Airbus // Universal Registration Document 2023

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

4.2 Interests of Directors and Principal Executive Officers

4.2.1 Remuneration Policy

The Remuneration Policy covers all members of the Board of Directors: the CEO (who is the only Executive Director) and the other members of the Board of Directors (who are the Non Executive Directors). By adopting a resolution to that effect, the general meeting may (re)adopt, amend or supplement the Remuneration Policy on the basis of a proposal by the Board of Directors, at the recommendation of the RNGC. The Board of Directors, at the recommendation of the RNGC, may decide to temporarily deviate (either increasing or reducing the remuneration levels) from any element of the Remuneration Policy as outlined below, and may continue to do so until the General Meeting adopts an amended version of the Remuneration Policy following the occurrence of such deviation, if this is necessary to serve the long-term interests and sustainability of the Company or to assure its viability. Any deviation will be made public and duly justified. The Remuneration Policy detailed in this chapter “– 4.2.1 Remuneration Policy” was adopted by the 2020 AGM with effect as of 1 January 2020. The Remuneration Policy therefore needs to be submitted for approval at the 2024 AGM, even if it is unchanged. In anticipation of the need to submit the Remuneration Policy for shareholders’ approval at the 2024 AGM, the RNGC, with the support of an external advisor, launched a comprehensive review process at the beginning of 2023, evaluating pay components, pay mix (including the balance between short and long-term incentives), performance conditions and other structural features to ensure that the Remuneration Policy continues to attract, retain and motivate executives. This process, as in previous remuneration policy reviews, included engagement with shareholders and other relevant stakeholders, as well as an independent benchmark of pay practices. This process allowed the Company to identify potential changes to the Remuneration Policy, as detailed below. However, after careful consideration and having taken investors’ feedback into account, the Board has decided, as a sound governance practice, to align the timing for a decision by the AGM on the changes to the Remuneration Policy with that of the CEO’s new mandate (renewal/appointment), which will take place at the 2025 AGM, and therefore to submit the contemplated changes to the Board of Directors’ Remuneration Policy at the 2025 AGM (and not the 2024 AGM). Subject to further engagements as part of the 2025 AGM roadshow, the currently envisioned changes would strive for a stronger alignment of remuneration with the long-term strategy of the Company and would include: (i) the introduction of a Sustainability & Climate related KPI in the Long Term Incentive (“ LTI ”) portion of CEO’s remuneration (25%) and (ii) an increase in the LTI grant from 100% to 150% of the base salary. In parallel, the Board is contemplating reinforcing the “pay for performance” principle by reviewing the range of performance achievement and pay-out of the LTI KPIs. The range could

evolve from 50% – 150% to 0% – 200% (starting from 0% without taking the EBIT into consideration and increasing the scale up to 200%). Finally, the Board envisages strengthening financial / quantitative performance measures with the potential inclusion of relative Total Shareholder Return (“ TSR ”) as a KPI in the LTI (25%) and by increasing the quantifiable portion of the CEO’s individual objectives (Individual Component of the Annual Variable Remuneration). In consideration of the above, it is therefore proposed that with effect from 1 January 2024 and until the 2025 AGM, the current Remuneration Policy in the form set out below in this chapter 4.2.1 “Remuneration Policy”, remains in place.

4.2.1.1 Executive Remuneration – Applicable to the CEO a) Remuneration Philosophy

The Company’s remuneration philosophy aims to provide remuneration that will attract, retain and motivate high-calibre executives, whose contribution will help to ensure that the Company achieves its strategic and operational objectives, thereby delivering long-term sustainable returns for all shareholders and other stakeholders in a manner consistent with the Company’s identity, mission and corporate values. The Board of Directors and the RNGC are committed to making sure that the executive remuneration structure (i) is transparent and comprehensive for all stakeholders; (ii) is consistent and aligned with the interests of long-term shareholders, whilst also taking into consideration the employment conditions of the Company’s employees; and (iii) further incentivises the Company’s corporate values by also basing variable remuneration components on the achievement of non-financial targets and metrics using environmental, social or governance criteria via the sustainability performance measure. Before setting the targets to be proposed for adoption by the Board of Directors, the RNGC analyses scenarios with respect to the potential targets, and considers the financial and other outcomes that would result from meeting various performance levels, including achieving maximum performance thresholds, and how the level and structure of executive remuneration would be affected, together with the potential risks for the Company’s business these outcomes could present. The Board of Directors further considers these aspects, based on the RNGC’s recommendations. Before making a recommendation relating to the remuneration of the CEO, the RNGC and the Board of Directors shall also take note of the views of the CEO with regard to the amount, level and structure of his or her remuneration.

242 Airbus Annual Report

Universal Registration Document 2023