Business and Legal Description 2004 European Aeronautic Defence and Space Company EADS N.V
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3 Business and Legal Description European Aeronautic Defence and Space Company EADS N.V. and Space Company Defence Aeronautic European 2004 EADS Business and Legal Description 2004 European Aeronautic This document Cover image Defence and Space is also available at the Airbus A340-300 Company EADS N.V. following addresses: Le Carré, Beechavenue 130–132 European Aeronautic Defence 1119 PR Schiphol-Rijk and Space Company EADS N.V. The Netherlands In France www.eads.com 37, boulevard de Montmorency 75781 Paris cedex 16 – France In Germany 81663 Munich – Germany In Spain Avenida de Aragón 404 28022 Madrid – Spain The complete EADS Annual Report Suite 2004 consists of: EADS Annual Review 2004 (1) EADS Financial Statements and Corporate Governance 2004 (2) EADS Business and Legal Description 2004 (3) (available upon request) The online version of the EADS Annual Report Suite 2004 is available at the Investor Relations section of www.eads.com This Reference Document was filed in French with the Autorité des marchés financiers on 19th April 2005 pursuant to Articles 211–1 to 211–42 of the General Regulations of the Autorité des marchés financiers. It may be used in support of a financial transaction only if it is supplemented by a transaction note approved by the Autorité des marchés financiers. Warning The AMF draws the attention of the public to the fact that: European Aeronautic Defence and Space Company EADS N.V. (“EADS” or the “Company”) is a Dutch company, which is listed in France, Germany and Spain. Given this fact, the applicable regulations with respect to public information and protection of investors, as well as the commitments made by the Company to securities and market authorities, are described in this Reference Document. This document contains information which forms an integral part of EADS’ Reference Document filed with the Autorité des marchés financiers on 19th April 2005. When used as a Reference Document, it must be read in conjunction with the document entitled Financial Statements and Corporate Governance – 2004 (Reference Document Part 1), containing, among Designed by williams and phoa. other things, the Company’s financial statements and the notes thereto. Typeset by Bowne. EADS Annual Report 2004 Part 2 (Business and Legal Description) This Reference Document was filed in French with the Autorite´ des marches´ financiers on 19th April 2005 pursuant to Articles 211-1 to 211-42 of the General Regulations of the Autorite´ des marches´ financiers. It may be used in support of a financial transaction only if it is supplemented by a transaction note approved by the Autorite´ des marches´ financiers. Warning The AMF draws the attention of the public to the fact that: European Aeronautic Defence and Space Company EADS N.V. (‘‘EADS’’ or the ‘‘Company’’) is a Dutch company, which is listed in France, Germany and Spain. Given this fact, the applicable regulations with respect to public information and protection of investors, as well as the commitments made by the Company to securities and market authorities, are described in this Reference Document. This document contains information which forms an integral part of EADS’ Reference Document filed with the Autorit´e des march´es financiers on 19th April 2005. When used as a Reference Document, it must be read in conjunction with the document entitled Financial Statements and Corporate Governance – 2004 (Reference Document Part 1), containing, among other things, the Company’s financial statements and the notes thereto. Business and Legal Description – 2004 Reference Document (Part 2) Financial year 2004 3 Information on EADS Activities Chapter 167 General Description of the Company Chapter 3 and its Share Capital 3 Presentation of the Group 1.1 67 General Description of the Company 3.1 3 Overview 1.1.1 67 Corporate Name, Seat and Registered 3.1.1 8 Airbus 1.1.2 Office 18 Military Transport Aircraft 1.1.3 67 Legal Form 3.1.2 22 Aeronautics 1.1.4 67 Governing Law – Dutch Regulations 3.1.3 28 Defence and Security Systems 1.1.5 71 Date of Incorporation and Duration of the 3.1.4 38 Space 1.1.6 Company 45 Investment 1.1.7 71 Objects of the Company 3.1.5 46 Recent Developments 1.2 71 Commercial and Companies Registry 3.1.6 71 Inspection of Corporate Documents 3.1.7 47 Corporate Social Responsibility Chapter 2 71 Financial Year 3.1.8 48 Creating a Common Understanding on 2.1 71 Allocation and Distribution of Income 3.1.9 Corporate Social Responsibility 71 General Meetings 3.1.10 48 Aims of the 2004 Corporate Social 2.1.1 Responsibility Initiative 73 Disclosure of Holdings 3.1.11 48 Methodological Approach 2.1.2 75 Mandatory Tender Offers 3.1.12 49 EADS Code of Ethics 2.2 77 General Description of the Share 3.2 Capital 50 Corporate Social Responsibility Policies 2.3 77 Modification of Share Capital or Rights 3.2.1 and Operations Attaching to the Shares 50 Business Ethics 2.3.1 77 Issued Share Capital 3.2.2 53 Sustainable Growth 2.3.2 77 Authorized Share Capital 3.2.3 58 Environmental Care 2.3.3 77 Securities Granting Access to the 3.2.4 60 Human Resources: Employer – Employee 2.3.4 Company’s Capital Relationship 78 Changes in the Issued Share Capital Since 3.2.5 65 Corporate Citizenship 2.3.5 Incorporation of the Company EADS Business and Legal Description 2004 1 Reference Document (Part 2) (continued) Financial year 2004 79 Shareholdings and Voting Rights 3.3 96 Persons Responsible for the Reference Chapter 5 Document and Persons Responsible for 79 Shareholding Structure 3.3.1 the Audit of the Financial Statements 81 Relationships with Principal Shareholders 3.3.2 96 Persons Responsible for the Reference 5.1 86 Form of Shares 3.3.3 Document 86 Changes in the Shareholding of the 3.3.4 Company Since its Incorporation 96 Statement of the Persons Responsible 5.2 for the Reference Document 88 Persons Exercising Control over the 3.3.5 Company 96 Persons Responsible for the Audit of 5.3 88 Simplified Group Structure Chart 3.3.6 the Financial Statements 88 Purchase by the Company of its Own 3.3.7 96 Persons Responsible for the Review of 5.3.1 Shares EADS’ Financial Statements 96 Statement of the Auditors 5.3.2 90 Stock Exchange Information 3.4 99 Information Policy 5.4 93 Dividends 3.5 93 Dividends and Cash Distributions Paid 3.5.1 99 Undertakings of the Company 5.5 Since the Incorporation of the Company Regarding Information 93 Dividend Policy of EADS 3.5.2 100 Reference Document Thematic Index 93 Unclaimed Dividends 3.5.3 93 Taxation 3.5.4 95 Information Concerning Securities Chapter 4 Issued (Not Applicable) 2 EADS Business and Legal Description 2004 1 Chapter 1: Information on EADS Activities 1.1 Presentation of the Group 2 3 1.1.1 Overview Expanding EADS’ capabilities and business revenues in the Except where stipulated otherwise, all the data provided below defence sector is a core strategic priority for the EADS Group were prepared on the basis of information from the Company. (the ‘‘Group’’). The defence-related order book grew from 4 446 billion at year-end 2003 to 449 billion at year-end 2004, With consolidated revenues of 431.8 billion in 2004, EADS is while defence-related revenues increased 8% to 48 billion. Europe’s premier aerospace and defence company and the 5 Contributing to this growth in 2004 were the Eurofighter second largest aerospace and defence company in the world. In Tranche 2 and M51 (French ballistic missile) contracts, the terms of market share, EADS is among the top two order of tanker aircraft by the Australian Armed Forces, the manufacturers of commercial aircraft, civil helicopters, integrated border security system contract with the Romanian commercial space launch vehicles and missiles systems, and a Interior Ministry, and the first non-European orders for the leading supplier of military aircraft, satellites and defence NH90 from Oman and Australia. electronics. In 2004, it generated approximately 76% of its total revenues in the civil sector and 24% in the military sector. Turnaround at EADS Space was achieved in 2004, reflecting the results of ongoing restructuring activities at the Division. 2004 Highlights EADS Space finished the year with a positive EBIT* of EADS’ business environment in 2004 was characterized by an 410 million (as compared to negative 4400 million in 2003). upturn in international air traffic. While the upturn presents a promising perspective for future commercial aircraft sales, Strategy continuing instability in the Middle East, the ongoing global In order to maximise value for its shareholders and to balance terror threat and high oil prices impacted airline profitability in its portfolio, the management of EADS (the ‘‘Management’’) 2004. Defence sector sales remained subject to constrained intends to position EADS as a leading company in major procurement budgets in EADS’ home markets. global aerospace and defence markets. The strategy is composed of four key elements: Over the course of the year, EADS continued to position itself for sustained growth and profitability, in line with its – Further strengthen EADS’ competitive position strategy of being a leading company in the major global EADS has established, and aims to maintain, its role as a aerospace and defence markets. The record order book of global market leader in respect of commercial aircraft – 4184.3 billion at the end of 2004 constitutes a considerable through Airbus, helicopters – through Eurocopter, missiles asset for EADS: representing approximately five years of systems – through MBDA and LFK and commercial space present level revenues in the commercial aircraft business and launchers – through EADS Space Transportation.