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 companyʼs listed shares. 

Change-of-control clauses 

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 Group-wide senior management

In the event of a change of control, the current three-year vesting period under the relevant long-term incentive plans shall end immediately and the corresponding shares shall be assigned. Apart from this, there are no change-of-control clauses in any agreements or plans to the benefit of members of the Group Executive Board or Group-wide Senior Management.

Bondholders

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.