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Athens International Airport S.A.

Share Issue/Capital Change Apr 16, 2025

6554_rns_2025-04-16_9f3774f3-8ffc-4935-98f3-a0e8802c91bf.pdf

Share Issue/Capital Change

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ANNOUNCEMENT

Information Document

Under Article 1 (4)(h) of Regulation (ΕU) 2017/1129 on the dividends paid out from previous years profits to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid

Date of issue: 16 April 2025

ATHENS INTERNATIONAL AIRPORT S.A. (the "Company"), in relation to the extraordinary increase of the Company's share capital up to the amount of thirteen million five hundred thousand (13,500,000) Euro, through the issuance of up to thirteen million five hundred thousand (13,500,000) new, common, dematerialized, registered voting shares, with a nominal value of €1.00 each (the "New Shares"), which is carried out through the reinvestment of part of the dividend of the financial year 2024, for a total amount of €100,000,000 (before 5% withholding tax) (the "Share Capital Increase"), which was decided by the Board of Directors of the Company on April 15, 2025, pursuant to the authorization granted to it under article 24 par. 1 (b) of Law 4548/2018 by the Ordinary General Meeting of the shareholders of the Company held on April 14, 2025, within the framework of the four-year dividend reinvestment program (2025 – 2028) approved by the aforementioned Ordinary General Meeting (the "Program"), informs the investing public, in accordance with article 1 para. 4 point (h) of Regulation (EU) 2017/1129, of the following:

    1. Through the Share Capital Increase, the Company offers its shareholders the option to reinvest part of the dividend amount corresponding to them for the financial year 2024 into New Shares of the Company, at their discretion.
    1. Each eligible shareholder may reinvest in New Shares, in whole or in part, up to the amount of €0.3333333333 per share held, i.e. up to a total amount equal to the product of the number of shares held on the record date for the beneficiaries of the dividend for the financial year 2024 (i.e. on 24.04.2025), reduced by 5% (which either corresponds to the withholding tax rate on the distributable dividend or will be paid in cash to the Company's shareholders if the dividend is not subject to withholding tax) (the "Reinvestment Amount").
    1. The election right, meaning the Shareholders' right to choose the manner in which they will receive the Reinvestment Amount either in cash and/or through reinvestment of all or part of the Reinvestment Amount in New Shares (the "Election Right"), shall be exercised within a fourteen (14) day period, commencing on the first business day following the record date for the beneficiaries of the dividend for the financial year 2024, namely from 25.04.2025 to 08.05.2025 (the "Election Period").

    1. Eligible for the Election Right are the beneficiaries of the dividend for financial year 2024, the Company's shareholders, who will be registered in the files of the Dematerialized Securities System on Thursday, 24.04.2025 (record date), while as of Wednesday, 23.04.2025, the Company's shares will be traded on the Athens Stock Exchange without entitlement to the dividend (cut-off date).
    1. The Election Right may be exercised throughout the Election Period on business days and during business hours through the Participants of the investors' securities accounts (Investment Services Firms or Bank Custody). The cancellation/modification of the selection during the Election Period is subject to a special agreement between the Shareholder and the Participant, through which the Election Right is exercised. The selection cannot be revoked or modified after the end of the Election Period. Any shareholders who do not submit their choice during the Election Period will receive the entire Reinvestment Amount in cash.
    1. New Shares will be issued at a price amounting to the average of the volume-weighted average price (VWAP) of the Company's share over the first five (5) trading days of the Election Period, i.e. from 25.04.2025 to 02.05.2025, reduced by a percentage of 3%, rounded up to the nearest second decimal digit.
    1. The number of New Shares that an eligible shareholder may receive will be determined by dividing the total Reinvestment Amount each shareholder declares they wish to reinvest through the Share Capital Increase, by the Offer Price, rounded down to the nearest integer number. Any remainder of the Reinvestment Amount, due to rounding, will be paid in cash on the dividend payment date.
    1. No share fractions will be issued and, consequently, the reinvestment of the Reinvestment Amount will be effected for an amount that results in an integer number of shares and the remaining amount of each shareholder's Reinvestment Amount, which corresponds to a share fraction, will be paid to the shareholder in cash on the dividend payment date.
    1. The amount corresponding to the New Shares issued at the Offer Price will be paid by offsetting, in accordance with article 20 para. 4 of Law 4548/2018, against the Reinvestment Amount of the shareholders who are eligible and choose to reinvest all or part of their Reinvestment Amount.
    1. In the event of partial subscription of the Share Capital Increase, any unsubscribed New Shares will not be distributed to third parties or other shareholders of the Company, instead, the Company's share capital shall be increased up to the amount subscribed, in accordance with article 28 of Law 4548/2018 and the Company's Board of Directors will adjust article 5 of the Company's Articles of Association accordingly, defining the amount of capital resulting from the partial subscription.
    1. The funds raised from the Share Capital Increase will be used by the Company for the purpose of the provision, construction, acquisition, maintenance, repair, renewal, upgrade

    1. and operation of the assets allocated to Air Activities and will constitute Air Activities Capital, in accordance with the Airport Development Agreement dated 31.07.1995, ratified by Law 2338/1995, as amended and in force.
    1. The New Shares will be common, dematerialized, registered voting shares, with a nominal value of €1.00 each and will be entitled to participate to any subsequent dividend distribution, according to the applicable legislation and the Company's Articles of Association, provided that the New Shares will have been credited to the accounts of the beneficiaries identified through the Dematerialized Securities System (D.S.S.) managed by the "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.", on the cut-off date of the relevant right to the distribution. The total par amount value of these shares these shares will be credited to the "Par amount difference" account.
    1. The New Shares will not be subject to transaction costs.
    1. The New Shares are expected to be admitted to trading on the same date as the dividend payment date for the financial year 2024, which will take place on Friday, 16.05.2025.

Messrs. Panagiotis Michalarogiannis (Chief Finance and Administration Officer) and George Kallimasias (Chief Strategy Officer) are responsible for the preparation of the present Information Document and the accuracy of its content.

This Information Document can be obtained by interested parties in hard copy from the Company's offices (Athens International Airport, Administration Building (17), Spata 190 19, Attica) and in electronic form on the official website of the Company https://investors.aia.gr/en/

For more information, interested parties may contact the Company's Shareholders and Corporate Announcements Service Department (Administration Building 17, P.C. 19019, Spata, Attica, tel.: +30 210 35 35000 and email: [email protected]).

ATHENS INTERNATIONAL AIRPORT S.A.

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