Expert Corporate Governance Service (ECGS)
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Proxy Rapport 21/06/2018

In item 8, shareholders are called to an advisory vote on the Annual Remuneration Report, including the remuneration policy and the amounts paid in 2017. We regret that the CEO's base salary was increased by 5% in 2018, without a clear justification provided by the Board. Furthermore, the CEO's variable remuneration is capped at 350% of the base salary (150% the annual cash bonus and 200% a Performance Share Plan), exceeding the ECGS voting policy limit of 300%, and the Board has the discretionary power to increase the CEO's long-term incentive up to 400% of his base salary. Also taking into account that the Company has not disclosed the number of performance shares granted in 2017, under the 2017-2019 plan, we recommend opposition.

In item 9, shareholders are called to a binding vote on the remuneration policy for the 2019-2021 period. The only changes to the 2016-2018 policy is an increase in the CEO's annual cash bonus: the on-target bonus will increase from 75% to 90% of his base salary, and the maximum bonus will increase from 150% to 180%. Furthermore, the Board will have the discretionary power to increase the CEO's bonus up to 200% of his base salary. Therefore, we recommend opposition. Due to the discretionary power of the Board to increase the CEO's incentive up to 400% of his base salary, we also recommend that shareholders oppose the 2019-2021
performance share plan (item 11.1).

In item 12, we recommend that shareholders oppose the authorization to purchase treasury shares, as the maximum price of repurchases (120% of market price) exceeds our voting policy limit of 110% of market price, and we note that share buy-backs may be used to increase Earnings Per Share, which is a key performance indicator for both the annual bonus (33%) and the long-term incentive (50%).

In item 13, we also recommend opposing the authorization to issue simple or convertible bonds, as the amount of convertible bonds issued without pre-emptive rights is capped at 20% of the share capital, exceeding our voting policy limit of 10%.

Amadeus IT Group SA

Amadeus is a transaction processor for the global travel and tourism industry. Co. provides transaction processing power and technology solutions to both travel providers (including full service carriers and low-cost airlines, hotels, rail operators, cruise and ferry operators, car rental companies and tour operators) and travel agencies (both online and offline). Co. acts both as a worldwide network connecting travel providers and travel agencies through a processing platform for the distribution of travel products and services (through the Distribution business), and as a provider of a portfolio of IT solutions which automate certain business processes (through the IT solutions business).


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