AMADEUS FINANCE B.V. (Incorporated with Limited Liability in the Netherlands with Its Statutory Seat in Amsterdam)

BASE PROSPECTUS AMADEUS FINANCE B.V. (incorporated with limited liability in The Netherlands with its statutory seat in Amsterdam) Guaranteed by AMADEUS IT GROUP, S.A. (incorporated with limited liability in The Kingdom of Spain) and AMADEUS IT HOLDING, S.A. (incorporated with limited liability in The Kingdom of Spain) EUR 1,500,000,000 Euro Medium Term Note Programme ___________________________________ Under the EUR 1,500,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Amadeus Finance B.V. (the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by each of Amadeus IT Group, S.A. ("Amadeus IT Group") and Amadeus IT Holding, S.A. ("Amadeus IT Holding") (each a "Guarantor" and together the "Guarantors"). This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing measures in Luxembourg, as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and in compliance with relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. Application has been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on the basis that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer and the Guarantors. Amadeus IT Holding has been rated Baa2 and BBB respectively, by Moody's Investors Service Limited ("Moody's") and Standard & Poor's Credit Market Services Italy Srl ("Standard & Poor's"). Tranches of Notes issued under the Programme may be rated or unrated. Where Tranches of Notes are rated, such rating will be specified in the relevant Final Terms. Moody's and Standard & Poor's are both established in the EEA and registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). A list of rating agencies can be found at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. This Base Prospectus is available for inspection at the website of the Luxembourg Stock Exchange (www.bourse.lu). The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer or the Guarantors in accordance with Article 7(7) of the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantors to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arranger BNP PARIBAS Dealers BNP PARIBAS Crédit Agricole CIB HSBC MUFG The Royal Bank of Scotland 21 November 2014 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 4 RISK FACTORS .......................................................................................................................................... 8 GLOSSARY ............................................................................................................................................... 31 OVERVIEW OF THE PROGRAMME ..................................................................................................... 34 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 38 FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 41 FORMS OF THE NOTES .......................................................................................................................... 42 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 46 FORM OF FINAL TERMS ........................................................................................................................ 69 USE OF PROCEEDS ................................................................................................................................. 77 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 78 DESCRIPTION OF THE ISSUER............................................................................................................. 80 DESCRIPTION OF AMADEUS IT GROUP, S.A. ................................................................................... 81 DESCRIPTION OF AMADEUS IT HOLDING, S.A. .............................................................................. 83 DESCRIPTION OF THE GROUP ............................................................................................................. 85 TAXATION ............................................................................................................................................... 97 SUBSCRIPTION AND SALE ................................................................................................................. 107 GENERAL INFORMATION .................................................................................................................. 110 IMPORTANT NOTICES Responsibility for this Base Prospectus Each of the Issuer and the Guarantors accepts responsibility for the information contained in this Base Prospectus and any Final Terms and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Final Terms/Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. Other relevant information This Base Prospectus must be read and construed together with any supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The Issuer and the Guarantors have confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes and the guarantee of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the guarantees of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. Unauthorised information No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or the Guarantors or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantors, the Arranger or any Dealer. None of the Arranger, the Dealers or any of their respective affiliates has authorised the whole or any part of this Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date

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