered for reasons of discretion, unless otherwise ordered by the Chairman of the Committee. ACTIVITIES 2018

The Nominations and Remuneration Committee has performed the corresponding annual report for the year 2018 regarding its functioning, focusing in the following areas:

- Competency and duties of the Nominations and Remuneration Committee.

- Composition of the Nominations and Remuneration Committee.

- Operation.

- Matters addressed during the fiscal year 2018:

Compensation matters:

• Approval of 2018 total target compensation for the members of the Executive Committee.

• Approval 2017 annual bonus (APP) results and final outcome for Excom.

• Non-executive Director fees 2018

• Approval of 2018 annual bonus (APP) structure, metrics and calibration of performance ranges.

• PSP 2018 metrics and calibration of performance ranges.

• Annual update on Restricted Share usage (RSP), 2018.

• Share Match program (SMP), 2018.

• Performance updates for the Annual Bonus and Performance Share Plan 2018.

• New equity envelope (PSP, RSP and SMP) 2019-2021

Corporate matters:

• Update of number of shares to be held by the Executive Committee members*.

• Nominations and Remuneration Committee Report for 2017.

• Annual Report 2017 on the Remuneration of Directors.

• Approval of Directors’ remuneration policy (2019-2021).

• External Board assessment (PWC). Verification of independence of external consultant.

• Status on Board succession planning.

40

Nomination matters:

• Changes in the composition of the Executive Committee

• Proposal on renewal of independent Directors, previous Report on renewal of other external Directors and Report on Board of Directors’ future requirements and needs.

• Update on the non-executive Director search and presentation of finalist candidates (Mr. Kuerpick and Mr. Gemkow).

Others:

• Tentative calendar 2019.

- Nature of the Directors (independent, executive and other externals).

- Composition of the Board of Directors.

- List of companies in which the Board members serve also as Directors and/or executive managers. - Verification of compliance with the Directors’ Selection Policy.

C.2.2 Complete the following table with information regarding the number of

female Directors who were members of Board Committees at the close

of the past four years:

Number of female Directors

Fiscal Year 2018

Number %

Fiscal Year 2017

Number % Fiscal Year 2016

Number % Fiscal Year 2015

Number %

Audit Committee 2 40% 1 20% 1 20% 1 20%

Nominations and Remuneration

Committee

1 20% 1 20% 1 20% 1 20%

C.2.3 State, where applicable, the existence of any regulations governing Board

Committees, where these regulations may be found, and any

amendments made to them during the year. Also state whether any

annual reports on the activities of each Committee have been voluntarily

prepared.

AUDIT COMMITTEE

The Audit Committee is regulated by Article 35 of the Regulations of the Board. The

Board of Directors of the Company, in the meeting held on June 21, 2018, approved the amendment of the following article of the Regulations of the Board of Directors in order to adapt its content to the new wording of the By-laws, as approved by the Ordinary General Shareholders’ Meeting held on the same day.

41

The new amended and restated Regulations of the Board of Directors were registered with the Spanish Stock Exchange Commission (Comisión Nacional del Mercado de Valores) on August 1, 2018 under registration number 2018096211.

The amended Regulations of the Board are available both on the Company's corporate website (https://corporate.amadeus.com) under the Investor Relations section and in the CNMV records

relating to the Company, which can be accessed from their website (www.cnmv.es). The Audit Committee has drafted the required annual report on its activities for fiscal year 2018, which is available on the Company's corporate website https://corporate.amadeus.com (Investor Relations- Corporate Governance-Other annual reports and policies).

On December 13, 2018, the Board of Directors approved the Regulations of the Audit Committee, to come into force on January 1, 2019, available on the Company's corporate website (https://corporate.amadeus.com) under the Investor Relations section.

NOMINATIONS AND REMUNERATION COMMITTEE

The Nominations and Remuneration Committee is regulated by Article 36 of the Regulations of the Board. No changes in fiscal year 2018. The new amended and restated Regulations of the Board of Directors were registered with the Spanish Stock Exchange Commission (Comisión Nacional del Mercado de Valores) on August 1, 2018 under registration number 2018096211. The amended Regulations of the Board of Directors are available both on the Company's corporate website (https://corporate.amadeus.com) under the Investor Relations section and in the CNMV records relating to the Company, which can be accessed from their website (www.cnmv.es). The Nominations and Remuneration Committee has drafted the required annual report on its activities for fiscal year 2018, which is available on the Company's corporate website https://corporate.amadeus.com/ (Investor Relations-Corporate Governance-Other annual reports and policies).

42

RELATED-PARTY AND INTRAGROUP TRANSACTIONS

D.1 Describe, if applicable, the procedure for approval of related-party and intragroup

transactions.

There are no significant shareholders with whom business or other transactions are performed by

the Company. Transactions with airlines, which are not significant shareholders, arise in the

ordinary course of business and are carried out at arm's length.

Transactions with group companies arise in the ordinary course of business and are eliminated in

the consolidation process. Transfer pricing analyses are completed to verify that these

transactions are carried out at arm's length. Advance Pricing Agreements (APAs), the content and

scope of which are reported to the Audit Committee, have been reached with the governments

of the countries with significant intra‐group volumes (e.g. Spain, France and Germany). The APA

is currently in process of renewal.

The Board of Directors is the competent body for the approval of transactions with related parties and intragroup transactions, without prejudice of the Audit Committee’s faculties to monitor compliance with regulations with respect to transactions with related parties, as well as to report, beforehand, to the Board of Directors such transactions.

D.2 Describe any transactions which are significant, either because of the amount

involved or subject matter, entered into between the Company or entities within

its group and the Company’s significant shareholders:

Remarks

There are no relevant transactions carried out by the Company or entities within its Group with its

significant shareholders.

D.3 Describe any transactions that are significant, either because of their amount or

subject matter, entered into between the Company or entities within its group

and Directors or managers of the Company:

Remarks

There are no relevant transactions carried out by the Company or entities within its Group with

the Directors of the Company or with its Executive Management team different from the

remuneration received by each of them, as set forth in Section C.1.13 (Directors) and C.1.14

(Executive Management) above, and the following:

- Dividend paid in 2018 to Board members and executive Management team: KEUR 913 - Interim dividend payable (on account 2018): KEUR 416

Procedure for reporting related party transactions

D

43

D.4 Report any material transactions carried out by the Company with other entities

belonging to the same group, provided that these are not eliminated in the

preparation of the consolidated financial statements and do not form part of the

Company’s ordinary business activities in terms of their purpose and conditions.

In any event, note any intragroup transaction conducted with entities established

in countries or territories which are considered tax havens:

Corporate name of Group entity Brief description of the transaction Amount

(thousands of euros)

Amadeus Lebanon S.A.R.L.

Services received from Amadeus Lebanon S.A.R.L. relating to the promotion of the Amadeus GDS System.

2,479

Amadeus Lebanon S.A.R.L. Services rendered to Amadeus Lebanon S.A.R.L. relating to the promotion of the Amadeus GDS System.

22

Jordanian National Touristic

Marketing P.S.C.

Services received from Jordanian National Touristic Marketing P.S.C. relating to the promotion of the Amadeus GDS System.

2,537

Jordanian National Touristic

Marketing P.S.C.

Services rendered to Jordanian National Touristic Marketing P.S.C. relating to the promotion of the Amadeus GDS System.

615

Remarks

There are no relevant transactions carried out by the Company with any of its Group companies

which are not eliminated in the preparation of the consolidated financial statements.

All transactions carried out with Group companies based in territories considered tax havens during

2018, correspond to the ordinary course of business within these territories, and are summarized

in this Section D.4.

D.5 State the amount of any transactions conducted with other related parties

that have not been reported in the previous sections.

Remarks

There are no relevant transactions carried out by the Company with other related parties other than

those described in Section D.2 (Significant shareholders), D.3 (Directors or Executive Management)

and D.4 (Group companies).

44

D.6 Describe the mechanisms in place to detect, determine and resolve potential

conflicts of interest between the Company and/or its group and its Directors,

senior management or significant shareholders.

The Director shall adopt the necessary measures to avoid situations where his interests, whether

for his own or another’s account, may come into conflict with the interest of the Company and

with his duties to the Company and, in any case, the Director must report, when he has

knowledge thereof, the existence of conflicts of interest to the other Directors and to the Board

of Directors and abstain from participating and intervening in deliberations and voting on

resolutions or decisions in which the Director or a related person has a conflict of interest, direct

or indirect.

The Director may not directly or indirectly carry out professional or commercial transactions with

the Company except in cases of waiver set out in the Regulations of the Board, and will require

depending on the case, the approval from the General Shareholders’ Meeting or from the Board of

Directors.

The votes of Directors affected by the conflict and who must abstain shall be deducted for

the purpose of computing the majority of votes necessary.

In any case, situations of conflict of interest to which the Directors are subject shall be reported in

the Annual Report on Corporate Governance and in the notes to the financial statements.

The Directors must notify the Board of i) any stake they have in the capital of a company performing

the same, analogous or complementary activity to the one included in the Company’s corporate

purpose; ii) the positions and functions they perform in such company and iii) the performance,

acting as an independent contractor or employee, of the same, analogous or complementary

activity to the one included in the Company’s corporate purpose. Said information shall be

included in the annual report.

D.7 Is there more than one company in the group listed in Spain?

Yes No X

Identify the other companies that are listed in Spain and their relationship to

the Company:

State if the respective areas of activity and business relationships between the

listed companies have been defined publicly and precisely, as well as between the

subsidiary and other members of the group;

Yes No

45

Identify measures taken to resolve potential conflicts of interest between

the listed subsidiary and the other group companies:

46

SYSTEMS OF CONTROL AND RISK MANAGEMENT

E.1 Please explain the scope of the Company’s Risk Management System, including tax risks.

The Risk Management System for the Amadeus Group is aimed at allowing the Group: - to achieve the long-term objectives as per the established Strategic Plan; - to contribute the maximum level of guarantees to shareholders and clients defend their respective

interests; - to protect the Group’s earnings; - to protect the Group’s image and reputation; - to guarantee corporate stability and financial solidity sustained over time. The Company has a corporate risk management model whereby it performs a permanent monitoring of the most significant risks which could affect both the organization itself, the companies forming its Group, as well as the activity and objectives thereof. Thus, the general risk management control policy is carried out through a set of procedures, methodologies and support tools which allow Amadeus, especially with the making of a Corporate Risk Map, to achieve the following objectives: - To identify the most relevant risks that affect the strategy, operations, reporting and compliance. - To analyze, measure and evaluate said risks with regard to their probability and impact, following procedures and standards that are homogeneous and common to the entire Group in order to ascertain the relevance thereof. - To prioritize said risks pursuant to the level of probability/impact and how they could affect the Group’s activity or operations, and its objectives. Impact is assessed mainly from a financial and reputational stand point. - To define the most suitable response to each of the top identified risks, in most cases, managing them through adequate procedures that mitigate the impact of the materialization of risks. This is achieved more specifically through the designation of ‘risk owners’ and the preparation and follow-up of action plans. - To evaluate and monitor risks, together with action plans and mitigation measures, through the use of tools such as correlation analysis, stress tests and sensitivity analysis for financial and business risks. The ultimate purpose is aimed at having a record of the most relevant risks which could compromise the achievement of the objectives of the Group’s Strategic Plan. This risk analysis is a fundamental element in the Group’s decision-making processes, both in the sphere of governing bodies as well as in managing business. Within the framework of the Criminal Code’s reform, the Company also performs an identification of the crimes under the scope of enforcement of the Criminal Code in accordance with the activities carried out by the Company. Tax risks are treated under the Corporate Risk Map umbrella as well as in the Corporate Crime Prevention Map, which includes tax crimes. Within the tax area, the most significant tax risks (financial or reputational) are analyzed as far as their probability and impact are concerned.

E

47

E.2 Please identify the Company’s bodies responsible for preparing and executing the Risk Management System, including the tax area.

Amadeus formally adopted, with the Board of Directors’ and the Executive Committee’s endorsement, the following Three Lines of Defense Model – a model for integrating, coordinating and aligning all support and assurance functions within the entity, ensuring an effective management of risks across the organization:

In this 3-lines-of-defense model, there are operational areas such as commercial or legal (including the Tax Unit) in the front line to manage risks, while other corporate areas and bodies are in the second and third line of defense. The main areas and bodies responsible for risk management are: The Risk & Compliance Office is in charge of developing the Corporate Risk Map (including tax risks) and to establish the control procedures for each one of the risks identified together with each risk owner and finally, to monitor the same. The risks resulting from the risk exercise are periodically reported to the Risk Steering Committee as well as to the Audit Committee. The risk management function is independent of the business lines, reporting directly to the Secretary of the Board of Directors and, quarterly, to the Audit Committee. The Risk Steering Committee is a decision body dependent on the Executive Committee with the objective of providing oversight and guidance on risk management activities and issues across the Amadeus Group, including risk assessment and prioritization, risk mitigation strategies and crisis responses.

48

The Audit Committee is becoming much more than a consulting body of the Board of Directors, whose principal duties consist of serving as support to the Board in its monitoring tasks by means of, inter alia, the periodic review of internal control and risk management systems, in order that the principal risks may be identified, managed and disclosed adequately. The Audit Committee is regularly updated by the risk management function on the status and the Company’s approach towards risk management. Finally, the Group Internal Audit Office, in the third line of defense, focuses on the evaluation and adequacy of existing controls related to the principal risks to guarantee that potential risks of all types which could affect the attainment of the Group’s strategic objectives are identified, measured and controlled at all times. The governance of the cyber-security relies on the joint action of the Combine Assurance team (composed by members of the Security, Risk & Compliance and Privacy area), and the Chief Information Security Officer (CISO), supported by the Security Office Global Operations, the Security Office Global Application Development, the Security Office Business Services & Products and the Security Office Global Internal Systems. The Combine Assurance team reports to the Corporate Secretary and to the Risk Steering Committee.

E.3 Please indicate the main risks, including tax risks, and if significant, those related to

corruption (under the scope of Real Decreto Ley 18/2017), which could affect the achievement of business objectives.

The Risk Map at the Group level defines the most critical risks in the areas relating to the activity and to the achievement of the Group’s objectives. Highlighted among the latter are technological risks, operational risks that could affect the efficiency of operational processes and the provision of services, security risks, commercial risks which could affect customer satisfaction, reputational risks and compliance risks.

With respect to IT security, as many other IT companies, we need to focus our efforts in dealing with cyber-attacks, not only strengthening our access controls and incident response plans but also through comprehensive security awareness programs which aim is to ensure that all the organization is aware and well prepared to prevent and detect this type of threats.

Due to its universal and dynamic nature, the system allows considering new or emerging risks that could affect the Group as a consequence of changes in surroundings or adjustments of objectives and strategies. Periodic comparisons of the Risk Map are made which allow visualizing the degree of progress in mitigating them o, as the case may be, the appearance of new risks or increase in those already existing.

There is not a specific tax risk that could affect the achievement of business objectives, but the Amadeus business model and the presence of the Group via subsidiaries/affiliates in very different local jurisdiction make necessary to focus on the design of appropriate transfer pricing policies.

In regard to corruption risks, the Company has taken measures to prevent and avoid their materialization not only at a local level, but also within the Group. This is done through corporate policies specifically dedicated to anti-bribery and corruption, contributions to foundations and non-profit entities, as well as to political parties within a framework of compliance culture that is based on the Code of Ethics and Business Conduct of the Group.

These policies are implemented through an awareness and training program on this subject (online and face-to-face) that guarantees that the entire organization is prepared to detect and prevent this type of threats. In addition, there are other effective measures in the financial area that prevent this type of conduct from Amadeus employees.

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E.4 Please identify whether the entity has a risk tolerance level, including for tax risks. The organization aims at achieving an apprpriate risk profile by implementing a prudent risk management. The Audit Committee supervises the risk appetite and tolerance. The organisation has established risk tolerance levels for several objectives in specific strategic areas in order to ensure the successful achievement of objectives. This includes the tax risks. The level of tolerance is high, medium or low depending on the criticality of the objective that risk is attached to. The higher criticality the lower level of tolerance. With respect to tax risks, the tolerance level depends on several factors to consider on a case by case basis (bilateral adjustments in different jurisdictions, if applicable, no penalties associated, a reasonable interpretation of the law, etc.). E.5 Please indicate which risks, including tax risks, have materialized during the fiscal year,

including tax risks. No significant risks have impacted Amadeus during 2018.

E.6 Please explain the response and supervision plans for the entity’s main risks, including

tax risks. Each Risk is assigned to a Risk Owner in the organisation who will manage it and report it on a periodical basis to the Risk & Compliance Office. The organisation has established a list of options for each risk and some examples for each of these:

• Avoid: Steps taken with the aim of avoiding unforeseen events. The following could be samples:

o The decision not to undertake new initiatives/activities that could give rise to Risks.

o To discontinue a business unit, product line or geographic segment.

o The decision not to implement complex tax structures inconsistent with business in order to save taxes.

• Share: Transfer the effect of a possible loss to third parties. Some examples are as follows:

o Externalise business processes.

o Contract insurance against significant unexpected losses.

o Protect against the Risks employing long-term capital market instruments.

o Reach agreements with other companies.

• Mitigate: Reduce the probability of an event or impact occurring or both. Some examples could be the following:

o Implement efficient business processes.

o Implement operative limits.

o Rebalance the asset portfolio to reduce the Risk index related to certain types of losses.

o Increase management involvement in decision-making and follow-up.

o Reassign the cost between operating units.

o Implement an adequate tax strategy as corporate policy

• Accept: A decision duly communicated and supported to accept the impact and the probability of a certain impact. For example:

o Rely on the natural compensations that exist within the portfolio.

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The design of the response to Risk should consider a cost/benefit analysis between the impact of the Risk and the actions to be undertaken to manage it. Amadeus has implemented a prudent risk management policy, notwithstanding its commitment and obligation to protect the interests of the Company and its shareholders within a framework of support for the business strategy in the long term, avoiding tax risks and inefficiencies in the implementation of business decisions.

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INTERNAL RISK MANAGEMENT AND CONTROL SYSTEMS RELATED TO THE PROCESS OF

PUBLISHING FINANCIAL INFORMATION (ICFR)

Describe the mechanisms comprising the System of Internal Control over Financial

Reporting (ICFR) of your Company.

F.1 Control environment

Report on at least the following, describing their principal features:

F.1.1. The bodies and/or departments that are responsible for (i) the

existence and maintenance of an adequate and effective ICFR; (ii)

their implementation; and (iii) their supervision.

The following bodies are responsible of the existence and/or review of the Amadeus ICFR model:

Board of Directors

The Board of Directors of Amadeus IT Group, S.A. (hereinafter the Company, Amadeus or the Group) is the highest body, except for those activities attributed to the General Shareholders’ Meeting, of representation, administration, direction, management and control of the company and sets out the general guidelines and economic objectives. The Board of Directors, through the Audit Committee, is responsible of the supervision and maintenance of an effective internal control over financial reporting.

The setting of the risk management and control policy, tax risks included, is a non-delegable faculty of the Board of Directors.

The Board of Directors has delegated to the CEO, with a permanent character, all the faculties permitted by the law and the by-laws.

Audit Committee

The Audit Committee is an advisory body to the Board of Directors whose main function is to provide support to the Board in its oversight duties by, among other actions, periodic review of internal control and risk management so that main risks are identified, managed and disclosed properly. The Committee monitors compliance with the applicable rules, at the national or international level and also supervises the preparation and integrity of the Company’s and consolidated financial information, reviewing compliance with regulatory requirements and proper application of accounting principles and inform about the proposals of the accounting principles and criteria suggested by management of the Company. It also receives direct and regular information about this activity from both internal and external company auditors. Its responsibilities are set forth in article 529.14 of the Spanish Capital Companies Act, article 42 of the company’s bylaws and article 35 of the Regulations of the Board, which includes, among others:

a) informing the Company’s Shareholders’ Meeting of any issues that may arise as regards affairs for which the Committee is responsible and, in particular, regarding the outcome of the audit, explaining how it has contributed to the integrity of financial information and the role that the Committee has played during this process.

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b) supervising the efficiency of the company’s internal control, the internal audit, if applicable, and the risk management systems, including tax risks, as well as discussing with the account auditors or auditing firms any significant weaknesses in the internal control system identified in the performance of the audit, without compromising its independence

c) supervising the process of preparation and presentation of the regulated financial information

d) referring to the Board of Directors the proposals for selection, appointment, re-election and replacement of the external auditor, as well as the conditions of the engagement thereof, and regularly gather information from it regarding the audit plan and its implementation, in addition to preserving its independence in the exercise of its functions

e) managing relations with the external auditor or auditing firms in order to receive information about matters that could jeopardize their independence, for its examination by the Committee, and any other matters related to the process of auditing the accounts, as well as the other notifications envisaged in auditing legislation and the technical auditing rules, and when appropriate, authorise services other than those prohibited under the legislation in force. In any case, they shall receive on an annual basis from the account auditors or auditing firms, the written confirmation as to their independence vis-à-vis the company or companies directly or indirectly linked to it, as well as detailed information on an individual basis on any type of additional services provided to, and the related fees received from, these entities by the external auditor or auditing firms, or by the persons or entities linked to the latter pursuant to the regulations on auditing activities;

In this regard, the Audit Committee approves in advance the non-audit services rendered by the auditor or companies related on a yearly basis. These non-audit services (recurrent or not) comply with requirements of the Audit Law (Law 22/2015 of July 20, 2015) and the European Regulation 537/2014 of April 16.

f) issuing on an annual basis, prior to issuing the accounts audit report, a report stating an opinion regarding whether the independence of the account auditors or auditing firms has been compromised. This report shall, in any case, contain a detail evaluation of the provision of each and every additional services as referred to in the preceding paragraph, taken individually and as a whole, other than the legal audit, as regards the scheme of independence of the auditors and regulations governing audit activities;

g) reporting, beforehand, to the Board of Directors on all matters contemplated in the law, the Bylaws and the Board Regulations, in particular regarding;

1. the financial information the company periodically must make public,

2. the creation or acquisition of interests in special purpose entities or those domiciled in countries or territories that are treated as tax havens and 3. transactions with related parties.

It is a basic function of the Audit Committee to periodically revise the Company’s internal control and risk management systems and in particular, that the design of the internal control over financial reporting (ICFR) is appropriate, so as the main risks are identified, managed and disclosed as appropriate.

The members of the Audit Committee, in particular its Chairman, are appointed considering their knowledge and experience of accounting, audit and risk management issues.

The Audit Committee reviews and approves the scope of activities of the internal and external auditors and is responsible for issues raised by both of them.

Executive Committee

This Executive Committee, led by the CEO, executes the overall risk policy of the Group and, where appropriate, establishes management mechanisms that ensure risks are maintained within the approved levels established by the Board of Directors.

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Internal Audit Department

The Internal Audit Department assists the Audit Committee in its mandate of monitoring the effectiveness of the company’s internal control and risk management systems and inform periodically of the deficiencies detected and the actions proposed for those deficiencies.

Chief Financial Officer

The Chief Financial Officer (hereinafter CFO), as part of the Executive Committee, supports the Audit Committee by carrying out the following duties related to internal control over financial reporting:

o Select the accounting policies applicable to the financial information o Establish and distribute the necessary procedures for internal control over financial

reporting o Supervise compliance with the internal control over financial reporting and internal

controls and procedures for external reporting

Internal Control Unit

The main responsibilities of the Internal Control Unit, as part of the Finance Function, and reporting to the Chief Financial Officer, are:

o Monitor internal control over financial reporting globally o Maintain and update the internal control over financial reporting model with input

from control owners o Coordinate control owners on their regular execution of controls o Support the Internal Audit Department on their testing process o Follow-up on corrective actions proposed by Internal Audit Department

The Internal Control Unit aims to perform duties which are used to identify, assess, process and record financial and non-financial information in a consistent, reliable and timely manner and the disclosure of this information.

Risk & Compliance Unit

The Risk & Compliance Unit is in charge of developing the Corporate Risk Map (including tax risks) and to establish the control procedures for each one of the risks identified together with each risk owner and finally, to monitor the same.

The Risk & Compliance Unit participates in the Risk Steering Committee and the Ethics Committee:

The risks resulting from the risk exercise are periodically reported to the Risk Steering Committee as well as to the Audit Committee. The risk management function is independent of the business lines, reporting directly to the Secretariat of the Board of Directors and to the Audit Committee on a recurrent basis.

The Risk Steering Committee is a decision body dependent on the Executive Committee with the objective of providing oversight and guidance on risk management activities and issues across the Amadeus Group, including risk assessment and prioritization, risk mitigation strategies and crisis responses.

The Ethics Committee provides guidance on ethical behavior and compliance issues. This committee also addresses any concerns that employees may have and simultaneously assists in the implementation of the Code of Ethics & Business Conduct throughout the Amadeus Group.

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F.1.2. State whether the following are present, especially if they relate to the

creation of financial information:

• Departments and/or mechanisms in charge of: (i) design and

review of corporate structure; (ii) clear definition of lines of

responsibility and authority with an adequate distribution of

tasks and functions; and (iii) assurance that adequate procedures

exist for proper communication throughout the entity.

The Board of Directors on a plenary basis is responsible for approving the Company’s strategy, the organizational structure to put the strategy into practice, as well as the supervision and control of the Company’s management for the sake of ensuring that it complies with the objectives set and respects the corporate object and interest. The Board of Directors is also responsible for the appointment and eventual removal of the CEO (Chief Executive Officer) and the senior executives reporting to the Board of Directors or to any of its members (the latter as a non-delegable faculty of the Board of Directors as consequence of the amendment to the Spanish Capital Companies Act carried out by Law 31/2014, of December 3).

The design and review of the organizational structure is a responsibility that falls on the Company’s CEO, who allocates tasks and functions, ensuring that duties are adequately segregated and that all areas within the different departments are coordinated to be fully aligned behind the same goals.

The Human Resources Department is responsible for analyzing and communicating the Group organizational changes and the responsibility and authority lines. A detailed organizational chart showing all the Group’s functions are published on the corporate intranet and is available to all employees.

• Code of conduct, the body approving this, degree of

dissemination and instruction, including principles and values,

(state if there is specific mention of transaction recording and

creation of financial information), a body charged with analysing

breaches and proposing corrective actions and sanctions.

Code of conduct

Internal rules of conduct of Amadeus IT Group, S.A. on matters relating to the securities market

The supervision of the compliance with the internal codes of conduct (specifically in relation to matters related to the Securities Market) as well as of the rules of corporate governance, is the responsibility of the Secretariat of the Board of Directors, all of which without prejudice to the fact that incidents, memoranda and reports may form part of the agenda of the Audit Committee meetings, for subsequent submission to the Board in plenary session, if necessary.

Code of Ethics and Business Conduct

The Code of Ethics and Business Conduct (CEBC) summarizes the professional conduct Amadeus expects from its employees. Amadeus is fully committed to comply with all appropriate laws and regulations in all countries and jurisdictions in which we operate. This includes, but is not limited to, laws and regulations pertaining to health and safety, labour, discrimination, insider trading, taxation, data privacy, competition and anti-trust, environmental issues, public tenders, and anti-bribery.

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Beyond a compliance environment, the Company is consistent with the values and principles set forth in the CEBC and is guided by the highest ethical standards, being firmly committed to excellence in the fields of corporate governance, corporate social responsibility, and environmental sustainability. Key areas covered on the CEBC are:

o Relations with employees o Compliance with laws and regulations o Commitment to the environment o Conflicts of Interests, Gifts, and Bribes o Safeguarding Information, Personal Data, and Confidentiality o Relations with Third Parties o Relations with the Media, and o Handling of Company Property, Equipment, and Installations

With this approach in mind, Amadeus Executive Committee created the Ethics Committee made up of Top Management members from various sites and regions, which is empowered to oversee compliance with the CEBC and other laws, policies, rules and regulations that set the framework for ethical business behavior. This body provides support to all stakeholders, and reports to the Secretariat of the Board of Directors. Key activities of the Ethics Committee include:

o Ensure the CEBC and supporting materials are disseminated across the organization

o Review and revise supporting materials necessary to put the CEBC into practice o Monitor performance under the CEBC o Oversee remedial actions called for as a result of breaches of the CEBC o Providing support to employees and the entire Amadeus community in carrying

out ethical business behavior o Handle inquiries and complaints including appropriate escalations when

necessary o Set escalation criteria in conjunction with General Counsel o Validate any regional/local variations or interpretations on the CEBC or the

general subject of professional behavior o Set and review/revise the annual compliance training schedule o Identify and report on areas of potential exposure/risk for Amadeus o Oversee implementation of compliance initiatives o Advise Executive Management on issues that may require attention

This CEBC is binding on all employees of the Amadeus Group and forms part of their employment relationship with the Group or the relevant Amadeus Company. In addition to direct employees of the Amadeus Group, the Code of Ethics also extends to agents, scholarship holders, subcontracted personnel, and, in general, all people who work or render their services in any Amadeus Group Company. In the case of subcontracted people who render their services for an Amadeus Group Company through another company, the latter must expressly guarantee its personnel’s observance of the Code in the relevant agreement.

Amadeus employees adhere to the Code when hired by any of the Group companies. Amadeus trains its employees about the Group's values through face-to-face courses and has created an on-line course on the Group's values. Employees must promote this Code in their daily professional activities.

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Anti-Bribery Policy

Amadeus is committed to winning business through fair and honest competition in the marketplace. Amadeus is committed to the highest standards of ethics, as outlined in the Amadeus Code of Ethics and Business Conduct. This includes the follow-up of obligations under international anti-corruption laws, including but not limited to: Law 10/1995 of the Criminal Code of Spain, The Anti-Corruption Act 2007 of France, the Criminal Code and the Act on Combating International Bribery 1997 of Germany, the Bribery Act 2010 of the UK and the Foreign Corrupt Practices Act (“FCPA”) of the U.S.A.

Specifically, Amadeus will abide by the letter and spirit of applicable international anti-corruption laws in conducting its business. Promising, authorizing, offering, giving, accepting or soliciting anything of value, or any advantage, to anyone, with the intention or appearance of improperly influencing his or her decisions or conduct, or as reward for improper performance, is strictly prohibited.

As well as reading and understanding the Amadeus Anti-Bribery Policy, all Amadeus employees must also comply with the Amadeus Code of Ethics and Business Conduct, the Charitable Contributions Policy and the Political Contributions Policy.

This Policy applies to all Amadeus Group employees, agents, intermediaries, consultants, sub-contractors, suppliers and Joint Venture partners working on behalf of Amadeus worldwide.

The owner of this Policy is the Risk & Compliance Unit. The Risk & Compliance Unit shall oversee and administer the Policy, develop and maintain procedures and guidelines to support the Policy and work with key stakeholders to ensure Amadeus’ officers, employees and contingent staff affected by the Policy receive adequate communication and training.

Anti-Fraud Policy

Amadeus has no tolerance for fraud, and thus fraudulent practices of any kind are prohibited at Amadeus. All Covered Individuals are accountable for complying with appropriate procedures, controls and monitoring activities to protect Amadeus against the commission of fraud. Where there are reasonable grounds to indicate that a fraud may have occurred, senior management has a duty to ensure a fair and respectful clarification of facts and prompt action to resolve the issue.

In the event that a fraud has been committed, Amadeus will promptly take such action as is appropriate to remedy the situation, clarify individual responsibilities, take appropriate disciplinary and legal actions, and leverage lessons learned in order to improve the internal controls wherever needed.

• Whistleblower channel, that allows notifications to the Audit

Committee of irregularities of a financial and accounting nature, in

addition to potential breaches of the code of conduct and

unlawful activities undertaken in the organisation, reporting, as the

case may be, if this is of a confidential nature.

“Speak-up” (“Whistle Blowing”)

One of the Audit Committee tasks is to establish and supervise the mechanism that allows employees to communicate anonymously the accounting and finance irregularities.

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Subject to any applicable legal requirements:

(i) each member of the Ethics Committee will ensure that issues submitted to that member or upon which the member becomes aware as a result of his/her activities on the Ethics Committee, are dealt with on a confidential basis, and

(ii) issues may be submitted by employees anonymously if requested. There is a specific email direction to which all communications are kept strictly confidential. An employee may also request that an issue be dealt with/ without revealing that employee’s name and the Ethics Committee will respect that confidence, except only where Amadeus may be obliged by law to provide information. The Ethics Committee will also be expected to determine which issues require escalation or involvement of the Executive Committee.

The Ethics Committee performs an annual report including the most significant incidents which have been investigated under its area of competence, as well as any other irregularity occurred, if any, which may have influence in the accounting and financial fields. This report is submitted to the Audit Committee, in case of any incidents, for its information and follow-up.

• Training and periodic refresher programmes for staff involved in

the preparation and revision of financial information, as well as

assessment of the ICFR (Internal Control System for Financial

Information), that covers at least accounting rules, audits,

internal control and risk management.

Training

Amadeus maintains a commitment to the development of its people. This commitment to competence is expressed in the corporation’s personnel policies and related human resources programs. Specific factors of the commitment to competence include recruiting, hiring, training, development and performance monitoring.

Amadeus has formal hiring practices designed to ensure that new employees are qualified for their job responsibilities. Hiring decisions are based on various factors, including educational background, prior relevant experience, past competencies, and evidence of integrity and ethical behavior.

The formal training program enables employees to meet the requirements for their current positions through in-house orientation training, departmental level training and outside training and specific seminar to their areas of expertise.

At Amadeus, the standard of integrity and ethics are demonstrated daily by the personal conduct of senior management, the employee standards of conduct, and various controls, including a code of ethics, policies for handling confidential information, and policies stipulating that employees comply with laws, regulations, and corporate policies as a condition of continuing employment.

Human Resources together with the Finance Function jointly elaborate training plans for all personnel involved in preparing the Group’s financial statements. These plans include permanent updates based on business and regulatory developments relating to the activities carried out by the different Group companies, as well as knowledge of International Financial Reporting Standards (IFRS) and trends in principles concerning internal control over financial reporting.

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Employees are evaluated on objective criteria based on performance reviews. The Company performs a periodical review of employee objectives and competencies. This is implemented into an automatic tool that keeps the information and manages approval workflows.

During the performance and development review (PDR) discussion, manager provides feedback on performance and competencies the employee has shown while achieving the objectives. Once a development objective has been identified, employee and line manager create the Personal Learning Plan (PLP) in order to improve a knowledge, skill or competency. A copy of the PLP should be sent to the HR Department, along with the Performance & Development Review. Line Management and Human Resources Department need to review and approve Personal Learning Plan actions requiring budget. During the Mid-Year review, line manager and employee review the plan and update it with latest changes.

In 2018 Amadeus’ Finance Function received 4,030 hours of training, related to the acquisition, updating and refreshing of financial knowledge such as accounting standards (IFRS and local standards), internal control (including training in the solution SAP GRC) and risk management and control, and regulatory and business aspects which need to be understood for adequate preparation of the Group’s financial information.

F.2 Assessment of financial information risks

Report on at least the following:

F.2.1. The main characteristics of the risk identification process, including

error and fraud risk, as regards:

• Whether the process exists and is documented.

• If the process covers all of the objectives of financial information,

(existence and occurrence; completeness; valuation; delivery;

breakdown and comparability; and rights and obligations),

whether it is updated and with what frequency.

• The existence of a process for identifying the scope of

consolidation, taking into account, among other factors, the

possible existence of complex company structures, shell

companies, or special purpose entities.

• If the process takes into account the effects of other types of risk

(operational, technological, financial, legal, tax, reputational,

environmental, etc.) to the extent that they affect the financial

statements.

• The governing body within the Company that supervises the

process.

The objective of the entity's financial risk assessment process is to establish and maintain an effective process to identify, analyze, and manage risks relevant to the preparation of reliable financial statements.

Amadeus involves the following levels of participants in the risk management process:

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o Board of Directors manages the Audit Committee overseeing of the risk management policies, processes, personnel, and control systems

o Internal Audit Department reviews periodically the corporate risk model o Functional unit managers and other professionals are directly engaged in the risk

management process within their area of responsibility o Internal Control Unit, reviews the ICFR at group level and support the Internal

Audit Department

Amadeus performs risk assessments on an on-going basis through management’s involvement in day-to-day activities. Continuous consideration is given to adapting and improving the financial reporting environment and procedures to achieve efficiencies and improved control. Management has identified risks on its financial reporting resulting from the nature of services that Amadeus provides, and management has implemented various measures to manage these risks.

Risk types are classified as follows:

Accounting risks

These are risks which affect the reliability of financial information in terms of treatment of the accounting records and breaches of accounting principles.

Organizational and personnel management risks

These risks include IT systems management in order to ensure the completeness and reliability of the information and avoid the exposure of the Company’s significant assets to potential loss or abuse. Personnel management risks include culture definition, problems’ management and faults in quality and other threats to the company’s normal operations.

Data Processing risks

Mainly concerning the following issues:

o Billing integrity o Protection of information o Review

Process and reporting risks

These risks could lead to inefficiency and ineffectiveness within the Group’s structure in terms of quality, time and cost objectives when procuring financial information.

Environment risks

Environment risks arise as a result of external factors that may lead to significant changes in the foundations supporting the internal control over financial reporting objectives and strategies of the Company.

The Internal Control Unit maintains, reviews and updates (if required) the internal control over financial reporting model with input from control owners on a yearly basis, prior to the assessment process on ICFR performed by Internal Audit Department. The process to identify and update financial information risks covers the following financial reporting objectives: Existence and occurrence, Completeness, Valuation, Presentation and disclosure, and Rights and obligations. The fraud mitigating controls are also identified, when applicable.

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This process to identify and update financial information risks also considers the impact that the rest of the risks included in the Group’s corporate risk map may have on the financial statements, mainly those of an operating, regulatory, legal, environmental, financial and reputational nature.

The Audit Committee and the Internal Audit Department oversee this risk identification process, as part of their duties to supervise the assessment of the conclusions on the ICFR model.

Identification of the consolidated group

The Group monitors and updates its corporate structure periodically, and has set up a detailed process for the reporting and approval of any changes in the structure of subsidiaries and significant investments over which the Group can exercise control, regardless of the legal means used to obtain this control, including special purpose entities and other vehicles, if they exist.

The Audit Committee has to inform the Board of Directors in advance on the creation or acquisition of shares in special-purpose vehicles or organizations resident in a country or territory that is classified as a tax haven.

The Amadeus Group corporate structure chart is issued on a monthly basis by the Legal Department. The Finance Unit determines the consolidated group with the information contained in the corporate structure and in accordance with the criteria set forth in International Financial Reporting Standards as adopted by the European Union (IFRS-EU).

In addition, the Audit Committee has a commitment to review the consolidated financial information of the Group.

F.3 Control activities

Report on whether the Company has at least the following, describing their main

characteristics:

F.3.1. Review and authorisation procedures for financial information

published by the stock markets and a description of the ICFR,

indicating those responsible, as well as documentation describing the

flow of activity and controls (including those relating to the risk of

fraud) of the various types of transactions which may materially affect

the financial statements, including financial closing procedures and the

specific review of judgements, estimates, valuations and relevant

forecasts.

Financial Information review and authorization

The Board of Directors is the highest body entitled to supervise and approve the Amadeus Group Financial Statements.

The Group issues financial information to the stock market every quarter. This information is prepared by the Corporate Finance and Administration Department that during the closing of the accounts carries out a number of control activities, which are globally monitored by the Internal Control Unit, to ensure the reliability of the information.

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The Group financial information has the following level of approvals for Financial Statements review:

1. Delivery of the first draft of the Statutory Accounts (stand alone and consolidated) to Group Accounting

2. Review of the Statutory Accounts by Group Accounting 3. Review of the Cost plus by Transfer Pricing Unit 4. Delivery of the final draft of the Statutory Accounts to Group Accounting 5. Approval of the Statutory Accounts by Group Accounting and Transfer Pricing Unit 6. Dividend distribution proposal made by Group Accounting 7. Approval of the Statutory Accounts by the Group Chief Accounting Officer and

endorsement by the CFO and CEO 8. Approval of the Statutory Accounts by the Board of Directors and preparation of

the Minutes by the Secretariat of the Board 9. Signature of the Statutory Accounts by local auditor

Amadeus financial reporting follows the Group Reporting calendar, approved by all stakeholders, taking into account all regulatory deadlines. Based on this calendar, all level of approvals and reviews by the Board of Directors, the Audit Committee, the Legal Department, Corporate Communication and Corporate Finance and Administration are defined and published. All specific detail flows of information and approval levels of this process are documented and filed in a common repository database.

Additionally, the accounting regulations establish the need to use judgments and estimates based on long-term projections for recording certain transactions. In this regard, the Company has a procedure for preparing projections in the medium and long term, in which the economic-financial models are agreed and updated.

The Audit Committee, in its functions described in section F.1.1. supervises the process of preparation and presentation of the regulated financial information. The agenda is sent with the necessary advance to the celebration of the session, to all the participants, together with the relevant documentation for each of the Agenda items.

The financial information is reviewed by the Committee together with the necessary and relevant documentation prepared by the Amadeus management team, which includes the judgments and estimates that have been used in its preparation, which are described in the Group's Consolidated Annual Accounts.

Sessions of the Audit Committee, are attended by members of the Amadeus management team when the Chairman deems it necessary, limited to those Agenda items on which the members of the Commission consider appropriate.

Internal Control over Financial Information

Amadeus Group has an ICFR model, based on COSO (Committee of Sponsoring Organisations of the Treadway Commission). The objectives of the model are the following:

o Effectiveness and efficiency of operations o Safeguarding of assets o Reliability of financial reporting o Compliance with applicable laws and regulations

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The ICFR model includes the review of the Entity Level Controls that include general Amadeus Corporate policies, which are published in the Group intranet, which are reviewed and updated on a regular basis. All Amadeus companies have to comply with these policies and some of these policies are defined in detail with specific procedures. Some others are broad guidelines with room for greater local development. And there are others that simply indicate that a policy or procedure in relation to a specific topic should be elaborated at a local level, while respecting the local laws and practices.

Management controls are defined in the following areas:

o Control environment o Risk assessment o Control activities o Information and communication o Monitoring

Amadeus ICFR model contains a Finance Risk & Control Matrix for the Group that includes eight main business cycles considered relevant in the Financial Statements elaboration (plus IT General Control and Entity Level Control):

o Sales-Revenue o Purchasing o Fixed Assets o Human Resources Management o Treasury o Tax Management o Closing and Reporting o Consolidation o IT General Controls o Entity Level Controls

The eight business cycles include 41 processes and 119 sub-processes. A total of 492 controls have been defined, in order to achieve the objectives related to reliability and integrity of financial information so as to prevent, detect, mitigate, compensate or correct their potential impact. Additionally, IT General Controls Process is included, as detailed in next caption.

The Entity Level Controls include 5 processes, 16 sub-processes and 49 controls. The most significant policies that apply to all Amadeus employees were reviewed during the year. They include governance and management functions, as well as the attitudes, awareness and actions of those charged with governing and managing the entity’s internal controls.

The Internal Control Unit has a methodology that starts from the analysis of the financial information of the Amadeus different controlled companies, selecting the material accounting caption, according to quantitative and qualitative criteria. Once the risks in the financial information have been identified, in relation to what is described in section F.2.1, they are associated to the captions included in the scope. The captions are grouped into processes that are analyzed and a high-level description is made. This documentation is available in the used tool (SAP GRC), where the description of the controls is also included. Regarding the new incorporations in the consolidation perimeter, a work plan was designed to implement the ICFR procedure of the Group in each case.

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Amadeus has determined the ICFR entities scope on the Group main sites: Amadeus IT Group, S.A., Amadeus S.A.S., Amadeus Data Processing GmbH., Amadeus Hospitality Americas, Inc, Amadeus Capital Markets, S.A.U., Amadeus Finance B.V., Amadeus North America Inc., Amadeus Soluciones Tecnológicas, S.A.U., Amadeus Americas Inc and Navitaire LLC. These ICFR entities scope represent 96% of the revenues, 91% of the assets and 89% of the equity of the consolidated information.

Four of the business cycles are centrally performed: Sales-Revenue, Treasury, Tax Management and Consolidation. The other cycles (Purchasing, Assets, Human Resources Management and Closing and Reporting) are common to all Group companies.

The structure of the Financial Risk Matrix includes the following information:

o Control objective, as the requirements to be fulfilled for each process cycle, in line with the definition of internal control. The accuracy of financial information is assessed, covering the assertions of existence and occurrence, completeness, valuation, rights and obligations and presentation and disclosure

o Risks, as the possible event or action that may impact the business capacity to meet the financial reporting objectives and/or successfully implement strategies

o Control description, as the defined control activities inserted into policies, procedures and practices applied by the Company in order to ensure that control objectives are met and the risk is mitigated

o Evidences, as the documentation kept by the control owner (company personnel), so the whole model can be monitored and audited on a periodical basis

A first level classification indicates if the control is key and/or fraud related. The controls have been defined as preventive or detective, and manual, semi-automated or automated, in terms of how their monitoring can be performed using data extracted from automatic tools. Control owners have been defined for each control activity. All evidences have been obtained from control owners and presented and agreed with the functional process owners, and have been automated, when possible.

The Group is using SAP GRC tool (Governance Risk and Compliance), to ensure a better management and evaluation of these controls. This solution can be used to monitor and manage the user privileges, as well as to assist in the control framework management and testing. The Group is using this solution for the SAP user permissions assignment, in order to monitor and mitigate segregation of duties risks.

The Internal Control Unit ensures that all controls are implemented by the process owners, and they monitor the control evidences on a regular basis. The Internal Audit Department performs the regular audit of the controls and validates if the controls operate effectively as intended and effectively designed.

Entity Level Controls are the principals in which internal control is based, and cover the following issues:

o The organization demonstrates a commitment to integrity and ethical values o The Board of Directors exercises oversight of the internal control supervision o Establishment of structures, authorities assignment and responsibilities o The organization demonstrates a commitment to recruit, train, and retain

competent individuals o Retain trusted personnel committed to internal control responsibilities o Clear risk objectives are identified and evaluated to achieve the goals o Risks identification and analysis to determine how they should be mitigated o Consider the possibility of fraud in the risk assessment

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o Identify and evaluate changes that could significantly affect the internal control system

o Selection and development of control activities that contributes to mitigate risks to acceptable levels

o The organization selects and develops control activities of Information Technology General Controls to support the achievement of objectives

o The organization implements control activities through policies and procedures o Quality information is generated and used to support the operation of internal

control o Internal control objectives and responsibilities are internally communicated o Matters that affect the operation of internal controls are reported externally o Continuous and separate evaluations are carried out to determine if internal

control components are present and functioning o Deficiencies in internal control are evaluated and communicated in a timely

manner to those responsible for taking corrective actions, including Management and the Board of Directors

The Group has established a framework on good practices to ensure the reliability of the regulated financial information, including the monitoring of the internal control system by management.

Use of estimates and assumptions, as determined by management, is required in the preparation of the consolidated annual accounts in accordance with IFRS-EU. The estimates and assumptions made by management affect the carrying amount of assets, liabilities, income and expense. The estimates and assumptions are based on the information available at the date of issuance of the consolidated annual accounts, past experience and other factors that are believed to be reasonable at that time.

F.3.2. Internal IT control policies and procedures (access security, change

controls, their operation, operational continuity, and segregation of

duties, among others) which support relevant processes within the

Company and relate to the creation and publication of financial

information.

Internal Control on IT systems

The Group has implemented an internal control model over IT systems that supports the processes related to the preparation of financial information. This model is based on COSO and COBIT and includes the IT General Controls matrix and internal policies and procedures relating to the security requirements for IT systems.

In order to build the IT General Controls (hereinafter ITGC) matrix, the Group has identified the systems to be included in the scope of the model: those systems contributing to elaborate the Consolidated Financial Statements of the Company and to ensure the quality and reliability of the information reported to the markets.

The ITGC matrix is aligned with control models for business cycles prepared by Amadeus, and it is structured on the following areas:

o Data Center and Operations o Access control o Systems Change Control o Disaster recovery plan

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These control areas include 36 sub-process and 164 controls (or control activities) which are classified as automated or manual, preventive or detective, and key or non-key. These control activities are applied to the different systems in scope, along the main Amadeus entities as described above (see section F.3.1).

The ITGC Matrix includes the following detailed processes as part of the defined control areas:

Data Center and Operations

Control policies and procedures provide reasonable assurance that:

o Operations are initiated by authorized individuals, scheduled appropriately, monitored and deviations are identified and solved, and that written procedures are in place to properly restart and rerun production jobs

o Critical data is consistently backed up and stored in a secure location to ensure that financial data remains complete, accurate and valid

Access control


o Facilities are appropriately managed to protect the integrity of financial information and physical access to computer equipment, storage media, and program documentation is limited to properly authorized individuals

o The configuration of programs and systems security is appropriately managed to safeguard against unauthorized modifications to programs and data that result in incomplete, inaccurate, or invalid processing or recording of financial information

o Systems security is appropriately administered and logged to safeguard against unauthorized access to or modifications of programs and data, that result in incomplete, inaccurate, invalid processing or recording of financial information

o Segregation of Duties (SoD) is reviewed on a periodical basis in order to monitor the secure access to the financial systems (SAP) and asses the control environment that mitigate the financial information risks

Systems change control


o Changes to the Amadeus System’s application software are properly authorized, tested, approved, implemented and documented

o Programs and systems changes are appropriately managed to minimize the likelihood of disruption, unauthorized alterations and errors which impact the accurate, complete, and valid processing and recording of financial information

Disaster recovery plan

Control policies and procedures provide reasonable assurance that disaster recovery plans are documented and consistently tested.

Security policies

Amadeus has defined a Security Normative Framework which has been communicated to all employees and published in the Group’s intranet.

The Security Normative Framework (SNF) comprises a "Global Information Security Policy" at the top level that is detailed one level below by an “information security policy" per area that explains the objectives of each area into which the SNF is divided.

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Each security policy is detailed in "Corporate Standards" which define the controls to be implemented in order to comply with the policies. In case of particularities pertaining to a specific business environment or location, “Business Standards” (additional or more detailed controls) and Procedures (detailed steps to follow for a specific control implementation) may be developed under the corresponding Corporate Standard, to ensure compliance with the SNF.

The SNF has been defined considering input from several industry standards and best practices, such as the ISO 27000 series and the NIST standards. The SNF content prescribes the “base security measures” that shall be implemented across the Company in order to protect and properly manage the Company’s information assets.

The SNF is divided into 14 security areas, each of them addressed by a security policy:

1. Information Security Management System 2. Organization of information security 3. Human resource security 4. Asset management 5. Access control 6. Cryptography 7. Physical and environmental security 8. Operations security 9. Communications security 10. System acquisition, development and maintenance 11. Supplier relationships 12. Information security incident management 13. Information security aspects of business continuity management 14. Compliance

The SNF applies to all Amadeus fully owned and majority owned companies. All Amadeus users are responsible for acting in accordance with the security requirements described by the SNF, thus users shall be aware of the policies, standards and procedures applicable to them, depending on the documents’ audience and the users’ job functions.

On top of that, the SNF includes an Acceptable Use Policy (AUP), which is applicable to all Amadeus employees and contractors and is addressing the following areas:

1. Code of conduct for Amadeus employees and contractors 2. Internet Usage 3. Use of Amadeus workstations, software and Amadeus internal network 4. E-mail use 5. Clean desk and clean screen 6. Social and collaboration platform 7. Amadeus managed mobile devices 8. User Access 9. Privileged access to workstations

The SNF security policies and AUP have been approved at the Amadeus Executive Committee. The SNF content is reviewed on a regular basis or in case of validated “change request”. Compliance with the SNF is monitored by the Security Organization of the Chief Information Security Officer (CISO Office).

Amadeus manages information security using a risk management approach aiming to safeguarding the confidentiality, integrity and availability of the Company’s information assets – including data, personnel and systems. These aspects have the following meanings:

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o Confidentiality: Preserving authorized restrictions on information access and disclosure, including means for protecting personal privacy and proprietary information

o Integrity: Maintaining the accuracy and completeness of information and its processing methods

o Availability: Ensuring access to information and systems processing it by authorized users when required

As information security is a fundamental Amadeus objective, the Company has implemented an Information Security Management System (ISMS) in line with the requirements from ISO/IEC 27001:2013 international standard, which also provides a comprehensive list of recommended information security controls to maintain the organization’s information security risk at an acceptable level.

An ISMS follows a continuous improvement process (also known as a Deming cycle (Plan-Do-Check-Act)). It therefore includes a set of governance activities required to manage information security processes and keep them aligned with the business requirements, aimed to protect and properly manage information assets. As, it is regularly monitored and opportunities for improvement are identified and implemented to ensure the ISMS suitability, adequacy and effectiveness.

As part of the ISMS maintenance and continuous improvement process, the following activities are performed on a periodical basis:

o Monitoring of the ISMS performance and effectiveness through measurement and analysis of Key Performance Indicators (KPI)

o Monitoring of the achievement of the applicable security objectives through measurement and analysis of Key Security Indicators (KSI)

o Information security risk assessment according to the Corporate Security Risk Management Methodology defined as part of the SNF

o Internal Audit of the ISMS by an independent team not involved in the ISMS management & implementation to ensure it is working as intended

o Management review of the ISMS (including the outcome of the activities above), to ensure the commitment and support from Amadeus’ and the corresponding Organisation Unit’s top management towards information security

Documented information and evidences related to the ISMS management and implementation are stored in a dedicated SharePoint site with restricted access on a need-to-know & need-to-handle basis.

In order to ensure a consistent and coherent deployment and maintenance of the information security processes throughout the Company, the activities mentioned above have been defined at corporate level (by the CISO Office) and are documented as part of the SNF (Corporate Standards under Policy 1: Information Security Management System).

F.3.3. Internal control policies and procedures intended to guide the

management of subcontracted activities and those of third parties, as

well as those aspects of assessment, calculation or evaluation entrusted

to independent experts, which may materially affect financial

statements.

Internal Control over outsourced activities

The Group has a common framework with the requirements for outsourcing activities.

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For all outsourced processes, Service Level Agreements (SLA) have to be defined, agreed and signed in the contract with the vendor.

The SLA should include next minimum requirements:

o General: duration of SLA, involved parties, related documents o Profile of involved parties and escalation: tasks and responsibilities, escalation

process o Finance details: invoicing plan, payment terms, rebate based on volumes o General service definition, service levels, problems response, maintenance and

security o Agree on penalties o Service provider contact details

The SLA’s outsourced processes are monitored periodically through vendor evaluation process. Any problem in the SLA or deliverables is escalated accordingly and corrective actions could be taken towards the vendor.

Amadeus Group has identified outsourced processes as relevant for the financial information reporting. These processes has been included in the financial risk matrix into the Human Resources Management, Purchasing and Closing and Reporting cycles, being monitored and audited following the control activities established by the Group.

F.4 Information and communication

State whether the Company has at least the following, describing their main

characteristics:

F.4.1. A specifically assigned function for defining and updating accounting

policies (accounting policy area or department) and resolving doubts or

conflicts arising from their interpretation, maintaining a free flow of

information to those responsible for operations in the organisation, as

well as an up-to-date accounting policy manual distributed to the

business units through which the Company operates.

An essential activity to the preparation of the Amadeus Group consolidated financial statements is the definition, selection and update of the accounting policies that are relevant to our business and applicable group-wide. This role is assigned to the Corporate Finance under the responsibility of the Chief Financial Officer. Within that department the Group Reporting Unit has the mission of:

o Defining the Amadeus accounting policies. The Company prepares its consolidated financial statements under IFRS-EU and with the regulation issued by the Spanish Stock Exchange (“Comisión Nacional del Mercado de Valores”), in particular Circular 1/2008 of January 30 (according to the modifications performed at October 28, 2015), and the Amadeus accounting policies are based on these standards

o Monitoring the prospective regulatory activity of the IASB and the endorsement process by the EU, identifying those projects that will have an effect, when issued, and assessing the impact of the implementation on the Amadeus Group financial statements preparation and disclosures

o Reviewing regularly Amadeus accounting policies to ensure that they remain appropriate and are changed either when:

− Regulatory bodies (IASB - EU) issue, revise, modify or amend new or existing policies or,

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− Has notice of transactions that require specific guidance and impact the Amadeus Group significantly as a whole, such as unique industry issues.

When either of these events occur, revised Amadeus accounting policies are issued, in order to:

o Ensuring that the application of the Amadeus accounting policies is consistent through all the entities that integrate the Amadeus Group. In specific circumstances this function prepares accounting instructions to assist on the accounting of specific transactions or events (e.g. share based payments) that affect multiple entities across the group, including case by case application guidance and numeric examples

o Solving application issues of Amadeus policies between the stakeholders that are involved in the preparation or use of the financial information

o Communicating the Amadeus accounting policies regularly to the relevant teams that, across the Amadeus group, are involved in the preparation of the financial information and, establishing the mechanisms that facilitate a fluent communication with the Group’s executives and directors in understanding and managing the Amadeus Group’s financial reporting risk

There is an accounting policy manual accessible to the entire organization through the intranet of Amadeus. Its latest update occurred in the year 2018, due to the new accounting policies described in the Accounting policies of the Consolidated Annual Accounts. The manual covers explicit accounting policies for all the subsidiaries of the Group, making special emphasis on those entities who develop a dominant activity of marketing and sales and which constitute our sales network around the world. This group of companies usually have a smaller dimension compared with the Group main sites companies described above and need additional support from Group Reporting on financial accounting issues.

F.4.2. Measures for capturing and preparing financial information with

consistent formats for application and use by all of the units of the

entity or the group, and which contain the main financial statements

and notes, as well as detailed information regarding ICFR.

Amadeus has a formal procedure for the preparation of financial information that covers both the closing of accounts of the respective subsidiary companies in the Group and the process of consolidation in the parent company. The fact that most important companies of the group participate in a common system of accounting platform (SAP) ensures greater control of closing standardized processes as well as controls on supervision of access to the system by different users, checking that there is no conflict with access security, both internally and by the subsequent review of the external auditor. There are controls within the system (automatic, semi-automatic and manuals) that validate and ensure the consistency of the treated information.

Likewise, prior and during the process of closing the accounts at the individual level, all companies have access to a software development that allows them to validate and correct their positions on the other companies of the group both at the operational and financial levels.

The existence of a single plan of accounts for the purpose of reporting for all entities of the group, a specific timetable for closure and subsequent reporting to the parent company, as well as the use of common exchange rates required for closing the accounts, in order to convert balance and profit and loss accounts into euro as reporting currency, collaborate efficiently to improve the quality of the information and its homogenization.

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The upload of monthly information report is performed by the same companies in the SAP consolidation module, avoiding the manual processing of information. In those companies operating in the common platform from SAP, the upload is carried out automatically from the FI module to the consolidation, which is in turn a saving of time and ensures the security in the transfer of information.

F.5 Supervision of system performance

Describe at least the following:

F.5.1. The activities of the Audit Committee in overseeing ICFR as well as

whether there is an internal audit function that has among its

mandates support of the Committee and the task of supervising the

internal control system, including ICFR. Additionally, describe the

scope of ICFR assessment made during the year and the procedure

through which the person responsible prepares the assessment reports

on its results, whether the Company has an action plan describing

possible corrective measures, and whether its impact on financial

reporting is considered.

Monitoring activities of the Audit committee

The Board of Directors executes the maintenance and supervision of ICFR through the Audit Committee.

As part of this function, and to achieve the objectives of the Board, the Audit Committee, receives and reviews the financial information that the Group issues to markets and to regulatory bodies and, in particular, the statutory auditors’ report and the consolidated annual accounts for the year. The Audit Committee oversees the process to prepare -and the completeness of - the financial information for the Company and its subsidiaries, reviews that legal and regulatory requirements applicable to the Company are complied with, the adequacy of the consolidation perimeter and the correct application of the generally accepted accounting principles.

The Audit Committee is regularly informed by the Chief Audit Executive about his assessment on the effectiveness of ICFR, most relevant weaknesses detected during the course of Group Internal Audit’s work and the remediation plans or actions already undertaken.

The Audit Committee supports and oversees the activity of Group Internal Audit, generally speaking and, with regards to the assessment of the ICFR. Also, it assesses whether the work done is sufficient, reviews and checks the outcomes and contributes to prioritizing and following-up on resolution actions.

The Committee proposes the selection, appointment and substitution of the Chief Audit Executive; proposes the budget of Group Internal Audit; receives periodically information on Group Internal Audit’s activities and verifies that the Amadeus Management Team takes into account the conclusions and recommendations of its reports.

The Group Internal Audit Plan for the assessment of the ICFR effectiveness is submitted to the Audit Committee for approval before execution, in order to ensure that it includes all the Committee's considerations in this respect.

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The External Auditor communicates to the Audit Committee the conclusions resulting from the performance of their audit procedures, as well as any other matters that might be considered of relevance, twice a year. Additionally, the External Auditor has granted permanent access to the Audit Committee to share, discuss or report on those aspects they consider necessary or relevant. The External Auditor, without compromising its independence, engages in dialogue with management through regular meetings, regarding new accounting standards, the appropriate accounting treatment of complex or unusual transactions or the appropriate scope of the audit procedures.

The Committee's proceedings are documented in the relevant minutes to the meetings held.

Internal Audit function

The Internal Audit activity is carried out by Group Internal Audit, which reports functionally to the Audit Committee and administratively (i.e., day-to-day operations) to the Secretary of the Board of Directors (BoD). This reporting structure is designed to allow Group Internal Audit to remain structurally independent and to encourage the free flow of communication and direct feedback to and from the Audit Committee.

Group Internal Audit provides independent opinion on the effectiveness of the internal control system, evaluating both the design and the effectiveness of the risk management systems applied to the business, including information technology (“IT”).

The scope and remit of Group Internal Audit is established in the Internal Audit Activity Charter that has been formally endorsed by the Audit Committee, and last updated in November 2017.

With regards to the ICFR monitoring activities, every year Group Internal Audit performs an Independent assessment on the effectiveness of the Internal Control over the Financial Reporting, which namely includes:

o The assessment of the internal control model for the submission of financial information;

o Tests of management’s basis for assertions; o Effectiveness testing on internal controls for the companies in scope (in a

maximum timeframe of one year for key controls and three years for non-key controls);

o The identification of control gaps and the review of management plans for correcting them;

o Performing follow-up reviews to ascertain whether control gaps have been adequately addressed;

o Coordinate with management and the external auditor as to clarify scope and testing plans

ICFR 2018 Scope

The company’s ICFR scope in 2018 encompasses ten companies with a major impact in the financial reporting: Amadeus IT Group, S.A., Amadeus S.A.S., Amadeus Data Processing GmbH., Amadeus Capital Markets, S.A.U., Amadeus Finance B.V., Amadeus Soluciones Tecnológicas, S.A.U., Amadeus North America Inc., Amadeus Hospitality Americas, Inc, Amadeus Americas Inc, and Navitaire, LLC.

For year 2018, Group Internal Audit tested all the key controls of the model, and 49% of the Non-Key controls (including all controls from entities recently incorporated in the scope of ICFR model, and all the controls which failed in the previous year).

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The 2018 assessment has identified internal control weaknesses and opportunities for improvement which do not have a significant impact on the quality of financial information. On the other hand, action plans have been agreed with the Control Owners and the Internal Control Unit.

In light of the above, the Company Audit Committee understands that, over the period from January 1, to December 31, 2018, the internal control over financial reporting model was effective, and that the controls and procedures established to reasonably assure that the information reported publicly is reliable and adequate, were also effective.

The annual report to the Audit Committee on ICFR includes:

o Number and nature of controls reviewed; o Conclusions on whether the controls are properly designed and are properly

applied; o Action items for the main issues detected;

o Conclusion on whether audit recommendations with regards to internal controls on financial reporting are being followed.

F.5.2. If there is a procedure by which the account auditor (in accordance

with the contents of the Normas Técnicas de Auditoría (NTA) - “Auditing

Standards”), internal auditor and other experts may communicate with

senior management and the Audit Committee or senior managers of the

Company regarding significant weakness in internal control identified

during the review of the annual accounts or any others they have been

assigned. Additionally, state whether an action plan is available for

correcting or mitigating any weaknesses found.

The Audit Committee meets on a quarterly basis in order to review the periodic financial information that the Board must send to stock market authorities and include in public annual reports. In addition to the aforementioned, internal control related topics and/or other initiatives in progress are discussed.

In addition to the Committee meetings, monthly meetings are held by the Finance Department and the External Audit firm, which cover and discuss any issues related to financial information and/or internal control weaknesses detected in the course of their work. These meetings are also attended by Group Internal Audit to provide an inside point of view and supplement the observations made by the External Auditor. The Chief Finance Officer is responsible for communicating any relevant aspect related to financial information and/or ICFR to Senior Management at the meetings held by the Executive Committee, which are also attended by the Chief Executive Officer.

Major and Significant weaknesses detected by Group Internal Audit during the course of its work are subject to recommendations and action plans agreed with the control owner.

Annually, the External Auditor also reports on detected “gaps” and/or improvements related to the Internal Control System through the Internal Control Management Report to management that also includes proposed action plans and mitigating measures.

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F.6 Other relevant information

None

F.7 External auditor´s report

Report from:

F.7.1. If the ICFR information submitted to the markets has been subject to

review by the external auditor, in which case the entity shall include its

report as an attachment. If not, reasons why should be given.

Amadeus has requested the external auditor to issue a report reviewing the information

described by the Company in this ICFR report for 2018, which is attached as an Annex.

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EXTENT OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS

Specify the Company’s level of compliance with recommendations from the Unified

Code of Good Governance.

In the event that a recommendation is not followed or only partially followed, a

detailed explanation should be included explaining the reasons in such a manner that

shareholders, investors and the market in general have enough information to judge

the Company´s actions. General explanations are not acceptable.

1. That the Articles of Association of listed companies do not limit the maximum

number of votes that may be cast by one shareholder or contain other restrictions

that hinder the takeover of control of the Company through the acquisition

of shares on the market.

Complies X Explanation

2. That when the parent company and a subsidiary are listed on the stock market,

both should publicly and specifically define:

a) The respective areas of activity and possible business relationships between

them, as well as those of the listed subsidiary with other group companies.

b) The mechanisms in place to resolve any conflicts of interest that may arise.

Complies Complies partially Explanation Not Applicable X

3. That, during the course of the ordinary General Shareholders’ Meeting,

complementary to the distribution of a written Annual Corporate Governance

Report, the Chairman of the Board of Directors makes a detailed oral report to the

shareholders regarding the most material aspects of corporate governance of

the Company, and in particular:

a) Changes that have occurred since the last General Shareholders’ Meeting.

b) Specific reasons why the Company did not follow one or more of the

recommendations of the Code of Corporate Governance and, if so, the

alternative rules that were followed instead.

Complies X Complies partially Explanation

4. That the Company has defined and promoted a policy of communication and

contact with shareholders, institutional investors and proxy advisors that complies

in all aspects with rules preventing market abuse and gives equal treatment to

similarly situated shareholders.

And that the Company has made such a policy public through its web page,

including information related to the manner in which said policy has been

implemented and the identity of contact persons or those responsible for

implementing it.


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5. That the Board of Directors should not propose to the General Shareholders’

Meeting any proposal for delegation of powers allowing the issuance of shares or

convertible securities without pre-emptive rights in an amount exceeding 20% of

equity at the time of delegation.

And that whenever the Board of Directors approves any issuance of shares or

convertible securities without pre-emptive rights the Company immediately

publishes reports on its web page regarding said exclusions as referenced in

applicable company law.


6. That listed companies which draft reports listed below, whether under a legal

obligation or voluntarily, publish them on their web page with sufficient time

before the General Shareholders’ Meeting, even when their publication is not

mandatory:

a) Report regarding the auditor’s independence.

b) Reports regarding the workings of the Audit Committee and the Nominations

and Remuneration Committee.

c) Report by the Audit Committee regarding related-party transactions

d) Report on the corporate social responsibility policy.


7. That the Company reports in real time, through its web page, the proceedings of

the General Shareholders’ Meetings.


8. That the Audit Committee ensures that the Board of Directors presents financial

statements in the audit report for the General Shareholders’ Meetings which do not

have qualifications or reservations and that, in the exceptional circumstances in

which qualifications may appear, that the Chairman of the Audit Committee and the

auditors clearly explain to the shareholders the content and scope of said

qualifications or reservations.


9. That the Company permanently maintains on its web page the requirements

and procedures for certification of share ownership, the right of attendance

at the General Shareholders’ Meetings, and the exercise of the right to vote or to

issue a proxy.

And that such requirements and procedures promote attendance and the

exercise of shareholder rights in a non-discriminatory fashion.


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10. That when a verified shareholder has exercised his right to make additions to the

agenda or to make new proposals to it with sufficient time in advance of the

General Shareholders’ Meeting, the Company:

a) Immediately distributes the additions and new proposals.

b) Publishes the attendance card credential or proxy form or form for distance

voting with the changes such that the new agenda items and alternative

proposals may be voted upon under the same terms and conditions as those

proposals made by the Board of Directors.

c) Submits all of these items on the agenda or alternative proposals to a vote and

applies the same voting rules to them as are applied to those drafted by the

Board of Directors including, particularly, assumptions or default positions

regarding votes for or against.

d) That after the General Shareholders’ Meeting, a breakdown of the results of said

additions or alternative proposals is communicated.

Complies Complies partially Explanation X Not Applicable

This potential scenario has not taken place so far, but if it happens, the Company would comply with the recommendation.

11. That, in the event the Company intends to pay for attendance at the General

Shareholders’ Meeting, it establishes in advance a general policy of long-term effect

regarding such payments.


12. That the Board of Directors completes its duties with a unity of purpose and

independence, treating all similarly situated shareholders equally and that it is

guided by the best interests of the Company, which is understood to mean the

pursuit of a profitable and sustainable business in the long term, and the

promotion of continuity and maximization of the economic value of the business.

And that in pursuit of the Company’s interest, in addition to complying with

applicable law and rules and in engaging in conduct based on good faith, ethics

and a respect for commonly accepted best practices, it seeks to reconcile its own

Company interests, when appropriate, with the interests of its employees,

suppliers, clients and other stakeholders, as well as the impact of its corporate

activities on the communities in which it operates and the environment.


13. That the Board of Directors is of an adequate size to perform its duties effectively

and collegially, and that its optimum size is between five and fifteen members.


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14. That the Board of Directors approves a selection policy for Directors that:

a) Is concrete and verifiable.

b) Ensures that proposals for appointment or re-election are based upon a prior analysis of the needs of the Board of Directors.

c) Favours diversity in knowledge, experience and gender.

That the resulting prior analysis of the needs of the Board of Directors is contained in the supporting report from the Nominations Committee published upon a call from the General Shareholders’ Meeting submitted for ratification, appointment or re-election of each Director.

And that the selection policy for Directors promotes the objective that by the year 2020 the number of female Directors accounts for at least 30% of the total number of members of the Board of Directors.

The Nominations Committee will annually verify compliance with the selection policy of Directors and explain its findings in the Annual Corporate Governance Report.


15. That proprietary and independent Directors constitute a substantial majority of the

Board of Directors and that the number of executive Directors is kept at a minimum,

taking into account the complexity of the corporate group and the percentage

of equity participation of executive Directors.


16. That the percentage of proprietary Directors divided by the number of non-

executive Directors is no greater than the proportion of the equity interest in the

Company represented by said proprietary Directors and the remaining share capital.

This criterion may be relaxed:

a) In companies with a high market capitalisation in which interests that are legally considered significant are minimal.

b) In companies where a diversity of shareholders is represented on the Board of Directors without ties among them.


17. That the number of independent Directors represents at least half of the

total number of Directors.

Nonetheless, when the Company does not have a high level of market capitalization or in the event that it is a high cap company with one shareholder or a group acting in a coordinated fashion who together control more than 30% of the Company’s equity, the number of independent Directors represents at least one third of the total number of Directors.


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18. That companies publish and update the following information regarding Directors

on the Company website:

a) Professional profile and biography.

b) Any other Boards to which the Director belongs, regardless of whether the

companies are listed, as well as any other remunerated activities engaged in,

regardless of type.

c) Category of directorship, indicating, in the case of individuals who represent

significant shareholders, the shareholder that they represent or to which they

are connected.

d) The date of their first appointment as a Director of the Company’s Board of

Directors, and any subsequent re-election.

e) The shares and options they own.


19. That the Annual Corporate Governance Report, after verification by the

Nominations Committee, explains the reasons for the appointment of proprietary

Directors at the proposal of the shareholders whose equity interest is less than 3%.

It should also explain, where applicable, why formal requests from shareholders

for membership on the Board meeting were not honoured, when their equity

interest is equal to or exceeds that of other shareholders whose proposal for

proprietary Directors was honoured.


20. That proprietary Directors representing significant shareholders must resign from

the Board if the shareholder they represent disposes of its entire equity interest.

They should also resign, in a proportional fashion, in the event that said

shareholder reduces its percentage interest to a level that requires a decrease in the

number of proprietary Directors representing this shareholder.


21. That the Board of Directors may not propose the dismissal of any independent

Director before the completion of the Director’s term provided for in the Articles of

Association unless the Board of Directors finds just cause and a prior report has

been prepared by the Nominations Committee. Specifically, just cause is

considered to exist if the Director takes on new duties or commits to new

obligations that would interfere with his or her ability to dedicate the time

necessary for attention to the duties attendant to his post as a Director, fails to

complete the tasks inherent to his or her post, or enters into any of the

circumstances which would cause the loss of independent status in accordance

with applicable law.

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The dismissal of independent Directors may also be proposed as a result of a public

share offer, joint venture or similar transaction entailing a change in the

shareholder structure of the Company, provided that such changes in the structure

of the Board are the result of the proportionate representation criteria provided for

in Recommendation 16.


22. That companies establish rules requiring that Directors inform the Board of

Directors and, where appropriate, resign from their posts, when circumstances

arise which may damage the Company’s standing and reputation. Specifically,

Directors must be required to report any criminal acts with which they are charged,

as well as the consequent legal proceedings.

And that should a Director be indicted or tried for any of the offences set out in

company law legislation, the Board of Directors must investigate the case as soon

as possible and, based on the particular situation, decide whether the Director

should continue in his or her post. And that the Board of Directors must provide a

reasoned written account of all these events in its Annual Corporate Governance

Report.


23. That all Directors clearly express their opposition when they consider any proposal

submitted to the Board of Directors to be against the Company’s interests. This

particularly applies to independent Directors and Directors who are unaffected by a

potential conflict of interest if the decision could be detrimental to any

shareholders not represented on the Board of Directors.

Furthermore, when the Board of Directors makes significant or repeated decisions

about which the Director has serious reservations, the Director should draw the

appropriate conclusions and, in the event the Director decides to resign, explain the

reasons for this decision in the letter referred to in the next recommendation.

This recommendation also applies in the case of the secretary of the Board of

Directors, despite not being a Director.

Complies X Complies partially Explanation Not Applicable

24. That whenever, due to resignation or any other reason, a Director leaves before the

completion of his or her term, the Director should explain the reasons for this

decision in a letter addressed to all the Directors of the Board of Directors.

Irrespective of whether the resignation has been reported as a relevant fact, it must

be included in the Annual Corporate Governance Report.


25. That the Nominations Committee ensures that non-executive Directors have

sufficient time in order to properly perform their duties.

And that the Board rules establish the maximum number of Company Boards on

which Directors may sit.


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26. That the Board of Directors meet frequently enough so that it may effectively

perform its duties, at least eight times per year, following a schedule of dates and

agenda established at the beginning of the year and allowing each Director

individually to propose items do not originally appear on the agenda.

Complies Complies partially X Explanation

The Board meets in ordinary session six times per year, notwithstanding as otherwise required for urgency reasons.

27. That Director absences only occur when absolutely necessary and are quantified in

the Annual Corporate Governance Report. And when absences occur, that the

Director appoints a proxy with instructions.


28. That when Directors or the secretary express concern regarding a proposal or, in

the case of Directors, regarding the direction in which the Company is headed and

said concerns are not resolved by the Board of Directors, such concerns should be

included in the minutes, upon a request from the protesting party.


29. That the Company establishes adequate means for Directors to obtain appropriate

advice in order to properly fulfil their duties including, should circumstances

warrant, external advice at the Company’s expense.


30. That, without regard to the knowledge necessary for Directors to complete their

duties, companies make refresher courses available to them when circumstances

require.

Complies X Explanation Not Applicable

31. That the agenda for meetings clearly states those matters about which the Board of

Directors are to make a decision or adopt a resolution so that the Directors may

study or gather all relevant information ahead of time.

When, under exceptional circumstances, the Chairman wishes to bring urgent

matters for decision or resolution before the Board of Directors which do not

appear on the agenda, prior express agreement of a majority of the Directors shall

be necessary and said consent shall by duly recorded in the minutes.


32. That Directors shall be periodically informed of changes in equity ownership and

of the opinions of significant shareholders, investors and rating agencies of the

Company and its group.


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33. That the Chairman, as the person responsible for the efficient workings of the

Board of Directors, in addition to carrying out his duties required by law and the

Articles of Association, should prepare and submit to the Board of Directors a

schedule of dates and matters to be considered; organise and coordinate the

periodic evaluation of the Board as well as, if applicable, the chief executive of the

Company, should be responsible for leading the Board and the effectiveness of its

work; ensuring that sufficient time is devoted to considering strategic issues, and

approve and supervise refresher courses for each Director when circumstances so

dictate.


34. That when there is a coordinating Director, the Articles of Association or the Board

rules should confer upon him the following competencies in addition to those

conferred by law: Chairman of the Board of Directors in the absence of the

Chairman and deputy chairmen, should there be any; reflect the concerns of non-

executive Directors; liaise with investors and shareholders in order to understand

their points of view and respond to their concerns, in particular as those concerns

relate to corporate governance of the Company; and coordinate a succession plan

for the Chairman.


35. That the secretary of the Board of Directors should pay special attention to ensure

that the activities and decisions of the Board of Directors take into account the

recommendations regarding good governance contained in this Code of Good

Governance and which are applicable to the Company.


36. That the Board of Directors meet in plenary session once a year and adopt, where

appropriate, an action plan to correct any deficiencies detected in the following:

a) The quality and efficiency of the Board of Directors’ work.

b) The workings and composition of its Committees.

c) Diversity of membership and competence of the Board of Directors.

d) Performance of the Chairman of the Board of Directors and the chief executive

officer of the Company.

e) Performance and input of each Director, paying special attention to those in

charge of the various Board Committees.

In order to perform its evaluation of the various Committees, the Board of Directors

will take a report from the Committees themselves as a starting point and for the

evaluation of the Board, a report from the Nominations Committee.

Every three years, the Board of Directors will rely upon the assistance of an

external advisor for its evaluation, whose independence shall be verified by the

Nominations Committee.

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Business relationships between the external adviser or any member of the adviser’s

group and the Company or any company within its group shall be specified in the

Annual Corporate Governance Report.

The process and the areas evaluated shall be described in the Annual Corporate

Governance Report.


37. That if there is an Executive Committee, the proportion of each different Director

category must be similar to that of the Board itself, and its secretary must be the

secretary of the Board.


38. That the Board of Directors must always be aware of the matters discussed and

decisions taken by the Executive Committee and that all members of the Board of

Directors receive a copy of the minutes of meetings of the Executive Committee.


39. That the members of the Audit Committee, in particular its Chairman, are

appointed in consideration of their knowledge and experience in accountancy,

audit and risk management issues, and that the majority of its members be

independent Directors.


40. That under the supervision of the Audit Committee, there must be a unit in charge

of the internal audit function, which ensures that information and internal control

systems operate correctly, and which reports to the non-executive Chairman of the

Board or of the Audit Committee.


The Internal Audit Unit reports functionally to the Audit Committee and administratively to the Secretary of the Board of Directors.

41. That the person in charge of the group performing the internal audit function

should present an annual work plan to the Audit Committee, reporting directly on

any issues that may arise during the implementation of this plan, and present an

activity report at the end of each year.


42. That in addition to the provisions of applicable law, the Audit Committee should be

responsible for the following:

1. With regard to information systems and internal control:

a) Supervise the preparation and integrity of financial information relative

to the Company and, if applicable, the group, monitoring compliance

with governing rules and the appropriate application of consolidation

and accounting criteria.

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b) Ensure the independence and effectiveness of the group charged with

the internal audit function; propose the selection, appointment, re-

election and dismissal of the head of internal audit; draft a budget for

this department; approve its goals and work plans, making sure that its

activity is focused primarily on material risks to the Company; receive

periodic information on its activities; and verify that senior management

takes into account the conclusions and recommendations of its reports.

c) Establish and supervise a mechanism that allows employees to report

confidentially and, if appropriate, anonymously, any irregularities with

important consequences, especially those of a financial or accounting

nature, that they observe in the Company.

2. With regard to the external auditor:

a) In the event that the external auditor resigns, examine the circumstances

which caused said resignation.

b) Ensure that the remuneration paid to the external auditor for its work

does not compromise the quality of the work or the auditor’s

independence.

c) Insist that the Company file a relevant fact with the CNMV when there is a

change of auditor, along with a statement on any differences that arose

with the outgoing auditor and, if applicable, the contents thereof.

d) Ensure that the external auditor holds an annual meeting with the Board

of Directors in plenary session in order to make a report regarding the

tasks accomplished and regarding the development of its accounting and

risks faced by the Company.

e) Ensure that the Company and the external auditor comply with

applicable rules regarding the rendering of services other than auditing,

proportional limits on the auditor’s billing, and all other rules regarding

the auditor’s independence.


43. That the Audit Committee may require the presence of any employee or manager

of the Company, even without the presence of any other member of management.


44. That the Audit Committee be kept abreast of any corporate and structural changes

planned by the Company in order to perform an analysis and draft a report

beforehand to the Board of Directors regarding economic conditions and

accounting implications and, in particular, any exchange ratio involved.

Complies X Complies Partially Explanation Not Applicable

45. That the risk management and control policy identify, as a minimum:

a) The various types of financial and non-financial risks (among those operational, technological, legal, social, environmental, political and reputational) which the Company faces, including financial or economic risks, contingent liabilities and

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other off balance sheet risks.

b) Fixing of the level of risk the Company considers acceptable.

c) Means identified in order to minimize identified risks in the event they transpire.

d) Internal control and information systems to be used in order to control and manage identified risks, including contingent liabilities and other off balance sheet risks.


46. That under the direct supervision of the Audit Committee or, if applicable, of a

specialised Committee of the Board of Directors, an internal control and

management function should exist delegated to an internal unit or department of

the Company which is expressly charged with the following responsibilities:

a) Ensure the proper functioning of risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks that may affect the Company.

b) Actively participate in the creation of the risk strategy and in important decisions regarding risk management.

c) Ensure that the risk management and control systems adequately mitigate risks as defined by policy issued by the Board of Directors.


47. That members of the Nominations and Remuneration Committee -- or of the

Nominations Committee and the Remuneration Committee if they are separate –

are chosen taking into account the knowledge, ability and experience necessary to

perform the duties they are called upon to carry out and that the majority of said

members are independent Directors.


48. That high market capitalization companies have formed separate Nominations

and Remuneration Committees.

Complies Explanation X Not Applicable

The nominations and remuneration areas have been kept under a single Committee, as the profile of Directors is considered adequately represented in both areas by the current Committee.

49. That the Nominations Committee consult with the Chairman of the Board of

Directors and the chief executive of the Company, especially in relation to matters

concerning executive Directors.

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And that any Director may ask the Nominations Committee to consider potential

candidates he or she considers appropriate to fill a vacancy on the Board of

Directors.


50. That the Remuneration Committee exercises its functions independently and that,

in addition to the functions assigned to it by law, it should be responsible for the

following:

a) Propose basic conditions of employment for senior management.

b) Verify compliance with Company remuneration policy.

c) Periodically review the remuneration policy applied to Directors and senior managers, including remuneration involving the delivery of shares, and guarantee that individual remuneration be proportional to that received by other Directors and senior managers.

d) Oversee that potential conflicts of interest do not undermine the independence of external advice rendered to the Board.

e) Verify information regarding remuneration paid to Directors and senior managers contained in the various corporate documents, including the Annual Report on Director Remuneration.


51. That the Remuneration Committee consults with the Chairman and the chief

executive of the Company, especially in matters relating to executive Directors and

senior management.


52. That the rules regarding composition and workings of supervision and control

Committees appear in the rules governing the Board of Directors and that they are

consistent with those that apply to mandatory Committees in accordance with the

recommendations above, including:

a) That they are comprised exclusively of non-executive Directors, with a majority of them independent.

b) That their Chairmen be independent Directors.

c) That the Board of Directors select members of these Committees taking into account their knowledge, skills and experience and the duties of each Committee; discuss their proposals and reports; and detail their activities and accomplishments during the first plenary session of the Board of Directors held after the Committee’s last meeting.

d) That the Committees be allowed to avail themselves of outside advice when they consider it necessary to perform their duties.

e) That their meetings be recorded and the minutes be made available to all Directors.


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53. That verification of compliance with corporate governance rules, internal codes of

conduct and social corporate responsibility policy be assigned to one or split

among more than one Committee of the Board of Directors, which may be the Audit

Committee, the Nominations Committee, the corporate social responsibility

Committee in the event that one exists, or a special Committee created by the Board

of Directors pursuant to its powers of self-organization, which at least the following

responsibilities shall be specifically assigned thereto:

a) Verification of compliance with internal codes of conduct and the Company’s corporate governance rules.

b) Supervision of the communication strategy and relations with shareholders and investors, including small- and medium-sized shareholders.

c) The periodic evaluation of the suitability of the Company’s corporate governance system, with the goal that the Company promotes company interests and take into account, where appropriate, the legitimate interests of other stakeholders.

d) Review of the Company’s corporate social responsibility policy, ensuring that it is orientated towards value creation.

e) Follow-up of social responsibility strategy and practice, and evaluation of degree

of compliance.

f) Supervision and evaluation of the way relations with various stakeholders are handled.

g) Evaluation of everything related to non-financial risks to the Company, including operational, technological, legal, social, environmental, political and reputational.

h) Coordination of the process of reporting on diversity and reporting non- financial information in accordance with applicable rules and international benchmarks.


Historically, the aforementioned matters have been managed by the Company management and the Secretariat of the Board of Directors. Currently these matters are shared among the Audit Committee, the Nominations and Remuneration Committee, the Board of Directors and the Company’s management (letters b, c and f above).

54. That the corporate social responsibility policy includes principles or commitments

which the Company voluntarily assumes regarding specific stakeholders and

identifies, as a minimum:

a) The objectives of the corporate social responsibility policy and the development of tools to support it.

b) Corporate strategy related to sustainability, the natural environment and social issues.

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c) Concrete practices in matters related to: shareholders, employees, clients,

suppliers, social issues, the natural environment, diversity, fiscal responsibility, respect for human rights, and the prevention of unlawful conduct.

d) Means or systems for monitoring the results of the application of specific practices described in the immediately preceding paragraph, associated risks, and their management.

e) Means of supervising non-financial risk, ethics, and business conduct.

f) Communication channels, participation and dialogue with stakeholders.

g) Responsible communication practices that impede the manipulation of data and protect integrity and honour.


55. That the Company reports, in a separate document or within the management

report, on matters related to corporate social responsibility, following

internationally recognized methodologies.


56. That Director remuneration be sufficient in order to attract and retain Directors

who meet the desired professional profile and to adequately compensate them for

the dedication, qualifications and responsibility demanded of their posts, while not

being so excessive as to compromise the independent judgment of non-executive

Directors.


57. That only executive Directors receive remuneration linked to corporate results or

personal performance, as well as remuneration in the form of shares, options or

rights to shares or instruments whose value is indexed to share value, or long-term

savings plans such as pension plans, retirement accounts or any other retirement

plan.

Shares may be given to non-executive Directors under the condition that they

maintain ownership of the shares until they leave their posts as Directors. The

forgoing shall not apply to shares that the Director may be obliged sell in order to

meet the costs related to their acquisition.


58. That as regards variable remuneration, the policies incorporate limits and

administrative safeguards in order to ensure that said remuneration is in line with

the work performance of the beneficiaries and are not based solely upon general

developments in the markets or in the sector in which the Company operates, or

other similar circumstances.

And, in particular, that variable remuneration components:

a) Are linked to pre-determined and measurable performance criteria and that

such criteria take into account the risk undertaken to achieve a given result.

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b) Promote sustainability of the Company and include non-financial criteria that

are geared towards creating long term value, such as compliance with rules

and internal operating procedures and risk management and control policies.

c) Are based upon balancing short-, medium- and long-term objectives, permitting

the reward of continuous achievement over a period of time long enough to

judge creation of sustainable value such that the benchmarks used for

evaluation are not comprised of one-off, seldom occurring or extraordinary

events.


59. That a material portion of variable remuneration components be deferred for a

minimum period of time sufficient to verify that previously established

performance criteria have been met.


If deferral means to delay the payment of the remuneration for a period of time once the predetermined performance criteria have effectively been met in order to ascertain that the circumstances considered as the base of the remuneration did not change (we understand that the sufficient minimum time should be one year at least), then the Company does not comply with this recommendation.

60. That remuneration related to Company results takes into account any reservations

which may appear in the external auditor’s report which would diminish said

results.


Although not expressly stated, the potential qualifications in the external audit report constitute an additional factor to be considered by the Nominations and Remuneration Committee when deciding the variable compensation percentage.

61. That a material portion of variable remuneration for executive Directors depends

upon the delivery of shares or instruments indexed to share value.


62. That once shares or options or rights to shares arising from remuneration schemes

have been delivered, Directors are prohibited from transferring ownership of a

number of shares equivalent to two times their annual fixed remuneration, and the

Director may not exercise options or rights until a term of at least three years has

elapsed since they received said shares.

The forgoing shall not apply to shares which the Director may need to sell in order

to meet the costs related to their acquisition.


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The share-based remuneration system applies to the executive Director of the Company only. The holding period is linked to his term of office as Director. He will have to hold a number of shares equivalent to twice (2) his annual fixed remuneration during all the period in which he serves as Director of the Company, so that the holding period will go beyond the three years period set forth in recommendation 62.

63. That contractual arrangements include a clause which permits the Company to seek

reimbursement of variable remuneration components in the event that payment

does not coincide with performance criteria or when delivery was made based

upon data later deemed to be inaccurate.


There is no specific provision in this regard in the contractual agreements. However, the Nominations and Remuneration Committee has full powers to assess whether exceptional circumstances have applied and take measures accordingly.

64. That payments made for contract termination shall not exceed an amount

equivalent to two years of total annual remuneration and that it shall not be paid

until the Company has verified that the Director has fulfilled all previously

established criteria for payment.


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FURTHER INFORMATION OF INTEREST

1. If there is any aspect regarding corporate governance in the Company or other

companies in the group that have not been included in other sections of this report,

but which are necessary in order to obtain a more complete and comprehensible

picture of the structure and governance practices in the Company or group, describe

them briefly below.

2. This section may also be used to provide any other information, explanation or

clarification relating to previous sections of the report, so long as it is relevant and

not redundant.

Specifically, state whether the Company is subject to any corporate governance

legislation other than that prevailing in Spain and, if so, include any information

required under this legislation that differs from the data requested in this report.

3. The Company may also state whether it voluntarily complies with other ethical or

best practice codes, whether international, sector-based, or other. In such a case,

name the code in question and the date the Company began following it. It should

be specifically mentioned that the Company adheres to the Code of Good Tax

Practices of 20 July, 2010

Others The Company adhered to the Code of Best Tax Practices as per resolution of Board of Directors of 24 of February 2011, with effects 1st January 2011. Following the proposal for the reinforcement of good business tax transparency practices referred in the Annex to the Code of Best Tax Practices, the Company filed with the Spanish tax administration, in due time, the Annual Report of Fiscal Transparency 2017. In accordance with the Directors’ Selection Policy of the Company, the Nominations and Remuneration Committee has verified its compliance for the purpose of the election and renewal process for members of the Board of Directors performed during 2018.

----------------------------------------------------------------------------------------------------------------------------- ---------------------------------------

This annual corporate governance report was approved by the Company’s Board of Directors, at its meeting dated February 27, 2019.

State whether any Directors voted against or abstained from voting on this report.

Yes No X

H

BOARD OF DIRECTORS

Members of the Board of Directors on the date when the annual accounts and the Directors’ Report were

prepared.

CHAIRMAN

José Antonio Tazón García

VICE-CHAIRMAN

Guillermo de la Dehesa Romero

EXECUTIVE DIRECTOR

Luis Maroto Camino

DIRECTORS

Clara Furse

David Webster

Francesco Loredan

Nicolas Huss

Peter Kuerpick

Pierre-Henri Gourgeon

Pilar García Ceballos-Zúñiga

Stephan Gemkow

SECRETARY (non-Director)

Tomás López Fernebrand

VICE-SECRETARY (non-Director)

Jacinto Esclapés Díaz

Madrid, February 27, 2019

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