Aatisles of Association a from 1 June 2011 ‘fost of up Atom ete al pCa EADS NN. nte Dah eae "hei rence mas cr he nani the Dich wt oe, ARTICLES OF ASSOCIATION NAME AND SEAT Article |The name of the Company iss European Aeronautic Defence and Space Company EADS NY, Ie has its corporate seat in Amsterdam. Aicle2 ‘The objects ofthe Company are 1 hold, co-ordinate and manage participations or other imerests in and to finance and assume liabilities, provide for security and/or guarantee ebis of legal entities, partnerships, business associations and undertakings that are involved in the ueronautic, defence, space andlor commanication industry: of activities that are complementary, supportive or ancillary there, CAPITAL AND SHAR Auile 3 ‘The authorised capital of the Company’ is equal 1 three thousand milion euro (EUR 3,000,000,000.~), divided inta thre thowsnd million (3,000,008).000) shares each with 1 nominal value of one euto (EUR I.) ISSUE OF SHARES Anicle 4 1 Shares shall be issued pursuant to a eesolution of the general meeting of shareholders of of the Board of Directon, if the Board of Directors has been designated to have such authority inthe ARicles of Association of by a resolution ofthe general meeting of shareholder fora fixed period not exceeding five yeas, The general meeting of shareholders oF the Board of Directors, if the Board of Directors is empowered to resolve to issue shares shall lay down the price and the further conditions of issve, 3. ‘The Board of Directors shall have the power, without prior approval ofthe general meeting of shareholders, to perform legal acs relating to: 44 the subscription for shares, when soaci obligations are imposed om the ‘Companys. the acquisition of shares on a basis ether than that on which participation ia ‘he Company is apen to the publics non-cash contributions on shares. PREFERENTIAL SUBSCRIPTION RIGHT Astle |. Subject tothe provisions of Section 96a ofthe Dutch Civil Code each holder of existing shares shall, in the event of an issue oF shares, have a preferential subscription right in proportion to the agar shares ‘The preferential subseription right may be limited or exclude by a resolution of the general meeting of shareholders. ‘The preferential subscription right may also he limited or excluded by the Board of Directors, if the general meeting of shareholders has designated the Board of Directors (© have authority 10 issue shares and to limit or 10 exclude the preferential subscription right inthe Artis of Assocation or by resolution for a © nominal value of his existing fixed period not exceeding Five years PURCHASE AND DISPOSAL OF THE COMPANY'S OWN SHARES. Anicle 6 ‘The Company may acquit for consideration, filly paid up shares in its own capital oF depository receipts issued for such shares if sich acquisition #8 in accordance with Section 2:98 ofthe Dutch Civil Code ‘The Company may dispose of acquired shares. CAPITAL REDUCTION, Aste “The general meeting of shareholders may resolve to reduce tho issued share capital by the czncellation of shares or by a eduction in dhe nominal value of shares by means of an amendment ofthe Amiles of Associaton, SHARES AND SHARE CERTIEICAT Article 8. |. The shares shall be in eystered form or - should the Boatd of Directors so decide in respect of all cena shares ~ in bearer fon ‘Shares shall be registred in the shareholders register without the issue of share cenificate or - should the Board of Directs so decide in respect ofall of certain shares ~ with the issue of a cetfieate, Share certificates shall he issued in such form ss the Board of Directors may determine. Registered shares shall be rumberod in the manner to be determined by the Board of Directors. Bearer shar ‘certificates shall hoisted for bearer shares These bearer share certificates shall be numbered and letters may also be used, The Board of Directors may isue beter share ceaitiates that represent more than one share: beater share eerificles an nanpasnretiat 2 smehe exchange for different bearer share cetifeaes free of charge a all times. The bearer share cetificates shall be signed by 8 member of the Board of Directors, whose signature may be in facsimile form, 3. ‘The Board of Direciors may establish rules with respect 10 the fssuanee of bearer share conifieates and ther dividend coupor sheets ‘SHARES HELD IN UNDIVIDED OWNERSHIE. Aaicle 9, IF one or more shares or depository receipts for one oF more shares ot @ wsuffuet in oF pledge on one or more shares is held by more than one person, the Company may decide thatthe joint owners of rights only be represented vs-i-vis the Company by one person joinly designated by them in wri attaching tthe shae(s} shall be suspended, exsept the right to receive dividends, For shares which are kep in custody by a seeurties clearing or settlement institution acting 8s such in the ordinary course of its business the Company can exempt from such decision LSUFRUCT IN AND PLEDGE ON SHARES Aol 10, “The shareholder shall have the voting Fights on shates subject to a pledge oF usuruct, unless otherwise provided pursuant to Amite 25 paragraph 2 hereof and allowed by Section 2:88 of the Dutch Civil Code, Usutruduares and pledgees in respect of the ates who do not have voting rights shall not have the rights conferred by law on holders of depository receipts issued with the cooperation ofthe Company, ‘SHAREHOLDERS REGISTER ‘ile Lh. ‘The Company shall maintain a shareholders’ register for the 4 register may consist of one or more pats Paris} ofthe regisior can be held ouside the Netherlands to comply with legislation or sock exchange regulations applicable in se locations) Aniele 12 The register shall contain all particulars laid down by law and those that the Board of Directors deems otherwise necessiry. Persons whose names appear of should appear inthe register shall report any change of sekdress in writing, TRANSFER OF SHARES ‘Amicte 13 ‘The transfer of registered shares or of a limied right therein shall be effected in seconlance with Section 2:86e of the Dutch Civil Code, ifthe shares are listed in the 'manoer se ou in that Section, or otherssse in accordance with Section 2:86 ofthe Dutch Civil Code 1g Inthe absence of such a designation, all rights