Airbus 2015 Annual Report Download - page 120

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 88 l
GeneralDescription ofthe CompanyanditsShareCapital
3.2 General Description of the Share Capital
3.2.3 Modification of Share Capital orRightsAttachedtotheShares
The Shareholders’ Meeting has the power to authorise the
issuance of shares. The Shareholders’ Meeting may also
authorise the Board of Directors for a period of no more than
five years, to issue shares and to determine the terms and
conditions of share issuances.
Holders of shares have a pre-emptive right to subscribe for any
newly issued shares in proportion to the aggregate nominal
value of shares held by them, except for shares issued for
consideration other than cash and shares issued to employees
of the Company or of a Group company. For the contractual
position as to pre-emption rights, see “—3.3.2 Relationships
with Principal Shareholders”.
The Shareholders’ Meeting also has the power to limit or to
exclude pre-emption rights in connection with new issues of
shares, and may authorise the Board of Directors for a period
of no more than five years, to limit or to exclude pre-emption
rights. All resolutions in this context must be approved by a
two-thirds majority of the votes cast during the Shareholders’
Meeting in the case where less than half of the capital issued is
present or represented at said meeting. However, the Articles
of Association provide that a 75% voting majority is required
for any shareholders’ resolution to issue shares or to grant
rights to subscribe for shares if the aggregate issue price is in
excess of € 500,000,000 per share issuance, and no preferential
subscription rights exist in respect thereof. The same voting
majority requirement applies if the Shareholders’ Meeting
wishes to designate the Board of Directors to have the authority
to resolve on such share issuance or granting of rights.
Pursuant to the shareholders’ resolutions adopted at the
AGM held on 27May 2015, the powers to issue shares and
to grant rights to subscribe for shares which are part of the
Company’s authorised share capital and to limit or exclude
preferential subscription rights for existing shareholders have
been delegated to the Board of Directors for the purpose of:
1. employee share ownership plans, provided that such
powers shall be limited to 0.1% of the Company’s authorised
share capital; and
2. funding the Company and its Group companies, provided
that such powers shall be limited to 0.3% of the Company’s
authorised share capital.
Such powers have been granted for a period expiring at the
AGM to be held in 2016, and shall not extent to issuing shares or
granting rights to subscribe for shares (i)if there is no preferential
subscription right (by virtue of Dutch law, or because it has
been excluded by means of a resolution of the competent
corporate body) and (ii)for an aggregate issue price in excess
of € 500million per share issuance.
At the AGM held on 27May 2015, the Board of Directors was
authorised, for a period of 18months from the date of such AGM,
to repurchase shares of the Company, by any means, including
derivative products, on any stock exchange or otherwise, as
long as, upon such repurchase, the Company would not hold
more than 10% of the Company’s issued share capital, and at
a price per share not less than the nominal value and not more
than the higher of the price of the last independent trade and
the highest current independent bid on the trading venues of the
regulated market of the country in which the purchase is carried
out. In addition, and without prejudice to this authorisation, the
Board of Directors was also authorised to repurchase up to 10%
of the Company’s issued share capital for a period of 18months
as of the date of the AGM held on 27May 2015, at a price not
less than the nominal value and at most 85euros per share.
The Shareholders’ Meeting may reduce the issued share capital
by cancellation of shares, or by reducing the nominal value
of the shares by means of an amendment to the Articles of
Association. The cancellation of shares requires the approval of
a two-thirds majority of the votes cast during the Shareholders’
Meeting in the case where less than half of the capital issued is
present or represented at said meeting; the reduction of nominal
value by means of an amendment to the Articles of Association
requires the approval of a two-thirds majority of the votes cast
during the Shareholders’ Meeting (unless the amendment to
the Articles of Association also concerns an amendment which
under the Articles of Association requires a 75% voting majority).
At the AGM held on 27May 2015, the Board of Directors and
the Chief Executive Officer were authorised, with powers of
substitution, to implement a cancellation of shares held or
repurchased by the Company, including the authorisation
to establish the exact number of the relevant shares thus
repurchased to be cancelled.
The Company launched on 30October 2015 € 1billion share
buyback for completion by 30June 2016 (please refer to the
“Notes to the IFRS consolidated financial statements — Note32:
Total equity” for further information).
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015