Amadeus Global Travel Distribution, S.A. expert's repor… · Amadeus Global Travel Distribution, S.A. Independent Expert’s Report produced by ... In the event of Amadeus’ liquidation,

Amadeus Global Travel Distribution, S.A.

Independent Expert’s Report produced by Dresdner Kleinwort Wasserstein

1 April 2005

This document together with the annex letter to the independent expert’s report constitutes, in its English language version, a translation of the “Informe de Experto Independiente” and its annex letter, written in Spanish and dated 1 April 2005, which, in the event of any inconsistency, shall always prevail.

Table of Contents

Section Page I. Purpose and scope of our work 1 II. Generally accepted valuation methodologies 12 III. Criteria laid down under Royal Decree 1,197/1991 52 IV. Conclusions 62 Appendix I. Profit & Loss forecasts 63

I. Purpose and scope of our work

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Contents

1. Background

2. Purpose of our work

3. Scope

4. Valuation date

5. Available information

6. General limitations


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1. Background

� Amadeus Global Travel Distribution, S.A. (hereafter, “Amadeus” or “the Company” and, together with its subsidiaries “Amadeus Group” or

“the Group”) was established in July 1988, its corporate purpose being as follows:

� Data transfer from and / or through computerised booking systems, including offers quotes, bookings, fares, carrier tickets and/or

similar;

� Provision of any other services relating to the transport and tourism industry;

� Provision of IT and data processing, management and consultancy services relating to information systems;

� Provision of services relating to the supply and distribution of any type of product by computerised means, and the manufacture,

sale and distribution of software, hardware and all kinds of other equipment.

� For these purposes, the corporate purpose will also involve the establishment of Spanish or foreign subsidiaries, as well as setting these

subsidiaries’ goals, strategies and priorities; the coordination and definition of their financial targets; the control of their financial behaviour

and performance; and, in general, the management and control thereof.

� The capital stock of Amadeus consists of preferred shares of one cent of a euro (€0.01) of nominal value each, which make up Class A,

and ordinary shares of ten cents of a euro (€0.10) of nominal value each, which make up Class B. With regard to the basic shareholders’

rights:

� Each share grants its owner the title of stockholder, granting him/her the rights recognised by Corporate Law and those stated in

Amadeus’ by-laws. Each Class A share will provide the right to one (1) vote, while each Class B share will provide the right to ten

(10) votes.


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� With regard to economic rights, the Class A shares grant their holders greater economic rights than the Class B shares, as follows:

a) Regarding the right to share in Amadeus’ profits, the holders of Class B shares are eligible to receive a dividend equal to the

lesser of the following amounts: (i) 1% of the total dividends that the Company agrees to distribute, or (ii) 1% of the nominal

value of the Class B shares. The remainder of any dividend that Amadeus distributes will be received by the holders of Class A

shares.

b) In the event of Amadeus’ liquidation, the Amadeus’ net assets will be distributed in the following manner: (i) the nominal value of

the Class A shares will be reimbursed first; (ii) in the event that there is a remaining value, the nominal value of the Class B

shares will be reimbursed. Once the nominal value of both classes of shares has been reimbursed, (iii) the remaining portion of

value will be distributed among the holders of Class A shares.

� There are no by-law restrictions or restrictions of any other nature against the free transferability of Class A shares; therefore they are freely

transferable in accordance with the provisions of Corporate Law, the Securities Law and other regulations in force.

� There are also no by-law restrictions on the free transferability of Class B shares, although there are private agreements between the

shareholders holding these Class B shares, which limit and regulate their transferability.

� Currently, three airlines (hereafter, “reference shareholders”) hold significant stakes in Amadeus’ capital:

� Air France, S.A. (23.36% of Class A shares and 50.04% of Class B shares, representing 43.21% of Amadeus’ share capital and

voting rights);

� Iberia Líneas Aéreas de España, S.A. (18.28% of Class A shares and 39.14% of Class B shares, representing 33.80% of Amadeus’

share capital and voting rights);


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� Lufthansa Commercial Holding GmbH (5.05% of Class A shares and 10.82% of Class B shares, representing 9.34% of Amadeus’

share capital and voting rights).

� In the course of 2004, several financial investors held discussions with the reference shareholders with the aim of carrying out a potential

restructuring of the ownership of Amadeus, which would potentially lead to a Public Tender Offer for 100% of Amadeus’ share capital, by

one or several financial investors, possibly in conjunction with the reference shareholders, with the aim of subsequently delisting of

Amadeus.

� These discussions resulted in a formal process whereby the reference shareholders endeavoured to identify an investor or group of

financial investors as partners, in order to make a Public Tender Offer for Amadeus’ Class A shares.

� On 17 August 2004, the reference shareholders and Amadeus Group itself confirmed to the Spanish Securities and Exchange

Commission (hereafter the “CNMV”) that discussions with financial investors were taking place by publishing a significant event filing

(in Spanish “Hecho Relevante”) on that date;

� On 25 November 2004, it was announced that BC Partners Limited, the Carlyle Group (at the time also partnered with CVC Capital

Partners), Cinven Limited and Citicorp Venture Capital Limited were chosen to take part in a second round in the process;

� On 12 January 2005, Amadeus Group announced that it had been informed by the reference shareholders that BC Partners and

Cinven had submitted a proposal to launch, jointly with the reference shareholders, through an newly formed company, a Public

Tender Offer for the Class A shares at a price of 7.35 euros per share, with the aim of delisting Amadeus as soon as possible.

� As outlined in the “Hecho Relevante” filed by the Group on 12 January 2005, the consortium formed by BC Partners, Cinven and the

reference shareholders (hereafter “the Offeror”) aims to delist Amadeus thereafter (while this should not influence the decision of the CNMV

and provided that the Offer is successful).


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2. Purpose of our work

� Within the context of the potential transaction described above, the Board of Directors of Amadeus has asked Dresdner Kleinwort

Wasserstein (“DrKW”) to prepare an independent expert’s valuation report on the value of 100% of Amadeus’ Class A shares that includes

the assessment of the minimum criteria laid down under Section 7 of Royal Decree 1,197/1991, regarding the delisting of shares. This

regulation establishes that the price offered may be no less than the price derived by taking into account jointly and with substantiation of

their relative significance, at least the following criteria: theoretical book value, liquidation value, average share price over the previous six

months and price offered in any Public Tender Offers launched to acquire Amadeus in the previous year.

� In this context, the purpose of our work has been to determine the value of the Amadeus Group by applying generally accepted valuation

methodologies including Discounted Cash Flow (“DCF”), analysis of comparable listed companies and comparable transactions, as well as

also considering the criteria laid down under the aforementioned Royal Decree.

� In this respect, it should be noted that any valuation involves not only a set of objective parameters but also a number of more subjective

judgements. The valuation range derived from such an analysis is, consequently, only an estimate to be used as a reference point for the

various interested parties potentially involved in the proposed transaction.

3. Scope

� In order to determine the value of the Amadeus Group, DrKW has considered the Group to be made up of two separate entities, Amadeus

(excluding Opodo) and Opodo, to reflect the different business models and businesses’ relative maturities, as follows:

� Amadeus, including the recently acquired OPTIMS, Amadeus France and Sistemas Automatizados para Agencias de Viaje, S.A.

("SAVIA"), operating in the following business areas:

� Global Distribution Services (hereafter “GDS”), including indirect air distribution, leisure distribution, TSP distribution and

direct airline distribution


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� Technology solutions for airlines, such as Altea Sell, Altea Plan, Altea Fly and other technology services

� Other products and services, such as e-Travel, API, TOPS products, V.com, etc.

� Pan-European travel portal Opodo, in which the Group currently has a 74.02% holding following its recent increase in holding from

55.36% (see section II.2 for further details).

� DrKW has applied the following valuation methodologies for each Amadeus (excluding Opodo) and Opodo:

� Discounted Cash Flow analysis

� Valuation based on comparable listed companies

� Valuation based on comparable transactions

� Subsequently, DrKW has derived an implied valuation range for the Amadeus Group resulting from the sum of the separate valuations of

Amadeus and Opodo.

� Our work has essentially been carried out on the basis of published information, studies, analyses and reports regarding the GDS market

and the Amadeus Group, which we have been able to obtain from public sources, as well as additional financial information on the Group’s

various businesses as supplied by the Group’s management.

� Regarding information on the Group supplied to us or that we have obtained from public sources, we have not conducted independent

verification of that information, and have assumed the accuracy of the information supplied. We have obtained a letter from Amadeus

Group management whereby they confirm to us that, to the best of their knowledge, the Group has supplied us with the significant

information and that we have been informed of all significant facts or circumstances, known to the Group, that might materially affect

production and results of the Independent Expert’s Report. On this basis we believe we have received the information we believe is

required to produce the report.


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� As part of our scope of work, we have developed financial models to forecast the future business development of Amadeus and Opodo

based on the Group’s long-term plan included more current information supplied by Group management. These forecasts and the

assumptions they are based upon have been provided by or agreed with the Group management. Based on the information supplied by

Amadeus Group management and on the work we have done as outlined in this section, DrKW believes that the financial projections

present a reasonable picture in terms of future evolution of the company.

� Whether these financial projections are met is dependent on the continuing validity of the assumptions upon which they are based.

Forecasts, projections and estimates we have considered to produce this report are obviously subject to uncertainty, changes in

circumstances and unforeseen events that might cause the Group’s future development to be materially different from the situation they

present.

� This report is intended to be considered as an independent valuation that has been undertaken for the benefit of the Board of Directors of

Amadeus solely for the aforementioned purpose. This report grants no rights and does not constitute any advice or recommendation to

Amadeus, its Board of Directors, its shareholders, the Offeror, the Offeror’s shareholders or any other third parties regarding the position

they should take regarding the Offer or regarding the advisability of taking part in, or encouraging others to take part in, the Offer or in any

subsequent bid or transaction that could ensue.

4. Valuation date

� The reference date for the purposes of this valuation exercise is 1 January 2005. The latest unaudited financial statements supplied by

Amadeus Group management are for the period to 31 December 2004.

� According to Amadeus Group management, there have been no major events or occurrences after the date of valuation liable to have a

significant impact on our valuation and which have not been considered for the purposes of this report.


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5. Available information and applied procedures.

� The main assumptions used in preparing the financial forecasts of the various businesses have been confirmed with the Amadeus Group

management team, to whom DrKW has had access in a number of meetings in the context of our assignment.

� Basic public documentation used for valuation is as follows:

� Unaudited Group annual accounts for financial year 2004; audit report signature expected in the near future;

� Consolidated accounts for Amadeus and its subsidiaries and existing audited reports for financial years 2002 and 2003;

� Unaudited quarterly results for Q1, Q2 and Q3 2004;

� Report from International Air Transport Association (hereafter “IATA”), which includes a forecast of the number of air travellers for

the period 2003-2007;

� Other public information deemed relevant for the purposes of valuation regarding various business aspects, such as analysts’

reports, market studies, etc.

� In addition to public information, materials used for the valuation include the following documents made available to DrKW by Amadeus

Group:

� Long-term Amadeus Group business plan (2005-2007) approved by the Board;

� Amadeus Group presentation prepared by Group management within the context of the ownership restructuring process, which,

among other documents, includes a business plan for airline IT services (2005-2012);

� Vendor Due Diligence report produced by PriceWaterhouseCoopers within the context of the ownership restructuring process

("Vendor Due Diligence Report");


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� Reports containing information supplied by the Group to potential investors within the due diligence process;

� Group’s net adjusted financial debt as of 31 December 2004;

� Opodo’s unaudited financial statements as of 31 December 2004;

� Updated Opodo business plan produced by Amadeus Group (2004-2008);

� Commissions on TSP bookings for 2004-2007 period;

� Detailed report on SAVIA’s and Amadeus France’s costs for 2004-2008;

� Details of number of direct bookings (ATO/CTO) annually offset as a result of migration to Airline IT system for the period 2006-

2012;

� Current details of certain of the Group’s financial and operating data for 2004;

� Other information supplied by Amadeus Group.

� Financial projections are based on Amadeus Group estimated financial results derived from the Group’s long-term plan (2005-2007),

updated Opodo business plan (2004-2008), business plan for airline IT services (2005-2012) and additional more current information

supplied by the Company. In order to complete financial projections up to 2014, revenue and cost assumptions have either been supplied

by Amadeus Group or drawn up by DrKW, reviewed and approved by Group management. It should be noted that projections have been

adjusted to show the “pro-forma” impact of Amadeus France and SAVIA as if they had been acquired on 1 January 2005. Equally,

projections have been adjusted to final results for 2004. These projections and the assumptions supporting them have been supplied or

approved by Amadeus Group management.


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� Financial projections of the airline IT services business are based on the relevant business plan provided by Amadeus Group for the 2005-

2012 period.

� The reference date for the Discounted Cash Flow valuation is 1 January 2005. For the purposes of our work, we consider a “pro forma” net

financial debt as of 31 December 2004, adjusting for increased long-term debt derived from the acquisitions of SAVIA, Karavel and Quest,

as outlined in section II.3. These figures have been supplied by the Group.

� Financial projections for Opodo are based on an updated industrial plan supplied by the Group, and on extensive discussions conducted

with the Group’s management team. It should be noted that the Opodo business plan was updated as a result of the delay in the

acquisitions of Karavel and Quest, originally expected to be finalised before the end of 2004, but completed in 2005.

� The aforementioned business plan is based on an inorganic growth strategy including the acquisition of certain as yet unidentified

companies. For the purposes of our work, we have developed revised financial projections that exclude the impact of any as yet

unidentified acquisitions, due to their high uncertainty, whereby the only acquisitions considered are the two mentioned above (Karavel and

Quest).


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6. General limitations

� In producing our work, we have relied on public financial information and Group information supplied by Amadeus Group management.

� The scope of our work does not include any review and evaluation of the tax, legal, employment, accounting, environmental, operating or

other circumstances of the Group. Therefore, the risks, if any, stemming from such circumstances have not been taken into account in our

valuation.

� Our value estimates are based on generally accepted valuation methodologies. Though we believe our estimates are reasonable and

defensible on the basis of available information, we note that the valuation of businesses is not an exact science, but rather an exercise

based on experience and the use of assumptions, which involve a certain degree of subjectivity. Under these circumstances, we cannot

give any assurance that third parties will necessarily agree with our conclusions.

� This report has been prepared solely in relation to the purpose specified in Section I. As such, it may not be divulged or distributed without

the prior consent of DrKW, for any other purposes, to persons other than to the Directors and Managers of the Amadeus Group or their

advisors. We accept no liability to third parties for the use of this report for any other purpose than the one specified above. The only

exception to the foregoing is that this document may be supplied by the addressee to the CNMV for inclusion in the Prospectus of the

Public Tender Offer if the CNMV so requires. Additionally, the report may be used as an appendix to the investment agreement to be

signed by BC Partners Limited, Cinven Limited, the reference shareholders and the Group.

� In this respect, the projections used in our valuation have been prepared solely in relation to the purpose specified in Section I.

Consequently, we accept no liability to third parties for use of such projections for purposes other than the one specified above.

� The remaining sections in this report include a description of the basic assumptions used to arrive at the financial projections employed, as

well as the valuation methods and criteria used. This report does not include a comprehensive description of the business of the various

companies, as that has not been deemed necessary for the purpose of this piece of work.

II. Generally accepted valuation methodologies

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Contents

1. Amadeus (excluding Opodo) valuation

1.1. Discounted Cash Flow

1.2. Comparable quoted companies

1.3. Comparable transactions

1.4. Valuation conclusions on Amadeus (excluding Opodo)

2. Opodo valuation




2.4. Valuation conclusions on Opodo

3. Summary of valuation of Amadeus Group’s Implied Enterprise Value

4. Amadeus’ Class A share value


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� As noted in Section I.3, DrKW has performed a valuation of Amadeus Group considering Amadeus (excluding Opodo) and Opodo where

the Company has a 74.02% holding, as two independent entities. We believe that the differing business characteristics of Amadeus

(excluding Opodo) and Opodo, and the different risk and maturity profiles of their respective businesses call for the valuation of the Group

in parts. To this end we have applied generally accepted valuation methodologies including Discounted Cash Flows analysis and the

application of comparable quoted companies and comparable transaction multiples to value each of them.

1. Amadeus (excluding Opodo) valuation


� The Discounted Cash Flow (DCF) methodology uses the premise that the value of a business represents the value of the cash flows it will

generate in future years. As such it incorporates more completely all factors affecting the value of the business by valuing the company as if

it were an ongoing investment project. This argument becomes even more important in the specific case of Amadeus, as a result of the

Amadeus’ rapidly evolving and dynamic business model. The DCF methodology is therefore the valuation method that best reflects the

potential of a business to generate cash in the future.

� Application of the DCF methodology for valuation of Amadeus entailed the following stages:

� Estimate of the net cash flows Amadeus is expected to generate from 1 January 2005 to 31 December 2014 based on financial

projections. This estimate has been produced from financial projections supplied or approved by Amadeus Group management, as

outlined in section I (Purpose and scope of our work).

� Calculation of the discount rate, which is Amadeus’ Weighted Average Cost of Capital (WACC). This discount rate takes into account

both the cost of equity and the cost of debt, and is calculated by weighting them according to an estimate of Amadeus’ target capital

structure.


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� Application of the discount rate to the Free Cash Flows of the business through 2014 to arrive at the Net Present Value (“NPV”) of those

cash flows.

� Estimation of the terminal value of Amadeus, calculated as the NPV at the date of valuation of the Free Cash Flows that Amadeus will

generate from 2015 onwards in perpetuity. This has been calculated on the basis of the Free Cash Flow in 2014 to which a perpetuity

growth rate of between 2.00% and 3.00% has been applied.

Terminal value calculation

Terminal value = NPV [(FCF2014 x (1+g) ) / (discount rate - g)]

Note: NPV = net present value at valuation date FCF2014 = projected Free Cash Flow at 2014 g = perpetuity growth rate

Estimate of Discount Rate

� The discount rate applied to calculate current values at 1 January 2005 has been determined based on Weighted Average Cost of Capital

(WACC), whereby we have considered a financial structure with debt over total equity of 11.47%, equivalent to the current average financial

structure of the GDS sector, for which we have used as reference the current average financial structure of Amadeus (5.73%) and Sabre

(17.21%), which we believe is the sole comparable listed company (see section II.1.2 for further details on comparable companies).


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� The WACC used in the discounted cash flow analysis has been calculated as follows:

WACC calculation

WACC = Kd x (1-Tc) x (D/(D+E)) + Ke x (E/(D+E))

Note: Kd = Estimated pre-tax cost of debt Tc = Company tax rate D = Debt E = Equity Ke = Cost of equity

� The cost of debt before tax has been estimated at 4.19%, which corresponds to the risk free rate, assuming as such the 10 year

Spanish Sovereign Bond yield, estimated at 3.74% (source: Datastream, monthly average from 1 March 2005 to 31 March 2005), plus a

spread. Regarding the spread over the risk free rate which is applicable to Amadeus, in light of Amadeus’ strong balance sheet and

cash generation capabilities, DrKW has assessed recent corporate debt issues of between 8 and 10 years to maturity by A or BBB+

rated Spanish issuers. This provides an estimated spread over risk free rate for Amadeus of 45 basis points.

� The marginal tax rate has been estimated at 36% for both the forecast period and the calculation of the terminal value implying a 1%

spread in relation to the prevailing corporation tax rate in Spain (35%) due to the different tax rates applicable across Amadeus’

international markets.


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� The cost of equity has been estimated based on the Capital Asset Pricing Model (“CAPM”). This model calculates the cost of equity of a

company as the sum of the risk free rate and a company specific equity risk premium, that latter of which represents the risk of the

company in question compared to the market risk premium:

Calculation of cost of equity

Cost of equity = Rf + ββββ x (Rm-Rf)

Note: Rf = Risk-free rate Rm = Expected market equity risk premium

Leveraged β = Measure of observed volatility compared to the market

� We have used a 4% market equity risk premium based on DrKW Research’s current estimate for the Spanish market.

� The leveraged β has been calculated from the unleveraged β and the capital structure and estimated marginal tax rate during the

forecast period and for the terminal value. The unleveraged β, estimated at 1.56, is based on Amadeus’ observed β prior to the

publication of the Hecho Relevante of 17 August 2004 in which the Group informed the CNMV that several financial investors were in

discussions with the reference shareholders to carry out a potential shareholding restructuring, as the Amadeus’ β was significantly

affected by rumours of a Public Tender Offer. Our estimate of unleveraged β is based on average of coefficients obtained from

Bloomberg1 and Barra. By applying the target capital structure, we derive a leveraged β of 1.69, which we consider adequately reflects

Amadeus’ volatility.

� As a result of the calculations described above, the estimated WACC for Amadeus is 9.60%

1 Historic β from Bloomberg (“Bloomberg Raw beta”) for the period prior to the publication of the Hecho Relevante on 17 August 2004

(16/08/02-13/08/04)


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Financial projections

� As described in Section 1, we have developed a financial model reflecting the expected future development of the Amadeus business,

taking the Amadeus Group financial results derived from the Group long-term plan (2005-2007), business plan for airline IT services (2005-

2012) and additional more current information supplied by the Company as points of reference. In order to complete financial projections up

to 2014, revenue and cost assumptions have either been supplied by Amadeus Group or drawn up by DrKW, reviewed and approved by

Group management. It should be noted that projections have been adjusted to show the “pro-forma” impact of Amadeus France and SAVIA

as if they had been acquired on 1 January 2005. Equally, projections have been adjusted to final results for 2004. These projections and

the assumptions supporting them have been supplied or approved by Amadeus Group management.

� For the purpose of describing financial projections used to estimate future evolution of Amadeus, we distinguish between the GDS business

and other revenues (which, among other, include the airline IT services business).

Revenue

� The majority of the revenue from the GDS business of Amadeus is derived from flight booking commissions, which can be carried out either

through direct or indirect distribution.

� In the case of indirect distribution, an intermediary (travel agency or similar) uses the Computerised Reservation System (“CRS”) of

Amadeus.

� In the case of direct distribution, System User airlines generate income for Amadeus as a result of their use of Amadeus’ Altea Sell

system (in the event that airlines have also taken up Altea Plan and Altea Fly service contracts, revenue under these headings are

shown as revenue from airline IT services, grouped under other revenue to be detailed further on).

� Among other variables, booking distribution method (online vs. offline) affects variable costs linked to per booking commission collected by

Amadeus, thus we need to distinguish between the different distribution methods.


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� In addition to airline reservations, Amadeus also offers GDS services for booking cars, hotels, trains, cruises, tours and other similar

services.

� The gross revenues forecast for Amadeus in the GDS business for the 2005-2014 period are illustrated in the following table:

Gross revenues from the GDS business

Euro millions Real (1)

CAGR

TA air online booking fees (€m) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Total air bookings revenues 1,422 1,532 1,590 1,593 1,599 1,705 1,815 1,927 2,040 2,156 2,272 4.8%

Variation (%) N.A. 7.7% 3.8% 0.2% 0.4% 6.6% 6.5% 6.2% 5.9% 5.6% 5.4% N.A.

Total revenue from indirect bookings 1,075 1,157 1,228 1,270 1,341 1,421 1,501 1,582 1,664 1,744 1,824 5.4%

Direct bookings (ATO) 347 375 362 323 258 285 314 344 377 411 447 2.6%

Total non-air bookings revenues 89 99 109 120 133 147 162 177 192 207 221 9.6%

Variation (%) N.A. 11.9% 9.9% 10.0% 11.0% 10.5% 9.9% 9.2% 8.5% 7.8% 7.0% N.A.

Total 1,511 1,631 1,699 1,713 1,732 1,852 1,977 2,104 2,232 2,362 2,493 5.1%

Variation (%) N.A. 8.0% 4.2% 0.8% 1.1% 7.0% 6.7% 6.4% 6.1% 5.8% 5.5% N.A.

(1) Breakdown provided by Amadeus.

Forecast

� The basis for forecasting the gross revenues is the estimated growth of the gross price per booking, adjusted to reflect changes in booking

volumes by type and region.

� We have assumed an average annual growth in gross price per booking approximately in line with global inflation estimates over the

forecast period.

� Regarding airline booking volumes, our forecasts distinguish between the number of airline bookings by region, distribution type (direct

distribution vs. indirect distribution) and distribution channel (online vs. offline).


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� The projections regarding the number of airline bookings by region are based upon the growth estimates of the number of airline

passengers for the period 2004-2007 provided by IATA, one of the most highly regarded sources of information on the air transportation

industry. Thereafter we assume growth rates for the period from 2008 onwards, to trend towards a 3% annual growth rate in 2014 based on

discussions with Group management. The following table shows the growth rates in the number of airline passengers upon which the

projections are based:

Growth rate in number of airline passengers (%)

Total industry air bookings (% change y.o.y)2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Western Europe 5.6% 4.5% 4.2% 4.0% 3.8% 3.7% 3.5% 3.3% 3.2% 3.0%

CESE & MEA 10.3% 5.3% 5.7% 5.3% 4.9% 4.5% 4.2% 3.8% 3.4% 3.0%

North America 5.4% 4.7% 3.7% 3.6% 3.5% 3.4% 3.3% 3.2% 3.1% 3.0%

Latin America 5.6% 5.3% 4.2% 4.0% 3.9% 3.7% 3.5% 3.3% 3.2% 3.0%

Asia Pacific 6.2% 6.3% 6.8% 6.3% 5.7% 5.2% 4.6% 4.1% 3.5% 3.0%

Forecast


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� Regarding the type of distribution of airline bookings (direct / indirect distribution), the financial projections are based upon the following

estimates:

Indirect vs. direct distribution (air bookings)

Real (1)

% of total industry represented by Indirect bookings (%)2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Western Europe 59.0% 56.0% 53.8% 50.2% 50.2% 50.1% 50.1% 50.1% 50.1% 50.0% 50.0%

CESE & MEA 75.0% 72.7% 70.3% 66.5% 64.1% 61.8% 59.4% 57.1% 54.7% 52.4% 50.0%

North America 59.6% 56.5% 53.4% 50.2% 50.2% 50.1% 50.1% 50.1% 50.1% 50.0% 50.0%

Latin America 71.0% 69.9% 68.1% 66.1% 63.8% 61.5% 59.2% 56.9% 54.6% 52.3% 50.0%

Asia Pacific 66.7% 66.7% 65.0% 62.1% 60.4% 58.7% 56.9% 55.2% 53.5% 51.7% 50.0%

(1) Source: Amadeus

Forecast

� With regard to the online / offline distribution channel used, the financial projections are based upon the following estimates:

Offline vs. online distribution (airline passenger transportation)

Real (1)

Offline bookings as % of total bookings 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Western Europe 92.0% 90.0% 88.0% 86.0% 80.9% 75.7% 70.6% 65.4% 60.3% 55.1% 50.0%

CESE & MEA 98.0% 97.3% 96.7% 96.0% 90.1% 84.3% 78.4% 72.6% 66.7% 60.9% 55.0%

North America 77.0% 74.7% 72.3% 70.0% 67.1% 64.3% 61.4% 58.6% 55.7% 52.9% 50.0%

Latin America 97.0% 96.3% 95.7% 95.0% 89.3% 83.6% 77.9% 72.1% 66.4% 60.7% 55.0%

Asia Pacific 97.0% 95.0% 93.0% 91.0% 85.9% 80.7% 75.6% 70.4% 65.3% 60.1% 55.0%

(1) Source: Amadeus

Forecast


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� Regarding Amadeus’ market share, in 2005 projections assume around 56% market share in indirect distribution of airline bookings for

Western Europe, around 37% in CESE (Central, Eastern and Southeastern Europe), Middle East and Africa, approximately 9% market

share in North America, around 37% in Latin America and around 29% in Asia-Pacific region. Projections assume general growth in the

Company’s market share until to 2007 in the various regions in which it operates with the exception of North America, stabilising from 2008

onwards.

Other revenues

� All non-GDS business lines are included within other revenues. These include the different IT services Amadeus offers to airlines through

its Altea Sell (distribution services), Altea Plan (inventory control) and Altea Fly (departure control) products. The forecasts relating to this

business line are based upon projections developed by Amadeus for the 2005-2012 period, during which the migration of 18 airlines to

these services is anticipated. This translates into strong revenue growth (CAGR of 18.4% during the 2004-2014 period).

� In addition, Amadeus also generates revenues from issuing tickets, selling information systems, dynamic availability and interlink services,

online solutions and subscriber revenues coming from local National Marketing Companies (“NMCs”). These other revenues show a

moderate growth (CAGR of 3.3%) during the period 2004-2014.

Costs

� Regarding the variable costs linked to the GDS business, these can be categorised into three major groups:

� Distribution fees, paid both to National Marketing Companies (“NMCs”), not majority owned by the Group, and to airlines when

distribution involves direct ticket sales without travel agents involved. NMCs or local distribution companies bear the cost of servicing

travel agents in their markets, as well as costs linked to Group product sales, whereby compensation is paid on a fee per booking basis

in the relevant market. This distribution fee is also paid to the airlines themselves for selling tickets when they use the Amadeus system

at their offices or through online channels.


22

� Incentives paid to travel agents: it is very commonplace in the industry for the GDS to pay the travel agent, normally on a unit booking

basis, to incentivise them to use a specific GDS rather than others where the travel agent sees no differential value in the technology or

services of the various providers.

� Marketing and negotiation fund agreements with airlines: this applies to agreements with airlines where they support distributing

Amadeus in their key markets. It also includes reserved funds to compensate airlines that offer reduced fares on Amadeus’ screens,

normally only accessible through their own websites.

� Financial projections assume a significant increase in variable costs linked to GDS revenues as a result of three factors, essentially:

� Higher pressure on distribution fee levels paid by the Group, mainly as a result of the growing strength of online distribution as major

online operators have an increased bargaining power vis-à-vis GDS service providers compared to traditional travel agents, which are

much more dispersed.

� Higher demand for incentives from traditional travel agents for using the Group’s GDS systems. Group management believes that

higher demand for incentives essentially derives from growing pressure exerted by airlines on traditional travel agent fees, which are

therefore attempting to cover their falling margins at the expense of GDS service providers.

� Potential effects of the expected deregulation of the GDS sector in Europe, which would give airlines greater bargaining power to the

detriment of GDS service providers.

� Fixed costs, such as administration, communications, marketing and personnel have been projected in line with historical values, adjusted

for price and wage inflation, while also taking into account savings derived from the cost cutting program known as the Amazon project

considered in the Company’s long-term plan. Fixed costs also include those linked to airline IT services, which are rising considerably faster

than the other fixed costs as a result of the development of this business line, and the the fixed costs of Amadeus France and SAVIA that

Amadeus consolidates following the acquisition of those tow NMCs.


23

� The following table shows Amadeus’ revenue and EBITDA projections for 2005-2014 period:

Amadeus revenue and EBITDA projections

Million euros Real (1)


Total�gross�revenues 2,033 2,181 2,287 2,365 2,469 2,666 2,833 3,011 3,176 3,354 3,532

Variation� N.A 7.3% 4.9% 3.4% 4.4% 8.0% 6.3% 6.3% 5.5% 5.6% 5.3%

GDS 1,511 1,631 1,699 1,713 1,732 1,853 1,977 2,104 2,232 2,362 2,493

Otherrevenues 522 549 588 652 737 813 857 908 944 991 1,039

Totalvariablecosts (669) (735) (791) (811) (842) (960) (1,086) (1,215) (1,343) (1,465) (1,575)

Variation N.A. 9.9% 7.6% 2.6% 3.8% 14.0% 13.1% 11.9% 10.5% 9.1% 7.5%Variablecosts/totalgrossrevenues (32.9%) (33.7%) (34.6%) (34.3%) (34.1%) (36.0%) (38.3%) (40.4%) (42.3%) (43.7%) (44.6%)

Margin�after�variable�costs 1,364 1,446 1,496 1,553 1,627 1,706 1,748 1,796 1,833 1,889 1,958

Marginaftervariablecosts(%) 67.1% 66.3% 65.4% 65.7% 65.9% 64.0% 61.7% 59.6% 57.7% 56.3% 55.4%

Total fixed costs (excluding depreciation and amortisation) (794) (884) (876) (910) (979) (1,026) (1,109) (1,119) (1,164) (1,218) (1,274)

Variation N.A. 11.4% (0.9%) 3.8% 7.6% 4.8% 8.1% 0.9% 4.1% 4.6% 4.6%

EBITDA 570 562 620 643 648 680 639 677 669 671 683

EBITDA margin (%) 28.1% 25.8% 27.1% 27.2% 26.2% 25.5% 22.5% 22.5% 21.1% 20.0% 19.3%

(1) Source: Amadeus

Forecast

� In establishing working capital needs, a mean collection period of 69 days has been estimated and a mean payment period of 90 days, in

line with recent Amadeus financial years.


24

� Projections assume the following level of capital expenditure, in line with investment levels in recent financial years:

Amadeus’ capital expenditure forecast

Million euros

TA air online booking fees (€m) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Capital�expenditure 164 154 147 154 159 164 169 174 179 184

Forecast

� Effective tax rate is considered to be 36%, both for the projected period and for terminal value purposes, thus maintaining a 1% differential

in respect of current statutory Corporation Tax rate in Spain arising from the different tax regimes in force in the various markets in which

Amadeus operates. Note that based on information supplied by Group management, Amadeus (excluding Opodo) has accumulated 12.6

million euros of prepaid tax assets recognised on the balance sheet in addition to a 23.5 million euro tax loss carry forward not recognised

on the balance sheet.


25

� Based upon the base case scenario of financial projections, we have derived the following Free Cash Flows for Amadeus:

Break-down of Amadeus’ Free Cash Flows calculation

Million euros


EBITDA 562 620 643 648 680 639 677 669 671 683

Taxes (111) (138) (171) (177) (191) (181) (194) (189) (188) (182)

Capitalexpenditure (164) (154) (147) (154) (159) (164) (169) (174) (179) (184)

Changeinworkingcapital (18) (9) (1) 5 3 20 1 11 10 7

Free�cash-flow 267 320 323 322 334 314 315 317 313 324

Forecast

� Our implied Enterprise Value range for Amadeus (excluding Opodo) is derived from from examination of certain significant sensitivities

regarding volumes, profitability, discount rate and perpetuity growth rate. To determine the higher and lower level of the valuation range, we

have calculated a simple average of minimum and maximum values derived from each of the sensitivities. This method will be used in order

to avoid the disproportionate weighting of any individual sensitivity in determining the implied valuation range.


26

� The following table shows the sensitivities considered:

Sensitivity analysis Enterprise value(million euros)

Volumes

Air bookings growth rate (+1.0%) 3,459 - 4,210

Amadeus' market share, indirect distribution (+1.0%) 3,666 - 3,985

Travel agency bookings as % of total (+1.0%) 3,710 - 3,941

Offline bookings as % of total (+2.0%) 3,799 - 3,852

Margin assumptions

EBITDA margin (+0.5%) 3,706 - 3,945

WACC and perpetuity growth assumptions

WACC (+0.5%) (range from 9.10% to 10.10%) 3,582 - 4,105

Perpetuity growth rate (+0.5%) (range from 2.0% to 3.0%) 3,694 - 3,977

Average 3,659 - 4,002

Enterprise�Value�in�million�euros

3,000 3,500 4,000 4,500

Sensitivity analysis Enterprise value(million euros)

Volumes

Air bookings growth rate (+1.0%) 3,459 - 4,210

Amadeus' market share, indirect distribution (+1.0%) 3,666 - 3,985

Travel agency bookings as % of total (+1.0%) 3,710 - 3,941

Offline bookings as % of total (+2.0%) 3,799 - 3,852

Margin assumptions

EBITDA margin (+0.5%) 3,706 - 3,945

WACC and perpetuity growth assumptions

WACC (+0.5%) (range from 9.10% to 10.10%) 3,582 - 4,105

Perpetuity growth rate (+0.5%) (range from 2.0% to 3.0%) 3,694 - 3,977

Average 3,659 - 4,002


3,000 3,500 4,000 4,500

� Based on the above we have established an implied Enterprise Value range for Amadeus, (excluding Opodo), using the DCF methodology

outlined above, of 3,659 million euros to 4,002 million euros.


27


� Comparable quoted companies multiples analysis involves estimating the value of a company using multiples derived from headline profit

and loss figures such as sales, EBITDA and EBIT of comparable listed companies. Application of those multiples to the financials of the

company being valued produces certain valuation ranges.

� Consequently, identifying comparable listed companies to the company being valued, both in business and financial terms, is highly

important.

� Amadeus is primarily a GDS provider, supplying information on prices and availability of fares as well as the ability to make bookings for air

transportation and other services to both traditional and online travel agents. Over 50% of Amadeus’ revenues in 2004 derived from this line

of business.

� Currently there are four competitors operating in the GDS industry: Amadeus, Sabre, Galileo and Worldspan, whereby Sabre and

Amadeus, are the only ones listed.

� Sabre is listed on the Nasdaq exchange.

� Galileo is a subsidiary of Cendant, a conglomerate with companies operating in the property and travel industries.

� Worldspan is a private company owned by Citigroup Venture Capital and Teacher’s Private Equity through their investment vehicle

Travel Transaction Processing Company.

� However, Sabre, in addition to providing a large number of supplementary travel services comparable to those of Amadeus, also sells

airline tickets on both a retail and wholesale basis through its Travelocity business.

� Consequently, a significant share of Sabre’s business, accounting for c. 22% of its 2004 revenues, is not comparable to Amadeus

(although, these activities in principle could be comparable to Opodo).


28

� Under the valuation method using comparable listed companies described above, we have considered the following to be the most suitable

multiples:

Multiples considered

Multiple Reference financial years

EV/Sales 2004, 2005, 2006

EV/EBITDA 2004, 2005, 2006

EV/EBITA 2004, 2005, 2006

� Enterprise value = Market capitalisation + financial debt net of cash and cash equivalents + minority interests

� EBITDA = Earnings Before Interest, Tax, Depreciation and Amortisation

� EBITA = Earnings Before Interest, Tax and Amortisation

� As already noted, within the limited peer group of GDS providers, the only listed comparator is Sabre.


29

� The implied values obtained for Amadeus by applying Sabre’s trading multiples to Amadeus’ financials are shown below.

EV/Sales EV/ EBITDA EV/ EBITA 2004P 2005E 2006E 2004P 2005E 2006E 2004P 2005E 2006E

Sabre's multiples 1.28x 1.18x 1.15x 7.1x 6.7x 6.5x 8.6x 8.5x 8.0x

Amadeus' financials (million euros) 2,052.2 2,180.6 2,286.8 595.7 561.8 619.8 467.8 434.6 469.0

Amadeus' implicit enterprise value (million euros) 2,637.0 2,581.0 2,638.7 4,221.2 3,761.6 4,046.8 4,045.5 3,676.0 3,772.4

(2 ) Market data as of 31st March 2005 (source: Datastream).

adjustments (19.5 and 25.5 million euros in sales and EBITDA in 2004, respectively) and are based on information supplied by Group management. 2005 and 2006 financials are derived from financial projections.

Note: (1 ) Amadeus' financials do not include Opodo's. 2004 financials are actual proforma financials that incorporate the Savia and Amadeus France consolidation

� We have selected the EV/EBITDA and EV/EBITA multiples as the most relevant to determine a valuation range for Amadeus, in order to

reflect Amadeus’ higher profitability compared to Sabre.

� Additionally we applied 2004 and 2005 multiples for their greater certainty and significance compared to 2006 multiples.

� Application of these multiples to Amadeus’ financials for years 2004 and 2005 derives an implied Enterprise Value range for Amadeus

of 3,676 to 4,221 million euros.

� We have considered the comparable quoted company method merely for reference purposes bearing in mind the significant restrictions

essentially derived from the small number of comparable companies (in this case only one) and their limited comparability.


30


� Valuations using comparable transactions involve applying multiples derived from completed transactions for which there is adequate

information.

� Through the implicit equity value and enterprise value paid for the acquired company in each case, it is possible to calculate multiples such

as EV/Sales, EV/EBITDA and EV/EBIT, which when applied to financials of the company being valued, result in certain implied valuation

ranges.

� Subject to several factors, including among others, similarity of the company used as benchmark, date of acquisition or factors such as

premium paid to carry out any given transaction, the resulting multiples can be used to support other valuation methodologies and estimate

whether the implied valuation is in line with the price paid in similar precedent transactions.

� Because the majority of Amadeus’ revenues are derived from the business of providing distribution services to the travel industry, we

believe that, given the particular characteristics of this industry, only acquisitions of GDS companies can be deemed relevant for the

purposes of carrying out this analysis.

� Consequently, we have selected the following transactions:

� Worldspan’s acquisition by TTPC in March 2003.

� Galileo’s acquisition by Cendant in October 2001. It should be noted that this transaction is based on the closing price of Cendant

shares on the date of completion of the transaction, which took place after the 9/11 terrorist attacks in the United States.

� Apollo’s acquisition by Galileo in 1998, the last transaction previous to the ones mentioned above in the GDS industry, has not been

considered in our analysis because the transaction occurred a long time ago.


31

� The following table shows the net sales, EBITDA and EBIT multiples implied by the aforementioned comparable transactions and the

estimated values for Amadeus obtained by applying the average of these multiples to headline figures of Amadeus:

(Figures in million euros)

Announce- ment date Acquired company

% acquired

Implicit value of the shareholders' equity

Enterprise Value EV/ Sales

EV/ EBITDA EV/ EBIT

04/03/2003 TTPC/ Worldspan 100% 726.8 764.3 0.90x 4.3x 7.4x 01/10/2001 Cendant/ Galileo 100% 1,978.0 2,722.9 1.53x 4.3x 6.8x

Media 1.22x 4.3x 7.1x

Amadeus' 2004 financials (excluding Opodo) (1) 2,052.2 595.7 391.1

Amadeus' enterprise value 2,503.0 2,563.6 2,771.8

the SAVIA and Amadeus France consolidation adjustments (19.5 and 25.5 million euro in sales and EBITDA in 2004, respectively) and are based on information supplied by Group management.

(2 ) Source: Datastream, company data, Factiva.

Notes: (1 ) Amadeus' financials do not include Opodo's. 2004 financials are actual pro-forma financials that incorporate

� We have considered EV/EBITDA and EV/EBIT as the more relevant multiples as they are more consistent than EV/Sales.

� By applying the multiples to Amadeus’ 2004 financials, we derive an implied Enterprise Value range of 2,564 to 2,772 million euros for

Amadeus.

� For the purposes of our work, we have considered the comparable transaction method merely for reference purposes bearing in mind

the significant limitations of this method due to the different financial and competitive situations of both Galileo and Worldspan in

comparison with Amadeus and the limited comparability of the acquisition of Galileo because it was so close to the 9/11 terrorist attacks

in the US.


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1.4. Valuation conclusions on Amadeus (excluding Opodo)

� The following table summarises the different implied valuation ranges for Amadeus (excluding Opodo) calculated through the application of

the different valuation methods being considered:

Enterprise Value in million euros

2,000 2,500 3,000 3,500 4,000 4,500

Valuation methodology Enterprise Value(million euros)

Discounted cash-flow 3,659 - 4,002

Comparable trading multiples 3,676 - 4,221

Comparable transactions multiples 2,564 - 2,772


2,000 2,500 3,000 3,500 4,000 4,500




Comparable transactions multiples 2,564 - 2,772

� Bearing in mind the limitations of multiples of comparable quoted companies and multiples of comparable transactions outlined in sections

1.2 and 1.3, respectively, we have based our valuation on the results of the DCF method, because we consider it is the one that best

reflects Amadeus’ value, thus establishing an Enterprise Value range for Amadeus (excluding Opodo) of 3,659 million euros to 4,002 million

euros.


33

2. Opodo Valuation

� In reference to the Opodo valuation that is undertaken in this section, it is important to highlight that the business model of this company is

very different from that of Amadeus. While Amadeus is a supplier of technology products and services to travel agencies, airlines and

corporations, Opodo sells travel services to retail and merchant customers. Furthermore, Opodo is managed independently from the rest of

Amadeus, and has not yet generated profits in a consistent manner.

� We have therefore valued Opodo independently from the rest of Amadeus, using the discounted cash flow analysis, analysis of comparable

quoted companies and comparable transactions valuation methodologies.

� Regarding the Group’s holding in Opodo, following the acquisition of 55.36% of Opodo in 2004 by subscribing a 62 million euros capital

increase (using as basis a pre-investment valuation of Opodo of 50 million euros) with the subsequent dilution of other shareholders, the

Group has gradually increased its holding in Opodo, to a current level of 74.02%. To achieve its current holding, the Group has made a

cash contribution to Opodo’s equity of 64.1 million euros to fund Opodo’s acquisition of Quest, Karavel and eViaggi.com by paying 60, 1.69

million and 2.43 million euros in cash, respectively. In addition, the Group made a non-cash contribution of 100% of its “e-Commerce”

subsidiary for the Scandinavian market, Travellink AB, valued at 16.3 million euros.

� At the date of this report, Amadeus controls 74.02% of Opodo following a total investment of 142.4 million euros. Additionally, Amadeus has

lent Opodo 52.8 million euros.


34

� For the purposes of our work, we could derive the valuation of Opodo by extrapolating recent share capital increases subscribed by

Amadeus is not representative, as they have taken place within the framework of the shareholder agreement between Amadeus and the

other shareholders of Opodo (Air France, British Airways, Lufthansa, Alitalia, Iberia, KLM, Finnair, Aer Lingus and Austrian Airlines) signed

at the date when Amadeus became a shareholder in Opodo, under which the following commitments were agreed:

� The Group agrees to finance Opodo until it produces operating profit, as per the business plan developed by Opodo, which entails a

commitment by the Group to contribute 62 million euros into Opodo (already contributed). Based on a valuation of the company of 50

million euros, by contributing the 62 million euros the Group can become a shareholder in Opodo with a 55.36% holding.

� Opodo’s airline shareholders agreed that the Group could increase its holding to no more than 85%. For the purposes of future dilution

of Opodo’s other shareholders down to an aggregate limit of 15%, it was agreed to use the valuation basis also used for the Group’s

initial investment in Opodo, i.e. 50 million euros. To reach the maximum holding, the Group has the option to subscribe to share capital

increases up to a maximum 283 million euros, of which 142.4 million euros have already been invested.

� The following table shows details of the Group’s holding in Opodo:

Value of Opodo for dilution purposes

Contribution of Amadeus Group

Value of Opodo for dilution purposes

(post-contribution)

Amadeus Group shareholding

(Eur m)

Amadeus Group shareholding (%)

Starting point (prior to initial contribution) 50.0 0 50.0 0 0%

Initial contribution (62 million euros) 50.0 62.0 112.0 62.0 55.36%

Cash contribution (financing Karavel, Quest, eViaggi) 112.0 64.1 176.1 126.1 71.61%

Non-cash contribution (Travellink) 176.1 16.3 192.4 142.4 74.02%

Maximum remaining contribution 192.4 140.9 333.3 (1) 283.3 85.00%

Source: Amadeus

Note (1) Opodo's value in terms of dilution post-contribution assumes that the Group makes an additional contribution for the maximum outstanding amount (140.9 million euros). We have not considered this in our valuation due to the uncertainty of as yet unidentified Opodo acquisitions, and therefore the need for additional capital contributions.

� It should be noted that Opodo financials have only contributed to the Group’s results in the second half of 2004.


35

2.1. Discounted cash flow

The discounted cash flow methodology applied for the valuation of Opodo includes the same phases, procedures and calculations as those

described in Section II.1.1 of this report.

Estimate of Free Cash Flows and the terminal value

� As in the case of the Amadeus valuation, the estimate of Opodo’s Free Cash Flows for the period from 1 January 2005 to 31 December

2014 has been performed on the basis of financial projections provided by or agreed with the Amadeus Group management, as described

below in the section on Financial Projections.

� Likewise, the terminal value of the Opodo has been calculated based upon a normalised cash flow figure, which is based on Free Cash

Flow in 2014 and assuming a perpetuity growth rate of between 2.5% and 3.5%, using the formula outlined in section II.1.1. We consider it

is appropriate to apply a higher perpetuity growth rate for Opodo than the rate used for the valuation of Amadeus excluding Opodo due to

Opodo’s higher growth expectations.

Estimate of the discount rate

� In the same manner as with the valuation of Amadeus described in Section II.1.1. of this report, the discount rate applied for calculating the

present values at 1 January 2005 has been determined according to Opodo’s estimated weighted average cost of capital (WACC). In the

case of Opodo, Group management has considered a different capital structure not involving debt financing, as its business is still in a state

of relative immaturity, offering a high growth perspective but also at a high risk, and the Group management therefore expects Opodo to be

completely financed with equity. Note that Amadeus has lent Opodo 52.8 million euros, which Group management plans to settle by

Opodo’s future cash flow generation. The value of the tax shield this loan will provide is not material in the context of the valuation of

Opodo. Group management considers that funding needs arising from Opodo’s losses until break-even will be funded by means of

successive capital increases subscribed by the Group as outlined above. DrKW considers that such funding of Opodo’s needs will have no

net impact on the Group’s valuation.


36

� The attached table summarises the main assumptions used to calculate Opodo’s cost of equity and, given the defined target financial

structure, the WACC used in discounting the Free Cash Flows.

WACC assumptions

Beta coefficient, unleveraged, BU 2.03

Debt to total capital 0.0%

Equity to total capital 100.0%

Beta coefficient, leveraged, BL 2.03

Risk free rate, Rf 4.80%

Market premium 4.50%

Cost of equity, Ke 13.96%

WACC 13.96%

� Given that Opodo is a UK-based company, we have applied the risk-free rate for the United Kingdom, estimated at 4.80% and based upon

the yield on the 10-year Sovereign Bond of the Government of the United Kingdom (source: Datastream, monthly average from 1 March

2005 to 31 December 2005).

� In the same manner, a risk premium of 4.50% has been applied based on the current DrKW Research estimates for the UK market.


37

� The leveraged β has been calculated from the average of coefficients obtained from Barra and Bloomberg2. Given the assumed debt free

capital structure of Opodo, the average unlevered β coefficient is equal to the average levered β coefficient (i.e. 2.03). We have used an

average of the Barra and Bloomberg β coefficients. This has been calculated based upon the β coefficients of online travel service

companies comparable to Opodo, namely IAC/InterActiveCorp, lastminute.com and Priceline.com. We believe the leveraged β coefficient of

2.03 adequately reflects the volatility of Opodo in terms of calculating the discount rate.

� As a result of the assumptions described above and the detailed workings described in Section II.1.1. of this report, we have estimated a

WACC of 13.96% for Opodo, which as a whole we believe is suitable for a company of Opodo's profile. We feel it is advisable to maintain

the same discount rate throughout the projection period and in the terminal value calculation bearing in mind the significant uncertainty on

Opodo’s future viability. In this context we should point out that the low commission level of the Opodo business, along with heavy

investments in technology and high marketing costs on line selling requires, have prevented Opodo from being financially profitable up to

the date of writing this report (Opodo showed gross operating losses of 89, 66 and 50 million euros in 2002, 2003 and 2004, respectively).

Group management believe, given its volume-based business model, Opodo will only become profitable if it grows to sufficient scale,

whereby its survival will be subject to its positioning among the top three online travel companies, as is the case in the US market, where

three companies (Expedia, Travelocity and Orbitz) control almost 70% of the market. Opodo's current lack of a leading market position

means that its future survival cannot be assumed.

Financial projections

� The financial projections for Opodo are based upon an Updated Industrial Plan of Opodo for the 2004-2008 period, provided by Amadeus

Group management. In order to complete financial projections up to 2014, revenue and cost assumptions have been drawn up by DrKW,

and reviewed and approved by Group management. This Industrial Plan differs from the one included in Opodo’s long-term plan, as a result

of the delay in the acquisitions of Karavel and Quest, originally expected to be finalised before the end of 2004, but finally completed in

2005.


38

� In the same manner, the Updated Industrial Plan for Opodo includes the effect of a number of as yet unidentified acquisitions, resulting in

significant inorganic growth for Opodo.

� For the purposes of our analysis, we have developed some adjusted projections that remove the effect of the as yet unidentified

acquisitions, based upon the information provided by Amadeus, with the exception of the acquisitions already identified by Opodo

(Karavel and Quest).

� The income and EBITDA projections of Opodo used for the 2005-2014 period are summarised in the following table:

Financial forecasts for Opodo

Million euros


Total�gross�revenues 446 935 1,256 1,552 1,803 2,057 2,302 2,526 2,716 2,859 2,945

Net�revenues 41 89 133 175 205 233 261 287 308 324 334

%ofgrossrevenues 9.3% 9.5% 10.6% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3%

Operating expenses (90) (149) (149) (158) (168) (179) (189) (199) (208) (216) (222)

EBITDA (49) (60) (17) 17 37 55 72 87 100 109 112

EBITDA margin over gross revenues (10.9%) (6.4%) (1.3%) 1.1% 2.1% 2.7% 3.1% 3.5% 3.7% 3.8% 3.8%

EBITDA margin over net revenues (117.9%) (67.3%) (12.5%) 9.8% 18.1% 23.4% 27.5% 30.5% 32.5% 33.5% 33.5%

(1) Data as of 31st December 2004, unaudited.

ForecastReal (1)

� These financial projections assume the gradual stabilisation of gross revenue growth rates over the forecast period until Opodo achieves a

sustainable growth rate of 3% in 2014. Similarly, the projections assume net revenues are held at 11.3% of gross revenues from 2009

onwards, which is consistent with Amadeus’ estimates for 2008, the last year of the Updated Industrial Plan.

� With regard to costs, the projections assume the stabilisation of direct costs for Opodo to c. 3.6% of gross revenues from 2007, in

consistency with the last year of the Updated Industrial Plan, following an initial period of higher direct costs. Projections assume indirect

and central costs growth rates to be in line with the inflation from 2009 onwards.


39

� A marginal tax rate of 30% has been assumed, in line with the UK corporate tax rate. Please note that based on data supplied by Group

management, Opodo has accumulated a 204.2 million euros tax loss carry forward as of 31 December 2004, whereby financial projections

assume Opodo will not start paying corporation tax until 2012. Group management has confirmed there are currently no tax deductions to

be offset.

� In determining working capital needs, we have estimated an average collection period of 30 days and an average payment period of 35

days, based on future average collection and payment periods. This is an estimate by DrKW and has been reviewed and approved by

Group management. It has not been possible to use historical data due to Opodo’s financial and operating immaturity.

� Projections assume the following capital expenditure (primarily comprising software costs) schedule:

Capital expenditure forecast

Million euros


Capital�expenditure 10 10 10 10 10 10 11 11 11 12

Forecast

� Thus, from the base case scenario of financial projections, Free Cash Flow forecast for Opodo is as follows:

Breakdown of Opodo’s Free Cash Flow calculation

Million euros


EBITDA (60) (17) 17 37 55 72 87 100 109 112

Taxes 0 0 0 0 0 0 0 (2) (29) (30)

Capital expenditure (10) (10) (10) (10) (10) (10) (11) (11) (11) (12)

Change in working capital 5 (4) (3) (2) (1) (1) (1) (1) (1) 0

Free cash flow (65) (30) 5 26 43 60 76 86 68 70

Forecast


40

� Our Enterprise Value range for Opodo is derived from the analysis of certain significant sensitivities regarding volumes, profitability,

discount rates and perpetuity growth rate. To determine the upper and lower parameters of the implied valuation range, we have calculated

a simple average of minimum and maximum values derived from each of the sensitivities. This method will be used to avoid the

disproportional weighting of any individual sensitivity in determining the implied valuation range.

� The following table shows the sensitivities considered:

Sensitivity analysis Enterprise Value(million euros)

Margin assumptions

EBITDA Margin (+0.5%) 260 - 274

WACC and perpetuity growth rate assumptions

WACC (+0.5%) (range from 13.46% to 14.46%) 247 - 289

Perpetuity growth rate (+0.5%) (range from 2.5% to 3.5%) 258 - 276

Average 255 - 280


150 200 250 300 350

Sensitivity analysis Enterprise Value(million euros)

Margin assumptions

EBITDA Margin (+0.5%) 260 - 274

WACC and perpetuity growth rate assumptions

WACC (+0.5%) (range from 13.46% to 14.46%) 247 - 289

Perpetuity growth rate (+0.5%) (range from 2.5% to 3.5%) 258 - 276

Average 255 - 280


150 200 250 300 350

� Based on the above we have calculated an implied Enterprise Value range for Opodo using the DCF methodology outlined above of 255 to

280 million euros.


41


� Regarding the comparable trading multiples approach, and following the same methodology described in Section II.1.2, DrKW has selected

IAC/InterActiveCorp, Lastminute.com and Priceline.com as comparable companies to Opodo in the online travel services sector.

� As Opodo is not expected to achieve positive EBITDA (without further acquisitions) until 2006, an EV/Sales based approach is the only one

we have been able to consider.

� As there is significant variation in commission margin arrangements across the three companies considered, a valuation based on gross

sales (Total Transaction Value or TTV) would not be meaningful.

� Estimated enterprise values for Opodo derived through the application of comparable quoted companies’ trading multiples to Opodo’s

financials for the years 2004, 2005 and 2006 are detailed below:

Comparable companies (figures in million euros)

2004 2005E 2006E 2004 2005E 2006E 2004 2005E 2006E 2004 2005E 2006E

IAC - - - 1.94x 1.78x 1.63x 11.8x 9.8x 8.4x 51.3x 19.1x 14.7x

lastminute.com 0.39x 0.30x 0.26x 2.31x 1.80x 1.60x 14.8x 8.7x 6.6x n.a. n.a. n.a.

Priceline.com 0.52x 0.42x 0.38x 5.07x 4.04x 4.01x 22.9x 17.3x 14.7x 33.1x 20.8x 16.8x

Mean 0.46x 0.36x 0.32x 3.11x 2.54x 2.41x 16.50x 11.93x 9.90x 42.20x 19.95x 15.75x

Median 0.46x 0.36x 0.32x 2.31x 1.80x 1.63x 14.80x 9.80x 8.40x 42.20x 19.95x 15.75x

Opodo's 2004 financials 446.3 934.7 1,255.9 41.3 89.2 132.6 (48.8) (60.0) (16.6) (50.1) (70.1) (26.5)

Enterprise value (mean basis) 204.6 334.3 401.2 128.5 226.5 319.7 n.a. n.a. n.a. n.a. n.a. n.a.

Enterprise value (median basis) 204.6 334.3 401.2 95.6 161.4 216.1 n.a. n.a. n.a. n.a. n.a. n.a.

Notes: (1) Opodo's 2004 financials are actual and are based on information provided by Group management.

(2) Market data as of 31st March 2005 (Source: Datastream).

EV / TTV EV / net sales EV / EBITDA EV / EBIT

� In view of the implicit risk in Opodo’s business plan, we have not considered the EV/Sales multiple for 2006 to determine the implied

valuation range. We have not considered the EV/Sales multiple for 2004 because of the immaturity of the Opodo business in that year.


42

� From applying the 2005 EV/Sales multiples to estimated net sales of Opodo for the year, we derive an implied Enterprise Value for Opodo

of 226 million euros.

� We have considered the comparable quoted company method purely for reference purposes due to two significant constraints: (1) the

limited number of comparators; (2) the comparative immaturity of Opodo’s business.


43


� Recently there has been a large number of transactions involving online travel service companies supplying significant information on gross

sales multiples (TTVs) and net sales.

� The fact that Opodo is currently making a loss on operational and net profit levels it would not be meaningful to apply multiples based on

operating and net profitability metrics to Opodo’s financials.

� There is a significant variation in commission margins among the various acquired companies as a result of the different business

models, the different levels of financial maturity and the different territories in which they operate. As a result of these differences,

valuation based on gross sales is not meaningful.


44

� The table below shows the multiples derived from the analysis of acquisitions of companies comparable to Opodo. These multiples are

then applied to Opodo’s estimated 2004 financials to calculate an implied valuation range.

(million euros)

Announcement Stake Implied Implied

date Acquiror/ Target acquired equity value EV EV/ TTV EV/ Net Sales EV/ EBITDA EV/ EBIT

16/12/04 Cendant/ Gullivers 100.00% 820.8 778.7 - 2.24x 55.0x 65.1x

02/12/04 Cendant / ebookers 100.00% 298.2 243.3 0.33x 2.54x 75.1x n.a

29/09/04 Cendant / Orbitz 100.00% 1,027.1 914.0 0.32x 4.60x n.a n.a

21/09/04 Priceline.com / Active Hotels 100.00% 131.6 144.9 1.11x 8.06x - -

30/06/04 lastminute.com / lastminute.de 100.00% 46.7 46.7 0.95x 5.92x - -

03/03/04 lastminute.com / Online Travel Corp 100.00% 81.5 78.5 0.50x 4.45x n.a n.a

22/09/03 IAC / Hotwire 100.00% 613.5 613.5 0.98x 6.25x - -

19/03/03 USA Interactive (IAC) / Expedia 41.00% 7,909.0 7,393.3 - 13.78x 51.9x 69.6x

22/07/02 lastminute.com / Travelprice.com 100.00% 50.0 50.0 0.74x 7.81x n.a -

16/07/01 USA Interactive (IAC) / Expedia 64.60% 2,446.9 2,176.5 - 8.30x n.a n.a

13/08/01 Cendant / Cheap Tickets 100.00% 482.8 317.2 - 2.84x 20.7x 26.3x

Mean 0.70x 6.07x 50.7x 53.7x

Median 0.74x 5.92x 53.5x 65.1x

Opodo 2004 financials (million euros) 446.3 41.3 (48.8) (50.1)

Implied enterprise value (mean basis) 314.6 251.0 n.a. n.a.

Implied enterprise value (median basis) 331.3 244.8 n.a. n.a.

Notes: (1) Opodo's 2004 financials are actual and based on information provided by Group management.

(2) Source: Datastream, company data, Factiva.

� From applying the EV/Sales multiple to Opodo’s net sales for 2004, we derive an implied Enterprise Value for Opodo of 251 million euros.

� For the purposes of our work, we have considered the comparable transaction method purely for reference purposes taking into account

the constraints imposed due to Opodo’s operational performance and the inconsistent comparability of the transactions analysed (due to

differing business models and transaction conditions).


45

2.4. Valuation conclusions on Opodo

� Given Opodo’s financial performance, the valuation methodologies produce very different results.

� We have based our valuation on the results derived from the DCF method as we believe it best reflects Opodo’s value for the reasons

specified in section II.1.1 and due to the limitations of comparable trading multiples and comparable transaction multiples outlined above,

thus establishing an implied Enterprise Value range for Opodo of 255 to 280 million euros.


100 150 200 250 300

Valuation methodology Enterprise Value (million euros)

Discounted cash-flow 255 - 280

Comparable trading multiples 226

Comparable transaction multiples 251


100 150 200 250 300

Valuation methodology Enterprise Value (million euros)

Discounted cash flow 255 - 280

Comparable trading multiples 226

Comparable transaction multiples 251


46

3. Summary of Amadeus Group Implied Enterprise Value valuation

� From the sum of the individual valuations of Amadeus (excluding Opodo) and 100% of Opodo (without adjusting minorities) for each of the

applied valuation methods, we derive the following implied Enterprise Value ranges for the Group:




Comparable transaction multiples 2,815 - 3,023

Enterprise Value million euros

1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000




Comparable transaction multiples 2,815 - 3,023

Enterprise Value million euros

1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000

� For the reasons outlined in section II.1.1, we believe the DCF analysis best reflects the value of the Amadeus Group. This derives an

implied Enterprise Value range for the Group of 3,914 to 4,282 million euros.


47

4. Value of Amadeus Class A shares

� In summary, the following chart illustrates the process of determining the value of Amadeus’ Class A shares.

WACCEnterprise

value

Equity

valueFree Cash Flows Cash / debt

Discount rate Plus / minus ==

position

Net

WACCEnterprise

value

Equity

valueFree Cash Flows Cash / debt

Discount rate Plus / minus ==

position

Net


48

� Regarding Amadeus Group’s net financial debt, our work is based on debt levels as of 31 December 2004, adjusted by the impact of the

recent acquisitions, the effect of which has been considered in the financial projections. Group management supplied the following

information on Amadeus’ net debt position:

(thousand euros) (1)

Short term financial debt 8,562

Short term leasing obligations 9,996

Long term financial debt 2,538

Long term leasing obligations 96,003

Cash and cash equivalents 104,669

Net financial debt as of 31/12/2004 12,430

Adjustments

Long term debt derived from the acquisition of SAVIA 82,300

Long term debt derived from the acquisition of Karavel and Quest 61,690

Adjusted net financial debt 156,420

(1) Financials under IFRS principles in order to reflect more accurately current

debt levels


49

� The following table details the calculation of value per Class A share of Amadeus, based on the valuation range for the Group derived from

our DCF analysis.

Million euros (except as noted)

Enterprise value 3,914.4 4,281.8

Less: adjusted net debt (under IFRS) (156.4) (156.4)

Equity value 3,758.0 4,125.4

Less: minority interest in Opodo (25.98%) (69.3) (75.8)

Less: rest of minority interests (5.8) (5.8)

Less: cancellation costs of stock option plans (47.0) (47.0)

Equity value available to "A" and "B" shareholders 3,636.0 3,996.9

Less: payment to "B" shareholders (17.1) (17.1)

Equity value available to "A" shareholders 3,618.9 3,979.7

No. of issued "A" shares (millions) 590.0 590.0

Less: "A" shares treasury stock (millions) (19.1) (19.1)

No. of "A" shares excluding treasury shares (millions) 570.9 570.9

Equity value per "A" share 6.34 6.97

Low end of range High end of range

� To calculate the equity value available to A and B Class shareholders, minority interests as well as the cancellation costs of stock option

plans are subtracted from the total equity value of the group, which in turn has been derived by subtracting net debt from the Group’s

enterprise value.


50

� The value of the minority interests in Opodo is calculated by multiplying the stake held by minority investors, 25.98%, by the equity value of

Opodo. The latter is derived based on the enterprise value range calculated for Opodo from our DCF valuation, in consistency with the

criteria used for the valuation of the group. The equity value of Opodo is calculated by adding Opodo’s current net cash position (11.7

million euros) to the enterprise value range of Opodo as derived above.

� Other minorities are valued on the basis of book value as of 31 December 2004.

� Cancellation costs of stock option plans are also deducted from Group equity because, as part of negotiations with the Offeror, it was

agreed to cancel stock option plans and compensate holders at an estimated cost of 46.95 million euros (information supplied by Group

management). Both the cancellation of stock option plans and the potential compensation are subject to the success of the Public Tender

Offer.

� Note that Group management has confirmed that there are no non-operating assets or outstanding subsidies yet to be received. Group

management has confirmed that long-term financial assets are linked to operations.

� The equity value attributable to A and B shareholders is then reduced by the value assigned to Class B shares in Amadeus. For the

purposes of our work we have valued these shares at nominal value for the reasons specified in section I. Nominal value of the

171,443,700 Class B shares in Amadeus is 17,144,370 euros (0.10 euros per share).

� The resulting value of Group equity available for holders of Class A shares in Amadeus is then shared among all Class A shares excluding

treasury stock.

� Therefore, we conclude that the implied value of Class A shares in Amadeus is 6.34 to 6.97 euros per share.


51

� In the table below, we also summarise the value per Class A share based on DCF, comparable quoted companies and comparable

transactions.

Valuation methodology Price per Class "A" share (euros)

Discounted cash-flow 6.34 - 6.97

Comparable trading multiples 6.33 - 7.28

Comparable transaction multiples 4.41 - 4.78

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0


Discounted cash-flow 6.34 - 6.97



0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0

III. Criteria laid down under Royal Decree 1,197/1991

52

Contents

1. Theoretical book value

2. Liquidation value

3. Average share price in the last half-year

4. Price offered in Public Tender Offers launched in the last year


53

1. Theoretical book value

� The theoretical book value of a company is determined by the difference between assets at book value and current liabilities and represents

its net worth, i.e. the accounting value of its assets attributable to shareholders at a given time as a result of managing the Company since

the date of its incorporation.

Definition of Theoretical Book Value

TBV = BA – CL – TS

or TBV = SF – TS

Note: TBV = Theoretical book value BA = Assets at book value CL = Current liabilities TS = Treasury shares SF= Shareholders’ funds


54

� The following table details the theoretical book value calculation of Amadeus as of 31 December 2003 and as of 31 December 2004, based

on the consolidated Group audited balance sheet as of 31 December 2003 and on the unaudited balance sheet of the Group as of 31

December 2004:

(Figures in thousands euros excepted as noted)

31/12/2003 (Audited

Financial Statements;

under IFRS)

31/12/2004 (Unaudited

Financial Statements;

under IFRS)

Share capital 27,898 23,044

Additional paid-in-capital 379,358 360,341

Retained earnings 502,879 686,395

Cumulative conversion adjustments (25,523) (28,557)

Shareholders' funds 884,612 1,041,223

Treasury stock and related financial instruments (126,899) (109,499)

Total Book Value 757,713 931,724

Nominal value of the "B" shares (1)

21,998 17,144

"A" shares total book value 735,715 914,580

Number of "A" shares excluding treasury stock(2)

574,497,157 570,894,330

"A" shares book value per share (euros) 1.28 1.60

(1) Assuming that book value of "B" shares corresponds to the nominal value stated on section I.

(2) Number of shares excluding treasury stock (15,502,843 shares of treasury stock as of 31/12/2003; 19,105,670 shares of treasury stock

as of 31/12/2004).

Note: Calculations under IFRS in consistency with Group's consolidated annual accounts as of 31/12/2004. Results do not materially differ with respect to those applying Spanish Generally Accepted Accounting Principles (1.69 euros of theoretical book value per "A" share).


55

� The difference in Amadeus’ shareholders funds between 31 December 2003 (audited) and 31 December 2004 (unaudited) is mainly due to:

� The inclusion of profit after taxes for 2004 attributed to Amadeus;

� The consolidation of Opodo from 1 July 2004; and

� The redemption of 48,535,400 Class B shares with a nominal value of 4,853,940 euros following the partial sale of Deutsche Lufthansa

AG’s holding of Amadeus A shares.


56

2. Liquidation value

� A company’s liquidation value estimates its value in the event of its winding up the cessation of trading. It is a static approach which only

takes account of the Amadeus’ assets and liabilities at the time of valuation and not the profits they may generate in future. It does not take

into account the principle of going concern.

� The process is essentially based on deriving net worth after realising all assets and settling all liabilities of Amadeus, bearing in mind latent

capital gains / losses, as well as any contingent liabilities. It should be noted that in practice the price secured from selling off some assets

might be lower than their recorded book value. This would essentially depend on what assets are considered and how rapidly the sale

needs to be completed.

� Given the nature of Amadeus’ most significant assets, we believe that the Amadeus’ liquidation value will under no circumstances be higher

than the one derived from a valuation based on a going concern basis.

� These conclusions are based upon the following considerations:

� The activities of the Amadeus Group rely on the human capital of its employees and the intellectual property that these employees

develop. We believe it’s difficult to realise the full value of such intangible asset through the liquidation of the Company. Furthermore,

the majority of the assets that are owned by the Amadeus, such as data processing equipment and software applications, are assets

inherent to the different operations and participate directly in the generation of returns. We believe that the proceeds from the sale of

these assets would result in the recovery of a value equal to or lower than the net book value of the assets; in any event less than the

value of the returns generated by these assets.

� When calculating liquidation value we would also need to consider any associated costs: redundancy costs, compensation, legal costs,

etc. resulting in an even lower value.


57

� Consequently, we do not believe it necessary to establish the Amadeus’ liquidation value as we understand it does not provide a guide to

Amadeus’ underlying value and, in any event, the value arrived at by other methods, in particular the DCF analysis, will be significantly

higher than the value arrived at using this methodology.


58

3. Average share price in the last six months

� Amadeus’ Class A shares are listed on the Madrid and Barcelona stock exchanges and traded through the Sistema de Interconexión

Bursátil and are listed on the Nuevo Mercado. Class A shares are also listed on the Paris and Frankfurt stock exchanges. Currently,

approximately 53.3% of Amadeus’ Class A shares are traded on these stock markets, while the remaining 46.7% is held by the reference

shareholders.

� In general terms, the trading price of a stock on an exchange reflects the price at which market participants buy and sell the stock and,

therefore, serves as a reference value, provided that the trading price is determined based on a meaningful trading volume and with

sufficient liquidity.

� We have considered the average trading price for the six month period preceding the date of publication of the “Hecho Relevante”

submitted to the CNMV on 17 August 2004 by the Group, which provided notice of the interest shown by certain financial investors in

undertaking a reorganisation of the company’s shareholder structure, in view of the significant increase in price of Class A shares from the

publication of the “Hecho Relevante”, reflecting Public Tender Offer related price speculation. For these purposes, simple mean price for

period 13 February 2004 to 13 August 2004 has been estimated, arriving at 4.99 euros per share.


59

Amadeus' share price from 13/02/04 to 13/08/04 (euros)

0.0

1.0

2.0

3.0

4.0

5.0

6.0

13-Feb-04 13-Mar-04 13-Apr-04 13-May-04 13-Jun-04 13-Jul-04 13-Aug-04

Source: Datastream

� Regarding Amadeus’ stock volumes traded on the Madrid Stock Exchange, the volume for the six-month period from 13 February 2004 to

13 August 2004 was 597 million shares, with an average daily trading volume of 0.78% of Amadeus’ total Class A shares.

� In addition, we have considered the average price for Class A shares for the six-month period before 12 January 2005, when an “Hecho

Relevante” was published where the Public Tender Offer price became public. The simple mean price of Amadeus class A shares for the

period 12 July 2004 to 11 January 2005 was 6.23 euros per share.


60

Amadeus' share price from 12/07/04 to 11/01/05 (euros)

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

11-Jul-04 11-Aug-04 11-Sep-04 11-Oct-04 11-Nov-04 11-Dec-04 11-Jan-05

Source: Datastream

� We believe the period before 17 August 2004 is more significant in terms of our work because of the major impact on price of Class A

shares experienced by Amadeus at the start of the Public Tender Offer rumours arising from publication of the “Hecho Relevante” at the

time.


61

4. Price offered in Public Tender Offers launched in the last year

� This valuation criterion takes into account the price of any consideration offered in the past twelve months in any Public Tender Offer

launched to acquire Amadeus, starting from the date of the agreement to delist the Company.

� As no Public Tender Offer has been launched for Amadeus in the last year, this criterion does not apply to the valuation of Amadeus’

shares.

� Nevertheless, we think it is worth noting that on the 12 February 2004, Deutsche Lufthansa AG sold shares in Amadeus to institutional

investors representing 13.22% of total A shares and 2.795% of its share capital at a price of 5.05 euros per share.

IV. Conclusions

62

� The following chart summarises the results of applying generally accepted valuation methods, as well as the minimum valuation criteria

specified under Royal Decree 1,197/1991:

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0


Discounted cash flow 6.34 - 6.97



Book value 1.60

Average trading price (13/02/2004 - 13/08/2004) 4.99

(12/07/2004 - 11/01/2005) 6.23

Price per Class "A" share sold by Deutsche Lufthansa AG on 12/02/2004 5.05

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0


Discounted cash flow 6.34 - 6.97



Book value 1.60

Average trading price (13/02/2004 - 13/08/2004) 4.99

(12/07/2004 - 11/01/2005) 6.23

Price per Class "A" share sold by Deutsche Lufthansa AG on 12/02/2004 5.05

� The table does not include liquidation value, because, as already stated, in our opinion it does not apply; neither does it show prices offered

in Public Tender Offers for Amadeus in the last year as there have been none.

� As we highlighted in Section II.1.3., the implied valuation range obtained by applying the comparable transactions valuation method is

significantly lower than the range obtained by applying other methods, primarily due to the contrasting financial and competitive situations of

both Galileo and Worldspan (companies included in our analysis of comparable transactions) relative to that of Amadeus.

� We believe that the most meaningful methodology in relation with this valuation exercise is the DCF analysis, for the reasons outlined in

section II.1.1. Accordingly, we believe that a reasonable value per Amadeus Class “A” share would be in the implied 6.34 to 6.97 euros

valuation range.

Appendix. Profit & Loss forecasts

63

Profit & Lost forecast for Amadeus (excluding Opodo)

Million euros TA air online booking fees (€m) 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Total�gross�revenues 1,929 2,033 2,181 2,287 2,365 2,469 2,666 2,833 3,011 3,176 3,354 3,532 Variation N.A. 5.4% 7.3% 4.9% 3.4% 4.4% 8.0% 6.3% 6.3% 5.5% 5.6% 5.3% GDS 1,455 1,511 1,631 1,699 1,713 1,732 1,853 1,977 2,104 2,232 2,362 2,493 Otherincome 474 522 549 588 652 737 813 857 908 944 991 1,039

Total variable costs (647) (669) (735) (791) (811) (842) (960) (1,086) (1,215) (1,343) (1,465) (1,575) Variation N.A. N.A. 9.9% 7.6% 2.6% 3.8% 14.0% 13.1% 11.9% 10.5% 9.1% 7.5%

Margin�after�variable�costs 1,282 1,364 1,446 1,496 1,553 1,627 1,706 1,748 1,796 1,833 1,889 1,958 Margin after variable costs (%) 66.4% 67.1% 66.3% 65.4% 65.7% 65.9% 64.0% 61.7% 59.6% 57.7% 56.3% 55.4%

Total fixed costs (749) (794) (884) (876) (910) (979) (1,026) (1,109) (1,119) (1,164) (1,218) (1,274) Variation N.A. N.A. 11.4% (0.9%) 3.8% 7.6% 4.8% 8.1% 0.9% 4.1% 4.6% 4.6%

EBITDA 533 570 562 620 643 648 680 639 677 669 671 683 EBITDA margin (%) 28.1% 28.1% 25.8% 27.1% 27.2% 26.2% 25.5% 22.5% 22.5% 21.1% 20.0% 19.3%

Depreciation / amortisation (212) (205) (206) (234) (235) (228) (223) (157) (161) (166) (171) (176)

EBIT 321 366 356 386 408 419 457 482 516 503 500 508 EBIT margin (%) 16.6% 18.0% 16.3% 16.9% 17.3% 17.0% 17.1% 17.0% 17.1% 15.8% 14.9% 14.4% (1)

Source: Amadeus

Forecast Real (1)

Appendix. Profit & Loss forecasts

64

Profit & Lost forecast for Opodo

Million euros

TA air online booking fees (€m) 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Total�gross�revenues NA 446 935 1,256 1,552 1,803 2,057 2,302 2,526 2,716 2,859 2,945

Net�revenues 19 41 89 133 175 205 233 261 287 308 324 334

%ofgrossrevenues NA 9.3% 9.5% 10.6% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3%

Operating expenses (83) (90) (149) (149) (158) (168) (179) (189) (199) (208) (216) (222)

EBITDA (63) (49) (60) (17) 17 37 55 72 87 100 109 112

EBITDA margin over gross revenues (%) NA (10.9%) (6.4%) (1.3%) 1.1% 2.1% 2.7% 3.1% 3.5% 3.7% 3.8% 3.8%

EBITDA margin over net revenues (%) (326.1%) (117.9%) (67.3%) (12.5%) 9.8% 18.1% 23.4% 27.5% 30.5% 32.5% 33.5% 33.5%

Depreciation (2) (1) (10) (10) (10) (10) (10) (10) (11) (11) (11) (12)

EBIT (65) (50) (70) (26) 8 27 45 61 77 89 97 100

EBIT margin over gross revenues (%) NA (11.2%) (7.5%) (2.1%) 0.5% 1.5% 2.2% 2.7% 3.0% 3.3% 3.4% 3.4%

EBIT margin over net revenues (%) (335.5%) (121.3%) (78.6%) (20.0%) 4.3% 13.3% 19.1% 23.5% 26.8% 28.9% 30.0% 30.0%

(1) 2004 data unaudited. Source: Amadeus

ForecastReal (1)

Documents

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