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Expert Corporate Governance Service (ECGS)
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Aéroports de Paris - AGM 20 May 2019

ITEM 7: As every year, ADP proposes an individual vote on each related-party
agreement, which is a good practice we support. This year, no less than 18 resolutions
are related-party agreements. Most of them are acceptable. However, the amendment n°
4 of the memorandum of understanding concluded between the Company and SNCF
Réseau and the Caisse des Dépôts et Consignations related to the CDG Express project
raises concerns. Indeed, although we understand that this CDG Express project is quite
important for the strategy of Aéroports de Paris (mainly in its capacity as official partner,
for the promotion of the application of Paris to the Olympic Games in 2024) and that this
project is ambitious and promising, as pointed out for several years now, the company’s
disclosure on this agreement is poor. And specifically regarding the amounts at stake
and the reason why they increased from €12 M to €110 M. Considering our concerns, we
cannot support item 7.

ITEM 26: The Company proposes to renew its Chairman and CEO (Augustin de
Romanet) mandate: performances of the Group since Mr de Romanet is Chairman and
CEO are good on share price and environmental matters. However, in terms of
governance, the outcome is quite negative as there is no counter powers, but also
because when the double voting rights was enforced by the Florange Bill, Mr de
Romanet failed to put to vote a resolution to maintain the "One Share – One vote”
principle. Even if the resolution would have certainly been rejected (because of the
French Government weight on AGMs), he should have at least allowed shareholders to
express their opinion on this matter.

Underlying
Aeroports de Paris

Aeroports de Paris is the airport authority that owns and manages the fourteen civil airports and airfields in the Ile-de-France (Paris) area. Co. owns and operates the three main airports of the Ile de France region (Paris-Charles de Gaulle, Paris-Orly and Paris-Le Bourget), 10 general aviation airfields and the Issy-les-Moulineaux heliport. In the three main airports, Co. provides facilities to accommodate passengers, airlines and cargo and postal services, and offers a range of services. Co.'s activities are divided into five business segments: Aviation, Retail and Services, Real Estate, Airport Investments and Other Activities.

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Analysts
Expert Corporate Governance Service (ECGS)

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