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The Company was founded with an authorised share capital of 500,000 Netherlands Guilders (“NLG”) divided into 500 shares each having a nominal value of 1,000 NLG, of which 100 were issued to Aerospatiale Matra on 29th December 1998. These shares were transferred to Dasa AG by way of notarised transfer certificate on 28th December 1999.
The changes in the shareholding of the Company since its initial public offering and listing are set forth below (for a description of the changes in the issued share capital of the Company since its incorporation, see “Changes in the Issued Share Capital Since Incorporation of the Company”).
Since July 2000, 4,293,746 EADS shares (representing 0.52% of the share capital of EADS as of the date of this document) have been distributed without payment of consideration by the French State to certain former shareholders of Aerospatiale Matra as a result of its privatisation in June 1999. The last distribution took place in July 2002.
In addition, in January 2001, the French State and Lagardère sold on the market all of their EADS shares (respectively 7,500,000 and 16,709,333 EADS shares) other than their Indirect EADS Shares (and, in the case of the French State, other than the EADS shares to be distributed to former shareholders of Aerospatiale Matra, see "Relationships with Principal Shareholders — Specific Rights and Undertakings of the French State”) that they held as a result of the non-exercise of the over-allotment option granted to the underwriters in the context of the initial public offering carried out by the Company for the purpose of its listing in July 2000 (including, in the case of Lagardère, those shares other than its Indirect EADS Shares purchased from the French Financial Institutions at the end of the exercise period of the over-allotment option).
On 8th July 2004, DaimlerChrysler announced that it had placed on the market (in the context of a hedging transaction) all of its EADS shares (22,227,478 EADS shares), representing 2.73% of the capital and 2.78% of the EADS voting rights at that date, except for its Indirect EADS Shares. On 20th July 2004, the Company cancelled 5,686,682 of its own shares. Finally, during 2004 and until the date of this document, the Company issued 490,609 shares following the exercise of options granted to Group employees within the framework of stock option plans granted to them in 2000, 2002 and 2003 (see “Part 1 / Options Granted to Employees”).
Since the date of filing with the AMF of the Document de Référence of the Company for the financial year 2004 (19th April 2005), the Company has not received any threshold notification. To the knowledge of the Company, none of the shareholders of the Company, other than as disclosed in the chart below, hold more than 5% of the share capital or voting rights of the Company.
The Division of the issued shares and voting rights of the Company before exercise of outstanding stock options granted for the subscription of EADS shares (see “Part 1 / Options Granted to Employees”) in respect of the past three years is indicated in the table below:
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| Shareholders | Position as at 31st Dec. 2005 | Position as at 31st Dec. 2004 | ||||
| % of capital |
% of voting rights |
Number of shares |
% of capital |
% of voting rights |
Number of shares | |
| DC KG (EADS shares held by Dasa AG until 2005) | 29.89% | 30.29% | 244,447,704 | 30.20% | 30.43% | 244,447,704 |
| SOGEADE | 29.89% | 30.29% | 244,447,704 | 30.20% | 30.43% | 244,447,704 |
| SEPI | 5.47% | 5.53% | 44,690,871 | 5.52% | 5.56% | 44,690,871 |
| Sub-total Contractual Partnership | 65.25% | 66.11% | 533,586,279 | 65.92% | 66.42% | 533,586,279 |
| Dasa AG | - | - | - | - | - | - |
| French State | 0.06% | 0.06% | 502,746* | 0.06% | 0.06% | 502,746 |
| Public | 33.39% | 33.83% | 273,061,396** | 33.25% | 33.52% | 269,248,792 |
| Own share buy-back*** | 1.30% | — | 10,592,709 | 0.77% | — | 6,241,252 |
| Total | 100.00% | 100.00% | 817,743,130 | 100.00% | 100.00% | 809,579,069 |
| Shareholders | Position as at 31st Dec. 2003 | |||||
| % of capital |
% of voting rights |
Number of shares | ||||
| DC KG (EADS shares held by Dasa AG until 2005) | 30.07% | 30.52% | 244,447,704 | |||
| SOGEADE | 30.07% | 30.52% | 244,447,704 | |||
| SEPI | 5.50% | 5.58% | 44,690,871 | |||
| Sub-total Contractual Partnership | 65.64% | 66.62% | 533,586,279 | |||
| Dasa AG | 2.73% | 2.78% | 22,227,478 | |||
| French State | 0.06% | 0.06% | 502,746 | |||
| Public | 30.10% | 30.54% | 244,640,745 | |||
| Own share buy-back*** | 1.47% | — | 11,927,934 | |||
| Total | 100.00% | 100.00% | 812,885,182 | |||
| (*) | Shares held by the French State following the distribution without payment of consideration of 4,293,746 shares to certain former shareholders of Aerospatiale Matra as a result of its privatisation in June 1999. All the shares currently held by the French State will have to be sold on the market. |
| (**) | Including EADS employees. As at 31st December 2005, EADS employees hold approximately 2.25% of the share capital and 2.28% of the voting rights. |
| (***) | The EADS shares owned by the Company itself do not carry voting rights. |
To the knowledge of the Company, except as disclosed previously in “Relationships with Principal Shareholders”, there are no pledges over the shares of the Company.
The Company requested a disclosure of the identity of the beneficial holders of its shares held by identifiable holders (“Titres au porteur identifiables”) holding more than 10,000 shares each. The study, which was completed on 31st December 2005, resulted in the identification of 1,552 shareholders holding a total of 234,778,123 EADS shares (including 3,254,107 shares held by Iberclear on behalf of the Spanish markets and 20,842,757 shares held by Clearstream on behalf of the German market).
The shareholding structure of the Company is as shown in the diagram in “Shareholding Structure”.
For further information on changes to shareholdings since 31st December 2005, see also “Recent Developments”.
