Airbus 2015 Annual Report Download - page 115

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 83 l
GeneralDescription ofthe CompanyanditsShareCapital
Registration Document 2015
3.
3.1 General Description of the Company
3.1.9 Allocation and Distribution of Income
3.1.9.1 Dividends
The Board of Directors shall determine which part of the profits
of the Company shall be attributed to reserves. The remaining
distributable profit shall be at the disposal of the Shareholders’
Meeting.
The Shareholders’ Meeting may resolve (if so proposed by the
Board of Directors) that all or part of a distribution on shares
shall be paid in AirbusGroup shares or in the form of assets
as opposed to cash.
The declaration of a dividend, an interim dividend or another
distribution to the shareholders shall be made known to them
within seven days after such declaration. Declared dividends,
interim dividends or other distributions shall be payable on such
date(s) as determined by the Board of Directors.
Dividends, interim dividends and other distributions on shares
shall be paid by bank transfer to the bank or giro accounts
designated in writing to the Company by, or on behalf of,
shareholders at the latest 14days after their announcement.
The persons entitled to a dividend, interim dividend or other
distribution shall be the shareholders as at a record date to be
determined by the Board of Directors for that purpose, which
date may not be a date prior to the date on which such dividend,
interim dividend or other distribution is declared.
3.1.9.2 Liquidation
In the event of the dissolution and liquidation of the Company,
the assets remaining after payment of all debts and liquidation
expenses shall be distributed amongst the holders of the shares
in proportion to their shareholdings.
3.1.10 General Meetings
3.1.10.1 Calling of Meetings
Shareholders’ Meetings are held as often as the Board of
Directors deems necessary, when required under the Dutch
Civil Code (as a result of a decrease of the Company’s equity
to or below half of the Company’s paid up and called up capital)
or upon the request of shareholders holding, individually or
together, at least 10% of the total issued share capital of the
Company. The Annual General Meeting of Shareholders of the
Company is held within six months of the end of the financial
year.
The Board of Directors must give notice of Shareholders’
Meetings through publication of a notice on the Company’s
website (www.airbusgroup.com), which will be directly and
permanently accessible until the Shareholders’ Meeting. The
Company must comply with the statutory rules providing for
a minimum convening period, which currently require at least
42days of notice. The convening notice must state the items
required under Dutch law.
Shareholders’ Meetings are held in Amsterdam, The Hague,
Rotterdam or Haarlemmermeer (Schiphol Airport). The Board
of Directors may decide that Shareholders’ Meetings may
be attended by means of electronic or video communication
devices from the locations mentioned in the convening notice.
The Board of Directors must announce the date of the Annual
General Meeting of Shareholders at least ten weeks before the
Meeting. A matter which one or more shareholders or other
parties with meeting rights collectively representing at least the
statutory threshold (which is currently 3% of the issued share
capital) have requested in writing to be put on the agenda for
a General Meeting of Shareholders shall be included in the
convening notice or shall be announced in the same fashion,
if the substantiated request or a proposal for a resolution is
received by the Company no later than the 60thday before the
general meeting. When exercising the right to put a matter on the
agenda for a General Meeting of Shareholders, the respective
shareholder or shareholders are obliged to disclose their full
economic interest to the Company. The Company must publish
such disclosure on its website.
A request as referred to in the preceding paragraph may only
be made in writing. The Board of Directors can decide that in
“writing” is understood to include a request that is recorded
electronically.
3.1.10.2 Right to Attend Shareholders’ Meetings
Each holder of one or more shares may attend Shareholders’
Meetings, either in person or by written proxy, speak and
vote according to the Articles of Association. See “—3.1.10.4
Conditions of Exercise of Right to Vote”. However, under (and
subject to the terms of) the Articles of Association these rights
may be suspended under circumstances.
The persons who have the right to attend and vote at
Shareholders’ Meetings are those who are so on record in a
register designated for that purpose by the Board of Directors
on the registration date referred to in the Dutch Civil Code which
Financial Statements 2015
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QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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