Airbus 2015 Annual Report Download - page 119

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 87 l
GeneralDescription ofthe CompanyanditsShareCapital
Registration Document 2015
3.
3.2 General Description of the Share Capital
rights and shares including the legal and economic ownership
thereof on the Exemption Date and (ii)the specific exemption
in Article16.1.c applies to the concert among Sogepa, GZBV
andSEPI, as they held more than 15% of the outstanding
Company voting rights and shares including the legal and
economic ownership thereof on the Exemption Date.
3.1.13 Mandator y Offers
3.1.13.1 Takeover Directive
The Directive 2004/ 25/ EC on takeover bids (the “Takeover
Directive”) sets forth the principles governing the allocation of
laws applicable to the Company in the context of a takeover bid
for the shares of the Company. The Takeover Directive refers to
the rules of the Netherlands and the rules of the European Union
Member State of the competent authority that must be chosen
by the Company from among the various market authorities
supervising the markets where its shares are listed.
For the Company, matters relating to, inter alia, the consideration
offered in the case of a bid, in particular the price, and matters
relating to the bid procedure, in particular the information on
the offeror’s decision to make a bid, the contents of the offer
document and the disclosure of the bid, shall be determined
by the laws of the European Union Member State having the
competent authority, which will be selected by the Company
at a future date.
Matters relating to the information to be provided to the
employees of the Company and matters relating to company
law, in particular the percentage of voting rights which confers
control and any derogation from the obligation to launch a
bid, the conditions under which the Board of Directors of the
Company may undertake any action which might result in the
frustration of the bid, the applicable rules and the competent
authority will be governed by Dutch law (see “—3.1.13.2 Dutch
Law”).
3.1.13.2 Dutch Law
In accordance with the Dutch act implementing the Takeover
Directive (the “Takeover Act”), shareholders are required to
make an unconditional public offer for all issued and outstanding
shares in the Company’s share capital if they — individually or
acting in concert (as such term is defined in the Takeover Act),
directly or indirectly — have 30% or more of the voting rights
(significant control) in the Company. In addition to the other
available exemptions that are provided under Dutch law, the
requirement to make a public offer does not apply to persons,
who at the time the Takeover Act came into force, already held
– individually or acting in concert – 30% or more of the voting
rights in the Company. In the case of such a concert, a new
Member of the concert can be exempted if it satisfies certain
conditions.
3.2 General Description of the Share Capital
3.2.1 Issued Share Capital
As of 31December 2015, the Company’s issued share capital amounted to € 785,344,784, consisting of 785,344,784 fully paid-up
shares of a nominal value of € 1 each.
3.2.2 Authorised Share Capital
As of 31December 2015, the Company’s authorised share capital amounted to € 3billion, consisting of 3,000,000,000shares
of€ 1each.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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