Targets for the composition of the Supervisory Board; diversity concept for the Supervisory Board and Executive Board as well as the succession planning for the Executive Board

In its meeting held on December 15, 2022, and by means of its resolution of March 13, 2023, the Supervisory Board adopted a new requirements profile for the members of the Supervisory Board of Fraport AG, which stipulates, among other things, that the Supervisory Board as a whole should have adequate expertise with regard to sustainability issues of importance to Fraport, as well as sustainability reporting. The new requirements profile must be taken into account when nominating and proposing candidates for the next Supervisory Board elections in 2023.

The targets for the composition of the Supervisory Board and the competence profile for the overall board (including the diversity concept) are as follows:

“The objective is that the Supervisory Board should be composed in such a way that it ensures the competent control and support of the company’s Executive Board by the Supervisory Board. It should be taken into account that the Supervisory Board as a collective body has the overall knowledge, skills, and professional experience required to properly perform its tasks. It cannot be expected that each individual member of the Supervisory Board possesses the required knowledge and experience to the fullest extent; however, there should be at least one competent member of the Board for each aspect of the Supervisory Board’s activities to ensure that the comprehensive range of knowledge and experience is represented by the entirety of the Supervisory Board’s members. This should include an understanding of the relevant market environment, financial and commercial experience, and a strong regional connection.

In addition, each member of the Supervisory Board should be expected to have a certain level of essential general knowledge and experience that is appropriate to the nature, extent and complexity of the business activities, and the risk structure of an internationally operating company such as Fraport AG.

In order to comply with the standard age limit set by the Supervisory Board of 72 years at the time of election or re-election, which may be deviated from in justified individual cases provided there are no doubts as to the suitability of the persons proposed and their election appears expedient in the interests of the Company despite exceeding the age limit and the targets set by the Supervisory Board of a proportion of generally at least 30% of shareholder representatives on the Supervisory Board being no more than 62 years old at the time of their election, candidates should be proposed who, by virtue of their integrity, willingness to perform, availability, and personality, are able to perform the duties of a Supervisory Board member in an internationally operating company and to maintain the public image of Fraport AG. The principles of diversity and the proportion of women and men based on the statutory provisions should be taken into account when nominating candidates for the Board. In addition, the Supervisory Board should have at least three independent members.”

Concerning the extent to which this policy has been implemented, it can be stated that the current Supervisory Board, whose members offer a wide range of economic, political, and corporate expertise, has the knowledge, skills, and experience required to properly perform its duties. The objectives for the composition of the Supervisory Board and the competence profile for the overall board (including the diversity concept) will also be taken into account in elections to the Supervisory Board in 2023.

In addition, the Supervisory Board has both a sufficient number of members with international experience and an adequate number of members with a strong regional connection, as some of them hold seats in local and regional governments.

As regards the statutory gender quota with at least 30% women and at least 30% men on the Supervisory Board, in 2015 and most recently in 2022, the Supervisory Board decided that this quota is to be met separately for the members representing the shareholders and those representing the employees.

In line with this objective, the Supervisory Board has comprised three female and seven male shareholder representatives and three female and seven male employee representatives since the 2018 Annual General Meeting and the special election to the Supervisory Board at the 2020 Annual General Meeting. The aforementioned separate quotas for the members representing the shareholders and those representing the employees are to be taken into account again accordingly for the Supervisory Board elections taking place in 2023.

According to Section 100(5) of the AktG, at least one member of the Supervisory Board must have accounting expertise and at least one further member must have expertise in the auditing of accounts. According to Recommendation D.3 of the GCGC, the expertise in the field of accounting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and the expertise in the field of account auditing shall consist of special knowledge and experience in the auditing of financial statements. Recommendation D.3 of the GCGC goes on to state that accounting and account auditing also include sustainability reporting and its audit and assurance. The Chair of the audit committee shall have appropriate expertise in at least one of these two areas.

With Supervisory Board members Dr. Margarete Haase, who is Chair of the finance and audit committee, and Ms. Sonja Wärntges, two members of the Supervisory Board and the finance and audit committee possess the expertise in accounting and account auditing required by Section 100(5) of the AktG. The Supervisory Board of Fraport AG thus meets the requirements of stock corporation law with regard to the requirement of Supervisory Board members with expertise in the areas of accounting and account auditing.

Dr. Haase has successfully completed a degree in business administration at the Vienna University of Economics and Business, where she also obtained her doctorate. She has also completed the Executive Education Program at Harvard Business School in Boston. During her professional career, Dr. Haase has been responsible for numerous roles, which marks her as an expert in the fields of accounting and account auditing. She has held positions that include Head of Controlling, Division Manager for Group Planning and Control, Commercial Director and Director Corporate Audit, and was also a member of the Executive Board for companies belonging to the Daimler Group. Dr. Haase was a member of the Executive Board for Corporate Finance, Human Resources and Investor Relations at Deutz AG, Cologne until April 2018. Since February 2016, Dr. Haase has been a member of the Government Commission on the German Corporate Governance Code.

Ms. Wärntges completed degrees in economics at the Technical University of Braunschweig and the University of Hanover, from where she obtained a Master’s degree in business economics. Ms. Wärntges worked for several years at leading auditing and tax consulting companies and has been Chief Financial Officer of DIC Asset AG since 2013, additionally assuming the role of Chief Executive Officer in 2017. In this role, Ms. Wärntges’ areas of responsibility include Environmental, Social and Governance and sustainability issues, as well as the sustainability report, which DIC Asset AG has been issuing since 2011.

For shareholders, the Supervisory Board should include what they consider to be an appropriate number of independent members; the ownership structure should be taken into account (see Recommendation C.6 of the GCGC). The Supervisory Board decided that the board should include at least three independent shareholder representatives. Regarding this objective, it should be noted that, during the reporting year, the Supervisory Board had as its members Dr. Margarete Haase, Prof. Katja Windt, and Ms. Sonja Wärntges, which means that it reached its goal of having three shareholder representatives independent of the company, its Executive Board, and the controlling shareholder.

In spite of the fact that she has been a member of the Supervisory Board of Fraport AG for more than 12 years (member since January 1, 2011), the Executive Board and the Supervisory Board are of the opinion that Dr. Haase is to be classified as independent of the company and the Executive Board, as, due to her personality, integrity, and professionalism, combined with many years of varied professional activities, including management responsibilities outside of Fraport, her independence from Fraport AG and its Executive Board cannot be called into question. Through her work as a member of the Supervisory Board and Chair of the finance and audit committee, Dr. Haase demonstrates that she has the necessary critical distance from the company and its Executive Board when carrying out her work on the Supervisory Board at Fraport AG. Due to her stature and independence, she openly holds discussions with the Executive Board and understands how to critically scrutinize proposals.

In addition, Fraport AG also complies with Recommendations C.7 and C.9 of the GCGC, according to which more than half of the shareholder representatives must be independent of the company and the Executive Board and at least two of the shareholder representatives must be independent of the controlling shareholder. It should also be noted that the Chair of the Supervisory Board, the Chair of the audit committee (see above), and the Chair of the executive committee are considered to be independent within the meaning of Recommendation C.10 of the GCGC.

The nomination committee and the Supervisory Board will continue to adequately take into account this objective for the composition of the Supervisory Board when presenting candidates for election to the Supervisory Board at the Annual General Meeting.

The Supervisory Board also takes diversity into account regarding the composition of the Executive Board (Recommendation B.1 of the GCGC). Given the identified qualifications of its members, the Supervisory Board does not yet pursue a diversity concept for the Executive Board.

The Supervisory Board, along with the Executive Board and based on the preparatory work by the executive committee, ensures the long-term succession planning of the Executive Board. In addition to the requirements of the German Stock Corporation Act and the GCGC, long-term succession planning takes into account the target set by the Supervisory Board for the proportion of women on the Executive Board as well as other diversity criteria. Taking into account the specific qualification requirements, the structure of the Executive Board, including the division of portfolios, and the aforementioned personnel criteria, the executive committee develops an ideal profile on the basis of which it draws up a shortlist of eligible candidates. Structured discussions are held with these candidates. A recommendation for a resolution is then submitted to the Supervisory Board.

The status of the implementation of the requirements profile for members of the Supervisory Board of Fraport AG is outlined in the following qualification matrix. The general requirements for members of the Supervisory Board of Fraport are met by all members of the Supervisory Board. These include a general understanding of the aviation industry, in particular the market environment of an airport operator, the individual business fields, customer requirements, the regions in which Fraport AG operates, and the strategic orientation of the company and the Group as a whole. All of the members of the Supervisory Board are therefore familiar with the sector in which Fraport AG operates.