AIRBUS - 2019 Universal Registration Document

Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers

The elements of the Total Direct Compensation are described below:

Remuneration Element

Main Drivers

Performance Measures

Target and Maximum

1/3 of Total Direct Compensation (when performance achievement is 100% of target).

Reflects market value of position.

Not applicable

Base Salary

Collective (50% of VR): divided between EBIT (1) (40%); Free Cash Flow (2) (40%) and R&S (20%). Individual (50% of VR): Achievement of annual individual objectives, divided between Outcomes and Behaviour. Vesting ranges from 0% to 150% of initial grant, subject to performance over a three-year period. In principle, no vesting if cumulative negative EBIT. If cumulative EBIT is positive, vesting from 50% to 150% of grant based on EPS (75%) and Free Cash Flow (25%).

Rewards annual performance based on achievement of

The VR is targeted at 100% of Base Salary for the CEO and, depending on the performance assessment, ranges from 0% to 200% of target. The VR is capped at 200% of Base Salary.

VR

Company performance measures and individual objectives.

The original allocation to the CEO is capped at 100% of Base Sa l ary at the time of grant. The following caps apply to Performance Units: - overall pay-out is capped at a maximum of 250% of the original value at the date of grant. - the value that could result from share price increases is capped at 200% of the reference share price at the date of grant.

Rewards long-term commitment and Company performance, and engagement on financial targets subject to cumulative performance over a 3-year period.

4

LTIP

(1) The Company continues to use the term EBIT (earnings before interest and taxes). It is identical to Profit before finance cost and income taxes as defined by IFRS Rules. (2) Airbus defines the alternative performance measure Free Cash Flow (“FCF”) as the sum of (i) cash provided by operating activities and (ii) cash used for investing activities, less (iii) change of securities, (iv) contribution to plan assets for pension schemes, (v) realised treasury swaps and (vi) bank activities. It is a key indicator which allows the Company to measure the amount of cash flow generated from operations after cash used in investing activities.

The following graphic depicts three relevant scenarios for the outcome of the Total Direct Compensation:

Below Threshold

Target

Maximum

0

1

2

3

4

5

6

7

8

Base Salary Variable Remuneration (VR)

LTI paid in cash LTI paid in shares

Indications assume a Base Salary of € 1.35 million, but the Board of Directors may revise the Base Salary based on the recommendations of the RNGC.

“Below Threshold” includes annual Base Salary; VR at 0%; LTIP not vesting.

“Target” includes Base Salary, VR at target and LTIP grant face value in cash and in shares.

“Maximum” includes Base Salary; maximum VR value (200% of VR at target); maximum LTIP cash grant projected at vesting date (250% of grant value); maximum performance applicable to the number of shares granted (150%). The final value of Performance Shares depends on the share price development which is not capped.

c) Base Salary The CEO’s Base Salary is determined by the Board of Directors, taking into account the peer group analysis mentioned above.

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Airbus / Annual Report – Registration Document 2019