Universal Registration Document 2019 Universal Registration Document Airbus SE is a European public company any obligation to update forward-looking (Societas Europaea), with its seat statements, except as may be otherwise in Amsterdam, the Netherlands, which is listed required by law. The forward-looking statements in France, Germany and Spain. in this Registration Document involve known As a result of the relabelling to a single Airbus and unknown risks, uncertainties and other brand, Airbus SE together with its subsidiaries factors that could cause the Company’s actual is referred to as “the Company” and no longer future results, performance and achievements the Group. The segment formerly known as to differ materially from those forecasted or “Airbus Commercial Aircraft” is referred to suggested herein. These include changes as “Airbus”. See “— Management’s Discussion in general economic and business conditions, and Analysis of Financial Condition and Results as well as the factors described under “Risk of Operations — 2.1.1.2 Reportable Business Factors” below. Segments”. This Registration Document was prepared in In addition to historical information, accordance with Annex 1 and 2 of Commission this Universal Registration Document Delegated Regulation (EU) 2019/980 and has (“ Registration Document” ) includes forward- been fi led in English with the Autoriteit looking statements. The forward-looking Financiële Markten (the “AFM”) on statements are generally identifi ed by the use of 23 March 2020 in its capacity as competent forward-looking words, such as “anticipate”, authority under Regulation (EU) 2017/1129 “believe”, “estimate”, “expect”, “intend”, “plan”, (the “Prospectus Regulation”) without prior “project”, “predict”, “will”, “should”, “may” or approval pursuant to Article 9 of the Prospectus other variations of such terms, or by discussion Regulation. of strategy. These statements relate to the This Registration Document may be used for Company’s future prospects, developments the purposes of an offer to the public of and business strategies and are based on securities or admission of securities to trading analyses or forecasts of future results and on a regulated market if approved by the AFM estimates of amounts not yet determinable. together with any amendments, if applicable, These forward-looking statements represent and a securities note and summary approved the view of the Company only as of the dates in accordance with the Prospectus Regulation. they are made, and the Company disclaims 2 Airbus / Registration Document 2019 Risk Factors 1 Information on the Company’s Activities 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 General Description of the Company and its Share Capital 4 Corporate Governance 5 General Information Airbus / Registration Document 2019 3 Contents Universal Registration Risk Factors 07 1. Financial Market Risks 08 Document 2. Business-Related Risks 12 3. Legal Risks 18 2019 4. Environment, Human Rights, Health and Safety Risks 21 1 Information on the Company’s Activities 23 1.1 Presentation of the Company 24 1.1.1 Overview 24 1.1.2 Airbus (Commercial Aircraft) 29 1.1.3 Helicopters 38 1.1.4 Defence and Space 41 1.1.5 Investments 47 1.1.6 Insurance 47 1.1.7 Legal and Arbitration Proceedings 47 1.2 Non-Financial Information 50 1.2.1 The Company’s Approach to Responsibility & Sustainability 50 1.2.2 Responsible Company 53 1.2.3 Responsible Business 62 1.2.4 Responsible Employer 68 1.3 Recent Developments 76 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 79 2.1 Operating and Financial Review 80 2.1.1 Overview 81 2.1.2 Significant Accounting Considerations, Policies and Estimates 83 2.1.3 Performance Measures 84 2.1.4 Results of Operations 89 2.1.5 Changes in Total Equity (Including Non-Controlling Interests) 93 2.1.6 Liquidity and Capital Resources 94 2.1.7 Hedging Activities 98 2.2 Financial Statements 98 2.3 Statutory Auditor Fees 98 2.4 Information Regarding the Statutory Auditors 99 4 Airbus / Registration Document 2019 3 4 General Description of the Company Corporate Governance 123 and its Share Capital 101 4.1 Management and Control 124 3.1 General Description of the Company 102 4.1.1 Corporate Governance Arrangements 124 3.1.1 Commercial and Corporate Names, 4.1.2 Dutch Corporate Governance Code, “Comply or Explain” 146 Seat and Registered Office 102 4.1.3 Enterprise Risk Management System 147 3.1.2 Legal Form 102 4.1.4 Internal Audit 149 3.1.3 Governing Laws and Disclosures 102 4.2 Interests of Directors 3.1.4 Date of Incorporation and Duration of the Company 103 and Principal Executive Officers 150 3.1.5 Objects of the Company 104 4.2.1 Remuneration Policy 150 3.1.6 Commercial and Companies Registry 104 4.2.2 Long-Term Incentives Granted to the Chief 3.1.7 Inspection of Corporate Documents 104 Executive Officer 162 3.1.8 Financial Year 104 4.2.3 Related Party Transactions 163 3.1.9 Allocation and Distribution of Income 104 3.1.10 General Meetings 105 4.3 Employee Success Sharing and Incentive Plans 163 3.1.11 Disclosure of Holdings 106 4.3.1 Employee Success Sharing and Incentive Agreements 163 3.1.12 Mandatory Disposal 107 4.3.2 Employee Share Ownership Plans 163 3.1.13 Mandatory Offers 108 4.3.3 Long-Term Incentive Plans 165 3.2 General Description of the Share Capital 109 3.2.1 Issued Share Capital 109 3.2.2 Authorised Share Capital 109 3.2.3 Modification of Share Capital or Rights Attached to the Shares 109 5 3.2.4 Securities Granting Access to the Company’s General Information 171 Share Capital 110 3.2.5 Changes in the Issued Share Capital 111 5.1 Entity Responsible for the Universal Registration Document 172 3.3 Shareholdings and Voting Rights 112 3.3.1 Shareholding Structure at the End of 2019 112 5.2 Statement of the Entity Responsible for 3.3.2 Relationships with Principal Shareholders 113 the Universal Registration Document 172 3.3.3 Form of Shares 115 5.3 Information Policy 172 3.3.4 Changes in the Shareholding of the Company 116 3.3.5 Persons Exercising Control over the Company 116 5.4 Undertakings of the Company 3.3.6 Simplified Group Structure Chart 116 regarding Information 173 3.3.7 Purchase by the Company of its Own Shares 118 5.5 Significant Changes 173 3.4 Dividends 120 5.6 Statement on Approval 173 3.4.1 Dividends and Cash Distributions Paid 120 3.4.2 Dividend Policy of the Company 120 3.4.3 Unclaimed Dividends 120 3.4.4 Taxation 120 Airbus / Registration Document 2019 5 6 Airbus / Registration Document 2019 Risk Factors 1. Financial Market Risks 08 2. Business-Related Risks 12 3. Legal Risks 18 4. Environment, Human Rights, Health and Safety Risks 21 Airbus / Registration Document 2019 7 Risk Factors / 1 Financial Market Risks The Company is subject to the risks and uncertainties described below that may materially affect its business, results of operations and fi nancial condition. These are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently considers immaterial may also impair its business and operations. 1. Financial Market Risks Global Economic Conditions The Company’s business, results the UK and 10.1% from Spain. US nationals account for 2.1% of employees. The remaining 12% are employees coming from of operations and fi nancial condition a total of 142 other countries. In total, 90.1% of the Company’s are materially affected by global active workforce is located in Europe on more than 100 sites. economic conditions. It is a priority to ensure that the Company can attract, develop Market disruptions and signifi cant economic downturns may and retain a world-class competent, motivated and fl exible develop quickly due to, among other things, crises affecting workforce, which fi ts current and future business requirements credit or liquidity markets, regional or global recessions, sharp in each of the countries in which the Company has a presence. fluctuations in commodity prices (including oil), currency A change in economic conditions in any of the geographies exchange rates or interest rates, infl ation or defl ation, sovereign in which the Company has signifi cant numbers of employees debt and bank debt rating downgrades, restructurings or or key employees may therefore impact our ability to compete defaults, or adverse geopolitical events (including the impact effectively for employees in such countries. of Brexit, discussed below and global policy including in the Approximately 24,000 suppliers from more than 100 countries US, European Union, China) or global pandemic diseases such supply parts, components, systems and services to the as COVID-19. The current US administration has introduced Company. In 2018, the overall external sourcing volume of the greater uncertainty with respect to US tax and trade policies, Company was valued at around € 52 billion. The Company tariffs and government regulations affecting trade between the requires its suppliers’ and subcontractors’ services in order to US and other countries. Such measures may affect countries deliver our products and generate revenue and profi t. Therefore where our customers and suppliers are located or where the fi nancial instability in any part of the world that would affect Company has an operational presence or to which its fi nancing our suppliers or subcontractors, including fi nancial conditions activities are linked. See “– Risk Factors – Financial Market resulting in their inability to obtain credit or even insolvency, could Risks – The Company’s business, results of operations and impact the Company’s ability to meet its customer obligations in fi nancial condition could be materially affected by Brexit”, “– Risk a satisfactory and timely manner.