This document is a convenience translation only. The German version is decisive.

Fraport AG

Frankfurt Airport Services Worldwide

Frankfurt am Main

ISIN DE0005773303

Invitation to the Annual General Meeting (virtual Annual General Meeting)

We hereby cordially invite the shareholders of our Company to the Annual General Meeting of Fraport AG, to be held at 9:00 a.m. CEST on Tuesday, May 23, 2023, as a virtual Annual General Meeting without the physical presence of the shareholders or their proxies (with the exception of the proxies of the Company.

The entire meeting will be available via audio/video transmission in the Company's online portal (AGM portal), which can be accessed at http://www.fraport.com/en/investors/annual-general-meeting.html(further information below after the Agenda with the proposed resolutions). Shareholders who have properly registered for the Annual General Meeting and their proxies may electronically register for the entire Annual General Meeting via the AGM portal and exercise their rights - as described in detail in Section IV. below after the Agenda with the proposed resolutions. The exercise of voting rights by properly registered shareholders shall take place exclusively by absentee ballot, including in the case of the authorization of third-party proxies, which may also take place by way of electronic communication, or by issuing authorizations and instructions to proxies appointed by the Company.

The place of the Annual General Meeting within the meaning of the German Stock Corporation Act (Aktiengesetz - AktG) is Frankfurt am Main, Airport, Building 461, 60547 Frankfurt am Main, Germany. Shareholders and their proxies (with the exception of the Company's proxies) do not have the right or the option to attend the meeting in person.

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  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 2022 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 13, 2023, the Supervisory Board approved the annual financial statements and consolidated financial statements drawn up by the Executive Board in accordance with Section 172 AktG and thus adopted the annual financial statements. Therefore no resolution is required from the Annual General Meeting on this Agenda Item 1.
    As the net retained profits of Fraport AG for the 2022 financial year amount to EUR 0.00 after the reversal of other reserves to cover the annual net deficit, the Agenda does not provide for a resolution by the Annual General Meeting on the appropriation of net retained profits.
    The documents regarding Agenda Item 1 can be viewed on the Internet at http://www.fraport.com/en/investors/annual-general-meeting.htmland will also be accessible during the Annual General Meeting.
  2. Resolution on the ratification of the actions of the Executive Board for the financial year 2022
    The Executive Board and the Supervisory Board propose granting ratification of the actions of the members of the Executive Board in office during the 2022 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 actions of the following members of the Executive Board in office in financial year 2022 are to be ratified: Dr. Stefan Schulte (Chair of the Executive Board), Anke Giesen, Julia Kranenberg, Michael Müller, Dr. Pierre Dominique Prümm and Professor Dr. Matthias Zieschang.
  3. Resolution on the ratification of the actions of the Supervisory Board for the financial year 2022
    The Executive Board and the Supervisory Board propose granting ratification of the actions of the members of the Supervisory Board in office during the 2022 financial year for this period. It is

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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.

The actions of the following members of the Supervisory Board in office in financial year 2022 are to be ratified: Michael Boddenberg (Chair of the Supervisory Board), Mathias Venema (Deputy Chair of the Supervisory Board), Claudia Amier, Devrim Arslan, Uwe Becker, Dr. Bastian Bergerhoff, Hakan Bölükmese, Ines Born, Hakan Cicek, Yvonne Dunkelmann, Peter Feldmann, Peter Gerber, Dr. Margarete Haase, Frank-Peter Kaufmann, Dr. Ulrich Kipper, Lothar Klemm, Karin Knappe, Ramona Lindner, Mira Neumaier, Michael Odenwald, Matthias Pöschko, Qadeer Rana, Sonja Wärntges and Professor Katja Windt.

  1. Appointment of the auditor of the annual financial statements and the consolidated financial statements for the financial year 2023
    The Supervisory Board proposes on the recommendation of its Finance and Audit Committee that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the annual and consolidated financial statements for the 2023 financial year.
    The recommendation of the Finance and Audit Committee on the proposed resolution was preceded by a procedure for selecting the auditor conducted in accordance with Article 16 of the EU Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) (EU Audit Regulation). Subsequently, the Finance and Audit Committee recommended to the Supervisory Board, stating its reasons, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, and KPMG AG Wirtschaftsprüfungs- gesellschaft, Frankfurt am Main, for the tendered audit mandate and communicated a justified preference for Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.
    In accordance with the third subparagraph of Article 16(2) of the EU Audit Regulation, the 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).
  2. Resolution on the approval of the remuneration report for the financial year 2022
    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

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owed to each individual current or past member of the Executive Board and Supervisory Board in the 2022 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.

The Executive Board and Supervisory Board propose that the remuneration report of Fraport AG for the 2022 financial year be approved.

The remuneration report for the 2022 financial year and the opinion on the audit thereof by the statutory auditor are enclosed in this invitation after the agenda items under "II. Remuneration Report for the 2022 Financial Year" and are accessible via the Company's website at http://www.fraport.com/en/investors/annual-general-meeting.html.

6. Resolution on the election of members of the Supervisory Board

The term of office of all shareholder representatives on the Supervisory Board shall end at the close of the Annual General Meeting on May 23, 2023. New elections are therefore necessary.

In accordance with Sections 95, 96(1), and 101(1) AktG and Section 6(2) in conjunction with Section 7(1) sentence 1 no. 3 of the German Co-Determination Act (MitbestG) and in accordance with Section 6(1) sentence 1 of the Articles of Association, the Supervisory Board consists of ten members to be elected by the Annual General Meeting and ten members to be elected by the employees. According to Section 96(2) sentence 1 AktG in conjunction with Section 1(1) MitbestG, at least 30 percent of the Supervisory Board members (i.e. at least six) must be women and at least 30 percent (i.e. at least six) must be men. In accordance with Section 96(2) sentence 3 AktG, the Supervisory Board resolved in November 2022 by written procedure that the quotas on the side of the shareholders and on the side of the employees have to be met separately. This means that the Supervisory Board must nominate for election no less than three women and three men to the Annual General Meeting on May 23, 2023. The gender quotas are met by the following election proposals.

The following election proposals are based on a recommendation by the Nomination Committee of the Supervisory Board. They take into account the targets resolved by the Supervisory Board for its composition as well as fulfillment of the requirements profile drawn up for the board as a whole by the Supervisory Board. More detailed information on the objectives of the Supervisory Board regarding its composition and on the profile of requirements for the board as a whole (including the diversity concept) is published in the Corporate Governance Statement, which is available on the

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Internet at http://www.fraport.com/en/investors/annual-general-meeting.htmlas an integral part of the Annual Report.

The Supervisory Board's aim that the body should contain at least three independent shareholder representatives as defined by recommendation C.6 of the German Corporate Governance Code in the version dated April 28, 2022 (DCGK) is met by the following election proposals. Fraport AG also continues to fulfill recommendations C.7 and C.9 DCGK, which stipulate that more than half of the shareholder representatives should be independent from the Company and the Executive Board, and that at least two of the shareholder representatives should be independent from the controlling shareholder.

To take appropriate account of the objectives for the composition of the Supervisory Board in the election, in particular with regard to the age limit and the length of membership, and to be able to respond flexibly to changing requirements in terms of the members' expertise, the proposed term of office for some of the candidates named below shall not comprise the regular term of office of approximately five years. This will also allow the successive formation of a Supervisory Board with staggered terms of office for Supervisory Board members for the future. Michael Boddenberg, Dr. Bastian Bergerhoff, Kathrin Dahnke, Dr. Margarete Haase, Harry Hohmeister, Mike Josef, Sonja Wärntges and Professor Katja Windt shall be elected for approximately five years, and Frank-Peter Kaufmann and Lothar Klemm for approximately two years.

In accordance with the recommendation of the Nomination Committee, the Supervisory Board proposes that the following persons be elected to the Supervisory Board as shareholder representatives:

  1. Michael Boddenberg, Frankfurt am Main, Hesse Finance Minister
  2. Dr. Bastian Bergerhoff, Frankfurt am Main,
    City Treasurer and department head for finance, investments, and personnel of the City of Frankfurt,
  3. Kathrin Dahnke, Bielefeld, Independent corporate consultant
  4. Dr. Margarete Haase, Ebersberg, Independent corporate consultant
  5. Harry Hohmeister, Reit im Winkl,
    Member of the Executive Board of Deutsche Lufthansa AG

Attachments

Disclaimer

Fraport AG published this content on 11 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2023 13:17:07 UTC.