Targets for the Composition of the Supervisory Board; Diversity Concept for the Supervisory Board and Executive Board as well as the Succession Planning for the Executive Board; Expertise and Qualification Matrix of the Members of the Supervisory Board

The Supervisory Board has established the following requirements profile for its members:

The objective is that the Supervisory Board should be composed in such a way that it ensures the competent control and support of the company’s management by the Supervisory Board. It should be taken into account that the Supervisory Board as a collective body has the overall knowledge, skills, and professional experience required to properly perform its tasks. It cannot be expected that each individual member of the Supervisory Board possesses the required knowledge and experience to the fullest extent; however, there should be at least one competent member of the Board for each aspect of the Supervisory Board’s activities to ensure that the Board’s members together represent a comprehensive range of knowledge and experience. This should include an understanding of the relevant market environment, financial, and commercial experience, and a strong regional connection.

In addition, each member of the Supervisory Board should be expected to have a certain level of essential general knowledge and experience that is appropriate to the nature, extent, and complexity of the business activities, and the risk structure of an internationally operating company such as Fraport AG.

In order to comply with the standard age limit set by the Supervisory Board of 72 years at the time of election or re-election, which may be deviated from in justified individual cases provided there are no doubts as to the suitability of the persons proposed and their election appears expedient in the interests of the Company despite exceeding the age limit and the targets set by the Supervisory Board of a proportion of generally at least 30% of shareholder representatives on the Supervisory Board being no more than 62 years old at the time of their election, candidates should be proposed who, by virtue of their integrity, willingness to perform, availability, and personality, are able to perform the duties of a Supervisory Board member in an internationally operating company and to maintain the public image of Fraport AG. The principles of diversity and the proportion of women and men based on the statutory provisions should be taken into account when nominating candidates for the Board. In addition, the Supervisory Board should have at least three independent members.

In the election of shareholder representatives by the 2023 Annual General Meeting, Mr. Klemm and Mr. Kaufmann were older than 72 years at the time of reelection. The Supervisory Board had discussed this fact at its meeting on March 13, 2023 and proposed the election of Mr. Klemm and Mr. Kaufmann for a term of two years with the required majority, while a term of five years was proposed to the Annual General Meeting for the other candidates. The reasons given for the deviation from the standard age limit as an exception in the cases of Mr. Klemm and Mr. Kaufmann were that Mr. Klemm, as the Chairman of the investment and capital expenditure committee, should assist with the construction of Terminal 3 and the expansion of the airports in Lima and Antalya as important infrastructure projects in this critical phase for another two years due to his many years of experience, and that Mr. Kaufmann is highly committed to advancing the important issues of climate protection and decarbonization. The 2023 Annual General Meeting agreed to the election proposal and reelected Mr. Klemm and Mr. Kaufmann to the Supervisory Board for a two-year term of office as an exception to the general age limit of 72 years at the time of reelection. As the term of office of two members of the Supervisory Board therefore differs from that of the other Supervisory Board members, this also paves the way for the gradual formation of a Supervisory Board with staggered terms of office for Supervisory Board members (“staggered board”) for the future.

As regards the statutory gender ratio of at least 30% women and at least 30% men on the Supervisory Board, the Supervisory Board had decided in 2022 that this ratio is to be met separately for the members representing the shareholders and those representing the employees. In line with this objective, the Supervisory Board currently consists of four female and six male shareholder representatives as well as three female and seven male employee representatives (see above under “Gender ratio on the Supervisory Board”).

According to Section 100(5) of the AktG, at least one member of the Supervisory Board must have accounting expertise and at least one further member must have expertise in the auditing of accounts. According to recommendation D.3 of the GCGC, the expertise in the field of accounting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and the expertise in the field of account auditing shall consist of special knowledge and experience in the auditing of financial statements. Recommendation D.3 of the GCGC goes on to state that accounting and account auditing also include sustainability reporting and its audit and assurance. The Chairwoman of the audit committee shall have appropriate expertise in at least one of these two areas.

With Supervisory Board members Dr. Margarete Haase, who is Chairwoman of the finance and audit committee, and Ms. Sonja Wärntges, two members of the Supervisory Board and the finance and audit committee possess the expertise in accounting and account auditing required by Section 100(5) of the AktG. In addition, Ms. Dahnke also has expert knowledge in accounting and account auditing pursuant to Section 100(5) of the AktG.

Dr. Haase has a degree in business administration from the Vienna University of Economics and Business, where she also obtained her doctorate. She has also completed the Executive Education Program at Harvard Business School in Boston. During her professional career, Dr. Haase has been responsible for numerous roles, which marks her as an expert in the fields of accounting and account auditing. She has held positions that include Head of Controlling, Division Manager for Group Planning and Control, Commercial Director and Director Corporate Audit, and was also a member of the Executive Board for companies belonging to the Daimler Group. Dr. Haase was a member of the Executive Board for Corporate Finance, Human Resources and Investor Relations at Deutz AG, Cologne until April 2018. As of February 2016, Dr. Haase has been a member of the Government Commission on the German Corporate Governance Code.

Ms. Wärntges completed degrees in economics at the Technical University of Braunschweig and the University of Hanover, from where she obtained a master’s degree in business economics. Ms. Wärntges worked for several years at leading auditing and tax consulting companies and has been Chief Financial Officer of BRANICKS GROUP AG (formerly DIC Asset AG) as of 2013, additionally assuming the role of Chief Executive Officer in 2017. In this role, Ms. Wärntges’ areas of responsibility include Environmental, Social and Governance and sustainability issues, as well as the sustainability report, which BRANICKS GROUP AG (formerly DIC Asset AG) has been issuing as of 2011.

Ms. Dahnke holds a degree in business administration from the Georg August University in Göttingen. She headed the finance department at Beiersdorf AG, held the position of Director of Finance and member of the Management Board for Finance and Controlling at DMG Mori Seiki Aktiengesellschaft (formerly GILDEMEISTER AG), and was CFO at both OSRAM Licht AG and Ottobock SE & Co KGaA.

The Supervisory Board of Fraport AG thus meets the requirements of stock corporation law with regard to the requirement of Supervisory Board members with expertise in the areas of accounting and account auditing.

For shareholders, the Supervisory Board should include what they consider to be an appropriate number of independent members; the ownership structure should be taken into account (see Recommendation C.6 of the GCGC). The Supervisory Board decided that the board should include at least three independent shareholder representatives.

In the view of the shareholders on the Supervisory Board, the above-mentioned objectives and recommendations were and are met in that, with Dr. Margarete Haase, Ms. Kathrin Dahnke, Prof. Katja Windt (Eng.), and Ms. Sonja Wärntges, the Supervisory Board consisted of four shareholder representatives who were independent of the company, its Executive Board, and the controlling shareholders (the State of Hesse and the City of Frankfurt) in the reporting year. In the election of the shareholder representatives, five – and therefore in line with the requirements profile for members of the Supervisory Board, more than 30% of the candidates standing for election on the shareholder side – were not older than 62 years of age.

In addition, Fraport AG also complies with recommendations C.7 and C.9 of the GCGC, according to which more than half of the shareholder representatives must be independent of the company and the Executive Board and at least two of the shareholder representatives must be independent of the controlling shareholder. According to recommendation C.7 of the GCGC, when assessing the independence of Supervisory Board members by the company and the Executive Board, it should be taken into account, among other things, whether the Supervisory Board member has been a member of the Supervisory Board for more than 12 years.

In the view of the shareholders on the Supervisory Board, despite having been a member of the Supervisory Board of Fraport AG for more than 12 years (member as of January 1, 2011), Dr. Haase is regarded as independent of the company and the Executive Board. Due to her personality, her integrity, and her professionalism, combined with many years of various professional activities with management responsibility outside of Fraport, there are no doubts with regard to her independence in respect of Fraport AG and the Executive Board. Through her work as a member of the Supervisory Board and Chairwoman of the finance and audit committee, Dr. Haase demonstrates that she has the necessary critical distance from the company and its Executive Board when carrying out her work on the Supervisory Board at Fraport AG. Due to her independence, she openly holds discussions with the Executive Board and understands how to critically scrutinize proposals. Furthermore, Dr. Haase is also a member of the Supervisory Board of ING Bank and of Marquard & Bahls AG and Chairwoman of the Supervisory Board of ams OSRAM AG, which emphasizes her independence of Fraport AG and its Executive Board.

Prof. Windt (Eng.) has also been a member of the Supervisory Board for more than 12 years (as of May 11, 2012). Prof. Windt (Eng.) is a member of the Management Board and Chief Digital Officer (CDO) of SMS group GmbH, Mönchengladbach, a company that has no business relations with Fraport AG. She also has a long scientific career and is a member of Leopoldina, the German National Academy of Sciences. Due to her independent academic and professional activities, her independence from the business interests of Fraport AG, her many years of experience, and her personality, the shareholders on the Supervisory Board are of the view that, despite her longstanding membership of the Supervisory Board, Prof. Windt can be regarded as independent pursuant to the German Corporate Governance Code.

The Supervisory Board has no former members of the Executive Board of Fraport AG.

The Supervisory Board, along with the Executive Board and based on the preparatory work by the executive committee, ensures the long-term succession planning of the Executive Board. In addition to the requirements of the German Stock Corporation Act and the GCGC, long-term succession planning takes into account the target set by the Supervisory Board for the proportion of women on the Executive Board. Taking into account the specific qualification requirements, the structure of the Executive Board, including the division of portfolios, and the aforementioned personnel criteria, the executive committee develops an ideal profile on the basis of which it draws up a shortlist of eligible candidates. Structured discussions are held with these candidates. A recommendation for a resolution is then submitted to the Supervisory Board. The Supervisory Board also takes diversity into account regarding the composition of the Executive Board (Recommendation B.1 of the GCGC). Given the identified qualifications of its members, the Supervisory Board does not yet pursue a diversity concept for the Executive Board.

The status of the implementation of the requirements profile for members of the Supervisory Board of Fraport AG is outlined in the following qualification matrix. The general requirements for members of the Supervisory Board of Fraport are met by all members of the Supervisory Board. These include a general understanding of the aviation industry, in particular the market environment of an airport operator, the individual business fields, customer requirements, the regions in which Fraport AG operates, and expertise in corporate policy and the strategic orientation of the company and the Group as a whole. All of the members of the Supervisory Board are therefore familiar with the sector in which Fraport AG operates.

The following table contains further details on the current members of the Supervisory Board. The qualifications described in the table are based on a self-assessment by the respective Supervisory Board members, which is repeated annually before the statement on corporate governance is issued.

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