AIRBUS - 2019 Registration Document

Corporate Governance  / 4.3 Employee Profit Sharing and Incentive Plans

The following table summarises the main terms of the ESOPs conducted over the last three years:

Year

Price per share Nominal value per share Number of shares issued

Date of issuance

2013

€42.02 (1) / €44.20 (2)

€1

2,113,245

29 July 2013

2014

(3)

€49.70 (1) / €51.63 (2) / €65.59 (4)

€1 €1

1,436,901 102,113 1,366,893 107,823 1,554,611 88,582 1,739,390 72,429

21 April 2015 November 2015 14 April 2016 18 November 2016 3 May 2017 21 November 2017 3 May 2018 20 November 2018

2015

€54.31 (1) / €55.41 (2) € / 55.53 (5) €64.44 (1) / €67.24 (2) / €85.20 (6) €88.65 (1) / €84.17 (2) / €92.57 (7)

2016

€1

€1 €1 €1 €1

2017

2018

(1) Shares purchased within context of group employee savings plan. (2) Shares purchased directly. (3) July 2014 the Board of Directors decided to cancel the ESOP scheme for 2014 due to volatility of the share price and the financial situation. (4) Under the umbrella of the ESOP 2015, a dedicated UK tax advantageous Share Incentive Plan, SIP, was also deployed. (5) Under the umbrella of the ESOP 2016, a dedicated UK tax advantageous Share Incentive Plan, SIP, was also deployed. (6) Under the umbrella of the ESOP 2017, a dedicated UK tax advantageous Share Incentive Plan, SIP, was also deployed. (7) Under the umbrella of the ESOP 2018, a dedicated UK tax advantageous Share Incentive Plan, SIP, was also deployed.

In 2018 and 2017, the Board of Directors approved a new ESOP scheme. Eligible employees were able to purchase a fixed number of previously unissued shares at fair market value (2018: 5, 15, 30, 50 or 100 shares; 2017: 5, 20, 30, 50 or 100 shares). Airbus matched each fixed number of shares with a number of the Company free shares based on a determined ratio (2018: 4, 7, 10, 13 and 25 free shares, respectively 2017: 4, 8, 10, 13 and 25 free shares, respectively). During a custody period of at least one year or, provided the purchase took place in the context of a mutual fund (regular savings plan), of five years, employees are restricted from selling the shares, but have the right to receive all dividends paid. Employees who directly purchased the Company shares have, in addition, the ability to vote at the Annual Shareholder Meetings. The subscription price was equal to the closing price at the Paris stock exchange on 14 February 2018 (2017: 21 February 2017) and amounted

to € 84.17 (2017: € 67.24). Investing through the mutual fund led to a price which corresponds to the average price at the Paris stock exchange during the 20 trading days immediately preceding 14 February 2018 (2017: 21 February 2017), resulting in a price of €88.65 (2017: €64.44). The Company issued and sold 446,059 ordinary shares (2017: 411,710) with a nominal value of €1.00 each. Compensation expense (excluding social security contributions) of € 38 million (2017: € 28 million) was recognised in connection with ESOP. The Company intends to implement an ESOP in 2019, subject to approval by the Board of Directors, open to all qualifying employees (including the CEO). With future ESOP, the Company intends to offer shares to eligible employees through the issuance of shares or free distribution of shares or other existing or new securities giving access to the capital as a matching contribution. This plan would aim at favouring the development of employee shareholding.

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Airbus / Registration Document 2018