INVITATION TO ANNUAL GENERAL MEETING

 

Fraport AG Frankfurt Airport Services Worldwide,
Frankfurt am Main
ISIN DE 0005773303

 

We hereby invite our shareholders to our company’s

Annual General Meeting,

taking place on Wednesday, May 28, 2008, at 10:00 a.m., at the Jahrhunderthalle Frankfurt, Pfaffenwiese, 65929 Frankfurt am Main.

 

AGENDA

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management report of the com-pany and the Group for fiscal year 2007 with the report of the Supervi-sory Board and the explanatory report of the Executive Board on the disclosures under mergers & acquisitions law pursuant to sections 289 (4) and 315 (4) German Commercial Code (HGB)

Annual Report 2007 (2.278 KByte)

2. Resolution on appropriation of the net profit for fiscal year 2007

“The Executive and Supervisory Board propose to use the net profit for fiscal year 2007 of €105,305,065.30 to pay out a dividend in an amount of €1.15 per individual share certificate entitled to a dividend, which equates to an amount of €105,187,138.55, and to carry forward the remaining amount of €117,926.75 to fiscal year 2008.”

3. Resolution to discharge the Executive Board for fiscal year 2007

4. Resolution to discharge the Supervisory Board for fiscal year 2007

5. Appointment of the external auditor for fiscal year 2008

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

7. Amendment to Article 2 (1) of the Articles of Association – Object of the company

8. Amendment to Article 9 (8) of the Articles of Association – resolutions of the Supervisory Board

9. Resolution to adjust the relative profit target for the Fraport Manage-ment Stock Option Plan 2005 and to amend Article 4 (4) of the com-pany’s Articles of Association

10. Resolution on authorization to acquire and use the company’s own shares

 

Total number of shares and voting rights

At the time of convening the Annual General Meeting a total of 91,563,772 individual share certificates had been issued. All issued shares confer one vote each; the num-ber of voting rights thus amounts to 91,563,772. Of the 91,563,772 individual share certificates, Fraport AG itself held 96,695 shares (treasury shares) at the time of con-vocation. As long as they are held by Fraport AG, treasury shares confer no voting rights.

Conditions for participation

Those shareholders are entitled to participate in and exercise their voting rights at the Annual General Meeting who register with the company at the address given be-low and who send the company, at that address, specific evidence of their sharehold-ing drawn up in text form in the German or English language by their depository insti-tution (Section 126b German Civil Code - BGB):

Fraport AG Frankfurt Airport Services Worldwide
c/o Deutsche Bank AG
- General Meetings –
60272 Frankfurt am Main
Germany
E-mail: WP.HV@Xchanging.com
Fax: +49 (0)69 12012-86045

This verification of the shareholding must relate to the beginning of 7 May 2008 (00:00). The company must receive registration and evidence of shareholding at the latest by midnight on 21 May 2008.

Proxy voting

Shareholders preferring not to attend the Annual General Meeting in person may have their voting rights exercised by proxies, e.g. by a bank or a shareholders’ asso-ciation. If neither a bank nor a shareholders’ association has been authorized, any proxy must be issued in writing.

This year again, we are offering our shareholders the opportunity ahead of the Annual General Meeting to empower proxy voting representatives appointed by the company to exercise their voting rights. These proxy voting representatives will be bound by the shareholder’s instructions. Those shareholders intending to grant proxy to the proxy voting representatives appointed by the company need an admission ticket to the Annual General Meeting to do so. To ensure timely receipt of their ad-mission ticket, shareholders should order them from their depository bank as early as possible. Insofar as the proxy voting representatives appointed by the company are empowered, they must in any event be issued with instructions for exercise of the voting right. Without such instructions, the proxy is invalid. The proxy voting repre-sentatives are required to vote in accordance with instructions. Instead of written form, shareholders may also opt to issue proxy and instructions to the proxy voting representatives appointed by the company via the Internet using the procedure established by the company.

Further information on issuing proxy and voting instructions to the proxy voting representatives appointed by the company are included in the admission tickets sent to the shareholders. Corresponding information can also be viewed in the Internet under
www.hauptversammlung.fraport.de.

Shareholder motions

Countermotions and nominations for election must be addressed exclusively to:

Fraport AG Frankfurt Airport Services Worldwide
HV-Projektbüro (MVG)
60547 Frankfurt am Main (Germany)
Fax: +49 (0)69 690-25201
E-mail: HV-Projektbuero@fraport.de

Subject to the additional provisions of Sections 126 and 127 German Stock Corpora-tion Act (AktG), countermotions and nominations for election received on a timely basis at this address will made accessible to the other shareholders forthwith in the Internet under
www.hauptversammlung.fraport.de. Any comments by the management will also be published under the above Internet address.

Unabridged text of the invitation

The full invitation to the Annual General Meeting (available only in German) was published in the electronic Federal Gazette (Bundesanzeiger) of 15 April 2008 and will shortly be sent to share-holders via their depository banks. It can also be obtained free of charge from the company and from the Paying and Depository Agent, (Zahl- und Hinterlegungsstelle), Deutsche Bank AG, Frankfurt am Main. The invitation can also be viewed in the Internet under www.hauptversammlung.fraport.de.

Frankfurt am Main, April 2008
Fraport AG Frankfurt Airport Services Worldwide
The Executive Board