Disclosures on Corporate Management Practices

Beyond the statutory provisions, Fraport applies the following corporate management practices:

Structure and Functioning of the Executive Board and Supervisory Board

For Fraport, a responsible and transparent corporate governance and monitoring framework is the cornerstone for creating value and trust. In accordance with the statutory provisions, Fraport AG is subject to a “dual governance system,” which is achieved by the strict separation of personnel in the management and monitoring bodies (two-tier board). The Executive Board manages Fraport AG, and the Supervisory Board monitors the Executive Board. The members of the Executive Board and the Supervisory Board work closely together in the interests of the company.

Executive Board

As the management body, the Executive Board conducts the business of the company. It is bound by the company’s interests and corporate sociopolitical principles within the framework of stock corporation law. In addition, its work is based on the “Executive Board rules of procedure,” which have been approved by the Supervisory Board. The schedule of responsibilities for the Executive Board, which governs the allocation of responsibilities, is also attached to these rules of procedure as an annex.

The Executive Board develops the strategic direction of the company, harmonizes it with the Supervisory Board, and ensures its implementation. In accordance with the rules of procedure for the Executive Board, decisions on fundamental issues concerning the organization, business policies, and capital expenditure and financial planning of the company are assigned to the entire Executive Board.

The Executive Board reports to the Supervisory Board on all relevant matters of business development, corporate strategy, and possible risks in a regular, timely, and comprehensive manner. The Executive Board must have the prior approval of the Supervisory Board for certain material matters, particularly for capital expenditure and equity investment measures above a value of €10 million, to the extent that this is not provided for in a business plan approved by the Supervisory Board.

The Executive Board of Fraport AG is currently made up of the following five members: Dr. Stefan Schulte (Chairman), Anke Giesen, Julia Kranenberg, Dr. Pierre Dominique Prümm, and Prof. Matthias Zieschang.

CVs of the members of the Executive Board with information on their areas of responsibility, their many years of experience within and outside the Fraport Group, and their academic background and qualifications are also available on the company’s website at https://www.fraport.com/en/our-group/about-us/executive-board.html. All members of the Executive Board have extensive experience and expertise in the areas of corporate strategy and corporate policy.

The length of the appointment of the Executive Board members is geared toward the long term and is five years as a standard. In deviation from this standard, the Supervisory Board in 2021 extended the appointment of Prof. Zieschang as a member of the Executive Board for a further three years and ten months until January 31, 2026, and in 2022 extended the appointment of Ms. Giesen for a further three years with effect from January 1, 2023. Furthermore, in its meeting on September 15, 2023, the Supervisory Board decided to extend the appointment of Dr. Schulte as a member of the Executive Board with effect from September 1, 2024 for an additional three years until August 31, 2027. The current appointment of Dr. Prümm will continue until June 30, 2029.

Ms. Kranenberg was initially appointed as a member of the Executive Board for a term of three years when she was first appointed in 2022 in accordance with recommendation B.3 of the GCGC. At its meeting on December 13, 2024, the Supervisory Board resolved to appoint Ms. Kranenberg to the Executive Board for a further five years with effect from November 1, 2025. Ms. Kranenberg’s appointment thus ends on November 1, 2030.

In accordance with Section 84(1) sentence 3 of the AktG, the aforementioned reappointments did not take place before one year of the members’ respective terms of office had passed.

The age limit for members of the Executive Board has, in principle, been set at 65 by the Supervisory Board. In the case of Dr. Schulte, the Supervisory Board had dealt in-depth with the age limit in its meeting on September 15, 2023 and decided, as an exception, to deviate from the fundamentally set age limit of 65 years in the (re)appointment of Dr. Schulte until August 31, 2027. Reasons for the (re)appointment of Dr. Schulte until August 31, 2027 and the deviation from the fundamentally set age limit of 65 years as an exception were the continuing expansions in Frankfurt, Lima, and Antalya for which the Supervisory Board regarded continuity in the office of the Chairman of the Executive Board due to Dr. Schulte’s many years of experience and his many years of departmental responsibility for these projects until 2027 as important and in the interests of the company.

At its meeting on March 14, 2025, the Supervisory Board resolved to reappoint Prof. Dr. Zieschang as a member of the Executive Board for a further two years and seven months, i.e. until August 31, 2028, with effect from February 1, 2026. From the Supervisory Board's point of view, the reasons for this were the goal of continuing the high level of investment in a positive free cash flow, resuming dividend payments and driving forward the reduction of debt, which has risen sharply as a result of the COVID-19 pandemic. In the view of the Supervisory Board, Prof. Dr. Zieschang's many years of experience are of great value for the financial stability of Fraport AG and the Fraport Group. In view of the current economic uncertainties and challenges with regard to the implementation of the new Group strategy Fraport.2030 it is of crucial importance for the Supervisory Board to ensure continuity and stability for the Executive Board member responsible for controlling and finance. In the case of the (re)appointment of Prof. Dr. Zieschang, there will therefore be an exceptional deviation from the generally stipulated age limit of 65 years. The Supervisory Board also adheres to the age limit of 65 years that has been set in principle.

Remuneration of the Executive Board comprises fixed and performance-related components. The Remuneration Report for the 2024 fiscal year, the auditor’s report as per Section 162 of the AktG, and the applicable remuneration system for the Executive Board are published at https://www.fraport.com/en/investors/publications-events.html.

The Executive Board generally meets once a week and constitutes a quorum if at least half of its members attend the meeting. It passes resolutions by a simple majority of the votes cast by the members of the Executive Board participating in the resolution. In the event of a tie, the Chairman has the casting vote.

Further information on the members of the Executive Board as well as their memberships to be disclosed in accordance with Section 285(10) of the HGB and information on the respective responsibilities can be found in note 55 of the Group Notes as part of the 2024 Annual Report.

Supervisory Board

The Supervisory Board of Fraport AG supervises the activities of the Executive Board. It is composed of an equal number of shareholder and employee representatives and comprises 20 members as provided for in the company statutes. The ten shareholder representatives are elected by the Annual General Meeting, and the ten employee representatives are elected by the employees in accordance with the German Co-Determination Act (MitbestG) for five years. The Supervisory Board has created rules of procedure, under which it has a quorum if – on the basis of a proper notice of meeting – at least half of its members participate in the voting in person or through submission of written votes. Resolutions are adopted with a simple majority unless otherwise mandated by law. In the event of a tied vote, the Chairman of the Supervisory Board, who must be a shareholder representative, shall be entitled to a second vote. Beyond this, the rules of procedure provide for, in particular, the creation and powers of committees of the Supervisory Board.

The Supervisory Board is informed by the Executive Board about all issues relevant to the company, in particular matters concerning strategy, planning, business development, the risk situation, risk management, and compliance, in a regular, timely, and comprehensive manner. In the event of any deviations in the business development from the established plans and agreed targets, these are explained to the Supervisory Board by the Executive Board, stating the reasons for the deviations. The Supervisory Board may request additional information from the Executive Board at any time.

Apart from the cases prescribed by law and those specified in the rules of procedure of the Executive Board, the Executive Board requires the approval of the Supervisory Board in accordance with the company statutes for transactions and measures that substantially change the corporate structure or the corporate strategy or that lead to a substantial change in the company’s development.

As a rule, the Supervisory Board meets four times a year. In 2024, the Supervisory Board held five meetings, one of which was a strategy meeting. The Supervisory Board meetings in 2024 were all held in-person, while individual members had the option of participating virtually. In 2024, the Supervisory Board also met without the Executive Board.

The Supervisory Board regularly conducts a self-assessment of the effectiveness of its activities and those of its committees. The efficiency review is typically carried out alternately in a structured process with the help of external consultants and through self-assessment. In 2024, the self-assessment of the Supervisory Board took place through a structured survey using a questionnaire, the results of which were thoroughly discussed in the Supervisory Board meeting on December 13, 2024.

The Supervisory Board explains its activities in the past fiscal year on an annual basis in the Supervisory Board report. The Supervisory Board report for the 2024 fiscal year can be found under “To Our Shareholders” in the 2024 Fraport Annual Report. The Remuneration Report for the 2024 fiscal year, the auditor’s report as per Section 162 of the AktG, the applicable remuneration system for the Executive Board, and the most recent remuneration resolution as per Section 113(3) of the AktG are published at https://www.fraport.com/en/investors/publications-events.html.

At the time of publication of this combined statement on corporate governance, the Supervisory Board was composed as follows:

Further information on the members of the Supervisory Board as well as their memberships to be disclosed in accordance with Section 285(10) of the HGB can be found in note 56 of the Group Notes as part of the 2024 Fraport Annual Report. CVs of the members of the Supervisory Board are available on the company’s website under Supervisory Board and Economic Advisory Board.