ADP // 2021 Universal Registration Document

PRESENTAT I ON OF THE GROUP 1 GROUP ACTIVITIES

Specific bodies of the alliance The industrial cooperation agreement used a simplified governance structure focused on efficiency: a number of priority areas of cooperation were defined annually by the ICC (Industrial Cooperation Committee), which was the monitoring body for projects carried out as part of the alliance. Representation in the corporate bodies of the two companies The duties as members of the Board of Directors of Aéroports de Paris of Dick Benschop and Robert Carsouw, respectively, Chief Executive Officer and Chief Financial Officer of Royal Schiphol Group, and as member of the Supervisory Board of Royal Schiphol Group of Edward Arkwright, Chief Executive Officer of Aéroports de Paris, ended on 30 November 2021 at the end of the HubLink industrial cooperation agreement. The end of the HubLink industrial cooperation marked the beginning of the orderly sale process of the cross-shareholdings of 8% respectively held by Aéroports de Paris and Royal Schiphol Group The end of the cooperation marked the start of the orderly disposal process of the 8% each party held in the capital of the other, under the terms of an exit agreement between Aéroports de Paris and Royal Schiphol Group of 1 December 2008 and in accordance with the shareholders’ agreement also dated 1 December 2008 between Royal Schiphol Group and the French government. It is planned that this process will take place over a maximum period of 18 months, i.e. no later than 30 May 2023, during which Royal Schiphol Group will sell first, on one or more occasions (each time for a number of shares at least equal to 1% of the share capital of Aéroports de Paris), the shares it holds in the share capital of Aéroports de Paris. As part of this disposal process, Aéroports de Paris has a right of first offer, enabling it to make an offer to Royal Schiphol Group on the shares it holds in Aéroports de Paris or to appoint a third party to make an offer on the ADP shares. If Aéroports de Paris does not exercise its right of first offer, or if Royal Schiphol Group does not accept the takeover offer made under the right of first offer, Royal Schiphol Group will have the right to sell, on one or more occasions (each time for a number of shares at least equal to 1% of the share capital of Aéroports de Paris), its ADP shares either on the market, or to one or more identified persons (over the counter). Aéroports de Paris then has a pre emptive right enabling it (i) to buy back the ADP shares offered for sale by Royal Schiphol Group at a price equivalent to that obtained by Royal Schiphol Group, or (ii) to substitute one or more third parties in the exercise of this right. Aéroports de Paris or the substituted third party(ies) will have a period of seven calendar days from receipt by Aéroports de Paris of the transfer notification sent to it by Royal Schiphol Group containing one or more unconditional and irrevocable offers to acquire a number of ADP shares representing at least 1% of the share capital of Aéroports de Paris, to notify Royal Schiphol Group of the exercise of the pre-emptive right. The French State also has a similar right of pre-emption, but without the option of substitution, which must be exercised within the same period and prevails over the right of pre-emption of Aéroports de Paris.

In addition, in the event of a proposed sale to identified persons of the ADP shares held by Royal Schiphol Group, the French government and Aéroports de Paris have a right of veto to oppose this sale, which may be exercised once per proposed disposal and within the same period of time as their right of pre-emption, the right of veto of the State prevailing over that of Aéroports de Paris. Royal Schiphol Group will retain, unless Aéroports de Paris and Royal Schiphol Group decide otherwise, the proceeds of the sale in an escrow account, guaranteeing payment of the sale price of the Royal Schiphol Group shares held by Aéroports de Paris. The sale price by Aéroports de Paris of the Royal Schiphol Group shares will be set on the basis of a market value determined following an appraisal procedure that will take into account the price of the ADP shares ceded by Royal Schiphol Group through the application of a bonus or a malus set according to the average price at which the ADP shares will have been sold compared to a market value of Aéroports de Paris, itself determined by an expert. Finally, in the event of the failure to transfer the Aéroports de Paris shares held by Royal Schiphol Group at the end of the 18-month period, Aéroports de Paris may exercise, with a right of substitution, a purchase option for its own shares held by Royal Schiphol Group under the contractual conditions agreed between the parties (the formula for calculating the price will be based on an average stock-exchange price). Aéroports de Paris no longer exercises significant influence over Royal Schiphol Group since 1 December 2021 and the shares of Royal Schiphol Group, previously consolidated using the equity method, are now recognised in other non-current financial assets. The Board of Directors of Aéroports de Paris authorises the Company to use its right of veto and to buy back its treasury shares in order to be able to exercise its right of pre-emption, as part of the process of unwinding cross shareholdings with Royal Schiphol Group The Board of Directors meeting of 16 February 2022 authorised the company to use the rights that the exit agreement between Aéroports de Paris and Royal Schiphol Group of 1 December 2008 conferred on Aéroports de Paris. These are: ◆ the use of the veto right that the Company holds in the event of a proposed sale to identified persons of the ADP shares held by Royal Schiphol Group; ◆ the buyback, including by use of its pre-emptive right with the option of substitution for the benefit of third-party investors, of a number of ADP shares representing up to 8% of the share capital of Aéroports de Paris in order to enable, if applicable, the purchase of all ADP shares to be sold by Royal Schiphol Group. This authorisation is part of the share buyback programme authorised by the General Meeting of 11 May 2021, including the framework it provides in terms of objectives and financial limits. It may continue in the same manner under any share buyback programme that succeeds it in the future. The authorisation thus granted by the Board of Directors allows Aéroports de Paris to acquire, in accordance with the applicable regulations, its own shares in the context of a sale by private agreement with Royal Schiphol Group or by placing an order under an accelerated order book procedure to be implemented by Royal Schiphol Group.

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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1