Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...

3. Information concerning to the rules applicable to the amendment of the
Company’s bylaws.
The requirements for amending the Bylaws are as established in article 285 et seq. of
the Spanish Capital Companies Act (Ley de Sociedades de Capital), as restated and
amended.
The Corporate Bylaws do not contemplate different majorities from those established in
articles 194 and 201 of the Spanish Capital Companies Act (Ley de Sociedades de
Capital), as restated and amended, as regards the quorum of the assembly of the
General Shareholders’ Meeting and majorities for the adoption of resolutions referring to
Bylaw amendments.
4. Significant agreements entered into by the company and which enter into force,
are amended or terminate in case of change of control of the company as a
consequence of a tender offer, and the effects thereof, except when disclosure
would be seriously detrimental to the company. This exception shall not apply
when the company is legally required to give publicity to this information.
Except as mentioned below, there are no significant agreements entered into by the
Company which enter into force, are amended, or terminate in case of a change of
control.
The facility agreement dated May 16, 2011 in the amount of 2,700 million euros
executed by the subsidiary Amadeus IT Group, S.A. with a group of Banks, in which the
Company is acting as guarantor of the facility, establishes that in the case of a change in
control equivalent to the acquisition of 30% of the voting rights exercisable at a General
Shareholders’ Meeting, this will lead to the early termination of the facility agreement.
5. Information on agreements between the company and its management and
administrative positions or employees which provide for indemnities when the
latter resign or are wrongfully dismissed or if the employment relationship comes
to an end on the occasion of a tender offer.
There are no indemnification clauses for the benefit of Directors. With respect to the
Company’s management, the employment contracts contemplate indemnification
clauses in case of wrongful dismissal which range between one year and two years of
annual salary (excluding annual bonuses). In general terms, the employees lack
indemnification clauses other than those established by labor law currently in force for
cases of wrongful dismissal.
6. Description of the main features of the company’s internal control and risk
management systems in relation to the financial reporting process.
Please, refer to the attached Report (Internal Control over Financial Reporting 2011).
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