PARIS — European Aeronautic Defense and Space, the parent company of Airbus, confirmed late Wednesday an overhaul of its ownership structure that will dissolve a decade-old arrangement that gave 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 company’s creation in 2000. That agreement stipulated that the French and German stakes in EADS must be equal. Until now, the two countries have each controlled 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’s stake will shrink to 4 percent from about 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 the company’s shares that is planned for 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 this year. 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, a French conglomerate that owns 7.5 percent of EADS, said it would sell a 5.5 percent stake to EADS under the buyback program.

Under the new structure, France, Germany, Daimler and Lagardère have agreed to give up the rights they held under the previous accord to a veto over certain management decisions, including big 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 now, EADS said.

It said it would convene a shareholder meeting in the first half of 2013 to approve the changes and to elect a new board.

EADS proposed that the new board have 12 members, rather than the current 11, and include at least eight independent members. The majority of 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 delicate balance of influence between France and Germany without subjecting crucial management decisions to the approval of politicians in Paris and Berlin.

Such political involvement was evident in October, when the German government did not give its blessing to the merger of EADS with BAE Systems of Britain.

Article source: http://www.nytimes.com/2012/12/06/business/global/eads-confirms-change-in-ownership-structure.html?partner=rss&emc=rss