EADS to undergo major ownership change

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.

Tom Enders, chief executive officer of EADS said: “Today is a good day for EADS! We are making a big leap forward in terms of governance, actually the most important change since the creation of our company more than 12 years ago. Strategy and industrial projects in the future will be solely defined and decided by the Board of Directors and the Executive team, the operations will be managed without any outside interference from specific shareholders or shareholder concerts. At the same time, the company will take care of legitimate national security interests of governments through appropriate undertakings. The new shareholder structure allows for a significant increase in the free float of shares. Our intention for a major share buy-back next year, based on our strong liquidity position, will benefit all shareholders. Finally, I'd like to thank the governments of France, Germany and Spain as well as Daimler and Lagardère for their active support in reaching this important agreement.

"I can say, the Executive management team is very excited about this development and the opportunities that flow from it for the future of our great company."

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 theShareholders’ Meeting.

Daimler AG and Lagardère SCA intend to substantially reduce their participation in EADS – either immediately or in the near future. Eventually, the free float of