EQS-AGM: Flughafen Wien AG: Convening of the 37th Annual General Meeting

Flughafen Wien Aktiengesellschaft

Schwechat, FN 42984 m ISIN AT00000VIE62

(“Company”)

Convening of the
37^th Annual General Meeting

We hereby invite our shareholders to the 37^th Annual General Meeting of Flughafen Wien Aktiengesellschaft on Friday, 6 June 2025, at 11:00 (Vienna time), at 1300 Wien-Flughafen, Office Park 4, Towerstrasse 3, Location: Vienna Airport Conference & Innovation Center, Room Runway 1.

 

I.              Agenda

1. Presentation of the annual financial statements, management report and corporate governance report, the consolidated financial statements and Group management report, the proposal for the appropriation of profit, and the Supervisory Board’s report for financial year 2024
2. Resolution on the appropriation of net retained profits
3. Resolution to discharge the members of the Management Board for financial year 2024
4. Resolution to discharge the members of the Supervisory Board for financial year 2024
5. Appointment of the auditor of the financial statements and consolidated financial statements and of the auditor of the sustainability report for financial year 2025
6. Resolution on the remuneration report
7. Resolution on the remuneration policy
    

II.         Documents for the Annual General Meeting; publication of information on the website

In accordance with Section 108 (3) and (4) Austrian Stock Corporation Act (AktG), the following documents, in particular, will be available on the website of the Company, as listed in the commercial register at www.viennaairport.com, no later than 16 May 2025:

• Annual financial report 2024, containing:
  • Annual financial statements, including the management report
  • Consolidated financial statements, including the Group management report
• Consolidated corporate governance report 2024
• Report of the Supervisory Board 2024
• Proposal for the appropriation of profit
• Resolutions proposed by the Supervisory Board and the Management Board
• Remuneration report 2024
• Remuneration policy 2025
• Form for appointing a proxy
• Form for appointing a proxy and instructing a representative of the Austrian Shareholder Association (IVA)
• Form for revoking authorisation of a proxy
• Full text of this notice convening the meeting
   

III.     Record date and requirements for attending the Annual General Meeting

Eligibility to attend the Annual General Meeting and to exercise voting rights and other shareholder rights to be enforced in the context of the Annual General Meeting shall be based on shareholdings at the end of 27 May 2025 (23:59, Vienna time) (record date).

Only shareholders who can provide evidence of their shareholdings to the Company on this record date shall be eligible to attend the Annual General Meeting.

In accordance with Section 10a Stock Corporation Act, evidence of shareholdings on the record date must be submitted in the form of a deposit certificate which the Company must receive no later than 3 June 2025 (23:59, Vienna time) via one of the following communication channels and addresses only:

1. for sending the deposit certificate in text form which satisfies the Articles of Association pursuant to Section 12 (2)

2. for sending the deposit certificate in written form

We request that shareholders contact their custodian bank to arrange for the deposit certificate to be issued and sent.

The record date does not affect the saleability of the shares and is not relevant with respect to dividend entitlements.

 

Deposit certificate pursuant to Section 10a Stock Corporation Act

The deposit certificate must be issued by a depositary bank that has its registered office in a member state of the European Economic Area or in a full member state of the OECD and must include the following information (Section 10a (2) Stock Corporation Act):

• Issuer details: name/company name and address or a standard code used for transactions between banks (SWIFT code)
• Shareholder details: name/company name, address, date of birth for natural persons or register and registration number for legal persons, as appropriate
• Details of shares: Number of shares held by the shareholder, ISIN AT00000VIE62 (standard international securities identification number)
• Custody account number, securities account number or other designation
• Date or period to which the deposit certificate relates.

The deposit certificate demonstrating the shareholding for the purposes of participation in the Annual General Meeting must relate to the end of the record date of 27 May 2025 (23:59, Vienna time).

The deposit certificate will be accepted in German or English.

 

Proof of identity

Flughafen Wien Aktiengesellschaft reserves the right to verify the identity of persons attending the meeting. A person may be refused entry if it is not possible to verify their identity.

We therefore request that shareholders and their proxies be ready to present valid government-issued photo identification when registering.

If you are attending the Annual General Meeting as a proxy, please bring your authorisation in addition to your government-issued photo identification. If the original version of the authorisation has already been sent to the Company, please present a copy of this authorisation to facilitate entry.

 

IV.    Option of and procedure for appointing a representative

Each shareholder who is eligible to attend the Annual General Meeting and has provided evidence of this to the Company in accordance with the stipulations of item III of this notice convening the meeting has the right to appoint a representative to attend the Annual General Meeting on behalf of the shareholder, with the same rights as the shareholder they are representing.

The proxy must be a specific (natural or legal) person, authorised in text form (Section 13 (2) Stock Corporation Act), although it is also possible to appoint more than one person as proxy.

It is possible to appoint a proxy both before and during the Annual General Meeting. Please send proxy authorisations using the following communication channels and addresses:

On the day of the Annual General Meeting only:

Proxy authorisations must be received no later than 4:00 p.m. on 5 June 2025 at one of the above addresses unless presented at the registration point for the Annual General Meeting on the day of the Annual General Meeting itself.

A form for appointing a proxy and for revoking the appointment of a proxy will be available on the Company’s website at www.viennaairport.com no later than 16 May 2025. Use of one of the forms is not compulsory within the meaning of Section 114 (3) Stock Corporation Act. However, in the interests of smooth processing, we request to use the forms provided.

Details regarding the proxy, particularly regarding text form and the content of the proxy authorisation, can be found on the proxy form sent to shareholders.

If a shareholder has appointed their depositary bank as their proxy (Section 10a Stock Corporation Act), it is sufficient for the depositary bank to issue a declaration that it has been appointed as proxy and to send this to the Company together with the deposit certificate in the prescribed manner.

Shareholders can exercise their rights in person at the Annual General Meeting even after appointing a proxy. Attendance in person shall be deemed to revoke any authorisation previously issued to a proxy.

The above provisions on appointing a proxy apply analogously to revoking the appointment of a proxy.

Independent proxy

As a special service for shareholders, a representative from the Austrian Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, will be available as an independent proxy to exercise voting rights at the Annual General Meeting in accordance with instructions. A special proxy form will be provided for this on the Company’s website www.viennaairport.com no later than 16 May 2025. Michael Knap from the IVA can also be contacted directly by phone on +43 1 876 3343-30 or by e-mail to knap.flughafenwien@hauptversammlung.at.

 

V.         Information on shareholders’ rights in accordance with Sections 109, 110, 118 and 119 Stock Corporation Act

1.              Items added to the agenda by shareholders in accordance with Section 109 Stock Corporation Act

Shareholders whose shares jointly or separately make up 5% of the share capital and who have held such shares for at least three months prior to submitting their application can submit a written request for further items to be added to the agenda of this Annual General Meeting and for these items to be announced, provided the Company receives such request in writing by post or courier no later than 16 May 2025 (23:59, Vienna time), addressed exclusively to
Dr Wolfgang Köberl, MBA, Secretary General, 1300 Vienna Airport or, if sent by e-mail, with a qualified electronic signature to the e-mail address fwag-hauptversammlung@viennaairport.com or via SWIFT to the address GIBAATWGGMS. “In writing” means the handwritten signature or company signature of each applicant or, if sent by e-mail, with a qualified electronic signature or, if sent via SWIFT, with message type MT598 or type MT599, in which case it is essential to include ISIN AT00000VIE62 in the text.

Each agenda item requested in this way must be accompanied by a proposed resolution, including a statement of reasons. The agenda item and proposed resolution, but not the related statement of reasons, must also be submitted in German in all cases. Evidence of shareholder status must be submitted in the form of a deposit certificate pursuant to Section 10a Stock Corporation Act which confirms that the shareholders making the application have held the shares for at least three months prior and which may not be more than seven days old at the time of submission to the Company. Multiple deposit certificates for shares which only jointly constitute an equity holding of 5% must relate to the same time (date, time).

Please refer to the information on eligibility to participate for the other requirements relating to deposit certificates (item III of this notice convening the meeting).

 

2.              Proposed resolutions from shareholders on the agenda in accordance with Section 110 Stock Corporation Act

Shareholders whose shares jointly or separately constitute 1% of the share capital can propose resolutions, together with statements of reasons, in text form regarding any item on the agenda and request that such proposals, together with the names of the shareholders concerned, the attached statements of reasons and any opinions of the Management Board or the Supervisory Board, be made available on the website of the Company as listed in the register of companies, provided such request is received by the Company in text form no later than 27 May 2025 (23:59, Vienna time) addressed either to Dr Wolfgang Köberl, MBA, Secretary General, 1300 Vienna Airport or sent by e-mail to fwag-hauptversammlung@viennaairport.com with the request attached to the e-mail in text form, for example as a PDF document. Where declarations are required to be submitted in text form within the meaning of Section 13 (2) Stock Corporation Act, they must be submitted in a document or other form that enables permanent reproduction in written characters, they must name the person making the declaration, and they must mark the end of the declaration with a facsimile of the signature or by other means. The proposed resolution, but not the related statement of reasons, must also be submitted in German in all cases.

Evidence of shareholder status must be submitted in the form of a deposit certificate pursuant to Section 10a Stock Corporation Act which may not be more than seven days old at the time of submission to the Company. Multiple deposit certificates for shares which only jointly constitute an equity holding of 1% must relate to the same time (date, time).

Please refer to the information on eligibility attendance for the other requirements relating to deposit certificates (item III of this notice convening the AGM).

 

3.              Shareholders’ right to information in accordance with Section 118 Stock Corporation Act

During the Annual General Meeting, any shareholder may request and shall be provided with information on the affairs of the Company to the extent that such information is required in order to make a proper assessment of the agenda item. This duty to inform also extends to the Company’s legal relationships with affiliates, as well as to the position of the Group and of the companies included in the consolidated financial statements.

Information may be withheld to the extent that, according to reasonable business judgement, it is likely to cause significant harm to the Company or an affiliate, or its disclosure would constitute a criminal offence.

Pursuant to Article 14 of the Articles of Association, the Chair of the Annual General Meeting may impose a reasonable time limit on shareholders’ right to speak and ask questions. At the start of the Annual General Meeting, in particular, but also during, the Chair may issue general and individual time limits for speaking and asking questions.

Requests for information shall generally be made orally at the Annual General Meeting, but may also be made in writing.

To ensure the meeting runs efficiently, questions requiring a longer preparation time may be sent to the Management Board in written or electronic form in good time prior to the Annual General Meeting. Questions can be sent to the Company by e-mail to fwag-hauptversammlung@ viennaairport.com.

 

4.              Motions brought by shareholders at the Annual General Meeting pursuant to Section 119 Stock Corporation Act

Any shareholder – regardless of the number of shares they hold – is entitled to file motions on any item on the agenda at the Annual General Meeting. A shareholder must demonstrate their eligibility to participate as defined by the notice convening the meeting.

If more than one motion has been brought concerning one agenda item, the Chair shall determine the order of voting pursuant to Section 119 (3) Stock Corporation Act.

 

5.              Information on data protection for shareholders

Flughafen Wien Aktiengesellschaft takes data protection very seriously. Further information can be find in our privacy policy at www.viennaairport.com/dataprotection.

 

VI.    Further information and notes

Total number of shares and voting rights

At the time of convening the Annual General Meeting, the Company’s share capital totals € 152,670,000 and is divided into 84,000,000 bearer shares. Each share carries one vote.

The Company holds 125,319 own shares. These shares do not carry voting rights or any other rights. Any change to the number of own shares held prior to the Annual General Meeting, and thus to the total number of voting rights, shall be announced at the Annual General Meeting.

There is no more than one class of shares.

 

 

Schwechat, May 2025 The Management Board