Resolutions by AGM - Investor relations at Amadeus
Resolutions by AGM - Investor relations at Amadeus
Resolutions by AGM - Investor relations at Amadeus
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
6.- Amendment of the following articles of the Bylaws:<br />
The proposed reform of the Bylaws th<strong>at</strong> is submitted for approval <strong>by</strong> the General<br />
Meeting essentially arises from the need to upd<strong>at</strong>e the contents of same to the new<br />
wording of the Corpor<strong>at</strong>e Enterprises Act (LSC) deriving both from Law 25/2011, of<br />
August 1, 2011 partially reforming the Corpor<strong>at</strong>e Enterprises Act (Legisl<strong>at</strong>ive Royal<br />
Decree 1/2010, of July 2, 2010, approving the revised text of the LSC) and the<br />
incorpor<strong>at</strong>ion of Directive 2007/36/EC of the European Parliament and of the Council of<br />
11 July 2007 on the exercise of certain rights of shareholders in listed companies, and<br />
from Royal Decree-Law 9/2012, of March 16, 2012, simplifying the reporting and<br />
document<strong>at</strong>ion oblig<strong>at</strong>ions for mergers and spin-offs of corpor<strong>at</strong>e enterprises, which has<br />
affected the regime governing corpor<strong>at</strong>ions and, in particular, listed public limited liability<br />
companies.<br />
The sole purpose of the proposed amendments is to adapt the content of the Bylaws to<br />
the new aspects introduced <strong>by</strong> the above legisl<strong>at</strong>ion, although it should also be noted<br />
th<strong>at</strong> advantage has also been taken of the reform to make minor changes of style and<br />
order.<br />
6.1 Article 1 (Company name),<br />
“ARTICLE 1.- COMPANY NAME<br />
The Company is called <strong>Amadeus</strong> IT Holding, S.A. and is governed <strong>by</strong> these Bylaws, the<br />
provisions concerning the legal regime for corpor<strong>at</strong>e enterprises, and the other legal<br />
rules th<strong>at</strong> are applicable to it.”<br />
6.2 Article 7 (The position of shareholder) and article 8 (Co-ownership and in<br />
rem rights over shares)<br />
“ARTICLE 7.- THE POSITION OF SHAREHOLDER<br />
1. Each share grants its lawful owner the st<strong>at</strong>us of shareholder, which confers the<br />
rights recognized <strong>by</strong> the Spanish Corpor<strong>at</strong>e Enterprises Act (Ley de Sociedades de<br />
Capital) and those established in these Bylaws.<br />
2. Legitimacy for exercising shareholders’ rights, including, where applicable,<br />
transfers, is obtained through entry in the accounts register, which implies lawful<br />
ownership and entitles the registered owner to be acknowledged as a shareholder <strong>by</strong> the<br />
Company. Such legitimacy shall be proved through exhibition of the appropri<strong>at</strong>e<br />
certific<strong>at</strong>es, issued <strong>by</strong> the entity in charge of the book-entry.<br />
3. The Company may <strong>at</strong> any time access the inform<strong>at</strong>ion needed to identify its<br />
shareholders: to this end, shareholders are considered to be those persons identified as<br />
such in the book entry registers.”<br />
3