Airbus - 2022 Universal Registration Document

3. General Description of the Company and its Share Capital / 3.3 Shareholdings and Voting Rights

Tag-along right. Tag-along right for the benefit of SEPI in the event that Sogepa, the French State or any of their affiliates and any French public entity and GZBV, the German State or any of their affiliates and any public entity propose together to transfer all of their entire voting rights interests. Various Provisions Termination. The Shareholders’ Agreement may cease to apply in respect of one or more Shareholders and/or their affiliates, subject to the occurrence of certain changes in its or their shareholding interest in the Company or in its or their shareholders. Governing law. Laws of the Netherlands. Jurisdiction. Arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce, with the seat of arbitration in The Hague (the Netherlands). 3.3.2.3 Undertakings with Respect to Certain Interests of Certain Stakeholders The Company has made certain undertakings and entered into certain agreements in connection with certain interests of its former core shareholders and the German State. The Company and the French State have entered into an amendment to the existing convention between them relating to the Company’s ballistic missiles business (as so amended, the “ French State Security Agreement ”). Under the French State Security Agreement, certain sensitive French military assets are held by a Company subsidiary (the “ French Defence Holding Company ”). The French State has the right to approve or disapprove of – but not to propose or appoint – three outside Directors to the Board of Directors of the French Defence Holding Company (the “ French Defence Outside Directors ”), at least two of whom must qualify as Independent Directors under the Board Rules if they were Members of the Board of Directors. Two of the French Defence Outside Directors are required also to be Members of the Board of Directors of the Company. French Defence Outside Directors may neither (i) be employees, managers or corporate officers of a company belonging to the Company (although they may be Members of the Board of Directors of the Company) nor (ii) have material ongoing professional relationships with Airbus SE. The Company and the German State have entered into an agreement relating to the protection of essential interests to the German State’s security (the “ German State Security Agreement ”). Under the German State Security Agreement, certain sensitive German military activities are pursued directly or indirectly by a Company subsidiary (the “ German Defence Holding Company ”). The German State has the right to approve or disapprove of – but not to propose or appoint – three outside Directors to the Supervisory Board of the German Defence Holding Company (the “ German Defence Outside Directors ”), at least two of whom must qualify as Independent Directors under the Board Rules if they were Members of the Board of Directors. Two of the German Defence Outside Directors are required to State Security Agreements and Related Undertakings and Negotiations

also be Members of the Board of Directors. The qualifications to serve as a German Defence Outside Director are comparable to those to serve as a French Defence Outside Director. In February 2021, the Company and the Spanish State entered into an agreement relating to the protection of essential security interests to the Spanish State (the “ Spanish State Security Agreement ”). Under the Spanish State Security Agreement, certain sensitive Spanish military assets are held by a Company’s subsidiary (the “ Spanish Defence Holding Company ”). Pursuant to the Spanish State Security Agreement, the Company granted the Spanish State a pre-emption right to acquire the sensitive assets as defined under the Spanish State Security Agreement. The pre-emption right applies in case the Spanish Defence Holding Company wishes to sell the sensitive assets to an entity outside Airbus or outside Spain’s territory. In such case, the Spanish State has the right to acquire the sensitive assets. Dassault Aviation The Company entered into an agreement with the French State pursuant to which the Company: – grants the French State a right of first offer in case of the sale of all or part of its shareholding in Dassault Aviation; and – commits to consult with the French State prior to making any decision at any shareholders’ meeting of Dassault Aviation. The Company holds 9.90% of Dassault Aviation’s share capital. For more information about Dassault Aviation, see “– Information on the Company’s Activities – 1.1.5 Investments”. Stock Exchange Listings The Company has undertaken to the parties to the Shareholders’ Agreement that for the duration of the Shareholders’ Agreement the Company’s shares will remain listed exclusively in France, Germany and Spain. Specific Rights French State: Pursuant to the “French State Security Agreement”, the Company has granted to the French State: (a) a veto right, and subsequently, a call option on the shares of the Company performing the ballistic missiles activity exercisable under certain circumstances, including if (i) a third party acquires, directly or indirectly, either alone or in concert, more than 15% or any multiple thereof of the share capital or voting rights of the Company, or (ii) the sale of the shares of such companies carrying out such activity is considered, and (b) a right to oppose the transfer of any such shares. German State: Pursuant to the “German State Security Agreement”, the Company and the German Defence Holding Company have granted to the German State a pre-emption right to acquire the sensitive activities, as defined under the German State Security Agreement. The pre-emption right applies in case the German Defence Holding Company wishes to sell the sensitive activities to an entity outside the Company, or outside the German territory, or the shares of a controlled entity which hosts sensitive activities. In such a case, the German State may acquire the shares of such a controlled entity. Furthermore, the German State has the right to acquire the sensitive activities in case the Company intends to allocate the sensitive activities outside Germany or to give-up the sensitive activities.

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Airbus / Universal Registration Document 2022