AIRBUS - 2020 Universal Registration Document

4. Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers

The performance of the Individual Component is measured by the RNGC for the CEO and for all the other members of the Executive Committee. The RNGC discusses the level of achievement of every single target and derives a combined target achievement level for the outcomes. The behavioural part of the Individual Component is also discussed by the RNGC and constitutes an adjustment factor for the target achievement of the outcomes. Finally, the RNGC proposes to the Board of Directors the compound Individual Component of the CEO target achievement made up from the outcomes and behavioural achievements. e) Long-Term Incentive Plan The CEO participates in the Company’s LTIP in order to increase the alignment with shareholders’ interests. The LTIP allows the award of Performance Units (“ Performance Units ” or “ Units ”) and/or Performance Shares (“ Performance Shares ” or “ Shares ”). The value of the CEO’s LTIP allocation is capped at 100% of the Base Salary at the date of grant and subject to performance conditions. The achievement of the performance criteria is assessed by the RNGC after a three-year period based on relevant financial criteria during this period of three years with stringent targets set in advance and agreed by the Board of Directors at the recommendation of the RNGC. At the end of this three-year period, the grant is subject to a performance calculation to determine whether and to what extent it should vest. Depending on this calculation (i) Performance Units will vest in two tranches, the payment of which takes place approximately 6 and 18 months following the end of the performance period and (ii) Performance Shares will vest in one tranche, approximately six months following the end of the performance period. This is depicted in the graphic below:

4

Performance calculation determines the number of Units and Shares that may vest

GRANT DATE Face value at grant date Allocation policy

Y+5

Y

Y+1

Y+2

Y+3

Y+4

Performance period 3 years

X X

X

Vesting in SHARES Vesting in CASH

The level of vesting of Performance Shares and Units is subject to the following performance measures: – – 0-50% of the allocation: In principle, this element of the Performance Unit/Share award will not vest if the Company reports negative cumulated EBIT results. Nonetheless, in case the Company’s EBIT results are impacted by exceptional and unpredictable circumstances, the Board of Directors, upon recommendation of the RNGC, may decide that a maximum portion of 50% of the allocation will vest; – – 50-150% of the allocation: This element of the Performance Unit/Shares vests based on the two following performance criteria: average earnings per share (75%) (“ Earnings per Share ” or “ EPS ”) and cumulative Free Cash Flow (25%).

Earnings per Share (75%) Average over 3 years, €

Measures cash generation Driven by cash provided by/used for operating and investment activities Free Cash Flow (25%) Cumulated over 3 years, M€

Measures profitability Driven by net income and number of shares

The vesting of Performance Units and Shares is subject to the following maximum cap: – – the maximum level of vesting is 150% of the number of Units/Shares granted. The vesting of Performance Units is subject to the following maximum caps: – – the value that could result from share price increases is capped at 200% of the reference share price at the date of grant; and – – the overall pay-out is capped at 250% of the value at the date of grant. Performance Units and Performance Shares that vest in accordance with the terms and conditions applicable to them are settled without further action being required by the beneficiary. For each payment in cash, one Unit is equal to the value of one Airbus SE share at the time of vesting. The Airbus SE share value is the average of the opening share price, on the Paris Stock Exchange, during the 20 trading days preceding and including the respective vesting dates.

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Airbus / Registration Document 2020