ADP // 2021 Universal Registration Document
ADD I T I ONAL I NFORMAT I ON 8 CONTRACTS
2. With companies in which the French State is also shareholder, directly or indirectly 2.1 WITH GESTIONNAIRE D’INFRASTRUCTURE CDG EXPRESS Nature and purpose Works design-build contract. Conditions At its meeting on 16 October 2018, your Board of Directors authorised a works design-build contract as part of the CDG Express project. The €205 million contract was signed on 8 February 2019. 2.2 WITH GESTIONNAIRE D’INFRASTRUCTURE CDG EXPRESS AND SNCF RÉSEAU, PUBLIC BODIES Nature and purpose Builder interface agreement signed between your company, Gestionnaire d’Infrastructure CDG Express and SNCF Réseau. Conditions At the outset, the French State (the concession-granting authority) and Gestionnaire d’Infrastructure CDG Express (the concession holder) signed a concession agreement on 11 February 2019, in order to grant the concession holder the design, financing, realisation or organisation of the infrastructure and the operation as well as the maintenance, including the upkeep and renewal, of the concession holder’s infrastructure in compliance with the performance objectives. At its meeting on 16 October 2018, your Board of Directors authorised a builder interface agreement as part of the CDG Express work. It was signed on 8 February 2019. The purpose of the agreement is (i) to organise relations between the parties that were not defined in their design-build contract covering the CDG Express work (ii) determine the allocation and coordination of the parties’ obligations with respect to the design, realisation or organisation of the infrastructure, as stipulated by the concession, (iii) avoid the risks relating to interfaces between the obligations of SNCF Réseau, the Builder under the SNCF Réseau design build contract – and the obligations of your company under its design-build contract, (iii) allocate the cost of any compensation, penalties and sanctions imposed by the concession granter and compensation payable to the concession holder, and (iv) ensure that disputes between holders of the design-build contracts are resolved, and that direct means of recourse are available to them. 3. With Royal Schiphol Group NV (NV Luchthaven Schiphol), shareholder of your company Persons concerned Dick Benschop and Jabine Van Der Meijs, directors of your company until 30 November 2021, and executive officers and/or corporate officers of Royal Schiphol Group NV (NV Luchthaven Schiphol). Nature and purpose Amendment intended to extend the industrial cooperation agreement signed on 14 November 2008 between your company and Royal Schiphol Group by one year. The objective of the Hublink alliance is (i) to improve the competitiveness of the two groups through the consolidation of a double-hub, (ii) to strengthen the attractiveness of the two groups through greater
harmonisation of the layout and signage of their terminals, and through the coordinated improvement of their passenger processes, (iii) strengthen the relations of the two groups with their main customers, including the Air France-KLM Group, and (iv) optimise their operational efficiency and reduce purchasing expenditure notably through volume pooling of some purchasing. Conditions At the meeting of 14 October 2020, your Board of Directors authorised the signing of amendment no. 1 to the industrial cooperation agreement signed on 14 November 2008, for a period of 12 years, between your company and Royal Schiphol Group, in order to extend its term by one year until 30 November 2021, which automatically entailed the extension of the shareholders’ agreement signed between the French State and Royal Schiphol Group NV (NV Luchthaven Schiphol), as mentioned in the paragraph below. 4. With the French State and Royal Schiphol Group NV (NV Luchthaven Schiphol), shareholders of your company Persons concerned The State and the Directors who represent it, or were appointed by it, as listed in paragraph A.1 of the first section of this report. Dick Benschop and Jabine Van Der Meijs, directors of your company until 30 November 2021, and executive officers and/or corporate officers of Royal Schiphol Group NV (NV Luchthaven Schiphol). Nature and purpose Shareholders’ agreement signed by the French State, represented by the Ministry of the Economy and Finances, and Royal Schiphol Group NV (NV Luchthaven Schiphol). Conditions In connection with the industrial cooperation agreement between Royal Schiphol Group NV and your company, your Board of Directors approved a shareholders’ agreement between the French State and the Royal Schiphol Group NV in your presence, at its meeting on 14 November 2008. This agreement was signed on 1 December 2008 and ended on 30 November 2021. 5. With companies that have common corporate officers with your company 5.1 WITH THE PUBLIC ESTABLISHMENT LE DOMAINE NATIONAL DE CHAMBORD Person concerned Augustin de Romanet, Chairman and CEO of your company, is Chairman of the Board of Directors of the public establishment Le Domaine National de Chambord. Nature and purpose Partnership agreement for the joint organisation of a photo exhibition for the 500 th anniversary of Chambord to be displayed on sheeting at Paris-Charles de Gaulle Airport. Conditions At its meeting on 20 May 2019, your Board of Directors authorised the agreement, which was signed on 29 July 2019 for a two-year period. The parties’ commitments were valued at €240,000 excluding taxes for each party.
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