Airbus 2015 Annual Report Download - page 117

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 85 l
GeneralDescription ofthe CompanyanditsShareCapital
Registration Document 2015
3.
3.1 General Description of the Company
If at the end of a calendar year the composition of a shareholder’s
holding differs from its previous disclosure as a result of the
conversion of certain types of securities or following the exercise
of rights to acquire voting rights, this shareholder must then
provide an update of its previous disclosure within four weeks
of the end of each calendar year by giving written notice thereof
to the AFM. The disclosures are published by the AFM on its
website (www.afm.nl).
Pursuant to the Articles of Association, shareholders must notify
the Company when meeting or crossing the thresholds above.
The Articles of Association also contain disclosure obligations
for shareholders that apply when their interests in the Company
reach or cross certain thresholds.
Under the Articles of Association, the disclosure obligations
of shareholders are enhanced in several ways beyond what is
required under the WFT, including by requiring the disclosure
of additional information, tying the disclosure obligations to
a broader range of interests in the capital or voting rights of
the Company and by requiring a shareholder to notify the
Company if his or her interest reaches, exceeds or falls below
the Mandatory Disposal Threshold (as defined below) or if the
interest of a shareholder (alone or a member of a concert) which
is above such Mandatory Disposal Threshold changes in its
composition, nature and/or size.
Failure to comply with the legal obligation to notify a change in
shareholding under the WFT is a criminal offence punishable
by criminal and administrative penalties as well as civil law
penalties, including the suspension of voting rights. Failure to
comply with a notification under the Articles of Association can
lead to a suspension of meeting and voting rights.
Disclosure Requirements for Members
oftheBoard of Directors and the Executive
Committee
Disclosure of Holdings
In addition to the requirements under the WFT regarding the
disclosure of holdings in case the specified thresholds are met
or exceeded or if holdings fall below these thresholds, Members
of the Board of Directors must report to the AFM the number
of shares in the Company and attached voting rights(1) held by
him or an entity controlled by him, within two weeks following
his appointment as Director, whether or not such shareholdings
meet or exceed any of the specified thresholds. Subsequently,
any Member of the Board of Directors is required to notify the
AFM of any changes in such number of shares in the Company
and attached voting rights.
Disclosure of Transactions Carried Out
onAnySecurities Issued by the Company
Based on the WFT, certain persons discharging managerial or
supervisory responsibilities within the Company and, where
applicable, persons closely associated with them (together
“Insiders”, as defined below), are required to notify the AFM
within five trading days of all transactions conducted for their
own account involving shares of the Company, or derivatives
or other financial instruments related to such shares, unless the
aggregate amount of such transactions does not exceed € 5,000
in respect of all transactions in a calendar year.
“Insiders” for the Company include (i)Members of the Board of
Directors and the Group Executive Committee of the Company,
(ii)persons closely associated with any person mentioned under
category (i)(including their spouses, life partners or any partner
considered by national law as equivalent to the spouse, blood
relatives, dependent children and other relatives who have
shared the same household), and (iii)legal entities, trusts or
partnerships whose managerial responsibilities are discharged
by any person referred to in categories (i)or (ii)or which are
directly or indirectly controlled by such a person, or that have
been set up for the benefit of such a person, or whose economic
interests are substantially equivalent to those of such a person.
According to the German Securities Trading Act, persons with
significant managerial responsibility within the Company (i.e. for
the Company, the Members of the Board of Directors and of the
Group Executive Committee), or the persons closely associated
with them, must disclose transactions conducted for their own
account involving shares of the Company or financial instruments
that relate to those shares, especially derivatives. These persons
have to notify the Company and the German Federal Financial
Supervisory Authority of the transactions within five trading
days unless the aggregate amount of such transactions does
not exceed € 5,000 in respect of all transactions in a calendar
year. Since implementation of the Transparency Directive into
German law on 20January 2007, the Company is no longer
required to publish such notifications on its website or in a
German supra-regional mandatory stock exchange newspaper.
The Company has adopted specific internal insider trading rules
(the “Insider Trading Rules”) in order to ensure compliance with
the above requirements and with other share trading regulations
applicable in the Netherlands, France, Germany and Spain. The
Insider Trading Rules are available on the Company’s website,
and provide in particular that: (i)all employees and Directors
are prohibited from conducting transactions in the Company’s
shares or stock options if they have inside information, and
(ii)certain persons are only allowed to trade in the Company’s
shares or stock options within very limited periods and have
specific information obligations to the ITR Compliance Officer
(1) In this context, the term “shares” also includes for example depositary receipts for shares and rights resulting from an agreement to acquire shares or depositary
receipts for shares, specifically call options, warrants, and convertible bonds. Equally, the term “voting rights” also includes actual or contingent rights to voting
rights (e.g., embedded in call options, warrants or convertible bonds).
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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