05 Dec 12. 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 normalising 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 customary regulatory conditions and to Germany (through
Kreditanstalt für Wiederaufbau (KfW), the investment arm of the German State) acquiring an initial block of 5 percent of EADS, an Extraordinary General Meeting of shareholders will be held during the first half of 2013, to vote on the proposed changes to the company’s Articles of Association, on the proposed share buy-back and to elect new directors.
New Shareholding Structure and New Governance
Key elements of the agreement are:
• France and Germany intend to build equal ownership positions, while the
present core industrial shareholders, Daimler AG and Lagardère SCA, are provided with a path to partially divest and will eventually be free to trade their shares at their discretion.
• 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 (approximately 12 plus 12 plus 4 percent). 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 percent threshold by shareholder individually or collectively.
• The three States have agreed that, upon the request of any of them, they would vote against a future change to a limited number of the new governance provisions.
• The future EADS Board will comprise 12 members, proposed by the
Remuneration and Nomination Committee, including a Chairman, a Chief
Executive Officer and at least 8 independent Non-Executive Directors.
The majority of Directors as well as two thirds of the members of the
Executive Committee will be EU nationals.
• Certain specific French and German national security interests will be
protected through the creation of “national defence 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”. Two of such directors of each “national
defence company” shall be members of the EADS Board.
• 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. Evolution of Core Shareholding and Share Buy-back
Daimler AG and Lagardère SCA intend to substantially reduce their participation in EADS – either immediately or in the near future.
1) Disposal by Daimler AG
Before year-end 2012, Daimler AG intends to reduce its shareholding in EADS by up to 7.44 percent of the share capital1. In this context, KfW intends to buy approximately 2.76 percent1.
In parallel, and at a price determined by reference to the contemplated transaction with Daimler AG, KfW intends to buy the privately-held interests in the Dedalus consortium, which owns a total of 7.44 percent of EADS’ share capital1.
Ultimately, KfW, together with other German public entities currently holding interests in Dedalus, will thus own a total economic interest of c. 10.2 percent in EADS1 (corresponding to 12 percent1 after completion of the below-mentioned up-to-15 percent share buy-back if at maximum level).
2) Share buy-back
Subject to market conditions and to the approval of the Extraordinary
General Meeting, EADS intends to impleme