2022 Universal Registration Document
Corporate Governance 3 CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 15 FEBRUARY 2023
3.1.5.7 Rules applicable to
3.1.5.9 Agreements reached by Aéroports de Paris that are modifed
the appointment and replacement of members of the Board of Directors and amendments to the Company’s Articles of Association
or end in the event of a change in control at Aéroports de Paris
The bonds provide that, in the case of a change of controlling interest in the Company (this concept is defined in the documentation of said bonds) and a decrease in the rating of its long-term debt, by a rating company acting at the request of Aéroports de Paris, to below BBB-, during the period of change in controlling interest, each holder of a bond may request repayment or buy-back by the issuer of all or a portion of the bonds that it holds, at their nominal value. In addition, the loans contracted with the European Investment Bank (EIB) include a consultation clause specifying that, in the event of a change of control of Aéroports de Paris (this concept being defined in the documentation of said loans), this clause would be implemented that could potentially lead to a request for early repayment. 3.1.5.10 Agreements providing for compensation for the members
Subject to the stipulations of Order no. 2014-948 of 20 August 2014, there are no rules regarding the appointment and replacement of members of the Board of Directors with the potential to have an impact in the event of a public offer. Only an Extraordinary General Meeting is empowered to amend all of the terms of the Articles of Association. However, it cannot increase the commitments of shareholders, without prejudice to regular operations resulting from the consolidation of shares. Also without prejudice to this, it requires a majority of two-thirds of the votes of shareholders present, represented or that have voted by correspondence. 3.1.5.8 Powers of the Board of Directors The Annual General Meeting of 17 May 2022, in its ordinary part, authorised the Board of Directors to trade in the Company’s shares at any time under certain conditions. This same meeting, in its extraordinary part, granted the Board of Directors financial delegations that can be implemented at any time.
of the Board of Directors and employees if they resign or are dismissed without due reason or cause or if their employment ends following a takeover bid or a public exchange offer
There are no agreements in place providing for compensation for members of the Board of Directors or employees if they resign or are dismissed without due reason or cause or if their employment ends following a takeover bid or a public exchange bid.
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 2022
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