Airbus 2015 Annual Report Download - page 125

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 93 l
GeneralDescription ofthe CompanyanditsShareCapital
Registration Document 2015
3.
3.3 Shareholdings and Voting Rights
a decision of the Shareholders’ Meeting of the Company,
Sogepa and GZBV shall consult each other with a view to
reaching a common position. Should Sogepa and GZBV fail to
reach a common position, Sogepa and GZBV shall remain free
to exercise on a discretionary basis their votes.
Prior consultation. Sogepa and GZBV shall consult each other
on any draft resolution submitted to the Shareholders’ Meeting
other than related to Reserved Matters and the Board Rules.
Balance of Interests
The shareholders agree their common objective to seek a
balance between themselves of their respective interest in the
Company as follows:
 to hold as closely as reasonably possible to 12% of the voting
rights for Sogepa, together with any voting rights attributable
to Sogepa and/or to the French State, pursuant to Dutch
takeover rules except for voting rights attributable due to
acting in concert with the other Parties;
 to hold as closely as reasonably possible to 12% of the voting
rights for GZBV, together with any voting rights attributable to
GZBV and/or to the German State, pursuant to Dutch takeover
rules except for voting rights attributable due to acting in
concert with the other Parties;
 to hold as closely as reasonably possible to 4% of the voting
rights forSEPI, together with any voting rights attributable
toSEPI and/or to the Spanish State, pursuant to Dutch
takeover rules except for voting rights attributable due to
acting in concert with the other Parties.
Mandatory Takeover Threshold
The total aggregate voting rights of the shareholders shall always
represent less than 30% of the voting rights of the Company,
or less than any other threshold the crossing of which would
trigger for any shareholder a mandatory takeover obligation
(the “MTO Threshold”). In the event that the total aggregate
voting rights of the shareholders exceed the MTO Threshold,
the shareholders shall take all appropriate actions as soon as
reasonably practicable, but in any event within 30days, to fall
below the MTO Threshold.
Transfer of Securities
Permitted transfer. Transfer of securities by any shareholder
to one of its affiliates.
Pre-emption right. Pro rata pre-emption rights of the
shareholders in the event any shareholder intends to transfer
any of its securities to a third party directly or on the market.
Call-option right. Call-option right for the benefit of the
shareholders in the event that the share capital or the voting
rights of any shareholders cease to be majority owned directly or
indirectly by the French State, the German State or the Spanish
State as applicable.
Tag-along right. Tag-along right for the benefit ofSEPI in the
event that Sogepa, the French State or any of their affiliates and
any French public entity and GZBV, the German State or any of
their affiliates and any public entity propose together to transfer
all of their entire voting rights interests.
Various provisions
Termination. The Shareholders’ Agreement may cease to
apply in respect of one or more Shareholders and/or their
affiliates, subject to the occurrence of certain changes in its
or their shareholding interest in the Company or in its or their
shareholders.
Governing law. Laws of the Netherlands.
Jurisdiction. Arbitration in accordance with the Rules of
Arbitration of the International Chamber of Commerce, with
the seat of arbitration in The Hague (The Netherlands).
3.3.2.3 Undertakings with Respect to Certain
Interests of Certain Stakeholders
The Company has made certain undertakings and entered into
certain agreements in connection with certain interests of its
former core shareholders and the German State.
State Security Agreements and Related
Undertakings and Negotiations
The Company and the French State have entered into an
amendment to the current convention between the French State
and the Company relating to the ballistic missiles business of
the Company (as so amended, the “French State Security
Agreement”). Under the French State Security Agreement,
certain sensitive French military assets will be held by a Company
subsidiary (the “French Defence Holding Company”). At the
Consummation, the Company contributed certain sensitive
French military assets to the French Defence Holding Company.
The French State has the right to approve or disapprove of —
but not to propose or appoint — three outside Directors to the
Board of Directors of the French Defence Holding Company
(the “French Defence Outside Directors”), at least two of
whom must qualify as Independent Directors under the Board
Rules if they were Members of the Board of Directors. Two of
the French Defence Outside Directors are required to also be
Members of the Board of Directors. French Defence Outside
Directors may neither (i)be employees, managers or corporate
officers of a company belonging to the Group (although they
may be Members of the Board of Directors) nor (ii)have material
on-going professional relationships with the Group.
The Company and the German State have entered into an
agreement relating to the protection of essential interests to
the German State’s security (the “German State Security
Agreement”). Under the German State Security Agreement,
certain sensitive German military assets are held by a Company
subsidiary (the “German Defence Holding Company”). The
Financial Statements 2015
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QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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