Shareholders and Annual General Meeting

The shareholders of Fraport AG exercise their rights at the Annual General Meeting where they exercise their right to a voice and a vote. The shareholders are informed of business developments in the past year and the company’s forecasts included in the combined management report with sufficient time prior to the meeting. During the year, the shareholders are provided with comprehensive and timely information about current business developments through interim reports and other company publications on the company website.

The Annual General Meeting is held within the first eight months of every fiscal year and makes decisions concerning the tasks assigned to it by law, such as the appropriation of profits, election and approval of the actions of the members of the Supervisory Board and approval of the actions of the Executive Board, the selection of the auditor, amendments to the company statutes, and other tasks. The shareholders can either exercise their right to vote in person or can authorize third parties to exercise their right to vote. The Executive Board is authorized to ensure that shareholders may cast their votes in writing or by electronic communication (mail-in ballot). Each share entitles its holder to one vote in the voting.

The German Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic, which entered into force on March 28, 2020, which was amended by Article 11 of the German Act on the Further Shortening of the Residual Debt Relief Procedure and on the Amendment of Pandemic-Related Provisions under the Law of Companies, Cooperative Societies, Associations, Foundations, and Tenancy of December 22, 2020 (Federal Law Gazette I No. 67 2020, p. 3332) and the application of which was extended until August 31, 2022 by Article 15 of the German Act on the Establishment of a Special Fund “Reconstruction Assistance 2021” and on the Temporary Suspension of the Obligation to File an Insolvency Application due to Heavy Rainfall and Floods in July 2021 and on the Amendment of Further Acts dated September 10, 2021 (Federal Law Gazette I No. 63 2021, p. 4153) (COVID-19 Act), made it possible to also hold ordinary Annual General Meetings in 2022 without the physical presence of shareholders or their representatives (virtual Annual General Meeting). In view of the ongoing coronavirus pandemic, the Code of Conduct adopted by the State of Hesse in this respect and the goal of preventing the further spread of COVID-19 and avoiding risks to the health of shareholders, internal and external employees and members of the company’s bodies, the Executive Board of Fraport AG also made use of this option in 2022 with the approval of the Supervisory Board.

With Article 2 of the German Act on the Introduction of Virtual Annual General Meetings of Stock Corporations and Amendment of Cooperative and Insolvency and Restructuring Law Provisions (Federal Law Gazette I 2022, p. 1166 et seqq.), Article 118a was inserted into the German Stock Corporation Act. This is intended to make it possible to conduct virtual Annual General Meetings on a permanent basis, even after the statutory special regulations introduced as a result of the coronavirus pandemic have expired. This requires an amendment to the company statutes, which only permits the holding of virtual Annual General Meetings for a maximum of five years. Against the backdrop of the ongoing coronavirus pandemic, on September 30, 2022, the Supervisory Board agreed, on the basis of the (transitional) provisions of Section 26n(1) of the Introductory Act to the German Stock Corporation Act, which entered into force in 2022, that the ordinary Annual General Meeting on May 23, 2023 was once again to be held as a virtual Annual General Meeting, in accordance with Section 118a of the AktG, without the physical presence of shareholders or their authorized representatives and agreed to propose an amendment to the Fraport AG company statutes at the 2023 Annual General Meeting with the intention of also enabling virtual Annual General Meetings to be held in the future on the basis of a corresponding authorization from the Executive Board in light of the change in the legal situation. This merely authorizes the Executive Board to hold virtual Annual General Meetings without any decision having been made as to whether future Annual General Meetings will once again be held virtually or in person. For future Annual General Meetings, the decision as to whether the authorization should be used and an Annual General Meeting held virtually should be taken on a case-by-case basis and in consideration of the individual circumstances. The Executive Board will take its decisions in consideration of the interests of the company and its shareholders and, in particular, the protection of shareholders’ rights and aspects related to the protection of the health of participants, expenses, and cost, as well as sustainability issues. In February 2023, the Executive Board and in March 2023, the Supervisory Board again addressed the issue of holding the Annual General Meeting of Fraport AG in 2023 as a virtual event and confirmed that the Annual General Meeting 2023 should be held as a virtual event. The reasons for this included the significantly simplified participation option, in particular for international shareholders and shareholders with a distant domestic residence, the enabling of equal participation rights for shareholders at the virtual Annual General Meeting, the sustainability of the format, and the cost savings compared to an attendance event.