Ad-hoc release: EADS Gears Up for its Extraordinary General Meeting
27 March 2013
- Makes Amendment To Multiparty Agreement
- Update on Agreement’s likely Completion date
- First Meeting of new Board of Directors immediately after Completion
In preparation for its Extraordinary General Meeting (EGM) on Wednesday in Amsterdam, EADS announces an amendment to the Multiparty Agreement dated 5 December 2012 which the parties agreed to. By exception to the lock-up provisions and at the request of the Spanish state holding SEPI, it will be allowed to sell up to 1.15% of EADS’ share capital between Completion (which is Consummation of the transaction by the notarial deed of amendment of the Articles of Association of EADS) and close of business on 9 April 2013, in order to come close to their future shareholding of 4%.
EADS Shareholders will vote on Wednesday, 27 March 2013, on the resolutions required to authorize the Consummation of the Multiparty Agreement. As stated in the Company's press release of 5 December 2012, these resolutions, if passed, will trigger the implementation of a number of significant reforms to the Company's corporate governance framework.
If all the resolutions related to the Multiparty Agreement are approved by the EGM, the Completion is expected to occur on 28 March or 2 April 2013.
The new members of the future Board of Directors of EADS will meet immediately after the EGM in order to elect the Chairman of the Board, nominate the Board Committees, and adopt its new rules. These decisions will only become effective upon Completion.
Upon Completion when the new Board becomes effective, it is also expected to decide upon whether to undertake a share buyback programme, including determining the size, timing and form of such a programme and the extent to which the Company may participate in possible core Shareholder offerings of EADS shares.
A share buyback can take several forms. In considering a share buyback, the management's recommendation to the Board will seek to ensure value creation for all, while maintaining structuring options, financial flexibility, value and funding discipline for the Company. EADS will also discuss all options with the Board in seeking to protect the Company's ability to manage any potential overhang arising from future share sales by core legacy shareholders and to ensure fair and appropriate treatment for all shareholders.
EADS will issue a further update in due course.
EADS is a global leader in aerospace, defence and related services. In 2012, the Group – comprising Airbus, Astrium, Cassidian and Eurocopter – generated revenues of € 56.5 billion and employed a workforce of over 140,000.
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