Universal Registration Document 2024

3 CORPORATE GOVERNANCE

CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025

3.1 CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025 This chapter constitutes the Board of Directors’ corporate governance report prepared in compliance with articles L. 22-10-8 to L. 22-10-11 and L. 225-37-4 of the French Commercial Code ( Code de commerce ). It was drawn up by the Legal Department, the Human Resources Department, the Audit, Security and Risk Management Department and the secretariat of the Board of Directors, based in particular on the work of the Board of Directors and its committees. It was approved by the Board of Directors at its meeting of 19 February 2025, after being reviewed by the Compensation, Appointments and Corporate Governance Committee, the Audit and Risk Committee and the CSR Committee, as relevant. 3.1.1 COMPENSATION 3.1.1.1 Compensation policy for 2025 of the executive corporate officers referred to in article L. 22-10-8 of the French Commercial Code a) Compensation of the Chairman and Chief Executive Officer

The recommended compensation is in line with this strategic framework, and the social and environmental criteria for the variable portion are included in the CSR strategy, as reviewed by the CSR Committee and validated by the Board of Directors. For 2025, the compensation policy was approved by the Board of Directors on 19 February 2025, on the advice of the Compensation, Appointments and Corporate Governance Committee (CRNG). It will be submitted for ministerial approval under article 3 of French decree no. 53-707 of 9 August 1953, as amended. The conflicts of interest management policy is set out under "Operation of the Board of Directors", third paragraph, below. We recommend that you approve the compensation policy as presented in this report. It is specified that the approval of the General Meeting will be required for any modification of the components of compensation that have already been approved by the General Meeting. The components of compensation are governed by the aforementioned French decree no. 2012-915, regardless of the Executive Officer in question. Should the General Meeting of 15 May 2025 fail to approve the resolution on the 2025 compensation policy for the executive corporate officer, the policy previously approved by the General Meeting of 21 May 2024 in application of article L. 22-10-8 of the French Commercial Code will continue in effect. The Board of Directors will submit a draft resolution on a revised compensation policy for approval to the next Annual General Meeting. The gross annual amount of the Chairman and CEO’s fixed compensation for 2025 has been set, unchanged, at €350,000.

Pursuant to article L. 22-10-8 of the French Commercial Code, the Board of Directors submits to the approval of the General Meeting the 2025 compensation policy which describes all the components of the fixed and variable compensation of the Chairman and CEO and explains the decision-making process followed for its determination, review and implementation. The compensation policy is in line with French decree no. 2012-915 of 26 July 2012 amending that of 9 August 1953 which capped the compensation of corporate officers of public sector companies to which this decree is applicable, including Aéroports de Paris, at €450,000. It consists of a fixed and of a variable portion. The allocation of the variable portion is based on the achievement of quantitative and qualitative objectives related to the corporate strategy. The Group's strategy, which was aligned in 2022 with the 2025 Pioneers strategic roadmap, promotes an innovative airport model with a long-term perspective. Apart from the air travel industry’s environmental transformation, hospitality for the travelling customer remains central to the Company's values and concerns, with increased attention paid to each component of the travel experience: simplicity and fluidity, health and safety, comfort and quality of experience. The roll-out of the 2025 Pioneers strategic roadmap will be completed in 2025. The strategy for the following years will be prepared in 2025. This collective industrial project, on the scale of a multi-local group, must be built and secured financially (financial performance indicators: Group recurring EBITDA, Group ROCE and net debt to Group recurring EBITDA ratio). In a social, environmental and societal context that requires a sustainable model, and with the support of each of its employees, the Company is reaffirming its environmental commitments, in particular for the climate, and its social commitments, in particular for occupational safety and the employment of young people.

134

AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024

Made with FlippingBook - Online Brochure Maker