Airbus 2015 Annual Report Download - page 126

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 94 l
GeneralDescription ofthe CompanyanditsShareCapital
3.3 Shareholdings and Voting Rights
German State has the right to approve or disapprove of — but
not to propose or appoint — three outside Directors to the
Supervisory Board of the German Defence Holding Company
(the “German Defence Outside Directors”), at least two of
whom must qualify as Independent Directors under the Board
Rules if they were Members of the Board of Directors. Two of
the German Defence Outside Directors are required to also
be Members of the Board of Directors. The qualifications to
serve as a German Defence Outside Director are comparable
to those to serve as a French Defence Outside Director, with the
additional requirement that a German Defence Outside Director
may not be a civil servant.
Dassault Aviation
The Company entered into an agreement with the French State
pursuant to which the Company would:
 grant the French State a right of first offer in case of the sale
of all or part of its shareholding in Dassault Aviation; and
 commit to consult with the French State prior to making any
decision at any Shareholders’ Meeting of Dassault Aviation.
In November 2014, the Company in an off-market block
trade sold to Dassault Aviation approximately 8% of Dassault
Aviation’s share capital. As was disclosed in a press release
dated 25March 2015, the Company sold 1.61million shares in
Dassault Aviation through a book-built offering to institutional
investors. Following the exercise of the over-allotment option, the
total number of Dassault Aviation shares sold by the Company in
the placement reached nearly 1.73million shares, representing
18.75% of the share capital of Dassault Aviation.
Stock Exchange Listings
The Company has undertaken to the parties to the Shareholders’
Agreement that for the duration of the Shareholders’ Agreement
AirbusGroupSE shares will remain listed exclusively in France,
Germany and Spain.
Specific Rights oftheFrench State
Pursuant to an agreement entered into between the Company
and the French State (the “Ballistic Missiles Agreement”),
the Company has granted to the French State (a) a veto right
and subsequently a call option on the ballistic missiles activity
exercisable under certain circumstances, including if (i)a third
party acquires, directly or indirectly, either alone or in concert,
more than 15% or any multiple thereof of the share capital or
voting rights of the Company or (ii)the sale of the ballistic missiles
assets or of the shares of such companies carrying out such
activity is considered and (b) a right to oppose the transfer of
any such assets or shares.
The Company, the French State and MBDA are parties to a
similar convention regarding the assets comprising the French
nuclear airborne systems under which the French State has
similar rights.
3.3.3 Form of Shares
The shares of the Company are in registered form. The Board
of Directors may decide with respect to all or certain shares,
on shares in bearer form.
Shares shall be registered in the shareholders’ register without
the issue of a share certificate or, should the Board of Directors
so decide, with respect to all or certain shares, with the issue of
a certificate. Share certificates shall be issued in such form as
the Board of Directors may determine. Registered shares shall
be numbered in the manner to be determined by the Board of
Directors.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015