At its first formal meeting following today’s completion of the corporate governance changes previously announced pursuant to the Multiparty Agreement entered into by the Company and certain other parties on 5 December 2012, the new EADS Board of Directors has elected Denis Ranque as its Chairman and has reappointed Tom Enders as Chief Executive Officer. The Board also approved an 18-month share repurchase programme up to € 3.75 billion.
Share Buyback Programme
The Share Buyback Programme (the “Buyback”) is to be carried out in accordance with the authority conferred by the Company's shareholders at the Extraordinary General Meeting held on 27 March 2013 for a repurchase of up to 15% of EADS’s issued and outstanding share capital and at a maximum price of € 50 per share.
The programme reflects current market conditions as well as EADS’ balanced approach to organic and external growth while preserving a conservative financial policy and sustainable returns to shareholders.
The Buyback is planned to be financed by cash available on the balance sheet. It is also expected to be earnings accretive.
“The Share Buyback Programme emphasizes our commitment to create value for all shareholders. It also underlines our confidence in the equity story of EADS and our business plans. The Share Buyback Programme represents good use of company funds in the interest of EADS and its shareholders and it preserves, at the same time, our strategic flexibility and a sound balance sheet”, said EADS Chief Executive Officer Tom Enders.
The Buyback may be carried out by any means, including on stock exchange, in private purchase or via derivative products, subject to market conditions, applicable legal requirements, and other applicable laws. EADS will disclose the results of the Buyback in accordance with its disclosure obligations.
The Buyback will enable EADS to repurchase shares from all its shareholders.
Shares acquired through the Buyback will be cancelled (1) .
New Board Composition
Besides the appointment of the new Chairman as well as the reappointment of the CEO, the new Board of Directors also elected the members of the Audit Committee and the Remuneration & Nomination Committees.
Based on their strong experience in recent years, Sir John Parker and Hermann-Josef Lamberti were elected to continue serving as Chairmen of the Remuneration & Nomination Committee and Audit Committee respectively.
Joining Sir John Parker in the Remuneration & Nomination Committee as members are Jean-Claude Trichet, Lakshmi N. Mittal and Hans-Peter Keitel.
Besides Hermann-Josef Lamberti, the Audit Committee is composed of Anne Lauvergeon, Michel Pébereau and Josep Piqué i Camps.
Disclaimer: EADS is at no times obliged to engage in transactions to repurchase its own shares and the Share Buyback Programme does not constitute a tender offer, or, more generally, any offer or solicitation to purchase or to sell EADS shares or other securities.
EADS is a global leader in aerospace, defence and related services. In 2012, the Group – comprising Airbus, Astrium, Cassidian and Eurocopter – generated revenues of € 56.5 billion and employed a workforce of over 140,000.
(1) Please refer to “188.8.131.52 – Description of the share repurchase programme following the decision of the Board of Directors on 2 April 2013 to implement a share repurchase programme in accordance with the authorization given by the general meeting of shareholders held on March 27, 2013” of the EADS registration document expected to be published on 3 April 2013 on our website www.eads.com (Investor Relations > Annual Report and Registration Document ) for the full description of the Share Buy-Back Programme details established in accordance with articles 241-1 and seq. of the General Regulation of the French Autorité des marchés financiers.