EADS Shareholders Approve All Resolutions for Governance Changes
(Source: EADS; issued March 27, 2013)
AMSTERDAM --- EADS has today received approval from shareholders at its Extraordinary General Meeting (EGM) in Amsterdam for a far-reaching overhaul of the company’s corporate governance structure, including the election of new directors.

Shareholders approved all 15 resolutions that are required to authorize the Completion (“Consummation”) of the Multiparty Agreement announced on 5 December 2012 that will normalize and simplify the governance of EADS.

The Completion is expected to occur on 2 April 2013.

Also, the Board of Directors received authorization from shareholders to plan a repurchase of up to 15% of EADS’ outstanding share capital at a maximum price of €50 per share and to cancel shares purchased through the buyback.

Shareholders approved the appointment of the following directors to the future EADS Board of Directors: Manfred Bischoff; Ralph D. Crosby; Tom Enders (Executive Member); Hans-Peter Keitel; Hermann-Josef Lamberti; Anne Lauvergeon; Lakshmi N. Mittal; Sir John Parker; Michel Pébereau; Josep Piqué i Camps; Denis Ranque; and Jean-Claude Trichet.

The members of the new Board of Directors will meet informally after the EGM to prepare the election of the Chairman of the Board, the nomination of the Board Committees, and adoption of its new rules. Those matters will be decided at a Board of Directors meeting immediately after the Completion of the agreement when the new Board becomes effective.

Upon Completion, it is also expected that the Board will decide 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, based on the prevailing market conditions.

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. (ends)

EADS Shareholders Approve Reforms, Cut State Influence
(Source: Deutsche Welle German radio; published March 27, 2013)
EADS shareholders have supported a plan aimed at limiting German and French state influence in the European aerospace company. The move will substantially enhance the firm's competitiveness, its CEO believes.

Shareholders in European Aeronautic Defense and Space Company overwhelmingly adopted a set of 15 amendments aimed at dissolving the company's original shareholders' pact which dated back to the founding of EADS in 2000.

At an extraordinary shareholders' meeting in Amsterdam on Wednesday, the Dutch-registered aerospace giant approved a structural reform, restricting EADS shareholdings by the governments of France, Germany and Spain to a maximum of 30 percent.

In addition, the amendments allow two of the group's founding shareholders, German automaker Daimler and French media group Lagardere, to sell their stakes in EADS.

Moreover, an expanded board of directors of 12 members from six countries will now be allowed to make decisions on acquisitions, alliances and mergers without having to seek approval by any of the three state governments. However, France, Germany and Spain will maintain an influence on strategic issues affecting national security.

Noting that the company's board would become fully independent, Chief Executive Tom Enders said that EADS would now become a normal company.

CEO Enders had pressed for the reforms after the German government last October blocked his plan to merge EADS with British defense company BAE Systems.

On Wednesday, EADS shareholders also approved a shares buyback of 15 percent under efforts to drive EADS' free-floating stock below 70 percent.


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