Airbus 2015 Annual Report Download - page 130

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 98 l
GeneralDescription ofthe CompanyanditsShareCapital
3.3 Shareholdings and Voting Rights
 the purchase of shares for retention and subsequent use for
exchange or payment in the framework of potential external
growth transactions, and
 the liquidity or dynamism of the secondary market of
the AirbusGroupSE shares carried out pursuant to a
liquidity agreement to be entered into with an independent
investment services provider in compliance with the decision
of the AMF dated 1October 2008 (as amended) related
to approval of liquidity agreements recognised as market
practices by the AMF;
 procedure:
 maximum portion of the issued share capital that may be
repurchased by the Company: 10%,
 maximum number of shares that may be repurchased by
the Company: 77,819,882 shares, based on an issued
share capital of 778,198,822shares as of 31March 2016.
Assuming the exercise of all stock options outstanding as
of 31March 2016, the threshold of 10% would represent
77,83 6 ,032shares based on the 778,360,322shares which
would make up the entire fully-diluted share capital of the
Company,
 the amounts to be paid in consideration for the purchase
of the treasury shares must not, in accordance with
applicable Dutch law, exceed the equity components which
are repayable or distributable to the shareholders. “Equity
components repayable or distributable to the shareholders”
means the contribution premiums (in relation to contributions
in kind), the issue premiums (in relation to cash contributions)
and the other reserves as set out in the financial statements
of the Company, from which the repurchase price for the
treasury shares must be deducted.
The Company undertakes to maintain at any time a sufficient
number of shares in public hands to meet the thresholds
of Euronext,
 shares may be bought or sold at any time (including
during a public offering) to the extent authorised by the
stock exchange regulations and by any means, including,
without limitation, by means of block trades and including
the use of options, combinations of derivative financial
instruments or the issue of securities giving rights in any
way to AirbusGroupSE shares within the limits set out in
this document.
The portion of shares repurchased through the use of block
trades may amount to all the shares to be repurchased in the
context of this programme,
 in addition, in the event that derivative financial instruments
are used, the Company will ensure that it does not use
mechanisms which would significantly increase the volatility
of the shares in particular in the context of call options,
 characteristics of the shares to be repurchased by the
Company: shares of AirbusGroupSE, a company listed
on Euronext Paris, on the regulierter Markt of the Frankfurt
Stock Exchange and on the Madrid, Bilbao, Barcelona and
Valencia Stock Exchanges,
 maximum purchase price per share: € 100;
 term of the share repurchase programme and other
characteristics: this share repurchase programme shall be
valid until 27October 2017 inclusive, i.e. the date of expiry of
the authorisation requested from the Annual General Meeting
of Shareholders to be held on 28April 2016.
As of the date of this document, the Company has not entered
into any liquidity agreement with an independent investment
services provider in the context of the share repurchase
programme.
3.3.7.6 Description of the Exceptional Share
Repurchase Programme Authorised
bythe Annual General Meeting of
Shareholders Held on 27May 2015
Pursuant to Articles241-2-I and 241-3 of the AMF General
Regulations, below is a description of the exceptional
share repurchase programme (“descriptif du programme”)
implemented by the Company:
 date of the Shareholders’ Meeting authorising the share
repurchase programme: 27May 2015;
 intended use of the AirbusGroupSE shares held by the
Company as of the date of this document: For details
on use of the AirbusGroupSE shares already held by the
Company, please refer to “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”;
 sole purpose of the share repurchase programme to be
implemented by the Company: the reduction of share capital
by cancellation of all of the repurchased shares;
 procedure:
 maximum portion of the issued share capital that may be
repurchased by the Company: 10%,
 maximum number of shares that may be repurchased
by the Company: 78,751,182shares, based on an issued
share capital of 787,511,829shares as of 27May 2015.
Assuming the exercise of all stock options outstanding
as of 27May 2015, the threshold of 10% would represent
78,845,837shares based on the 788,458,377shares which
would make up the entire fully-diluted share capital of the
Company,
 the amounts to be paid in consideration for the purchase
of the treasury shares must not, in accordance with
applicable Dutch law, exceed the equity components which
are repayable or distributable to the shareholders. “Equity
components repayable or distributable to the shareholders”
means the contribution premiums (in relation to contributions
in kind), the issue premiums (in relation to cash contributions)
and the other reserves as set out in the financial statements
of the Company, from which the repurchase price for the
treasury shares must be deducted.
The Company undertakes to maintain at any time a sufficient
number of shares in public hands to meet the thresholds
of NYSE Euronext,
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015