Registration Document 2016 WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document Airbus Group SE (the “Company”) is a European p ublic words, such as “anticipate”, “believe”, “estimate”, “expect”, company (Societas Europaea), with its seat in Amsterdam, The “intend”, “plan”, “project”, “predict”, “will”, “should”, “may” or Netherlands, which is listed in France, Germany and Spain. The other variations of such terms, or by discussion of strategy. applicable regulations with respect to public information and These statements relate to the Company’s future prospects, protection of investors, as well as the commitments made by developments and business strategies and are based the Company to securities and market authorities, are described on analyses or forecasts of future results and estimates in this Registration Document (the “Registration Document”). of amounts not yet determinable. These forward-looking In 2017, the Company continues to further integrate by merging statements represent the view of the Company only as of its Group structure with the commercial aircraft activities of the dates they are made, and the Company disclaims any Airbus, with associated restructuring measures. The merger obligation to update forward-looking statements, except is contemplated to take place mid-2017. In this new set-up, as may be otherwise required by law. The forward-looking the Company will retain Airbus Defence and Space and Airbus statements in this Registration Document involve known and Helicopters as Divisions. See “— Information on Airbus Activities unknown risks, uncertainties and other factors that could — 1.1.1 Overview”. cause the Company’s actual future results, performance and In 2016, there are no changes to the segment reporting. achievements to differ materially from those forecasted or Nevertheless as a result of the relabelling to a single Airbus suggested herein. These include changes in general economic brand, the Company together with its subsidiaries will be and business conditions, as well as the factors described referred to as “Airbus” and no longer the Group. Consequently, under “Risk Factors” below. the segment formerly known as Airbus is referred to as “Airbus This Registration Document was prepared in accordance Commercial Aircraft” for the purpose of 2016 f inancial with Annex 1 of EC Regulation No. 809 / 2004, filed in reporting . See “— Management’s Discussion and Analysis English with, and approved by, the Autoriteit Financiële of Financial Condition and Results of Operations — 2.1.1.2 Markten (the “AFM”) on 4 April 2017 in its capacity as Reportable Business Segments”. competent authority under the Wet op het financieel The Company will change its name to Airbus SE; the legal name toezicht (as amended) pursuant to Directive 2003 / 71 / EC. change from Airbus Group SE to Airbus SE is still subject to This Registration Document may be used in support of the approval of the Annual General Meeting (“AGM”) due to be a financial transaction as a document forming part of a held on 12 April 2017. prospectus in accordance with Directive 2003 / 71 / EC only In addition to historical information, this Registration Document if it is supplemented by a securities note and a summary includes forward-looking statements. The forward- looking approved by the AFM. This Registration Document is dated statements are generally identified by the use of forward- looking 4 April 2017. WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document 2016 - AIRBUS ° 02 ° Registration Document 2016 Registration Document Risk Factors 1 Information on Airbus 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 Entity Responsible for the Registration Document 2016 WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document 2016 - AIRBUS ° 03 ° 02 Risk Factors 07 Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 1. Financial Market Risks 08 2. Business-Related Risks 12 3. Legal Risks 19 2.1 Operating and Financial Review 58 4. Industrial and Environmental Risks 21 2.1.1 Overview 59 2.1.2 Signifi cant Accounting Considerations, Policies and Estimates 61 2.1.3 Performance Measures 62 2.1.4 Results of Operations 67 01 2.1.5 Changes in Consolidated Total Equity (Including Non-Controlling Interests) 70 Information on Airbus Activities 23 2.1.6 Liquidity and Capital Resources 72 2.1.7 Hedging Activities 75 1.1 Presentation of the Company 24 2.2 Financial Statements 76 1.1.1 Overview 24 2.3 Statutory Auditors’ Fees 76 1.1.2 Commercial Aircraft 28 2.4 Information Regarding the Statutory Auditors 77 1.1.3 Helicopters 36 1.1.4 Defence and Space 39 1.1.5 Investments 47 1.1.6 Insurance 47 03 1.1.7 Legal and Arbitration Proceedings 47 1.1.8 Research and Technology, Intellectual P roperty 50 General Description of 1.1.9 Corporate Social Responsibility 52 the Company and its Share Capital 79 1.1.10 Employees 54 1.2 Recent Developments 55 3.1 General Description of the Company 80 3.1.1 Commercial and Corporate Names, Seat and Registered Offi ce 80 3.1.2 Legal Form 80 3.1.3 Governing Laws and Disclosures 80 3.1.4 Date of Incorporation and Duration of the Company 82 3.1.5 Objects of the Company 82 3.1.6 Commercial and Companies Registry 82 3.1.7 Inspection of Corporate Documents 82 3.1.8 Financial Year 82 3.1.9 Allocation and Distribution of Income 83 3.1.10 General Meetings 83 WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document 2016 - AIRBUS ° 04 ° REGISTRATION DOCUMENT 2016 GENERAL TABLE OF CONTENTS 04 3.1.11 Disclosure of Holdings 84 3.1.12 Mandatory Disposal 86 Corporate Governance 103 3.1.13 Mandatory Offers 87 4.1 Management and Control 104 3.2 General Description 4.1.1 Corporate Governance Arrangements 104 of the Share Capital 87 4.1.2 Dutch Corporate Governance Code, 3.2.1 Issued Share Capital 87 “Comply or Explain” 124 3.2.2 Authorised Share Capital 87 4.1.3 Enterprise Risk Management System 125 3.2.3 Modifi cation of Share Capital 4.1.4 Ethics and Compliance Organisation 129 or Rights Attached to the Shares 88 4.2 Interests of Directors and Principal 3.2.4 Securities Granting Access Executive Offi cers 131 to the Company’s Share Capital 89 4.2.1 Remuneration Policy 131 3.2.5 Changes in the Issued Share Capital 89 4.2.2 Long-Term Incentives Granted to the Chief Executive Offi cer 141 3.3 Shareholdings and Voting Rights 90 4.2.3 Related Party Transactions 142 3.3.1 Shareholding Structure at the end of 2016 90 4.3 Employee Profi t Sharing 3.3.2 Relationships with Principal Shareholders 91 and Incentive Plans 142 3.3.3 Form of Shares 94 4.3.1 Employee Profi t Sharing and Incentive 3.3.4 Changes in the Shareholding of the Company 94 Agreements 142 3.3.5 Persons Exercising Control over the Company 95 4.3.2 Employee Share Ownership Plans 142 3.3.6 Simplifi ed Group Structure Chart 95 4.3.3 Long-Term Incentive Plans 144 3.3.7 Purchase by the Company of its Own Shares 97 3.4 Dividends 99 3.4.1 Dividends and Cash Distributions Paid 99 3.4.2 Dividend Policy of the Company 99 05 3.4.3 Unclaimed Dividends 99 Entity Responsible 3.4.4 Taxation 99 for the Registration Document 149 5.1 Entity Responsible for the Registration Document 150 5.2 Statement of the Entity Responsible for the Registration Document 150 5.3 Information Policy 151 5.4 Undertakings of the Company regarding Information 151 5.5 Signifi cant Changes 151 WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document 2016 - AIRBUS ° 05 ° Risk Factors WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document 2016 - AIRBUS ° 06 ° Registration Document 2016 Risk Factors 1. Financial Market Risks 08 2. Business-Related Risks 12 3. Legal Risks 19 4. Industrial and Environmental Risks 21 2016 WorldReginfo - 8235fdfd-56c1-4f5c-b144-3d65d27a9621 Registration Document 2016 - AIRBUS ° 07 ° Risk Factors 1 Financial Market Risks The Company is subject to many risks and uncertainties that may affect its fi nancial performance. The business, results of operation or fi nancial condition of the Company could be materially adversely affected by the risks described below. 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 Concerns As a global company, the Company’s operations and The results of the US Presidential election have introduced performance depend signifi cantly on market and economic greater uncertainty with respect to US tax and trade policies, conditions in Europe, the US, Asia and the rest of the world. tariffs and government regulations affecting trade between the Market disruptions and signifi cant economic downturns may US and other countries. develop quickly due to, among other things, crises affecting Although it is too early for the impact of these geopolitical events credit or liquidity markets, regional or global recessions, sharp to be reasonably assessed, the consequences could have a fluctuations in commodity prices (including oil), currency negative effect on the Company’s fi nancial condition and results exchange rates or interest rates, infl ation or defl ation, sovereign of operations. debt and bank debt rating downgrades, restructurings or defaults, or adverse geopolitical events (including the impact If economic conditions were to deteriorate, or if more pronounced of Brexit , discussed below, US policy and elections in Europe). market disruptions were to occur, there could be a new or Any such disruption or downturn could affect the Company’s incremental tightening in the credit markets, low liquidity, and activities for short or extended periods and have a negative extreme volatility in credit, currency, commodity and equity effect on the Company’s fi nancial condition and results of markets.