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Flughafen Wien AG

AGM Information Mar 29, 2013

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Flughafen Wien AG / Announcement of the Convening of the General Meeting

Flughafen Wien AG: Invitation to the 25th Annual General Meeting

Announcement of the Convening of the General Meeting, transmitted by DGAP
- a company of EquityStory AG. The issuer is solely responsible for the
content of this announcement.


Flughafen Wien Aktiengesellschaft
FN 42984 m
ISIN AT0000911805

Invitation to the 25th Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting of
Flughafen Wien Aktiengesellschaft on Tuesday, 30 April 2013, at 10 am, in
the Multiversum Schwechat, Möhringgasse 2-4, 2320 Schwechat.

Agenda

  1. Presentation of the annual financial statements and management report,
    the corporate governance report, the consolidated financial statements
    and the group management report and the report of the Supervisory Board
    on the 2012 financial year

  2. Resolution on the use of net profit

  3. Resolution on the release of the members of the Management Board from
    liability for the 2012 financial year

  4. Resolution on the release of the members of the Supervisory Board from
    liability for the 2012 financial year

  5. Resolution on remuneration for the members of the Supervisory Board

  6. Election of the auditor for the financial statements and consolidated
    financial statements for the 2013 financial year

  7. Elections to the Supervisory Board

DOCUMENTATION FOR THE ANNUAL GENERAL MEETING

The following documentation will be available for review by shareholders at
the latest on 9 April 2013 on the company's website under
http://www.viennaairport.com and will also be available at the Annual
General Meeting:

  • Annual financial statements and management report,

  • Corporate governance report,

  • Consolidated financial statements and group management report,

  • Recommendation for the distribution of profit,

  • Report of the Supervisory Board,

each for the 2012 financial year; as well as
- Proposals for resolutions on the various points of the agenda

  • Statements by the candidates for election to the Supervisory Board
    under point 7 of the agenda pursuant to § 87 (2) of the Austrian Stock
    Corporation Act, incl. curricula vitae

  • Form for the granting of a proxy

  • Form for the cancellation of a proxy

  • The complete text of this invitation.

INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED BY §§ 109, 110, 118
AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT

Shareholders whose stakes reach a combined total of 5% of share capital and
who have held these shares for at least three months prior to the filing of
their proposal can petition in writing for the inclusion and announcement
of additional points to the agenda for this Annual General Meeting, if this
request is submitted to the company in writing at the following address no
later than 9 April 2013: 1300 Wien-Flughafen, P.O. Box 1, Mr. Wolfgang
Köberl, General Secretariat. Each point submitted for the agenda in this
manner must include a proposed resolution together with a statement of the
reasons. Proof of the status as a shareholder must be provided by a
depository confirmation as described § 10a of the Austrian Stock
Corporation Act; this confirmation must verify that the shareholder(s)
filing the motion has (have) held these shares for a least three months
prior to the proposal and may not be older than seven days when it is
submitted to the company. Further requirements for depository confirmation
are listed under the section on the right to participate in the Annual
General Meeting.

Shareholders whose stakes reach a combined total of 1% of share capital
can submit written proposals for resolutions, together with a statement of
the reasons, for any point on the agenda and require that these proposals,
together with the statement of reasons and any statement by the Management
Board or Supervisory Board, be published on the company's website, if this
request is submitted to the company in writing no later than 19 April 2013
by telefax to +43(0)1-7007/23622 or by mail to 1300 Wien-Flughafen, Mr.
Wolfgang Köberl, General Secretariat, or by e-mail to
[email protected], whereby in this case the written request must be
attached to the e-mail, e.g. as a pdf-file. The nomination of candidates to
the Supervisory Board should include a statement by the nominee pursuant to
§ 87 (2) of the Austrian Stock Corporation Act instead of the
above-mentioned reasons. Proof of the status as a shareholder must be
provided by a depository confirmation as described § 10a of the Austrian
Stock Corporation Act; this confirmation may not be older than seven days
when it is submitted to the company. Further requirements for depository
confirmation are listed under the section on the right to participate in
the Annual General Meeting.

On request, every shareholder must be provided with information concerning
the business matters of the company at the Annual General Meeting, if this
information is necessary for the correct evaluation of a point on the
agenda.

This request for information may be refused if, according to reasonable
business judgment, it could result in significant damage for the company or
a subsidiary, or if the provision of this information is punishable under
law.

In order to ensure the efficient handling of issues, inquiries whose
responses require lengthy preparation should be submitted in writing to the
Management Board on a timely basis prior to the Annual General Meeting.
These inquiries may be submitted to the company by mail at 1300
Wien-Flughafen or by telefax to +43(0)1-7007/23622.

Every shareholder is entitled to make a proposal to any point of the
agenda. Nominations to the Supervisory Board can only be made by
shareholders whose stakes reach a combined total of at least 1% of share
capital (point 7 of the agenda). All such nominations must be received by
the company no later than 19 April 2013 as indicated above. Each nomination
must include a statement by the nominee pursuant to § 87 (2) of the
Austrian Stock Corporation Act on his/her professional qualifications,
professional or similar functions and any circumstances that could raise
questions over possible bias.

Additional information on these shareholder rights as defined in §§ 109,
110, 118 and 119 of the Austrian Stock Corporation Act are now available on
the company's website under http://www.viennaairport.com.

PROOF OF SHAREHOLDING AND PARTICIPATION IN THE ANNUAL GENERAL MEETING

Eligibility to participate in the Annual General Meeting and to exercise
voting rights and other shareholder rights that apply to the Annual General
Meeting are based on the shareholding at the end of the day on 20 April
2013 (date for proof of shareholding).

A person is only eligible to participate in the Annual General Meeting, if
he/she is a shareholder on this date and proves this status to the company.

Proof of the shareholding must be provided by a depository confirmation as
defined in § 10a of the Austrian Stock Corporation Act. This confirmation
must be sent to the company no later than 25 April 2013 at one of the
following addresses.

Via mail or messenger to:
Flughafen Wien Aktiengesellschaft
Investor Relations
Attn.: Mr. Mario Santi
1300 Flughafen-Wien

Via telefax to:
+43 (1) 8900 500 - 88

Via e-mail to:
[email protected], whereby the written depository
confirmation must be attached to the e-mail, e.g. as a
pdf-file.

Flughafen Wien Aktiengesellschaft will no longer accept depository
confirmations and statements pursuant to § 114 (1) fourth sentence of the
Austrian Stock Corporation Act via an international, secured financial
institution communications network (SWIFT) because other electronic
communication alternatives (telefax and e-mail) are now available. This
decision is based on the fact that the depository institutions did not use
SWIFT for electronic communications related to previous Annual General
Meetings of Flughafen Wien Aktiengesellschaft.

Cancelled share certificates

Flughafen Wien Aktiengesellschaft is required by law to replace all bearer
shares in circulation (effective share certificates) with a collective
certificate and to deposit this collective certificate with
Oesterreichische Kontrollbank Aktiengesellschaft. Information on this
subject was provided at the 24th Annual General Meeting. The approval of
this measure by the Commercial Court in Vienna on 10 April 2012 was
followed by three subsequent announcements in the federal gazette of the
Wiener Zeitung, which asked all shareholders of the company holding bearer
shares of common stock as effective share certificates to submit these
certificates no later than 30 October 2012. In accordance with § 67 of the
Austrian Stock Corporation Act in connection with § 262 (29) of the
Austrian Stock Corporation Act, the Management Board passed a resolution on
12 November 2012 cancelling all effective bearer share certificates that
were not submitted. The related announcement in the federal gazette of the
Wiener Zeitung was made on 17/18 November 2012.

These effective share certificates lost their standing as securities upon
cancellation and do not carry the right to participate or vote in the
Annual General Meeting of Flughafen Wien Aktiengesellschaft. Shareholders
who still hold effective share certificates can submit these cancelled
share certificates to UniCredit Bank Austria AG, 1010 Vienna, Schottengasse
6-8, as the submission office, or to their depository institution during
regular business hours. In exchange for the cancelled share certificates, a
credit for the number of submitted common shares can be recorded to a
securities depository named by the shareholder. Shareholders should request
this voucher on a timely basis to ensure its issue no later than 20 April
2013 (date for proof of shareholding) and thereby allow for participation
in the coming Annual General Meeting.

Depository confirmation pursuant to § 10a of the Austrian Stock Corporation
Act

The depository confirmation must be issued by a depository institution
which maintains its registered offices in a member state of the European
Economic Community or in a full member state of the OECD, and must include
the following information:
- Information on the issuer: name/company and address or a code commonly
used in transactions between financial institutions,

  • Information on the shareholder: name/company, address, date of birth
    for natural persons or register and registration number for legal
    entities,

  • Information on the shares: number of shares held by the shareholder,
    ISIN AT0000911805,

  • Depository number or other designation,

  • Period covered by the depository confirmation.

The depository confirmation to verify the shareholding for participation in
the Annual General Meeting must relate to the above date for the proof of
shareholding, i.e. 20 April 2013.

Depository confirmations will be accepted in German or English.

REPRESENTATION BY PROXY

Every shareholder who is entitled to participate in the Annual General
Meeting also has the right to delegate a proxy, who will participate in the
Annual General Meeting on behalf of the shareholder and may exercise the
same rights as the shareholder who he/she represents.

The proxy must designate a specific person (a natural person or legal
entity) in writing, whereby more than one person may be authorised.

The proxy must be sent to the company at one of the following addresses.

Via mail or messenger to:
Flughafen Wien Aktiengesellschaft
Investor Relations
Attn: Mr. Mario Santi
1300 Wien-Flughafen

Via telefax to:
+43 (1) 8900 500 - 88

Via e-mail:
[email protected], whereby the proxy must be
attached to the e-mail in writing, e.g. as a pdf-file

Personally:
Upon registration at the venue for the Annual General Meeting

Forms to grant and cancel proxies will be sent to shareholders on request
and are also available for download on the company's website under
http://www.viennaairport.com.

If a proxy is not to be submitted personally at the registration desk on
the day of the Annual General Meeting, it must be received by the company
no later than 4 pm on 29 April 2013.

The above rules for granting a proxy apply analogously to the cancellation
of a proxy.

Total number of shares and voting rights

The share capital of the company totalled EUR 152,670,000.-- at the time
the invitation to the Annual General Meeting was issued; this share capital
was divided into 21,000,000 bearer shares. Each share carries one voting
right. The company held no treasury shares, either directly or indirectly,
at the time the invitation to the Annual General Meeting was issued.
Therefore, the number of shares eligible for participation and voting
totalled 21,000,000 at the time the invitation to the Annual General
Meeting was issued.

We kindly ask you to plan your arrival in sufficient time for the customary
security checks and to present valid, official photo identification at the
registration desk.

Admission and the distribution of voting cards will begin at 9 am.

The Management Board of Flughafen Wien Aktiengesellschaft
Vienna, March 2013

29.03.2013 DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de


Language: English
Company: Flughafen Wien AG
Postfach 1
1300 Wien-Flughafen
Austria
Phone: +43-1-7007/22826
Fax: +43-1-7007/23806
E-mail: [email protected]
Internet: http://www.viennaairport.com
ISIN: AT0000911805
WKN: 884216
Listed: Freiverkehr in Berlin, München, Stuttgart; Frankfurt in Open
Market ; London, Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service


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