EDreams ODIGEO S A : Annual Corporate Governance Report FY21

ANNUAL CORPORATE

GOVERNANCE REPORT FOR

LISTED COMPANIES

IDENTIFICATION DETAILS OF ISSUER IF

ICATION DETAILS OF ISSUER

FISCAL YEAR ENDING

TAX ID NUMBER

CORPORATE NAME

REGISTERED OFFICES

31/03/2021

A02850956

eDreams ODIGEO S.A.

Calle López de Hoyos, 35, 28002 (Madrid).

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A. STRUCTURE OF OWNERSHIP

A.1 Please complete the following chart on the Company's share capital:

Date last	Share Capital	Number of shares	Number of voting
modification	(€)	rights
7th July 2020	11,878,153	118,781,530	118,781,530

Please indicate whether there are different classes of shares with different associated rights:

YES ☐

NO ☒

A.2 Please detail the direct and indirect holders of significant stakes of your Company as of the fiscal year closing date, excluding Directors:

Name or corporate	% voting rights	% voting rights through	total % of
name of the	attributed to shares	financial instruments
significant					voting
shareholder	Direct	Indirect	Direct	Indirect	rights
LuxGoal S.à.r.l	26.94	0.00	0.00	0.00	26.94
AXA LBO Fund IV	15.76	0.00	0.00	0.00	15.76
Bybrook Capital LLP		0.04	10.36		10.40
Sunderland Capital
Partners LP	5.36				5.36

Breakdown of the indirect holding:

Name or company	Name or	% of voting rights	% of voting rights	% of total voting
name of the	company	through financial	rights
attached to the
indirect owner	name of the	instruments
shares
	direct owner

Please indicate the most significant movements in the shareholder structure occurring during the fiscal year:

Name or corporate	Date of transaction	Description of transaction
name of shareholder

Note:

• LuxGoal Group holding is composed of: Luxgoal 2 S.à.r.l holding 0.69% of voting rights and Luxgoal 3 S.à.r.l holding 26.26% of voting right.
• AXA Group holding is composed of: Axa LBO Fund IV FCPR holding 14.18% of voting rights and AXA LBO Fund IV Supplementary FCPR holding 1.58% of voting rights.

Note that the number of shares reported by each Significant Shareholder corresponds to shareholder notifications of voting rights communicated to the Company as of 31st March 2021 and other information made available to the Company by shareholders.

A.3 Please complete the following charts on the members of the Company's Board of Directors who hold voting rights on the Company's shares:

			% of voting rights	% of voting rights			% voting rights that
					can be transmitted
			attributed to	through financial	total % of
Name or		through financial
		shares	instruments		voting
corporate					instruments
							rights
name of the		Direct	Indirect	Direct	Indirect		Direct	Indirect
Director
Dana Philip		1.53	0.0	0.0		0.0	1.53	0.0	0.0
Dunne
David Elízaga		0.46	0.0	0.0		0.0	0.46	0.0	0.0
	% of voting rights in the possession of		1.99 %
		the Board of Directors

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Details of indirect holding:

Name or

Number

% of voting

% of voting

total %

% of voting

corporate

of direct

rights

rights through

of voting

rights that can

name of

voting

attributed to

financial

rights

be transmitted

Director

rights

shares

instruments

through financial

N/a

N/a

N/a

N/a

N/a

N/a

Note: Data at the end of the fiscal year ended 31st March 2021.

A.4 If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:

Name or corporate	Type of	Brief description
name relationships	relationship
N/a	N/a	N/a

A.5 If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:

Name or corporate	Type of	Brief description
name relationships	relationship
N/a	N/a	N/a

A.6. Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and Directors, or their representatives in the case of corporate Directors. Explain, as applicable, how the significant shareholders are represented. Specifically, state those Directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of Directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.

Name or	Name or	Corporate name
corporate name	corporate name	of the Company
of the related	of the significant	of the group of
Director or	related	the significant
representative	shareholder	shareholder
Lise Fauconnier	AXA LBO FUND IV	Ardian
Daniel Setton	AXA LBO FUND IV	Ardian
Benoit Vauchy	LUXGOAL 3 SARL	Permira
Pedro López	LUXGOAL 3 SARL	Permira

Description of relationship/post

Ms. Lise Fauconnier serves as the Managing Director Ardian France Buyout team.

Mr. Daniel Setton serves as Managing Director of Ardian France - Buyout team

Mr. Vauchy is currently a Partner and a member of the Investment Committee and Executive Committee at Permira, and serves on the board of Permira Holding Limited

Mr. López is Head of the Spain office and covers investment opportunities across the Consumer and Financial Services sectors.

A.7 Indicate whether the Company has been notified of any shareholders' agreements that may affect it, in accordance with the provisions of Articles 530 and 531 of the Spanish Corporate Enterprises Act. If so, describe them briefly and list the shareholders bound by the agreement:

YES ☒

NO ☐

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Explain

Parties involved	% of share	Brief Description	Expiration date of
capital	the agreement. if
	affected		any
		There were no new shareholder agreements during the
Ardian:		fiscal year ended 31st March 2021.
	The only shareholder agreement there has ever been is the
● AXA LBO Fund IV FCPR		original Agreement prior to listing dating back to 3rd April
● AXA LBO Fund IV		2014. The original % of share capital affected was 53.4%
Supplementary FCPR		(Ardian. Permira and included the founder Javier Perez
● AXA Co-investment Fund III		Tenessa de Block)	N/A
LP	42,71%	The % figure reported at the end of FY21 represents the
	percentage of outstanding stock held by the two Proprietary
Permira:
	shareholders Ardian (15,76%) and Permira Funds (26,94%).
● LuxGOAL 3. SÀRL		Major Shareholders entered into this relationship
		agreement to take account of the change in the capital
Javier Pérez-Tenessa de		structure and governance of the Company as a result of the
Block		IPO and to incorporate certain provisions as necessary in
		light of the change in status of the Company from a privately
		owned to a publicly traded company.

Please indicate whether the Company is aware of the existence of actions arranged between its shareholders. As appropriate, please describe them briefly

YES ☐

NO ☒

Please expressly identify any amendments or interruptions to the above covenants, agreements or arranged actions during the fiscal year:

N/A

A.8 Indicate whether any individual or company exercises or may exercise control over the Company in accordance with Article

5 of the Securities Market Act. If so, identify them:

YES ☐

NO ☒

A.9 Please complete the following charts on the Company's treasury stock: As of the fiscal year closing date:

	Number of direct shares	Number of indirect shares (*)		total % of share capital
1,081,466	7,674,272			7.37
(*} through:
		Name or corporate name of the direct		Number of direct shares
		holder of the stake
		eDreams International Network SLU			7,674,272
		Total:				7,674,272

Please detail the significant variations in accordance with the provisions of Royal Decree 1362/2007 made during the fiscal year:

Date of notice	Total direct shares	Total indirect	total % of share
acquired	shares acquired	capital
N/A	N/A	N/A	N/A

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Explain significant changes

• On 7 th July 2020 the Company issued 8.318.487 to serve the Group's long term incentive plans in force as of that date and running until February 2026. The subscriber of the Bonus Shares is the Group entity eDreams International Network S.L.The economic and political rights, attached to these shares held as treasury stock, are suspended and any non-allocated shares at the end of the plans will be cancelled.
• On 25 August 2020 the Company transferred 217.516 treasury shares to the beneficiaries of the long term incentive plan.
• On 17th November 2020 the Company transferred 216.183 treasury shares to the beneficiaries of the long term incentive plan.
• On 19th February 2021 the Company transferred 210,516 treasury shares to the beneficiaries of the long term incentive plan.

A.10 Describe the terms and conditions and the duration of the powers currently in force given by the shareholders to the Board of Directors in order to issue, repurchase, or transfer own shares of the Company:

1. Authorized capital, amount and period
   The General Meeting approved on 23 September 2020 to authorize the Company's Board of Directors, in accordance with the provisions of article 297.1.b) of the Spanish Companies Act, so that, without consulting the General Meeting first, it may increase the share capital by up to half of the current share capital, on one or more occasions, at the time and in the amount that it considers appropriate and with the power to exclude the pre-emptive subscription right, within a maximum of five years since 10 March 2021 (being the effective date on which the Company's relocation of its registered office to Spain was effective, i.e., when the Spanish public deed relating to the relocation of the Company was registered in the Commercial Registry of Madrid).
2. Scope of delegation
   This means that the Board of Directors may fix all the terms and conditions of the capital increases and the characteristics of the shares, as well as determining the investors and markets at which the capital increases are targeted and the placement procedure that has to be followed, freely offering the new shares not subscribed in the pre-emptive subscription period and establishing, in the event of an incomplete subscription, that the capital increase is null and void or that the capital is increased only by the amount of the subscriptions made, redrafting the article of the Articles of Association dealing with the share capital.
   The Board of Directors may designate the person or persons, who may or may not be directors, who are to execute any of the resolutions adopted pursuant to this authorisation, in particular the resolution to close the capital increase.
3. Rights of the new shares, issue price and consideration for the increase
   The new shares issued as a result of the capital increase or increases resolved pursuant to this delegation will be ordinary shares with the same rights as the existing shares (save for the dividends that have already been declared but not yet paid at the time of their issue). They will be issued at the rate of their par value or with such issue premium as may be determined, as the case may be. The consideration for the new shares to be issued must be paid in cash.
4. Exclusion of the pre-emptive subscription right
   In accordance with the provisions of article 506 of the Spanish Companies Act, the Board of Directors is expressly granted the power partly or totally to exclude the pre-emptive subscription right in respect of all or any of the issues resolved pursuant to this authorisation, although this power will be limited to capital increases carried out pursuant to this delegation up to an amount equivalent to 20% of the Company's share capital at 10 March 2021.
   In accordance with the provisions of the applicable legislation, the Board of Directors may make use of the power conferred on it pursuant to the provisions of this paragraph 4 if the Company's interests so require, provided that the par value of the shares to be issued plus the issue premium, if any, corresponds to the reasonable value of the Company's shares, as derived from the report which must be prepared at the request of the Board of Directors by an auditor other than the Company's auditor, appointed for these purposes by the Commercial Registry, on each occasion on which the power to exclude the pre-emptive subscription right that is conferred in this paragraph is exercised.
5. Application for admission to trading
   The Board of Directors is also authorised to apply for the admission to trading, and for the exclusion from trading, on the organised secondary markets in Spain or abroad, of any shares that may be issued or, in the event that the par value of the shares already issued is changed, their exclusion and new admission, complying with the applicable rules in relation to dealing, permanency and exclusion from trading.

A.11 Estimated percentage floating capital:

Estimated floating capital	32.2 %

Note: The free float % amount has been calculated by taking the total number of shares issued (stated in A.1) less the Significant Shareholders Shares (stated in A.2) and the shares held by Directors (stated in A.3).

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