Flughafen Wien AG / Announcement of the Convening of the General Meeting Flughafen Wien AG: Invitation to the 22nd 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. ------------------------------------------------------------------------------ as published in the Wiener Zeitung Nr.060 - 29 March 2011, page 37 Flughafen Wien Aktiengesellschaft FN 42984 m ISIN AT0000911805 Invitation to the 22nd Annual General Meeting We hereby invite our shareholders to the Annual General Meeting of Flughafen Wien Aktiengesellschaft on Friday, 29 April 2011, at 10 am, in the Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1. 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 2010 financial year 2. Resolution on the distribution of profit 3. Resolution on the release of the members of the Management Board from liability for the 2010 financial year 4. Resolution on the release of the members of the Supervisory Board from liability for the 2010 financial year 5. Resolution on remuneration for the members of the Supervisory Board for the 2010 financial year 6. Election of the auditor for the financial statements and consolidated financial statements for the 2011 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 8 April 2011 at the registered offices of the company, 1300 Wien-Flughafen, Office Park 1, Investor Relations Department, Mr. Mario Santi: - 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 2010 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 (point 7 of the agenda) in accordance with § 87 (2) of the Austrian Stock Corporation Act. These documents as well as the full transcript of this invitation and the forms for the granting and cancellation of a proxy in accordance with § 114 of the Austrian Stock Corporation Act will also be available in the Internet under http://www.viennaairport.com/hv beginning on 8 April 2011 and at the Annual General Meeting. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED BY §§ 109, 110 AND 118 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 8 April 2011: 1300 Wien-Flughafen, P.O. Box 1, 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. For bearer shares held in a depository, proof of the status as a shareholder may be provided by the submission of 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 2011 by telefax to +43(0)1-7007/23622 or by mail to 1300 Wien-Flughafen, P. O. Box 1, Wolfgang Köberl, General Secretariat, or by e-mail to HV2011@viennaairport.com, whereby in this case the written request must be attached to the e-mail, e.g. as a pdf-file. For nominations to the Supervisory Board, a statement by the nominee in accordance with § 87 (2) of the Austrian Stock Corporation Act must be submitted in place of the reasons for a proposal. For bearer shares held in a depository, proof of the status as a shareholder for the exercise of this shareholder right may be provided by the submission of 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, P.O. Box 1, or by telefax to +43(0)1-7007/23622. Every shareholder is entitled to make a proposal to any point of the agenda. Nominations for election to the Supervisory Board (point 7 of the agenda) can only be made by shareholders whose combined stake equals at least 1% of share capital. These nominations must be received by the company no later than 19 April 2011 as described above. Each nomination must include a statement by the nominee pursuant to § 87 (2) of the Austrian Stock Corporation Act concerning his/her professional qualifications, professional or comparable functions and any circumstances that could raise concerns over possible bias. Additional information on these shareholder rights as defined in §§ 109, 110 and 118 of the Austrian Stock Corporation Act are available immediately on the company's website under http://www.viennaairport.com/hv. 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 or, if interim certificates have been issued, on listing in the register of shareholders at the end of 19 April 2011 (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. Bearer shares held in a depository For bearer shares held in a depository, depository confirmation as defined in § 10a of the Austrian Stock Corporation Act is sufficient proof of the shareholding. This confirmation must be sent to the company no later than 26 April 2011 at one of the following addresses. Via mail Flughafen Wien Aktiengesellschaft Investor Relations Attn: Mr. Mario Santi P.O. Box 1 1300 Flughafen-Wien Via SWIFT GIBAATWGGMS (Message Type MT598; ISIN AT0000911805 must be included with the text) Via telefax: +43 (1) 8900 500 - 50 Via w-mail anmeldung.flughafenwien@hauptversammlung.at, whereby the written depository confirmation must be attached to the e-mail, e.g. as a pdf-file Bearer shares not held in a depository For bearer shares not held in a depository, written confirmation by an Austrian notary public is sufficient proof of the shareholding. This confirmation must be sent to the company at the above-mentioned mailing address no later than the date indicated above. The requirements listed below apply analogously to the confirmation provided by a notary public (with the exception of the depository number). Interim certificates If interim certificates have been issued, only the listing in the register of shareholders on the date for proof of the shareholding is relevant; separate registration is not required to participate in the Annual General Meeting. Depository confirmation in accordance with § 10a of the Austrian Stock Corporation Act The depository confirmation must be issued by the 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 (SWIFT code), - 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. 19 April 2011. Depository confirmations will be accepted in German or English. Shareholders will not be blocked by registration for the Annual General Meeting or by the submission of depository confirmation; shareholders will therefore retain the right to freely dispose over their shares after registration or submission of depository confirmation. 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 Flughafen Wien Aktiengesellschaft Investor Relations Attn: Mr. Mario Santi P. O. Box 1 1300 Wien-Flughafen Via telefax: +43 (1) 8900 500 - 50 Via e-mail anmeldung.viennaairport@hauptversammlung.at, whereby the proxy must be attached to the e-mail in writing, e.g. as a pdf-file Personally: Upon registration for the Annual General Meeting at the Austria Center Vienna 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/hv. If the 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 28 April 2011. The above rules for granting a proxy apply analogously to the cancellation of a proxy. The name of the depository institution should be included on the proxy form to permit the identification of the shareholder. 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. The company does not have more than one class of shares. 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. Vienna, March 2011 The Management Board of Flughafen Wien Aktiengesellschaft 29.03.2011 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 Österreich Phone: +43-1-7007/22826 Fax: +43-1-7007/23806 E-mail: m.santi@viennaairport.com Internet: www.viennaairport.com ISIN: AT0000911805 WKN: 884216 Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in Frankfurt; London, Wien (Amtlicher Handel / Official Market) End of Announcement DGAP News-Service ---------------------------------------------------------------------------