EADS Confirms Change in Ownership Structure

PARIS — European Aeronautic Defense & Space, the parent company of Airbus, confirmed a major overhaul of its ownership structure late Wednesday that would dissolve a decade-old arrangement that grants the governments of France and Germany an effective veto over strategic management decisions.

The balancing of national interests in EADS was enshrined in a shareholder pact that dates to the group’s creation in 2000. That agreement stipulated that the French and German stakes in EADS must be equal, and until now the two countries have each exercised control of 22.5 percent of the company through a mix of state holding companies and private-sector owners that have acted as proxies for Paris and Berlin.

Under the terms of the new agreement, KfW, a German state-owned bank, will acquire a 12 percent stake in EADS — giving Berlin its first direct stake — while France will reduce its voting rights to 12 percent from 15 percent. A Spanish government holding company will have its stake shrink to 4 percent from around 5.5 percent.

The two large private-sector shareholders that have served as proxies for Berlin and Paris are expected to substantially reduce their stakes “either immediately or in the near future,” EADS said, in part through a general buyback of up to 15 percent of its shares planned in the first quarter of next year.

The German carmaker Daimler, which holds 15 percent of EADS shares and 22.5 percent of its voting rights, said in a separate statement that it planned to reduce its holdings before the end of 2012. Daimler did not say how much of a stake it would sell, but EADS said the initial disposal would amount to a 7.44 percent stake, including a 2.76 percent stake to be sold to KfW.

Lagardère, the French magazines-to-missiles conglomerate that owns 7.5 percent of EADS, said it would sell most of its holding — 5.5 percent — back to EADS under the buyback program.

Under the new governance structure, France, Germany, Daimler and Lagardère have also agreed to relinquish special rights, granted them under the previous accord, to a veto over certain management decisions, including major acquisitions.

“The agreement aims at normalizing and simplifying the governance of EADS while securing a shareholding structure that allows France, Germany and Spain to protect their legitimate strategic interests,” EADS said.

The changes will eventually increase the “free float” of publicly traded EADS shares to more than 70 percent from 49 percent currently, EADS said.

It said it would convene an extraordinary meeting of all shareholders in the first half of 2013 to approve changes to the ownership structure and to elect a new slate of directors.

EADS proposed that the new board be comprised of 12 members, rather than 11 currently, and include “at least” 8 independent members. The majority of board directors, as well as two-thirds of the members of the group’s executive committee, would be European Union nationals, EADS added.

EADS has long sought a new shareholder arrangement that would preserve the politically sensitive balance of influence between France and Germany without subjecting key management decisions to the approval of politicians in Paris and Berlin.

The impact of such political interference was on prominent display in October, when the German government led by Chancellor Angela Merkel failed to give its blessing to the merger of EADS with BAE Systems of Britain, a deal that would have created the world’s largest aerospace group.