Ad-hoc | 20 October 2000 11:31

Ad hoc-Service: Flughafen Wien AG Share Buyba

Ad hoc-Mitteilung übermittelt durch die DGAP. Für den Inhalt der Mitteilung ist allein der Emittent verantwortlich. —————————————————————————— Flughafen Wien AG announces Share Buyback and Restructuring of Ownership The management board of Flughafen Wien AG (Vienna International Airport; “VIE”) has today announced details of the company’s plans to buy back 10% of the company’s share capital by way of an open offer to shareholders. As part of the overall scheme, the ownership of the company is being restructured such that by the end of the process the City of Vienna and the Region of Lower Austria will have increased their shareholdings from 17.38% each to 20% each and ÖIAG, the Austrian state industrial holding company, will have reduced its 17.38% shareholding to zero. THE SHARE BUYBACK VIE will shortly be calling for an Extraordinary General Meeting (“EGM”) on 15 November to seek shareholder approval for the buyback by VIE of 10% of the company’s share capital. In order to ensure equal treatment of all shareholders, the buyback will be by way of an open offer – subject to approval of the Austrian Take-Over-Commission. The price has today been fixed at EUR 45 per share. The closing price of VIE’s shares yesterday, 19 October, was EUR 38.20. Full details of the buyback will be published in due course. The buyback shares will be placed in an independent trust established to hold the shares for the benefit of employees of Vienna International Airport. The dividends from the shares held by the trust will be used to replace the current employee programme which sets aside 6% of EBIT for distribution amongst employees. RESTRUCTURING OF OWNERSHIP Earlier this year ÖIAG made known its intention to effect an orderly disposal of its 17.38% shareholding in VIE. On 20 October 2000 ÖIAG sold 550,000 shares to each of the City of Vienna and Lower Austria, which now each own 20% of VIE. Neither the City of Vienna nor Lower Austria intend to change their ownership of VIE for the foreseeable future; neither will participate in the share buyback and they have both relinquished their pre-emptive right to purchase the remaining shares in VIE held by ÖIAG. ÖIAG currently owns 12.14% of VIE and has declared its intention to participate in the share buyback. Following the share buyback ÖIAG intends at an appropriate time to dispose of its remaining shares in the market in an orderly fashion and subject to market conditions. BENEFITS TO SHAREHOLDERS AND EMPLOYEES The overall share buyback and ownership restructuring scheme has been developed by the management board of VIE to provide a number of key benefits: – the share buyback will return surplus cash to shareholders, improve the company’s capital structure and improve its WACC (weighted average cost of capital). – the overall state-related shareholding will fall to 40 per cent of the share capital. VIE will become one of only 3 listed airports in Europe where the state owns less than 50 per cent of the share capital. – the dividends paid on shares held by the independent trust will be distributed to employees, thereby aligning the interests of employees more closely to those of shareholders. By replacing the existing employee programme VIE’s EBIT will be increased by 6%. Commenting on the scheme, Herbert Kaufmann, speaker of the management board of VIE, said: “I am delighted to announce these proposals which have been developed in close consultation with our shareholders and employees. The scheme clearly demonstrates the new management team’s commitment to creating shareholder value and incentivising employees.” The share buyback and the disposal of ÖIAG’s remaining stake in VIE are being organised by UBS Warburg and CAIB together. Ende der Mitteilung