Airbus 2015 Annual Report Download - page 118

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 86 l
GeneralDescription ofthe CompanyanditsShareCapital
3.1 General Description of the Company
of the Company and the competent financial market authorities
with respect to certain transactions. The ITR Compliance Officer
is responsible for the implementation of the Insider Trading Rules
and for reporting to the AFM.
Pursuant to the WFT, the Company must maintain a list of
all persons working for it by virtue of a labour relationship
or otherwise, who may have access to inside information.
Equivalent requirements exist under French, German and
Spanish law.
3.1.12 Mandatory Disposal
3.1.12.1 Mandatory Disposal Threshold
Restricting Ownership to 15%
The Articles of Association prohibit any shareholder from holding
an interest of more than 15% of the share capital or voting rights
of the Company, acting alone or in concert with others (the
“Mandatory Disposal Threshold”). An interest (“Interest”)
includes not only shares and voting rights, but also other
instruments that cause shares or voting rights to be deemed
to be at someone’s disposal pursuant to theWFT, and must be
notified to the Dutch regulator, the AFM, if certain thresholds
are reached or crossed. Any shareholder having an interest of
more than the Mandatory Disposal Threshold must reduce its
interest below the Mandatory Disposal Threshold, for instance
by disposing of its Excess Shares, within two weeks. The same
applies to concerts of shareholders and other persons who
together hold an interest exceeding the Mandatory Disposal
Threshold. Should such shareholder or concert not comply with
not exceeding the 15% Mandatory Disposal Threshold by the
end of such two-week period, their Excess Shares would be
transferred to a Dutch law foundation (“Stichting”), which can,
and eventually must, dispose of them.
The Dutch law foundation would issue depositary receipts to the
relevant shareholder in return for the Excess Shares transferred
to the foundation, which would entitle the relevant shareholder to
the economic rights, but not the voting rights, attached to such
AirbusGroup shares. The foundation’s Articles of Association
and the terms of administration governing the relationship
between the foundation and the depositary receipt holders
provide, inter alia, that:
 the Board Members of the foundation must be independent
from the Company, any grandfathered persons and their
affiliates (see “—3.1.12.2 Exemptions from Mandatory Disposal
Threshold”) and any holder of depositary receipts and their
affiliates (there is an agreement under which the Company
will, inter alia, cover the foundation’s expenses and indemnify
the Board Members against liability);
 the Board Members are appointed (except for the initial Board
Members who were appointed at incorporation) and dismissed
by the Management Board of the foundation (the Company
may however appoint one Board Member in a situation where
there are no foundation Board Members);
 the foundation has no discretion as to the exercise of voting
rights attached to any AirbusGroup shares held by it and will in
a mechanical manner vote to reflect the outcome of the votes
cast (or not cast) by the other shareholders, and the foundation
will distribute any dividends or other distributions it receives
from the Company to the holders of depositary receipts; and
 no transfer of a depositary receipt can be made without the
prior written approval of the foundation’s board.
For any shareholder or concert, the term “Excess Shares”,
as used above, refers to such number of shares comprised
in the interest of such shareholder or concert exceeding the
Mandatory Disposal Threshold which is the lesser of: (a)the
shares held by such shareholder or concert which represent a
percentage of the Company’s issued share capital that is equal
to the percentage with which the foregoing interest exceeds
the Mandatory Disposal Threshold; and (b)all shares held by
such person or concert.
This restriction is included in the Articles of Association to reflect
the Company’s further normalised governance going forward
aiming at a substantial increase of the free float and to safeguard
the interests of the Company and its stakeholders (including all
its shareholders), by limiting the possibilities of influence above
the level of the Mandatory Disposal Threshold or takeovers other
than a public takeover offer resulting in a minimum acceptance
of 80% of the share capital referred to below.
3.1.12.2 Exemptions from Mandatory Disposal
Threshold
The restrictions pursuant to the Mandatory Disposal Threshold
under the Articles of Association do not apply to a person who
has made a public offer with at least an 80% acceptance
(including any AirbusGroup shares already held by such
person). These restrictions also have certain grandfathering
exemptions for the benefit of shareholders and concerts holding
interests exceeding the Mandatory Disposal Threshold on the
date that the current Articles of Association entered into force
(the “Exemption Date”).
Different grandfathering regimes apply to such shareholders and
concerts depending on the interests and the nature thereof held
by each such shareholder or concert on the Exemption Date.
The Company has confirmed that (i)the specific exemption in
Article16.1.b of the Articles of Association applies to Sogepa,
as it held more than 15% of the outstanding Company voting
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015