EQS-AGM: Flughafen Wien AG: Convening of the 37th Annual General Meeting
EQS-News: Flughafen Wien AG / Announcement of the Convening of the General
Meeting
Flughafen Wien AG: Convening of the 37th Annual General Meeting
07.05.2025 / 07:30 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
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Flughafen Wien Aktiengesellschaft
Schwechat, FN 42984 m ISIN AT00000VIE62
(“Company”)
Convening of the
37^th Annual General Meeting
We hereby invite our shareholders to the 37^th Annual General Meeting of
Flughafen Wien Aktiengesellschaft on Friday, 6 June 2025, at 11:00 (Vienna
time), at 1300 Wien-Flughafen, Office Park 4, Towerstrasse 3, Location:
Vienna Airport Conference & Innovation Center, Room Runway 1.
I. Agenda
1. Presentation of the annual financial statements, management report and
corporate governance report, the consolidated financial statements and
Group management report, the proposal for the appropriation of profit,
and the Supervisory Board’s report for financial year 2024
2. Resolution on the appropriation of net retained profits
3. Resolution to discharge the members of the Management Board for
financial year 2024
4. Resolution to discharge the members of the Supervisory Board for
financial year 2024
5. Appointment of the auditor of the financial statements and
consolidated financial statements and of the auditor of the
sustainability report for financial year 2025
6. Resolution on the remuneration report
7. Resolution on the remuneration policy
II. Documents for the Annual General Meeting; publication of
information on the website
In accordance with Section 108 (3) and (4) Austrian Stock Corporation Act
(AktG), the following documents, in particular, will be available on the
website of the Company, as listed in the commercial register at
[1] www.viennaairport.com, no later than 16 May 2025:
• Annual financial report 2024, containing:
• Annual financial statements, including the management report
• Consolidated financial statements, including the Group management
report
• Consolidated corporate governance report 2024
• Report of the Supervisory Board 2024
• Proposal for the appropriation of profit
• Resolutions proposed by the Supervisory Board and the Management Board
• Remuneration report 2024
• Remuneration policy 2025
• Form for appointing a proxy
• Form for appointing a proxy and instructing a representative of the
Austrian Shareholder Association (IVA)
• Form for revoking authorisation of a proxy
• Full text of this notice convening the meeting
III. Record date and requirements for attending the Annual General
Meeting
Eligibility to attend the Annual General Meeting and to exercise voting
rights and other shareholder rights to be enforced in the context of the
Annual General Meeting shall be based on shareholdings at the end of
27 May 2025 (23:59, Vienna time) (record date).
Only shareholders who can provide evidence of their shareholdings to the
Company on this record date shall be eligible to attend the Annual General
Meeting.
In accordance with Section 10a Stock Corporation Act, evidence of
shareholdings on the record date must be submitted in the form of a
deposit certificate which the Company must receive no later than
3 June 2025 (23:59, Vienna time) via one of the following communication
channels and addresses only:
i. for sending the deposit certificate in text form which satisfies the
Articles of Association pursuant to Section 12 (2)
ii. for sending the deposit certificate in written form
We request that shareholders contact their custodian bank to arrange for
the deposit certificate to be issued and sent.
The record date does not affect the saleability of the shares and is not
relevant with respect to dividend entitlements.
Deposit certificate pursuant to Section 10a Stock Corporation Act
The deposit certificate must be issued by a depositary bank that has its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and must include the following information
(Section 10a (2) Stock Corporation Act):
• Issuer details: name/company name and address or a standard code used
for transactions between banks (SWIFT code)
• Shareholder details: name/company name, address, date of birth for
natural persons or register and registration number for legal persons,
as appropriate
• Details of shares: Number of shares held by the shareholder, ISIN
AT00000VIE62 (standard international securities identification number)
• Custody account number, securities account number or other designation
• Date or period to which the deposit certificate relates.
The deposit certificate demonstrating the shareholding for the purposes of
participation in the Annual General Meeting must relate to the end of the
record date of 27 May 2025 (23:59, Vienna time).
The deposit certificate will be accepted in German or English.
Proof of identity
Flughafen Wien Aktiengesellschaft reserves the right to verify the
identity of persons attending the meeting. A person may be refused entry
if it is not possible to verify their identity.
We therefore request that shareholders and their proxies be ready to
present valid government-issued photo identification when registering.
If you are attending the Annual General Meeting as a proxy, please bring
your authorisation in addition to your government-issued photo
identification. If the original version of the authorisation has already
been sent to the Company, please present a copy of this authorisation to
facilitate entry.
IV. Option of and procedure for appointing a representative
Each shareholder who is eligible to attend the Annual General Meeting and
has provided evidence of this to the Company in accordance with the
stipulations of item III of this notice convening the meeting has the
right to appoint a representative to attend the Annual General Meeting on
behalf of the shareholder, with the same rights as the shareholder they
are representing.
The proxy must be a specific (natural or legal) person, authorised in text
form (Section 13 (2) Stock Corporation Act), although it is also possible
to appoint more than one person as proxy.
It is possible to appoint a proxy both before and during the Annual
General Meeting. Please send proxy authorisations using the following
communication channels and addresses:
On the day of the Annual General Meeting only:
Proxy authorisations must be received no later than 4:00 p.m. on
5 June 2025 at one of the above addresses unless presented at the
registration point for the Annual General Meeting on the day of the Annual
General Meeting itself.
A form for appointing a proxy and for revoking the appointment of a proxy
will be available on the Company’s website at [2] www.viennaairport.com no
later than 16 May 2025. Use of one of the forms is not compulsory within
the meaning of Section 114 (3) Stock Corporation Act. However, in the
interests of smooth processing, we request to use the forms provided.
Details regarding the proxy, particularly regarding text form and the
content of the proxy authorisation, can be found on the proxy form sent to
shareholders.
If a shareholder has appointed their depositary bank as their proxy
(Section 10a Stock Corporation Act), it is sufficient for the depositary
bank to issue a declaration that it has been appointed as proxy and to
send this to the Company together with the deposit certificate in the
prescribed manner.
Shareholders can exercise their rights in person at the Annual General
Meeting even after appointing a proxy. Attendance in person shall be
deemed to revoke any authorisation previously issued to a proxy.
The above provisions on appointing a proxy apply analogously to revoking
the appointment of a proxy.
Independent proxy
As a special service for shareholders, a representative from the Austrian
Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, will be
available as an independent proxy to exercise voting rights at the Annual
General Meeting in accordance with instructions. A special proxy form will
be provided for this on the Company’s website [3] www.viennaairport.com no
later than 16 May 2025. Michael Knap from the IVA can also be contacted
directly by phone on +43 1 876 3343-30 or by e-mail to
[4]knap.flughafenwien@hauptversammlung.at.
V. Information on shareholders’ rights in accordance with Sections
109, 110, 118 and 119 Stock Corporation Act
1. Items added to the agenda by shareholders in accordance
with Section 109 Stock Corporation Act
Shareholders whose shares jointly or separately make up 5% of the share
capital and who have held such shares for at least three months prior to
submitting their application can submit a written request for further
items to be added to the agenda of this Annual General Meeting and for
these items to be announced, provided the Company receives such request in
writing by post or courier no later than 16 May 2025 (23:59, Vienna time),
addressed exclusively to
Dr Wolfgang Köberl, MBA, Secretary General, 1300 Vienna Airport or, if
sent by e-mail, with a qualified electronic signature to the e-mail
address fwag-hauptversammlung@viennaairport.com or via SWIFT to the
address GIBAATWGGMS. “In writing” means the handwritten signature or
company signature of each applicant or, if sent by e-mail, with a
qualified electronic signature or, if sent via SWIFT, with message type
MT598 or type MT599, in which case it is essential to include ISIN
AT00000VIE62 in the text.
Each agenda item requested in this way must be accompanied by a proposed
resolution, including a statement of reasons. The agenda item and proposed
resolution, but not the related statement of reasons, must also be
submitted in German in all cases. Evidence of shareholder status must be
submitted in the form of a deposit certificate pursuant to Section 10a
Stock Corporation Act which confirms that the shareholders making the
application have held the shares for at least three months prior and which
may not be more than seven days old at the time of submission to the
Company. Multiple deposit certificates for shares which only jointly
constitute an equity holding of 5% must relate to the same time (date,
time).
Please refer to the information on eligibility to participate for the
other requirements relating to deposit certificates (item III of this
notice convening the meeting).
2. Proposed resolutions from shareholders on the agenda in
accordance with Section 110 Stock Corporation Act
Shareholders whose shares jointly or separately constitute 1% of the share
capital can propose resolutions, together with statements of reasons, in
text form regarding any item on the agenda and request that such
proposals, together with the names of the shareholders concerned, the
attached statements of reasons and any opinions of the Management Board or
the Supervisory Board, be made available on the website of the Company as
listed in the register of companies, provided such request is received by
the Company in text form no later than 27 May 2025 (23:59, Vienna time)
addressed either to Dr Wolfgang Köberl, MBA, Secretary General, 1300
Vienna Airport or sent by e-mail to
[5]fwag-hauptversammlung@viennaairport.com with the request attached to
the e-mail in text form, for example as a PDF document. Where declarations
are required to be submitted in text form within the meaning of Section 13
(2) Stock Corporation Act, they must be submitted in a document or other
form that enables permanent reproduction in written characters, they must
name the person making the declaration, and they must mark the end of the
declaration with a facsimile of the signature or by other means. The
proposed resolution, but not the related statement of reasons, must also
be submitted in German in all cases.
Evidence of shareholder status must be submitted in the form of a deposit
certificate pursuant to Section 10a Stock Corporation Act which may not be
more than seven days old at the time of submission to the Company.
Multiple deposit certificates for shares which only jointly constitute an
equity holding of 1% must relate to the same time (date, time).
Please refer to the information on eligibility attendance for the other
requirements relating to deposit certificates (item III of this notice
convening the AGM).
3. Shareholders’ right to information in accordance with
Section 118 Stock Corporation Act
During the Annual General Meeting, any shareholder may request and shall
be provided with information on the affairs of the Company to the extent
that such information is required in order to make a proper assessment of
the agenda item. This duty to inform also extends to the Company’s legal
relationships with affiliates, as well as to the position of the Group and
of the companies included in the consolidated financial statements.
Information may be withheld to the extent that, according to reasonable
business judgement, it is likely to cause significant harm to the Company
or an affiliate, or its disclosure would constitute a criminal offence.
Pursuant to Article 14 of the Articles of Association, the Chair of the
Annual General Meeting may impose a reasonable time limit on shareholders’
right to speak and ask questions. At the start of the Annual General
Meeting, in particular, but also during, the Chair may issue general and
individual time limits for speaking and asking questions.
Requests for information shall generally be made orally at the Annual
General Meeting, but may also be made in writing.
To ensure the meeting runs efficiently, questions requiring a longer
preparation time may be sent to the Management Board in written or
electronic form in good time prior to the Annual General Meeting.
Questions can be sent to the Company by e-mail to
[6]fwag-hauptversammlung@ viennaairport.com.
4. Motions brought by shareholders at the Annual General
Meeting pursuant to Section 119 Stock Corporation Act
Any shareholder – regardless of the number of shares they hold – is
entitled to file motions on any item on the agenda at the Annual General
Meeting. A shareholder must demonstrate their eligibility to participate
as defined by the notice convening the meeting.
If more than one motion has been brought concerning one agenda item, the
Chair shall determine the order of voting pursuant to Section 119 (3)
Stock Corporation Act.
5. Information on data protection for shareholders
Flughafen Wien Aktiengesellschaft takes data protection very seriously.
Further information can be find in our privacy policy at
www.viennaairport.com/dataprotection.
VI. Further information and notes
Total number of shares and voting rights
At the time of convening the Annual General Meeting, the Company’s share
capital totals € 152,670,000 and is divided into 84,000,000 bearer shares.
Each share carries one vote.
The Company holds 125,319 own shares. These shares do not carry voting
rights or any other rights. Any change to the number of own shares held
prior to the Annual General Meeting, and thus to the total number of
voting rights, shall be announced at the Annual General Meeting.
There is no more than one class of shares.
Schwechat, May 2025 The Management Board
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07.05.2025 CET/CEST
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Language: English
Company: Flughafen Wien AG
Postfach 1
1300 Wien-Flughafen
Austria
Phone: +43-1-7007/23126
Fax: +43-1-7007/23806
E-mail: investor-relations@viennaairport.com
Internet: http://www.viennaairport.com
ISIN: AT00000VIE62
WKN: A2AMK9
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt
(Basic Board), Munich, Stuttgart, Tradegate Exchange; London,
Nasdaq OTC, Vienna Stock Exchange (Official Market)
End of News EQS News Service
2131312 07.05.2025 CET/CEST
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References
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2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c138f7a8161a59de192ba7f0b8405579&application_id=2131312&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c138f7a8161a59de192ba7f0b8405579&application_id=2131312&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
4. knap.flughafenwien@hauptversammlung.at
5. fwag-hauptversammlung@viennaairport.com
6. fwag-hauptversammlung@viennaairport.com
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