Amadeus IT Group, S.A. ($AMS)
Earnings Call Transcript · June 3, 2026
Earnings Call Speaker Segments
Operator
OperatorGood morning, ladies and gentlemen, shareholders, dear friends, holding this in a hybrid form, so you can attend and very much like to welcome you to our headquarters being streamed and will be also recorded as stated in the call notice. And with that, I'll give the floor to the Chairman of the Board of Directors, Mr. William Connelly.
William L. Connelly
ExecutivesGood morning, dear shareholders, on behalf of the Board of Directors, I'd like to welcome you and to thank you for attending this general shareholders' meeting. Mrs. Ana Fernandez-Tresguerres, notary is attending the meeting today. She has been someone here by the Board of Directors to draw up noise minutes of the meeting. Pursuant to Article the Spanish Capital Companies Act and related provisions. We have today at this table as well as the Secretary of the Board, the CEO, Mr. Mr. Luis Maroto, the Vice Chair of the Board, Mr. Stephan Gemkow; and Directors, Mrs. Pilar Garcia, Mr. Amanda Mesler, Mrs. Jana Eggers, Mr. Peter Kürpick,, Ms. Eriikka Söderström, Mr. David Vegara and Mr. Frits Dirk van Paasschen, Mrs. Xiaoqun Clever-Steg and Mr. [indiscernible], Vice Secretary of the Board of Directors, Mrs. Ana Fernandez-Tresguerres is also at the table.
Unknown Executive
ExecutivesThank you, Mr. Chairman. According to the preliminary figures that have been provided the preliminary quorum is as follows: we have present 90 shareholders owning 32,588,1 ordinary shares, which are 7.24% of the share capital. Of these, 14 shareholders have voted remotely. And represented in this AGM, we have 5,141 shareholders, owning 335,896,881 ordinary shares or 74.561% of the share capital. I am told by the organizing services that no shareholder is attending this AGM remotely to cast their votes, so that all of the proposal solutions have been voted on remotely beforehand. I'd also like to mention that the treasury stock, including the held by the company and its subsidiaries is 27,772,871 shares or 6.1% of the share capital. according to Article 148 of the Capital Companies Act, treasury stock will be included in the capital and calculating the necessary percentages for a proper quorum in this AGM, but their voting rights and other political rights are suspended. So we have in this AGM, 5,231 shareholders present or represented, owning a total of 368,484,882 shares with a nominal share capital of EUR 3,684,848. That is 81.795% of the share capital totaling EUR 4,54,902.05, fully underwritten and paid out divided into 450,499,205 ordinary shares of EUR 0.01 in nominal value each all indivisible and represented when fully booked. In total, we have 75.630 of the share capital in voting rights present and represented. I'd also like to point out with regards to the proposed are solutions, referring to capital increases and decreases that second call, we have a quorum of above 50% of the share capital voting rights. And so those proposed solutions will require an absolute majority to be approved. Based on the data on record that the secretary has just read out, the matters submitted for consideration of the shareholders General Shareholders meeting is declared to be validly assembled on second call. In accordance with the regulations of the general shareholders meeting, immediately after reading the announcement convening this meeting and hearing from the members of this panel, we will read out any questions sent in by shareholders. So now let's begin this general shareholders meeting. this General Shareholders' Meeting has been called by a resolution of the Board of Directors adopted in its meeting held on April 16, 2026. The call notice was published in the company's website on April 23, 2026. And as well as in the gazette of the Spanish company's register and the newspaper thinks on the same date. The legal announcement calling this general shareholders' meeting has also been filed that same day as other relevant information with the Spanish Stock Exchange Commission. The following documents, amongst others, being made available to the shareholders in the company's head office and in the company's website. The stand-alone and consolidated financial statements for the financial year ending December 31, 2025. The director's report of the company and its group and the audit report, the nonfinancial information report and sustainability report. The annual corporate governance report and the annual report on directors' remuneration. The full text of the proposed resolution subject to to the approval by the general shareholders' meeting and the CVs of the directors whose reelection is proposed have also been made available to the shareholders as well as the mandatory reports from the Nominations and Remunerations Committee and from the Board of Directors. If the shareholders were to decide they're already sufficiently familiar with the content of the call notice for this general shareholders' meeting and decide to take it as read. We will duly reflect as such in the minutes. Otherwise, I will give the floor to the secretary so he can proceed to read out the call notice. Should we consider it read. Okay. In that case, we will proceed. And before we hear questions from the shareholders on agenda items, I'm going to give the floor to the CEO, Mr. Luis Maroto, who is going to give us a brief overview of Amadeus' business performance during 2025. Mr. Luis?
Luis Camino
ExecutivesMr. Chairman, members of the Board and shareholders. Good morning, and welcome to this Amadeus Annual General Meeting. 2026. Today, we're going to have a chance to go over the highlights of 2025, speak about the trends in 2026 and reflect upon how Amadeus is creating value for the travel industry. 2025 was a year impacted by complexity and change. continue to have a lot of uncertainty in the global context with enormous geopolitical tensions and macroeconomic pressures. AI is no longer a promise and has become a real force. And in the travel sector, demand has remained solid. According to the World Travel and Tourism Council, the sector contributed EUR 11.7 billion to global GDP, which is 7% more than the previous year. International travel also continued to grow with over 1.5 billion tourists over the world, up 4% versus the previous year. In the next context, technology plays a crucial role. And this is precisely the field in which Amadeus operates in the intersection between travel and technology supporting the industry contributing to the transformation of this sector, whilst guaranteeing at the same time, the continuity and stability for our customers and partners. In 2025, we invested EUR 1.4 billion in research and development. Currently, travel requires a broad set of transformer technologies from AI and the cloud to biometrics and advanced data analytics. [indiscernible] to orchestrate these capabilities in an integrated, scalable and reliable way. This year, we completed the migration of our systems to the cloud. We also moved forward with our multi-cloud strategy with partnerships with Microsoft and Google, which gives us capabilities for greater liability, resilience and scalability of our platforms. We are in a unique position to orchestrate an increasingly AI-driven travel ecosystem. The role of Amadeus as the reference system for the industry puts us in a privileged position to connect suppliers, distributors and AI agents with reliable and dynamic travel data. scale in a neutral, secure and responsible way. AI is reinforcing and extending the Amadeus platform. In this context, 2025 was a year of solid earnings from modes. We achieved accelerated growth of our revenues and improved profitability. Our free cash flow increased 7%, excluding one-offs in 2024. At constant exchange rates, the group's revenues grew 9%. Adjusted EBIT grew 10%. And most importantly, we achieved all the targets and the guidance we gave at the beginning of the year. These results show strong growth in all of our segments, reinforcing long-standing relationships with many customers as well as welcoming new ones. We also increased the scope of the solutions included in our portfolio. in an environment of great uncertainty and fast technology change. This combination of growth, profitability and revenue generation reflects the solidity of our business model. I will now go over the main highlights of our segments, beginning with earns and Airports. 2025, we continue to see revenue growth driven both by passenger volumes as well as by the growing adoption of value-added solutions. A key milestone was progress in Amadeus Neveu. We've reached a turning point with 25% of our hotel customer base already linked to the Navia portfolio, airlines like Finnair, Saudia, British Airways, Air France, KLM and new airlines of the Lufthansa Group are working with us in the modernization of their commercial and operational capabilities. In parallel, we launched Navitaire stratas are our next-gen sales platform for low cost on hybrid airlines. To airlines and volatile were the clients for the launch. We also achieved solid growth in airports and border controls with investments in modernization and improve traveler experience, including biometrics or auto labs handling and professional services. An important milestone was the launch of the first global scale biometric quarters with the Director General of the immigration of Indentia. Moving to the Hospitality segment. In 2025, our hospitality solutions as well other areas show revenue growth driven by new customers, more adoption and increase in the transaction volume. We move forward in key solutions like event and sell management and business intelligence and distribution. An example would be our ongoing work in technology transformation programs in the hotel sector, including the deployment of a central booking system with Marriott and ACO as well as the partnership with so limited to continue to strengthen our payments business outpace with new agreements and extensions with customers and suppliers taking advantage of our e-money license in order to offer more integrated secure and efficient payment solutions. Distribution business also showed solid growth in 2025 driven by continuous commercial success in all regions and through a combination in the growth in volumes and an increase in revenues for bookings. We signed 61 new agreements or extensions or renewals of distribution agreements. And by the end of the year, we had more than 75 NDC agreements with airlines. We've also increased the available content in the Amadeus travel platform, including our offering for low-cost airlines. So travel sellers can have easier access to a broader range of content that is relevant for their usual workflows. We also broadened our base of corporate clients with our cyber adoptions, our new integral solutions for travel and expense management. All of this reflects the role of the Amadeus travel platform as a trusted connectivity layer. We're increasing content for airlines, hotels, trains and other types of travel, allowing agencies and companies to support travelers through a single integrated platform. When analyzing our results, our investments and our role in this sector, made strengths are clear. We are the technology backbone of the travel industry, the reference system for the sector. We operate globally supporting secure, reliable and efficient operations every day and partnering openly with clients and partners to deploy new technologies in real environments. We are a trusted partner for the industry with solid long-standing relationships with customers. We also play a unique role turning travel data into intelligence. When aggregating and connecting fragmented data throughout the travel or the journey. We help our customers take better decisions and increasingly to offer more fluid and connected travel experiences. And these strengths are supported by a resilient business model, a disciplined financial framework and a highly committed and qualified team. Our people contribute the necessary expertise and responsibility to innovate, execute and support our customers constantly built over decades. These strengths are a solid base for long-term growth. position us very favorably as the travel industry continues to evolve. We are in a unique position to orchestrate a travel ecosystem, which is increasingly AI driven. The foundations of this industry are still solid. However, we're still aware of the external environment and the need to continue to execute our plans with discipline and focus. For 2026, we expect group revenue to grow in a high 1 digit. This growth will be driven by our demand in our main segments and by the continuous adoption of our solutions by our customers. We also expect to continue to improve our profitability, which reflects our operational leverage and focus on improving efficiency. Our priorities are still clear to execute for our customers to invest long term and to manage the business with financial discipline, which requires responsible capital allocation, balancing the investment in growth with solid cash flow generation. In 2025, we continue to offer solid shareholder return. We maintained our commitment with a payout ratio of 50% and with dividends of around EUR 700 million, and we completed a share buyback program for a total of EUR 1.3 billion. In February this year, we announced a new share buyback program for EUR 500 million for 2026. These actions reflect our disciplined focus on capital allocation balancing shareholder remuneration with the financial flexibility we need in order to invest long term in growth. Before I end, I'd like to briefly refer to some of the milestones we've already seen in 2026. We've achieved important agreements in the whole travel ecosystem, extending the scope of the solutions adopted by our customers. including the Southwest Airlines announcement, which was signed with Amadeus Altea NDC and Alaska Airlines, which has implemented our network revenue management solution. In airports, 1 of the milestones with the signing with London City Airport for ACRE, self-service kiosks, boarding gates and automated luggage handling solutions, so promoting the adoption of our biometric technology solutions with the selection of the Philippines immigration Office of Amadeus Biometric solutions for its national airports. In hospitality, Imperial Hotels and Resorts has implemented Amadeus' web solutions to modernize their online presence. Also visit Hungary, which is the destination marketing organization in Hungary has extended its use of Amadeus Media Solutions. And as for our payments business, British Airways NAVIO client has successfully started to operate outpace as its payments. end-to-end payments orchestrator in every channel. We've also extended our partner network for a new strategic partnership with the Tata Consultancy Group. And finally, we completed the acquisition of SkyLink moving forward in our AI strategy, incorporating in-house automation and orchestration data-driven capabilities. We've also announced our intention to acquire IDEMIA public security, which is a leading provider of biometric and identity services. As reliable digital identity and biometric solutions become an essential area of the journey experience. This transaction will reinforce Amadeus' broader ambition to become orchestrator of the whole travel ecosystem. Milestones underline progress we've already achieved in 2026 on our role in providing more fluid end-to-end travel experiences. We operate in an environment, which still has a lot of uncertainty and complexity driven by fast technology change and broader global pressures. In this context, Amadeus has continued to invest in formative technologies, which allow more seamless end-to-end travel driven by the trust we believed as the reference system for the whole industry our deep integration in the whole ecosystem and our ability to operate globally, working closely with clients and partners in an AI-enabled ecosystem. We help to translate innovation to practical results, which promotes more fluid seamless end-to-end travel and contribute to a more resilient and travel industry better equipped for the future. I'd like to thank our shareholders for their continued trust and support guided by our purpose, which is to improve the travel experience for everyone, everywhere. We face the future with confidence. Thank you very much. And now I'm going to give the floor to the Chairman.
William L. Connelly
ExecutivesThank you very much, Mr. Maroto. Now it is time to give a briefing on the main activities performed by the Audit Committee and the Nominations and Remuneration Committee during 2025. Mr. Jacinto Esclapés, Secretary of the Board of Directors, acting in representation of the respective chairs of the committees, Ms. Eriikka Söderström, Audit Committee is Amanda Mesler, Nomination Remuneration Committee will read both reports.
Jacinto Esclapés Díaz
ExecutivesShareholders, Mr. Chairman, on. I am addressing U.S. Chair of the Audit Committee of the Board of Directors for which I was appointed by resolution of the committee active on May 7, 2025. First, I would like to inform this general shareholders meeting that the that the external auditor for the company consultant Young has issued a clean opinion without any reservations or qualification in respect to the stand-alone and consolidated financial statements fiscal year ended December 31, 2020. In this regard, the other report states as followed. In our opinion, the company and consolidated annual accounts give a true and fair view in all material respects of consolidated equity in the consolidated financial position of the group. As of December 31, 2025. Amadeus financial performance is consolidated cash flows for the year that ended in accordance with the IFRS as adopted by the European Union, other provisions in the regulatory framework applicable in Spain. We are independent of the group in accordance with the other coal requirements, including those related to independents that are relevant to our audit of the consolidated annual accounts in Spain as required by prevailing audit regulations. In this regard, we have not provided nonaudit services, not have any situations or circumstances a reason 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 appropriate to provide a base of our opinion -- on February 23, 2026, the Audit Committee issued the mandatory annual report on the activities carried out by the Audit Committee during the financial 2025. which was submitted to the Board of Directors, and which I now briefly summarize to your shareholders. In any event, the annual port is bad on the company's website under the Corporate Governance section. Board Committee is composed to find members all of whom are nonexecutive directors and independent directors, the audit committee meets on a regular basis, as called by its Chair, during the financial year 2025, the committee held 5 meetings of which took place prior to the publication of the quarterly or semester financial statements. External auditors, Earnst & Young represented by the partners in charge of the company's audit are invited and attend all the meetings. In addition to the regular communications between the Chair of the Audit Committee and the internal external auditor during the financial year, the Chair of the Audit Committee holds ad hoc meetings prior to each meeting of the committee with those members of the management team who, due to the nature of the items on the agenda to be discussed, we'll make some kind of presentation to the committee. It should be noted that at the meeting corresponding to the presentation, the annual accounts, the Audit Committee meets separately with the external auditor without the presence of the management team. Three recurring sections form part of the agenda of the committee throughout the year, respective of others, which depending on the matter and are also included for discussion analysis and recommendation as the case may be. Firstly, under section external audit, the company's audit auditors report to the Cordi committee on the most relevant aspects of the audit work in progress and semiannual pelotical reporting as well as on significant accounting aspects, including the application of accounting standards, describing, if any, the existence of discrepancies between company management and the auditors with respect to any specific item. Let me inform you, none of the areas under analysis have required the intervention of the Audit Committee. Secondly, internal audit. I'd like to inform the shareholders that no material consequence that have required the directive to venture the audit committee have resulted with the scope of the internal audits carried out. Thirdly, risk management without having raised issues of relevance to potential financial or reputational impact in this area. Finally, the section and other matters includes any other discussions and issues that do not fall with the scope or the breading sections. The annual Board is complemented by reference to related party transactions and incidents and proposals for improving the company's rules of the governance. In this should back there will be no incidents requiring the amendment of the company's governance rules. We are confident to continue reinforcing the Audit Committee's role as a collective body to perform its role of oversight and advice to the Board properly and effectively with the context of the best practice and independents. Thank you very much for your attention.
Frits van Paasschen
ExecutivesLet me now read the report from the Chair the Nominations and Remuneration Committee. I'm addressing the U.S. Chair of the Nominations and Remuneration Committee of the Board of Directors for which I was appointed by resolution of the committee effective on May 1, 2026. On February 23, 2026, the Nominations Remunerations Committee issued the mandatory annual report on the activities carried out by this committee during the financial year 2025, which was submitted to the Board of Directors, which I now briefly summarize to you shareholders. In any event, the selling report is available on the company's website under the Corporate Governance section. Just as in the case of the Audit Committee, the nomination of the remuneration committee is posed to 5 external directors. All of them are independent directors. The nominations of Remuneration Committee meets on a regular basis, as called by its Chair. During financial year 2025, the committee held 4 meetings in February, April, October and December. The recurrent sections form part of the agenda throughout the year, respective of others, which depending on the [indiscernible] hand or also included for discussion, analysis and recommendations where appropriate. Firstly, compensation matters secondly, corporate matters finally nomination matters. During the last quarter of 2025, and based on the policy regarding communication of economic, financial, nonfinancial and corporate information regarding communication, contact with shareholders, institutional investors and proxy advisers dated December 16, 2020, there have been informative sessions held with the main institutional investors and proxy advisers in order to explain the rationale of the proposed compensation for the Executive Director, the Chair of the Board and the independent directors for financial year 2025 and to consider their points of view. The conclusions of those meetings were for the reported boosters committee and to the Board. The annual report is complemented by reference to the nature of the directors, independent, other external and executive, the composition of the Board with a special reference to gender parity. As of December 31, '25, the presence of the less represented agenda on the Board of Directors, female is 41.6%. Lastly, regarding the evaluation of the functioning performance of the Board of Directors and its committees, no significant points or comments have been identified in the areas and evaluation that could lead to relevant changes in the organization or to the direct intervention of the committee to try to resolve any kind of conflict. Managers is made, followed by the verification of the compliance with the director election policy, for the purpose of election renewal process to members of the Board of Directors during 2025. We're confident to continue reinforcing the nominations, remuneration committee's role as a collective body to perform its role of oversight and advise the board properly and effectively within the context of the best practice and pendants. Thank you very much for your attention.
William L. Connelly
ExecutivesThank you. Lastly, as set forth in Article 5 to 8 of the Spanish Capital Companies Act, we would like to make a brief reference the most significant corporate governance aspects of the company and the level of compliance of the good governance code by the company. I give the floor to the Secretary so that you can make a summary of these points.
Unknown Executive
ExecutivesShareholders' Board members. First of all, let me highlight that in line with previous years, the company maintains the highest levels of corporate governance practices reviewing and implementing initiatives that help us maintain our market leadership and our reputation as a trusted partner for customers, suppliers and other stakeholders. The 2025 global report and the 2025 statement of nonfinancial information sustainability information, which forms part of the consolidated management report showcase our environmental, social and governance, sustainability initiatives informing the most relevant areas where Amadeus can have a significant positive impact in these areas. The Board of Directors through its Audit Committee and its Nominations and Remuneration Committee continues and will continue to encourage good corporate governance practices. On the other hand, the degree of compliance with the recommendations of the Code of good Governance is maintained with respect to the previous year 2024. That's in relation to the 2025 financial year as stated the annual corporate governance report of the 64 recommendations of the Code of good Governance, 48 are complied with 7 are not applicable to the company, 5 are partially combined with and 4 have been the subject of the corresponding explanation. In any event, recommendations as follow-up is partial pexplasnation do not affect the transparency of the company undermine the commitment to this Board of Directors to the best practices of good corporate governance, social responsibility and sustainability in all areas. This commitment is reflected, among other aspects in the Global Report 2025, which is available to you and which I would gladly invite you to read as in previous years. Thank you very much.
Unknown Executive
ExecutivesThank you, Mr. Secretary. Before we proceed with the voting of the agenda items, and as I mentioned earlier, we shall now, as I said earlier, read the final quorum of the General Shareholders' Meeting. According to the figures provided by the organizers, there has been no change between the preliminary attendance quorum that we read out before and the final quote and so we just will take that preliminary quorum as the final quorum. If any holder wishes to make any statement artisan about the quorum he or she is invited on so now by approaching the table where the [indiscernible] sitting. For the business of their personal identification, providing information on the number of shares they represent and regard the statements they wish to make. So now it is the turn for the shareholders' participation. Shareholders may ask those questions they can see necessary regarding the agenda items. In order to have a smooth meeting, questions will take place before the beginning of the voting period, the Chairman will give the floor to the shareholders respecting the order of their request to participate. And then we'll reply directly or through the person he designates once all shareholders' requests have taken place. Shareholders who wish to have the content of their participation or the question duly recorded as well as the content of their vote and where appropriate, the position of the agreement as expressly requests to Furthermore, should they wish that their participation or question is recorded literally, they must provide a written statement to the notary so that she can reverify its content subsequently incorporated into the minutes before starting the participation that shareholders or their representatives or request to take the floor must identify themselves by stating their name or the name of the shareholder to represent. In all cases, shareholders wish to take the floor must also systematic is noted. [indiscernible]. Any questions? Thank you. And now we are going to give the floor to the Secretary, so he can proceed to the read and subsequent vote on the proposed resolutions in the agenda.
Unknown Executive
ExecutivesEach agenda item shall be voted on separately, particularly the 1 relating to the reelection of directors, which shall be voted on individually. Pursuant to Article 19 of the regulations of the General Shareholders' Meeting, the secretion will not be required to read the full text of any proposed resolutions whose techs have already been made available to shareholders prior to the general shareholders' meeting unless it is so requested by a shareholder or is being fit by the Chairman for all or for specific proposed resolutions. At the need, in any case, always be informed of the agenda item, the proposal solution refers to and on which the shareholders shall cast their vote. And a brief summary will be given of a proposed resolution. After reading the agenda item would proceed immediately to vote on each proposed solution. The -- in accordance with the regulation of the General Shareholders' Meeting, the vote in procedure shall be as follows: with respect to resolutions and items on the agenda, the votes on the proposals made by or assumed by the Board of Directors and that correspond to the share shareholders that attend the meeting that are represented in the meeting, according to the attendance list, shall be considered as votes or in favor of the proposals, excluding the votes corresponding to those shares, which on the representatives have informed the Secretary about their decision to leave the meeting before the relevant votes cast, votes against, extensions or blankets, if any. For the purposes of the voting process and pursuant to Article 9.8 of the regulations of the General Shareholders' Meeting. The Chairman shall ask the votes against and for the abstentions, after that, and it's unnecessary to inform about boats in favor. Regarding blank votes, they should only be considered in the event that the shareholder who used expressly requests that without the need for the Chairman to ask anything in this respect. In relation to the above, in the event there is any shareholder who expressly wish to stay in writing they're about against or extension or a blank vote in relation to any of the resolutions, they may approach the notary once the read-in discussion and voting of all the resolutions has taken place, so she may address any request in that respect. Also notary must be informed of those delegations that have been received as well as the content of those votes that these can be duly notarized. To this end, the Chairman and the notary have received from the company's organizational services, the list of votes received in favor against the extensions of each and every 1 of the items on the agenda so that the Chairman's statement on the existence of sufficient majority of favorable votes on each item and approval offset proposals is carried out under such a list. In accordance with Article 201 of the Capital Companies Act solution should be adopted by a simple majority of votes of the shareholders present or represented in the meeting. There is more votes in favor than against except for the resolutions on item 6, 9 and 10 of the agenda relating to the increase in share capital, delegation upon the Board of Directors of the power to issue bonds obligations and other securities and the delegation on the Board of Directors or to increase share capital, the exclusion of preemptive rights, respectively, which will need to be adopted by an absolute majority. We will now move on to the vote of the proposal solutions that are submitted to this general shareholders' meeting with a brief summary of each of them without prejudice is the fact that the full content of the proposals will be included in the minutes thrown up by the notary. On all items of the agenda that are approved with a sufficient majority, the notary will reflect in the minutes the votes against and the abstentions. First, item examination and approval, if applicable, of the financial statements, balance sheet, profit and loss account, statements of changes in equity during the period, cash flow statement and annual report directors' report for the company consolidated annual accounts and consolidated directors' report, the group of companies or for the financial year that ended on 31st December 2025. Proposal, approval of the company's individual financial statements, the group's consolidated financial statements and the management report of the group all for the year ending December 31, 2025, as issued by the company's Board of Directors in its meeting held on February 26, 2026. I -- any votes against or extensions, as there is a sufficient majority of votes in favor, this resolution is approved. Item 2, examination approval, if applicable, the nonfinancial information report and the sustainability report for the financial year ended first December 2025, which is part of the consolidated directors' report. Proposal, approval of the nonfinancial information report and sustainability report related to the financial year ending December 31, 2025, which is part of the consolidated directors' report as per Act 11/2018 of December 28. Any votes against or extensions since there is a sufficient majority of favorable votes. This resolution is approved. Third, Directors' Remuneration Report, 2025 for an advisory vote pursuant to Article 541 of the Spanish Capital Companies Act, which is part of the stand-alone and consolidated directors' report. This item of the agenda is purely of an advisory nature, and the purpose is to inform the shareholders of the general shareholders meeting. on the directors' remuneration. The report was provided to the National Stock Market Commission on February 27, 2026 and has been made available to shareholders. As part of this general shareholders' meeting documentation, proposal proposed at the general shareholders' meeting, customer advisory vote in accordance with Article 541.4 on the Spanish Capital Companies Act on the Annual Report and Director remuneration that has been made available to the share any votes against or abstentions since there is a sufficient majority of votes in favor. This resolution is approved. Fourth, rural if applicable, as the proposal on the appreciation of 2025 results and other company reserves. Proposal approval of the allocation of the company's results corresponding to the financial year ended December 31, 2025, as per the proposal approved by the Board of Directors in the meeting held on February 26, 2026. To the distribution of the profits obtained by the company in the year ending 31st December 25, amounting to EUR 1.266,532.83 we distributed as follows: a final gross dividend of EUR 1.54 per share with the right to take part in the sand distribution of the payment date of which an interim dividend per share were paid in full on January 16, 2026, being, therefore, still pending a complementary dividend an of EUR 1.01 per share. Retained earnings based on the above, the proposed appropriation of results is as follows: Net profit for the year, EUR 1.266 533 to be allocated 601,913,540 for dividends, EUR 664 19,795 and EUR 0.84. In adition, we're proposing the special reserves be reclassified to retained earnings as follows: an amount of 138,823,053.30 for special reserves, EUR 138 million, 823,000 for as retained earnings and to confirm the dividend payment will be made on July 3, 2026 through the member entities, [indiscernible] agent. Any votes against or abstentions? As there is a sufficient majority of votes in favor, this resolution is approved. Fifth, examination approval, if applicable, of the management carried out by the Board of Directors for the ended 31st December 2025, the [indiscernible] to approve the management carried out by the Board of Directors of the company during the financial year at 31 December 2025. Any votes against our extensions? As there is a sufficient majority of votes in favor, this resolution is approved. Item 6, approval a reduction in share capital through the redemption of 18,927,99 treasury shares acquired under share buyback program. Amendment to Article 5 share capital of the bylaws, delegation of powers to the Board of Directors, including the authority delegate further, such as requesting, delisting and canceling book entries for the redeemed shares. The proposal is to reduce the share capital of the company by 189,279,99 by redeeming 127,909 shares currently held as treasury stock. The capital reduction does not entail a return of contribution to the shareholders because the company itself owns the shares being redeemed and is carried out against unrestricted reserves. The credit of the company do not have any objection rights. Article 5 of the bylaws is amended to henceforth read as follows: Article 5, share capital. The share capital is set an effect of EUR 4,315,712 with EUR 0.96 and is fully subscribed and paid in. The share capital consists of 431,571,296 shares with a nominal value of EUR 0.01 each, which belongs to the same class -- also to delegate to the Board of Directors with express powers to delegate the necessary powers to proceed to implement this resolution. Any votes against or abstentions? As a sufficient majority of variable votes, this resolution is approved. Seventh, the seventh item on the agenda, which is the appointment of reelection of directors. The -- all of the following proposals are subject to separate votes. In accordance with Article 35 of the bylaws, Item 7.1, reelection of Mr. William Connelly as Independent Director for a term of 1 year. The proposal is to relect with the positive endorsement of the Board of Directors and Aparna Brazil from the Nominations and Committee as Independent Director for an additional 1-year term, Mr. William Connelly, who's personal data is recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. Thank you very much. Item 7.2 reelection of Mr. Luis Maroto Camino, Executive Director for a term of 1 year. The proposal is to reelect with the best of endorsement of the Nominations and Remuneration Committee and upon a proposal of the Board of Directors. As Executive Director for an additional 1-year term. Mr. Luis Maroto Camino, who's personal data are recorded in the commercial registry. Any votes against or extensions? As there is a sufficient majority of favorable votes, this resolution is approved. Item 7.3. reelection of Mrs. Pilar García Ceballos Zúñiga , Director for a term of 1 year. The proposes to elect with the positive endorsement of the Board of Directors and upon a rose from the Nominations and Remuneration Committee, as Independent Director for an additional 1 year term, Mrs. Pilar García Ceballos Zúñiga, whose personal data recorded the cocregistry, any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. Item 7.4 reelection of Mr. Stephan Gemkow as Independent Director for time. The promise is to reelect with the positive endorsement of the Board of Directors and beta proposal from the Nomination Remuneration Committee as Independent Director for an additional 1-year term. Mr. Stephan Gemkow whose busines data recorded in the commercial registry, any votes against or extensions? As there is a sufficient merit favorable votes, this resolution is approved. 7.5, reelection of Mr. Peter Kürpic as Independent Director for [indiscernible] one. The proposal is to reelect with the positive endorsement of the Board of Directors and a proposal from the Nominations and Remuneration Committee as an independent director for an additional 1-year term. Mr. Peter Kürpic, whose personal data recorded in the commercial registry. Any votes against store extensions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.6, we election Mr. Xiaoqun Clever-Steg as Independent Director for Timone the proposal is to reelect with the positive endorsement of the Board of Directors and on a proposal from the Nomination Remuneration Committee as Independent Director for an additional 1-year term. Mr. Xiaoqun Clever-Steg whose personal data recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.7, reelection of Ms. Amanda Mesle, a pendant Director for a term of 1 year. The proposal is to reelect with a positive endorsement of the Board of Directors and a proposal from the Nomination Remuneration Committee as Independent Director an additional 1-year term. Ms. Amanda Mesle, whose personal data recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.8, reelection of Mrs. Jana Eggers, as Independent Director for a term of 1 year. The proposal is to reelect with a positive endorsement of the Board of Directors and upon a proposal from the Nomination Remuneration Committee as Independent Director for an additional 1 year term, Mrs. Jana Eggers, whose personal data recorded in the commercial redustry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.9, reelectiojn of Mrs. Eriikka Söderström as Independent Director for a term of 1 year. The proposal is to reelect with a positive endorsement of Board of Directors and upon a proposal from the Nomination Remuneration Committee as Independent Director for an additional 1-year term Mrs. Eriikka Söderström, whose personal data are recorded in the commercial registry. Any votes against or abstentions? As there is he's sufficient majority of far votes, this resolution is approved. 7.10 million reelection of Mr. David Vegara Figuera and dependent Director of a term of 1 year. The proposes to reelect with the positive endorsement of the Board of Directors, a number of proposal from the Nomination Remuneration Committee as Independent Director for an additional 1-year term. Mr. David Vegara Figuera forget us to personal data recording the commercial registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. And lastly, 7.11, reelection of Mr. Fritz Dirk and passion as Independent Director of Tim one. The proposal is to elect with a positive endorsement of the Board of Directors and purpose for the Nomination Remuneration Committee as Independent Director for an additional 1-year term. Mr. Fritz Durkan, whose present data reported the commercial registry. Any votes against are extensioned? As there is a sufficient majority of favorable votes the resolution is approved. Just to point out that directors, Mr. William Connelly; Mr. Luis Maroto Camino, Ms. Pilar García Ceballos Zúñiga, Mr. Stephan Gemkow, Mr. Peter Kürpick, Ms. Xiaoqun Clever-Steg, Ms. Amanda Mesler, Ms. Jana Eggers, Ms. Eriikka Söderström, Mr. David Vegara Figueras, and Mr. [indiscernible] all of them present in this event, except their appointment to the position of directors and declare not being subject to any of the causes of incompatibility or legal provision, in particular, those of article 213, low 10 July 2 or 3/2015 on March 30 and low 1495 April 2011 and this will duly be reflected in the minutes of the meeting. Eighth, authorization to the Board of Directors to carry out derivative purchases of the company's own shares directly to the companies of the group setting forth the limits and requirements for these acquisitions with delegation upon the Board of Directors of the necessary faculties for its execution, leaving without effect a new part of the dilution granted by the General Shareholders' Meeting of June 23, 2022. Proposal. To authorize the Board of Directors of the company to carry out derivative patches of the company's shares. Maximum number of shares cannot exceed 10% of the share capital. the minimum maximum purchase price of the shares will be equivalent to 90% and 110% of the closing price for the share in the Madrid Stock Exchange in the date immediately preceding the data purchase, respectively, the shares acquired may be used either to be redeemed through a share capital decrease or to comply with obligations that are inherent in debt financial instruments convertible into shares or use them for their remuneration schemes or for the coverage or fulfillment of any remuneration plan based on shares linked to the share capital. And finally, for good consideration to satisfy payment obligations resulting from direct or indirect total or partial transactions for the acquisition of companies or assets. The authorization will remain in force for a period of 5 years. Finally, to leave without effect, the authorization to acquire treasury stock granted to the Board of Directors by the General Shareholders' Meeting held on 23rd of June 2022, and for the remaining shares not acquired under such authorization. Any votes against or extensions? Since there is a sufficient majority of votes in favor, this resolution is approved in the terms proposed above. ninth delegation to the Board of Directors of the power to issue bonds, debentures and other fixed income securities and hybrid instruments, including preferred shares, in all cases, simple exchangeable and/or convertible into shares, warrants, promissory notes and preferred securities empowering the Board to exclude if applicable, the preemptive subscription rate pursuant to Article 51 of the Spanish Capital Companies Act, an authorization for the company to be able to secure the issuance of these securities made by its subsidiary companies. leaving without effect a new part of this delegation granted by the General Shareholders Meeting on June 23, 2022. Proposal to delegate on the Board of Directors, the power to issue negotiable securities these negotiable securities referred to in this delegation, maybe debentures, bonds, promissory notes or any other fixed income securities or similar debt instruments or hybrid instruments, including, amongst others, preferred shares, both simple and exchangeable for company shares or shares in any other company whether or not belonging to its group of companies and/or convertible into shares of the company and/or allocate their holders share in the corporate earnings. This delegation will remain in force for a period of 5 years and the total maximum nominal aggregate amount of the issuer issues of securities agreed pursuant to this allocation will be of EUR 7,500 million or it's equivalent in another currency. Under no circumstance may convertible and/or exchangeable debentures we issued for a figure lower than the nominal value. Likewise, in accordance with the provisions of Article 4.2 of Spanish Capital Companies Act debentures may not be converted into shares when the nominal value of the former is lowering that phenomenal value of the shares. I case warrant issues by analogy will be subject to the provisions of the Spanish Capital Companies Act comparable and/or exchangeable debentures. The delegation or issuance of convertible and/or exchangeable debentures and warrants of newly subscribed shares shall include the faculties to increase the capital in the necessary amount to meet the on the exercise of the warrants over newly issued shares. This power may only be exercised to the extent that the Board of Directors are in together the capital increase to meet the issuance of convertible debentures and bonds, the exercise of warrants and other capital increases may have agreed for to authorizations granted Paleo shareholders' meeting does not exceed in aggregate nominal amounts, the limit of of the company's share capital. The Board of Directors when issuing convertible and our exchangeable debentures of bonds warrants of the newly subscribed shares pursuant delegation. So the speed authorized to exclude the preemptive subscription right of shareholders when required by the corporate interest pursuant to the provisions of Article 11 of the Spanish Capital Companies Act. This authorization votes replaces and leaves without effect and the amount not used, the authorization granted to the Board of Directors for the same purpose by the General Shareholders Meeting in the meeting held on June 23, 2022. Any votes against or extensions since there is a sufficient majority of votes in favor, this resolution is approved in the terms proposed above. Tenth delegation from the Board of Directors of the power to increase the share capital authorizing the Board to exclude preemptive subscription rights pursuant to Articles 297 million point and 506 of the company -- of the Spanish Capital Companies Act, even without effect, the new part of the delegation granted by the General Shareholders Meeting on June 23, 2022 proposal. To delegate to the Board of Directors, the power to increase the share capital delegation may be exercised by the Board of Directors once for the full amount or by way of several partial and successive increases at any time within the period of 5 years, counting from the date of adoption of this resolution, the maximum nominal not which the share capital may be increased pursuant to this delegation will be first up to a maximum aggregate amount 50% of share capital in the moment of the authorization after the execution of the decrease of capital also agreed by [indiscernible] amount of 10% of the company's share capital resulting from the implementation of the capital decrease referred to under this Item 6 of the agenda of this general meeting in relation to the capital increase or those capital increases in which the Board of Directors resolved to exclude the preemptive subscription rights. The location will include in accordance with out, of course, 30 and 56 of the Spanish capital company up the power to totally or partially exclude the shareholders' preemptive subscription right when required in the corporate interest. This authorization revokes replaces and leave without effect, to the extent not used the authorization granted to the Board of Directors for the same purpose resolved by the General Shareholders' Meeting held on 23rd of June 2022. Any votes against or abstentions? Since there has been a sufficient majority of votes in favor, this resolution is approved. Lastly, Item 11 on the agenda dilation of powers to the Board of Directors with power of substitution for the fullest formalization interpretation, remedy and implementation of the resolutions adopted by the General Shareholders Meeting. The posal without prejudice to the powers given by the law and by the bylaws of the company to a great delegate as polio is required to any to the Secretary and the Vice Secretary acting individually. The implementation of each and every one of the resolutions adopted the General Shareholders Meeting with powers to interpret remedy and complete them for their conversion to public deed as well as applicable to achieve their filing with the commercial registry with the power to substitute this delegation as they may consider fifth. In favor of any other director or member of the company's management. Any votes against or abstentions? As there is a sufficient majority of votes in favor, this resolution is approved. Thank you very much. All resolutions are therefore approved. The minutes will state the detailed results of the voting and everything that has taken place today at the General Shareholders' Meeting. I'd like to point out that in accordance with Arteon of the Spanish company's registry regulations, the presence of the Notary Public has been required. That's actually a drop the minds of the mid-teens, which we can to the minutes of the meeting pursuant 103 of the Spanish companies registered regulations. This general shareholders' meeting now concludes. I thank you for your participation. I hereby declare the meeting to be adjourned. Good morning to you all.
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