Table of contents
Calling of meetings
Shareholders’ Meetings are held as often as the Board of Directors deems necessary or upon the request of shareholders holding, individually or together, at least 10% of the total issued share capital of the Company. The Annual General Meeting of Shareholders of the Company is held within six months of the end of the fi nancial year.
The Board of Directors must give notice of general meetings at least 42 days before the day of the Meeting through publication of a notice on the Company’s website, which will be directly and permanently accessible until the Meeting. The convening notice must state the items as set out under Section 2:114 paragraph 1 of the Dutch Civil Code.
Shareholders’ Meetings are held in Amsterdam, The Hague, Rotterdam or Haarlemmermeer (Schiphol Airport). The Board of Directors may decide that shareholders’ meetings may be attended by means of electronic or video communication devices from the locations mentioned in the convening notice.
The Board of Directors must announce the date of the Annual General Meeting of Shareholders at least 10 weeks before the Meeting. Requests made by one or more shareholders collectively representing at least 1% of the issued share capital (or shares having an aggregate market value of € 50 million) to put items on the agenda for the Annual General Meeting of Shareholders must be effected by the Board of Directors, if such requests to the Board of Directors have been made at least 8 weeks prior to the date scheduled for the Meeting and unless reasonableness and fairness require otherwise.
A request as referred to in the preceding paragraph may only be made in writing. The Board of Directors can decide that in “writing” is understood to include a request that is recorded electronically.
Right to attend meetings
Each holder of one or more shares may attend shareholders’ meetings, either in person or by written proxy, speak and vote according to the Articles of Association. See “— 220.127.116.11 Conditions of Exercise of Right to Vote”. A shareholder or person who has the right to attend a meeting can see to it that he is represented by more than one proxy holder, provided that only one proxy holder can be appointed for each share.
The persons who have the right to attend and vote at shareholders’ meetings are those who are so on record in a register designated for that purpose by the Board of Directors on the 28th day prior to the day of the shareholders’ meeting (the “Registration Date”), irrespective of who may be entitled to the shares at the time of that meeting.
Any person who is entitled to exercise the rights set out in the above paragraph (either in person or by means of a written proxy) and is attending the Meeting from another location in such a manner that the person acting as Chairman of the Meeting is convinced that such a person is properly participating in the Meeting, shall be deemed to be present or represented at the Meeting, shall be entitled to vote and shall be counted towards a quorum accordingly.
As a prerequisite to attending the shareholders’ meeting and to casting votes, the Board of Directors, or alternatively an entity or person so designated by the Board of Directors, should be notifi ed in writing by each holder of one or more shares and those who derive the aforementioned rights from these shares, not earlier than the Registration Date, of the intention to attend the Meeting. Ultimately this notice must be received by the Board of Directors, or alternatively an entity or person so designated by the Board of Directors, on the day mentioned in the convening notice.
Holders of shares that are registered in the shareholders’ register kept in Amsterdam have the option of holding them through Euroclear France S.A. In this case the shares are registered in the name of Euroclear France S.A.
Shareholders holding their EADS shares through Euroclear France S.A. who wish to attend general meetings will have to request from their fi nancial intermediary or accountholder an admission card and be given a proxy to this effect from Euroclear France S.A. in accordance with the instructions specified by the Company in the convening notice. For this purpose, a shareholder will also be able to request that it be registered directly (and not through Euroclear France S.A.) in the register of the Company. However, only shares registered in the name of Euroclear France S.A. may be traded on stock exchanges.
In order to exercise their voting rights, the shareholders will also be able, by contacting their financial intermediary or accountholder, to give their voting instructions to Euroclear France S.A. or to any other person designated for this purpose, as specified by the Company in the convening notice.
Pursuant to its Articles of Association, EADS may provide for electronic means of attendance, speaking and voting at the shareholders’ meetings. The use of such electronic means will depend on the availability of the necessary technical means and market practice.
Majority and quorum
All resolutions are adopted by means of a simple majority of the votes cast except when a qualifi ed majority is prescribed by the Articles of Association or by Dutch law. No quorum is required for any shareholders’ meeting to be held. Dutch law requires a special majority for the passing of certain resolutions: inter alia, capital reduction, exclusion of pre-emption rights in connection with share issues, statutory mergers or statutory de-mergers; the passing of such resolutions requires a majority of two-thirds of the votes cast if 50% of the share capital with voting rights is not present at the Meeting (or otherwise a simple majority). In addition, resolutions to amend the Articles of Association or to dissolve the Company may only be adopted with a majority of at least two-thirds of the valid votes cast at a shareholders’ meeting, whatever the quorum present at such meeting.
Pledgees of shares and benefi ciaries of a usufruct, which do not have voting rights, do not have the right to attend and to speak at shareholders’ meetings. The owners of shares which are subject to a pledge or a usufruct, which do not have voting rights, are entitled to attend and to speak at shareholders’ meetings.
Conditions of exercise of right to vote
In all shareholders’ meetings, each shareholder has one vote in respect of each share it holds. The major shareholders of EADS – as set forth in “— 3.3.2 Relationships with Principal Shareholders” – do not enjoy different voting rights from those of the other shareholders.
A shareholder whose shares are subject to a pledge or usufruct shall have the voting rights attaching to such shares unless otherwise provided by law or by the Articles of Association or if, in the case of a usufruct, the shareholder has granted voting rights to the usufructuary. Pursuant to the Articles of Association and subject to the prior consent of the Board of Directors, a pledgee of shares in the Company may be granted the right to vote in respect of such pledged shares.
Article 25 (paragraph 2 and 3) of the Articles of Association provides that “The right to vote can be granted to an usufructuary. The right to vote can be granted to a pledgee, but only with the prior consent of the Board of Directors. No vote may be cast at the General Meeting of Shareholders on a share that is held by the Company or a subsidiary; nor for a share in respect of which one of them holds the depositary receipts. Usufructuaries and pledgees of shares that are held by the Company or its subsidiaries are, however, not excluded from their voting rights, in case the right of usufruct or pledge was vested before the share was held by the Company or its subsidiary.”