Other Disclosures

44 Performance Share Plan

Performance Share Plan

Effective January 1, 2020, the Long-Term Incentive Program (LTIP) used to determine the long-term performance remuneration for the Executive Board, and from January 1, 2021 for the other plan participants, was replaced by the Performance Share Plan (PSP), which maintains a performance period of four years.

At the start of the plan, each member of the Executive Board, or each plan participant, is promised a target amount in euros according to their function as an allocation value.

As at January 1, 2024, 161,725 virtual shares were issued for the PSP tranche. Their term is four years ending on December 31, 2027.

The allocation value is divided by the initial fair value (i.e., the actuarially determined fair value according to the accounting standard IFRS 2, Share-based Payment) per performance share at the beginning of the performance period, resulting in the provisional number of virtual performance shares allocated.

The achievement of the performance share plan is determined by two performance criteria, Earnings Per Share (EPS) and the Total Shareholder Return (TSR) compared to the MDAX index.

• The Earnings Per Share (EPS) criterion is used as an internal financial performance target and is taken into account with a weighting of 70%. The EPS performance criterion provides incentives to operate profitably. This forms the basis for the sustainable and long-term growth of Fraport AG and ensures the financing capacity of necessary capital expenditure and thus the achievement of important strategic goals. Long-term growth helps Fraport AG to achieve its objective of establishing itself as Europe’s best airport operator and also to set global standards among the competition. In determining the achievement of the EPS target, a target value derived from strategic planning is compared with the actual EPS value achieved. This compares the average of the annual actual EPS values determined during the performance period with the average target EPS. If the average actual EPS value is equal to the average target EPS (target value), the target achievement rate is 100%. If the average actual EPS value is 25% below the target value, the target achievement rate is 50%. If the average actual EPS value is more than 25% below the target value, the target achievement rate is 0%. If the average actual EPS value is 25% or more above the target value, the target achievement rate is 150%. Between these values, the degree of achievement follows a straight-line development.
• As a further performance criterion, the relative Total Shareholder Return (TSR) uses an external performance criterion geared to the capital market, which is weighted at 30%. The relative TSR takes into account the development of the Fraport share price plus fictitious reinvested gross dividends compared to a predefined comparison group. The relative TSR links the interests of the Executive Board and shareholders and integrates a relative measurement of success into the remuneration system for the Executive Board. This creates an incentive to outperform the relevant comparison group in the long term. Fraport AG pursues the goal of being an attractive investment for shareholders and therefore provides an incentive for above-average success on the capital market. Achieving the target for the relative TSR is based on a comparison with the MDAX. The Supervisory Board considers the MDAX to be an appropriate benchmark group, as Fraport AG is listed in this index and the MDAX consists of companies of a comparable size. To calculate the TSR in the performance period of the Fraport AG share and the MDAX, the arithmetic average of the closing prices over the last 30 trading days before the beginning of a year of the performance period and over the last 30 trading days before the end of a year of the performance period is determined and then averaged relative to the four years of a performance period. In determining the arithmetic average of closing prices at the end of the performance period, a fictitious amount of reinvested gross dividends is also taken into account. The target achievement is 100% if the TSR performance of the Fraport AG share corresponds to the TSR performance of the comparison group. If the TSR performance of the Fraport AG share is 25% below the TSR performance of the MDAX, the target is 50%. If the TSR performance of the Fraport AG share is more than 25% below the TSR performance of the MDAX, the target is 0%. If the TSR performance of the Fraport AG share is 25% or more below the TSR performance of the MDAX, the target is 150%. Achieving the targets between the defined target achievement points follows a straight-line development.

The aforementionded performance criteria allow a target to be achieved in the range of 0% to 150%. At the end of the four-year performance period, the achievement of the performance criteria is determined and the final number of virtual performance shares is determined. The distributed amount is calculated by multiplying the final number of performance shares determined by the average price at that time of the Fraport AG share in the last 3 months prior to the end of the performance period plus dividends paid per share during the performance period. The value of the performance shares to be distributed therefore depends on the achievement of the performance criteria and the share price relevant for the distribution. The maximum payout amount is limited to 150% for each tranche to the Executive Board and 125% for all other participants to the allocation value applicable at the start of the plan.

The payment of the PSP takes place no later than one month after approval of the consolidated financial statements for the fourth year of the performance period.

The target achievements for the respective performance criteria of the Executive Board tranches are published in the relevant Remuneration Report.

The valuation of the virtual shares takes place on the basis of the fair value per share for a tranche. A Monte Carlo simulation is used to determine the fair value. A simulation of the log-normal distributed processes is carried out for the Fraport share price to determine the relevant payment according to the respective performance targets.

The fair value of virtual shares to be measured in fiscal years 2021 to 2024 was calculated based on the following assumptions:

• The basis of the computations on the respective valuation date was a continuous zero interest rate. The interest rates were computed from the interest rate structures of government bonds maturing between one and ten years.
• The computation basis for future dividend payments is public estimates made by ten banks. The arithmetic mean of these estimates is taken to determine the dividends.
• Historic volatility is used for the calculations. The calculations are based on the daily XETRA closing price for the Fraport AG share and beginning in fiscal year 2020 also for the MDAX.
• The remaining term of the PSP is used as the time horizon to determine volatility.

As at December 31, 2024, the provision for the current PSP tranches was €14.2 million (previous year: €7.4 million).

Due to the market dependence of the fair value measurement, there was a negative effect on profit and loss of €6.8 million in the past fiscal year 2024 (previous year: €4.9 million), which was recognized in personnel expenses. Of this amount, €4.8 million (previous year: €3.4 million) is attributable to Executive Board members and €2.0 million (previous year: €1.5 million) to the other plan participants.

45 Contingent Liabilities

The guarantees predominantly consist of performance guarantees amounting to €1,536.8 million. These mainly represent obligations related to investments in joint ventures and, to a lesser extent, obligations related to associated companies. Under the existing concession contracts for the operation of foreign airports, it is customary to issue guarantees, including those serving as collateral for potential financing guarantees. These guarantees predominantly arise from the respective contract terms in connection with national and international investment projects. The key guarantees are explained below.

In December 2021, Fraport AG and its partner company TAV Airports Holding were awarded the tender for the new concession to operate the Turkish Antalya Airport. This new concession runs from 2027 to 2051. In the course of this acquisition, the concession company Fraport TAV Antalya Yatirim, Yapim ve İşletme A.Ş had to submit a contract performance guarantee to the Turkish aviation authority as the grantor upon signing the concession agreement on December 28, 2021. This guarantee is currently provided by the Turkish Ziraat Bank (unchanged from 2023) and reinsured by the shareholders in accordance with their shares in the consortium (Fraport share: €38.3 million). In the first quarter of 2022, an advance payment on the concession fee of €1,812.5 million was made to the Turkish grantor in connection with this new concession in Antalya. To do so, the concession company obtained financing in the amount of €1,225.0 million via a banking consortium. Additional funds from banks were used to finance the contractually obligatory expansion activities at the Antalya site so that the operating company reported liabilities to banks totaling around €2,193.0 million as at December 31, 2024 (previous year: €1,883.0 million). Fraport AG, as a shareholder, has issued a financing guarantee in favor of the banking consortium, amounting to a total of €1,096.5 million (previous year: €941.5 million), in line with its stake in the joint venture.

In connection with the current concession at Antalya Airport, Türkiye, in which Fraport AG holds a 50% stake, the shareholder guarantees previously totaling €85.0 million (€42.5 million Fraport share) for an existing loan (financed by the Turkish Akbank, with the Spanish Banco Santander as the facilitating bank) were reduced to zero in 2024, as contractually agreed. The loan was repaid in full in 2024. Additionally, a guarantee of €1.9 million was in place in connection with this engagement (as at December 31, 2023). This guarantee expired at the end of 2024.

The Fraport Group and the Brazilian Government signed concession agreements on July 28, 2017 for the operation and further development of the Brazilian airports of Fortaleza and Porto Alegre. This commitment resulted in guarantees of €278.1 million (previous year: €323.1 million).

A performance guarantee of INR 3,000 million (equivalent to €33.7 million; previous year: €32.5 million) was agreed among GMR Holdings Private Ltd., Fraport AG, and ICICI Bank Ltd. in connection with the modernization, expansion, and operation of the airport in Delhi, India, which, however, precludes any recourse liability against Fraport AG. If, however, the party to the contract, GMR Holdings Private Ltd., fails to meet its contractual obligations, the liability of Fraport AG may not be excluded given the fact that Fraport AG is party to the contract.

The Group companies of Fraport USA have obligations amounting to €26.4 million (previous year: €23.3 million) in connection with the operation and development of commercial terminal areas at various US airports.

As at the balance sheet date of December 31, 2024, there were contract performance guarantees in connection with the two ser-vice concession agreements concluded in 2015 for the 14 Greek Regional Airports of €24.9 million (previous year: €29.2 million).

For the operation of Lima Airport, Peru, a performance guarantee related to the concession contract remained in place as at the balance sheet date, amounting to €25.4 million (previous year: €24.1 million). The amount of the guarantee is regularly adjusted and depends on the investment obligations already fulfilled by the subsidiary in Lima.

At the Group company Fraport Twin Star Airport Management AD, a performance guarantee of €7.5 million (previous year: €7.5 million) remains in place in connection with the operation of Varna and Burgas Airports, Bulgaria.

In 2023, potential claims by local authorities against the Brazilian Fraport company in Porto Alegre for the resettlement/construction of alternative housing for the residents of the Vila Nazaré settlement, which borders the airport site, were included under other contingent liabilities. The relocation has been completed. The legal dispute was settled in 2024 in favor of the Fraport company in Porto Alegre. In the previous year, expenses equivalent to €75.4 million were reported under contingent liabilities.

The other contingent liabilities include, among others, that Fraport AG is held liable to the amount of €5.8 million for rentals payable by Lufthansa Cargo Aktiengesellschaft to ACC Animal Cargo Center Frankfurt GmbH if Lufthansa Cargo Aktiengesellschaft exercises an extraordinary right to terminate the contract (previous year: €5.8 million) as well as contingent liabilities of the Group company Lima from tax risks to the amount of €11.0 million (previous year: €9.9 million).

46 Other Financial Obligations

As at the balance sheet date, other obligations amounted to €301.0 million (previous year: €161.6 million). These primarily relate to commitments from long-term supply contracts for the procurement of electricity, cooling, and heating, totaling €262.9 million (previous year: €100.4 million). The total commitments for electricity procurement amount to €252.0 million. This mainly consists of a multi-year green power supply contract structured as a Power Purchase Agreement (PPA) for offshore wind energy with EnBW Energie Baden-Württemberg AG. The contract has a total term of 15 years. Electricity supply from this wind farm is scheduled to begin on July 1, 2026. In addition, there are three other smaller electricity supply contracts with various providers. There are also contractual procurement obligations with Mainova AG amounting to €10.9 million for the supply of cooling and heating.

The other obligations include €37.7 million (previous year: €60.9 million) of obligations to joint ventures.

Revenue-related concession fees and additional obligations for capital expenditure of unspecified amounts on airport infrastructure have been agreed based on the existing concession agreements relating to the operation of the airports in Varna and Burgas, Bulgaria; Lima, Peru; Fortaleza and Porto Alegre, Brazil; and the 14 Greek Regional Airports (see also note 49).

In addition to order commitments, other financial obligations also include future expenses from existing rental and leasing contracts for operating and office equipment as well as technical systems and machines. No right-of-use assets in accordance with IFRS 16 were recognized for these contracts for reasons of materiality. Contracts are recorded as expenses like operate leases.

Order commitments for intangible assets comprise an insignificant portion of the total amount.

47 Risk Management

Fraport is exposed to market price risks mainly due to changes in exchange rates and interest rates. The Group is additionally exposed to credit risks. There are also liquidity risks arising in connection with credit and market price risks or resulting from a worsening of the operating business or disturbances on the financial markets. It is the objective of financial risk management to monitor and limit these risks by means of current operating and finance-related activities. Depending on a risk assessment, selected hedging instruments are used for these purposes. In general, Fraport hedges only those risks that affect the Group’s cash flows. Recently concluded derivative financial instruments are used exclusively as hedging instruments; i.e. they are not used for trading purposes.

Reporting to the Executive Board of risk positions is made once per quarter as part of the early risk recognition system. In addition, the Chief Financial Officer receives a current financial report each month with all important financial risk positions. These are also part of the monthly Treasury Committee Meetings (TCM) in which the Chief Financial Officer and representatives of the financial department participate. The processes of risk control and the use, scope and structure of financial instruments, among others, are regulated as part of the Group’s financial guidelines. These regulations also include requirements for the unambiguous segregation of functions in respect of operating financial activities, their settlement and accounting, and the controlling of the financial instruments. The guidelines, which are the basis of the risk management processes, aim to limit and control the risks appropriately and monitor them. Both the guidelines and the systems are regularly reviewed and adjusted to current market and product developments.

For further details, please refer to the opportunity and risk reporting in the combined management report.

Credit Risk

Fraport is subject to default risks from its operating business and certain financial positions. The default risks arising from financial positions are controlled by a broad diversification of counterparties and issuers, as well as regular verification of their credit ratings and the limits derived from this. It is the company’s risk policy that financial assets and derivative transactions are in principle only carried out with issuers and, if possible in the respective country, counterparties with a credit rating of at least “BBB–”. If the credit rating is downgraded to a grade worse than “BBB–” during the asset’s holding period or the term of the derivative, a decision will be made on a case-by-case basis on how to deal with the asset or derivative in future, taking into account the remaining term. A low credit risk is expected, unless the debtor of a financial asset shows an external rating with “investment grade” upon initial recognition or on the balance sheet date. In the case of Group companies, typically those financed through project financing, it may be the case that accounts are maintained with banks that have a rating that is only non-investment grade. Such credit risks are continuously monitored.

The maximum credit risk on the balance sheet date is mainly reflected in the carrying amounts of the assets reported in the financial position. The amount of the debt instruments corresponds to the credit risks of the securities and promissory note loans. On the balance sheet date, the material securities and promissory note loans were broken down as follows:

The carrying amount of securities and promissory note loans have the following long-term issuer ratings:

The credit risk on liquid funds (carrying amount) applies solely with regard to banks. Here, current cash deposits are maintained with banks. The banks where liquid funds are deposited have the following long-term issuer ratings:

Liquidity Risk

Fraport generates financial funds mainly through its operating business and external financing. The funds are primarily used to finance capital expenditure for items of property, plant, and equipment and intangible assets.

The operating cash flow, the available liquid funds (including cash and cash equivalents and current realizable securities and other financial instruments), as well as current and non-current credit lines and loan commitments, give sufficient flexibility to ensure the liquidity of the Fraport Group.

Given the diversity both of the financing sources, and the liquid funds, and financial assets as well as the balanced repayment profile of financial liabilities, there is no risk of concentration in the liquidity.

The operating liquidity management at the level of Fraport AG comprises a cash concentration process, which, on a daily basis, combines the liquid funds of most of the Group companies headquartered in Germany. This allows optimum control of liquidity surpluses and requirements in line with the needs of individual Group companies. Short and medium-term liquidity management includes the maturities of financial assets and financial liabilities and estimates of the operating cash flow.

The following list of maturities shows how the liability cash flows as at December 31, 2024 influence the Group’s future liquidity.

The liquidity profile as at December 31, 2023 was as follows:

All financial instruments that are subject to agreements as at the reporting date were included to determine the undiscounted payments. If a contractual partner can release a payment at different points of time, the earliest deadline was taken into account. The respective forward interest rates derived from the interest curve as at the balance sheet date were used to determine the interest payments on primary financial liabilities bearing interest at floating rates and the net payments on derivative financial instruments. The respective forward interest rates were used to determine the interest payments on primary financial liabilities in foreign currency.

For project-financing arrangements of foreign Group companies, credit clauses typical for this type of financing have been agreed. These clauses include regulations under which certain debt service coverage ratios and control indicators for leverage and credit terms must be complied with. Failure to comply with the agreed credit clauses may lead to restrictions on the distribution of dividends and/or to the early redemption of loans or to the additional payment of shareholders’ equity. Furthermore, pledges of, for example, shares in the company or the assets associated with the service concessions were agreed to secure the project financing. In connection with the project financing concluded for the expansion of the airport in Lima, Fraport AG undertook to secure this financing, while maintaining certain shareholders’ equity/borrowings ratios, by increasing the company's pro rata shareholders' equity by up to €347.6 million. Of this amount, €254.3 million had already been paid in until December 31, 2024.

Furthermore, there are loans with contractually agreed credit clauses. These clauses relate, among other things, to changes in the shareholder structure, and control of the company. If these changes have a proven negative effect on the credit rating of Fraport AG, the creditors have on a case-by-case basis, above a certain threshold, the right to call the loans due ahead of time.

As at the reporting date, all companies were in compliance with the provisions of the financing agreements.

Currency Risk

The international focus of the Fraport Group makes its operating business, the financial results reported, and the cash flows subject to foreign currency fluctuation risks. Within the Group, foreign currency risks mainly arise from revenue in foreign currencies, which are not covered by expenses in matching currencies. This results in a cash flow risk between foreign currency revenue and functional currency revenue. Only the transaction risks affecting cash flows are actively controlled. These mainly apply between the US Dollar (US$) and the Peruvian Nuevo Sol (PEN). To reduce the foreign currency effects in the operating business, the transaction risk is assessed on an ongoing basis and hedged where necessary by using derivative financial instruments. Entering into financial instrument transactions is the responsibility of the Group companies in close coordination with the Treasury department of Fraport AG. The transaction risks are assessed by means of sensitivity analyses. The calculation rates on which the analyses are based are the result of the mean value for the respective exchange rate in the period under review, less or in addition to a standard deviation. Taking these assumptions as a basis with a deviation of 10%, the result for the period would have been affected in the year under review as follows:

In addition, there are effects in the Group from the translation of foreign currency assets or liabilities into euros and/or from the consolidation of Group companies not accounted for in euros. These translational risks are met as far as possible by applying natural hedging.

Interest Rate Risk

The Fraport Group is exposed to interest rate risks on a variety of primary and derivative financial assets and liabilities, as well as future planned capital requirements.

In regard to assets and liabilities that are currently held, the objective of refinancing at matching maturities is generally pursued. The interest rate risk arising in the next twelve months is relevant for control. Therefore, it is assessed every quarter and reported to the financial risk committee. Sensitivity analyses are prepared to determine the risk. These show the effects of changes in market interest rates on interest payments, interest income and expenses, other profit or loss portions, and shareholders’ equity. Interest rate changes are defined to be the maximum fluctuation of the key interest rate in the past for the respective currency and the respective period of time and/or the maximum fluctuation of the ten-year euro swap rate in the past. Here, the deviation in absolute terms is taken into consideration.

To limit the interest rate risks, derivative financial instruments, such as interest rate swaps, floors, and swaptions, are used.

The sensitivity analyses are based on the following assumptions:

• Changes in market interest rates of primary financial instruments with fixed interest rates affect profit or loss, or shareholders’ equity, only if the instruments are measured at fair value. The sensitivity analysis for these financial instruments assumes a parallel shift of the interest rate curve by 169 basis points over a period of twelve months.
• The financial instruments measured at amortized acquisition cost with fixed interest rates do not affect the result for the period or the shareholders’ equity of the Fraport Group.

Market interest rate changes of primary floating-rate financial instruments that are not designated hedged items in a cash flow hedge of interest rate exposures affect the interest result and are therefore included in the calculation of profit or loss related sensitivities. The respective net financial position for each currency is taken into account in the process. The interest rate sensitivity analysis is based on the following assumptions: in €: 4.0 percentage points; US Dollar (US$): 4.5 percentage points; Turkish Lira (TRY): 40 percentage points; Peruvian Nuevo Sol (PEN): 6.0 percentage points; Saudi Riyal (SAR): 4.25 percentage points; Bulgarian Lew (BGN): 5.22 percentage points; Hong Kong Dollar (HKD): 5.25 percentage points; Brazilian Real (BRL): 9.25 percentage points. The individual sensitivities are then aggregated to become one profit or loss related sensitivity in €.

Changes in market interest rates of interest rate derivatives which are not part of a hedging relationship pursuant to IFRS 9 affect the other financial result and are therefore included in the profit or loss related sensitivities. The maximum variability is taken to be a parallel shift of the interest rate curve by 169 basis points over a period of twelve months.

Based on the portfolios and the structure of the consolidated statement of financial position as at December 31, 2024 and the assumptions made, the profit or loss-related sensitivity is €34.5 million in the event of an increase (decrease) in the market interest rate (previous year: €13.3 million). This means that the financial result could hypothetically have increased (decreased) by €34.5 million. This hypothetical effect on the result would have resulted from the potential effects of interest rate derivatives of €0.0 million (previous year: €0.9 million) and an increase (decrease) in the interest result from primary floating-rate net financial positions of €34.5 million (previous year: €14.2 million).

The equity-related sensitivity is €19.2 million (previous year: €32.4 million). By applying the assumptions made, an increase (decrease) in interest rates would have resulted in an increase (decrease) in shareholders’ equity of €19.2 million.

Assuming a parallel shift in the interest rate curve of 79 basis points (previous year: 150 basis points) over a twelve-month period in the current interest rate environment gives the following results-oriented interest sensitivity:

The equity-related sensitivity for 79 basis points (previous year: 150 basis points) is –€9.8 million (previous year: –€3.6 million). By applying the assumptions made, an increase (decrease) in interest rates would have resulted in an increase (decrease) in shareholders’ equity of –€9.8 million.

Capital Management

The Group’s objectives with a view to capital management are ensuring the company’s continued existence and a sustained increase in the company’s value. As a capital market-oriented company with continuing capital expenditure requirements, Fraport monitors the development of its financial debt using ratios that relate EBITDA to net financial debt and/or interest expense and also monitors developments in the various financing markets.

The components of the control indicators are defined as follows:

The financial ratios developed as follows in the period under review:

The two debt ratios are approximately at the level of the previous year, and the EBITDA/interest expense ratio remains within the targeted range. It is expected that the net debt/EBITDA ratio will move back toward the target value of a maximum of five in the future.

On the basis of a financial institution license, Fraport Malta Business Ltd. finances both companies controlled by Fraport AG and joint ventures and associated companies in the Group. There are minimum capital requirements due to regulatory requirements in connection with the existing financial institution license. In particular, with regard to lending to companies in which Fraport AG directly or indirectly only holds a minority interest, special minimum capital requirements in relation to the amount lent complied with by the company as at the balance sheet date are to be observed per loan. The minimum capital requirements were consistently met during fiscal year 2024. Capital management is performed by the company taking account of the regulatory conditions set by the EU and the Maltese financial supervisory authority.

48 Related Party Disclosures

Relationships with Related Parties and the State of Hesse

Alongside the Group companies included in the consolidated financial statements, in the context of the course of ordinary business operations, the Group is also related to parties that are not included as well as associated companies and joint ventures, which are parties related to the Group according to IAS 24. Thus, Fraport AG has numerous business relationships with the State of Hesse and the City of Frankfurt and their majority-owned investments. Due to the shares of 31.31% (2023: 31.31%) held by the State of Hesse and the shares of 20.92% (2023: 20.92%) held by Stadtwerke Frankfurt am Main Holding GmbH, Frankfurt/Main, as well as the consortium agreement concluded between these shareholders on April 18/23, 2001 (last amended on April 17, 2024), Fraport AG is a dependent public-sector company. Stadtwerke Frankfurt am Main Holding GmbH is a 100% subsidiary of the City of Frankfurt/Main, such that the voting rights share of Stadtwerke Frankfurt am Main Holding GmbH is attributable to the City of Frankfurt/Main. Related companies and authorities with which major business relationships are maintained include Mainova AG and its subsidiaries.

All transactions with related parties have been concluded under conditions customary in the market as with unrelated third parties. The services rendered to authorities are generally based on cost prices. The following table shows the scope of the respective business relationships:

Regarding contingent liabilities and other financial obligations to joint ventures, please refer to note 45 and note 46. Some of the loan receivables from Group companies are collateralized.

Relationships with Related Persons

The Executive Board, Supervisory Board, and their family members are defined as related persons pursuant to IAS 24.

Remuneration for management in key positions in accordance with IAS 24 comprises the remuneration of the active Executive Board and Supervisory Board.

These were compensated as follows:

Information regarding salaries and other short-term employee benefits for employee representatives on the Supervisory Board exclusively includes remuneration for their Supervisory Board activities. In addition, they receive remuneration customary for the market in the context of their work as employees.

Post-employment benefits include service costs from pension provisions for the active members of the Executive Board.

The statement of share-based remuneration includes the granted amount for the Performance Share Plan (PSP) awarded in the fiscal year 2024 (see also note 54).

At the end of the fiscal year, there were outstanding balances for the Executive Board members’ bonuses amounting to €2.5 million (previous year: €2.9 million).

An existing contract with a former Executive Board member for the provision of consulting services expired in 2024. The contract volume in the reporting year amounted to less than €0.1 million. The contract was concluded at market conditions.

49 Operating Permit and Service Concession Agreements

The following Group companies in the Fraport Group have been granted service concessions or similar permits, which give the public access to important economic and social facilities:

Fraport AG

In agreement with the German Federal Minister of Transport, the Minister of Labor, Economics, and Transport for the State of Hesse approved operations at Frankfurt Main Airport in accordance with Section 7 as amended on August 21, 1936, of the German Air Traffic Act on December 20, 1957. This permit does not expire at any specific time and was last amended by the decision of October 29, 2012 based on the outcome of the planning approval notice for the expansion of the airport, in particular regarding Runway Northwest, taking into account the relevant ruling of the German Federal Administrative High Court.

The right to operate the airport is linked to various obligations that are specified in the permit. According to this, Fraport AG is required, among other things, to keep the airport in good operating condition at all times, to provide and maintain the equipment and signs needed to monitor and control air traffic at the airport, and to guarantee the availability of fire prevention and protection systems that take account of the special operating conditions. The restrictions on night flight traffic that were initially imposed in 1971 and subsequently updated have been tightened by the aforementioned amendment and extension to the permit. Also daytime operational restrictions on aircraft for civil aviation purposes at Frankfurt Main Airport that do not comply with the International Civil Aviation Organization (ICAO) noise protection regulations have been further tightened. Furthermore, there are statutory requirements for passive noise abatement and outdoor living area compensation as a result of the construction work for the airport expansion around Runway Northwest.

The company charges airlines that fly to Frankfurt Airport what are known as “traffic charges” for provision of the transport infrastructure. These traffic charges are broken down into airport charges that require approval and other charges that do not require approval.

• The airport charges that require approval according to Section 19b of the German Air Traffic Law (LuftVG) are divided into takeoff and landing charges, including noise components and emission charges, parking charges, and passenger and security charges, as well as charges for the financing of passive noise abatement measures (noise surcharges) as of July 1, 2012. The responsible approving authority for Frankfurt Airport is the Hessian Ministry of Economics, Energy, Transport and Housing (HMWEVW). The amount of the charges is specified in a related charge table and is published in the Air Transport Bulletin (NfL).
• Effective January 1, 2024, airport charges were increased on average by 9.5%. In addition, the noise assessment bases were redefined in the 2024 schedule of charges, louder noise categories were clearly burdened, and further incentives for quieter flying were created. The 2024 schedule of charges also includes the “FRA 2024 Incentive Program” for airlines, aimed at promoting traffic growth at Frankfurt Airport.
• On January 1, 2025, a new charge table entered into effect, which provides for an average increase in airport charges of 5.7%. Additionally, an agreement on charges for the years 2026 through 2028 was reached with the airlines at Frankfurt Airport, which provides for further adjustments to charges as well as a growth-oriented intercontinental incentive program aimed at strengthening the hub functionality.
• Airport charges accounted for 36.29% (previous year: 35.21%) of Fraport AG’s revenue in the year under review.
• The remaining charges not subject to approval are classified as charges for central ground service infrastructure facilities and ground service charges. In accordance with EU regulations, ground services on the apron were opened up to competition on November 1, 1999 (opened up in practice on April 15, 2000), by issuing a permit to another third-party ground handling company along with Fraport AG. The services in the area of central ground service infrastructure facilities continue to be excluded from competition (monopoly sector) and are completely segregated from the ground services when they are offset with the airlines. Of Fraport AG’s revenue in 2024, 13.30% was generated by ground services (previous year: 14.83%) and 13.95% by infrastructure charges (previous year: 13.57%).

Above and beyond the traffic charges, Fraport AG generates revenue essentially from revenue-based payments, renting and parking, and security services. The proceeds from these operations which do not require approval accounted for 36.46% (previous year: 36.39%) of Fraport AG’s entire revenue in the year under review.

Fraport Twin Star Airport Management AD

Fraport Twin Star Airport Management AD (operator) and the Republic of Bulgaria (grantor), represented by its Minister of Transport, signed a concession agreement on September 10, 2006, for the operation and management of the Bulgarian airports in Varna and Burgas on the Black Sea. On October 18, 2022, it was decided to extend the concession by five years until November 2046. The extension is accompanied by an additional investment obligation of €10 million.

According to the concession agreement, the operator is obligated to render various airport services and to improve services in line with international standards, national laws, and the provisions stipulated in the concession agreement. Moreover, the operator has capital expenditure obligations of unspecified amounts for the expansion and a capacity increase of the airports in Varna and Burgas and to maintain the assets ceded for use. In addition, the operator pays an annual concession fee of 19.2% of total revenue, at least 19.2% of BGN57 million (€29.1 million), adjusted for the development of the national inflation rate, to the grantor.

The operator paid an additional non-recurring concession fee in the amount of €3.0 million to the grantor after the agreement was signed. In return, the operator receives the right to use the existing and future infrastructure for airport operations and the right to generate revenues, in particular through airport charges (passenger, landing, and parking fees), and for ground handling services. Airport charges are regulated by the grantor.

The term of the concession agreement began on November 10, 2006 and will be 40 years after the extension decided in 2022. There are no further options for extension.

Contract performance guarantees must be granted to the grantor depending on the phase of the project (also see note 45).

At the end of the concession term, the infrastructure pursuant to the contract that is essential for airport operations must be returned to the grantor in proper operating condition without receiving any consideration in return.

Lima Airport Partners S.R.L. (LAP)

On February 14, 2001, LAP (operator) and the Peruvian government (grantor) signed the concession agreement for Jorge Chavez International Airport on the operation, expansion, maintenance, and use of the Jorge Chavez International Airport in Lima (Peru).

The term of the concession agreement was extended in 2017 from 30 to 40 years, until 2041. There is also an option to extend it by an additional ten-year period, to end in 2051. By concluding the amendments, the land required for the airport expansion was handed over to the company, and in return it is obliged to invest in the airport infrastructure. As part of the expansion project, the construction measures for the for airside expansion of the airport have now been completed. As part of the expansion project, construction work for the airside expansion of the airport has been completed. The second runway and the air traffic control tower started operations in April 2023. Construction of the new passenger terminal is also largely complete. The inauguration is scheduled for the end of March 2025. Due to the size and complexity of the project, various risks continue to be associated with the expansion program. For further details, please refer to the opportunity and risk reporting in the combined management report. Due to the size and complexity of the project, various risks are still associated with the expansion program. For further details, please refer to the opportunity and risk reporting in the combined management report.

In addition to the capital expenditure, the company has additional obligations in connection with the operation and maintenance of airport infrastructure.

The operator is obligated to pay concession fees. The concession fee is the higher of two amounts: either the contractually fixed minimum payment (basic payment of US$15 million per year, adjusted by US CPI) or 46.511% of total revenue after deduction and transfer to Corpac (Aviation Regulatory Authority) of 50% of landing charges and 20% of the international passenger charges (TUUA). In addition, a regulatory charge of 1% of the same assessment basis is payable. In return, the operator receives the right to use the existing and future infrastructure for airport operations and the right to generate revenue, in particular through airport charges (passenger, landing, and parking fees), and for ground handling and other services. Airport charges are regulated by the grantor.

Contract performance guarantees must be granted to the grantor depending on the phase of the project (also see note 45).

At the end of the contract term, the infrastructure pursuant to the contract that is essential for airport operations must be returned to the grantor by the operator in the contractually defined operational condition. The operator has the right to have the residual carrying amount of said infrastructure reimbursed by the grantor for a limited period of time. This does not apply if the concession agreement is terminated early.

Fraport Regional Airports of Greece

The two concession agreements, each for the operation of seven Greek regional airports, were signed between Fraport AG and its Greek consortium partner with the Hellenic Republic Asset Development Fund (HRADF) on December 14, 2015. After fulfilling all conditions precedent, the take-over of the operating business of the 14 Greek regional airports took place on April 11, 2017. The initial term of each concession agreement is 40 years. At the end of the 40-year concession term, the term can be extended once for a further 10 years by mutual agreement.

In return for the right to operate the Greek airports, an initial one-time fee of €1,234 million was paid. Initial annual minimum concession payments of €11.3 million per annum for Fraport Greece A and €11.6 million per annum for Fraport Greece B were agreed over the term of the concessions. The minimum concession payments will be adjusted for inflation. In addition, from the beginning of the concession an additional levy of approximately €1 per departing passenger is payable to the grantor for the entire term. According to the concession agreement, from 2021 a variable concession fee of 28.2% of the EBITDA of Fraport Greece A and 28.9% of the EBITDA of Fraport Greece B will also be charged.

Furthermore, the consortium partners are obliged to invest in measures to upgrade and expand the airport infrastructure. The construction work was completed in April 2021, as agreed in the concession agreement. In addition, additional capital expenditure for the maintenance of the airports and transport-related capacity expansions will be made in subsequent years.

In return, the operator is entitled to charge fees for its services, in particular state-regulated airport charges (passenger, landing, and parking fees) as well as other non-regulated levies related to air traffic and other services.

Contract performance guarantees must be granted to the grantor depending on the phase of the project (also see note 45).

At the end of the concession term, the operator must return the airports to the grantor, including any capital expenditures made, in a defined and proper operating condition. There will be no consideration given in return.

Fraport Brasil Aeroporto de Fortaleza and Fraport Brasil Aeroporto de Porto Alegre

The Fraport Group and the Brazilian Government signed concession agreements on July 28, 2017 for the operation and further development of the Brazilian airports of Fortaleza and Porto Alegre. After paying the initial one-off fees, adjusted for inflation, of BRL291.8 million (€73.5 million) for Porto Alegre and BRL426.9 million (€107.5 million) for Fortaleza as well as fulfilling other conditions precedent, the term of the concession agreements of 30 years for Fortaleza Airport and of 25 years for Porto Alegre Airport started at the end of August 2017. In addition, a one-off extension for a further five years is possible under certain conditions. The Fraport Group took over operations of both airports on January 2, 2018.

In addition to the paid initial concession fees, additional acquisition costs of approximately €54.2 million were incurred by the Fraport Group within the scope of acquiring the concession.

In addition to the aforementioned payments, additional fixed minimum concession payments plus inflation-related adjustments in the initial amount of BRL9.4 million for Fortaleza Airport must be made from 2023. For Porto Alegre Airport, an agreement was reached with the authorities in the 2022 fiscal year for the early payment of the entire fixed minimum concession payments in the amount of BRL37.6 million (around €6.7 million). The payment was already made in December 2022. Also, a variable concession payment of 5% of revenue is payable annually. To compensate for the effects related to the coronavirus pandemic, an agreement with the relevant authorities was once again reached for the 2024 fiscal year for Fortaleza Airport. For further explanation, see note 7. The existing reimbursement claims will also be offset against variable and fixed concession payments due in subsequent years, as well as a temporary increase in airport charges.

In addition, the concession agreements stipulate investment obligations for the modernization and expansion of the current airport infrastructure as well as construction of new airport infrastructure. The major infrastructure measures planned at both airports were completed with the inauguration of the extended runway in Porto Alegre in the second quarter of 2022. In May 2024, Porto Alegre Airport was affected by severe flooding in the state, which led to a roughly six-month suspension of flight operations and caused significant damage to infrastructure. After a restricted reopening in October, Porto Alegre Airport resumed full operations in December 2024 following the completion of the main repair and restoration works.

The companies also laid out other contractually defined standards and obligations relating to the operation, availability, use, and maintenance of the airports.

Contract performance guarantees must be granted to the grantor depending on the phase of the project (also see note 45).

In return for the right to operate the two airports, the operator is entitled to charge fees for its services, in particular state-regulated airport charges (passenger, landing and parking fees) as well as other non-regulated levies related to air traffic and other services.

At the end of the concession term, the operator must return the airport infrastructure to the grantor in a condition that guarantees the proper continued operation of the airports. There will be no consideration given in return.

50 Events after the Balance Sheet Date

There were no significant events after the balance sheet date for the Fraport Group.

51 Exemption Pursuant to Section 264 (3) of the HGB

The following German subsidiaries fully claim the exemptions under Section 264 (3) of the HGB for the 2024 fiscal year:

• AirIT Services GmbH
• Airport Assekuranz Vermittlungs-GmbH
• Airport Cater Service GmbH
• Fraport Ausbau Süd GmbH
• Fraport Brasil Holding GmbH
• Fraport Casa GmbH
• Fraport Passenger Services GmbH
• FraSec Fraport Security Services GmbH
• FraSec Services GmbH
• FRA - Vorfeldkontrolle GmbH

The following German subsidiaries and sub-subsidiaries claim the exemptions under Section 264 (3) of the HGB for the 2024 fiscal year regarding the provisions of the First Subsection (annual financial statements of the corporation and management report) and the Fourth Subsection (disclosure):

• Fraport Facility Services GmbH
• Fraport Ground Services GmbH
• FraSec Flughafensicherheit GmbH

52 Information on Investments Pursuant to the German Securities Trading Act (WpHG)

In fiscal year 2024, Fraport AG received the following notifications pursuant to Section 33 and Section 34 WpHG:

First Maven Pty Ltd., Melbourne, Australia, notified on April 2, 2024 pursuant to Sections 33 and 34 of the WpHG that its voting rights share in Fraport AG Frankfurt Airport Services Worldwide, Frankfurt/Main, Federal Republic of Germany, exceeded the threshold of 5% of the voting rights on March 26, 2024 and amounted to 5.06% on that day (corresponding to 4,677,749 voting rights).

Lazard Asset Management LLC, Wilmington, USA, notified on November 7, 2024 pursuant to Sections 33 and 34 of the WpHG that its voting rights share in Fraport AG Frankfurt Airport Services Worldwide, Frankfurt/Main, Federal Republic of Germany, exceeded the 3% voting rights threshold on November 5, 2024 and amounted to 3.07% on that day (corresponding to 2,837,409 voting rights).

ClearBridge Investments Limited, Sydney, Australia, notified on December 24, 2024 pursuant to Sections 33 and 34 of the WpHG that its voting rights share in Fraport AG Frankfurt Airport Services Worldwide, Frankfurt/Main, Federal Republic of Germany, exceeded the 3% threshold on December 20, 2024 and amounted to 3.02% on that day (corresponding to 2,793,596 voting rights).

As at December 31, 2024, the shareholder structure of Fraport AG was as follows:

The combined voting rights of the State of Hesse and Stadtwerke Frankfurt am Main Holding GmbH in Fraport AG pursuant to Section 34 (2) of the WpHG amounted to 52.23% as at December 31, 2024. Of this, the State of Hesse held 31.31% and Stadtwerke Frankfurt am Main Holding GmbH 20.92%.

The voting rights in Fraport AG owned by the City of Frankfurt/Main are held indirectly via the Stadtwerke Frankfurt am Main Holding GmbH subsidiary.

According to the last official report in accordance with the WpHG or disclosures by individual shareholders, the other voting rights in Fraport AG were attributable as follows (as at December 31, 2024 in each case): Deutsche Lufthansa AG 8.44% (notification dated June 25, 2010), First Maven Pty Ltd. 5.06%, ATLAS Infrastructure Partners Ltd. 3.08% (notification dated February 3, 2023), Lazard Asset Management LLC 3.07%, and ClearBridge Investments Limited 3.02%. The relative ownership interests were adjusted to the current total number of shares as at the balance sheet date and may therefore differ from the figures given at the time of reporting or from the respective shareholders’ own disclosures.

There are no reports for the remaining 25.10% (free float).

53 Statement Issued by the Executive Board and the Supervisory Board of Fraport AG Pursuant to Section 161 of the AktG

On December 13, 2024, the Executive Board and the Supervisory Board of Fraport AG issued the Statement of Compliance with the German Corporate Governance Code pursuant to Section 161 of the AktG and made it available to the public on a permanent basis on the company website www.fraport.com/corporategovernance.

54 Information Concerning the Executive Board, Supervisory Board, and Economic Advisory Board

Remuneration of the Executive Board and Supervisory Board in fiscal year 2024

The essential features of the remuneration system, and the information on the individualized remuneration of the Executive Board and the Supervisory Board, are shown in the remuneration report.

In addition to the service costs for pensions of €774.4 thousand (previous year: €775.3 thousand) the total remuneration of the Executive Board composed as follows:

The non-performance-related components include the fixed remuneration and ancillary benefits of the respective members of the Executive Board. The performance-related components included the bonus granted (addition to the bonus provision in 2024) and the 2024 PSP tranche allocated at the time of the award. The column “components with long-term incentive effect” includes the 2024 PSP tranche.

The expense recognized for PSP includes the additions to the provisions for all PSP tranches not yet disbursed to the active members of the Management Board.

In addition, expenses from the allocation to provisions for the 2021 and 2022 PSP tranches not yet paid out to former Executive Board member Michael Müller (who left on September 30, 2022) were recognized in the amount of €132.6 thousand (previous year: €126.7 thousand).

All active members of the Supervisory Board received total remuneration of €1,515.5 thousand in the 2024 fiscal year (previous year: €1,321.4 thousand).

No loans or advances were granted to members of the Executive Board or the Supervisory Board in the fiscal year.

Former Executive Board members and their surviving dependents received €1,919 thousand (previous year: €1,856 thousand). The pension obligations towards active members of the Executive Board as at the balance sheet date were €11,430 thousand (previous year: €10,605 thousand) and towards former Executive Board members and their surviving dependents €22,475 thousand (previous year: €23,764 thousand).

The information concerning the members of the Executive Board and Supervisory Board is presented in note 55 and note 56.

Remuneration of the Economic Advisory Board in fiscal year 2024

In the 2024 fiscal year, aggregate remuneration of the Economic Advisory Board amounted to €132.8 thousand (previous year: €99.9 thousand).

Notifications Pursuant to Article 19 of the Market Abuse Regulation (MAR)

Pursuant to Article 19 of the MAR, members of the Executive Board and Supervisory Board of Fraport AG are required to disclose transactions with shares of Fraport AG or any related financial instruments to the company and the German Federal Financial Supervisory Authority (BaFin) within three business days. This also applies to persons who are closely related to members of the Executive Board and Supervisory Board as defined in Article 19 of the MAR. These transactions have been published by Fraport AG in accordance with the deadlines under Article 19 of the MAR.

55 Executive Board

56 Supervisory Board

57 Disclosures of Shareholding According to Section 313 (2) of the HGB

Frankfurt/Main, March 11, 2025

Fraport AG

Frankfurt Airport Services Worldwide

The Executive Board

Dr. Stefan Schulte, Anke Giesen, Julia Kranenberg, Dr. Pierre Dominique Prümm, Prof. Dr. Matthias Zieschang