The EADS Board of Directors and the company’s core shareholders have agreed on a far-reaching change of the company’s shareholding structure and governance. This agreement aims at normalizing and simplifying the governance of EADS while securing a shareholding structure that allows France, Germany and Spain to protect their legitimate strategic interests. Subject to the vote of the Extraordinary General Meeting of the shareholders of EADS, the present shareholder pact, called “Participation Agreement”, in place since the company’s foundation in 2000, will be terminated and replaced by a new, limited arrangement between the French, German and Spanish Governments. France, Germany and Spain have agreed on a capped government shareholding, with Germany and France intending to ultimately hold up to 12% each and Spain circa 4%. The three states will have reciprocal pre-emption rights. The amended Articles of Association of EADS will contain an ownership and voting restriction from crossing the 15% threshold by shareholder individually or collectively. Certain specific French and German national security interests will be protected through the creation of “national defense companies” holding sensitive military assets, and including the rights of France and Germany to consent to three outside directors to the board of their respective “national defence companies”. Under the new governance scheme, no veto right will be given to any group of Directors in the Board or to any shareholder at the Shareholders’ Meeting.
- Board & Management Changes
- Investment & Company Information