Resolutions of the Ordinary General Meeting of Shareholders of ATHENS

INTERNATIONAL AIRPORT S.A. of the 25th of April 2024

ATHENS INTERNATIONAL AIRPORT S.A. (the "Company") announces that the Ordinary General Meeting of Shareholders took place on April 25th, 2024, day of the week Thursday at 14h00, in a hybrid manner with the physical presence of shareholders at the Sofitel Athens Airport Hotel, and with the participation of shareholders remotely in real time by teleconference. During the said Meeting, 235 shareholders were either present or legally represented, representing 277,469,323 common registered shares and voting rights, out of a total of 300,000,000 common registered shares corresponding to 92.49% of the Company's paid - up share capital. As a result, the General Meeting had the required by the law quorum to resolve on the items of the agenda.

The Ordinary General Meeting of Shareholders resolved as follows:

Item 1

Submission for approval of the annual financial statements for the fiscal year 2023, with the attached thereto Reports of the Board of Directors and the Independent Certified Auditors, as well as the Corporate Governance Statement

The Ordinary General Meeting, following a legal vote with 277,469,092 valid votes corresponding to 99.99% of those present and duly represented shares/voting rights, approved the annual financial statements for the fiscal year 2023, in accordance with the International Financial Reporting Standards (IFRS), with the attached thereto Reports of the Board of Directors and the Independent Certified Auditors, as well as the Corporate Governance Statement, in accordance with L. 4548/2018, as in force.

Shareholders voted against representing 0 votes or 0%.

Shareholders abstained from voting representing 231 votes or 0.000083%.

Item 2

Approval of the appropriation of profits for the fiscal year 2023 and distribution of dividend to shareholders

The Ordinary General Meeting, following a legal vote with 277,469,092 valid votes corresponding to 99.99% of those present and duly represented shares/voting rights, approved the appropriation of profits for the fiscal year 2023 and, in particular, approved the distribution of the remaining dividend for the 2023

ATHENS INTERNATIONAL AIRPORT S.A.¦ G.E.M.I. Reg. No. 2229601000 ¦ 190 19 Spata, Greece ¦ Τel.: +30 210 3535000 www.aia.gr/investors/en

fiscal year amounting to the gross sum of €99 million or €0,33 per share. Furthermore, the Ordinary General Meeting authorised the Board of Directors to take further actions for the implementation of this resolution.

Shareholders voted against representing 0 votes or 0%.

Shareholders abstained from voting representing 231 votes or 0.000083%.

Item 3

Submission of the Annual Report of the Audit Committee for the fiscal year 2023 in accordance with Article 44 § 1(i) of L. 4449/2017

There is no matter to be voted or decided on.

The Ordinary General Meeting was informed about the activities of the Audit Committee during the fiscal year 2023.

Item 4

Approval of the overall management of the Board of Directors of the Company for the fiscal year 2023 as per article 108 of L. 4548/2018 and discharge of the Certified Auditors Accountants from all responsibility and any liability for compensation for the fiscal year 2023

The Ordinary General Meeting, following a legal vote with 276,835,254 valid votes corresponding to 99.77% of those present and duly represented shares/voting rights, approved the overall management of the Company by the Board of Directors during the fiscal year 2023, in accordance with article 108 of Law 4548/2018 and the discharge of the Company's Certified Auditors Accountants from all responsibility and any liability for compensation for their activities during the fiscal year 2023 in accordance with article 117 of L. 4548/2018.

Shareholders voted against representing 633,838 votes or 0.228435%. Shareholders abstained from voting representing 231 votes or 0.000083%.

Item 5

Approval of the remuneration and compensation paid to the members of the Board of Directors and its Committees for the fiscal year 2023 and pre-approval of the payment of remuneration and compensation for the fiscal year 2024

The Ordinary General Meeting, after a legal vote with 277,469,092 valid votes corresponding to 99.99% of those present and duly represented shares/voting rights, approved,

ATHENS INTERNATIONAL AIRPORT S.A.¦ G.E.M.I. Reg. No. 2229601000 ¦ 190 19 Spata, Greece ¦ Τel.: +30 210 3535000 www.aia.gr/investors/en

Α) based on the pre-approval of the previous Ordinary General Meeting held on 05.05.2023, the amounts paid as compensation for the participation of the Board members in the meetings of the Board of Directors and its Committees and in particular: for Mr. Riccardo Lambiris the amount €123,600, for Mr. Evangelos Peter Poungias the amount of €63,600, for Mr. Robert Goebbels the amount of €58,800, for Mr. Ian Andrews the amount of €33,600, for Mr. Dimitrios Diakopoulos the amount of €38,400, for Mr. Sven Erler the amount of €64,320, for Mr. Konstantinos Kollias the amount of €52,800, for Mr. Charalambos Pamboukis the amount of €33,600 and for Ms. Charikleia Sinaniotou the amount of €40,320, i.e. a total amount of €509,040.

  1. pre-approvedthe payment of compensation and remuneration to be paid to the members of the Board of Directors for their participation in the meetings of the Board of Directors and its Committees for the current fiscal year 2024 until the following Ordinary General Meeting up to the total gross amount of €682,000, in accordance with Article 109 of L. 4548/2018 as in force and within the framework of the approved Remuneration Policy.

Finally, granted to the Board of Directors the authority to determine the gross compensation and remuneration paid to each Board member for his/her participation in the meetings of the Board of Directors and its Committees.

Shareholders voted against representing 0 votes or 0%.

Shareholders abstained from voting representing 231 votes or 0.000083%.

Item 6

Election of the firm of Certified Auditors Accountants for the audit of the annual and interim financial statements, the audit for the issuance of the tax certificate and the execution of the agreed upon procedures audits for the fiscal year 2024 and determination of their fees

The Ordinary General Meeting, following a legal vote with 257,635,669 valid votes corresponding to 92.85% of those present and duly represented shares/voting rights, decided to assign the statutory audit of the annual and interim financial statements of the Company for the current fiscal year 2024, the tax compliance audit for the year 2024 and the conduct of the upon agreed procedures audits to the firm of Certified Auditors Accountants under the name of "Ernst & Young (Hellas) Certified Auditors Accountants S.A." (Institute of CPA (SOEL) Reg. No.: 107 - TIN 094316657), a company having is seat in Marousi at 8B, Chimarras str., Postal Code 151 25, for the amount of €236,000 plus VAT.

The Ordinary General Meeting further resolved to appoint: a. Mr. Vassilios Tzifas, Certified Auditor Accountant with Institute of CPA (SOEL) Reg. No.:30011, with TIN 112637183, holder of ID number X694576, resident of Glyfada, 35, Zamanou str., Postal Code 16674, as statutory Certified Auditor Accountant and b. Ms Maria Chatziantoniou, Certified Auditor Accountant with Institute of CPA (SOEL) Reg.

ATHENS INTERNATIONAL AIRPORT S.A.¦ G.E.M.I. Reg. No. 2229601000 ¦ 190 19 Spata, Greece ¦ Τel.: +30 210 3535000 www.aia.gr/investors/en

No.:25301, with TIN 109800975, holder of ID number AI628624, resident of Penteli, 27 Gladstonos str., as Alternate Certified Auditor Accountant.

Shareholders voted against representing 15,945,188 votes or 5.746649%. Shareholders abstained from voting representing 3,888,466 votes or 1.401404%.

Item 7

Distribution of a portion of the retained earnings and the distributable reserves for fiscal year 2023 as extraordinary performance reward to members of the Management and Executive Directors of the Company - Granting of authorizations

The Ordinary General Meeting, following a legal vote with 252,989,738 valid votes corresponding to 91.18% of those present and duly represented shares/votes, approved to distribute a portion of the retained earnings and the distributable reserves for fiscal year 2023 amounting up to €4,7 million as an extraordinary performance reward to Executive Directors and members of the Management of the Company and, authorized the Board of Directors to proceed to all actions required for the implementation of this resolution, in accordance with the Variable Remuneration System for Management, the approved by the General Meeting Remuneration Policy and the applicable legislation. The Board of Directors may delegate part of the powers conferred on it under the above provisions to one or more of its members.

Shareholders voted against representing 24,476,754 votes or 8.821427%. Shareholders abstained from voting representing 2,831 votes or 0.001020%.

Spata, 26 April 2024

ATHENS INTERNATIONAL AIRPORT S.A.¦ G.E.M.I. Reg. No. 2229601000 ¦ 190 19 Spata, Greece ¦ Τel.: +30 210 3535000 www.aia.gr/investors/en

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

AIA - Athens International Airport SA published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 14:18:00 UTC.