AIRBUS - 2020 Universal Registration Document

4. Corporate Governance / 4.3 Employee Success Sharing and Incentive Plans

4.2.3 Related Party Transactions Re ecting Article 2:129(6) of the Dutch Civil Code, Article 18.5 of the Articles of Association provides that “ a Director shall not take part in the deliberations or decision-making if he has a direct or indirect personal interest which conflicts with the interests of the Company and of the enterprise connected with it. If as a result thereof no resolution of the Board of Directors can be adopted, the resolution is adopted by the General Meeting ”. During the years 2018, 2019 and 2020, no agreement was entered into by the Company with one of its Directors or principal officers or a shareholder holding more than 5% of the voting rights of the Company outside the ordinary course of business and in conditions other than arm’s length conditions. For more information, please refer to the “Notes to the IFRS Consolidated Financial Statements – Note 10: Related party

transactions” for the year-ended 31 December 2020, “Notes to the IFRS Consolidated Financial Statements – Note 9: Related party transactions” for the year-ended 31 December 2019 and “Notes to the IFRS Consolidated Financial Statements – Note 8: Related party transactions” for the year-ended 31 December 2018, as incorporated by reference herein. For a description of the relationships between the Company and its principal shareholders, see “– General Description of the Company and its Shareholders – 3.3.2 Relationships with Principal Shareholders”. Other than the relationships between the Company and its principal shareholders described therein, there are no potential con icts of interest between the duties to the Company of the Directors and their respective private interests or other duties.

4.3 Employee Success Sharing and Incentive Plans

4.3.1 Employee Success Sharing and Incentive Agreements

Success sharing schemes which are implemented in the Company in more than 30 countries, including France, Germany, Spain and the UK, follow one set of common rules, ensuring a consistent application across the group.

The Company’s remuneration policy is strongly linked to the achievement of individual and Company objectives, both for each Division and for the overall Company. Since 2012, an annual Performance and Restricted Unit plan has been established for the senior management of Airbus (see “– 4.3.3 Long-Term Incentive Plans”), and employees are offered shares at favourable conditions within the context of an Employee Share Ownership Plan (see “– 4.3.2 Employee Share Ownership Plans”).

4.3.2 Employee Share Ownership Plans

According to shareholders’ resolutions adopted at the AGM, the powers to issue shares and to set aside preferential subscription rights of existing shareholders have been granted to the Board of Directors at the 2020 AGM. Such powers include the approval of ESOP.

Enabling employees to participate in the results of the Company is a key element in the Airbus benefits policy. Since its creation, the Company has developed a philosophy based on sharing the added value created by the Company with all employees (including the CEO). Therefore, the Company has regularly offered qualifying employees the opportunity to purchase shares on favourable terms through the ESOP.

The following table summarises the main terms of the ESOPs conducted over the last three years:

Year

Price per share Nominal value per share Number of shares issued

Date of issuance

€88.65 (1) / €84.17 (2) / €92.57 (3) €97.76 (1) / €104.38 (2) / €134.40 (3) €136.00 (1) / €136.60 (2) / €90.09 (3)

€1 €1 €1 €1 €1 €1

1,739,390 72,429 1,728,800 55,452

3 May 2018 20 November 2018 2 May 2019 19 November 2019 4 May 2020 18 November 2020

2018

2019

891,633 84,522

2020

(1) Shares purchased within context of French group employee savings plan. (2) Shares purchased directly. (3) Under the umbrella of the ESOP, a dedicated UK tax advantageous Share Incentive Plan, SIP, was also deployed in 2017, 2018 and 2019.

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Airbus / Registration Document 2020