Airbus 2015 Annual Report Download - page 116

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 84 l
GeneralDescription ofthe CompanyanditsShareCapital
3.1 General Description of the Company
is currently the 28thday prior to the day of the Shareholders’
Meeting (the “Registration Date”), irrespective of who may be
entitled to the shares at the time of that meeting.
As a prerequisite to attending the Shareholders’ Meeting and to
casting votes, the Company, or alternatively an entity or person
so designated by the Company, should be notified in writing
by each holder of one or more shares and those who derive
the aforementioned rights from these shares, not earlier than
the Registration Date, of the intention to attend the meeting in
accordance with the relevant convening notice.
Shareholders holding their AirbusGroup shares through
Euroclear FranceSA who wish to attend general meetings will
have to request from their financial intermediary or accountholder
an admission card and be given a proxy to this effect from
Euroclear FranceSA in accordance with the relevant convening
notice. For this purpose, a shareholder will also be able to
request that its shares be registered directly (and not through
Euroclear FranceSA) in the register of the Company. However,
only shares registered in the name of Euroclear FranceSA may
be traded on stock exchanges.
In order to exercise their voting rights, the shareholders will
also be able, by contacting their financial intermediary or
accountholder, to give their voting instructions to Euroclear
FranceSA or to any other person designated for this purpose,
as specified in the relevant convening notice.
Pursuant to its Articles of Association, the Company may provide
for electronic means of attendance, speaking and voting at the
Shareholders’ Meetings. The use of such electronic means will
depend on the availability of the necessary technical means
and market practice.
3.1.10.3 Majority and Quorum
All resolutions are adopted by means of a simple majority of
the votes cast except when a qualified majority is prescribed
by the Articles of Association or by Dutch law. No quorum
is required for any Shareholders’ Meeting to be held except
as required under applicable law for a very limited number of
resolutions of an extraordinary nature. Dutch law requires a
special majority for the passing of certain resolutions: inter alia,
capital reduction, exclusion of pre-emption rights in connection
with share issues, statutory mergers or statutory de-mergers;
the passing of such resolutions requires a majority of two-thirds
of the votes cast if 50% of the share capital with voting rights
is not present at the Shareholders’ Meeting (or otherwise a
simple majority). In addition, resolutions to amend the Articles
of Association or to dissolve the Company may only be adopted
with a majority of at least two-thirds of the valid votes cast at a
Shareholders’ Meeting, whatever the quorum present at such
meeting, and resolutions to amend certain provisions of the
Articles of Association may only be adopted with a majority of
at least 75% of the valid votes cast at a Shareholders’ Meeting,
whatever the quorum present at such meeting.
3.1.10.4 Conditions of Exercise of Right toVote
In all Shareholders’ Meetings, each shareholder has one vote
in respect of each share it holds. The major shareholders of the
Company – as set forth in “—3.3.2 Relationships with Principal
Shareholders” – do not enjoy different voting rights from those
of the other shareholders.
A shareholder whose shares are subject to a pledge or usufruct
shall have the voting rights attaching to such shares unless
otherwise provided by law or by the Articles of Association or
if, in the case of a usufruct, the shareholder has granted voting
rights to the usufructuary. Pursuant to the Articles of Association
and subject to the prior consent of the Board of Directors, a
pledgee of shares in the Company may be granted the right to
vote in respect of such pledged shares.
According to the Articles of Association, no vote may be cast
at the General Meeting on a share that is held by the Company
or a subsidiary, nor for a share in respect of which one of them
holds the depository receipts. Usufructuaries and pledgees of
shares that are held by the Company or its subsidiaries are,
however, not excluded from their voting rights, in case the right
of usufruct or pledge was vested before the share was held by
the Company or its subsidiary.
3.1.11 Disclosure of Holdings
Pursuant to the WFT, any person who, directly or indirectly,
acquires or disposes of an interest in the capital or voting rights
of the Company must immediately give written notice to the AFM
by means of a standard form, if, as a result of such acquisition
or disposal, the percentage of capital interest or voting rights
held by such person meets, exceeds or falls below the following
thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,
60%, 75% and 95%. Any person whose interest in the capital or
voting rights of the Company meets, exceeds or falls below one
or several of the above-mentioned thresholds due to a change in
AirbusGroup’s outstanding capital, or in voting rights attached
to the shares as notified to the AFM by the Company, should
notify the AFM no later than the fourth trading day after the AFM
has published the notification by the Company. Among other
things, the Company is required to notify the AFM immediately
if its outstanding share capital or voting rights have changed by
1% or more since the Company’s previous notification.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015