ADP // 2021 Universal Registration Document

INTEGRATED REPORT2
Profil of Groupe ADP4
Presentation of Groupe ADP12
Writing the future of the airport14
Governance34
Risk management and control40
Sharing with our stakeholders42
Financial and non-financial performance44
1. PRESENTATION OF THE GROUP48
1 .1 GROUP ACTIVITIES50
1.1.1 GENERAL PRESENTATION50
1.1.2 AVIATION ACTIVITIES - PARIS REGION AIRPORTS54
1.1.3 RETAIL AND SERVICES - PARIS REGION PLATFORMS59
1.1.4 REAL ESTATE - PARIS REGION PLATFORMS68
1.1.5 INTERNATIONAL AND AIRPORT DEVELOPMENT74
1.1.6 OTHER ACTIVITIES87
1.2 MAIN PLATFORMS88
1.2.1 OVERVIEW88
1.2.2 PARIS CHARLES DE GAULLE90
1.2.3 PARIS-ORLY95
1.2.4 PARIS-LE BOURGET99
1.2.5 ANKARA102
1.2.6 IZMIR104
1.2.7 ANTALYA106
1.2.8 DELHI108
1.2.9 HYDERABAD110
1.2.10 SANTIAGO DU CHILI112
1.2.11 AMMAN114
1.3 COMPETITIVE POSITION117
AVIATION117
CARGO ACTIVITIES117
COMMERCIAL AND SERVICE ACTIVITIES OF THE PARIS REGION’S AIRPORTS117
REAL ESTATE ACTIVITIES IN ÎLE-DE-FRANCE118
HUB ONE ACTIVITIES118
INTERNATIONAL ACTIVITIES118
1.4 REGULATORY ENVIRONMENT119
CHICAGO CONVENTION119
EUROPEAN COMMUNITY REGULATIONS119
NATIONAL LEGISLATION119
AIRPORT FEE REGULATIONS119
OPENING OF AIRFIELDS TO PUBLIC AIR TRAFFIC120
WORKS ON AIRFIELDS120
OWNERSHIP OF AÉROPORTS DE PARIS ASSETS120
AIRPORT SAFETY LEGISLATION121
ALLOCATION OF TAKE-OFF AND LANDING SLOTS121
AÉROPORTS DE PARIS SPECIFICATIONS122
OTHER REGULATIONS SPECIFICALLY APPLICABLE TO AIRPORT ACTIVITIES123
2. RISK AND MANAGEMENT124
2.1 RISK FACTORS126
2.1.1 INTRODUCTION126
2.1.2 RISKS FOR THE BUSINESS MODEL127
2.1.3 RISKS RELATED TO EXTERNAL THREATS129
2.1.4 RISKS RELATED TO THE MAINTENANCE AND ROBUSTNESS OF AIRPORT CAPACITIES130
2. 1.5 RISK RELATED TO THE GROUP’S PLATFORM DEVELOPMENT PROJECTS131
2.1.6 RISKS RELATED TO COMPLIANCE131
2.2 RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM133
2.2.1 GENERAL PRESENTATION133
2.2.2 DESCRIPTION OF THE SYSTEM134
2.2.3 GROUP’S GENERAL INSURANCE POLICY137
2.3 LEGAL AND ARBITRATION PROCEEDINGS138
ADP INTERNATIONAL INITIATES ARBITRATION PROCEEDINGS AGAINST THE REPUBLIC OF CHILE138
REGISTERED OFFICE138
3. CORPORATE GOVERNANCE140
3.1 GOVERNANCE PRESENTATION142
3.1.1 GOVERNANCE SYSTEM142
3.1.2 CORPORATE GOVERNANCE CODE143
3.2 ADMINISTRATIVE AND MANAGEMENT BODIES144
3.2.1 THE BOARD OF DIRECTORS144
3.2.2 EXECUTIVE MANAGEMENT161
3.2.3 EXECUTIVE COMMITTEE162
3.2.4 THE DEVELOPMENT AND PERFORMANCE COMMITTEE165
3.3 PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS166
3.3.1 OPERATION166
3.3.2 MISSION AND ACTIVITY168
3.4 THE BOARD OF DIRECTORS' COMMITEES172
3.4.1 OPERATION OF THE BOARD OF DIRECTORS’ COMMITTEES172
3.4.2 AUDIT AND RISK COMITEE172
3.4.3 STRATEGY AND INVESTMENT COMMITEE173
3.4.4 COMPENSATION, APPOINTMENTS AND CORPORATE GOVERNANCE COMITEE174
3.4.5 THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE175
3.5 COMPENSATION176
3.5.1 COMPENSATION POLICY FOR 2022 OF THE EXECUTIVE CORPORATE OFFICER REFERRED TO IN ARTICLE L. 22-10-8 OF THE FRENCH COMMERCIAL CODE176
3.5.2 COMPENSATION POLICY FOR NON-EXECUTIVE CORPORATE OFFICERS REFERRED TO IN ARTICLE L. 22-10-8 OF THE FRENCH COMMERCIAL CODE178
3.5.3 AMOUNT OF THE COMPENSATION PAYABLE AND PAID TO CORPORATE OFFICERS DURING THE 2021 FINANCIAL YEAR: INFORMATION REFERRED TO IN ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE178
3.5.4 COMPANY SHARES HELD BY DIRECTORS AND NON-VOTING MEMBERS182
3.5.5 COMPENSATION OF EXECUTIVE COMMITTEE MEMBERS182
4. SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY INFORMATION184
4.1 CORPORATE SOCIAL RESPONSIBILITY (CSR) CHALLENGES AT THE HEART OF AÉROPORTS DE PARIS’ CORPORATE PROJECT186
4.1.1 THE GROUP’S CSR VISION186
4.1.2 MATERIALITY ANALYSIS186
EXTRA-FINANCIAL RISK ANALYSIS187
4.1.3 ORGANISATION AND IMPLEMENTATION OF THE CSR POLICY190
4.2 PROVIDING THE GROUP AND ITS EMPLOYEES WITH THE MEANS TO CARRY OUT THE TRANSFORMATIONS NECESSARY FOR ITS SUSTAINABILITY, ATTRACTIVENESS AND SOCIAL RESPONSIBILITY193
HR POLICY AND CHALLENGES, RISK ANALYSIS193
4.3 IMPROVING OUR ENVIRONMENTAL PERFORMANCE206
4.3.1 ENVIRONMENTAL POLICY206
4.3.2 REDUCING OUR CLIMATE FOOTPRINT208
4.3.3 ENVIRONMENTAL INDICATORS FOR THE GROUP216
4.4 TAXONOMY218
OBLIGATIONS AND METHODOLOGY OF THE TAXONOMY REGULATION218
ANALYSIS OF GROUPE ADP’S ACTIVITIES FOR 2022 REPORTING ON THE 2021 FINANCIAL YEAR219
4.5 INVOLVING LOCAL REGIONS IN DIALOGUE AND CONSTRUCTION PLAN224
4.6 OPERATING IN AN EXEMPLARY MANNER228
4.7 METHODOLOGICAL NOTE ON SOCIAL, SOCIETAL AND ENVIRONMENTAL REPORTING243
SOCIAL REPORTING243
ENVIRONMENTAL AND SOCIETAL AREA243
RELEVANCE AND CHOICE OF INDICATORS, CHANGE IN SCOPE244
EXCLUSIONS, METHODOLOGICAL LIMITATIONS AND SPECIFICITIES244
CONSOLIDATION AND INTERNAL CONTROL245
EXTERNAL CONTROLS245
4.8 2022-2025 CSR STRATEGY246
4.9 CROSS-REFERENCE TABLE247
CORRELATION OF THE EXTRA-FINANCIAL PERFORMANCE STATEMENT AND THE PROVISIONS OF ARTICLES L. 225 102/R. 225-105 OF THE FRENCH COMMERCIAL CODE WHICH REGULATE THE CONTENT OF THE MANAGEMENT REPORT IN TERMS OF CSR247
4.10 REPORT OF THE INDEPENDENT THIRD PARTY ON THE VERIFICATION OF THE CONSOLIDATED STATEMENT OF EXTRA-FINANCIAL PERFORMANCE248
5. BUSINESS OVERVIEW FOR THE YEAR 2021 AND FORWARD-LOOKING INFORMATION252
5.1 SIGNIFICANT EVENTS254
5.1.1 IMPACT OF THE COVID-19 PANDEMIC254
5.1.2 APPROVAL OF THE 2021 AIRPORT FEES OF AÉROPORTS DE PARIS BY THE TRANSPORT REGULATION AUTHORITY255
5.1.3 GROUPE ADP ENGAGES IN A TRANSFORMATION PROJECT FOR THE PARIS-CHARLES DE GAULLE PLATFORM TO PROMOTE ECOLOGICAL TRANSITION256
5.1.4 ABANDONMENT OF THE PROCEEDING TO ANNUL THE NOTICE ISSUED BY THE TRANSPORTS REGULATION AUTHORITY (ART) ON 27 FEBRUARY 2020256
5.1.5 GROUPE ADP ANNOUNCES THE COMPLETION BY TAV AIRPORTS OF THE ACQUISITION OF THE MANAGEMENT COMPANY OF ALMATY INTERNATIONAL AIRPORT IN KAZAKHSTAN256
5.1.6 TAV AIRPORTS GROUP SUCCESSFUL IN THE RENEWAL OF THE ANTALYA AIRPORT CONCESSION FOLLOWING A COMPETITIVE BIDDING PROCESS257
5.1.7 THE END OF THE HUBLINK INDUSTRIAL COOPERATION MARKS THE BEGINNING OF THE PROCESS OF THE ORDERLY DISPOSAL OF THE 8 % CROSS-SHAREHOLDINGS HELD BY AÉROPORTS DE PARIS AND ROYAL SCHIPHOL GROUP RESPECTIVELY257
5.2 ANALYSIS OF THE 2021 CONSOLIDATED RESULTS259
5.2.1 2021 CONSOLIDATED ACCOUNTS259
5.2.2 ANALYSIS BY SEGMENT262
5.2.3 FINANCIAL STRUCTURE266
5.3 INVESTMENTS269
5.3.1 INVESTMENTS DURING THE PERIODS COVERED BY THE FINANCIAL INFORMATION PRESENTED269
5.3.2 ONGOING INVESTMENTS271
5.3.3 AÉROPORTS DE PARIS’ PROJECTED INVESTMENT PROGRAMME IN 2022-2025, EXCLUDING FINANCIAL INVESTMENTS271
5.3.4 INVESTMENTS IN JOINT VENTURES OR IN SIGNIFICANT HOLDINGS271
5.3.5 ENVIRONMENTAL IMPACT OF INVESTMENTS MADE AND IN PROGRESS271
5.4 REMINDER OF THE 2021 FORECASTS273
REMINDER OF THE 2021 FORECASTS273
5.5 EVENTS SINCE 31 DECEMBER 2021274
ADP INTERNATIONAL SIGNS A SETTLEMENT AGREEMENT WITH IFC UNDER WHICH IT IS DEBARRED FOR 12 MONTHS FROM CALLS FOR TENDERS FOR PROJECTS FINANCED BY THE WORLD BANK GROUP274
APPROVAL OF THE 2022 TARIFFS FOR AÉROPORTS DE PARIS BY THE INDEPENDENT SUPERVISORY AUTHORITY FOR AIRPORT CHARGES274
ADOPTION OF THE “2025 PIONEERS” STRATEGIC ROADMAP BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2022274
DIVIDEND DISTRIBUTION POLICY275
FEBRUARY 2022 TRAFFIC FIGURES275
THE BOARD OF DIRECTORS OF AÉROPORTS DE PARIS AUTHORIZES THE COMPANY TO USE ITS VETO RIGHT AND THE BUYBACK OF ITS OWN SHARES IN ORDER TO BE ABLE TO EXERCISE ITS PREEMPTION RIGHT AS PART OF THE UNWINDING PROCESS OF THE CROSS-SHAREHOLDINGS WITH ROYAL SCHIPHOL GROUP275
“2025 PIONEERS”: THE 2022-2025 STRATEGIC ROADMAP OF GROUPE ADP TO BUILD A NEW SUSTAINABLE AIRPORT MODEL276
EVENTS OCCURING AFTER THE BOARD OF DIRECTORS 16 FEBRUARY 2022277
SIGNIFICANT CHANGE IN FINANCIAL OR BUSINESS SITUATION SINCE 31 DECEMBER 2021277
5.6 PROSPECTS, FORECASTS AND OBJECTIVES278
PROSPECTS278
TRAFFIC ASSUMPTIONS, FORECASTS AND TARGETS 2022-2025278
6. FINANCIAL INFORMATION280
6 .1 GROUPE ADP CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021282
KEY FIGURES282
GLOSSARY283
6.1.1 CONSOLIDATED INCOME STATEMENT284
6.1.2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME285
6.1.3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION286
6.1.4 CONSOLIDATED STATEMENT OF CASH FLOWS287
6.1.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY288
6.1.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS289
6.1.7 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS368
6.2 COMPANY FINANCIAL STATEMENTS AND NOTES OF AÉROPORTS DE PARI S SA AT 31 DECEMBER 2021372
6.2.1 INCOME STATEMENT372
6.2.2 BALANCE SHEET373
6.2.3 CASH FLOW STATEMENT374
6.2.4 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AÉROPORTS DE PARIS SA375
6.2.5 STATUTORY AUDITORS’ REPORT TO THE ANNUAL GENERAL MEETING OF AÉROPORTS DE PARIS410
OPINION410
JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS410
SPECIFIC VERIFICATIONS412
OTHER VERIFICATIONS AND INFORMATION PROVIDED FOR IN THE LEGAL AND REGULATORY TEXTS413
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS413
STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS413
7. CAPITAL AND SHAREHOLDING STRUCTURE416
7.1 SHAREHOLDING418
7.1.1 MAIN SHAREHOLDERS418
7.1.2 DOUBLE VOTING RIGHTS419
7.1.3 CONTROL OF THE COMPANY419
7.1.4 END OF THE HUBLINK INDUSTRIAL COOPERATION AND INITIATION OF A PROCESS FOR THE ORDERLY SALE OF THE CROSS-SHAREHOLDINGS OF 8% HELD RESPECTIVELY BY AÉROPORTS DE PARIS AND ROYAL SCHIPHOL GROUP419
7.2 FINANCIAL CALENDAR420
RESULTS, REVENUE AND GENERAL MEETING420
MONTHLY TRAFFIC FIGURES420
7.3 DIVIDENDS421
DIVIDEND DISTRIBUTION POLICY421
7. 4 ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND STATUTORY PROVISIONS422
7.4.1 INFORMATION CONCERNING THE SHARE CAPITAL422
7.4.2 PROVISIONS OF THE ARTICLES OF ASSOCIATION426
8. ADDITIONAL INFORMATION430
8.1 COMPANY INFORMATION432
8.1.1 COMPANY INFORMATION432
8.1.2 INFORMATION ON ACQUISITIONS432
8.2 CONTRACTS433
8.2.1 MATERIAL CONTRACTS433
8.2.2 REGULATED AGREEMENTS434
AGREEMENTS SUBMITTED FOR APPROVAL TO THE ANNUAL GENERAL MEETING434
AGREEMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING436
APPENDIX 1.1: LIST OF NEW LEASES AND AMENDMENTS CONCLUDED DURING FINANCIAL YEAR 2021 WITH THE STATE PURSUANT TO FRAMEWORK AGREEMENTS AUTHORISED BY THE BOARD OF DIRECTORS OF AÉROPORTS DE PARIS443
APPENDIX 1.2: LIST OF LEASES CONCLUDED PRIOR TO FINANCIAL YEAR 2021 WITH THE STATE PURSUANT TO FRAMEWORK AGREEMENTS AUTHORISED BY THE BOARD OF DIRECTORS OF AÉROPORTS DE PARIS AND CONTINUED DURING FINANCIAL YEAR 2021444
8.2.3 INFORMATION ON THE DOWNGRADING OF REGULATED AGREEMENTS448
8.2.4 OPERATIONS WITH RELATED PARTIES448
8.3 COMPANY RESULTS FOR THE LAST FIVE FINANCIAL YEARS449
8.4 SCHEDULE OF SUPPLIER PAYMENTS ON EXISTING DEBTS AT THE BALANCE SHEET DATE450
INVOICES RECEIVED AND NOT PAID AT THE CLOSING DATE OF THE FINANCIAL YEAR WHOSE TERM HAS EXPIRED450
INVOICES ISSUED BUT NOT PAID AT THE CLOSING DATE OF THE FINANCIAL YEAR WHOSE TERM HAS EXPIRED450
8.5 PERSONS RESPONSIBLE FOR THE URD INCLUDING THE RFA451
PERSON RESPONSIBLE FOR THE 2021 UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT451
REPORT OF THE PERSON RESPONSIBLE451
8.6 CROSS-REFERENCE TABLES452
8.6.1 CROSS-REFERENCE TABLE WITH ANNEX I OF REGULATION (EC) NO. 2019/980452
8.6.2 CROSS-REFERENCE TABLES FOR THE MANAGEMENT REPORT456
8.6.3 CROSS-REFERENCE TABLE FOR THE CORPORATE GOVERNANCE REPORT458
8.6.4 CROSS-REFERENCE TABLE FOR THE ANNUAL FINANCIAL REPORT460

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