Draft Terms of Conversion in English 0.01 MB

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Draft Terms of Conversion in English 0.01 MB

1 This is an unofficial English translation of the draft terms of conversion of Airbus Group N.V. in the Dutch language. In case of differences in translation, the Dutch text shall prevail DRAFT TERMS OF CONVERSION THE UNDERSIGNED acting for the purposes hereof as members of the board of directors (the "Board") of Airbus Group N.V., a public limited liability company under Dutch law, having its corporate seat at Amsterdam (address: 2333 CS Leiden, Mendelweg 30, trade register number: 24288945) (the "Company"). HEREBY PROPOSE THE FOLLOWING DRAFT TERMS OF CONVERSION 1. It is proposed to convert the Company into a European public limited-liability company (SE) with its registered office in the Netherlands pursuant to Articles 2(4) and 37 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and Article 10 of the Dutch Act Implementing the SE Regulation (the "Conversion"). 2. In connection with and with effect from the Conversion, it is proposed that the Company's articles of association will be amended in connection with the Company's new legal form and the requirements which follow from the above-mentioned Council Regulation and Dutch Act (the "Amendment") (see Annex A). 3. It is envisaged that, in connection with the Conversion, the Company will form, inter alia, an SE Works Council (replacing its existing European Works Council and its committees) that will have the authorities set forth in an agreement entered into with the special negotiating body established in connection with the Conversion. 4. The Board retains the authority to revoke the proposal to implement the Conversion and the Amendment until such time as the Conversion and the Amendment have become effective. 50094850 M 12197577 / 11 2 The Board of Directors Denis Ranque, Chairman Tom Enders, Chief Executive Officer Manfred Bischoff, Director Ralph Dozier Crosby, Jr., Director Hans-Peter Keitel, Director Hermann-Josef Lamberti, Director Anne Lauvergeon, Director Lakshmi N. Mittal, Director Sir John Parker, Director Michel Pébereau, Director Josep Piqué i Camps, Director Jean-Claude Trichet, Director 50094850 M 12197577 / 11 .

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