Fraport : Remuneration System for the Executive Board of Fraport AG

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

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 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.

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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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weighted as follows depending on the Executive Board member (assuming 100% target achievement for the variable remuneration components):

Ancillary benefits amounting to a cost of between 5 percent and 15 percent of basic remuneration are granted as an additional non-performance-related component of the remuneration system. If newly appointed members of the Executive Board are reimbursed for remuneration claims against their previous employer that have demonstrably lapsed or for temporary relocation and housing costs, the cost of ancillary benefits may be higher in individual cases.

The remuneration structure ensures that the variable remuneration arising from the attainment of targets of a long-term nature exceeds the proportion from targets of a short-term nature. Consequently, the focus is on the legally required long-term and sustainable development of Fraport AG, although the annual operating targets are also pursued alongside this.

4. Maximum amount and maximum total remuneration

Variable remuneration is intended to ensure a balanced opportunity/risk profile. If the set targets are not attained, variable remuneration can be eliminated entirely. If the targets are significantly exceeded, the payment can be limited to 150 percent of the respective target amount for the bonus and 180 percent for the performance share plan.

In addition, according to Section 87a(1) sentence 2 no. 1 AktG, the Supervisory Board has set a maximum amount for the sum of basic remuneration, ancillary benefits, pension commitments, bonus and performance share plan. This amounts to €3,000,000 for the Chair of the Executive Board and €2,200,000 for each of the other Executive Board members. This maximum amount relates to the sum of the payments or expenses that result from the remuneration arrangements in a fiscal year.

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5. The components of the remuneration system in detail

5.1 Non-performance-related components

5.1.1 Basic remuneration

Basic remuneration is fixed remuneration relating to the entire year that is geared towards the area of responsibility of the respective Executive Board member and paid in twelve monthly installments.

5.1.2 Ancillary benefits

Each Executive Board member receives benefits in kind and other benefits (ancillary benefits). These include the granting of personal use of company cars with optional provision of a driver and the possibility of free use of Fraport AG's VIP service, individually and with the accompaniment of family members for life. In addition, the Executive Board members receive accident insurance, the opportunity to use a manager check-up every two years and the opportunity to use a free parking space at Frankfurt Airport after the end of their Executive Board activities. Executive Board members who have voluntary statutory pension insurance are refunded half the total contribution, and those who have non-voluntary pension insurance are refunded half the total amount to be paid in the case of statutory pension insurance. For contributions to voluntary statutory or private health and long-term care insurance, each Executive Board member receives a tax-free employer contribution in accordance with statutory regulations. Some of the tax payable on ancillary benefits is paid by Fraport AG. All Executive Board members are equally entitled to these benefits in kind, and the level and duration may vary depending on the personal situation.

The Supervisory Board can grant other or additional customary ancillary benefits such as the opportunity for personal use of company mobile devices or the assumption of relocation and housing costs for new entrants. If an Executive Board member demonstrably loses remuneration claims against their previous employer due to their move to Fraport AG, the Supervisory Board may, in exceptional cases and against the background of the successful recruitment of suitable candidates for critical Executive Board positions, provide for a compensation payment.

In addition, Fraport AG takes out standard liability and legal expenses insurance (D&O insurance) for the members of the Executive Board, which provides for a deductible in accordance with Section 93(2) sentence 3 AktG.

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5.1.3 Pension commitment

The Executive Board members are entitled to pension benefits and benefits for surviving dependents. An Executive Board member is generally entitled to a pension if he or she leaves the active service of Fraport AG during the term or upon expiry of the contract, or if he or she becomes permanently unable to work during the term of the contract. If an Executive Board member dies, benefits are paid to his or her surviving dependents.

Since 2012, newly appointed Executive Board members have received a pension commitment based on a defined-contribution system. This system provides for a lump-sum pension payment or payment of a life-long retirement pension in the event of retirement. The insured event occurs at the end of the month in which the member reaches the age of 62 or 65, or in the event of permanent incapacity to work. At the same time, the Executive Board member must have left Fraport AG at the end of the employment contract. To build up the pension capital, Fraport AG credits 40 percent of the granted annual gross basic remuneration to a pension account each year. The pension capital accumulated at the end of the previous year pays interest annually at the interest rate used for the valuation of the pension obligations in the balance sheet of Fraport AG according to HGB at the end of the previous year pursuant to Section 253 (2) HGB. Said interest rate is at least 3 percent and at most 6 percent. The rate increases by 1 percent on January 1 of each year for lifelong retirement payments. No further adjustment is made. If the pension capital reached is less than €600,000 when retirement benefits fall due as a result of long-term occupational disability, Fraport AG will increase it to this amount. In the event of death while drawing a retirement pension, the widow or widower is entitled to 60 percent of the last retirement pension granted, half-orphans each receive 10 percent, and full orphans each receive 25 percent of the last pension granted.

In exception to this, the retirement pension of an Executive Board member who was appointed to the Executive Board before 2012 is determined according to a percentage of a contractually agreed basis for determination, with the percentage increasing with the Executive Board member's term of office by 2.0 percentage points per year up to a maximum of 75 percent. In the event of incapacity, the pension rate is at least 55 percent of the respective fixed annual gross salary or of the contractually agreed basis for determination. In the event of death while drawing a retirement pension, the widow or widower is entitled to 60 percent of the last retirement pension granted, half-orphans each receive 12 percent, and full orphans each receive 20 percent of the last pension granted. Effective January 1 of each year, the retirement pensions are adjusted at discretion, taking into account the interests of the former Executive Board member and the company's economic situation. The adjustment obligation is

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considered to be satisfied if the adjustment does not fall below the increase in the consumer price index for the cost of living for private households in Germany.

For new contracts, a pension payment of up to 40 percent of the annual gross remuneration can be granted instead of a pension commitment.

5.2 Variable remuneration components

The variable remuneration components are geared towards the short-term and long-term performance of Fraport AG. The Supervisory Board pursues a rigorous "pay-for-performance" approach here. The short-term variable remuneration component - the bonus - and the long- term variable remuneration component - the performance share plan - differ in terms of their performance period and the financial and non-financial performance criteria applied in order to determine payment. The performance criteria are selected in line with the corporate strategy of Fraport AG, i.e. the performance criteria encourage the growth of Fraport AG at Frankfurt Airport and internationally as well as its profitability and competitiveness. Non-financial performance incentives geared towards sustainability are also taken into account. Consideration of multiple different performance criteria also allows holistic tracking of the Company's success. When selecting the performance criteria, the Supervisory Board takes care to ensure that they are clearly measurable and transparent.

In accordance with recommendation G.11 of the German Corporate Governance Code, the Supervisory Board may take into account extraordinary developments that were not adequately covered by the previously defined targets when determining target achievement. This can lead to an increase (but not an overshooting of the applicable cap) as well as a decrease in the variable remuneration that would otherwise arise. Extraordinarily far-reaching changes to the economic situation (for example due to a severe economic or financial crisis), natural disasters, terrorist attacks, political crises, epidemics/pandemics or disruptive market decisions by customers, for instance, are considered as extraordinary interim developments if they or their specific impacts were unforeseeable. Generally unfavorable market developments are not regarded as extraordinary developments in the above sense. If adjustments are made due to extraordinary developments, this is disclosed and explained in the remuneration report.

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