Airbus 2015 Annual Report Download - page 129

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 97 l
GeneralDescription ofthe CompanyanditsShareCapital
Registration Document 2015
3.
3.3 Shareholdings and Voting Rights
3.3.7 Purchase by the Company of its Own Shares
3.3.7.1 Dutch Law and Information on Share
Repurchase Programmes
Under Dutch Civil law, the Company may acquire its
own shares, subject to certain provisions of the law of
the Netherlands and the Articles of Association, if (i)the
shareholders’ equity less the payment required to make
the acquisition does not fall below the sum of paid-up and
called portion of the share capital and any reserves required
by the law of the Netherlands and (ii)the Company and its
subsidiaries would not thereafter hold or hold in pledge shares
with an aggregate nominal value exceeding one-half (50%) of
the Company’s issued share capital. Share acquisitions may
be effected by the Board of Directors only if the Shareholders’
Meeting has authorised the Board of Directors to effect such
repurchases. Such authorisation may apply for a maximum
period of 18months.
Pursuant to EC Regulation No.2273/ 2003, the Company is
subject to conditions for share repurchase programmes and
disclosure relating thereto, as described below.
For the authorisations granted to the Board of Directors at the
Annual General Meeting of Shareholders held on 27May 2015,
see “— 3.2.3 Modification of Share Capital or Rights Attached
to the Shares”.
3.3.7.2 French Regulations
As a result of its listing on a regulated market in France, the
Company is subject to the regulations summarised below.
Pursuant to the AMF General Regulations, the purchase
by a company of its own shares requires the publication of
the description of the share repurchase programme. Such
description must be published prior to the implementation of
the share repurchase programme.
Under the AMF General Regulations, a company may not trade
in its own shares for the purpose of manipulating the market.
The AMF General Regulations also define the conditions for a
company’s trading in its own shares to be valid.
After purchasing its own shares, the Company is required to
disclose on its website specified information regarding such
purchases within at least seven trading days.
In addition, the Company must report to the AMF, on at least
a monthly basis, all the specified information regarding such
purchases previously published on its website and information
concerning the cancellation of such repurchased shares.
3.3.7.3 German Regulations
As a foreign issuer, the Company is subject to German rules
on repurchasing its own shares only to a limited extent, since
German rules refer to the law of the Member State in which the
Company is domiciled.
In addition, general principles of German law of insider trading,
market manipulation and equal treatment of shareholders are
applicable.
3.3.7.4 Spanish Regulations
As a foreign issuer, the Company is not subject to Spanish rules
on trading in its own shares, which only apply to Spanish issuers.
However, according to the Conduct Rules under the Spanish
Securities Market Act, insider trading is prohibited and the
Company may not trade in its own shares for the purpose of
manipulating the market.
3.3.7.5 Description of the Share Repurchase
Programme to be Authorised by
the Annual General Meeting of
Shareholders to be held on 28April
2016
Pursuant to Articles241-2-I and 241-3 of the AMF General
Regulations, below is a description of the share repurchase
programme (“descriptif du programme”) to be implemented
by the Company:
 date of the Shareholders’ Meeting to authorise the share
repurchase programme: 28April 2016;
 intended use of the AirbusGroupSE shares held by the
Company as of the date of this document: the owning of
shares for the performance of obligations related to employee
share option programmes or other allocations of shares
to employees of the Group and the Group’s Companies:
910,705shares;
 purposes of the share repurchase programme to be
implemented by the Company (by order of decreasing
priority, without any effect on the actual order of use of
the repurchase authorisation, which will be determined
on a case-by-case basis by the Board of Directors based
on need):
 the reduction of share capital by cancellation of all or part
of the repurchased shares, it being understood that the
repurchased shares shall not carry any voting or dividend
rights,
 the owning of shares for the performance of obligations
related to (i)debt financial instruments convertible into
AirbusGroupSE shares, or (ii)employee share option
programmes or other allocations of shares to employees
of the Group and the Group’s companies,
Financial Statements 2015
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QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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