Airbus 2015 Annual Report Download - page 123

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 91 l
GeneralDescription ofthe CompanyanditsShareCapital
Registration Document 2015
3.
3.3 Shareholdings and Voting Rights
3.3.2 Relationships with Principal Shareholders
On 5December 2012, the Company, its then-core shareholders
— Daimler AG (“Daimler”), Daimler Aerospace AG (“DASA”),
Société de Gestion de l’Aéronautique, de la Défense et de
l’Espace (“Sogeade”), Lagardère SCA (“Lagardère”), Société
de Gestion de Participations Aéronautiques (“Sogepa”) and
Sociedad Estatal de Participaciones Industriales (“SEPI”)
— and Kreditanstalt für Wiederaufbau (“KfW”), a public law
institution serving domestic and international policy objectives
of the Government of the Federal Republic of Germany,
reached an agreement (the “Multiparty Agreement”) on far-
reaching changes to the Company’s shareholding structure and
governance. The Multiparty Agreement was aimed at further
normalising and simplifying the governance of the Company
while securing a shareholding structure that allowed France,
Germany and Spain to protect their legitimate strategic interests.
This represented a major step forward in the evolution of the
governance of the Company.
The Multiparty Agreement provided for significant changes
to the Company’s shareholding structure. In addition, a
series of related transactions (collectively referred to as the
“Consummation”) occurred shortly after the Extraordinary
General Meeting of the shareholders held on 27March 2013.
This resulted in several changes in the governance of the
Company, including changes in the composition of the Board
of Directors and its internal rules, as well as amendments to
the Articles of Association of the Company. The participation
agreement among the Company’s former core shareholders,
as at 31December 2012 including KfW, was terminated and
replaced in part by a more limited shareholders’ agreement
(the “Shareholders’ Agreement”) among only Gesellschaft
zur Beteiligungsverwaltung GZBVmbH&Co.KG (“GZBV”), a
subsidiary of KfW, Sogepa andSEPI.
The Shareholders’ Agreement does not give the parties to it
any rights to designate Members of the Board of Directors or
management team or to participate in the governance of the
Company. Finally, the Multiparty Agreement provided for the
entry into state security agreements with each of the French
State and German State, which will be described in more detail
below, and certain further undertakings of the Company with
respect to selected matters that affect the interests of the
Current Consortium Members.
3.3.2.1 Corporate Governance Arrangements
After the Consummation, the corporate governance
arrangements of the Company were substantially changed.
These changes are intended to further normalise and simplify
the Company’s corporate governance, reflecting an emphasis
on best corporate governance practices and the absence of a
controlling shareholder group. Certain changes to the Company’s
corporate governance arrangements were provided for in the
Articles of Association, including (i)disclosure obligations for
shareholders that apply when their interests in the Company
reach or cross certain thresholds and (ii)ownership restrictions
prohibiting 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. See sections3.1.11 and 3.1.12
above. In addition, there were changes in the composition of the
Board of Directors and its internal rules. See section4 below.
3.3.2.2 Core Shareholder Arrangements
Grandfathering Agreement
At the Consummation, the French State, Sogepa, the German
State, KfW and GZBV (all parties together the “Parties” and
each, individually, as a “Party”) entered into an agreement with
respect to certain grandfathering rights under the Articles of
Association. Below is a summary of such agreement.
Individual Grandfathering Rights
A Party that is individually grandfathered pursuant to
Article16.1.b of the Articles of Association (such Party holding
“Individual Grandfathering Rights”) shall remain individually
grandfathered in accordance with the Articles of Association if
the new concert with respect to the Company (the “Concert”)
is subsequently terminated (for instance by terminating the
Shareholders’ Agreement) or if it exits the Concert.
In addition, the below listed entities have notified the AFM of
their substantial interest in the Company as of 31December
2015. For further details, please refer to the website of the AFM
at: www.afm.nl:
 BlackRock, Inc. (4.20% of the capital interest and 4.99% of
the voting rights); and
 Capital Group International Inc. together with Capital Research
and Management Company (5.02% of the voting rights).
As of 31December 2015, the Company held, directly or indirectly
through another company in which the Company holds directly
or indirectly more than 50% of the share capital, 1,474,057 of its
own shares, equal to 0.19% of issued share capital. The treasury
shares owned by the Company do not carry voting rights.
For the number of shares and voting rights held by Members
of the Board of Directors and Group Executive Committee,
see “—Corporate Governance — 4.2.1 Remuneration Policy”.
Approximately 2.01% of the share capital (and voting rights) was
held by the Company’s employees as of 31December 2015.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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