Special Shareholders’ Meeting Vote Results
A Special Meeting of the stockholders was held Thursday, March 29, 2007. The results are as follows:
As of February 20, 2007, the record date of the meeting, there were 133,799,727 shares issued and outstanding and entitled to vote at this Special Meeting. There were 94,868,472 shares present in person or by proxy, which constitutes approximately 70.9 percent of the shares entitled to vote at this Special Meeting of Stockholders.
Proposal 1: Agreement and Plan of Merger
Approval of the adoption of the Agreement and Plan of Merger dated December 12, 2006, among Sabre Holdings Corporation, Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. and to approve the merger, the shares so present were voted as follows:
| Votes For | 82,337,491 |
(61.54% of shares outstanding, 86.7% of votes cast) |
| Votes Against | 11,843,792 |
(12.5% of votes cast) |
| Votes Abstained | 687,189 |
(.8% of votes cast) |
Approval of Proposal 1 required the affirmative vote of the holders of a majority of Sabre Holdings Common Stock outstanding on the record date and entitled to vote thereon.
Proposal 2: Adjourn the Meeting
To consider and vote on a proposal to adjourn the meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement, the shares so present were votes as follows:
| Votes For | 72,293,572 |
(76.2% of votes cast) |
| Votes Against | 21,855,232 |
(23.0% of votes cast) |
| Votes Abstained | 719,668 |
(.8% of votes cast) |
