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Information Notice Annual General Meeting InFormation noTIcE AnnuAl gEnErAl MEETIng on Friday, May 4, 2007 at 10:30 a.m. at Hotel Okura Amsterdam, Ferdinand Bolstraat 333, 1072 LH Amsterdam, The Netherlands Ways of participating in the Meeting p. 2 Agenda p. 3 Text of the resolutions proposed by the Board of Directors p. 4 Executive Summary p. 8 Presentation of the resolutions proposed by the Board of Directors p. 17 Financial statements - Summary p. 20 Shareholders Information p. 25 EADS INFORMATION NOTICE 2007 WAyS oF parTIcipating In ThE MEETIng Iv. To attenD AnD To vote at ThE AnnuAl In order to participate in the meeting, please choose one of the following GenErAl Meeting options, detailed below: If you wish to attend and to vote at the meeting, you must I. to grAnT A Power oF attornEy To ThE chairmen; shade box 4 on the Form attached in order to receive an II. to Provide voting InstructionS; admission card. III. to grAnT A Power oF attornEy To A specified perSon; This card is provided upon request: Iv. to attenD AnD To vote at ThE AnnuAl GenErAl Meeting. ● either by your financial broker, I. To grAnT A Power oF attornEy ● or by EADS Securities Department, ARLIS, 6 rue Laurent To ThE chairmen Pichat, 75216 Paris cedex 6, France. If you wish to grant to the Chairmen a power of attorney to In this case, you will be admitted to the meeting only upon vote each resolution and amendments or new resolutions, if presentation of this admission card and a valid proof of any, presented at this meeting, you must shade box on the identity. voting form / attendance card request (the “Form”) attached. II. To Provide voting InstructionS Whichever your choice is, whether I, II, III or IV, just In order to provide voting instructions to Euroclear France S. shade and fill out the appropriate items on the Form as A., in the name of which your shares are registered in the indicated above. Then date and sign before returning it, shareholders’ register of EADS, you must shade and fill out following the case, to your financial broker or to EADS box on the Form attached. Securities Department. To express your choice, proceed as follows: Your Form must be received: ● If you wish to vote FOR a resolution and amendment or ● by your financial broker no later than April 26, 2007, new resolution, if any, presented at this meeting, do not ● or by EADS Securities Department no later than shade the corresponding box. April 27, 2007. ● If you wish to vote AGAINST a resolution and Any Form received beyond that date will be disregarded. amendment or new resolution, if any, shade the corresponding box. In any case, if you wish to participate in the meeting, your financial broker or EADS Securities Department, shall justify III. To grAnT A Power oF attornEy on your behalf your status as a holder of EADS shares. To a specified perSon If you wish to grant a power of attorney to a specified person to vote each resolution, and amendments or new resolutions, if any, presented at this meeting, you must shade and fill out The Annual General Meeting Documentation (i.e. Agenda and box 3 on the Form attached. text of draft resolutions, Board report, 006 audited annual financial statements and auditors’ report) is available at the In this case, the specified person will be admitted to the EADS headquarters in The Netherlands and at EADS head meeting only upon presentation of an admission card and a offices at the following addresses: valid proof of identity. ● in France, 37, boulevard de Montmorency, 7506 Paris, ● in Germany, Willy-Messerschmitt-Str. – Tor 85521 Ottobrunn ● in Spain, Avenida de Aragón 404, 80 Madrid, as well as at: EADS Securities Department, ARLIS, 6 rue Laurent Pichat, 75216 Paris cedex 6, France. This documentation will also be available on our web-site www.eads.com (Investor Relations). EADS INFORMATION NOTICE 2007 AgEnda 1 Adoption of the Report of the Board of Directors including the: - chapter on corporate governance, - policy on dividends, - proposed remuneration policy including arrangements for the grant of stock options and performance shares, and rights to subscribe for shares for the Members of the Board of Directors; 2 Adoption of the audited accounts for the financial year 006; 3 Approval of the result allocation for the financial year 006; 4 Release from liability of the Members of the Board of Directors; 5 Appointment of the auditors for the financial year 007; 6 Appointment of Mr. Michel Pébereau as a Member of the Board of Directors; 7 Appointment of Mr. Bodo Uebber as a Member of the Board of Directors; 8 Amendment of Articles 4, 3 and 4 of the Company’s Articles of Association; 9 Delegation to the Board of Directors of powers to issue shares and to set aside preferential subscription rights of existing shareholders; 10 Cancellation of shares repurchased by the Company; 11 Renewal of the authorisation for the Board of Directors to repurchase shares of the Company. EADS EADS INFORMATION NOTICE 2007 3 TEXT oF ThE rESoluTIonS ProPoSED By ThE BoArD oF DIrEcTorS FIrST rESOLUTION FIFTh rESOLUTION Adoption of the Report of the Board of Directors Appointment of the auditors for the financial RESOLVED THAT the Report of the Board of Directors, as year 2007 submitted to the Annual General Meeting, including the RESOLVED THAT the Company’s auditors for the accounting chapter on corporate governance, the policy on dividends and period being the financial year 007 shall be Ernst & Young proposed remuneration policy including arrangements for the Accountants whose registered office is at Drentestraat 0, grant of stock options and performance shares and rights to 083 HK Amsterdam, The Netherlands, and KPMG subscribe for shares for the Members of the Board of Directors Accountants N.V., whose registered office is at K.P. van der be and hereby is accepted and approved. Mandelelaan 41‑43, 306 MB Rotterdam, The Netherlands. SECOND rESOLUTION SIXTh rESOLUTION Adoption of the audited accounts for the financial Appointment of Mr Michel Pébereau as a Member year 2006 of the Board of Directors RESOLVED THAT the audited accounts for the accounting RESOLVED THAT effective at the end of this Annual period from st January 006 to 3st December 006, as General Meeting, Mr. Michel Pébereau be appointed as a submitted to the Annual General Meeting by the Board of Member of the Board of Directors. Directors, be and hereby are adopted. SEvEnTh rESOLUTION ThIrD rESOLUTION Appointment of Mr Bodo Uebber as a Member of the Approval of the result allocation for the financial Board of Directors year 2006 RESOLVED THAT effective at the end of this Annual No proposed text - for further explanations, please refer to the General Meeting, Mr. Bodo Uebber be appointed as a Member «presentation of the resolutions presented by the Board» - see of the Board of Directors. page 7 of this document. EIGHTh rESOLUTION FOURTh rESOLUTION Amendment of Articles 14, 23 and 24 Release from liability of the Members of the Board of the Company’s Articles of Association of Directors RESOLVED THAT the following articles of the Company’s RESOLVED THAT the Members of the Board of Directors be Articles of Association shall be amended to reflect changes of and hereby are granted a release from liability for the Dutch law to read in translation as follows and that both the performance of their duties during and with respect to the Board of Directors and the Chief Executive Officers be and financial year 006, to the extent that their activity has been hereby are authorised, with powers of substitution, to reflected in the audited annual accounts for the financial year implement this resolution and that the Board of Directors is 006 or in the Report of the Board of Directors. authorised for a period of 5 years, starting from the day the Company’s Articles of Association are amended, to set the Registration Date as referred to in the new Article 4 paragraph 6, all this in accordance with Dutch law: 4 EADS INFORMATION NOTICE 2007 TEXT oF ThE rESOLUTIONS PROPoSED BY ThE BoArD oF DIrEcTORS “rIGHTS AnD oBlIgATIONS oF ThE ShArEHOLDErS A shareholder or a person who has the right to attend a meeting can see to it that he is represented by more than one Article 14 proxy holder, provided that only one proxy holder can be Each of the persons who, on basis of the provisions of the Act appointed for each share. on Financial Supervision (Wet op het financieel toezicht), hereinafter referred to as “WFT”, are required to notify the If the Board of Directors so decides, each shareholder is competent authorities of the changes in the control over shares entitled, in person or by means of a written proxy, to attend and votes in the capital of the Company by which the the general meetings of shareholders, to speak and to exercise thresholds as specified hereafter are transgressed upwards or the right to vote by electronic means of communication, all downwards, shall in addition to this statutory obligation, also this in accordance with Section II: 117a of the Civil Code. notify the Company of these changes. The obligations mentioned in the preceding sentences apply every time the 5. The Board of Directors can decide that in “writing” as thresholds as referred to in the WFT - five percent (5%), ten referred to in the preceding paragraph of this article, the percent (0%), fifteen percent (5%), twenty percent (0%), last but one sentence, is understood to include a request twenty-five percent (5%), thirty percent (30%), forty percent that is recorded electronically.
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