Changes of Control and Defence Measures
Duty to Make an Offer
There are no opting-up or opting-out clauses in the Articles of Incorporation of Kuoni Travel Holding Ltd. In view of this, any person owning more than one-third of the voting rights of Kuoni Travel Holding Ltd. must make an offer for all the company’s listed shares.
The following change-of-control clauses apply:
Board of Directors
There are no change-of-control clauses in any agreements or plans to the benefit of members of the Board of Directors.
Members of the Group Executive Board and groupwide Senior Management
In the event of a change of control, the current three-year vesting period under the Long-Term Incentive shall end immediately and the corresponding shares shall be assigned. Apart from this, there are no changeof- control clauses in any agreements or plans to the benefit of members of the Group Executive Board or groupwide Senior Management.
In the event of a change of control, bondholders are entitled to demand the premature repayment of their bond amount.
Syndicated credit facility lenders
In the event of a change of control, the banks participating in the syndicated credit facility are entitled to demand the premature repayment of any current loan amounts thereunder and/or to terminate the facility.