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Flughafen Wien AG

EANS-General Meeting: Flughafen Wien AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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Flughafen Wien Aktiengesellschaft
Schwechat, FN 42984 m
ISIN AT00000VIE62
 
Invitation to the Annual General Meeting
 
We hereby invite our shareholders to the 29th Annual General Meeting of
Flughafen Wien Aktiengesellschaft which will be held on Wednesday, May 31, 2017
at 10 a.m. in Office Park 3, (Object 682), Towerstrasse, A-1300 Wien-Flughafen
(entrance next to the NH Hotel).
 
I.            AGENDA

1.           Presentation of the annual financial statements and management
report, the corporate governance report, the consolidated financial statements,
the Group management report, the resolution on the appropriation of the net
profit and the report of the Supervisory Board on the 2016 financial year
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge of the members of the Management Board for the
2016  financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2016 financial year
5. Election of the auditor for the annual financial statements and consolidated
financial statements for the 2017 financial year
6. Elections to the Supervisory Board
7. Resolution on an amendment to the Articles of Association 
in Section 12 Para.2
8. Resolution on the renewed authorisation to be granted to the Management Board
to buy back the Company's own shares (treasury shares) and to dispose of these
shares whilst revoking the corresponding resolution on agenda item 9 passed by
the Annual General Meeting held on May 31, 2016 granting such authorisation to
the Management Board
 
II.           DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF
INFORMATION ON THE COMPANY WEBSITE
In particular, the following documents will be available on the Website of the
Company at www.viennaairport.com no later than May 10, 2017:


o             Annual financial statements and management report,
o             Corporate governance report,
o             Consolidated financial statements and group management report,
o             Proposal for the appropriation of the net profit,
o             Report of the Supervisory Board,


all with respect to the 2016 financial year;


o             Proposals for resolutions on items 2-8 of the agenda,
o             Declarations of the candidates to be elected to the Supervisory
              Board under item 6 of the agenda pursuant to Section 87
              Para. 2 Austrian Stock Corporation Act (AktG), and the 
              corresponding curriculum vitae,
o             Proxy authorization form,
o             Form for granting a proxy to an IVA representative,
o             Revocation of proxy form,
o             Complete text of this invitation to the Annual General Meeting.
 
III.          RECORD DATE AND PREREQUISITES FOR PARTICIPATING 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 day on May 21, 2017 (record date to
provide proof of share-holding).

A person is only eligible to participate in the Annual General Meeting, if he/
she is a shareholder on this record date and is able to supply sufficient proof
of this status to the Company.

Proof of the shareholding must be provided by a depository confirmation as
stipulated in Section 10a AktG. This confirmation must be sent to the Company in
written form no later than May 26, 2017 (12 a.m. midnight) exclusively via one
of the following communication channels and addresses:
 
By mail or messenger:

               Flughafen Wien Aktiengesellschaft
               c/o HV-Veranstaltungsservice GmbH
               Köppel 60
               A-8242 St. Lorenzen am Wechsel
 

By e-mail or electronic document in the form of a PDF with a qualified
electronic signature: 
anmeldung.flughafenwien@hauptversammlung.at
 
By SWIFT: GIBAATWGGMS
(message type MT598 or MT599; the text must include ISIN AT00000VIE62)
 
Gladly by fax in advance: +43 (0)1 8900 500 - 88
 
Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a deposit confirmation.

The record date has no effect on the saleability of the shares and has no
bearing on dividend rights.
 
Depositary confirmation pursuant to Section 10a AktG

The depository confirmation must be issued by a depository institution which
maintains its registered offices in a member state of the European Economic Area
or in a full member state of the OECD, and must include the following
information:
 
o  Information on the issuer: name/company and address or a code commonly used
in 
businesstransactions between financial institutions (BIC),
o  Information on the shareholder: name/company, address, date of
birth for natural persons, and if applicable,register and registration number
for legal persons in the legal person's country of origin,
o  Information on the shares: number of shares held by the shareholder, 
ISIN AT00000VIE62,
o  Depository number or other designation,
o  Period covered by the depository confirmation.
 
The depository confirmation to verify the shareholding as the basis for
participation in the Annual General Meeting must relate to the above-mentioned
record date for the proof of shareholding, i.e. May 21, 2017 (12 a.m. midnight,
CEST, local Vienna time). Depository confirmations may be submitted in German or
English.
 
Proof of identity

For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
General Meeting.
 
IV.          POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED

Every shareholder who is entitled to participate in the Annual General Meeting
and has provided sufficient proof to the Company as described in point III of
this invitation is also entitled to appoint a representative, who will
participate in the Annual General Meeting on behalf of the shareholder and who
is vested with the same rights as the shareholder who he or she represents.
 
The proxy must designate a specific person (natural or legal) in text form
(Section 13 Para. 2 AktG). It is also possible to appoint several proxy holders.

The proxy can be appointed before or even during the Annual General Meeting.
 
We offer the following communication channels and addresses as means to convey
the appointment of a proxy holder:
 
By mail or messenger:

               Flughafen Wien Aktiengesellschaft
               c/o HV-Veranstaltungsservice GmbH
               Köppel 60
               A-8242 St. Lorenzen am Wechsel


By fax:  +43 (1) 8900 500 - 88
 
By e-mail:  anmeldung.flughafenwien@hauptversammlung.at, (whereby the written
proxy authorization may be attached to the e-mail as a PDF file).
 
The appointment of a proxy holder must be received by the Company no later than
May 30, 2017 at 4:00 p.m., exclusively at one of the previously listed
addresses, unless they are submitted at the entry or exits check at the Annual
General Meeting.

A form for the appointment (or revocation) of a proxy holder can be downloaded
from the Company's Website at www.viennaairport.com. In order to ensure problem-
free processing, we request that you only use the forms which have been made
available. Details on appointing a proxy, especially the text form and contents
of the proxy, are derived from the proxy authorization form made available to
shareholders.

If the shareholder has appointed the depositary bank (Section 10a AktG) as her
or his proxy, it will suffice if the shareholder submits a declaration, via the
communication channels stipulated for this purpose, stating that the depositary
bank was appointed to serve as the proxy.

Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorisation.
The aforementioned instructions concerning the granting of proxy authorisation
also apply analogously to the revocation of proxy.
 
Independent voting representative

As a special service, a representative of the Austrian Shareholder Association
IVA (Interessenverband für Anleger) Feldmühlgasse 22, 1130 Vienna, will be
available as an independent representative to exercise voting rights on behalf
of
shareholders at the Annual General Meeting and to comply with instructions from
the shareholder in exercising these rights. A special form for the designation
of IVA as a shareholder representative is available on the Company's Website at
www.viennaairport.com. In addition, Mr. Wilhelm Rasinger from IVA may be
directly contacted by the shareholder

at +43 1 8763343/42,

per fax at +43 1 8763343/49

or via

e-mail at  wilhelm.rasinger@iva.or.at.
 
V.           INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS
109, 110, 118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)
 
1.           Additions to the agenda pursuant to Section 109 AktG
Shareholders whose total shareholding equals 5% or more of the Company's share
capital and who have held these shares for at least three months prior to the
filing of their proposal can request in writing that additional items be put on
the agenda of this Annual General Meeting, if this request is submitted to the
Company in writing no later than May 10, 2017 (12 a.m. midnight) at the address
Mr. Wolfgang Köberl, General Secretariat, A-1300 Wien-Flughafen. Each item
submitted for the agenda in this manner must include a proposed resolution
together with a statement explaining the reasons for such a proposal. Proof of
the status as a shareholder must be provided by depository confirmation as
stipulated in Section 10a AktG. This confirmation must verify that the
shareholder(s) filing the motion has (have) held these shares for at 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 (point III).
 
2.           Draft resolutions on agenda items submitted by shareholders
pursuant to Section 110 AktG
Shareholders whose total shareholding equals 1% or more of the Company's share
capital may submit written proposals for resolutions including a statement
explaining the reasons for any item on the agenda of this Annual General Meeting
and require that these proposals, together with the statement explaining the
reasons and any statement by the Management Board or Supervisory Board, be
published on the Website of the Company as entered into the Commercial Register,
if this request is submitted to the Company in writing no later than May 19,
2017 (12 a.m. midnight) either by fax at +43(0)1-7007/23622  or per mail to the
address Mr. Wolfgang Köberl, General Secretariat, A-1300 Wien-Flughafen, or per
e-mail at  fwag-hauptversammlung@viennaairport.com, whereby the written request
must be attached to the e-mail, e.g. as a PDF file. In the case of a proposal
for the election of a Supervisory Board member, the declaration of the proposed
candidate pursuant to Section 87 Para. 2 AktG is to be included instead of the
statement explaining the reasons.

Proof of the status as a shareholder must be provided by depository confirmation
as stipulated in Section 10a AktG provided that this confirmation is not more
than seven days old 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 (point III).

3.           The right of shareholders to obtain information pursuant to Section
118 AktG
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 to enable the shareholder to properly evaluate any item
on the agenda. This obligation to provide information also covers the Company's
legal relations with an associated company as well as the status of the Group
and companies included in the consolidated financial statements.

This request for information may be refused if by the Company, according to
sound business judgment, it could result in significant damage to the Company or
a subsidiary, or if the provision of this information would comprise a criminal
offense punishable under law.

In accordance with Section 14 of the Articles of Association, the chairperson of
the Annual General Meeting may set appropriate limits for the time allotted to
speakers and the time allotted for questions. He or she may set general and
individual limitations, especially at the beginning of but also during the
Annual General Meeting, for speaking time and time for posing questions.

Generally, the request for information on the part of shareholders at the Annual
General Meeting is to be submitted orally, but may also be submitted in written
form.

Any questions whose responses require lengthy preparation should, in the
interest of holding an efficient meeting, be submitted in written form to the
Management Board in due time prior to the Annual General Meeting. Questions may
be submitted by fax to +43 (0) 7007-23622 or via e-mail to fwag- 
hauptversammlung@viennaairport.com.
 
4.           Proposing motions at the Annual General Meeting pursuant to Section
199 AktG
Every shareholder, regardless of the extent of shareholding, is entitled to
bring forward motions in respect to each item on the agenda at the Annual
General Meeting. This right to bring forward a motion is contingent upon proof
of the right to participate in the Annual General Meeting as stipulated in the
invitation. 

If several motions have been proposed for one item on the agenda, the Chairman
of the Annual General Meeting determines the order of voting pursuant to Section
119 Para. 2 AktG.

However, a shareholder proposal pertaining to the election of a Supervisory
Board member requires the timely transmission of a proposed resolution pursuant
to Section 110 AktG. Persons may only be proposed as candidates for election to
the Supervisory Board (item 6 of the agenda) by shareholders whose total
shareholding equals 1% of more of the Company's share capital. Such election
nominations must be received by the Company no later than May 19, 2017 in the
aforementioned manner (point V Para. 2). Every nomination for election to the
Supervisory Board must be accompanied by a statement of the proposed person
pursuant to Section 87 Para. 2 AktG with respect to his or her professional
qualifications, professional or comparable positions and all the circumstances
that may give rise to concerns of partiality. Otherwise, the shareholder
proposal for the election of a Supervisory Board member will not be taken into
consideration at voting time.
 
5.           Information on the Website
Additional information on shareholder rights as stipulated in Sections 109, 110,
118 and 119 AktG is available on the Company's Website at www.viennaairport.com.
 
VI.          FURTHER DICSLOSURES AND INFORMATION

Total number of shares and voting rights

The share capital of the company totalled EUR 152,670,000 at the time this
invitation to the Annual General Meeting was issued. The share capital was
divided into 84,000,000 non-par value bearer shares. Each share carries one
voting right. Accordingly, the total number of voting rights amounted to
84,000,000 voting rights at the time the invitation to the Annual General
Meeting was issued. The company held no treasury shares, either directly or
indirectly, at the time the invitation to the Annual General Meeting was issued.

The Management Board

Schwechat, April 2017


Further inquiry note:
Investor Relations:
Mag. Judit Helenyi (+43-1)7007-23126;  j.helenyi@viennaairport.com
Mario Santi (+43-1)7007-22826;  m.santi@viennaairport.com

end of announcement                               euro adhoc 
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issuer:      Flughafen Wien AG
             Postfach  1
             A-1300 Wien-Flughafen
phone:       +43 1 7007 - 22826
FAX:         +43 1 7007 - 23806
mail:         investor-relations@viennaairport.com
WWW:         http://viennaairport.com/unternehmen/investor_relations
sector:      Transport
ISIN:        AT00000VIE62
indexes:     ATX Prime
stockmarkets: official market: Wien 
language:   English

Original content of: Flughafen Wien AG, transmitted by news aktuell

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