X REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2016 WorldReginfo - 759d1fae-ea59-45cf-833d-3aa426c6d97c KEY FIGURES FOR 2016 NUMBER OF PASSENGERS IN NUMBER OF GROUP NUMBER OF AIRPORTS PARIS AIRPORTS PASSENGERS MANAGED WORLDWIDE 97.2 MPAX 240 MPAX 23 RELA ESTATE AREA SALES/PAX RETAIL SPACE DEVELOPED IN 2016 €18.2 56,800 sq.m 68,600 sq.m EBITDA NET INCOME ATTRIBUTABLE REVENUE TO THE GROUP €2,947 M €1,195 M €435 M WorldReginfo - 759d1fae-ea59-45cf-833d-3aa426c6d97c Aéroports de Paris Société anonyme au capital de 296 881 806 euros Siège social : 1 rue de France – 93290 Tremblay-en-France 552 016 628 RCS Bobigny 2016 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT Registration Document and annual financial report Copies of this Registration Document (“the Registration Document and Annual Financial Report”) are available free of charge from Aéroports de Paris, 1, rue de France, 93290 Tremblay-en-France, as well as on the Aéroports de Paris website (www.groupeadp.fr) and on the AMF (French Financial Markets Authority) website (www.amf-france.org). In due application of Article 28 of the European Commission’s regulation EC No. 809/2004, this Registration Document refers to information contained in: ◆ the annual and consolidated financial statements of Aéroports de Paris for the financial year ended 31 December 2015 and the reports by the Statutory Auditors on these financial statements, presented in Chapter 20 of the Aéroports de Paris Registration Document filed with the AMF on 31 March 2016 under number D. 16-0248 (the “2015 Registration Document”); ◆ the annual and consolidated financial statements of Aéroports de Paris for the financial year ended 31 December 2014 and the reports by the Statutory Auditors on these financial statements, presented in Chapter 20 of the Aéroports de Paris Registration Document filed with the AMF on 2 April 2015 under number D. 15-0281 (the “2014 Registration Document”); ◆ examination of the financial position and income of Aéroports de Paris for the financial years ended 31 December 2014 and 2015, presented in Chapter 9 of the 2014 and 2015 Registration Documents; ◆ the Statutory Auditors’ report on related party agreements and commitments for the financial years ended 31 December 2014 and 2015, presented in appendix 1 of the 2014 and 2015 Registration Documents. This Registration Document was filed with the AMF on 31 March 2017, in accordance with Article 212-13 of its General Regulation. It may be used for financial transactions if supported by an AMF approved information memorandum. This document was drawn up by the issuer and is binding for its signatories. AÉROPORTS DE PARIS - GROUPE ADP ® REGISTRATION DOCUMENT 2016 1 WorldReginfo - 759d1fae-ea59-45cf-833d-3aa426c6d97c PROFILE OF GROUPE ADP 23 AIRPORTS MANAGED AROUND THE WORLD The Netherlands Belgium France Croatia Georgia Macedonia Turkey Tunisia Jordan Saudi Arabia Guinea Mauritius Chile Madagascar Groupe ADP TAV Airports TAV Airports + Groupe ADP Schiphol NUMBER OF PASSENGERS USING PASSENGERS PER PARISIAN AIRPORT IN 2016 PARIS AIRPORTS (in millions) (in millions) 31.3 M 97.2 + 5.3% PARIS-ORLY 95.4 2016 92.7 2015 65.9 M + 0.3% PARIS-CHARLES DE GAULLE 90.3 2014 88.8 2013 2012 97.2 M + 1.8% TOTAL PARIS AIRPORTS WorldReginfo - 759d1fae-ea59-45cf-833d-3aa426c6d97c STRATEGY OF GROUPE ADP GROUPE ADP, CONSTANTLY EVOLVING SINCE ITS INITIAL LISTING ON THE STOCK EXCHANGE CONSOLIDATION Improved quality of service 2020 MODERNISATION INFLUENCE Increased capacity at CONNECT 2020 Paris-Charles de Gaulle Productivity and competitiveness 2006 INITIAL PUBLIC OFFERING 2006 - 2010 2011 - 2015 2016 - 2020 CONNECT 2020 A 2016-2020 STRATEGIC PLAN TO SERVE OUR AMBITION CONNECT CONNECT our passenger our infrastructures in Paris: and airline customers and motivate OPTIMISE our employees: ATTRACT Optimise our airports, High standards of quality and excellence, our tariffs structure for connecting customers in particular and our costs to increase our competitiveness CONNECT Aéroports de Paris with territories and with the rest of the world: EXPAND Realise the CDG Express Export our expertise to new markets BE A LEADING GROUP IN AIRPORT DESIGN, CONSTRUCTION AND OPERATION OPTIMISE ATTRACT EXPAND Augustin de Romanet, Chairman and CEO of Aéroports de Paris stated that: “2016 results showed the responsiveness of Groupe ADP in a difficult context. Traffic in Paris Aéroport exceeded 97 million passengers, growing by 1.8%, driven by the dynamism of European traffic and the recovery of international traffic at the end of the year. Retail activities resisted in 2016, thanks to the good performance of bars and restaurants and other shops, offsetting the decrease in sales per pax of airside shops. EBITDA grew slightly, to €1,195 million, thanks to the control over operating expenses, unfavorable and favourable non-recurring items offsetting each other. Our stake porfolio is optimised, with the sale of our Mexican stake and with the proposed disposal of TAV Construction. The net result attributable to the g roup is consequently slightly growing, to €435 million, and allows to propose the shareholder general meeting a dividend that is slightly higher than in 2015, to €2.64/share. In 2016, Groupe ADP got closer to its passengers customers with the launch of the new brand universe and the loyalty programme, and with the building of the new head offices in Paris-Charles de Gaulle. 2016 was the year in which new services were set in our airports, as the lounge Instant Paris for all passengers, and the year that saw decisive steps for the launch of CDG Express project. In 2017, on the basis of a traffic growth assumption of between +1.7% and +2.2% compared to 2016, EBITDA is expected in upward trend, favourably impacted by the planned-to-date extraordinary income. In 2017, Groupe ADP will keep a payout of 60% of the net result attributable to the group and commit in addition to maintain a dividend by share at least equal to that proposed for 2016, that is to say €2.64 per share.” WorldReginfo - 759d1fae-ea59-45cf-833d-3aa426c6d97c CONTENTS 01 PERSONS RESPONSIBLE FOR THE 09 REVIEW OF THE FINANCIAL REGISTRATION DOCUMENT AND POSITION AND INCOME AFR 78 ANNUAL FINANCIAL REPORT AFR 7 9.1 Key fi gures 79 1.1 Person responsible for the 2016 9.2 Analysis of 2016 results 79 Registration Document and Annual 9.3 Highlights of the 2016 fi nancial year 85 Financial Report 7 1.2 Report of the person in charge 7 10 EQUITY AND CASH FLOWS AFR 90 02 STATUTORY AUDITORS 8 10.1 Shareholder equity 90 10.2 Cash fl ow 90 2.1 Standing Statutory Auditors for the 2016 fi nancial year 8 10.3 Indebtedness 92 2.2 Substitute Statutory Auditors 10.4 Financial risk management 92 for the 2016 fi nancial year 8 10.5 Group commitments 92 03 SELECTED FINANCIAL INFORMATION 9 11 RESEARCH AND DEVELOPMENT, 3.1 Restatement of 2015 fi nancial statements PATENTS AND LICENCES 93 for comparison with 2016 10 11.1 Research and development 93 3.2 Summary consolidated income statement 10 11.2 Trademarks, patents and licences 93 3.3 Summary consolidated balance sheet 10 3.4 Summary consolidated cash fl ows statement 11 12 INFORMATION CONCERNING TRENDS 94 3.5 Financial debt 11 12.1 Recent events 94 12.2 Forecasts 95 04 RISK FACTORS AFR 12 4.1 Risk factors 12 13 PROFIT FORECASTS 96 4.2 Risk management 18 13.1 2016-2020 period guidances 96 13.2 2017 group forecasts 96 05 INFORMATION ON THE COMPANY 21 13.3 Report of the Statutory Auditors 5.1 Information 21 on the profi t forecast 97 5.2 History of the Company 22 5.3 capital expenditures 24 ADMINISTRATION AND EXECUTIVE 14 MANAGEMENT BODIES 98 06 BUSINESS OVERVIEW 28 14.1 Board of Directors AFR 98 6.1 Presentation of the activity 28 14.2 Personal information concerning the members of the Board of Directors 110 6.2 Overview of the market 33 6.3 Description of the airports owned COMPENSATION AND BENEFITS or operated by Groupe ADP 39 15 6.4 Description of activities 49 OF CORPORATE OFFICERS 112 15.1 Corporate offi cer compensation AFR 112 07 ORGANISATION CHART 74 15.2 Compensation paid to Board members 115 7.1 Simplifi ed GROUPE ADP organisation 15.3 Compensation paid to non-voting Board chart as at 31 December 2016 74 members 115 15.4 Company shares held by directors and non-voting Board members 115 08 REAL ESTATE ASSETS AND FACILITIES 76 15.5 Compensation of Executive Committee members 116 8.1 Real estate assets and facilities 76 8.2 Environmental constraints 77 The items included in the Annual Financial Report are identified using the pictogram AFR 4 AÉROPORTS DE PARIS - GROUPE ADP ® REGISTRATION DOCUMENT 2016 WorldReginfo - 759d1fae-ea59-45cf-833d-3aa426c6d97c 16 FUNCTIONING OF THE BOARD 21 ADDITIONAL INFORMATION OF DIRECTORS AND MANAGEMENT ON THE SHARE CAPITAL BODIES 117 AND PROVISIONS 16.1 Functioning of the Board of Directors OF THE ARTICLES OF ASSOCIATION AFR 253 and management bodies AFR 117 21.1 Information on the share capital 253 16.2 Functioning of the committees linked 21.2 Provisions of the articles of association 256 to the Board of Directors 122 16.3 Corporate governance – Adherence 22 MATERIAL CONTRACTS 259 to the principles of governance 124 INFORMATION SOCIAL, ENVIRONMENTAL 17 FROM THIRD PARTIES, EXPERT AND SOCIETAL RESPONSIBILITY 23 STATEMENTS AND STATEMENTS INFORMATION 125 OF INTEREST 260 17.1 Social information 126 17.2 Social indicators for GROUPE ADP 133 24 DOCUMENTS AVAILABLE 17.3 Aéroports de Paris Corporate Social TO THE PUBLIC 261 Responsibility (CSR) policy 134 17.4 Environmental information 135 17.5 Societal responsibility information 142 25 INFORMATION ON ACQUISITIONS