Amadeus IT Group, S.A. (AMS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, shareholders, Mr. Chairman. Welcome to this General Shareholders Meeting of Amadeus IT group. We're going to hold it in a hybrid format. You can attend in person, but also remotely. We would like to welcome you all today and inform you that this meeting is being streamed and will be recorded as was communicated to you in the call notice. Without any further ado, I'm going to get the floor to the Chairman of the Board of Directors, Mr. William Connelly.

Good morning, ladies and gentlemen, shareholders. On behalf of the Board of Directors, I would like to also welcome you, and thank you for attending this general shareholders' meeting. We have Madrid notary, Mrs. Ana Fernandez-Tresguerres who's been asked by the Board of Directors to notarize the minutes of this general shareholders' meeting in accordance with Article 203 of the Capital Companies Act and related provisions. I am here as well as with the Secretary of the Board, with our CEO, Mr. Luis Maroto, and the Directors, Mr. Stephan Gemkow, Mrs. Pilar García, Mrs. Amanda Mesler, Mr. Jana Eggers, Mrs. Xiaoqun Clever, Mr. Peter Kuerpick, and Mr. David Vegara. We also have the Vice Secretary of the Board of Directors, Mrs. Ana Gómez Ruiz, at the table.

Thank you very much, Mr. Chairman. And with the preliminary quorum figures that have been provided to me by the organizers, preliminary quorum is as follows: we have present -- 2,757 shareholders present and represented, owning a total of 364,403,185 shares, which is EUR 3,644,031.85 of our share capital. That's 80.89% of our share capital of EUR 4,504,092.05, fully underwritten and paid divided into 450,499,295 ordinary shares with EUR 0.01 nominal value each registered and duly paid for. In total, we have 80.75% of underwritten share capital with voting rights.

Thank you, Mr. Secretary. In accordance with these figures that our secretary has just read out and considering the items on the agenda proposed resolutions, we have a validly established general shareholders' meeting on second call. In accordance with the regulations of this general shareholders' meeting, straight after reading the call notice and hearing from the members of this panel, we will read any questions sent in by shareholders. And so we can now begin this general shareholders meeting, which we are going to hold has been called by a resolution of the Board of Directors adopted next meeting on April 27, 2023. The call notice was published in the company's website on Tuesday, May 11, 2023, as well as in the gazette of the Spanish companies registry and in the Cinco Días newspaper on the same date. The call notice as well as other relevant information was also shared with the CNMV. We have made available to the shareholders in the company headquarters and on the company's website amongst others, the individual and consolidated financial statements for the year ending December 31, 2022. The directors management report of the company and its group of companies and their respective audit reports. The nonfinancial information report, the annual corporate governance report and the annual report on director remuneration. The full text of the proposed resolutions subject to approval by this general shareholder meeting and the CVs of the directors whose reelection or appointment is proposed have also been made available to the shareholders as well as the mandatory reports from the Nominations and Remuneration Committee and from the Board of Directors. We assume that shareholders are already familiar with the content of the call notice for this general shareholder meeting. And therefore, we consider that it could be taken as read. If so, we will reflect it in that sense in the minutes. Otherwise, we will give the floor to the Secretary of this general shareholders meeting, so he can read out the full text of this call notice. Can we take it as read? Yes. Before proceeding with questions or comments from shareholders on items on the agenda, I'm going to give the floor to the CEO, Mr. Luis Maroto, so he can give a brief overview of the performance of the business during the year 2022. Mr. Maroto?

Mr. Chairman, ladies and gentlemen, shareholders, welcome to this Amadeus General Shareholders' Meeting. As usual, this is being held in hybrid format and some of our shareholders and guests are following it remotely. Thank you very much all for joining us. Before we begin, I'd like to thank Mr. Francesco Loredan for his years of service in our Board of Directors is stepping down today. And I'd like to welcome Mr. Frits Dirk van Paasschen, who will be joining us today to replace him. Travel is a crucial part of our lives. Human beings have always had inborn desire to discover new places and new people. They need to return to our home country and to meet up again with friends and relatives as well as the ambition to open new horizons for our businesses and new markets. None of this is possible without travel. Of course, the events of the last few years, brought this industry to a standstill, but this last year, we have seen a very resilient and rapid recovery in 2022. Air traffic reached 68.5% of 2019 levels. And in March this year, we were at 88% of the same March 2019 level. Hotel occupancy was 89% of levels of 2019 in 2022. Long term, the forecast is that between 2022 and 2032 tourism and travel contribution to the global economy will grow at an annual rate of 5.8%, which is double the expected GDP growth rate for the same period. Travel will help create 126 million new jobs in those 10 years. So the outlook is very optimistic. In this context, I'd like to give you a brief overview of Amadeus' performance this last year before I go into the details of each of the areas. 2022 was a good year for the company. As I've said, air traffic recovered throughout the world, and we managed to increase our market share in all of our businesses. At the same time, we maintained our focus on our investment plan, particularly with regards to the implementation and migration of new customers. As a result of all of that, Amadeus' financial performance was significantly strengthened. 2023, I trust that we will continue to see the sector recover and that our operating and financial performance will continue to improve. The positive trends in air traffic had a clear impact in recitations processed by travel agencies through our distribution platform. In 2022, 396 million bookings were done through Amadeus. That's 92% more than in the previous year, although still below the levels of 2019. I've already mentioned our investments and the joint effort with our customers in NDC, New Distribution Capability, which is the factor that will define content distribution for airlines in the future. In 2022, those efforts fruit with 20 new airlines distributing their NDC content to over 28,000 travel agencies in 130 markets through Amadeus. And that includes, for example, airlines like Aeromexico and travel agencies like American Express Global Business Travel, [ BCB ] Travel or Fareportal. I'd also like to point out one of the outcomes of our relationship with Microsoft, one of our strategic core partners. In 2022, we launched Cytric Easy, which is the integration of our solution for business corporate travel bookings in Microsoft 365, the professional environment, which includes solutions like Teams or Outlook, amongst others, which the employees of thousands of companies all of the world use for work. It's also an excellent year for our technology for airlines business. 1.5 billion passengers boarded a plane using some of our solutions. This means 91 -- no, 81.4% more than the previous year. In markets like North America, boarded passenger volumes are already higher than those of 2019, which again demonstrates our international expansion. This growth is due to a large extent to the success of our customer recruitment strategy with new customers like Etihad, ITA or Bamboo Airways. At the end of 2022, 211 airlines had contracts with 1 of our 2 passenger management platforms and 200 have migrated to 1 of them already. We continue with our goal of improving the experience of travelers in airports. And last year, we signed contracts with airports like Fort Wayne, Long Beach and Salt Lake in the U.S. and Port Hedland in Wellington in Asia Pacific. I'd also like to underscore the performance of our hotel business. Revenue from this unit grew by 43% to EUR 773 million, with improvements in all income lines. During the year, we extended our relationship with IHG and signed an agreement with Hilton to become the first GDS to implement their API and our systems. We also announced our request to the Bank of Spain for an e-money license, electronic money, so that we can become a provider of regulated financial services in Spain and therefore, also in the European economic area. As a result of the strategy, we've decided to segregate our payment business to outpace, which is a 100% Amadeus owned subsidiary, which started operating last January 1. As a result of all of this, we've had excellent performance of our financial metrics, income rose 68% up to EUR 4.4 billion. Our EBITDA, up 161% to EUR 1.6 billion. And we managed to breakeven with EUR 742 million in profit versus EUR 45 million in losses the previous year. Our free cash flow also increased by 8x. Good performance, which has continued during the first quarter of this year, as shown by our earnings presentation last month. Recently, Standard & Poor's has improved our long-term rating to BBB stable outlook, which is the same level we had before March of 2020. And thanks to these financial results that at the end of 2022, we were able to announce our intention to recover our traditional payout policy. Today, this general shareholders meeting will vote on our proposal of paying shareholders an ordinary dividend to be booked to 2022 results of EUR 333 million. That's a 50% payout, which is part of our target. And we also announced a share buyback program 2 weeks ago in 2 tranches for a maximum amount of EUR 433 million. First tranche, EUR 350 million to exchange or amortize the convertible bonds we issued in April 2020 as part of the measures to maintain the company's liquidity during the COVID pandemic. The second tranche will be used for the different share allocation programs for Amadeus employees. After going through 2022 results, I'd like to refer to some global trends that could have an impact on the future of our business. Of course, we are aware of the impact with the geopolitical context is having on the global economy. The Ukraine war is an example of greater polarization we're seeing all over the world. We have also seen an increase in the cost of living that could affect consumption by households and prospects of economic growth. We're also seeing a change in the behavior of travelers and society in general. A lot of companies and their employees have become used to working remotely, and buyers increasingly expect fluent transition between the off-line and the online experience. Statista has estimated global e-commerce sales at $4.9 billion in '21, $5.5 billion in 2022, and it's expected to rise another 50% to $7.4 billion in 2025. The COVID pandemic accelerated the adoption of digital technology. New technology has now gone mainstream, a technology, which is available to get a majority of the population, including AI and machine learning. Millions of people all over the world are already using technologies like Siri or Alexa for their daily tasks. But of course, the exposure of generative AI with so many opportunities for search engines, helping to build new applications. Finally, we've seen in the last few years enormous progression in sustainability initiatives as known as ESG. It's about building better -- building back better with more focus on concepts like climate, environment, sustainable development, waste management, inclusivity and mental health. And these trends are challenges and opportunities that Amadeus must manage in the future. We must continue to inspire and improve the trust of travelers. The travel industry must continue to provide certainty and flexibility. We must evolve it in an agile way. And the world is changing fast, and we are also going to need to adapt fast to the needs of travelers, increasing our efforts to work with other -- and partner with other companies within and outside the travel sector, so we can deal with the existing operational challenges. New technologies will be key for the transformation of travel through applications and solutions, which will be flexible, agile and resilient. In Amadeus, we've always said that talent, our employees are our biggest assets. According to a Gartner survey, fewer than 1/3 of technology workers had the intention of keeping their current jobs. One of the results of the pandemic was a difficulty in recruiting talent in the travel industry. So we need to find ways to retain the talent that we need in our sector. And finally, and again, sustainability travelers whether they be business or holiday travelers are making choices with sustainability in mind, and we can help them in those choices by providing information on CO2 emissions and also how to reduce them or offset them. Sustainability will play a key role in order to achieve that. Precisely because technology will be key, Amadeus has a crucial role in this transformation, which has great opportunities. We maintain our commitment to invest in R&D in 2022. We exceeded the EUR 1 billion in R&D investment, again, with a strong increase versus previous years. We are the travel sector technology that is investing -- a company that's investing the most in R&D. And we're still investing in the development of emerging technologies like artificial intelligence, biometrics and ecosystems of digital platforms. Also, as you know, in 2021, we signed a strategic partnership with Microsoft, which includes the migration of all of our services and solutions to the public cloud. This will help us improve the resilience of our services, offer local support to our customers, open the door to innovations and accelerate the deployment of new services and technologies. Everything we do in the future, Amadeus on the travel industry will have to be done in a sustainable fashion. I have to say that Amadeus has a very good sustainability track record. We are in the Dow Jones Sustainability Index and have received awards like the Financial Times Diversity Leaders, one of the climate leaders, also from Financial Times. We want to reinforce our commitment, and that's why we've reinforced our ESG strategy with 4 main pillars: promoting environmental sustainability, promoting social impact, promoting the development of talent and becoming reference the integrity and reliability. Amadeus technology allows our customers to shape their ideas. It connects the travel industry and inspires new opportunities for growth and offers travelers more and better information and therefore, more choices to travel the way they prefer. We work with our partners and our clients to improve the traveler's experience. We are side-by-side with the traveler and each of their steps. We have the technology that moves the global travel and tourism industry. Before saying goodbye, I'd like to thank you for your support and your trust these last few years. To know that our shareholders backed our decisions gave us the strength to successfully implement our strategy and to rebuild our financial strength. And I'd like to finish with a word of optimism, Travel is a crucial part of our lives. Demand still growing. So we are optimistic about the future and trust that in Amadeus we will know how to capture all the opportunities that are developing. We are convinced that we have the best foundations to become leaders in the travel industry and that it's thanks to our team with the best professionals in this industry. Thank you very much.

Thank you very much, Mr. Maroto. Now it's time to give you a briefing on the main activities performed in 2022 by the Audit Committee and the Nominations and Remuneration Committee. Mr. Jacinto Esclapés, who the Secretary of the Board of Directors, acting representation of the respected chairpersons of the committees, Mr. Stephan Gemkow and Mrs. Amanda Mesler, will be reading both of the reports for you. Secretary, please?

Thank you very much. Shareholders, Chairman, good morning. Now I'm addressing you today as the Chairman of the Audit Committee of the Board of Directors for which I was appointed by a resolution of the committee effective on May 6, 2022. First, I'd like to inform this General Shareholders Meeting for external auditor for the company's consolidated group Ernst & Young, has issued an unqualitied opinion on respect of the individual and consolidated annual financial statements for the full year ending December 31, 2022. In this regard, the auditor report states as follows: in our opinion, the company in consolidated annual accounts give a true and fair view in all material respects of consolidated equity and consolidated financial position of the group at December 31, 2022. And of its financial performance and its consolidated cash flows for the year then ended in accordance with international financial reporting standards as adopted by the European Union and other provisions in the regulatory framework applicable in Spain. We are independent of the group in accordance with the ethical requirements, including those related to independence that are relevant to our audit of the consolidated annual accounts in Spain as required by the prevailing audit regulations. In this regard, we have not provided nonaudit services nor have been in any situations or circumstances arising that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. On February 22, 2023, the Audit Committee that I Chair issued its mandatory annual report on the activities carried out by the committee during the financial year 2022. That was submitted to the Board of Directors, and I now would like to briefly summarize that report to you shareholders today. This annual report anyway is available on the company's corporate website under the corporate governance section. So in accordance with the company's bylaws and the regulations to the Board of Directors, the Audit Committee is composed of a minimum of 3 and a maximum of 5 members who must be external directors, most of whom are independent. The Chairperson appointed by the committee must necessarily be an Independent Director. The composition of the committee on December 31, '22 was as follows: Mr. Stephan Gemkow, Chairperson; Eriikka Söderström, member; Mrs. Amanda Mesler, member; Pilar García Ceballos-Zúñiga, independent member; David Vegara Figueras, independent member. They are all independent directors. The Audit Committee meets on a regular basis as called by its Chairman. So during financial year 2022, the committee held a quarterly meeting prior to publication of the quarterly and half yearly financial statements. In addition to the members of this committee and the Secretary of the Board, upon prime interpretation the Chairman, the Executive Director or CEO and the CFO and the Director of Internal Audit, Department of General Counsel and the CRO, the Chief Risk and Compliance Officer attend the meetings in those areas. And agenda items in which the Chairperson [indiscernible] appropriate. The Chairman is also invited to attend the session. External Auditors, Ernst & Young, represented by the partners in-charge of the company's audit invited to attend all the meetings. So it's important to point out that at the meeting held on November 3, 2022, the committee agreed to invite the external auditors to attend all of its meetings, not only the meetings they attend on a recurring basis for the presentation of the audit of the half year and annual accounts with the aim of enhancing the transparency and the level of knowledge of the external auditors with regard to the information to be assessed, supervised and approved by the committee. And thereby leading to a better exercise of it functions as external auditor. Minutes are drawn up by the Secretary of the Committee for the conclusions reached each meeting, and they're included as an agenda item on the next Board of Director session in which the Chairman of the committee informs the full Board of the most relevant points addressed and the recommendations were appropriate. The Chairman of Committee holds separate meetings with the group internal auditor, the CFO of the company, the external auditors, Ernst & Young; and the Secretary Board before holding the committee meetings. It should also be noted that at the meeting corresponding to the presentation of the annual accounts, the Audit Committee met separately with external auditor without the presence of the management team. Three recurring sections form part of the agenda throughout the year, respective of other items, which depending on the matter at hand are also included for discussion analysis and recommendations for case may be. The 3 recurring sections are: external audit for the annual and half yearly financial statements, internal audit and risk management. Additionally, under the heading other matters of the issues, some other relevant and nonrecurring matters of interest of the Audit Committee are pulled together. In these areas, the key items discussed throughout the year 2022 are detailed as follows: firstly, under the heading audit, the company's auditors report to the Audit Committee on the most relevant aspects of the audit work in progress and the half yearly periodical reporting as well as some significant accounting aspects, including the application of accounting standards and describing of any of the existence of discrepancies between company management and the auditors with respect to any specific items. Let me also inform you here at this meeting today that none of the areas and analysis has required the intervention of the Audit Committee. Secondly, under the section internal audit, the committee amongst other matters, approved the terms of reference to the internal audit area, annually assesses and approves the internal audit areas role, the action plan is based on recent resources, human, financial and technical resources to ensure that they are adequate for the company's real needs. The committee also supervised the internal audit plan, verifying that the plan covers the main risk of the business and reflects suitable coordination with other existing assurance functions such as risk management and control and regulatory compliance as well as the statutory auditor. It takes necessary steps as the Head of the internal audit has a direct effect to access to the Audit Committee request that any significant change to the internal audit action plan is properly communicated to the Audit Committee. And it monitors the action plans are being implemented in accordance with the original undertakings and within the planned timetable. And that progress, though, with regard to the action plan is reported to the Audit Committee by the internal auditor received with the planned regulatory, the conclusion of internal audit report, addressing any weaknesses or irregularities found, action plans for their resolution and follow-up for the implementation of those plans. And it receives an annual activity report containing a summary of activities carried out and reports issued over the year, explaining the work plan and the annual plan that was not carried out or that was not foreseen in the initial plan. And an inventory of the weaknesses, recommendations and action plans contained in the various reports. I'd also like to inform shareholders today that no material consequence that has required a direct mention of the Audit Committee has resulted within the scope of the internal audit carried out. The Director of Internal Audit in the company also submitted the committee the proposed internal audit plan for 2023 based on risks, including resource and budget. Thirdly, under the heading section risk management, the following matters have been discussed amongst others, about having raised in this area, issues of relevance with the potential financial reputational impact: the update of information on the grand prevention program, the updated information on the speak-up channel, the -- that is the whistleblower regulation and implementation of a new whistleblower channel and the ethics committee. The update of information on privacy, the update of information of the corporate risk Map 2021, risk management and business continuity. Certifications to finally under section other issues, the following matters amongst others have been addressed by the Audit Committee: the 2021 annual report of the Audit Committee, the 2021 annual report on independent and external auditors, the 2021 annual tax report and risk analysis appointment to the Chairman of the Committee, the annual report on mergers and acquisitions, the related party transactions; the corporate tax policy, 2022 quarterly financial reporting; the external audit fees for 2022; the update of information on the D&O policy; the update of information on the implications arising from the Russia-Ukraine wall; State aid and COVID damage compensation from the German government; information regarding the potential repurchase of EMTN programs and committee work in 2023. The annual report is supplemented by reference to related party transactions and incidents and proposals for improving the company's rules of governance in this respect. There have been no incidents requiring the amendment of the company's governance rules beyond minor recommendations as stated by the Board members in the context of the internal self-assessment. The annual performance assessment rate to the function of the committee were confident that we can continue to reinforce the Audit Committee's role as a collective body to perform its role of oversight and advice to the Board properly and effectively within the context of best practices and independence. Thank you very much for your attention.

Let me now move on to read the report from the Chairperson of the Nominations and Remuneration Committee on activity performed during the year 2022. I'm addressing you today as the Chairman of the Nominations and Remuneration Committee of the Board of Directors for which I was appointed by resolution of the committee effective on April 29, 2022. On February 17, 2023, the Nominations and Remuneration Committee issued its mandatory annual report on the activities carried out for this committee during the financial year 2022. That was submitted to the Board of Directors, and I now like to briefly summarize it for you today, shareholders. In any case, this annual report is available on the company's corporate website under the Corporate Governance section. In accordance with the company's bylaws and regulations of the Board of Directors, the Nominations and Remuneration Committee is proposed a minimum of 3 and a maximum of 5 members who must all be external directors and most of whom are independent directors. The chairperson must necessarily be and Independent Director. On the December 31, 2022, the compensation committee was as follows: Mrs. Amanda Mesler, Independent external Chairperson; Pilar García Ceballos-Zúñiga, independent external member; Francesco Loredan, other external member; Mr. Peter Kuerpick, independent external member; and Mrs. Xiaoqun Clever, independent external member. The Nominations and Remuneration Committee meets on a regular basis as called by its Chairperson. So during the financial year 2022, the committee met 5 times in February, April, June, October, December. In addition to the member of this committee, the Secretary and Vice Secretary of the Board of Directors upon prime interpretation for the Chairperson, Executive Director, CEO and some other members of the Amadeus management team attend the meetings in those areas. And agenda items, which the chair considers our present appropriate Chairperson. The Board is also like pertain to the sessions minutes are drawn up by the secretory rather. Based on the conclusions which of these meetings included an agenda item for the next Board of Director sessions at which the Chairman of the committee informs the full Board of the most relevant topics addressed and recommendations applicable for approval. There are 3 recurring sections part of the agenda throughout the irrespective of others, which depending on the matter at hand are also included for discussion analysis and recommendations where appropriate. Those 3 recurring sections are compensation matters, corporate matters and nomination matters. In these areas, there are key items discussed throughout fiscal year '22 are deep as follows: first, the end of the section, compensation matters, the committee has valued among other issues approved the 2021 annual bonus group results and payouts, revied the Executive Committee 2022 total target compensation, also approval of the 2022 annual bonus metrics and performance range calibration approved the equity plan 2022; approval of the nonexecutive directors compensation 2023; approval of the updated TSR comparison group approval a new remuneration package for the Executive Director. Secondly, under the heading corporate matters, the committee has evaluated amongst other issues approval of the Nominations and Remuneration Committee 2021 report approval of the directors remuneration Board for 2021, amendment of the directors election policy states report of the 2021 Board self-evaluation. And thirdly, under the heading nomination matters, the committee has evaluated among other issues, information related to the Excom succession, Board succession planning, [indiscernible] reelection, ratification of Board members, the election of Mrs. Amanda Mesler as the Committee Chairperson. And lastly, the committee made a special reference to the actions taken during 2022 with regard to the Directors' Remuneration Report 2021 and the new initiatives regarding Directors' Remuneration Report 2022. Now all as a result of the negative vote on the Director of Remuneration report in 2022 by the General shareholders meeting held in 2021. In this regard, the committee led by its Chair [indiscernible] until April 2022 in coordination with the Chairperson of the Board, Mr. William Connelly decided an action plan that commenced at the end of 2021 and was concluded in the first quarter of 2022 to better understand shareholder concerns with a primary goal of making it as clear as possible to shareholders the link between pay and performance with concrete actions, commitments and disclosures going forward. The action plan was closely monitored by the committee. And in addition to other initiatives, the directors' remuneration report for 2021 was prepared in a free format for the first time, improving its content in several areas in response to shareholders' expectations. The greater flexibility allowed by this free format framework addressing specific items a much more -- manner helped to improve its content. So that action plan initiatives launched by both the former Chair of the committee and the Chairperson of the Board resulted in achieving 91.22% of positive votes in favor of the Director's Remuneration report in the context of the Annual General Shareholders Meeting held on June 23, 2022. During the last quarter of 2022, and based on the policy regarding communication of economic, financial, nonfinancial and corporate information regarding communication and contact with shareholders, institutional investors and proxy advisers dated December 16, 2022, there have been brief things with the main institutional investors and proxy advisers to explain the rationale of the proposal and to consider their points of view. The annual report is supplemented by a reference to the nature of the directors if they're independent, either external or executive directors, the composition of the Board with a special reference to gender diversity, too. So in this regard, it should be noted that in the selection process is launched during the last few years, it has been a necessary requirement to have a list of female candidates to cover vacancies and/or new positions on the Board. So in this way, the appointment of Mrs. Pilar García in 2017 and Mr. Xiaoqun Clever in 2020, Mrs. Jana Eggers, Mrs. Amanda Mesler in June 21, and Mrs. Eriikka Söderström joined the Board in February 2022 have materialized as a result. The percentage of female representation in the Board is currently at 45.45%. The Board of Directors agreed to perform the annual questionnaire and self-assessment for the financial year 2022 to evaluate the functioning performance of the Board and its committees to analyze the effectiveness of the company's corporate governance to identify opportunities for improvement to ensure proper compliance with the existing obligations and recommendations in this area. Finally, a follow-up of the list of companies in which the Board members serve or [ service ] directors and executive managers is made, followed by the verification of compliance with the director selection policy, all for the purpose of the election and renewal process to members of the Board of Directors during 2022. In this regard, it should be noted that a new director selection policy was approved by the Board of Directors and its session held on February 24, 2022, following prior and positive endorsement by the Nominations and Remuneration Committee. Those -- that policy compliance remuneration #14 of the good governance code of listers companies approved by the National Stock Exchange Commission, CNMV regarding the valuation to direct as the best practice for the well function of this committee. The technical guide for the Nominations and Remuneration Committees and as the amendment is managed Capital Companies Act from April 12. We're confident that we can continue to reinforce the nomination of remuneration company's role as a collective body to perform its role of oversight and advice the Board properly and effectively all within the context of best practices and independence. Thank you very much for your attention.

Thank you very much. Lastly, as in the special -- the article 528 of the Spanish Capital Company Act, we'd like to make a brief us the most significant corporate governance aspects of the company and the level of compliance of the good governance code by the company. So let me give the floor once again to the Secretary.

Let me briefly talk through the key aspects of corporate governance and the level of compliance of the code of good governance recommendations from 2022. Dear shareholders, if I could please allow me to talk about the most relevant aspects of corporate governance during the year, the Board of Directors at its meeting on 24th of February 2022 approved a new director selection policy to be adopted, if necessary, to the new drafting of the Good Governance code. That's a recommendation 14, particularly [indiscernible]. The new directors' selection policy is a concrete and verifiable policy, and it shows that if any proposals for appointment or election of directors can be based on prior analysis of the needs of the Board and will also favor diversity of skills, know-how, experiences, nationalities, age and gender. And we'll make sure we have the right profile of candidates for the company's business. The nominations and remunerations Committee has verified compliance with the policy and has also reported on it in the corporate governance report. At same time, established by that recommendation, the result of the prior analysis of the needs of the Board are contained in a justifying a report issued by the Nominations and Remuneration Committee, which has been published for this General Shareholders' Meeting. And it is submitted for the appointment or election of each director. The company maintains high levels of corporate governance practices and revises and implement initiatives to help us to maintain our leadership in the market and reputation as a trustworthy partner for our clients, providers and stakeholders. The 2022 Global report and the nonfinancial information report, which was a part of the consulting Management Board show that we have the right ESG policies, and we report on them. The Board of Directors through its Audit and Nominations and Remunerations committee continues to -- will continue to encourage best practice for corporate governance. Last year with regard to the corporate governance on report the degree of compliance with regard to the previous year. Let me state that out of 64 recommendations, 47 are complied with the 7 are not applicable, and 6 are partially complied, 4 required an explanation. If we were to object -- if we compare the degree of compliance with 2021, you will have seen that there is an increase in that degree from 46 to 47, and we have reinforced those that require additional explanation. In any case, we have to highlight the fact that those recommendations that require further explanation or partially complied with, do not in any way divert from the company's transparency or undermine its commitment to good governance practices, social responsibility, sustainability. And a good proof that, that is our global report 2022, which is available to you, and we invite you to read. Thank you very much.

Thank you, Mr. Secretary. Before we proceed with voting on the proposed resolutions in the agenda, we are now, as I explained before, going to give you the final quorum figures.

Thank you. Now that we have the final attendance list, we have present in the shareholder, 109 shareholders, owning 2,657,877 ordinary shares or 0.59% of the share capital. Of these, 6 shareholders have voted remotely. We have represented in this shareholders' meeting, 2,652 shareholders with 361,756,325 ordinary shares or 80.3% of the share capital. Also, the company's treasury stock, including those that the dominant company owns of its subsidiaries amounts to 625,752 shares or 0.139% of the share capital. According to Article 148 of the Capital Companies Act, treasury stock will be calculated in order to establish a necessary quorum to validly constitute the general shareholders' meeting, but will not have the voting rights that are associated to those shares. And so in this general shareholders meeting, we have present and represented 2,761 shareholders owning 364,414,202 shares with a nominal amount of EUR 3,644,142.02 per share capital. or 80.891% of the said share capital of EUR 4,504,992.05, fully underwritten and pay divided into 450,409,205 ordinary shares of EUR 0.01 each nominal value, hopefully, underwritten and registered. So in total, we have 80.752% of the share capital with voting rights. If any of our shareholders wish to express any comments or reservations about the quorum that I've just read out, you may approach the notaries desk at this point to identify yourself and report on the number of shares you hold and leave the comments or opinions with the notary. Okay. Nothing? Thank you very much. We're now going to open the Q&A session so that our shareholders may pose any questions, make any comments on items on the agenda. All these comments will be heard before we vote on proposed resolutions. Chairman will give the floor to shareholders as they request the floor. For shareholders who would like the full content of their comments or questions to be reflected in the minutes, will have to expressly state that and will have to give a printed copy to the notary of their comments and questions. Before you begin speaking, shareholders or the representatives who have asked for the floor should identify yourselves -- themselves, their name, whether they're representing any shareholders, identify them as well as the number of shares they own or represent and the reference number of the attendance card they hold. In any case, please be brief in your comments or questions that we can have as many shareholders participate as possible. Are there any comments or questions?

[indiscernible] and French Amadeus staff representative of the CGT Union. My name is Stephane Jouteux, I am a software engineer and I have been working for Amadeus for 20 years. First, I would like to thank our CEO, Luis Maroto for his thanks, acknowledgment and recognition of the continued contribution of the staff to the success of the company as demand for travel continues to recover and provides new opportunities for our company. In view of the proposed resolution to this general assembly, the management and the Board of Amadeus clearly believe that the time has come to resume a policy of generous redistribution of profits to shareholders and to increase the remuneration of the Board members, EUR 333 million in dividends and EUR 350 million in share buyback, increase of 8.9% in the CEO's base salary, an increase of 75% in his variable remuneration in [ free ] shares, 30% increase in the members of the Board of Directors' Audit Committee owing to the extension of their scope to outpace. It should be remembered that after a major headcount downsizing in 2020 followed by a threefold increase in attrition and the wide implementation of safe methodologies, Amadeus employees have also been asked to broaden their scope of their technical and functional knowledge to a large extent in order to meet the company's requirements. However, the evolution of the base salary of the vast majority of employees worldwide has remained below inflation and has had negative impact on the standard of living. Therefore, and in light of the promising business and financial forecast for 2023, we are calling on management and the Board to consider remedial measures to ensure inflation catch-up, employee retention and a fair recognition of the contribution to the company's success. Amadeus benefits from exceptional support from the French government and unparalleled tax advantages, although and unfortunately, at the expense of the employees, EUR 50 million in research tax credit, just to mention in the past 2 years, a 1 quarter reduction in the nominal corporate tax rate, an exceptional IP box, patent box tax scheme, enabling Amadeus to reduce its corporate income tax by 70%. This later grant in particular, has generated tremendous savings for the company that now contribute to the shareholders' remuneration. It has also resulted in a 3 quarter collapse in the employees profit sharing, a shock so huge that the company decided to fully compensate employees for this loss in 2019 when it first happened. This compensation has since been abandoned, resulting in an average annual loss estimated to about EUR 2,000 per employee. We, therefore, propose that the management and the Board resumed the profit-sharing remuneration scheme for the 4,300 Amadeus employees in France, representing 50% of the workforce in Europe and a key asset for the company to allow them their full rights. Overall, the company would be honored to demonstrate that the time has come to resume the policy not only for its shareholders and Board members, but also for its employees in every country, who we believe remain its best asset and greatest value. Thank you for your attention.

Thank you. Both management and the Board take note of your comments. Are there any other comments or questions? Okay, then thank you very much. So we are now going to give the floor to the Secretary, so he may proceed with reading of the proposed resolutions and the vote. According to items on the agenda. Each of these items on the agenda will be submitted to vote separately on particularly the reelection and appointment of directors, which will be voted on individually in accordance with Article 19 of the regulations of the General Shareholder Meeting, the Secretary will not have to read in full before the voting -- the full text of the proposed resolutions, since those texts have been made available to shareholders before this general shareholders' meeting. Unless for one or all of these proposed resolutions are a complete or in part some shareholder may so request or when it's deemed to be advisable by the Chairman. But in any case, we will notify the participants, the item, the agenda for this proposal solution that is going to be voted on, and there will be a brief summary of the item after reading the corresponding item on the agenda. We will then proceed to vote on each proposed resolution. Mr. Secretary.

Thank you very much. In accordance with the regulations of the general shareholder meeting, the voting procedure should be as follows. With respect to resolutions on the items of the agenda, the votes on the proposals made by or assumed by the Board of Directors, and that corresponds to the shares of shareholders attending the meeting or that are represented in the meeting according to the attendance list, shall be considered as votes for or in favor of the proposals, excluding the votes corresponding to the shares whose owners or representatives have informed the secretary about the decision to leave the meeting before the relevant vote is cast, the votes against, the abstentions and blank votes, if any. So for the purposes of the voting process and pursuant to Article 19.8 of the General Shareholders' Meetings regulations, the Chairman shall ask for the votes against and for the abstentions. And so it's unnecessary to inform about any of the votes in favor. Regarding blank votes, they should only considered in the event that the shareholders who cast those blank votes, say they express been requested [indiscernible] need for Chairman to ask anything at all in relation to the above an event as any shareholder especially wishes to state in writing its vote against its assumption of blank votes in relation to any of the resolutions, that shareholder may approach the notary wants the reading discussion voting, all the resolutions has taken place that she may address any request that shareholder may have. Furthermore, the notary must be informed with the voting proxies that have been received as well as the content [ vote ], so they can be duly mentioned register in the minutes of the meeting. So to this end, both the Chairman and the notary have received from the company's organization services the list of votes received in favor against the resolutions and abstentions. That's for each and every one of the items of the agenda. So the Chairman's statement on the existence of a sufficient majority of favorable on each item and the approval of the proposals, if so designed, is carried out under such list. In accordance with Article 201 of the Capital Companies Act, the resolution shall be adopted by a simple majority of the votes of the shareholders physically present or represented at the meeting. In other words, more votes in favor than against. So now let's move on to the voting on the proposals that are submitted to this general shareholders meeting for approval, making a brief summary of each with them without prejudice to the fact that the full content of the proposals have been made available to you and will be included in the minutes [indiscernible] notary. The notary shall expressly state in their minutes, all the votes against and abstentions that been cast on all agenda one they have been adopted or approved a sufficient majority. So let's move on to the reading of those resolution there. Item 1 examination and approval, if applicable, of the annual accounts, balance sheet, profit and loss account, statements of changes in equity in the period, cash flow statement on annual report, Director's report of the company, consolidated annual accounts and consolidated Director's report of its group of companies, all for the financial year ended 31st December 2022. So the proposal is to approve the company's annual individual accounts, the company's annual consolidated accounts, the consolidated balance sheet, the director report for the consolidated group all relate to financial year closed at 31st December 2022, as issued by the Board of Directors at the meeting held on 23rd of February, 2023. Any votes against or any abstentions, please? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Okay. The second item agenda is the examination and approval, if applicable, the nonfinancial information statement relating to the financial year ended 31st December 2022, which forms part of the consolidated directors' report. The proposal is to prove this consolidated nonfinancial information report relating to financial year ended 31st December 2022, which forms part of the consolidated directors report as per Act 11/2018 of December 28. Any votes against or any abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Let's move on to Item 3 on the agenda, which is the annual report on Directors’ remuneration 2022, for an advisory vote, pursuant to article 541.4 of the Spanish Capital Companies Act, and that form sort of the individual and consolidated directors’ report. This item on the agenda is of an advisory nature and its purpose is to inform the shareholders at this General Shareholder Meeting about the Directors' remuneration. The Directors' remuneration report was provided to National Stock Market Commission in Spain on February 23, 2023, and has been made available to shareholders part of the documentation for this meeting. The proposal then is to approve in accordance with Article 541.4 in the Spanish Capital Companies Act, an advisory vote on the reported on Director's remuneration, which has been made available to you. Any votes against or abstention? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. So let me move straight on to Item 4 on the agenda, the approval, if applicable, of the proposal on the appropriation of 2022 results and other company reserves. The proposal is to approve the allocation of the company's results corresponding to the financial year ended 31st December 2022, as per the proposal approved by the Board of Directors at its meeting held on 23rd February 2023. As a result of the foregoing, the profits obtained by the company for the year ended as of 31st December 2022, amounting to at EUR 380,927,172.28 are distributed as follows: the distribution of a final gross dividend of EUR 0.74 per share; retained earnings; and legal reserve. So the proposed appropriation results would be as follows: the proposed -- we have the amount of [ appropriation ], the net profit for the year and the appropriation would be EUR [indiscernible] earnings EUR 47,551,926.07. And then we have a dividend of EUR 333,369,411.70, the total of EUR 380,927,172.28. The proposed appropriation of other reserves has the purpose of reclassifying special reserves and other reserves to compensate offset prior year's loss losses registered retaining earnings as follows. Demand for appropriation, special reserves EUR 138,986,192; other reserves EUR 328,370,571. That's a total of EUR 467,356,763. Appropriation to retained earnings the total EUR 467,356,763. The payment of the dividend will be effective on 13th of July 2023, through the member entities of [indiscernible] which you were clear with BBVA as the [indiscernible] agent. Any votes against or abstentions? [Voting]

As there is a sufficient majority favorable votes, this resolution is duly approved. Item 5 is the examination and approval, if applicable, of the management carried out by the Board of Directors for the year ended 31st December 2022. The proposal is to approve the management carried out by the Board of Directors of the company during the financial year ended as of 31st December 2022. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, the resolution is approved. Let's move on to Item 6 on the agenda, which is the item on the appointment of reelection Directors. These proposals will be subject to separate votes in accordance with Article 35 of the company's bylaws. The proposal is the appointment of Mr. Frits Dirk van Paasschen as an Independent Director for a term of 3 years. The proposal states to appoint with positive endorsement the Board of Directors and upon the proposal from the Nominations and Remuneration Committee as an Independent Director for a 3-year term with effect from 24th of June 2023, Ms. Frits Dirk van Paasschen, whose personal data will be included in the main body of the minutes of the meeting. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Item 6.2 is for the reelection of Mr. William Connelly as Independent Director for term of 1 year. The proposal states to reelect with a positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as an independent Director for an initial 1 year to Mr. William Connelly, whose personal data is recorded in the Commercial Registry. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Item 6.3 is the reelection of Mr. Luis Maroto Camino as Executive Director for a term of 1 year. The proposal states to reelect with the positive endorsement of the Nominations and Remuneration Committee upon a proposal from the Board of Directors as Executive Director for an additional 1-year term. Mr. Luis Maroto Camino, whose personal data is recorded in the Commercial Registry. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is approved. Item 6.4, reelection of Mrs. Pilar García Ceballos-Zúñiga, Independent Director for terms of 1 year. The proposal states to reelect with the positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as an Independent Director for an additional 1 year term, Mrs. Pilar García Ceballos-Zúñiga, whose personal data is recorded in the Commercial Registry. Any votes against or abstentions? [Voting]

As there is sufficient majority of favorable votes, this resolution is approved. Item 6.5 is the reelection of Mr. Stephan Gemkow an independent Director for term of 1 year. The proposal states to reelect with the positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as an Independent Director for an additional 1-year term. Mr. Stephan Gemkow, whose personal data is recorded in the Commercial Registry. Any votes against or abstentions? [Voting]

As there is sufficient majority of favorable votes, this resolution is duly approved. Agenda Item 6.6 is the reelection of Peter Kuerpick as an Independent Director for term of 1 year. The proposal states to reelect with the positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as an Independent Director for an additional 1-year term. Mr. Peter Kuerpick, who's personal data is recorded in the Commercial Registry. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Lastly, Item 6.7, which is on the reelection of Mrs. Xiaoqun Clever, as Independent Director for a term of 1 year. The proposal states to reelect with the positive endorsement of the Nominations and Remuneration Committee and upon a proposal from the Board of Directors and Independent Director for additional 1-year term, Mrs. Xiaoqun Clever, whose personal data is recorded in the Commercial Registry. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Let me also mention that the new Independent Director, Mr. Frits Dirk van Paasschen, will cover the vacancy that was created by Mr. Francesco Loredan, who leaves the Board of Directors effective day today and whom we'd like to thank for his contribution to the Board during all these years. The directors, Mr. William Connelly, Mr. Luis Maroto Camino, Mrs. Pilar García Ceballos- Zúñiga, Mr. Stephan Gemkow, Mr. Peter Kuerpick, and Mrs. Xiaoqun Clever, all of them present to this event accept the appointment to the [indiscernible] directors that cannot be subject to any of the cause of the incompatibility or legal prohibition, in particular, none of those established by Article 213 of all decree law 1/2010 of July 2, Law 3/2015 on March 30 and Law 14/1995 of April 24 of the Madrid regional government, the circumstances to be noted in minutes of this meeting. Item 7 is the approval of the remuneration of the members of the Board of Directors in their capacity as such for financial year 2023. The proposal is in accordance with Article 36 of the bylaws, to establish the remuneration of the Board of Directors for the financial year ending on 31st December 2023 has a fixed amount for membership of the Board of Directors and to -- and its committees and variable remuneration in kind, at the maximum amount of EUR 1,566,000. Any votes against or abstentions? [Voting]

As there is a sufficient majority of favorable votes, this resolution is approved. Lastly, this is the last item on the agenda, which is 8, a delegation of powers to the Board of Directors with power of substitution for the fullest formalization, interpretation, remedying and implementation of the resolutions adopted by this general meeting. The proposed reads without prejudice to the powers given by the law and by the bylaws of the company, it has agreed to delegate as broadly as in law is required to any Director or to the Secretary and the Vice Secretary acting individually. The implementation of each and every one of the resolutions adopted at this General Shareholders' Meeting with the powers to interpret, to remedy and to complete them for the conversion to public deed as well as, if applicable, to achieve the filing with the Commercial Registry with the powder to substitute the said delegation as they may consider a fit in favor of any other Director or member of the company's management. Any vote against or abstention? [Voting]

As there is a sufficient majority of favorable votes, this resolution is duly approved. Thank you very much. All resolutions are therefore approved. The minutes of the proceedings here at this meeting will state the detailed results of the voting and everything that took place today at the General Shareholders Meeting. I would just like to point out that in accordance with Article 101 of the Spanish companies registry regulations [indiscernible] public has been required so that she may drop the minutes, the proceedings of the meeting, which will be consider to be the minutes of General Shareholders' Meeting pursuant to Article 103 of the Spanish Companies Registry regulations. So this General Shareholders Meeting now comes to an end. We are concluding at this point. Thank you for participating, and I have [indiscernible] the meeting to be adjourned. Good morning to all of you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]