DGAP-Adhoc: European Aeronautic Defence and Space Company EADS N.V.: EADS Gears Up for its Extraordinary General Meeting


European Aeronautic Defence and Space Company EADS N.V.  / Key word(s): AGM/EGM

27.03.2013 07:59

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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Ad-hoc release, 27 March 2013

EADS Gears Up for its Extraordinary General Meeting 

  - Makes Amendment To Multiparty Agreement 

  - Update on Agreement's likely Completion date

  - First Meeting of new Board of Directors immediately after Completion

In preparation for its Extraordinary General Meeting (EGM) on Wednesday in
Amsterdam, EADS announces an amendment to the Multiparty Agreement dated
5 December 2012 which the parties agreed to. By exception to the lock-up
provisions and at the request of the Spanish state holding SEPI, it will be
allowed to sell up to 1.15% of EADS' share capital between Completion
(which is Consummation of the transaction by the notarial deed of amendment
of the Articles of Association of EADS) and close of business on 9 April
2013, in order to come close to their future shareholding of 4%.

EADS Shareholders will vote on Wednesday, 27 March 2013, on the resolutions
required to authorize the Consummation of the Multiparty Agreement. As
stated in the Company's press release of 5 December 2012, these
resolutions, if passed, will trigger the implementation of a number of
significant reforms to the Company's corporate governance framework.

If all the resolutions related to the Multiparty Agreement are approved by
the EGM, the Completion is expected to occur on 28 March or 2 April 2013.

The new members of the future Board of Directors of EADS will meet
immediately after the EGM in order to elect the Chairman of the Board,
nominate the Board Committees, and adopt its new rules. These decisions
will only become effective upon Completion.

Upon Completion when the new Board becomes effective, it is also expected
to decide upon 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.

A share buyback can take several forms. In considering a share buyback, the
management's recommendation to the Board will seek to ensure value creation
for all, while maintaining structuring options, financial flexibility,
value and funding discipline for the Company. EADS will also discuss all
options with the Board in seeking to protect the Company's ability to
manage any potential overhang arising from future share sales by core
legacy shareholders and to ensure fair and appropriate treatment for all
shareholders.

EADS will issue a further update in due course.

About EADS

EADS is a global leader in aerospace, defence and related services. In
2012, the Group - comprising Airbus, Astrium, Cassidian and Eurocopter -
generated revenues of EUR 56.5 billion and employed a workforce of over
140,000.

Contacts:

Martin Agüera  +49 175 227 4369

Rod Stone  +33 6 3052 1993

Matthieu Duvelleroy        +33 6 2943 1564

Gregor Kursell  +49 (0)89 607 34255

New Media Section on the EADS website! For information on EADS - photo,
video, sound bites,

background documents - visit www.eads.com/media. Subscribe to our RSS Feed
at www.eads.com/RSS.


27.03.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      European Aeronautic Defence and Space Company EADS N.V.
              P.O. Box 32008
              2303 DA Leiden
              Netherlands
Phone:        00 800 00 02 2002
Fax:          +49 (0)89 607 - 26481
E-mail:       ir@eads.net
Internet:     www.eads.com
ISIN:         NL0000235190
WKN:          938914
Indices:      MDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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