Aéroport de Paris - 2018 Registration document

FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES

RESEARCH AND DEVELOPMENT, TRADEMARKS PATENTS AND LICENCES

INFORMATION CONCERNING TRENDS

PROFIT FORECASTS

ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES

COMPENSATION AND BENEFITS OF CORPORATE OFFICERS

SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY INFORMATION

MAIN SHAREHOLDERS

OPERATIONS WITH RELATED PARTIES

FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL POSITION AND CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2018

The remuneration, appointments and governance committee Composition

The activity of the Compensation, Appointments and Governance Committee in 2018 The remuneration, appointments and governance committee meets at least once a year and as often as necessary, and can only meet if two thirds of its members are present. In 2018, it met twice with an attendance rate of 100%. During its meetings, the committee debated on such items as: ◆ governance, in particular with: ◆ the annual review of the independence criteria for directors with regards to the AFEP-MEDEF Code based, notably, on the setting of quantitative and qualitative criteria to assess the significant nature or not of the relationship between Aéroports de Paris and the members of the Board of Directors, ◆ internal appraisal of the operation of the Board of Directors, ◆ the compensation of the Chairman and CEO with: ◆ variable compensation for 2017 – achievement of objectives and amount of the variable component, ◆ 2018 compensation: amount of the fixed component and estimate of the achievement of the objectives for the variable component, ◆ 2019 compensation: setting the amount of the fixed component and the amount and objectives for the variable component, ◆ submission to the Annual General Meeting of Shareholders of the ex-ante and ex-post resolutions on Chairman and CEO compensation, ◆ review of the succession plan for the Executive Officer and of the management continuity measures; ◆ attendance fees: final amounts and allocation for the 2017 financial year and estimate of the amount for 2018; ◆ summary of the expenses incurred by the members of the Board of Directors in 2018; ◆ the compensation policy for members of the Executive Committee. Ad-hoc committee – Terminal 4 project Composition On 21 November 2018, the Board of Directors created an Ad-hoc Committee – Terminal 4 Project. At the date of filing of this Registration Document, the Committee consisted of seven members: Jos NIJHUIS, its Chairman, Laurence ARRIEU, Françoise DEBRUS, permanent representative of Predica, independent director, Jean-Paul JOUVENT, Solenne LEPAGE, Michel MASSONI and Bernard IRION, non-voting Board member. Tasks and functioning The Ad-hoc Committee – Terminal 4 Project has the task of reviewing aspects of the Paris-Charles de Gaulle Airport’s Terminal 4 project, as required, without prejudice to the tasks of the Strategy and Investment Committee and the Audit and Risk Committee. The activity of the Ad-hoc Committee in 2018 The Ad-hoc Committee meets as often as necessary and can only meet if half its members are present. In 2018, it met once, with an attendance rate of 71%, and once at the start of 2019, with an attendance rate of 86%. During its meetings, the Committee examined the objectives, framework and modalities for the prior consultation of the Terminal 4 project.

The Remuneration, Appointments and Governance Committee is made up of at most five members with voting rights from among the directors, including one representative of the French State, one director representing employees and directors appointed by the General Meeting of Shareholders. It may not include any executive officers among its members and must consist of a majority of independent directors. The executive officer is associated with the committee’s work regarding appointments and succession plans. At 31 December 2018 the committee consisted of five members: Françoise Debrus, independent director, permanent representative of Predica and Chairwoman of the committee, Jacques Gounon, independent director, Xavier Huillard, permanent representative of Vinci, Jean-Paul Jouvent and Solenne Lepage. The Board of Directors made sure that, in order for it to function correctly, the remunerations, appointments and governance committee is organised so that its chairmanship is entrusted to an independent director and includes all the Board’s independent directors. It is recalled that the High Committee of Corporate Governance considers in its activity report for October 2014 that a remunerations committee including two independent directors out of four members (excluding director representing the employees) should remain in compliance with the intent of the AFEP- MEDEF code provided it is chaired by an independent director. In its report of October 2017, the High Committee accepted that the proportions may not be fully achieved, rather than have the independence criteria interpreted too freely. Tasks and functioning The duties of the Compensation, Appointments and Governance Committee are to study and formulate proposals on the amount of, and change in, total compensation (and each of its components) of corporate officers, as well as on benefits in kind or any other type of compensation, in compliance with AFEP-MEDEF recommendations. The Committee gives an opinion on the compensation policy for the Company’s key executives, proposes to the Board of Directors a total amount and the allocation rules for directors’ attendance fees, taking into account their level of attendance at meetings, and for the remuneration of non-voting Board members. It proposes to the Board of Directors a policy for the reimbursement of expenses incurred to carry out the duties of a director. The Committee is responsible for making proposals to the Board after an in-depth review of all elements to be taken into account for its deliberation, notably given the composition and changes in the Company’s shareholding, in order to ensure the balanced composition of the Board: balanced representation of women and men, nationalities, international experience, expertise, etc. It organises, in particular, a procedure for selecting future independent directors and undertakes its own investigation of potential candidates before contacting them. It must debate the qualifications of independent directors and implement a formal assessment of the operation of the Board of Directors. The Committee is responsible for preparing a succession plan for the Executive Officers.

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AÉROPORTS DE PARIS ® REGISTRATION DOCUMENT 2018