Article 2:146 of the Dutch Civil Code provides as follows:
“Unless the articles of association provide otherwise, a company (naamloze vennootschap) shall be represented by its board of supervisory directors in all matters in which it has a conflict of interest with one or more of the members of its Board of Directors. The shareholders’ meeting shall at all times have powers to designate one or more persons for this purpose”. In the case of EADS, the Articles of Association do provide otherwise since they enable the Board of Directors to have power to represent the Company in matters where the Company has a conflict of interest with one or more members of the Board of Directors.
During the year 2007, no agreement was entered into by the Company with one of its directors or principal officers or a shareholder holding more than 5% of the voting rights of the Company outside the ordinary course of business and in conditions other than arm’s length conditions. See Note 32 to the Consolidated Financial Statements for the years ended 31st December 2007 and 31st December 2006 in “EADS N.V. Consolidated Financial Statements” and Note 32 to the Consolidated Financial Statements for the year ended 31st December 2005 as incorporated in this Registration Document (see Financial Statements).
For a description of the relationships between the Company and its principal shareholders, see “Part 2/Relationships with Principal Shareholders”. Other than the relationships between the Company and its principal shareholders described in Part 2/3.3.2, there are no potential conflicts of interest between the duties to the Company of the Directors and their respective private interests or other duties.
