2014 Registration Document and Annual Financial Report Société anonyme au capital de 296 881 806 euros Siège social : 291, boulevard Raspail – 75014 Paris 552 016 628 RCS Paris 2014 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, 291 boulevard Raspail, 75014 Paris, as well as on the Aéroports de Paris website (www.aeroportsdeparis.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 consolidated financial statements of Aéroports de Paris for the financial year ended 31 December 2013 and the report 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 2014 under number D. 14-0251 (the “2013 Registration Document”); the consolidated financial statements of Aéroports de Paris for the financial year ended 31 December 2012 and the report by the Statutory Auditors on these financial statements, presented in Chapter 20 of the Aéroports de Paris Registration Document filed with the AMF on 26 April 2013 under number D. 13-0437 (the “2012 Registration Document”); examination of the financial position and income of Aéroports de Paris for the financial years ended 31 December 2012 and 2013, presented in Chapter 9 of the 2012 and 2013 Registration Documents; the Statutory Auditors’ report on related party agreements and commitments for the financial years ended 31 December 2012 and 2013, presented in appendix 1 of the 2012 and 2013 Registration Documents. This Registration Document was filed with the AMF on 2 April 2015 under number D. 15-0281, 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. 2014 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT - AÉROPORTS DE PARIS 1 Contents The items included in the Annual Financial Report are identifi ed using the pictogram AFR 01 PERSONS RESPONSIBLE FOR THE 09 REVIEW OF THE FINANCIAL REGISTRATION DOCUMENT AND POSITION AND INCOME AFR 70 ANNUAL FINANCIAL REPORT AFR 5 9.1 Key fi gures 70 1.1 Person in charge of the 2014 Registration 9.2 Analysis of 2014 results 71 Document and Annual Financial Report 5 9.3 Highlights of the 2014 fi nancial year 77 1.2 Report of the person in charge 5 EQUITY AND CASH FLOWS AFR 79 STATUTORY AUDITORS 6 10 02 10.1 Shareholder equity 79 2.1 Standing Statutory Auditors for the fi nancial year 2014 6 10.2 Cash fl ow 79 2.2 Substitute Statutory Auditors for the 10.3 Financing 81 fi nancial year 2014 6 10.4 Financial risk management 81 10.5 Group commitments 81 03 SELECTED FINANCIAL INFORMATION 7 3.1 New presentation of the consolidated 11 RESEARCH AND DEVELOPMENT, fi nancial statements 7 PATENTS AND LICENCES 82 3.2 Summary consolidated income statement 8 11.1 Research and development 82 3.3 Summary consolidated balance sheet 8 11.2 Trademarks, patents and licences 82 3.4 Summary consolidated cash fl ows statement 8 3.5 Financial debt 9 12 INFORMATION CONCERNING TRENDS 83 12.1 Recent events 83 04 RISK FACTORS AFR 10 12.2 Forecasts 84 4.1 Risk factors 10 4.2 Risk management 16 13 PROFIT FORECASTS 85 13.1 Targets for the 2011-2015 period 85 05 INFORMATION ON THE COMPANY 17 13.2 2015 Group forecasts 86 5.1 Information 17 13.3 Statutory auditors’ report 5.2 History of the Company 18 on the profi t forecast 86 5.3 Capital Expenditure 19 14 ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES 87 06 BUSINESS OVERVIEW 23 6.1 Presentation of the activity 23 14.1 Board of Directors AFR 87 6.2 Presentation of the market 28 14.2 Personal information concerning the Board members 102 6.3 Description of platforms owned or managed directly by Aéroports de Paris 33 6.4 Description of activities 43 15 COMPENSATION AND BENEFITS OF CORPORATE OFFICERS 103 15.1 Corporate offi cer compensation AFR 103 ORGANISATION CHART 67 07 15.2 Compensation paid to Board members 105 7.1 Simplifi ed Group organisation chart as at 31 December 2014 67 15.3 Compensation paid to non-voting Board members 106 15.4 Company shares held by directors and non-voting Board members 106 REAL ESTATE ASSETS AND FACILITIES 68 08 15.5 Compensation of Executive Committee 8.1 Real estate assets and facilities 68 members 106 8.2 Environmental constraints 69 2 2014 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT - AÉROPORTS DE PARIS 16 FUNCTIONING OF THE BOARD OF 21 ADDITIONAL INFORMATION ON THE DIRECTORS AND MANAGEMENT BODIES 107 SHARE CAPITAL AND PROVISIONS 16.1 Functioning of the Board of OF THE ARTICLES OF ASSOCIATION AFR 243 AFR Directors and management bodies 107 21.1 Information on the share capital 243 16.2 Functioning of committees associated 21.2 Provisions of the Articles of Association 246 with the Board of Directors 112 16.3 Corporate governance – adherence to the principles of governance 114 22 MATERIAL CONTRACTS 249 SOCIAL, ENVIRONMENTAL INFORMATION FROM THIRD 17 AND SOCIETAL RESPONSIBILITY 23 PARTIES, EXPERT STATEMENTS INFORMATION 115 AND STATEMENTS OF INTEREST 250 17.1 Social information 115 17.2 Social indicators for the Group 122 17.3 Environmental information 123 24 DOCUMENTS AVAILABLE 17.4 Societal responsibility information 129 TO THE PUBLIC 251 17.5 Aéroports de Paris corporate social responsibility (CSR) policy 131 17.6 Methodological note on social, societal 25 INFORMATION ON ACQUISITIONS 252 and environmental reporting 133 APPENDIX 1 253 A1 STATUTORY AUDITORS’ REPORT 18 MAIN SHAREHOLDERS 135 ON RELATED PARTY AGREEMENTS 18.1 Shareholding of the Company AFR 135 AND COMMITMENTS 253 18.2 Change of control of the Company AFR 136 General meeting of shareholders to approve the fi nancial statements for the year ended 18.3 Shareholder agreements 136 31 December 2014 253 APPENDIX 2 260 19 OPERATIONS WITH RELATED PARTIES 138 A2 REPORT BY THE CHAIRMAN 19.1 Relations with Government authorities OF THE BOARD OF DIRECTORS 260 and administrative authorities 138 Report by the Chairman of the Board of 19.2 Relations with related parties 139 Directors on the composition of the Board and the application of gender equality in it, the conditions for preparing and organising its work and the internal control and risk management 20 FINANCIAL INFORMATION ON THE procedures put in place by Aéroports de Paris ASSETS, FINANCIAL POSITION for the period ending the 31 December 2014 AND RESULTS AFR 140 – Article L.225-37 of the Code de commerce 20.1 Aéroports de Paris Consolidated (French commercial code) 260 Financial Statements and notes as of 31 December 2014 141 APPENDIX 3 283 20.2 Statutory auditors’ report on the consolidated fi nancial statements 208 A3 STATUTORY AUDITORS’ REPORT ON THE REPORT PREPARED 20.3 Company Financial Statements and Notes BY THE CHAIRMAN OF THE BOARD 283 of Aéroports de Paris at 31 December 2014 210 20.4 Statutory auditor’s report on the fi nancial statements 240 20.5 Pro forma fi nancial data 241 APPENDIX 4 284 20.6 Interim fi nancial data 241 A4 ANNUAL FINANCIAL REPORT 284 20.7 Dividend distribution policy 241 20.8 Legal and arbitration proceedings 241 20.9 Material change in the fi nancial or commercial position since 31 December 2014 242 2014 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT - AÉROPORTS DE PARIS 3 4 2014 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT - AÉROPORTS DE PARIS 01 Persons re sponsible for the Registration Document and Annual Financial Report AFR In this Registration Document, the terms “Aéroports de Paris” and “the Company” both refer to the company Aéroports de Paris SA. The term “Group” refers to the group of companies formed by the Company and all of its subsidiaries and associates. 1.1 Person in charge of the 2014 Registration Document and Annual Financial Report Augustin de Romanet, Chairman and CEO of Aéroports de Paris. 1.2 Report of the person in charge Having taken all reasonable measures for such a purpose, I certify that, to the best of my knowledge, the information contained in this Registration Document, including its appendices, is accurate and correct and contains no omission likely to affect its meaning. I certify that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position and results of the Company and all the companies included in the consolidation and that the management report included in the Annual Financial Report included in this document, presents a true picture of the development of the business, income and financial position of the Company and all of the companies included in the consolidation as well as a description of the main risks and uncertainties that they face. I have obtained an Accountant’s certificate from the Statutory Auditors, in which they state that they have verified the information relating to the financial position and the financial statements provided for herein, and that they have read the document in its entirety. This letter does not contain observations. The Statutory Auditors’ reports on the consolidated and annual financial statements for the financial year ended 31 December 2014 are presented in Chapter 20 of this Registration Document. In their report on the annual financial statements, the Statutory Auditors, without calling into question the opinion they have expressed on the financial statements, made an observation, drawing the attention of the reader to Note 2.2 to the annual financial statements, which presents a change in the accounting method applied to employee benefit obligations relating to supplementary retirement benefits.