As of December 31, 2012, there was a Shareholders’ Agreement in place.
The object of this agreement is (i) to regulate the composition of the Board and Board Committees in line with percentage shareholdings, (ii) to regulate the scheme applicable to the transfer of the Company’s shares as regards lockup periods as well as for an orderly sale procedure, inter alia, and (iii) covenants not to compete and other related matters.
The Shareholders’ Agreement was originally signed by Société Air France, Amadelux Investments, S.à.r.l (subsequently split into Amadecin S.à.r.l and Idomeneo S.à.r.l), Iberia Líneas Aéreas de España, S.A., Lufthansa Commercial Holding GmbH, Deutsche Lufthansa AG and Amadeus IT Holding, S.A. on April 8, 2010 (effective April 29, 2010, the date of admission to trading of the shares of Amadeus IT Holding, S.A.). As of December 31, 2012, after several transactions with the Amadeus shares carried out in 2011 and 2012 by the original participants in the Shareholders’ Agreement, the Company, Iberia, Lufthansa and Air France remain committed by the agreement. The relation between Lufthansa and Malta Pension Investments, vis-a-vis the shareholders’ agreement, is further explained elsewhere in this chapter.