AIRBUS - 2019 Registration Document

REGISTRATION DOCUMENT 2018

Corporate Governance  /   4.2 Interests of Directors and Principal Executive Officers

4.2.1.3 Proposed amendments

Therefore, in order to allow for a temporary increase in the remuneration of the non-Executive Members of the Board of Directors for their membership of a Committee when the workload increases), the Board approved in October 2018 the recommendation of the RNGC to allocate the following attendance fees per Committee above four Committee meetings per year (whether these meetings are held physically or by phone): - - in case of physical attendance: €3,000 per additional meeting for Members based in Europe and € 6,000 per additional meeting for Members based outside Europe; - - in case of attendance by phone (whether the meeting is held physically or by phone): €1,500 per additional meeting. Such attendance fee will be identical for both the Chair and Members of a Committee. As the fixed fees for membership of a Committee will remain unchanged (€30,000 for chair and €20,000 for member), the allocation of an attendance fee per Committee above a certain number of meetings per year will ensure automatic return to the current level of remuneration when exceptional circumstances end and workload decreases. The contemplated total remuneration for membership of a Committee (based on the average number of additional Committee meetings effectively attended physically or by phone by the Company’s directors in 2017 and 2018) will remain within the market spectrum of the Company’s peer group (between the median and Q3, as per the findings of the above-mentioned benchmark). Fixed fee for membership of the Board and attendance fees for attendance of Board meetings will remain unchanged. Under the new policy, and in greater details, non-Executive Members of the Board would be entitled to the following fees for their membership of a Committee: The proposal is to add an attendance fee per Committee meeting above four meetings per year (whether these meetings were held physically or by phone). The fixed fee would remain unchanged. Fixed fee for membership of a Committee (€ / year): - - Chairman: 30,000 - - Member of a Committee: 20,000 Attendance fee for membership of a Committee applicable to chair and members (€ / additional meeting above four meetings per Committee per year, whether these meetings were held physically or by phone): - - physical participation: 3,000 if the chair or member is based in Europe and double attendance fee amount, i.e. 6,000 if the chair or member is based outside Europe; - - participation by phone (whether the meeting is held physically or by phone): 1,500.

to the Remuneration Policy At the 2019 AGM, the Board of Directors is proposing that shareholders adopt the following amendments to the Airbus Remuneration Policy: Proposal of Policy from AGM 2019 onwards applicable to a future CEO: In order to comply with the Dutch Code and in line with market practices, the Board proposes, as described in details above, that the termination indemnity will be equal to one times the last Total Annual Remuneration (defined as Base Salary and VR most recently paid) subject to applicable local legal requirements if any, and that the non-compete clause will apply for a maximum of one year. The other terms and conditions applicable to the termination indemnity and the non-compete compensation as per the remuneration policy currently in force will remain unchanged. In particular the termination indemnity will not apply if the CEO’s mandate is terminated for a specific cause, in case of dismissal, if he resigns or if the CEO has reached retirement age and the non-compete compensation will remain equal to 50% of the last Total Annual Remuneration (defined as Base Salary and VR most recently paid). Proposal of Policy from 1 January 2019 onwards applicable to non executive directors: In order to ensure continuous commitment of the Members of the Board and Airbus’ ability to retain highly competent members, the Company regularly reviews Board remuneration policy. As described in detail above, in order to increase the remuneration of Non-Executive Directors who are Members of a Committee when the workload of that Committee increases, the Company proposes to allocate an attendance fee per Committee if and when such Committee would have more than four Committee meetings per year (whether these meetings are held physically or by phone). Such an attendance fee is identical for chair and membership but differs depending on whether attendance of the meeting is physical or by phone and, in case of physical attendance, where the Committee Members are based. As the fixed fees formembershipof aCommittee remainunchanged, the proposed amendment will ensure the automatic return to the current level of remuneration when workload decreases. While incentivising attendance to the meetings and recognising the key role of the Committees for the Board of Directors, the contemplated total target remuneration (fixed and proposed attendance fees) for membership of a Committee remains within the market spectrum of the Company’s peer group, as per the findings of the above-mentioned benchmark. The other components of the remuneration policy will remain unchanged.

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Airbus / Registration Document 2018