Audit of annual and consolidated financial statements as well as remuneration report
PwC audited the annual financial statements of Fraport AG and the consolidated financial statements as at December 31, 2022, as well as the combined management report, and issued an unqualified auditor’s report for each. The audit mandate was issued by the chairpersons of the Supervisory Board in accordance with the resolution of the Annual General Meeting of May 24, 2022.
The separate financial statements and the combined management report were prepared in accordance with the regulations of the HGB applicable to large capital companies and the consolidated financial statements were prepared in accordance with IFRS as applicable in the EU. Furthermore, the German legal regulations to be applied in addition to Section 315e(1) of the HGB in the preparation of the consolidated financial statements and the combined management report were applied. The separate financial statements, consolidated financial statements, and the combined management report were audited by the auditor. The consolidated financial statements and the combined management report meet the conditions for exemption from the preparation of consolidated financial statements in accordance with German commercial law. According to the auditor, there is an early risk warning system in place that meets the legal requirements and which makes it possible to identify developments that could jeopardize the company as a going concern at an early stage.
The aforementioned documents and the proposal by the Executive Board for the utilization of the profit earmarked for distribution were immediately sent to the Supervisory Board by the Executive Board. The finance and audit committee of the Supervisory Board examined these documents extensively and the Supervisory Board also reviewed them personally. The audit reports of PwC and the financial statements were available to all members of the Supervisory Board and were comprehensively dealt with in the accounting meeting of the Supervisory Board on March 13, 2023, in the presence of the auditor, who reported on the significant results of its audit and was available to respond to additional questions and provide further information. In the meeting, the chairwoman of the finance and audit committee provided a comprehensive report on the treatment of the annual financial statements and the consolidated financial statements in the finance and audit committee. A focal point of this reporting were the key audit matters described in the auditor’s report. The Supervisory Board approved the results of the annual audit. After the completion of the audit by the finance and audit committee and its own review, the Supervisory Board did not raise any objections. The Supervisory Board approved the financial statements prepared by the Executive Board; the annual financial statements were thus adopted.
As the profit of Fraport AG for the fiscal year 2022 after withdrawal from other revenue reserves to cover the net loss for the year amounts to €0.0, the agenda for the 2023 Annual General Meeting does not provide for a resolution by the Annual General Meeting on the appropriation of this profit.
The report prepared by the Executive Board on the relationships of Fraport AG with affiliated companies pursuant to Section 312 of the AktG (dependency report) for the period from January 1, 2022 to December 31, 2022 was submitted to the Supervisory Board. The report concludes with the following statement of the Executive Board, which is also included in the combined management report:
“The Executive Board declares that under the circumstances known to us at the time, Fraport AG received fair and adequate compensation for each and every legal transaction conducted. During the reporting year, measures were neither taken nor omitted at the request of or in the interests of the State of Hesse and the City of Frankfurt am Main and their affiliated companies.”
The auditor reviewed the report on the relationships with affiliated companies and issued the following auditor’s report:
“Based on our mandatory audit and the conclusions reached, we confirm that
1. the effective disclosures made in the report are correct,
2. the consideration paid by the company for the legal transactions referred to in the report was not unreasonably high.”
The auditor participated in the discussions with the Supervisory Board on March 13, 2023 on the report regarding the relationships with affiliated companies and was available to the Supervisory Board to provide additional information. After the final result of the audit of the dependency report, no objections were made to the declaration of the Executive Board at the end of the report, which was also included in the combined management report. The outcome of the audit of the dependency report by the auditor was approved.
PwC was also commissioned to review the content of the Remuneration Report of Fraport AG as at December 31, 2022 as prepared by the Executive Board and the Supervisory Board. In addition to the formal examination required by law in accordance with Section 162(1) and (2) AktG, the content of the Remuneration Report was also reviewed. Based on the substantive audit, the auditor was able to form an opinion on this with reasonable assurance and confirmed in the context of the audit report that the Remuneration Report complies with the provisions of Section 162 of the AktG in all material respects. The audit report is attached to the Remuneration Report.