Airbus 2015 Annual Report Download - page 124

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 92 l
GeneralDescription ofthe CompanyanditsShareCapital
3.3 Shareholdings and Voting Rights
Loss of Individual Grandfathering Rights
A Party holding Individual Grandfathering Rights as well as any of
its affiliates who are grandfathered pursuant to Article16.1.b in
conjunction with Article16.3 of the Articles of Association (such
affiliates holding “Derived Grandfathering Rights”, and the
Individual Grandfathering Rights and the Derived Grandfathering
Rights, together, the “Grandfathering Rights”) shall all no
longer be entitled to exercise their Grandfathering Rights in
the event:
 the Concert is terminated as a result of it or any of its affiliates
having actually or constructively terminated such Concert; or
 it or its relevant affiliate(s) exit(s) the Concert;
and such termination or exit is not for good cause and is not
based on material and on-going violations of the Concert
arrangements, including, without limitation, of the Shareholders’
Agreement, by the other principal Member of the Concert.
In the event that in the future the voting rights in the Company
of the other principal Member of the Concert together with
those of its affiliates would for an uninterrupted period of three
months represent less than 3% of the outstanding aggregate
voting rights of the Company, the Grandfathering Rights of the
Party including its affiliates which were no longer entitled to
use their Grandfathering Rights shall from then on revive and
Sogepa and GZBV shall jointly notify the Company to that effect.
Notification to the Company
The Company will not be required to take any of the actions
provided for in Article15 of the Articles of Association pursuant
to the post-concert Grandfathering Agreement unless and until
it receives (i)a joint written instruction from Sogepa and GZBV
with respect to the taking of any of the actions provided for in
Article15 of the Articles of Association pursuant to the post-
concert Grandfathering Agreement, or (ii)a copy of a binding
advice rendered by three independent, impartial and neutral
Expert Adjudicators in order to settle any dispute between the
Parties arising out of or in connection with the post-concert
Grandfathering Agreement.
The Company will not incur any liability to any of the Parties by
taking such actions following receipt of any such joint instruction
or binding advice, and the Company will not be required to
interpret the post-concert Grandfathering Agreement or any
such joint instruction or binding advice.
Notwithstanding the description under “Various provisions –
Jurisdiction” below, the courts of the Netherlands will have
exclusive jurisdiction to resolve any dispute, controversy or
claim affecting the rights or obligations of the Company under
the post-concert Grandfathering Agreement.
Various provisions
Termination. The post-concert Grandfathering Agreement
terminates only if either the French State and its affiliates or
the German State and its affiliates no longer hold shares in
the Company.
Governing law. Laws of the Netherlands.
Jurisdiction. Binding advice for any dispute, controversy or
claim arising out of or in connection with the post-concert
Grandfathering Agreement in accordance with the procedure
set forth in the post-concert Grandfathering Agreement;
provided, however, that to the extent application to the courts
is permitted to resolve any such dispute controversy or claim,
the courts of the Netherlands shall have exclusive jurisdiction.
Shareholders’ Agreement
Below is a further description of the Shareholders’ Agreement,
based solely on a written summary of the main provisions of
the Shareholders’ Agreement that has been provided to the
Company by Sogepa, GZBV andSEPI (all parties together the
“Shareholders”).
Governance of the Company
Appointment of the Directors. The shareholders shall vote
in favour of any draft resolution relating to the appointment
of Directors submitted to the Shareholders’ Meeting of the
Company in accordance with the terms and conditions of
the German State Security Agreement and the French State
Security Agreement (as described below). If, for whatever
reason, any person to be appointed as a Director pursuant
to the German State Security Agreement or the French State
Security Agreement is not nominated, the shareholders shall
exercise their best endeavours so that such person is appointed
as a Director.
Sogepa and GZBV shall support the appointment of one
Spanish national thatSEPI may present to them as Member of
the Board of Directors of the Company, provided such person
qualifies as an Independent Director pursuant to the conditions
set forth in the Board Rules, and shall vote as shareholders in
any Shareholders’ Meeting in favour of such appointment and
against the appointment of any other person for such position.
If, for whatever reason, the French State Security Agreement
and/or the German State Security Agreement has/ have been
terminated, KfW or Sogepa, as the case might be, shall propose
two persons, and the shareholders shall exercise their best
endeavours so that these persons are appointed as Directors.
Modification of the Articles of Association. Sogepa and
GZBV shall consult each other on any draft resolution intending
to modify the Board Rules and/or the Articles of Association.
Unless Sogepa and GZBV agree to vote in favour together on
such draft resolution, the shareholders shall vote against such
draft resolution. If Sogepa and GZBV reach a mutual agreement
on such draft resolution, the shareholders shall vote in favour
of such draft resolution.
Reserved Matters. With respect to the matters requiring the
approval of a Qualified Majority at the Board level (“Reserved
Matters”), all the Directors shall be free to express their own
views. If the implementation of a Reserved Matter would require
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015