This document is a convenience translation of the German original. between the English and German versions, the German version shall prevail.

Fraport AG

Frankfurt Airport Services Worldwide

Frankfurt am Main

ISIN DE0005773303

Invitation to the Annual General Meeting

We hereby cordially invite the shareholders of our Company to the Annual General Meeting of Fraport AG, to be held at 10:00 a.m. CEST on Tuesday, May 28, 2024, at the Congress Center of the Sheraton Frankfurt Airport Hotel & Conference Center, Hugo-Eckener-Ring 15, 60549 Frankfurt am Main, Germany, as an in-person event.

  1. Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the combined management report of the Company and the Group for the 2023 financial year, the report of the Supervisory Board and the explanatory report of the Executive Board on the information stipulated in Section 289a and Section 315a of the German Commercial Code (HGB)

On March 15, 2024, the Supervisory Board approved the annual financial statements and consolidated financial statements drawn up by the Executive Board in accordance with Section 172 of the German Stock Corporation Act (AktG) and thus adopted the annual financial statements. Therefore no resolution is required from the Annual General Meeting on this Agenda Item 1.

The documents regarding Agenda Item 1 can be viewed on the Internet at www.fraport.com/annualgeneralmeeting and will also be accessible during the Annual General Meeting.

  1. Resolution on the appropriation of the net retained profits for the 2023 fiscal year
    In the past fiscal year, Fraport AG succeeded in generating a positive annual profit. Following a detailed assessment, the Executive Board of Fraport AG has proposed to transfer the entire retained earnings for the 2023 fiscal year to other revenue reserves in consideration of the fact that Fraport AG, as an airport operator, was particularly affected by the consequences of the COVID-19 pandemic and at the same time continues to invest heavily in the expansion of capacities. After careful consideration, the Supervisory Board agreed with this proposal.
    The Executive Board and the Supervisory Board propose that the net retained profits of Fraport AG for the 2023 fiscal year totaling €164,600,000.00 be fully allocated to other revenue reserves.
  2. Resolution on the formal approval of the actions of the Executive Board for the 2023 fiscal year
    The Executive Board and the Supervisory Board propose granting ratification of the actions of the members of the Executive Board in office during the 2023 financial year for this period. It is intended to have the Annual General Meeting decide on the ratification of the actions of the members of the Executive Board by way of an individual vote.
    The following members of the Executive Board in office in the 2023 fiscal year are up for approval:
    1. Dr. Stefan Schulte (Chair of the Executive Board)
    2. Anke Giesen
    3. Julia Kranenberg
    4. Dr. Pierre Dominique Prümm
    5. Professor Matthias Zieschang
  4. Resolution on the formal approval of the actions of the Supervisory Board for the 2023 fiscal year
    The Executive Board and the Supervisory Board propose granting ratification of the actions of the members of the Supervisory Board in office during the 2023 financial year for this period. It is intended to have the Annual General Meeting decide on the ratification of the actions of the members of the Supervisory Board by way of an individual vote.

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The following members of the Supervisory Board in office in the 2023 fiscal year are up for approval:

  1. Michael Boddenberg (Chair of the Supervisory Board)
  2. Mathias Venema (Vice Chair of the Supervisory Board)
  3. Devrim Arslan
  4. Karina Becker-Lienemann (since May 23, 2023)
  5. Dr. Bastian Bergerhoff
  6. Hakan Bölükmese
  7. Ines Born (until May 23, 2023 and since August 4, 2023)
  8. Hakan Cicek (until May 23, 2023)
  9. Kathrin Dahnke (since May 23, 2023)
  10. Peter Feldmann (until May 23, 2023)
  11. Peter Gerber (until January 31, 2023)
  12. Dr. Margarete Haase
  13. Harry Hohmeister (since May 23, 2023)
  14. Mike Josef (since May 23, 2023)
  15. Frank-PeterKaufmann
  16. Sidar Kaya (since May 23, 2023)
  17. Dr. Ulrich Kipper (until May 23, 2023)
  18. Lothar Klemm
  19. Karin Knappe
  20. Felix Kreutel (since May 23, 2023)
  21. Ramona Lindner (until May 23, 2023)

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    1. Michael Odenwald (until May 23, 2023)
    2. Matthias Pöschko
    3. Qadeer Rana (until January 4, 2023)
    4. Sonja Wärntges
    5. Professor Katja Windt
    6. Özgür Yalcinkaya (since May 23, 2023)
  2. Appointment of the auditor of the annual financial statements and the consolidated financial statements for the 2024 financial year
    On the recommendation of its Finance and Audit Committee, the Supervisory Board proposes
    that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the annual and consolidated financial statements for the 2024 fiscal year.
    In accordance with the third subparagraph of Article 16(2) of the EU Audit Regulation, the Finance and Audit Committee of the Supervisory Board has declared that its recommendations are free from undue influence by third parties and that no restriction has been imposed on it with regard to the selection of a particular statutory auditor or audit firm (Article 16(6) of the EU Audit Regulation).
  3. Resolution on approval of the remuneration system for the Executive Board members
    In accordance with Section 120a(1) AktG, the Annual General Meeting of a listed company must pass a resolution on the approval of the remuneration system for the Executive Board members submitted by the Supervisory Board at least every four years and in the event of any material changes. The Annual General Meeting of Fraport AG last passed such a resolution on May 26, 2020, so a new resolution is required in accordance with the regular interval. As part of the regular submission of the remuneration system to the 2024 Annual General Meeting, the Supervisory Board reviewed the remuneration system for Executive Board members.
    As the remuneration system for the members of the Executive Board has proven its worth in recent years, even in times of great challenge, the Supervisory Board did not believe that any fundamental adjustments were necessary, only selective changes. The adjustments to the revised Executive Board remuneration system mainly relate to the following aspects: In the

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remuneration system for the members of the Executive Board of Fraport AG adopted by the Supervisory Board at its meeting on March 15, 2024, with effect from January 1, 2025, changes were made in particular to the performance criteria for measuring the long-term variable remuneration component with the aim of further promoting Fraport AG's sustainability strategy. For the long-termperformance-based remuneration (performance share plan), the previous performance criteria for this were expanded to include measurable and strategy- derived sustainability targets and the maximum target achievement of the performance criteria under the performance share plan was raised to 180 percent and, accordingly, the maximum payment amount per tranche was also raised to a standard market cap of 180 percent of the individual target amount. The option of taking sustainability targets into account in the short- term performance-related remuneration (bonus) as part of the modifiers remains in place. Furthermore, for reasons of flexibility, newly appointed members of the Executive Board are to be given the choice between a pension commitment or a pension payment in cash for their own provision under the adjusted Executive Board remuneration system.

Based on the recommendation of its Executive Committee, the Supervisory Board proposes the approval of the remuneration system for the Executive Board members of Fraport AG adopted by the Supervisory Board on March 15, 2024.

The remuneration system in the version adopted by the Supervisory Board on March 15, 2024

- including an overview of the main changes - is printed after the Agenda in Section II. "Remuneration system for the Executive Board members of Fraport AG" and will be available on our website at www.fraport.com/annualgeneralmeeting from the time the Annual General Meeting is convened. The remuneration system will also be displayed at the Annual General Meeting.

7. Resolution on the approval of the remuneration report for the 2023 financial year

The executive boards and supervisory boards of listed companies must prepare a remuneration report in accordance with Section 162 AktG and submit it to the annual general meeting for approval in accordance with Section 120a(4) AktG each year. To implement these regulations, the Executive Board and Supervisory Board have prepared a report on the remuneration granted and owed to each individual current or past member of the Executive Board and Supervisory Board in the 2023 financial year. In accordance with Section 162(3) AktG, the remuneration report has been checked by the statutory auditor of Fraport AG as to whether the disclosures stipulated under Section 162(1 and 2) AktG have been made. The statutory auditor has also audited the content of the report. The opinion on the audit of the remuneration report is enclosed with the remuneration report.

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The Executive Board and Supervisory Board propose that the remuneration report of Fraport AG for the 2023 financial year be approved.

The remuneration report for the 2023 financial year and the opinion on the audit thereof by the statutory auditor are printed after the agenda items under "III. Remuneration Report for the 2023 Financial Year" and are accessible via the Company's website at www.fraport.com/annualgeneralmeeting. The Remuneration Report will also be available at the Annual General Meeting.

8. Resolution on an amendment to Section 15(2) sentence 4 of the Articles of Association

The Financing for the Future Act (ZuFinG) amended Section 123(4) sentence 2 AktG to the effect that evidence of share ownership for entitlement to participate in the Annual General Meeting must relate to the close of business on the 22nd day prior to the Annual General Meeting instead of the beginning of the 21st day prior to the Annual General Meeting, as was previously the case. The amendment to the law was made solely to align with the definition of the record date pursuant to Article 1(7) of Commission Implementing Regulation (EU) 2018/1212 of September 3, 2018, setting out minimum requirements for implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholder rights. This does not involve a significant change to the deadline.

To align with the amended wording of the law, Section 15(2) sentence 4 of the Articles of Association is to be amended.

The Executive Board and the Supervisory Board propose the following resolutions:

Section 15(2) sentence 4 of the Articles of Association of the Company shall be revised as follows:

"The attestation must relate to the date stipulated for this purpose in the German Stock Corporation Act."

****

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  1. Remuneration System for the Executive Board Members of Fraport
    AG

(re: Agenda Item 6)

1. Principles of the remuneration system

The remuneration system for the Executive Board members is a key factor in the implementation of the corporate strategy and in promoting the long-term development of Fraport AG. The amount of remuneration is linked to the achievement of key Group targets - in particular sustainable growth in Frankfurt and internationally as well as increasing profitability and competitiveness. In addition to key figures of financial development, Fraport AG uses non-financial performance indicators that are also crucial to long-term corporate success. Through the associated incentives, the interests of the Executive Board are aligned with those of shareholders, employees, customers, and the other stakeholders in order to foster successful corporate development.

Furthermore, the remuneration system pursues the aim of remunerating the Executive Board members appropriately in line with their performance and their respective area of activity and responsibility. The Supervisory Board was keen to achieve consistency between this remuneration system and that of senior management. This ensures that all decision-makers pursue the same aims and consistently contribute to the ongoing strategic development of Fraport AG. The remuneration system meets the requirements of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code (GCGC) in the version dated April 28, 2022.

An external remuneration consultant is regularly consulted to review the development of the remuneration system and assess the adequacy of the Executive Board's remuneration. The consultant ensures the independence of the Executive Board and the Company.

The Supervisory Board applies the following principles when determining the remuneration of the Executive Board:

Advancing the corporate strategy

  • Overall, the remuneration system plays a key role in advancing and implementing the corporate strategy by defining performance indicators relating

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to corporate success and applying demanding annual and multi-year targets to them.

Harmonization with shareholder and stakeholder interests

  • The remuneration system is instrumental in aligning the interests of the Executive Board with those of shareholders and other stakeholders. Most of the performance-related remuneration is linked to the performance of the Fraport Group and the Fraport share. In addition, the Executive Board members undertake to acquire Fraport shares and to hold them throughout their term of office.

Long-term outlook and sustainability

  • The remuneration system encourages long-term, sustainable development of Fraport AG. In view of this, the performance-related remuneration is predominantly determined on a multi-year basis. Sustainability targets and other non-financial objectives are also factored into the determination of the performance-based remuneration for the furtherance of sustainable corporate development.

Pay for performance

  • The performance of the Executive Board is appropriately taken into account and remunerated by applying suitable and ambitious performance criteria within the performance-related remuneration components and allowing performance- related remuneration to fluctuate between zero and a maximum amount (cap).

Adequacy

  • The target and maximum total remuneration is determined in such a way that it is commensurate with the tasks and performance of the Executive Board members and to the Company's situation. In addition, the customary level of remuneration at other comparable companies is borne in mind, as is the vertical adequacy of remuneration of senior management and the overall workforce.

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Consistency of the remuneration system

  • The Supervisory Board is keen to ensure that the remuneration system of the Executive Board and that of the senior management sets aligned incentives, pursues uniform objectives and advances the long-term Group strategy together.

Comparison with competitors

  • Incentives for long-term outperformance on the capital markets are set by carrying out a relative performance measurement against the companies on the MDAX stock index in long-term remuneration.

Compliance and market standards

  • The structure of the remuneration system takes into account current market practice and ensures conformity with statutory and regulatory requirements.

2. Changes compared to the previous remuneration system

The previous remuneration system for the members of the Executive Board received a high approval rate of 94.2 percent at the Annual General Meeting on May 26, 2020. In accordance with Section 120a(1) AktG, the Annual General Meeting resolves to approve the remuneration system submitted by the Supervisory Board at least every four years and whenever a significant change is made. Against this background, the Executive Committee dealt with the structure of the Executive Board remuneration in preparation for the Supervisory Board in the past fiscal year and identified little need for action. The Supervisory Board proposes that the Annual General Meeting approve the revised remuneration system for the Executive Board members of Fraport AG in accordance with Section 120a(1) AktG.

The new remuneration system of Executive Board members is to take effect for the remuneration of all Executive Board members of Fraport AG from January 1, 2025. Remuneration entitlements, including those arising from previously applicable regulations on performance-related remuneration, for periods prior to January 1, 2025, will continue to be geared towards the contractual regulations on which they are based.

The main changes to the new remuneration system can be summarized as follows and are aimed in particular at incentivizing the implementation of the Fraport Group's sustainability strategy.

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3. Overview of the remuneration system

The following overview summarizes the components of the remuneration system and also presents the main changes to the 2020 remuneration system for better comparability:

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Attachments

Disclaimer

Fraport AG published this content on 12 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 13:27:40 UTC.