Travelport Worldwide (TVPT) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
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Travelport Worldwide Limited

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Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom

April 21, 2017​

To Our Shareholders:

You are cordially invited to attend the 2017 Annual General Meeting of Shareholders (the “Meeting”) of Travelport Worldwide Limited to be held at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, on June 16, 2017, at 2:00 p.m. Eastern Time.

The attached Notice of Annual General Meeting of Shareholders and Proxy Statement describes the business to be conducted at the Meeting and provides other information concerning our company of which you should be aware when you vote your shares.

Your vote is important to us. Whether or not you attend the Meeting, it is important that your shares be represented and voted at the Meeting.

On behalf of the Board of Directors and the employees of Travelport Worldwide Limited, we would like to thank you for being a shareholder and express our appreciation for your ongoing support of our company.

Sincerely,

Douglas M. Steenland Chairman of the Board	Gordon A. Wilson President and Chief Executive Officer

Travelport Worldwide Limited
Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 16, 2017

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of Shareholders (the “Meeting”) of Travelport Worldwide Limited (the “Company”) will be held at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, on June 16, 2017, at 2:00 p.m. Eastern Time, to consider and vote upon the following matters:

1.

To elect as directors the eight nominees named in the accompanying proxy statement, all of whom are currently serving on our Board of Directors, each to serve for a one-year term until the 2018 annual general meeting of shareholders or until his or her successor is elected or appointed, or until his or her office is otherwise vacated.

2.

To appoint Deloitte LLP as our independent auditors for the fiscal year ending December 31, 2017 and to authorize the Audit Committee of the Board of Directors to determine the independent auditors’ remuneration.

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To provide, on a non-binding advisory basis, approval of the compensation of our named executive officers.

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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

At the Meeting, we also will present the consolidated financial statements and independent auditor’s report for the fiscal year ended December 31, 2016 and lay them before the shareholders in accordance with Bermuda law.

The Board of Directors of the Company has fixed the close of business on April 13, 2017 as the record date for the Meeting. Only shareholders of record at that time are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. A list of shareholders entitled to vote at the Meeting will be available for examination by any shareholder, for any purpose germane to the Meeting, at the Meeting and for ten days prior to the Meeting during ordinary business hours at Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom, the Company’s principal place of business.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 16, 2017:

THE COMPANY’S PROXY STATEMENT ON SCHEDULE 14A, FORM OF PROXY CARD AND
2016 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT
www.proxyvote.com

By Order of the Board of Directors,

Rochelle J. Boas
Senior Vice President and Corporate Secretary

Dated: April 21, 2017

TABLE OF CONTENTS

Proxy Statement	1
About the Annual General Meeting	1
Corporate Governance	5
Board of Directors	5
Biographical Information for Nominees	5
Board Composition	7
Director Independence	7
Board of Directors Meetings	7
Board Executive Sessions	7
Board Committees and Membership	8
Audit Committee	8
Compensation Committee	8
Nominating and Corporate Governance Committee	8
Director Nomination Procedures	8
Role of Our Board in Risk Oversight	9
Compensation Committee Interlocks and Insider Participation	9
Corporate Governance	9
Communications with Directors	10
Whistleblower Hotline	10
Limitations of Liability and Indemnification Matters	10
Executive Officers	11
Executive Compensation	13
Compensation Discussion and Analysis	13
Summary Compensation Table	26
Grants of Plan-Based Awards During 2016	27
Employment Agreements	29
Restrictive Covenants	29
Outstanding Equity Awards at 2016 Fiscal-Year End	30
Option Exercises and Stock Vested in 2016	31
Pension Benefits in 2016	31
Non-qualified Deferred Compensation in 2016	31
Potential Payments Upon Termination of Employment and/or Change in Control	32
Compensation of Directors	34
Security Ownership of Certain Beneficial Owners and Management	36
Related Party Transactions	39
Report of the Audit Committee	41
Section 16(a) Beneficial Ownership Reporting Compliance	42
Shareholder Engagement	42
Proposals to Be Voted on at Meeting	43
Proposal No 1: Election of Directors	43
Proposal No 2: Appointment of Independent Auditors and Authorization of the Audit Committee of the Board to Determine the Independent Auditors’ Remuneration	44
Proposal No 3: Advisory Approval of the Compensation of our Named Executed Officers	46
Shareholder Proposals for 2018 Annual General Meeting	47
Additional Information	47
Appendix A: Reconciliations of Non-GAAP and GAAP Financial Measures and Definitions	A-1

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Travelport Worldwide Limited
Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom

PROXY STATEMENT

April 21, 2017

ABOUT THE ANNUAL GENERAL MEETING

Why am I receiving these proxy materials?

The Board of Directors of Travelport Worldwide Limited (the “Company” or “Travelport”) is soliciting your vote at the 2017 Annual General Meeting of Shareholders, and any adjournment or postponement thereof  (the “Meeting”), to be held Friday, June 16, 2017 at 2:00 p.m. Eastern Time, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, for the purposes set forth in this Proxy Statement. On or about April 21, 2017, the Company will first mail to certain shareholders of record the Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement online, or in the alternative, request a paper copy of the proxy materials and a proxy card, and also will first mail to certain other shareholders this Proxy Statement and proxy card.

What items will I be voting on and what are the Board’s voting recommendations?

Proposal	Board’s Voting Recommendation
No. 1: Election of Directors (see page 43)	“FOR” each nominee
No. 2: Appointment of Independent Auditors and Authorization of the Audit Committee to determine the Independent Auditors’ Remuneration (see page 44)	“FOR”
No. 3: Advisory Approval of the Compensation of our Named Executive Officers (see page 46)	“FOR”

Could other matters be decided at the Meeting?

The Board of Directors is not aware of any other matters to be brought before the Meeting. However, if any other matters properly come before the Meeting, the individuals named as proxies, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.

How many votes do I have?

You will have one vote for every common share, par value $0.0025 each of the Company (the “Common Shares”), you owned as of the close of business on April 13, 2017 (the “Record Date”).

How many votes can be cast by all shareholders?

124,155,173 votes, consisting of one vote for each of the Company’s Common Shares that were issued and outstanding on the Record Date. There is no cumulative voting, and the holders of the Common Shares vote together as a single class.

How many votes must be present to hold the Meeting?

Two or more persons representing in person or by proxy in excess of 50% of the total issued and outstanding Common Shares entitled to vote at the Meeting, or 62,077,587 votes, must be present, at the start of the Meeting, in person or by proxy, to constitute a quorum at the Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

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How many votes are required to elect directors and adopt the other proposals?

Proposal	Vote Requirement	Impact of Abstentions
No. 1: Election of Directors	Directors are elected by a plurality of the votes cast. The eight nominees receiving the most votes, up to the number of directors to be elected, shall be elected as directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such directors.	Not counted as votes cast “for” or “against” and will have no effect on the outcome
No. 2: Appointment of Independent Auditors and Authorization of the Audit Committee to Determine the Independent Auditors’ Remuneration	Majority of the votes cast of the Common Shares present, in person or by proxy, and entitled to vote	Not counted as votes cast “for” or “against” and will have no effect on the outcome
No. 3: Advisory Approval of the Compensation of our Named Executive Officers	Majority of the votes cast of the Common Shares present, in person or by proxy, and entitled to vote	Not counted as votes cast “for” or “against” and will have no effect on the outcome

A broker non-vote occurs when a broker does not have discretion to vote on a particular proposal and the broker has not received instructions from the beneficial owner of the Common Shares as to how to vote on such proposal. If you hold your Common Shares in “street name” and do not provide voting instructions to your broker within the required time frame before the Meeting, your Common Shares will not be voted by the broker for Proposal Nos. 1 or 3 but the broker will have the discretion to vote your Common Shares on Proposal No. 2. As a result, broker non-votes will have no effect on the outcome of Proposal Nos. 1 or 3.

Why did certain shareholders receive in the mail a one-page notice regarding Internet availability of this Proxy Statement rather than a printed copy?

We are sending to a portion of our shareholders a notice containing instructions on how to access this Proxy Statement online, as permitted by the Securities and Exchange Commission (“SEC”) rules. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of this Proxy Statement in the mail. Instructions on how to access this Proxy Statement over the Internet or how to obtain printed copies, if you prefer, are set forth in such Notice.

How do I vote?

You should submit your proxy or voting instructions as soon as possible. If you received or requested printed copies of the proxy materials by mail, the materials will include a proxy card, for registered shareholders (that is, if you hold your Common Shares directly in your name through our transfer agent), or a vote instruction form (“VIF”) for beneficial owners (if your shares are held in “street name” such as in a stock brokerage account, by a bank or other nominee). Whether you are a registered shareholder or hold any of your Common Shares in “street name,” you may complete the submission of your proxy or vote in the following ways:

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By Phone	By Internet	By Mail	In Person
If you received or requested printed copies of the proxy materials by mail, in the U.S. or Canada, vote by dialing the number on the proxy card/VIF	Follow the instructions included on the proxy card/VIF or Notice of Internet Availability	If you received or requested printed copies of the proxy materials by mail, vote by marking, dating and signing the proxy card or VIF and returning it promptly in the envelope provided	Attend the Meeting and vote in person. If you hold any Common Shares in “street name,” you may not vote in person unless you bring with you a legal proxy from the organization that holds your Common Shares

In all cases, the deadline for submission of your proxy by telephone or via the Internet is 11:59 p.m., Eastern Time, on June 15, 2017.

Can I change my vote?

Yes. You may revoke your proxy at any time prior to the voting at the Meeting if, in accordance with the submission of your proxy and voting procedures described above, you:

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complete the submission of your proxy again (including by phone or Internet by the applicable deadline);

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complete, sign, date and return a new proxy card or VIF with a later date;

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give timely written notice of such revocation to our Corporate Secretary at Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom; or

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attend the Meeting and vote in person.

What if I do not vote for some of the proposals?

Common Shares represented by proxies received by the Company (whether through the return of a proxy card or VIF) that do not contain voting instructions, or if you complete the submission of your proxy by telephone or electronically via the Internet without indicating how you want to vote, your Common Shares will be voted:

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“FOR” the election of all eight nominees for the Board of Directors (Proposal No. 1);

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“FOR” the appointment of independent auditors and authorization of the Audit Committee to determine their remuneration (Proposal No. 2); and

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“FOR” the proposal regarding advisory approval of the compensation of our Named Executive Officers (Proposal No. 3).

Do I need a ticket to attend the Meeting?

Yes. Admission will be by ticket only. Admission to the Meeting will be expedited if tickets are obtained in advance.

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Registered shareholders: bring the bottom portion of the proxy card enclosed with this Proxy Statement (or obtained via the Internet) as your Meeting ticket. Notices will not be accepted as a Meeting ticket.

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Beneficial owners: if you own Common Shares through an intermediary, such as a bank or broker, request tickets in writing from our Corporate Secretary at Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom. Please include proof of ownership, such as a bank or brokerage firm account statement or letter from the broker, trustee, bank or nominee holding your Common Shares, confirming beneficial ownership as of the Record Date.

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Shareholders without advance tickets: shareholders who do not obtain tickets in advance may obtain tickets on the Meeting date at the registration desk upon verifying their share ownership as of the Record Date.

Attendance at the Meeting will be limited to shareholders as of the Record Date, their authorized representatives and guests of the Company. Tickets may be issued to others at the discretion of the Company. In accordance with the Company’s security procedures, all persons attending the Meeting must present picture identification along with their admission ticket or proof of beneficial ownership in order to gain admission. Cameras and recording devices will not be permitted at the Meeting.

How can I find the voting results of the Meeting?

Voting results will be tallied by the inspector of election. The Company will report the final results in a Current Report on Form 8-K, to be filed with the SEC within four business days following the Meeting.

How can I access the Company’s proxy materials and annual report electronically?

This Proxy Statement and the Company’s 2016 Annual Report on Form 10-K may be viewed online at www.proxyvote.com. If you are a shareholder of record, you can elect to receive future annual reports and proxy statements electronically by following the instructions provided if you vote via the Internet or by telephone or by enrolling through the transfer agent’s website at www.amstock.com. If you choose this option, you will receive a proxy form in April 2018 listing the website locations where proxy materials will be posted and your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your Common Shares through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option.

How does a shareholder nominate someone to be a director?

Director nominations may be made by a shareholder so long as the shareholder follows the procedures outlined in the Company’s bye-laws. Pursuant to our bye-laws, for a nomination to be made by a shareholder, such shareholder must have given the proper notice within the specific time limits set forth in the relevant provision therein. For the 2018 annual general meeting, the Company must receive this notice not less than 90 days nor more than 120 days before the anniversary of the 2017 annual general meeting, or in the event the 2018 annual general meeting is called for a date that is not 30 days before or after such anniversary, the notice must be given not later than the close of business on the tenth day following the earlier of the date on which notice of the 2018 annual general meeting was posted to shareholders or the date on which public disclosure of the date of the 2018 annual general meeting was made. Such notice and nomination should be submitted in writing to the Corporate Secretary of the Company and should include the information required for shareholder nominations set forth in the Company’s bye-laws.

A copy of the Company’s bye-laws, including the provision describing the procedure for shareholder nominations may be accessed in the “Investor Center — Governance” section of the Company’s website at www.travelport.com. Nothing contained in any section of the Company’s website is incorporated by reference into this Proxy Statement.

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CORPORATE GOVERNANCE

Board of Directors

Our Board of Directors (the “Board”) currently consists of eight members. Each of the directors elected at the Meeting will serve for a term of one year expiring at the 2018 annual general meeting of shareholders and until his or her successor is duly elected or appointed or until his or her office is otherwise vacated. The name of each present director, his or her position with the Company and principal occupations and directorships held with other public companies during the past five years are set forth below. In addition to the information presented below regarding each director’s experience, skills and attributes that contribute to the effectiveness of the Board as a whole, each director possesses valuable business management and leadership experience, demonstrates an ability to exercise sound judgment and business acumen and brings unique perspective to the Board.

The following table sets forth information about our director nominees as of April 20, 2017.

Name	Age	Position
Gordon A. Wilson	50	President and Chief Executive Officer, Director
Douglas M. Steenland	65	Chairman of the Board
Elizabeth L. Buse	56	Director
Steven R. Chambers	58	Director
Michael J. Durham	66	Director
Scott E. Forbes	59	Director
Douglas A. Hacker	61	Director
John B. Smith	59	Director

Biographical Information for Nominees

Gordon A. Wilson.   Mr. Wilson has served as our President and Chief Executive Officer, as well as a member of our Board, since June 2011. Mr. Wilson is chairman of the Board of Directors of eNett International (Jersey) Limited (“eNett”), our majority-owned subsidiary, since April 2016. Mr. Wilson served as our Deputy Chief Executive Officer from November 2009 until June 2011 and as President and Chief Executive Officer of Travelport’s Global Distribution System (GDS) business (which included the Airline IT Solutions business) since January 2007. Mr. Wilson has 28 years of experience in the electronic travel distribution and airline IT industry. Prior to the acquisition of Worldspan, Mr. Wilson served as President and Chief Executive Officer of Galileo. Mr. Wilson was Chief Executive Officer of business-to-business (B2B) International Markets for Cendant’s Travel Distribution Services Division from July 2005 to August 2006 and for Travelport’s B2B International Markets from August 2006 to December 2006, as well as Executive Vice President of International Markets from 2003 to 2005. From 2002 to 2003, Mr. Wilson was Managing Director of Galileo EMEA and Asia Pacific. From 2000 to 2002, Mr. Wilson was Vice President of Galileo EMEA. Mr. Wilson also served as Vice President of Global Customer Delivery based in Denver, Colorado, General Manager of Galileo Southern Africa based in Johannesburg, General Manager of Galileo Portugal and Spain based in Lisbon, and General Manager of Airline Sales and Marketing based in the United Kingdom. Prior to joining Galileo International in 1991, Mr. Wilson held a number of positions in the European airline and chemical industries. Mr. Wilson was selected to serve on our Board because of the leadership skills, strategic guidance and experience he brings as our President and Chief Executive Officer and operational expertise from his prior experience in the industry.

Douglas M. Steenland.   Mr. Steenland has served as Chairman of our Board since May 2013 and as Chairman of our Nominating and Corporate Governance Committee since our initial public offering in September 2014 (“IPO”). Mr. Steenland served as a member of our Audit Committee from August 2011 until March 2014 and our Compensation Committee from August 2011 until our IPO. Mr. Steenland served as our Vice Chairman from August 2011 until May 2013. Mr. Steenland is chairman of the boards of directors of American International Group, Inc. and Performance Food Company and a member of the board of directors of Hilton Worldwide Holdings Inc., each a New York Stock Exchange (“NYSE”)

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company. Mr. Steenland previously held numerous executive roles during seventeen years with Northwest Airlines Corporation, most recently as President and Chief Executive Officer, from October 2004 until its merger with Delta Air Lines Inc. in October 2008. In the past ten years, Mr. Steenland has also served as a director of Northwest Airlines Corporation and Delta Air Lines, Inc. Mr. Steenland was selected to serve on our Board because of his industry expertise, strategic guidance and experience as a member of the boards of directors of other companies.

Elizabeth L. Buse.   Ms. Buse has been a member of our Board and a member of our Nominating and Corporate Governance Committee since our IPO and a member of our Compensation Committee since March 2017. Ms. Buse also serves on the board of directors of eNett, our majority-owned subsidiary, since March 2016. Ms. Buse was Chief Executive Officer of Monitise PLC from March 2015 until September 2015. From June 2014 until March 2015, Ms. Buse was Co-Chief Executive Officer of Monitise. Before joining Monitise, Ms. Buse held numerous executive roles during her sixteen years with Visa, Inc., most recently as Executive Vice President and Global Executive focusing on Solutions. Ms. Buse previously served on the board of directors of Monitise PLC. Ms. Buse was selected to serve on our Board because of her payments industry expertise and experience as a member of the boards of directors of other public and private companies.

Steven R. Chambers.   Mr. Chambers has been a member of our Board since April 2015 and a member of our Compensation Committee since June 2015. From 2005 to 2014, Mr. Chambers was Executive Vice President and Chief Information Officer of Visa Europe Ltd. where he was responsible for the development and delivery of the organization’s IT systems (including the transaction processing operations). Mr. Chambers has spent most of his professional career in the payments business. Prior to Visa Europe, Mr. Chambers held various positions with ACI Worldwide, Inc., First Data Resources and Electronic Data Systems Corporation. Mr. Chambers was selected to serve on our Board because of his technology industry expertise.

Michael J. Durham.   Mr. Durham has been a member of our Board and chairman of our Audit Committee since our IPO. From 2000 to 2012, Mr. Durham was President and Chief Executive Officer of Cognizant Associates, a consulting company he founded. Before founding Cognizant, he served as Director, President and Chief Executive Officer of The Sabre Group. He held those positions from October 1996 until October 1999. Prior to that, Mr. Durham worked at AMR Corp./American Airlines, serving as Senior Vice President and Treasurer of AMR Corporation and Senior Vice President of Finance and Chief Financial Officer of American Airlines until he assumed the position of President of Sabre. During the preceding years, Mr. Durham served on the boards of directors of numerous publicly traded and privately held companies. Mr. Durham was selected to serve on our Board because of his financial and industry expertise and experience as a member of other boards of directors.

Scott E. Forbes.   Mr. Forbes has been a member of our Board and our Audit Committee since July 2016. Mr. Forbes has over 35 years of operations, finance and online experience across a range of industry sectors. Mr. Forbes currently serves as Chairman of two London Stock Exchange-listed companies: Ascential plc, an international business to business media company, and Rightmove Group plc, the UK’s leading property website. Mr. Forbes is also Chairman of the Innasol Group Limited, a leading UK renewable energy company, and was previously Chairman of Orbitz Worldwide, Inc., one of the world’s largest online travel agencies, until its sale to Expedia in September 2015. Before that, Mr. Forbes spent 15 years at Cendant Corporation, which was formerly the largest provider of travel and residential property services worldwide. While at Cendant Corporation, Mr. Forbes held a number of senior executive roles including Group Managing Director of Cendant Europe, Middle East, Africa and Asia. Mr. Forbes was selected to serve on our Board because of his financial and industry experience and experience as a member and chairman of other boards of directors.

Douglas A. Hacker.   Mr. Hacker has been a member of our Board, chairman of our Compensation Committee and a member of our Audit Committee since our IPO. Mr. Hacker served as Executive Vice President, Strategy of UAL Corporation from 2002 to 2006 and as President of UAL Loyalty Services from 2001 to 2002. Prior to that, Mr. Hacker served as Chief Financial Officer of United Airlines from 1994 to 2001. Mr. Hacker is currently an independent business executive and, as such, he serves on the boards of directors of the public entities of Aircastle Limited, Columbia Mutual Funds and SpartanNash Company.

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Mr. Hacker previously served on the board of directors of SeaCube Container Leasing Ltd. Mr. Hacker was selected to serve on our Board because of his industry expertise and experience as a member of other boards of directors of other public and private companies.

John B. Smith.   Mr. Smith has been a member of our Board and our Nominating and Corporate Governance Committee since March 2017. Mr. Smith has over 25 years’ experience in consumer businesses, most recently as Chief Operating Officer of Burberry Group PLC. Mr. Smith also spent 23 years at the British Broadcasting Corporation (BBC). Mr. Smith was Chief Executive of the BBC’s commercial arm, BBC Worldwide from 2004 to 2012 and, prior to that, held a variety of positions, including Chief Operating Officer and Director of Finance, Property & Business Affairs. Mr Smith has been a director of Burberry since 2009 and continues as a member of the Burberry board. Mr. Smith previously served as a non-executive director of Severn Trent plc and Vickers PLC and also on the Accounting Standards Board from 2001 to 2004. Mr. Smith was selected to serve on our Board because of his industry experience and experience as a member of other boards of directors.

Board Composition

Our Board currently consists of eight directors. Our bye-laws provide that our Board shall consist of such number of directors being not less than two directors and not more than fifteen directors as the Board may from time to time determine. The authorized number of directors may be changed by resolution of our Board. Vacancies on our Board can be filled by resolution of our Board. Each director elected to the Board serves a one-year term, ending at the next annual general meeting or until his or her successor is elected or appointed or their office is otherwise vacated.

Director Independence

To determine director independence, our Board reviews commercial and charitable relationships of each director to evaluate such director’s independence in accordance with the listing standards of the NYSE and pursuant to our own director independence criteria. In conducting its review, the Board considers a number of factors, including the director’s and his or her family members’ relationships with the Company and its subsidiaries, affiliates, executive officers and auditors and his or her relationships with foundations, universities and other non-profit organizations to which we have made a certain level of contributions during the past three years.

After evaluating the factors described above, the Board has affirmatively determined that all of our current directors other than Mr. Wilson are independent in accordance with NYSE corporate governance listing standards and our own director independence criteria.

We also maintain an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee, and all of the directors serving on these committees are independent based upon NYSE corporate governance listing standards and our own director independence criteria.

Board of Directors Meetings

Our Board held five in-person and three telephonic meetings during 2016. In 2016, all directors attended at least 75% of the aggregate number of meetings of the Board and committees of the Board on which they served. We expect all directors to attend each regularly scheduled Board meeting. Attendance of our directors at the Company’s annual general meeting of shareholders is strongly encouraged, and our goal is for a representative of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to be present at each annual general meeting. The 2016 annual general meeting of shareholders was attended by seven directors, including the chairman of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Board Executive Sessions

The non-management directors of the Board regularly meet alone without any members of management being present. Our Chairman, Mr. Steenland, presides at these executive sessions.

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Board Committees and Membership

Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The charter of each committee is available, free of charge, on our website at www.travelport.com under “Investor Center—Governance—Committee Charters.”

Audit Committee

The Audit Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls, including those under Sarbanes-Oxley. The Audit Committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. Our Audit Committee is also responsible for the review, approval or ratification of  “related-person transactions” between us or our subsidiaries and related persons. See “Related Party Transactions—Review, Approval or Ratification of Related Person Transactions.”

The current composition of the Audit Committee is Michael Durham, Scott Forbes and Douglas Hacker, with Michael Durham serving as the chairman.

The Board has determined that Michael Durham and Douglas Hacker qualify as “audit committee financial experts” as defined under applicable SEC rules and also meet the criteria for independence of audit committee members set forth in Rule 10A-3(b)(i) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Compensation Committee

The Compensation Committee determines our general compensation policies and the compensation provided to our directors and officers. The Compensation Committee also reviews and determines bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines equity based compensation for our directors, officers, employees and consultants and administers our equity incentive plans. Our Compensation Committee also oversees our corporate compensation programs.

The current composition of the Compensation Committee is Douglas Hacker, Elizabeth Buse and Steven Chambers, with Douglas Hacker serving as the chairman.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters.

The current composition of the Nominating and Corporate Governance Committee is Douglas Steenland, Elizabeth Buse and John Smith, with Douglas Steenland serving as the chairman.

Director Nomination Procedures

The Nominating and Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of members of the Board. Nominees for director positions are selected on the basis of their depth and breadth of experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to the duties associated with being a member of the Board.

The Nominating and Corporate Governance Committee will consider written proposals from shareholders for candidates to be nominees for director positions. In considering candidates submitted by shareholders, the Nominating and Corporate Governance Committee will take into consideration the needs

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of the Board and the qualifications of the candidate. Any such proposal should be submitted to the Nominating and Corporate Governance Committee, c/o the Corporate Secretary of the Company, at Travelport Worldwide Limited, Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom and should include the following: (a) the name of the shareholder and evidence of such shareholder’s beneficial ownership of Common Shares, including the number of Common Shares beneficially owned and the length of time of such beneficial ownership; and (b) the name of the candidate, such candidate’s resume or a listing of his or her qualifications to be a director of the Company and such candidate’s consent to be named as a director, if selected by the Nominating and Corporate Governance Committee, nominated by the Board and elected. The written proposal should be submitted in the time frame and consistent with the requirements described in the bye-laws of the Company and under the caption “Shareholder Proposals for 2018 Annual General Meeting” below.

The process for identifying and evaluating candidates to be nominated to the Board is initiated by identifying a candidate who meets the criteria for selection as a nominee and has the specific qualities or skills being sought based on input from members of the Board and, if the Nominating and Corporate Governance Committee deems appropriate, a third-party search firm which would help the Board to identify candidates. These candidates are evaluated by the Nominating and Corporate Governance Committee by reviewing such candidates’ biographical information and qualifications and checking the candidates’ references. Qualified candidates are interviewed by at least one member of the Nominating and Corporate Governance Committee. Using the input from this interview and other information, the Nominating and Corporate Governance Committee evaluates whether the candidate is qualified to serve as a director and whether the Nominating and Corporate Governance Committee should recommend to the Board that the Board nominate the candidate or appoint the candidate to fill a vacancy on the Board. Candidates recommended by the Nominating and Corporate Governance Committee are presented to the Board for selection as nominees to be presented for the approval of the shareholders or for appointment to fill a vacancy. The Nominating and Corporate Governance Committee expects that a similar evaluation process will be used to evaluate candidates to be nominees for director positions recommended by shareholders. However, to date, we have not received any shareholder proposal to nominate a director.

Role of Our Board in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also has the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements and review with our independent auditors the adequacy and effectiveness of our internal controls over financial reporting. Our Nominating and Corporate Governance Committee is responsible for periodically evaluating our corporate governance policies and system in light of the governance risks that we face and the adequacy of our policies and procedures designed to address such risks. Our Compensation Committee is responsible for assessing and monitoring whether any of our compensation policies and programs are reasonably likely to have a material adverse effect on us.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is comprised entirely of independent directors and administers our executive compensation policies and programs. None of the members of our Compensation Committee were officers or employees of the Company or any of our subsidiaries or had any relationships requiring disclosure by us under Item 404 of the SEC’s Regulation S-K during 2016 or before.

Corporate Governance

We have a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. In addition, we have a Code of Ethics for Senior Managers. Our Code of Business Conduct and

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Ethics and Code of Ethics for Senior Managers can be accessed on our website at www.travelport.com. Amendments to, and waivers from, the Code of Business Conduct and Ethics and the Code of Ethics for Senior Managers will be posted on our website.

The purpose of our codes is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers and directors.

We have also posted current copies of our Corporate Governance Guidelines and Committee charters on the “Investor Center—Governance” section of our website at www.travelport.com.

You may also obtain copies of these materials for free by writing to our Corporate Secretary at: Travelport Worldwide Limited, Attention: Corporate Secretary, Axis One, Axis Park, Langley, Berkshire SL3 8AG, United Kingdom.

Communications with Directors

If a shareholder or any interested party has any concern, question or complaint regarding any accounting, auditing or internal controls matter, any issues arising under the Code of Business Conduct and Ethics or the Code of Ethics for Senior Managers, or any other matter that he or she wishes to communicate with the Board, the non-management directors as a group or any individual director, the shareholder or interested party may write to any of these groups or individuals at c/o Travelport Worldwide Limited, Attention: Chairman, Axis One, Axis Park, Langley, Berkshire SL3 8AG, United Kingdom. Our Chairman will relay the communication to the full Board, director group or individual director, as appropriate. From time to time, the Board may change the process for shareholder communication with the Board or its members. You should refer to the “Investor Center—Governance” section of our website at www.travelport.com for any changes in this process.

Whistleblower Hotline

The Board has established a means for employees, customers, suppliers, shareholders and other interested parties to submit confidential and anonymous reports of suspected or actual violations of the Code of Business Conduct and Ethics or other matters. Any employee, shareholder or other interested party may call the Integrity Line and submit a report. The Integrity Line is operational 24 hours a day, seven days a week. Information on our Integrity Line is available in our Code of Business Conduct and Ethics, which is available on the “Investor Center—Governance” section of our website at www.travelport.com.

Limitations of Liability and Indemnification Matters

Section 98 of the Companies Act 1981, as amended, of Bermuda provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we will indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the Company, against any of our directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for

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the benefit of any officer or director in respect of any loss or liability attaching to him or her in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. We have purchased and maintain a directors’ and officers’ insurance policy for such a purpose.

In addition, we and one or more of our subsidiaries have entered into agreements that indemnify our directors, executive officers and certain other employees. Such agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our directors and executive officers.

As of the date of this Proxy Statement, we are not aware of any pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted, nor are we aware of any threatened litigation or proceeding that might result in a claim for indemnification.

Executive Officers

The following table sets forth information about our executive officers as of April 20, 2017. All executive officers are appointed annually by the Board. Each executive officer is appointed by the Board to hold office at the discretion of the Board and may be removed at any time by the Board with or without cause.

Name	Age	Position
Gordon A. Wilson	50	President and Chief Executive Officer, Director
Bernard Bot	51	Executive Vice President and Chief Financial Officer
Stephen Shurrock	46	Executive Vice President and Chief Commercial Officer
Matthew Minetola	54	Executive Vice President and Global Chief Information Officer
Thomas Murphy	48	Executive Vice President and General Counsel
Rosemary Thomson	48	Executive Vice President and Chief Human Resources Officer

Biographical information for our President and Chief Executive Officer is set forth above under “Board of Directors—Biographical Information for Nominees.” Biographical information for all other present executive officers is set forth below.

Bernard Bot.   Mr. Bot is our Executive Vice President and Chief Financial Officer and is responsible for all aspects of finance and accounting, internal control, decision support and financial planning and analysis globally. Prior to joining Travelport in January 2016, Mr. Bot served as Chief Financial Officer and member of the board of directors of Aer Lingus plc, Ireland’s national airline, from September 2014 until October 2015. Before joining Aer Lingus, Mr. Bot served as Chief Financial Officer and member of the board of directors of TNT Express N.V., the international courier company listed on NYSE Euronext Amsterdam, from May 2011 until June 2014. From August 2010 until April 2011, Mr. Bot served as Chief Financial Officer and member of the board of directors of TNT N.V. Mr. Bot’s early career was spent with global management consulting firm, McKinsey & Company, where he spent twelve years, latterly as partner.

Stephen Shurrock.   Mr. Shurrock has served as our Executive Vice President and Chief Commercial Officer since January 2016 with global responsibility for sales, customer engagement, marketing, product strategy, pricing, supplier services/content, customer support and market research. Previously, Mr. Shurrock was Chief Executive Officer of the Consumer Division of Telefonica, one the largest communications companies in the world, from September 2014 to December 2015, where Mr. Shurrock was responsible for both the consumer business and digital divisions globally. Mr. Shurrock’s prior roles with Telefonica include Chief Executive Officer of O2 Ireland and Chief Executive Officer of Telefonica’s New Digital Business and Innovation division. Before joining Telefonica/O2 in 2001, Mr. Shurrock was Chief Financial Officer of UK-based web portal Excite.

Matthew Minetola.   Mr. Minetola is our Executive Vice President and Global Chief Information Officer, with responsibility for leading our Technology organization and the technical delivery of our Travel

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Commerce Platform. Before joining Travelport in December 2014, Mr. Minetola gained extensive experience in the hardware, software and banking industries over a 30 year period, holding a number of senior, IT leadership roles in various high profile global organizations. Prior to Travelport, Mr. Minetola most recently worked for HP where he spent over 14 years in various global roles, including serving as Chief Information Officer for their financial services business and also spending three years leading the technology organization for their print business. Mr. Minetola was also Senior Vice President of Information Services for Bank One/ First USA Bank — Chase Card Services where he was responsible for driving the bank’s international expansion, leading their distributed computing organization and strategy and overseeing the technology organization of Bank One’s/Chase Internet bank. Earlier in his career, Mr. Minetola was Vice President of Corporate Technology at Advanta Corporation and Director of Worldwide Distributed Processing at Dun and Bradstreet.

Thomas Murphy.   Mr. Murphy joined as our Executive Vice President and General Counsel in January 2015, with responsibility for global legal and corporate secretarial functions. Mr. Murphy also serves as our Chief Risk Officer. Previously, Mr. Murphy was General Counsel at William Hill PLC, the London Stock Exchange listed bookmaking and gaming business, from 2007 to December 2014, where during his time he also acted as Company Secretary from 2007 to 2013, oversaw its global technology function from 2011 to 2014 and its U.S. regulated gaming businesses from 2012 to 2014. Prior to William Hill, Mr. Murphy was General Counsel and Company Secretary at RHM plc, General Counsel at the Automobile Association and held senior in-house legal roles at Centrica plc having originally worked as a solicitor at Clifford Chance LLP.

Rosemary Thomson.   Ms. Thomson joined as our Executive Vice President and Chief Human Resources Officer in December 2016, with overall responsibility for driving our global HR strategy and program. Ms. Thomson has lived and worked across Asia Pacific, the U.S. and Europe. Before joining Travelport, Ms. Thomson held a number of senior HR roles in high profile, global organizations, including some of the world’s biggest brands. Most recently, Ms. Thomson worked for Barclays Bank PLC, as HR Director for Barclaycard, and before that, Ms. Thomson spent the majority of her earlier career with The Coca-Cola Company, The Walt Disney Company and IBM. In particular, Ms. Thomson has extensive experience in M&A, structural transformation, talent management, culture and leadership.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis section is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our “Named Executive Officers,” who consist of our principal executive officer, our principal financial officer, and the three other most highly compensated executive officers. For fiscal year 2016, our Named Executive Officers were:

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Gordon A. Wilson, our President and Chief Executive Officer;

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Bernard Bot, our Executive Vice President and Chief Financial Officer;

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Stephen Shurrock, our Executive Vice President and Chief Commercial Officer;

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Matthew Minetola, our Executive Vice President and Chief Information Officer; and

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Thomas Murphy, our Executive Vice President and General Counsel.

Business and Operating Results for 2016

In 2016, we delivered our highest level of net revenue and Adjusted EBITDA growth over the last five years, as we continued to execute against our strategic objectives. Our financial and operational results for 2016 include:

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Strong financial performance, including:

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Net revenue increased by 6% to $2.35 billion, primarily due to growth in Travel Commerce Platform revenue;

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Net income of  $15 million, income per share (diluted) of  $0.13 and net cash provided by operating activities of  $299 million;

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Adjusted EBITDA increased by 7% to $574 million;

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Adjusted Income per Share (diluted) increased by 23% to $1.23;

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Free Cash Flow increased by 23% to $192 million; and

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Adjusted Operating Income increased 12% to $341 million.

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Steady and progressive execution of strategic objectives by:

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Expanding our leadership in airline retailing and merchandizing with over 210 of 400 airline customers now implemented on Rich Content and Branding;

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Increasing Beyond Air revenue by 18% to $579 million, driven by growth in hotel/car, payments and mobile solutions;

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Providing a strong and diverse pipeline of signed business, which is in the process of implementation; and

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Repaying $74 million of our term loans in 2016 and reducing our Net Debt to $2.2 billion, which reduced our leverage ratio to 3.8x:

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Re-priced our term loans in June 2016 and January 2017, which reduced the interest rate by 150 basis points.

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eNett revenue increased by 64% in 2016, with continued implementation of new business and expansion of share of wallet with key existing customers;

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Rationalizing our technology operations in the United States, including by consolidating into two centers of excellence in Atlanta and Denver;

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Consolidating our third party development vendors, including a strategic sourcing partnership with Tata Consultancy Services, and agreeing to divest our 51% stake in our India-based technology subsidiary (IGT Solutions Private Ltd.); and

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Investing in key strategic areas to capture long-term growth opportunities.

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Our total shareholder return (“TSR”) of 11.79% in 2016 outpaced our primary competitors and aligned with our strong 2016 operational results.

In this Proxy Statement, we refer to certain non-GAAP financial measures. Information concerning such non-GAAP financial measures, including a reconciliation of these non-GAAP financial measures to GAAP financial measures, is set forth in Appendix A to this Proxy Statement, together with certain definitions.

Compensation Practices

Since the time of our IPO in September 2014, our Compensation Committee has continuously been working on implementing compensation practices that are best practice for public companies:

What We Do

What We Don’t Do

✓ Compensation at-risk.   Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on the Company’s performance over the long and short-term, and more than half of the compensation opportunity for our executive officers is equity-based in order to properly align the interests of our executive officers and shareholders. We also cap incentive compensation opportunities to manage risk-taking. ✓ Performance-based incentives.   We use performance-based annual (cash-based) and long-term (equity) incentives, each with different performance metrics. ✓ Multi-year vesting requirements.   The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives. ✓ Share ownership policy.   Our share ownership policy requirements are five times base annual salary for our President and CEO and three times base annual salary for our other Named Executive Officers. ✓ Clawback policy.   We have a compensation recovery policy (also referred to as a “clawback” policy) for applicable executives, including our Named Executive Officers. ✓ Independent Compensation Committee consultant.   The Compensation Committee has engaged its own compensation consultant to assist with the review and analysis of our executive compensation program. This consultant performs no other consulting or other services for the Company.

X No pension plans.   We do not currently offer, nor do we have plans to provide, defined benefit pension or retirement plans or arrangements to our executive officers. X No tax reimbursements.   We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites, other personal benefits (other than standard relocation benefits) or on any severance or change-in-control payments or benefits. X No special health or welfare benefits.   Our executive officers participate in broad-based company-sponsored health and welfare benefits programs generally on the same basis as our other full-time employees. X Hedging and pledging prohibited.   Our insider trading policy prohibits our executive officers and members of our Board of Directors from hedging or pledging any of their Travelport common shares. X No stock option repricings.   We prohibit the repricing of outstanding options to purchase our common shares without prior shareholder approval. X No single trigger vesting upon a change in control.   We do not automatically accelerate unvested equity grants upon a change in control, as our award agreements contain a double trigger provision, i.e. require a covered termination following a change in control. X No dividends on unvested performance or other share units.   We do not pay dividends on performance share units (“PSUs”) or restricted share units (“RSUs”) before shares are vested.

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2016 Compensation Actions

We took the following actions with respect to the 2016 compensation of our Named Executive Officers:

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We compensate our Named Executive Officers primarily in performance-based compensation with an emphasis on equity-based compensation:

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In 2016, we resumed an annual equity grant schedule, following grants made in September 2014 at the time of the IPO and no regular annual grants in 2015;

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The 2016 equity grants emphasized performance-based vehicles with 25% in stock options and 50% in performance share units tied to three year cumulative adjusted income per share (diluted) (which we refer to as “earnings per share” or “EPS”) growth goals, with additional potential upside based on exceeding a target goal;

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Our 2016 bonus payout level was driven by our Adjusted Operating Income results, and was funded at 86% of target, reinforcing that performance goals for the year were challenging; and

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As part of our overall philosophy to emphasize performance-based and market-based pay, we did not increase salaries for any Named Executive Officers.

Compensation Philosophy and Objectives

We have strived to create an executive compensation program that provides both short-term and long-term payments and awards in order to:

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attract and retain talent from within the highly competitive global marketplace;

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ensure a performance-based delivery of pay that aligns our Named Executive Officers’ rewards with our shareholders’ interests;

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compensate our Named Executive Officers in a manner that incentivizes them to manage our business to meet our long-term objectives;

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compensate our Named Executive Officers in a manner commensurate with their and our performance; and

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promote a long-term commitment to us.

To achieve these goals, we have implemented a program consisting of  (i) base annual salary; (ii) annual performance cash bonus; and (iii) significant long-term incentive awards with a mix of time and performance related vesting conditions. In addition, we provide certain perquisites and other benefits that are more fully described below. The vesting conditions attached to our equity awards — which require three or more years of service for full vesting, with a material part of such awards subject to performance-based vesting — foster and promote a long-term commitment to us while incentivizing our executive officers to drive value, which reflects two of our core philosophies. In addition, executive officers are required to own a significant number of our common shares, which further aligns our executives’ long-term interests with our shareholders. Details of our share ownership guidelines are provided below under “Share Ownership Policy.”

Compensation Process

Our Compensation Committee reviews and approves the compensation of our Named Executive Officers and oversees and administers our executive compensation programs and initiatives. In discharging these functions, our Compensation Committee has historically taken into account multiple factors, including information (such as market data) provided by third-party compensation consultants and others, as well as our Chief Executive Officer’s judgment and knowledge of our industry. Our Chief Executive Officer annually reviews each other executive officer’s (including our Named Executive Officers) performance with the Compensation Committee and recommends appropriate base salary, cash performance awards and grants of long-term incentive awards for all other executive officers.

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The Compensation Committee annually reviews our Chief Executive Officer’s performance and total compensation based on its assessment of his performance with input from any consultants we or the Compensation Committee engage. During 2016, the Compensation Committee met outside the presence of our executive officers with regard to discussions specifically addressing our Chief Executive Officer’s compensation. For all other Named Executive Officers, the Compensation Committee met outside the presence of our executive officers except our Chief Executive Officer.

The Compensation Committee has retained Pay Governance, LLC (“Pay Governance”) as its independent compensation consultant to advise the Compensation Committee on matters relating to the amount and form of executive and director compensation. At the Compensation Committee’s request, Pay Governance prepared analyses and reports on market pay for our Named Executive Officers and information on trends and policies relating to compensation, including the selection of our peer group, as set forth in more detail below. In addition, Pay Governance provided advice on the drafting of the Compensation Discussion and Analysis included in this Proxy Statement. Pay Governance attends meetings, as appropriate, at the invitation of the Compensation Committee, and meets with our management from time to time to collect pay data and information about the business. To ensure the independence of Pay Governance, the Compensation Committee annually reviews its work and relationship. During 2016, Pay Governance did not perform any additional services for the Company or any of its affiliates.

To ensure we understand the external labor market and competitive pay environment, we have historically reviewed information on competitive pay levels for our Named Executive Officers using compensation surveys and compared our compensation against a range of public companies in our industry. In connection with our IPO, the Compensation Committee agreed upon a selected peer group of comparable companies to review for competitive pay and practice information. Pay Governance assisted with this process of peer group selection. The peer group was developed by considering companies of similar revenue size and projected market capitalization to ours within similar business sectors. We use the peer group information, focused on the levels approximating the median, as one factor in establishing pay levels. Although we believe external market data is very useful, we will also consider other factors such as previous experience, future potential, and performance in establishing pay levels.

In early 2016, in consultation with Pay Governance, the Compensation Committee reviewed the 14 company peer group that was developed in connection with our IPO, in part because of the acquisitions of AOL Inc. and Concur Technologies, Inc. (which reduced the peer group to 12 companies after their removal from the peer group), and determined that the peer group should be expanded to include nine additional companies, resulting in the following peer group of 21 companies:

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ACI Worldwide, Inc.

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Alliance Data Systems Corporation

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Blackhawk Network Holdings, Inc.

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Broadridge Financial Solutions, Inc.

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Citrix Systems, Inc.

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CoreLogic, Inc.

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DST Systems Inc.

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Equinix, Inc.

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Fiserv, Inc.

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Global Payments Inc.

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Groupon, Inc.

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Heartland Payment Systems, Inc.

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Jack Henry & Associates Inc.

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Moneygram International Inc.

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Paychex, Inc.

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Sabre Corp.

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SS&C Technologies Holdings, Inc.

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Synopsys Inc.

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Total System Services, Inc.

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Vantiv, Inc.

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VeriFone Systems, Inc.

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The Compensation Committee used the foregoing peer group for decisions it made in 2016, including the grants of long-term incentive awards that were made to our Named Executive Officers in March 2016, and intends to use this peer group for decisions going forward.

Elements of Compensation and Pay Mix

We use the particular elements of compensation described below because we believe that they provide a well-proportioned mix of secure compensation, retention value and at-risk compensation that produces short-term and long-term performance incentives and rewards and incentivizes our executive officers for superior operational performance and creating value for our shareholders. The mix of metrics used for our annual performance bonus and long-term incentive program likewise provides an appropriate balance between different metrics, as well as short-term and long-term performance. The following is a description of our ongoing compensation elements for our Named Executive Officers and the objectives they are designed to support. In total, these elements support the objective to balance rewards between short-term results and the long-term strategic decisions needed to ensure sustained business performance over time. We note that these elements represent our ongoing compensation program, including long-term incentives.

Compensation Element	Description	Connection to Objectives
Base Annual Salary	A fixed level of compensation for the year; used to define short-term incentive compensation opportunities.	Provide a competitive baseline of pay.
Annual Bonus	The bonus is intended to provide competitive annual performance-based opportunity tied to the achievement of key goals within our annual business plan. Each executive has a target bonus that is a percentage of his or her base annual salary, and all of our Named Executive Officers have a target bonus of 100% of his base annual salary (with the exception of Mr. Wilson, our President and CEO, whose target bonus is 150% of his base annual salary). Actual incentive payments are driven by business performance against financial and operational metrics, as described in more detail below, as well as individual performance. Each executive who is eligible for our annual bonus plan can earn up to 200% of his/her target bonus for over-performance against financial and operational metrics, once funding targets are achieved.	Reward strong short-term business performance achievements. Vary cash-based compensation based on individual, Company and business/function results.

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Compensation Element	Description	Connection to Objectives
Long-Term Incentive Plan (LTIP)	In 2016, our typical LTIP mix was: • 25% in RSUs with time-based vesting over four years; • 50% (at target) in PSUs with time and performance-based vesting based on three year cumulative EPS results as compared with EPS goals; and • 25% in stock options with time-based vesting over four years.	Align a significant amount of executive compensation with strong longer-term business performance and share price appreciation such that 75% of typical LTIP mix delivers value based on the Company’s performance. Total compensation is based both on retention and the Company’s performance (e.g. EPS growth for the PSUs and share price appreciation for stock options to have value) that aligns shareholder and executive interests.
Other Executive Benefits and Perquisites	We provide for limited benefits and perquisites, including those that are market practice and those required by law, that are generally available to other employees. Our United States (“US”) and United Kingdom (“UK”) employees are generally eligible for broader employee benefit plans, such as medical and employee share purchase plans. In addition, our Named Executive Officers are eligible for certain other benefits and perquisites, including defined contribution plans (including a 401(k) plan in the US and defined contribution pension plans in the UK); cash contributions in lieu of defined contribution plans in the UK due to changes in UK tax rules (for Mr. Wilson only); deferred compensation plan (US only); travel allowance (for Mr. Wilson only); car allowance (UK only); family cover for private medical insurance (UK only); financial planning (UK only); and relocation and related expenses such as housing benefits (when applicable).	Balance the desire to maintain limited perquisites with the need to attract and retain highly qualified executives. Based on UK and US market norms.

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As an example of our Named Executive Officer pay mix, the chart on the left hand side below shows the mix of compensation for our President, Chief Executive Officer and Director, Mr. Wilson, using his base annual salary, target annual incentive bonus and the 2016 equity grant (using the grant date fair value), but excluding perquisites. The chart on the right hand side below provides similar information for our Named Executive Officers, other than Mr. Wilson, using the same methodology. These charts use the December 31, 2016 exchange rate for cash compensation for UK executives, as detailed in footnote (10) to the Summary Compensation Table below.

Base Salary

We believe that a competitive base annual salary is essential in attracting and retaining key executive talent. The Compensation Committee has reviewed the base salaries of our Named Executive Officers and made adjustments to reflect, among other factors, each Named Executive Officer’s level of experience, responsibilities, expected future contributions to our success and market competitiveness. The base annual salary established for each of our Named Executive Officers is intended to reflect each individual’s responsibilities, experience, prior performance and other discretionary factors deemed relevant by our Compensation Committee. Base annual salary is also designed to provide our Named Executive Officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Compensation Committee determines the appropriate base annual salary, usually after a review of market data and discussions with our Chief Executive Officer (except with respect to the Chief Executive Officer’s salary), taking into account our Named Executive Officers’ experience with reference to the base salaries of similarly-situated executives in our peer group.

The base salaries paid to our Named Executive Officers for 2016 are set forth in the Summary Compensation Table below. We did not change the base annual salaries for our Named Executive Officers in 2016. Due to strengthening of the US dollar as of December 31, 2016 as compared to December 31, 2015, the cash-based compensation to our UK-based Named Executive Officers, including their base salaries, appears to be lower in 2016 as compared with 2015.

Annual Bonus

Our Compensation Committee has the authority to award annual cash bonuses to our executive officers, which are subject to our performance bonus plan. The annual cash bonuses are intended to reward

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the achievement of corporate performance objectives. Our annual bonus program satisfies our goal of incentivizing our executive officers to achieve, and rewarding them for achieving, primarily annual financial metrics important to the success of our business.

Generally, at the commencement of an executive officer’s employment with us, our Compensation Committee, after discussion with our Chief Executive Officer, sets a target level of bonus compensation that is structured as a percentage of such executive officer’s base annual salary. In this regard, the employment agreements for our Named Executive Officers specifically provide that the target bonus percentage for Mr. Wilson is 150% of his base annual salary and, for Messrs. Bot, Shurrock, Minetola and Murphy, is 100% of their base annual salary. Our Named Executive Officers can each earn up to 200% of their target bonus if the performance targets established by the Compensation Committee are exceeded.

Our annual bonus program for 2016 was primarily formulaic and was awarded to our Named Executive Officers based on achievement of specified Adjusted Operating Income and key operational metrics. However, our Compensation Committee does retain the discretion to change any bonus paid on an evaluation of a Named Executive Officer’s individual performance. For 2017, the funding of our annual bonus plan will also be based on Adjusted Operating Income. In addition, payment will continue to be based on key operational and financial metrics, as well as individual performance.

For our 2016 annual bonus program, we established threshold, target and stretch figures of Adjusted Operating Income and corresponding bonus pool funding figures. Our target Adjusted Operating Income was $345 million, and our actual Adjusted Operating Income was $341 million, which resulted in a payout of 86% of target bonus for our Named Executive Officers, as approved by our Compensation Committee. The table below illustrates how our bonus plan worked for 2016:

2016 Bonus Plan: Funding Targets and Results

	Adjusted Operating Income: % of Target		Total Adjusted Bonus Pool Funded: % of Target
Adjusted Operating Income: Funding Targets	​	​	​	​
$328 million (Threshold)	​	95%	​	40%
$345 million (Target)	​	100%	​	100%
$390 million (Stretch)	​	113%	​	200%
Adjusted Operating Income: Actual	​	​	​	​
$341 million	​	—	​	86%

The bonus calculations for our Named Executive Officers for 2016, which are also set forth in the Summary Compensation Table below, were as follows:

Named Executive Officer	Base Salary (US$)			Target Bonus (%)		Bonus Payment (% of Target)		2016 Bonus (US$)
Gordon A. Wilson – President, CEO and Director	​	$	679,690(1)	​	150%	​	86%	​	$	876,800
Bernard Bot – EVP and CFO	​	$	463,425(1)	​	100%	​	86%	​	$	398,546
Stephen Shurrock – EVP and CCO	​	$	460,454(1)	​	100%	​	86%	​	$	398,546
Matthew Minetola – EVP and CIO	​	$	375,000	​	100%	​	86%	​	$	322,500
Thomas Murphy – EVP and GC	​	$	383,098(1)	​	100%	​	86%	​	$	329,464

(1)

For Messrs. Wilson, Bot, Shurrock and Murphy, the bonus was paid in British pounds, which amounts have been converted to US dollars using the same exchange rate as used for the cash payments in the Summary Compensation Table below, as detailed in footnote (10) to that table.

Long-Term Incentives

Equity-Based Compensation

We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our Named Executive Officers’ total compensation

20

package in equity-based compensation aligns the incentives of our Named Executive Officers with the interests of our shareholders and with our long-term corporate success. In addition, our Compensation Committee believes that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent by providing competitive levels of compensation tied to our long-term value creation.

The Compensation Committee carefully considered the best approach for long-term incentive opportunities as a public company. Our long-term incentive program grants are made pursuant to our Amended and Restated 2014 Omnibus Incentive Plan (the “Omnibus Equity Plan”) and are designed to achieve the following objectives:

•

Be primarily performance-based;

•

Use a mix of vehicles to recognize a combination of share price and operating performance;

•

Provide an appropriate pay opportunity focused on our long-term, versus short-term, success; and

•

Align executive interests with shareholder interests.

In 2016, the Compensation Committee awarded equity grants to each of our Named Executive Officers, including new hire grants to Messrs. Bot and Shurrock.

Size of Grants

The size of the 2016 grants was established after reviewing total compensation and grant sizes for the peer group, as well as considering the individual performance, potential and experience of each member of the senior management team who received a grant. Awards for our Named Executive Officers were as follows, as set forth in more detail in the “Grants of Plan-Based Awards During 2016” table below:

Name	2016 Target Grant Value
Gordon A. Wilson	​	$	4,100,000
Bernard Bot	​	$	1,500,000
Stephen Shurrock	​	$	1,515,000
Matthew Minetola	​	$	950,000
Thomas Murphy	​	$	850,000

Types of Equity Vehicles Used

Our 2016 equity LTIP grants generally followed the RSU/PSU/​stock option structure and mix outlined above. This equity mix was selected to provide a balanced grant that reflects operating performance, share price growth and retention as follows:

•

50% of the value of the grant in the form of PSUs, which are tied to three year cumulative EPS goals. We have provided for threshold, target and stretch EPS goals with corresponding vesting percentages at 50%, 100%, and 200%, respectively, and interpolation between threshold and target performance and between target and stretch performance;

•

25% of the value of the grant in the form of stock options (the fair value of stock options is determined at the grant date, using certain assumptions and applying the Black-Scholes option valuation method) vesting in equal installments over four years; and

•

25% of the value of the grant in the form of time-based RSUs vesting in equal installments over four years.

With certain supplemental and new hire awards, we have deviated from this structure when the situation warranted doing so. For example, Mr. Bot’s new hire award was split between PSUs (60%) and RSUs (40%) because we negotiated a different structure with him as part of his hiring, and thus did not follow the mix above. The LTIP mix provided upon hire to Mr. Bot is similar to our LTIP mix starting with our 2017 annual grants, which is intended to create a stronger executive focus on long-term EPS goals.

21

Starting with our 2017 annual grants, the Compensation Committee revised the structure and mix of our equity grant by granting only PSUs and RSUs (i.e. we did not grant stock options) in a 75%/25% combination, with the PSU vesting based on three year cumulative EPS results with a total shareholder return (TSR) modifier. The Compensation Committee believes that, going forward, this is a more appropriate mix to balance talent retention and motivate long-term financial performance.

Timing of Equity Awards

Our Compensation Committee makes annual equity grants to executives and other key employees in the first quarter of each year, as reflected in our annual grants made to our Named Executive Officers on March 15, 2016. We made equity grants to Messrs. Bot and Shurrock in the first quarter of 2016, but at the time of their hire. We do, however, anticipate some limited off-cycle equity grants for new-hire, promotion and retention.

Results of PSUs Granted in 2014 and 2015

In connection with our IPO in September 2014 or shortly thereafter, we granted PSUs that vest on October 15, 2017, subject to the executive’s continued employment with us through the vesting date and other terms and conditions in the award agreement, based on our aggregate 2015-2016 EPS results compared to goals established by the Compensation Committee. The Compensation Committee established threshold, target and stretch goals for the PSUs based on our aggregate 2015-2016 EPS results, as set forth in the table below:

Performance Level	Aggregate 2015-16 Adjusted EPS	Vesting Percentage
Threshold	$1.76	50%
Target	$1.96	100%
Stretch	$2.16	200%
• Performance below threshold will result in 0% vesting.
• Performance above stretch will result in 200% vesting.
• For performance between threshold and target, or between target and stretch, the vesting percentage will be determined by straight-line interpolation.

Our aggregate 2015-2016 cumulative actual EPS results was $2.23 which will result in 200% vesting (i.e. stretch) on October 15, 2017, subject to the terms set forth above.

Other Executive Benefits and Perquisites

Our Named Executive Officers participate in broad-based welfare and retirement programs on substantially the same basis as other eligible employees, and they are eligible to participate in the 2014 Employee Share Purchase Plan. In addition, in 2016, we provided financial planning (UK only); deferred compensation (US only); pension contributions and/or cash contributions in lieu of pension contributions (UK only); car allowance (UK only); family cover for private medical insurance (UK only); relocation benefits and housing allowance (Mr. Bot only); and a travel allowance (Mr. Wilson only), although some of these benefits are legacy benefits that apply only to Mr. Wilson as the only Named Executive Officer who was hired prior to our IPO.

None of our Named Executive Officers receive benefits under a defined benefit pension plan. We do, however, provide for limited deferred compensation arrangements, with matching contributions by us in some circumstances, for US executives.

We believe these benefits are generally consistent with those offered by other companies, and, specifically, with those companies with which we compete for employees, in the applicable jurisdictions in which our Named Executive Officers are employed.

22

Employment Agreements and Severance and Change of Control Benefits

We believe that a strong, experienced management team is essential to our and our shareholders’ best interests. We have entered into employment or other written agreements with our Named Executive Officers (which are market practice in the UK, where the majority of our Named Executive Officers are based) in order to outline their terms and conditions of employment, including notice periods (or pay in lieu of notice) and/or severance pay, as applicable. In addition, the award agreements that govern our equity grants provide for accelerated vesting in certain circumstances, which would occur only if the executive officer’s employment with us is terminated by us without cause or the executive resigns as the result of a constructive termination (and, in certain cases described below, are enhanced following a change in control). Certain restrictive covenants are also provided commensurate with these payments to protect the Company. These benefits are enumerated and quantified in the sections captioned “Employment Agreements” and “Potential Payments Upon Termination of Employment and/​or Change in Control” below. We do not provide “golden parachute” tax gross-ups.

Risk Assessment

In approving annual bonus and long-term incentive awards for our Named Executive Officers, the Compensation Committee assesses the risks associated with the adoption of these awards, including the performance measures and goals for the awards. For 2016, we have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on us. Our compensation programs and policies are intended to mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures for the annual bonus (which are capped) and our equity compensation programs and share ownership guidelines for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to our performance.

Other Compensation Policies

We have adopted several policies that we believe are important components of a public-company executive compensation program, which are generally described below.

Share Ownership Policy

We have a share ownership policy that requires our directors and key employees, including our Named Executive Officers, to have significant share ownership in us. The share ownership policy requires that each Named Executive Officer holds our common shares with a value equal to or greater than three times base annual salary, except in the case of the Chief Executive Officer, who is required to have holdings of our common shares with a value equal to or greater than five times his base annual salary. Our share ownership policy generally allows a relevant director or key employee five years to attain the relevant ownership threshold, so all of our Named Executive Officers (with the exception of Mr. Wilson, who complied with the relevant ownership threshold effective upon our IPO) are still in this transition period. The Compensation Committee believes that this share ownership policy aligns the financial interests of our executive officers with those of our shareholders.

Compensation Recovery Policy

We have a general compensation recovery (“clawback”) policy covering our annual and long-term incentive award plans and arrangements paid to our executive officers and certain other executives in advance of the final SEC rules implementing Section 954 of the Dodd-Frank Act. Our clawback policy is administered by the Compensation Committee and provides that, in the event of an accounting restatement of our consolidated financial statements due to our material non-compliance with any financial reporting requirements, the Compensation Committee has the discretion to require recoupment of up to three years of such compensation for the period covered by such restatement.

Derivatives Trading and Hedging Policies

Our insider trading policy limits the timing and types of transactions in our securities by our employees, officers, including our Named Executive Officers and Section 16 officers, and members of our Board. Among other restrictions, our insider trading policy:

23

•

provides that no employee, officer, or member of our Board may acquire, sell, or trade in any put option or call option or engage in any short sale, including a short sale “against the box,” or trade in any call or other derivative on our securities, as well as any other derivative or hedging transactions on our securities;

•

prohibits our executive officers and members of our Board from pledging any of their common shares as collateral for a loan or other financial arrangement; and

•

allows certain officers, including our Named Executive Officers and Section 16 officers, members of our Board and certain employees to trade in our securities only during open trading window periods and only after they have pre-cleared such trades.

Tax and Accounting Considerations

Section 162(m) Compliance

Section 162(m) of the United States Internal Revenue Code (the “Code”) generally disallows public companies a tax deduction for federal income tax purposes of more than $1 million of compensation paid to the chief executive officer and each of the three other most highly-compensated executive officers (other than the chief financial officer) in a taxable year. Currently, we only have one executive officer based in the US to whom Section 162(m) applies. Compensation above $1 million may generally be deducted if it is “performance- based compensation” within the meaning of the Code. Since our IPO, we have generally relied upon certain transition relief under Section 162(m). To the extent such transition relief is inapplicable, however, in approving the amount and form of compensation for our US executive officers (of which there is currently only one), the Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m). The Compensation Committee believes that the potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. As a result, the Compensation Committee reserves the discretion to approve compensation arrangements that may not be tax deductible for us, such as base salary, cash incentive awards tied to our financial performances or equity incentive awards with time-based vesting requirements, or which do not comply with an exemption from the deductibility limit, when it believes that such arrangements are appropriate to attract and retain executive talent.

“Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. During 2016, we did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999, and we have not agreed, and are not otherwise obligated, to provide any Named Executive Officer with such a “gross-up” or other reimbursement.

Accounting for Share-Based Compensation

We follow Financial Accounting Standards Board’s Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”) for our share-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards, including stock options, made to employees based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards expected to vest in their income statements over the period that an executive officer is required to render service in exchange for the equity awards and, when applicable, the performance criteria is probable to be achieved.

24

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on the review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included herein.

THE COMPENSATION COMMITTEE
Douglas Hacker, Chairman
Elizabeth Buse
Steven Chambers

25

Summary Compensation Table

The following table contains compensation information for our Named Executive Officers for the fiscal year ended December 31, 2016.

Name and Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards(2)(3)(4)(5) ($)		Option Awards(5)(6) ($)		Non-Equity Incentive Plan Compensation(7) ($)		All Other Compensation(9) ($)		Total ($)
Gordon A. Wilson President and Chief Executive Officer(10)	​	2016	​	679,690	​	0	​	3,074,996	​	1,025,000	​	876,800	​	157,284(11)	​	5,813,770
	​	2015	​	810,755	​	0	​	0	​	0	​	2,174,482(8)	​	180,725	​	3,165,962
	​	2014	​	857,615	​	581,817	​	11,895,000	​	1,105,156	​	1,387,561(8)	​	200,506	​	16,027,655
Bernard Bot Executive Vice President and Chief Financial Officer(10)	​	2016	​	463,425	​	0	​	1,499,999	​	0	​	398,546	​	131,411(11)	​	2,493,381
Stephen Shurrock Executive Vice President and Chief Commercial Officer(10)	​	2016	​	460,454	​	0	​	1,136,245	​	378,748	​	398,546	​	22,908(11)	​	2,396,901
Matthew Minetola Executive Vice President and Chief Information Officer	​	2016	​	375,000	​	0	​	712,502	​	237,502	​	322,500	​	17,650(11)	​	1,665,154
	​	2015	​	375,000	​	0	​	0	​	249,999	​	356,250	​	120,688	​	1,101,937
	​	2014	​	28,846	​	0	​	749,988	​	251,801	​	0	​	865	​	1,031,501
Thomas Murphy Executive Vice President and General Counsel(10)	​	2016	​	383,098	​	0	​	637,501	​	212,501	​	329,464	​	26,392(11)	​	1,588,956
	​	2015	​	445,254	​	0	​	562,493	​	188,090	​	456,971	​	57,009	​	1,709,817

(1)

Amounts included in this column reflect discretionary payments to Mr. Wilson in October 2014 and April 2014. The amounts in this column do not include any amounts paid as annual incentive compensation (bonus) or the 2013 LTMIP (as described in footnote (8) below), which are reported separately in the column entitled “Non-Equity Incentive Plan Compensation.”

(2)

Amounts included in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 for RSUs and PSUs, with service and performance-based vesting conditions.

(3)

Since the performance goals for the PSUs awarded to Mr. Wilson in May 2013 were established and communicated in May 2014, the PSUs granted to Mr. Wilson in 2013 are included in the stock awards figure for 2014 and amounted to $8,320,000. The corresponding maximum grant date fair value for the RSU and PSU awards for the applicable years are as follows: for Mr. Wilson: $14,370,000 for 2014 and $5,124,998 for 2016; for Mr. Bot: $2,399,993 for 2016; for Mr. Shurrock, $1,893,746 for 2016; for Mr. Minetola: $1,249,980 for 2014 and $1,187,498 for 2016; and for Mr. Murphy: $937,493 for 2015 and $1,062,501 for 2016.

(4)

Dividends on equity held by our Named Executive Officers are not separately reported in this table. Assumptions used in the calculation of these amounts are included in Note 17, “Equity-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2017.

(5)

Due to nominal rounding to the nearest share and/or option, the sums of the 2016 Stock Awards and Options Awards in this Summary Compensation Table are not precisely the same as the figures in the “Size of Grants” table above in the Compensation Discussion and Analysis section.

(6)

Amounts include in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 for stock options.

(7)

Amounts included in this column include amounts paid as annual incentive compensation under our performance-based bonus plans. See footnote (8) below for additional information on Mr. Wilson’s 2015 and 2016 figures.

(8)

Mr. Wilson’s amounts in this column for 2014 and 2015 include the performance and time-based amounts paid in those years pursuant to the 2013 Long-Term Management Incentive Program (“2013 LTMIP”) based on the Compensation Committee’s conclusion that we needed additional incentives to

26

retain our then-employed Named Executive Officers, including Mr. Wilson. The awards under this program vested semi-annually over three years (2013 – 2015), with 12.5% of the award eligible for vesting in each of the first four semi-annual vesting dates (in 2013 and 2014) and 25% eligible for vesting in each of the last two semi-annual vesting dates (in 2015), in each case subject to Mr. Wilson’s continued employment with us and our compliance with our debt covenants. Payments to Mr. Wilson in respect of the 2013 LTMIP during 2014 and 2015 were also converted into British pounds at the time of payment; those amounts are converted back into US dollars in the table above using the exchange rates at the end of applicable year since the payments were made prior to the applicable year’s Annual Report on Form 10-K.

(9)

As detailed in footnote (4) above, any dividends paid to our Named Executive Officers are not included in All Other Compensation.

(10)

All amounts expressed for Messrs. Wilson, Bot, Murphy and Shurrock (with the exception of equity awards) were paid in British pounds and have been converted to US dollars at the applicable exchange rate for December 31 of the applicable year, i.e. 1.2358 US dollars to 1 British pound as of December 31, 2016, 1.4741 US dollars to 1 British pound as of December 31, 2015, and 1.5593 US dollars to 1 British pound as of December 31, 2014.

(11)

The benefits and perquisites for our Named Executive Officers set forth in the “All Other Compensation” column above are as follows:

NEO Benefits and Perquisites for 2016

Name	Pension/​ 401(k) Match ($)		Supplemental Cash Pension Allowance ($)		Travel Allowance ($)		Cash Car Allowance ($)		Housing Allowance ($)		Financial Planning ($)		Life Insurance ($)		Relocation Benefits ($)		Family Cover- Private Medical Insurance		Total ($)
Gordon A. Wilson, President, Chief Executive Officer and Director	​	0	​	101,954	​	6,179	​	39,546	​	—	​	6,260	​	2,221	​	—	​	1,124	​	157,284
Bernard Bot, Executive Vice President and Chief Financial Officer	​	12,100	​	—	​	—	​	18,908	​	30,519	​	2,743	​	1,514	​	63,379	​	2,248	​	131,411
Stephen Shurrock, Executive Vice President and Chief Commercial Officer	​	0	​	—	​	—	​	18,787	​	—	​	1,483	​	1,514	​	—	​	1,124	​	22,908
Matthew Minetola, Executive Vice President and Chief Information Officer	​	15,900	​	—	​	—	​	—	​	—	​	—	​	1,750	​	—	​	—	​	17,650
Thomas Murphy, Executive Vice President and General Counsel	​	5,108	​	—	​	—	​	18,908	​	—	​	0	​	1,252	​	—	​	1,124	​	26,392

Grants of Plan-Based Awards During 2016

On March 15, 2016, our Compensation Committee approved grants of RSUs, PSUs and stock options under the Omnibus Equity Plan to Messrs. Wilson, Minetola and Murphy. Mr. Shurrock received an award of RSUs, PSUs and stock options upon the commencement of his employment effective January 4, 2016. Mr. Bot received an award of RSUs and PSUs upon the commencement of his employment effective January 1, 2016.

The time-based RSUs will vest annually in four equal installments, the PSUs will cliff vest in three years based on our achievement of a cumulative three-year EPS goal that was established at the time of the grant and will have the possibility of an additional 100% vesting of the grant of such PSUs based on the achievement of a stretch EPS goal that was also established at the same time, and the stock options (using the method set forth above under Types of Equity Vehicles Used) will vest annually in four equal installments, each subject to and on the terms and conditions set forth in the award agreements. These grants were denominated in a total dollar value that was converted into a number of RSUs and PSUs based

27

upon the closing price on the business day immediately prior to the grant date and a number of stock options, using the Black-Scholes option valuation method. The grants to Messrs. Wilson, Murphy, Minetola and Shurrock were allocated 25%, 50% and 25% into RSUs, PSUs and stock options, respectively, while the grant to Mr. Bot was allocated between PSUs (60%) and RSUs (40%), as explained above.

​

​

​

​

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All Other Stock Awards: Number of Shares of Stock Units (#)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($/sh)

Grant Date Fair Value of Stock and Option Awards ($)(2)(3)

Name

Type of Award

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum ($)

Gordon A. Wilson President, Chief Executive Officer and Director

Non- Equity Incentive Plan

​

​

​

407,814

​

1,019,535

​

2,039,070

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs(4)

​

3/15/16

​

​

​

​

​

​

​

​

​

​

​

​

​

77,475

​

​

​

​

​

1,024,994

PSUs(5)

​

3/15/16

​

​

​

​

​

​

​

77,476

​

154,951

​

309,902

​

​

​

​

​

​

​

2,050,002

Options(6)

​

3/15/16

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

254,975

​

13.23

​

1,025,000

Bernard Bot Executive Vice President and Chief Financial Officer

Non- Equity Incentive Plan

​

​

​

185,370

​

463,425

​

926,850

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs(4)

​

1/1/16

​

​

​

​

​

​

​

​

​

​

​

​

​

46,512

​

​

​

​

​

600,005

PSUs(5)

​

1/1/16

​

​

​

​

​

​

​

34,884

​

69,767

​

139,534

​

​

​

​

​

​

​

899,994

Stephen Shurrock Executive Vice President and Chief Commercial Officer

Non- Equity Incentive Plan

​

​

​

185,370

​

463,425

​

926,850

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs(4)

​

1/4/16

​

​

​

​

​

​

​

​

​

​

​

​

​

29,360

​

​

​

​

​

378,744

PSUs(5)

​

1/4/16

​

​

​

​

​

​

​

29,361

​

58,721

​

117,442

​

​

​

​

​

​

​

757,501

Options(6)

​

1/4/16

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

86,670

​

12.90

​

378,748

Matthew Minetola Executive Vice President and Chief Information Officer

Non- Equity Incentive Plan

​

​

​

150,000

​

375,000

​

750,000

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs(4)

​

3/15/16

​

​

​

​

​

​

​

​

​

​

​

​

​

17,952

​

​

​

​

​

237,505

PSUs(5)

​

3/15/16

​

​

​

​

​

​

​

17,952

​

35,903

​

71,806

​

​

​

​

​

​

​

474,997

Options(6)

​

3/15/16

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

59,080

​

13.23

​

237,502

Thomas Murphy Executive Vice President and General Counsel

Non- Equity Incentive Plan

​

​

​

153,239

​

383,098

​

766,196

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs(4)

​

3/15/16

​

​

​

​

​

​

​

​

​

​

​

​

​

16,062

​

​

​

​

​

212,500

PSUs(5)

​

3/15/16

​

​

​

​

​

​

​

16,062

​

32,124

​

64,248

​

​

​

​

​

​

​

425,001

Options(6)

​

3/15/16

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

52,861

​

13.23

​

212,501

(1)

As noted in footnote (7) to the Summary Compensation Table above, these amounts reflect our 2016 annual performance-based bonus plan.

(2)

The PSUs granted in 2016 will be eligible to vest based on our achievement as compared to threshold (50%), target (100%) and stretch (200%) EPS goals set by the Compensation Committee, with pro-rata vesting if between threshold and target performance or between target and stretch performance.

(3)

These amounts reflect the grant date fair value of the award computed in accordance with FASB ASC Topic 718. See footnotes (2) and (6) to the Summary Compensation Table above. As noted in footnote (5) to the Summary Compensation Table above, due to nominal rounding to the nearest share and/or option, the sums of the 2016 Stock and Options Awards in this Grants of Plan-Based Awards Table are not precisely the same as the figures in the “Size of Grants” table above in the Compensation Discussion and Analysis section.

(4)

The RSUs granted in 2016 vest over four years in equal annual installments.

(5)

The PSUs granted in 2016 will be eligible to vest on April 15, 2019, with the vesting percentage to be based on our achievement of EPS goals. In the table above, the compensation expense for the PSUs awarded during 2016 is based on the assumption of achieving target performance, which would result in vesting of 100% of the PSUs. We have reflected vesting of 159% of such PSUs in our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016.

(6)

The stock options granted in 2016 vest over four years in equal annual installments.

28

Employment Agreements

We have employment or other written agreements with each of our Named Executive Officers, which supersede all prior understandings regarding their employment. Written employment agreements are market practice in the UK, where four of our Named Executive Officers are based. We have also granted our Named Executive Officers equity-based awards. The severance arrangements for our Named Executive Officers are described below under “— Potential Payments upon Termination of Employment or Change in Control.”

Gordon A. Wilson, President and Chief Executive Officer

Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a service agreement with Mr. Wilson on May 31, 2011 (as amended on November 7, 2012) in connection with Mr. Wilson’s assumption of the role of President and Chief Executive Officer. The service agreement continues until it is terminated by either party giving to the other at least 12 months prior written notice. If full notice is not given, we will pay base salary and benefits in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Wilson is eligible for a target annual bonus of 150% of his base annual salary. Mr. Wilson’s current base annual salary is £550,000.

Bernard Bot, Executive Vice President and Chief Financial Officer

Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a contract of employment with Mr. Bot effective January 1, 2016. Mr. Bot’s employment agreement with us continues until it is terminated by us giving at least 12 months prior written notice or Mr. Bot giving us six months prior written notice. If full notice is not given, we will pay base salary in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Bot is eligible for a target annual bonus of 100% of his base annual salary. Mr. Bot’s current base annual salary is £375,000.

Stephen Shurrock, Executive Vice President and Chief Commercial Officer

Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a contract of employment with Mr. Shurrock effective January 4, 2016. Mr. Shurrock’s employment agreement with us continues until it is terminated by us giving at least 12 months prior written notice or Mr. Shurrock giving us six months prior written notice. If full notice is not given, we will pay base salary in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Shurrock is eligible for a target annual bonus of 100% of his base annual salary. Mr. Shurrock’s current base annual salary is £375,000.

Matthew Minetola, Executive Vice President and Chief Information Officer

Travelport, LP, our wholly-owned, indirect subsidiary, entered into a letter agreement with Mr. Minetola, pursuant to which his employment with us commenced on December 1, 2014. Mr. Minetola is eligible for a target annual bonus of 100% of his base annual salary. Mr. Minetola’s current base annual salary is $375,000.

Thomas Murphy, Executive Vice President and General Counsel

Travelport International Limited, our wholly-owned, indirect subsidiary, entered into a contract of employment with Mr. Murphy effective January 12, 2015. Mr. Murphy’s employment agreement with us continues until it is terminated by either party giving to the other at least six months prior written notice. If full notice is not given, we will pay base salary in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Murphy is eligible for a target annual bonus of 100% of his base annual salary. Mr. Murphy’s current base annual salary is £310,000.

Restrictive Covenants

As a result of the restrictive covenants contained in their employment agreements and/or equity award agreements, each of the Named Executive Officers has agreed not to disclose, or retain and use for his own benefit or benefit of another person our confidential information. Each Named Executive Officer has also

29

agreed not to directly or indirectly compete with us, not to solicit our employees or clients, engage in, or directly or indirectly manage, operate, or control or join our competitors, or compete with us or interfere with our business or use his status with us to obtain goods or services that would not be available in the absence of such a relationship to us. Each equity award agreement provides that these restrictions are in place during their employment and for two years thereafter. In the case of Messrs. Wilson, Bot, Shurrock and Murphy, the restrictions contained in their employment agreements are effective during their employment and for a period of 12 months thereafter. Should we exercise our right to place Messrs. Wilson, Bot, Shurrock or Murphy on “garden leave,” the period of time that they are on such leave will be subtracted from and thereby reduce the post-termination length of time that they are subject to these restrictive covenants in their employment agreement.

In addition, each of the Named Executive Officers has agreed to grant us a perpetual, non-exclusive, royalty-free, worldwide, and assignable and sub-licensable license over all intellectual property rights that result from their work while employed with us.

Outstanding Equity Awards at 2016 Fiscal-Year End

​

​

Option Awards

Stock Awards

Name

Type of Award

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock that have not Vested (#)

Market Value of Shares or Units of Stock that have not Vested ($)(4)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(4)

Gordon A. Wilson, President, Chief Executive Officer and Director

2014 RSUs(1)

​

​

​

​

​

​

​

​

​

34,375

​

484,688

​

​

​

​

2014 PSUs(2)(5)

​

​

​

​

​

​

​

​

​

275,000

​

3,877,500

​

​

​

​

2014 Options(3)

​

85,938

​

85,937

​

16.00

​

9/25/2024

​

​

​

​

​

​

​

​

2016 RSUs(1)

​

​

​

​

​

​

​

​

​

77,475

​

1,092,398

​

​

​

​

2016 PSUs(2)(6)

​

​

​

​

​

​

​

​

​

​

​

​

​

309,902

​

4,369,618

2016 Options(3)

​

0

​

254,975

​

13.23

​

3/15/2026

​

​

​

​

​

​

​

​

Bernard Bot, Executive Vice President and Chief Financial Officer

2016 RSUs(1)

​

​

​

​

​

​

​

​

​

46,512

​

655,819

​

​

​

​

2016 PSUs(2)(6)

​

​

​

​

​

​

​

​

​

​

​

​

​

139,534

​

1,967,429

Stephen Shurrock, Executive Vice President and Chief Commercial Officer

2016 RSUs(1)

​

​

​

​

​

​

​

​

​

29,360

​

413,976

​

​

​

​

2016 PSUs(2)(6)

​

​

​

​

​

​

​

​

​

​

​

​

​

117,442

​

1,655,932

2016 Options(3)

​

0

​

86,670

​

12.90

​

1/4/2026

​

​

​

​

​

​

​

​

Matthew Minetola, Executive Vice President and Chief Information Officer

2014 RSUs(1)

​

​

​

​

​

​

​

​

​

7,204

​

101,576

​

​

​

​

2014 PSUs(2)(5)

​

​

​

​

​

​

​

​

​

57,636

​

812,668

​

​

​

​

2014 Options(3)

​

18,012

​

18,011

​

17.35

​

12/1/2024

​

​

​

​

​

​

​

​

2015 Options(3)

​

13,617

​

40,849

​

13.15

​

9/8/2025

​

​

​

​

​

​

​

​

2016 RSUs(1)

​

​

​

​

​

​

​

​

​

17,952

​

253,123

​

​

​

​

2016 PSUs(2)(6)

​

​

​

​

​

​

​

​

​

​

​

​

​

71,806

​

1,012,465

2016 Options(3)

​

0

​

59,080

​

13.23

​

3/15/2026

​

​

​

​

​

​

​

​

Thomas Murphy, Executive Vice President and General Counsel

2015 RSUs(1)

​

​

​

​

​

​

​

​

​

5,877

​

82,866

​

​

​

​

2015 PSUs(2)(5)

​

​

​

​

​

​

​

​

​

47,022

​

663,010

​

​

​

​

2015 Options(3)

​

14,695

​

14,694

​

15.95

​

1/12/2025

​

​

​

​

​

​

​

​

2016 RSUs(1)

​

​

​

​

​

​

​

​

​

16,062

​

226,474

​

​

​

​

2016 PSUs(2)(6)

​

​

​

​

​

​

​

​

​

​

​

​

​

64,248

​

905,897

2016 Options(3)

​

0

​

52,861

​

13.23

​

3/15/2026

​

​

​

​

​

​

​

​

(1)

The RSUs granted in 2014, 2015 and 2016 vest over four years in equal annual installments.

(2)

The PSUs granted in 2014 and 2015 will vest on October 15, 2017 at stretch (200%), subject to the executive’s continued employment with us through the vesting date. The PSUs granted in 2016 will vest on April 15, 2019 based on our achievement of cumulative EPS goals.

30

(3)

The options granted in 2014, 2015 and 2016 vest over four years in equal annual installments.

(4)

Based on the closing price of our common shares on December 31, 2016.

(5)

Based on performance of certain financial targets at stretch (maximum). The PSUs granted in 2014 and 2015 will vest, subject to continued employment through October 15, 2017 and the other terms and conditions set forth in the award agreements, at stretch (200%) as we have achieved the 2015-2016 cumulative EPS stretch goal established by the Compensation Committee, as described in further detail above.

(6)

Based on the performance of certain financial targets at stretch (200%). The PSUs granted in 2016 will vest, subject to continued employment through April 15, 2019 and the other terms and conditions set forth in the award agreements, based on our achievement of cumulative EPS goals for 2016-2018 established by the Compensation Committee. See footnote (5) to the Grants of Plan-Based Awards During 2016 table for the compensation expense accounted for these awards.

Option Exercises and Stock Vested in 2016(1)

​	​	​	Stock Awards
Name	Plan or Award Type		Number of Company Shares Becoming Vested During the Year		Value Realized on Vesting ($)
Gordon A. Wilson, President, Chief Executive Officer and Director	​	2014 RSUs	​	17,187	​	244,399
Bernard Bot, Executive Vice President and Chief Financial Officer	​	—	​	—	​	—
Stephen Shurrock, Executive Vice President and Chief Commercial Officer	​	—	​	—	​	—
Matthew Minetola, Executive Vice President and Chief Information Officer	​	2014 RSUs	​	3,602	​	51,220
Thomas Murphy, Executive Vice President and General Counsel	​	2015 RSUs	​	2,939	​	41,793

(1)

The vesting events reflected in this table include the October 15, 2016 vesting of RSUs granted in 2014 (for Messrs. Wilson and Minetola) and 2015 (for Mr. Murphy). Messrs. Bot and Shurrock did not have any equity awards that vested in 2016. None of our Named Executive Officers exercised any vested stock options in 2016.

Pension Benefits in 2016

None of our Named Executive Officers are currently participating in a defined benefit plan sponsored by us or our subsidiaries and affiliates.

Non-qualified Deferred Compensation in 2016

All amounts disclosed in this table relate to our Travelport Officer Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows certain executives in the US to defer a portion of their compensation until a later date (which can be during or after their employment), and to receive an employer match on their contributions. In 2016, this compensation included base salary, deal/transaction bonuses, discretionary bonuses and annual bonuses, and the employer match was 100% of employee contributions of up to 6% of the relevant compensation amount. Each participant can elect to receive a single lump payment or annual installments over a period up to 10 years.

31

In contrast to the Summary Compensation Table and other tables that reflect amounts paid in respect of fiscal year 2016, the table below reflects deferrals and other contributions occurring in 2016 regardless of the year for which the compensation relates, i.e. the amounts below include amounts deferred in 2016 in respect of 2015 but not amounts deferred in 2017 in respect of 2016.

Messrs. Wilson, Bot, Shurrock and Murphy participate in a UK defined contribution pension scheme that is similar to a 401(k) plan and, therefore, are not included in this table because they are not eligible for the Deferred Compensation Plan.

Name

Beginning Balance at Prior Fiscal Year (“FY”) End (“FYE”) (12/31/2015) ($)

Executive Contributions in Last FY ($)

Company Contributions in Last FY ($)

Aggregate Earnings in Last FY ($)

Aggregate Withdrawals/​ Distributions ($)

Aggregate Balance at Last FYE (12/31/2016) ($)

Matthew Minetola, Executive Vice President and Chief Information Officer

​

4,463

​

0

​

0

​

364

​

0

​

4,827

Potential Payments Upon Termination of Employment and/or Change in Control

The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which our Named Executive Officers would be entitled upon termination of employment on December 31, 2016.

Current	Cash Severance Payment ($)		Acceleration and Continuation of Equity(1) ($)		Total Termination Benefits ($)
Gordon A. Wilson	​		​		​
Voluntary retirement	​	0	​	0	​	0
Involuntary termination	​	3,398,450	​	6,709,769	​	10,108,219
Change in Control (CIC)	​	0	​	0	​	0
Involuntary or good reason termination after CIC	​	3,398,450	​	5,922,472	​	9,320,922
Bernard Bot	​		​		​
Voluntary retirement	​	0	​	0	​	0
Involuntary termination	​	0	​	1,278,250	​	1,278,250
Change in Control (CIC)	​	0	​	0	​	0
Involuntary or good reason termination after CIC	​	0	​	1,639,534	​	1,639,534
Stephen Shurrock	​		​		​
Voluntary retirement	​	0	​	0	​	0
Involuntary termination	​	0	​	1,058,869	​	1,058,869
Change in Control (CIC)	​	0	​	0	​	0
Involuntary or good reason termination after CIC	​	0	​	1,345,946	​	1,345,946
Matthew Minetola	​		​		​
Voluntary retirement	​	0	​	0	​	0
Involuntary termination	​	750,000	​	1,478,067	​	2,228,067
Change in Control (CIC)	​	0	​	0	​	0
Involuntary or good reason termination after CIC	​	750,000	​	1,357,472	​	2,107,472
Thomas Murphy	​		​		​
Voluntary retirement	​	0	​	0	​	0
Involuntary termination	​	0	​	1,239,559	​	1,239,559
Change in Control (CIC)	​	0	​	0	​	0
Involuntary or good reason termination after CIC	​	0	​	1,139,782	​	1,139,782

(1)

Based on the closing price of our common shares on December 31, 2016.

32

Accrued Pay and Regular Retirement Benefits.   The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to our salaried employees generally upon termination of employment, such as:

•

accrued base salary and vacation pay (if applicable);

•

earned but unpaid bonuses; and

•

distributions of plan balances under our 401(k) plan.

Deferred Compensation.   The amounts shown in the table above do not include distributions of plan balances under our Deferred Compensation Plan. Those amounts are shown in the Non-qualified Deferred Compensation in 2016 table.

Death and Disability.   A termination of employment due to death or disability does not entitle the Named Executive Officers to any payments or benefits that are not available to salaried employees generally.

Exercise of Stock Options.   Our executives generally may exercise all or any part of the vested portion of the stock options granted to them by the Company at any time prior to the earliest of  (a) the tenth anniversary of the date of the effective date of the grant of stock options; (b) the date of an executive’s termination for cause or violation of any of the provisions of restrictive covenants with the Company; (c) 30 days following an executive’s voluntary resignation (which does not include a constructive termination, if applicable); or (d) 90 days following the date of an executive’s termination for any other reason, in each case subject to the terms of the Omnibus Equity Plan and the applicable award agreement.

Involuntary and Constructive Termination and Change-in-Control Severance Pay.

Certain of our Named Executive Officers are entitled to severance pay and benefits (as set forth in more detail below) in the event that their employment is terminated by us without cause or, in the case of Messrs. Wilson, Bot, Shurrock and Murphy, a resignation due to fundamental breach of contract. The amounts shown in the table above are for such “involuntary or constructive terminations” and are based on the following assumptions and provisions in the relevant agreements:

•

Covered terminations generally.   Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a fundamental breach of contract.

•

Covered terminations following a Change in Control.   Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a fundamental breach of contract following a change in control.

•

Cash severance payment.   For Mr. Wilson, this represents two times the sum of his base annual salary and target annual bonus. For Mr. Minetola, this represents a cash severance payment of one times his base annual salary plus pro-rata annual target bonus for 2016. We are also required to give Messrs. Wilson, Bot, and Shurrock 12 months (for Mr. Murphy, six months) of notice or pay in lieu of notice, which is not reflected in the table above. In the case of Mr. Minetola, he must execute, deliver and not revoke a separation agreement and general release in order to receive these benefits.

•

Acceleration and continuation of equity awards.   For the outstanding grants of RSUs, PSUs and stock options, upon a termination by us without cause, our Named Executive Officers receive pro-rata vesting (in the case of RSUs and stock options, since the last vesting date) for time served plus an additional 12 months, with PSUs based on the actual EPS result (which, for purposes of the table above, uses stretch (200%) for PSUs granted in 2014 and 2015 and an interpolation between target and stretch (159%) for PSU grants in 2016, as reflected in our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016). In addition, upon termination without cause or as a result of a constructive termination, in either case following a change in control, our Named Executive Officers will vest in all previously unvested and outstanding RSUs, PSUs (at target) and stock options. Finally, any accelerated vesting of outstanding equity awards is subject to the executive’s execution of a suitable separation agreement and general release.

33

•

Payments Upon Change in Control Alone.   The change in control provisions in the current employment agreements and equity award agreements relating to outstanding awards for our Named Executive Officers do not provide for any special vesting upon a change in control alone, and severance payments are made only if the executive suffers a covered termination of employment.

Compensation of Directors

All of our current non-employee directors receive compensation for their service as a director, and all of our directors receive reimbursement of expenses incurred from their attendance at meetings of our Board of Directors. Directors who are also our employees (only Mr. Wilson) receive no separate compensation for service on the Board of Directors.

Our Board of Directors has adopted a compensation program for our non-employee directors (the “Independent Director Compensation Policy”). Pursuant to the Independent Director Compensation Policy, certain members of our Board who are not our employees receive the following cash compensation for service as a Board member, as applicable:

•

$75,000 per year for service as a Board member (other than the Chairman of the Board);

•

$25,000 per year for service as chairperson of the Audit Committee and $20,000 per year for service as chairperson of the Compensation Committee or the Nominating and Corporate Governance Committee; and

•

$10,000 per year for service as a member of each of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee.

In addition, pursuant to the Independent Director Compensation Policy, our current non-employee directors (other than the Chairman of the Board of Directors) receive annual, automatic, non-discretionary grants of RSUs (with one-year cliff vesting) with an initial value of  $125,000.

As compensation for his service as Chairman of our Board of Directors, Mr. Steenland receives $150,000 per year payable in cash and $325,000 payable in RSUs with one-year cliff vesting, which is inclusive of his services on any committees. In addition, effective March 1, 2016, Ms. Buse receives an additional $125,000 per year for her service on the board of directors of eNett, our majority-owned subsidiary.

Our Independent Director Compensation Policy provides that the equity awards to non-employee directors shall be granted under, and shall be subject to, the terms and provisions of our Omnibus Equity Plan and shall be granted subject to the execution and delivery of award agreements. Beginning in 2016, our non-employee directors had the right to defer delivery of common shares upon vesting of RSUs until they leave our Board of Directors.

It is expected that each non-employee director shall own common shares equal in value to three times the annual Board cash retainer, except in the case of the Chairman of the Board of Directors, whose ownership of common shares shall be equal to four times the annual Board cash retainer. The Compensation Committee shall periodically review the share ownership guidelines for non-employee directors. Generally, each non-employee director has five years from the date they become subject to the guidelines to meet the applicable ownership threshold.

34

The following table contains compensation information for our non-employee directors for the year ended December 31, 2016:

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Total ($)
Douglas M. Steenland, Chairman	​	150,000	​	325,000	​	475,000
Elizabeth L. Buse, Director	​	189,396(3)	​	125,000	​	314,396
Douglas A. Hacker, Director	​	105,000	​	125,000	​	230,000
Michael J. Durham, Director	​	100,000	​	125,000	​	225,000
Steven R. Chambers, Director	​	85,000	​	125,000	​	210,000
Scott E. Forbes, Director	​	39,266(4)	​	125,000	​	164,266
Gavin Baiera, Former Director	​	0	​	0	​	0
Gregory Blank, Former Director	​	0	​	0	​	0

(1)

Reflects all fees paid to our non-employee directors with respect to 2016 but does not include travel or other business-related reimbursements.

(2)

As with the Stock Awards (share awards) set forth in the Summary Compensation Table above, and consistent with footnote (2) to that table, amounts included in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Dividends on equity held by our directors are not separately reported in this table.

(3)

Ms. Buse’s cash fee for her service on the board of directors of eNett was pro-rated for 2016.

(4)

Mr. Forbes joined our Board effective July 15, 2016, and the cash fee paid to him was pro-rated for 2016.

35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common shares as of April 20, 2017 with respect to:

•

each beneficial owner of more than 5% of our issued and outstanding common shares;

•

each of our Named Executive Officers;

•

each of our directors; and

•

all of our directors and our executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be issued and outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated common shares. Unless otherwise noted, the address of each beneficial owner is Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom.

Name and Address of Beneficial Owner	Number of Common Shares Beneficially Owned		Percentage of Common Shares Beneficially Owned
FMR LLC(1)	​	8,221,808	​	6.61%
HG Vora Special Opportunities Master Fund Ltd.(2)	​	7,500,000	​	6.03%
BlackRock, Inc.(3)	​	7,299,510	​	5.87%
Gordon A. Wilson(4)	​	860,178	​	*
Bernard Bot	​	6,162	​	*
Matthew Minetola(5)	​	54,190	​	*
Stephen Shurrock(6)	​	25,558	​	*
Thomas Murphy(7)	​	33,152	​	*
Rosemary Thomson	​	—	​	*
Douglas M. Steenland(8)	​	387,143	​	*
Elizabeth L. Buse(9)	​	25,824	​	*
Steven R. Chambers(10)	​	14,206	​	*
Michael J. Durham(11)	​	35,824	​	*
Scott E. Forbes	​	—	​	*
Douglas A. Hacker(12)	​	41,449	​	*
John B. Smith	​	—	​	*
All directors and executive officers as a group (13 individuals)	​	1,483,686	​	1.19%

*

Less than 1%

(1)

Based solely on the Schedule 13G/A filed by FMR LLC with the SEC on February 14, 2017. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

36

(2)

Based on the Schedule 13G filed by HG Vora Special Opportunities Master Fund Ltd. with the SEC on March 10, 2017. The address of HG Vora Special Opportunities Master Fund Ltd. is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.

(3)

Based on the Schedule 13G filed by BlackRock, Inc. with the SEC on January 30, 2017. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4)

Includes 149,682 time-vested non-qualified stock options that are vested and exercisable within 60 days of April 20, 2017.

(5)

Includes 46,399 time-vested non-qualified stock options are vested and exercisable within 60 days of April 20, 2017.

(6)

Includes 21,668 time-vested non-qualified stock options that are vested and exercisable within 60 days of April 20, 2017.

(7)

Includes 27,910 time-vested non-qualified stock options that are vested and exercisable within 60 days of April 20, 2017.

(8)

Includes (i) 320,000 time-vested non-qualified stock options that are vested and exercisable within 60 days of April 20, 2017 and (ii) 23,466 time-vested RSUs that will vest on June 8, 2017, the receipt of which has been deferred until Mr. Steenland’s termination of service.

(9)

Includes 9,025 time-vested RSUs that will vest on June 8, 2017, the receipt of which has been deferred until Ms. Buse’s termination of service.

(10)

Includes 9,025 time-vested RSUs that will vest on June 8, 2017, the receipt of which has been deferred until Mr. Chambers’s termination of service.

(11)

Includes 9,025 time-vested RSUs that will vest on June 8, 2017.

(12)

Includes 9,025 time-vested RSUs that will vest on June 8, 2017, the receipt of which has been deferred until Mr. Hacker’s termination of service.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about our common shares that may be issued upon the exercise of options and restricted share units (time-based and performance-based) under our existing equity compensation plans as of December 31, 2016:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Share Units		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Excluding Restricted Share Units) ($)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(c)
Equity compensation plans approved by security holders(a)	​	5,465,294	​	$	13.94	​	9,177,925
Equity compensation plans not approved by security holders(b)	​	1,140,122	​	$	12.17	​	2,430,262
Total	​	6,605,416	​	$	13.58	​	11,608,187

(a)

Includes the following options and other awards granted under the Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan, which was approved by our shareholders in June 2016. These figures have been adjusted to reflect the expected 200% vesting of certain PSUs granted between September 2014 and January 2015 based on aggregate EPS results for 2015 and 2016.

37

Options	2,166,066
RSUs	1,136,844
PSUs	2,162,384
Total	5,465,294

(b)

Includes the following options and other awards granted under the Travelport Worldwide Limited 2013 Equity Plan, which was established prior to our IPO. These figures have been adjusted to reflect the expected 200% vesting of certain PSUs granted between September 2014 and March 2015 based on aggregate Adjusted EPS results for 2015 and 2016.

Options	554,448
RSUs	127,248
PSUs	458,426
Total	1,140,122

Also includes the following awards granted under the Travelport Worldwide Limited 2015 MTT Incentive Plan (the “MTT Plan”), which was established pursuant to an exemption from approval by security holders under the NYSE rules:

RSUs	131,215
PSUs	286,335
Total	417,550

The weighted average remaining contractual term of options outstanding as of December 31, 2016 (including options granted under equity compensation plans approved by security holders) was 7.91 years.

(c)

The shares available for grant under plans not approved by shareholders includes 252,579 common shares available for issuance under the Travelport Worldwide Limited 2013 Equity Plan and 2,177,683 common shares available for issuance under the Travelport Worldwide Limited 2014 Employee Share Purchase Plan. No additional common shares are available for issuance under the MTT Plan. The Travelport Worldwide Limited 2013 Equity Plan, the Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan and the Travelport Worldwide Limited 2014 Employee Share Purchase Plan are more fully described in Note 17 — “Equity-Based Compensation” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 21, 2017. The MTT Plan is substantially the same as the Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan other than the MTT Plan was created specifically to issue restricted share unit awards to certain executives of MTT in the context of our acquisition of MTT in July 2015.

38

RELATED PARTY TRANSACTIONS

Commercial Transactions with Affiliated Companies

The Blackstone Group (“Blackstone”), a former shareholder, has ownership interests in a broad range of companies and has affiliations with other companies. We have entered into commercial transactions on an arms-length basis in the ordinary course of our business with these companies, including the sale of goods and services and the purchase of goods and services. For example, through March 31, 2016, we recorded revenue of approximately $7 million and $2 million, respectively, from Hilton Hotels Corporation and Wyndham Hotel Group, which are Blackstone portfolio companies, in connection with Travel Commerce Platform booking fees received. Other than as described herein, none of these transactions or arrangements is material. Effective March 15, 2016, Blackstone is no longer a shareholder or related party.

Registration Rights Agreement

In connection with our comprehensive refinancing in 2013, we entered into a Registration Rights Agreement pursuant to which we may be required to register the sale of our common shares held by certain existing holders. Under the Registration Rights Agreement, certain holders have the right to request us to register the sale of their common shares and may require us to make available shelf registration statements permitting sales of common shares into the market from time to time over an extended period. In addition, substantially all holders of our common shares prior to our IPO have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other holders or initiated by us.

Review, Approval or Ratification of Related Person Transactions

Our Audit Committee is responsible for the review, approval or ratification of  “related-person transactions” between us or our subsidiaries and related persons. “Related person” refers to a person or entity who is, or at any point since the beginning of the last fiscal year was, a director, officer, nominee for director, or 5% shareholder of us and their immediate family members. Our Audit Committee has adopted a Related Parties Transaction Policy regarding the approval of related-person transactions. The Audit Committee applies its review procedures as a part of its standard operating procedures.

As a general matter, under our Related Party Transactions Policy, related-party transactions where the amount involved could reasonably be expected to exceed $120,000 in any calendar year and material amendments or modifications of any such transaction are submitted to the Audit Committee for review and approval before the transaction is consummated. If advance approval of a related-person transaction is not obtained, then the transaction must be submitted to the Audit Committee for ratification, as soon as reasonably practicable, but in any event, at the Audit Committee’s next regularly scheduled meeting. If the Audit Committee does not ratify a related-person transaction that has been consummated without its approval, the Audit Committee will, in consultation with our General Counsel, consider whether additional action is necessary, such as terminating the transaction on a prospective basis, rescinding or modifying it in a manner that would facilitate ratification by the Audit Committee.

In the course of its review and approval or ratification of a related-person transaction, as provided in the Audit Committee’s charter and under our Related Party Transactions Policy, the Audit Committee considers:

•

the nature of the related-person’s interest in the transaction;

•

the material terms of the transaction, including the amount involved and type of transaction;

•

the importance of the transaction to the related person and to us;

•

whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•

any other matters the Audit Committee deems appropriate.

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Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee at which the transaction is considered.

40

REPORT OF THE AUDIT COMMITTEE

Management has the primary responsibility for the consolidated financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing independent audits of the Company’s consolidated financial statements and on the effectiveness of the Company’s internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing their reports thereon.

In performing its oversight function, the Audit Committee discussed the consolidated financial statements with management and the independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed under the rules adopted by the PCAOB.

In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from the Company and its management, and the independent auditors provided to the Audit Committee the written disclosures and letter required from the independent auditors by applicable requirements of the PCAOB.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations and the evaluations of the Company’s internal controls.

Based on the reviews and discussions referred to above and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC. The Audit Committee also has recommended the selection of the Company’s independent auditors for fiscal year 2017.

THE AUDIT COMMITTEE
Michael Durham, Chairman
Scott Forbes
Douglas Hacker

41

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common shares to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. As a practical matter, the Company assists its directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf. We reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act. Based solely on that review, we believe that during 2016, all filings required to be made under Section 16(a) were timely made in accordance with the requirements of the Exchange Act.

SHAREHOLDER ENGAGEMENT

We regularly conduct engagement and outreach efforts in order to communicate with existing and prospective shareholders, lenders, research analysts, rating agencies, governance firms and others. In 2016, our key engagement activities included numerous group and one-on-one investor meetings, conference calls following each of our quarterly earnings releases and presentations at various investor conferences. Numerous members of management, in addition to our Chief Executive Officer and Chief Financial Officer, participated in these activities, each of which contained opportunities for shareholders and other constituents to ask questions and provide feedback to management.

Our Investor Relations department is the key point of contact for shareholder interaction with the Company. Shareholders and other interested parties may access investor information about us through our website at www.travelport.com. The Investor Relations department coordinates institutional investor meetings with management, appearances at investor conferences and our quarterly earnings calls.

42

PROPOSALS TO BE VOTED ON AT MEETING

PROPOSAL NO. 1:
ELECTION OF DIRECTORS

The Board has nominated Messrs. Steenland, Chambers, Durham, Forbes, Hacker, Smith and Wilson and Ms. Buse to be elected at the Meeting to serve as directors for a one-year term ending at the 2018 annual general meeting of shareholders or until his or her successor is duly elected or appointed or until his or her office is otherwise vacated. All of the nominees for director are incumbent nominees and, other than Messrs. Forbes and Smith, were each elected for one-year terms at the 2016 annual general meeting of shareholders. Mr. Forbes was appointed by the Board to fill a vacancy on the Board at a meeting of the Board of Directors on July 15, 2016, and Mr. Smith was appointed by the Board to fill a vacancy on the Board by unanimous written resolution of the Board on January 23, 2017, effective March 1, 2017. For certain information regarding each nominee, see “Board of Directors—Biographical Information for Nominees” above.

Each nominee has consented to being named in this Proxy Statement and to serve if elected. If, prior to the Meeting, any nominee should become unavailable to serve, proxies may be voted for another person nominated as an alternative by the Board, or a vacancy on the Board may exist until the Board appoints a person as a director to fill such vacancy or the Board may reduce the number of directors on the Board in accordance with the bye-laws to eliminate such vacancy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH NOMINEE AS A DIRECTOR.

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PROPOSAL NO. 2:
APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITORS’ REMUNERATION

The Audit Committee of the Board has recommended and asks that you appoint Deloitte LLP as independent auditors to audit the accounts of the Company for the fiscal year ending December 31, 2017 and authorize the Audit Committee to determine the independent auditors’ remuneration. According to Bermuda law, an auditor is appointed for a one-year term beginning at the annual general meeting at which it is appointed and continuing until the close of the next annual general meeting.

The affirmative vote of a majority of the votes cast on the proposal is required to make such appointment and to authorize the Audit Committee to determine the independent auditors’ remuneration. If an auditor is not appointed by a majority of the votes cast at the Meeting, the Audit Committee will appoint Deloitte LLP as the independent auditors to audit the accounts of the Company for the fiscal year ending December 31, 2017, and the Audit Committee will determine the independent auditors’ remuneration. Abstentions will have no effect on the outcome of this proposal.

Independent Registered Public Accounting Firm

Deloitte LLP served as the Company’s independent auditors for the fiscal year ended December 31, 2016. A representative of Deloitte LLP is expected to be present at the Meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions of shareholders.

Principal Accounting Firm Fees.   Fees billed to us by Deloitte LLP, the member firm of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”), during the years ended December 31, 2016 and 2015 were as follows:

Audit Fees.   The aggregate fees billed for the audit of our annual financial statements for each of the years ended December 31, 2016 and 2015, the reviews of the unaudited consolidated condensed financial statements included in our Quarterly Reports on Form 10-Q and statutory audits were $4.0 million.

Audit-Related Fees.   The aggregate fees billed for audit-related services were $0.3 million for each of the years ended December 31, 2016 and 2015, respectively. These fees relate primarily to audits of employee benefit plans, reviewing internal controls and other attest services primarily for comfort letters and consents related to SEC and other registration statements.

Tax Fees.   The aggregate fees billed for tax services during the years ended December 31, 2016 and 2015 were $1.9 million and $3.1 million, respectively. These fees relate to tax compliance, tax advice and tax planning for the years ended December 31, 2016 and 2015, including a multi-year tax restructuring program.

Other Fees.   Other than the aforementioned fees, there were no other fees charged to us by Deloitte LLP during 2016 and 2015.

Our Audit Committee considered the non-audit services provided by the Deloitte Entities and determined that the provision of such services was compatible with maintaining the Deloitte Entities’ independence. Our Audit Committee also adopted a policy prohibiting Travelport from hiring the Deloitte Entities’ personnel at the manager or partner level, who have been directly involved in performing auditing procedures or providing accounting advice to us, in any role in which such person would be in a position to influence the contents of our financial statements. Our Audit Committee is responsible for appointing our independent auditors and approving the terms of the independent auditors’ services. Our Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent auditors, as described below.

All services performed by the independent auditors in 2016 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its December 14, 2015 meeting. This policy describes the permitted audit, audit-related, tax and other services (collectively, the “Disclosure

44

Categories”) that the independent auditors may perform. The policy requires that prior to the beginning of each fiscal year, a description of the services (the “Service List”) anticipated to be performed by the independent auditor in each of the Disclosure Categories in the ensuing fiscal year be presented to the Audit Committee for approval.

Any requests for audit, audit-related, tax and other services not contemplated by the Service List must be submitted to the Audit Committee for specific pre-approval, except for de minimis amounts under certain circumstances as described below, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the authority to grant specific pre-approval between meetings may be delegated to one or more members of the Audit Committee. The member or members of the Audit Committee to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services under certain circumstances. Services provided by the Deloitte Entities during 2016 and 2015 under this provision were approximately $0 million for each of these years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPOINTMENT OF DELOITTE LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND AUTHORIZATION OF THE AUDIT COMMITTEE TO DETERMINE THE INDEPENDENT AUDITORS’ REMUNERATION.

45

PROPOSAL NO. 3:
ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, the Company is asking its shareholders to approve a non-binding advisory resolution to approve the compensation of its Named Executive Officers as follows:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed pursuant to the compensation rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, and any related material disclosed in this proxy statement, is hereby APPROVED.”

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers, as described in this proxy statement.

Our executive compensation program is tied directly to the performance of our business using metrics we believe indicate the success of our business to ultimately create value for our shareholders. As described in the Compensation Discussion and Analysis section of this proxy statement, we have strived to create an executive compensation program that provides both short-term and long-term payments and awards, in order to:

•

attract and retain talent from within the highly competitive global marketplace;

•

ensure a performance-based delivery of pay that aligns our Named Executive Officers’ rewards with our shareholders’ interests;

•

compensate our Named Executive Officers in a manner that incentivizes them to manage our business to meet our long-term objectives;

•

compensate our Named Executive Officers in a manner commensurate with their and our performance; and

•

promote a long-term commitment to us.

We believe that the 2016 compensation for our Named Executive Officers is consistent with this philosophy. In addition, we believe our emphasis on performance-based compensation, mixed between short and long-term incentives, further aligns our executives’ interests with our shareholders’ interests. Please read our Compensation Discussion and Analysis for a more detailed explanation of our executive compensation program and practices.

This vote is advisory only and, therefore, it will not be binding on the Company, the Compensation Committee or our Board, nor will it overrule any prior decision or require the Board or the Compensation Committee to take any action. However, the Compensation Committee and our Board value the opinions of our shareholders and to the extent there is any significant vote against the compensation of our Named Executive Officers as disclosed in this proxy statement, the Compensation Committee and our Board will consider shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE RESOLUTION SET FORTH ABOVE.

46

Shareholder Proposals for 2018 Annual General Meeting

Proposals received from shareholders are given careful consideration by the Company in accordance with Rule 14a-8 under the Exchange Act. Shareholder proposals are eligible for consideration for inclusion in the proxy statement for the 2018 annual general meeting of shareholders if they are received by the Company on or before March 18, 2018. Any proposal should be directed to the attention of the Corporate Secretary, Travelport Worldwide Limited, Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom. In order for a shareholder proposal submitted outside of Rule 14a-8 to be considered “timely” within the meaning of Rule 14a-4(c), such proposal must be received by the Company not later than the last date for submission of shareholder proposals under the Company’s bye-laws. In order for a proposal to be “timely” under the Company’s bye-laws, it must be received not less than ninety (90) days (i.e., March 18, 2018) nor more than one hundred and twenty (120) days (i.e., February 16, 2018) before the anniversary date of the immediately preceding annual general meeting of shareholders; provided, however, in the event that the annual general meeting of shareholders is called for on a date that is greater than thirty (30) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual general meeting of shareholders was mailed or such public disclosure of the date of the annual general meeting of shareholders was made, whichever occurs first. Shareholder proposals should be in the proper written form required by our bye-laws.

In addition, Section 79 of the Companies Act 1981, as amended of Bermuda provides that shareholders representing either (i) 5% or more of the total voting rights eligible to vote at the annual general meeting at the date the notice is given to the Company or (ii) not less than 100 shareholders may propose any resolution which may be properly moved at the annual general meeting. Upon timely receipt of notice, we will, at the expense of the shareholder(s) proposing the resolution, give our shareholders entitled to receive notice of the next annual general meeting of shareholders notice of the proposed resolution. To be timely, the proposal must be deposited at our registered office at least six weeks before the next annual general meeting of shareholders. Shareholders satisfying the criteria of Section 79 may also require us to circulate, at the expense of the shareholder(s), a statement not exceeding 1,000 words with respect to any matter referred to in any proposed resolution or the business to be dealt with at the annual general meeting by providing notice deposited at our registered office not less than one week prior to the annual general meeting of shareholders.

Additional Information

Eliminating Duplicate Mailings.   If you share an address with other shareholders of the Company, you may receive notification that you are being sent only a single copy of proxy materials (including a copy of the proxy statement and the 2016 Annual Report on Form 10-K) or a single Notice, as applicable, unless your bank, broker or other intermediary that provides the notification receives contrary instructions from the affected shareholders. This practice, permitted under SEC rules and commonly referred to as “householding,” is designed to provide extra convenience for shareholders and potential cost savings for companies.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials or Notice, as applicable, please notify your broker if your Common Shares are held in a brokerage account or the Company if you hold registered Common Shares, and we will promptly deliver the requested materials. You can notify the Company by sending a written request to Travelport Worldwide Limited, Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom, Attention: Corporate Secretary or by calling +44-1753-288-000 and requesting the Investor Relations department.

Solicitation of Proxies.   The accompanying form of proxy is being solicited on behalf of the Board of the Company. The expenses of solicitation of proxies for the Meeting will be paid by the Company. In addition to the mailing of the proxy materials, such solicitation may be made in person or by telephone by directors, officers and employees of the Company, who will receive no additional compensation therefor. Upon request, the Company will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding material to beneficial owners of Common Shares. The Company has hired Broadridge Investor Communication Solutions, Inc. to aid in the solicitation of proxies. It is estimated that the fee for Broadridge will be approximately $11,000 plus reasonable out-of-pocket costs and expenses. Such fee will be paid by the Company.

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By Order of the Board of Directors

ROCHELLE J. BOAS
Senior Vice President and Corporate Secretary

Dated: April 21, 2017

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Appendix A: Reconciliations of Non-GAAP and GAAP Financial Measures and Definitions

In this Proxy Statement, we refer to Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share — diluted, which management considers to be performance measures. We also refer to Free Cash Flow, which is considered to be a liquidity measure. These measures are non-GAAP financial measures and should not be considered as alternatives to relevant GAAP financial measures. These measures may not be comparable to similarly named measures used by other companies. The presentation of these measures has limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. We refer you to our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 21, 2017 for additional information regarding our financial results, including non-GAAP financial measures discussed in this Proxy Statement.

The following table provides a reconciliation of net income to Adjusted Net Income (Loss), Adjusted Operating Income and to Adjusted EBITDA:

​	Year Ended December 31,
(in $ thousands)	2016			2015			2014
Net income	​	$	15,046	​	$	20,210	​	$	91,300
Adjustments:	​			​			​
Amortization of intangible assets	​	​	47,095	​	​	71,567	​	​	77,300
Loss on early extinguishment of debt	​	​	4,333	​	​	—	​	​	107,590
Share of losses in equity method investments	​	​	—	​	​	671	​	​	1,084
Gain on sale of shares of Orbitz Worldwide	​	​	—	​	​	(6,271)	​	​	(355,750)
Equity-based compensation and related taxes	​	​	31,788	​	​	28,875	​	​	43,906
Corporate and restructuring costs	​	​	38,772	​	​	19,226	​	​	13,904
Impairment of long-lived assets	​	​	11,152	​	​	—	​	​	1,626
Other – non cash	​	​	17,646	​	​	(13,527)	​	​	10,721
Tax impact of adjustments	​	​	(11,338)	​	​	1,594	​	​	(2,201)
Adjusted Net Income (Loss)	​	​	154,494	​	​	122,345	​	​	(10,520)
Adjustments:	​			​			​
Interest expense, net	​	​	145,313	​	​	157,442	​	​	278,198
Remaining provision for income taxes	​	​	41,091	​	​	25,532	​	​	40,729
Adjusted Operating Income	​	​	340,898	​	​	305,319	​	​	308,407
Adjustments:	​			​			​
Depreciation and amortization of property and equipment	​	​	162,314	​	​	162,661	​	​	155,548
Amortization of customer loyalty payments	​	​	71,137	​	​	67,047	​	​	76,158
Adjusted EBITDA	​	$	574,349	​	$	535,027	​	$	540,113

The following table provides a reconciliation of Income per Share – Diluted to Adjusted Income (Loss) per Share – Diluted:

​	Year Ended December 31,
(in $)	2016			2015			2014
Income per share – diluted	​	$	0.13	​	$	0.13	​	$	0.98
Per share adjustments to net income to determine Adjusted Income per Share – diluted	​	​	1.10	​	​	0.87	​	​	1.10
Adjusted Income (Loss) per Share – diluted	​	$	1.23	​	$	1.00	​	$	(0.12)

A-1

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow:

​	Year Ended December 31,
(in $ thousands)	2016			2015			2014
Adjusted EBITDA	​	$	574,349	​	$	535,027	​	$	540,113
Interest payments	​	​	(136,458)	​	​	(145,522)	​	​	(294,168)
Tax payments	​	​	(20,776)	​	​	(24,673)	​	​	(26,204)
Customer loyalty payments	​	​	(84,562)	​	​	(74,712)	​	​	(92,945)
Changes in working capital	​	​	(5,698)	​	​	(24,939)	​	​	(18,092)
Pension liability contribution	​	​	(3,157)	​	​	(2,759)	​	​	(6,642)
Changes in other assets and liabilities	​	​	1,912	​	​	14,283	​	​	3,052
Other adjusting items	​	​	(26,591)	​	​	(14,482)	​	​	(46,663)
Net cash provided by operating activities	​	​	299,019	​	​	262,223	​	​	58,451
Less: capital expenditures on property and equipment additions	​	​	(107,460)	​	​	(106,095)	​	​	(111,723)
Free Cash Flow	​	​	191,559	​	​	156,128	​	​	(53,272)

The following table provides a reconciliation of Net Debt:

(in $ thousands)	December 31, 2016			December 31, 2015
Current portion of long-term debt	​	$	63,558	​	$	74,163
Non-current portion of long-term debt	​	​	2,281,210	​	​	2,363,035
Total debt	​	​	2,344,768	​	​	2,437,198
Less: Cash and cash equivalents	​	​	(139,938)	​	​	(154,841)
Net Debt	​	$	2,204,830	​	$	2,282,357

Definitions

“Adjusted EBITDA” is defined as Adjusted Net Income (Loss) excluding depreciation and amortization of property and equipment, amortization of customer loyalty payments, interest expense, net (excluding unrealized gains (losses) on interest rate derivative instruments), and related income taxes.

“Adjusted Income (Loss) per Share – Diluted” is defined as Adjusted Net Income (Loss) for the period divided by the weighted average number of dilutive common shares.

“Adjusted Net Income (Loss)” is defined as net income (loss) from continuing operations excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, share of earnings (losses) in equity method investments, and items that are excluded under our debt covenants, such as gain on sale of shares of Orbitz Worldwide, Inc., non-cash equity-based compensation, certain corporate and restructuring costs, non-cash impairment of long-lived assets, certain litigation and related costs, and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivative instruments, along with any income tax related to these exclusions.

A-2

“Adjusted Operating Income (Loss)” is defined as Adjusted EBITDA less depreciation and amortization of property and equipment and amortization of customer loyalty payments.

“Free Cash Flow” is defined as net cash provided by (used in) operating activities of continuing operations, less cash used for additions to property and equipment.

“Net Debt” is defined as total debt comprising of current and non-current portion of long-term debt minus cash and cash equivalents.

“Total Shareholder Return” represents total return on a company’s common shares to an investor over a period of time and has been calculated by dividing the increase or decrease in the value of the Company’s common shares over a period of time, assuming the dividends declared during the period are reinvested to purchase additional common shares of the Company, by the Company’s share value at the beginning of the period.”

“Travel Commerce Platform revenue” is comprised of our Air revenue and Beyond Air revenue and excludes our Technology Services revenue.

A-3

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. E28834-P91470 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain V.1.1 TRAVELPORT WORLDWIDE LIMITED AXIS ONE, AXIS PARK LANGLEY, BERKSHIRE SL38AG UNITED KINGDOM VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TRAVELPORT WORLDWIDE LIMITED The Board of Directors recommends you vote FOR the following: 1a. Douglas M. Steenland 1b. Gordon A. Wilson 1c. Elizabeth L. Buse 1d. Steven R. Chambers 1e. Michael J. Durham 1f. Scott E. Forbes 1g. Douglas A. Hacker 1h. John B. Smith 1. Election of Directors Nominees: For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. The Board of Directors recommends you vote FOR proposals 2 and 3. 2. The appointment of Deloitte LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017 and authorization of the Audit Committee to determine the independent auditors’ remuneration. 3. Advisory approval of the compensation of the Company’s named executive officers.

E28835-P91470 V.1.1 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. ADMISSION TICKET Travelport Worldwide Limited 2017 Annual General Meeting of Shareholders Friday, June 16, 2017 2:00 p.m. Eastern Time Offices of Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 TRAVELPORT WORLDWIDE LIMITED Annual General Meeting of Shareholders June 16, 2017 2:00 PM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Gordon A. Wilson and Rochelle J. Boas, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the common shares of TRAVELPORT WORLDWIDE LIMITED that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 2:00 PM, Eastern Time on June 16, 2017, at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side