Pursuant to the Articles of Association of the Company as amended by the Extraordinary General Meeting of Shareholders held on 22^nd October 2007, the Board of Directors is responsible for the management of the Company.

The Board of Directors consists of a maximum of eleven members appointed and removed by the shareholders’ meeting. The Board of Directors adopted rules governing its internal affairs (the “Rules”) at a Board of Directors’ meeting held on 7^th July 2000. The Rules were amended at a Board of Directors’ meeting held on 5^th December 2003 to take into account recommendations for changes to corporate governance. These rules were further amended at a Board of Directors’ meeting held on 22^nd October 2007, to take into account the corporate governance modifications approved during the Extraordinary General Meeting of Shareholders held the same day.

The Rules specify the composition, the role and the key responsibilities of the Board of Directors, and also determine the manner of appointment and the responsibilities of the Chairman and the Chief Executive Officer. The Rules also specify the creation of three committees (the Audit Committee, the Remuneration and Nomination Committee and the Strategic Committee) and specify their composition, role and operating rules.

The Board of Directors has also adopted specific Insider Trading Rules, which restrict its members from trading in EADS shares in certain circumstances (for more information, please see “Part 2/Governing Laws”).

The parties to the Participation Agreement (as amended on 22^nd October 2007 and as defined in the opening paragraph of “Part 2/Relationships with Principal Shareholders”) have agreed that the voting rights attached to the Indirect EADS Shares shall be exercised by EADS Participations B.V. to ensure that the Board of Directors of EADS comprises the Directors of EADS Participations B.V. and four additional independent Directors.

According to the Rules, an independent Director is defined as “a Director who is not an officer, director, employee, agent or otherwise has any significant commercial or professional connection with either the Dasa Group, the Lagardère Group, the Sogepa (Note:Société de Gestion de Participations Aéronautiques) Group, the Sepi Group, the French State, the German State, the Spanish State or the EADS Group”.

Pursuant to the Participation Agreement, the Board of Directors comprises eleven members as follows (the “Board of Directors”, the members of the Board of Directors being referred to as the “Directors”):

• One non-executive Chairman, appointed on joint proposal by the Daimler-Directors and the Société de Gestion de l’Aéronautique, de la Défense et de l’Espace (“Sogeade”)– Directors;
• The Chief Executive Officer of EADS, appointed on joint proposal by the Daimler-Directors and the Sogeade-Directors;
• Two nominated by Daimler;
• Two nominated by Sogeade;
• One nominated by the Sociedad Estatal de Participaciones Industriales (“SEPI”), so long as the Indirect EADS Shares⁽²⁾ held by SEPI represent 5% or more of the total number of EADS Shares but in any case until the general meeting of shareholders to be held in 2012; and
• Four independent Directors, jointly proposed by the Chairman and the Chief Executive Officer of EADS and individually approved by the Board.

Pursuant to the Articles of Association, each member of the Board of Directors holds office for a term expiring at the Annual General Meeting of EADS to be held in 2012. Members of the Board of Directors will be elected at each fifth Annual General Meeting thereafter.

The shareholders’ meeting may at all times suspend or dismiss any member of the Board of Directors. There is no limitation on the number of terms that a Director may serve.

The Board of Directors appoints a Chairman, upon the joint proposal of the Daimler-Directors and the Sogeade-Directors. The Chairman ensures the smooth functioning of the Board of Directors in particular with respect to its relations with the Chief Executive Officer with whom he teams up for top level strategic discussions with outside partners, which are conducted under his supervision.

The Chairman shall have either French or German nationality, provided that the Chief Executive Officer is of the other nationality.

The Chairman can submit his resignation as Chairman to the Board of Directors or can be dismissed as Chairman by the Board of Directors, upon the joint proposal of the Daimler-Directors and the Sogeade-Directors. The appointment further terminates if the Chairman is dismissed or resigns as Director. Immediately following the dismissal or resignation of the Chairman, and if the Daimler-Directors and the Sogeade-Directors do not immediately jointly designate a new Chairman, the Board of Directors appoints by simple majority a Director (with the same citizenship as the former Chairman) as interim Chairman for a period which expires at the earlier of either (i) twenty clear days after the Daimler-Directors and the Sogeade-Directors jointly designate a new Chairman (during which period, a Board of Directors meeting is called in order to appoint the new Chairman, upon the joint proposal of the Daimler-Directors and the Sogeade-Directors), or (ii) two months from that interim Chairman’s appointment.

Upon request by any member of the Board of Directors made three years after the beginning of the Chairman’s term and alleging that significant adverse deviation(s) from objectives and/or failure(s) to implement the strategy defined by the Board of Directors occurred, the Board of Directors shall meet, to decide whether deviations and/or failures actually occurred during this period and if so, to decide whether to renew its confidence to the Chairman (the “Vote of Confidence”). The Board of Directors resolves upon such Vote of Confidence by simple majority. The Chairman is removed if he does not obtain such Vote of Confidence, a new Chairman being then appointed in accordance with the above.

The Board of Directors also appointed a Chief Executive Officer to be responsible for the day-to-day management of the Company, upon the joint proposal by the Daimler-Directors and the Sogeade-Directors.

The way the Chief Executive Officer can resign or be dismissed and the way the Chief Executive Officer would, if any, be replaced are identical to those applying to the Chairman. The Vote of Confidence procedure stated above is also applicable to the Chief Executive Officer under the same conditions as for the Chairman.

The Company is represented by the Board of Directors or by the Chief Executive Officer. The Chief Executive Officer shall not enter into transactions that form part of the key responsibilities of the Board of Directors unless these transactions have been approved by the Board of Directors.

The key responsibilities of the Board of Directors include amongst others:

• Approving any change in the nature and scope of the business of the Group;
• Approving any proposal to be submitted to the General Meeting of shareholders in order to amend the articles of association of EADS (Qualified Majority);
  Approving the overall strategy and the strategic plan of the Group;
• Approving substantial to the business plan and the yearly budget of the Group;
• Setting the major performance targets of the Group;
• Designating or removing the Chairman and the Chief Executive Officer and deciding upon the designation or removal of the Chief Executive Officer of Airbus (Qualified Majority);
• Appointing the members of the Executive Committee (see below), as a whole team, not on an individual basis;
• Establishing and approving amendments to the Rules and to the rules for the Executive Committee (Qualified Majority);
• Deciding upon the appointments of the Airbus Shareholders’ Committee, the EADS Corporate Secretary and the chairmen of the Supervisory Board (or similar organ) of other important Group companies and business units;
• Approving material changes to the organisational structure of the Group;
• Approving investments, projects or product decisions or divestments of the Group with a value exceeding €350,000,000 (it being understood that this item shall require the Qualified Majority only for investments, projects or product decisions or divestments of the EADS Group with a value exceeding €500,000,000);
• Approving strategic alliances and co-operation agreements of the Group (Qualified Majority);
• Approving matters of shareholder policy, major actions or major announcements to the capital markets;
• Approving any material decision regarding the ballistic missiles business of the Group (Qualified Majority);
• Approving other measures and business of fundamental significance for the Group or which involve an abnormal level of risk;
• Approving any proposal by the Chairman and the Chief Executive Officer as to the appointment of the independent Directors, for submission to the General Meeting of shareholders.

The Board of Directors met twelve times during 2007 and was regularly informed of developments through business reports from the Chief Executive Officer(s), including rolling forecasts as well as strategic and operational plans. The average attendance rate at such meetings was 80%.

On 5^th April 2007, Manfred Bischoff presented his resignation as Chairman and member of the Board of Directors and the Board of Directors decided to designate Rüdiger Grube as his successor in the position of Chairman of the Board. On 9^th May 2007, the Board of Directors nominated Marwan Lahoud as Chief Strategy and Marketing Officer (from 11^th June 2007 on), and Carlos Suárez as Head of the Military Transport Aircraft (from 1^st July 2007 on) and as members of the Executive Committee. On 16^th July 2007, the EADS core shareholders have decided, together with the EADS management team, to implement a new management and leadership structure. In consequence, a simplification of the dual-headed management structure has been proposed to an Extraordinary General Meeting of Shareholders held on the 22^nd October 2007, which approved the changes and newly constituted the Board of Directors. Henceforth, EADS is led by a single Chairman (Rüdiger Grube) and a single Chief Executive Officer (Louis Gallois). The number of independent members on the Board of Directors has been increased to four and the Chief Executive Officer remains the only executive director. Furthermore, the Board’s voting rules have been amended. In the context of this governance change, former co-Chief Executive Officer Thomas Enders is now assuming the position of Head of Airbus since 27^th August 2007.

Other topics intensively discussed, and operations authorised at the Board of Directors meetings included: EADS’ strategy (including M&A matters and the competitive environment), major business issues such as the A380 recovery efforts and the implementation of the Power8 programme, the A350 programme progresses and Airbus future product strategy, the regular updates on the A400M and the NH90 programmes, the approval of operational plans, reorganisation topics, budgets, the Group’s financial results and forecasts, as well as the discussions regarding the implementation of a compliance organization. The Board of Directors also dealt with topics regarding personnel and human resources, such as management qualification, remuneration (including a long-term incentive plan and an employee share ownership plan) as well as attracting, retaining and developing individuals with high potential in order to ensure the future quality of EADS’ management and the multinational leadership structure.

Each Director shall have one vote, provided that, if there are more Sogeade-nominated Directors than Daimler-nominated Directors present or represented at the meeting, the Daimler-nominated Director who is present at the meeting can exercise the same number of votes as the Sogeade-nominated Directors who are present or represented at the meeting, and vice versa. All decisions of the Board of Directors shall be taken by a simple majority of votes (six Directors, present or represented, voting in favour of the decision), except for the votes relating to certain matters which can only be validly resolved upon a majority of votes including the unanimous vote of the two Sogeade nominated Directors and the two Daimler nominated Directors (the Qualified Majority). The quorum for the transaction of business at meetings of the Board of Directors requires the presence of at least one of the Sogeade-nominated Directors and one of the Daimler-nominated Directors. A Director can authorise another Director to represent him or her at a Board meeting and to vote on his or her behalf. Such authorisation shall be in writing.

In the event of a deadlock in the Board of Directors, other than a deadlock giving Daimler the right to exercise the put option granted to it by Sogeade (see “Part 2/Relationships with Principal Shareholders — Put Option”), the matter shall be referred to Arnaud Lagardère (or such person as shall be nominated by Lagardère) as representative of Sogeade and to the chief executive officer of Daimler. In the event that the matter in question, including a deadlock giving Daimler the right to exercise the put option (but in this case with the agreement of Sogepa and Daimler) is a matter within the competence of the General Meeting of EADS, a resolution on the issue shall be put to the General Meeting, with the voting rights of Sogeade, Daimler and SEPI being negated.

Pursuant to the Rules, the Board of Directors is empowered to form committees from its members. In addition to the Audit Committee, the Remuneration and Nomination Committee and the Strategic Committee, the Board of Directors may form other committees to which it may transfer certain minor or ancillary decision-making functions although such assignment does not negate the joint responsibility of all Directors. The quorum for the transaction of business at any meeting of a committee shall be at least one Director appointed by Sogeade and at least one Director appointed by Daimler. All decisions of a committee require the simple majority of the members.

In addition to the Rules, the work of the Board of Directors is governed by internal directors’ guidelines (the “Directors’ Guidelines”) adopted, in a meeting of 10^th December 2004, in light of Corporate Governance best practices. The Directors Guidelines are composed of a Directors’ charter (the “Directors’ Charter”) detailing the rights and duties of the members of the Board of Directors, an Audit Committee charter (the “Audit Committee Charter”) and a Remuneration and Nomination Committee charter (the “Remuneration and Nomination Charter”) each such charter setting forth the respective committees’ enhanced roles. The above-mentioned Charters were amended to take into account the changes made to the Corporate Governance of EADS in 2007. A charter was also established for the Strategic Committee created in 2007.

The Directors’ Charter sets out core principles that bind each and every Director, such as acting in the best interest of the Company and its stakeholders, devoting necessary time and attention to the carrying out of their duties and avoiding any and all conflicts of interest.

 

The Company has not appointed observers to the Board of Directors. Pursuant to applicable Dutch law, the employees are not entitled to elect a Director. There is no minimum number of shares that must be held by a Director.