Obligation Fraport AG Frankfurt Airport Services Worldwide 1.875% ( XS2324724645 ) en EUR

Fraport AG Frankfurt Airport Services Worldwide

94.23 % ▲

Allemagne

XS2324724645 ( en EUR )

1.875% par an ( paiement annuel )

30/03/2028

Prospectus brochure de l'obligation Fraport AG Frankfurt Airport Services Worldwide XS2324724645 en EUR 1.875%, échéance 30/03/2028

1 000 EUR

800 000 000 EUR

31/03/2025 ( Dans 316 jours )

L'Obligation émise par Fraport AG Frankfurt Airport Services Worldwide ( Allemagne ) , en EUR, avec le code ISIN XS2324724645, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/03/2028

Prospectus dated 22 March 2021

Fraport AG Frankfurt Airport Services Worldwide
(a stock corporation incorporated under the laws of the Federal Republic of Germany,
having its corporate domicile in Frankfurt am Main, Federal Republic of Germany)
EUR [] [] % Fixed Rate Notes due 2028
EUR [] 1.625 % Fixed Rate Notes due 2024
to be consolidated and form a single series (Gesamtemission) with the
EUR 300,000,000 1.625 % Notes due 2024 issued on 9 July 2020
Fraport AG Frankfurt Airport Services Worldwide, Frankfurt am Main, Federal Republic of Germany (the "Issuer") will issue on or
about 31 March 2021 (the "Issue Date") EUR [] [] % Euro-denominated fixed rate notes due 2028 (the "2028 Notes") and EUR []
1.625 % Euro-denominated fixed rate notes due 2024 (the "2024 Notes", and together with the 2028 Notes, the "Notes"). The 2028
Notes will bear interest from and including 31 March 2021 to, but excluding, 31 March 2028 at a rate of [] % per annum, payable
annually in arrear on 31 March in each year, commencing on 31 March 2022. The 2024 Notes will bear interest from and including
9 July 2020 to, but excluding, 9 July 2024 at a rate of 1.625 % per annum, payable annually in arrear on 9 July in each year,
commencing on 9 July 2021.
The 2024 Notes will constitute an increase (Aufstockung) of the EUR 300,000,000 1.625 % Notes due 2024 issued on 9 July 2020
(the "Original Notes"). The 2024 Notes will have the same terms as the Original Notes in all respects (except for the date of issue
and the issue price) and will be consolidated and form a single series (Gesamtemission) with the Original Notes upon exchange of
the temporary global note for the permanent global note.
The 2028 Notes will mature on 31 March 2028 and the 2024 Notes will mature on 9 July 2024.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6 of Regulation (EU) 2017/1129 of the
European Parliament and the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market, as amended (the "Prospectus Regulation"). This Prospectus will be published in electronic
form together with all documents incorporated by reference on the website of the Issuer (www.fraport.com) and on the website of the
Luxembourg Stock Exchange (www.bourse.lu). This Prospectus has been approved by the Commission de Surveillance du Secteur
Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Prospectus Regulation.
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by
the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes
that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. By
approving this Prospectus, the CSSF does not give any undertaking as to the economic and financial soundness of the operation or
the quality or solvency of the Issuer in accordance with Article 6 (4) of the Luxembourg act relating to prospectuses for securities
dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement
(UE) 2017/1129 - the "Luxembourg Law").
The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany") and the
Republic of Austria ("Austria") with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the
Prospectus Regulation and the Luxembourg Law (the "Notification").
Application has been made to list the Notes on the official list (the "Official List") of the Luxembourg Stock Exchange and admit the
Notes to trading on the regulated market "Bourse de Luxembourg" operated by the Luxembourg Stock Exchange which is a regulated
market appearing on the list of regulated markets issued by the ESMA pursuant to Directive 2014/65/EU on markets in financial
instruments, as amended (a "Regulated Market").
The Notes are issued in bearer form with a denomination of EUR 1,000 each.
The 2028 Notes have been assigned the following securities codes: ISIN XS2324724645, Common Code 232472464, WKN A3E5F0.
The 2024 Notes have been assigned the following securities codes: ISIN XS2198798659, Common Code 219879865, WKN A3E443
and the following temporary securities codes upon exchange of the temporary global note for the permanent global note:
ISIN XS2324722607, Common Code 232472260, WKN A3E5FZ.
The aggregate principal amount, the number of notes, the issue price, the rate of interest (2028 Notes only), the estimated net
proceeds of the issue, the yield and the expenses of the issue for each series of the Notes will be included in the Pricing Notice (as
defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be published on the website of the Issuer
(www.fraport.com) and on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.

Joint Lead Managers
BNP PARIBAS
Commerzbank
Bayerische Landesbank
DZ BANK AG
Landesbank Baden-Württemberg

RESPONSIBILITY STATEMENT
Fraport AG Frankfurt Airport Services Worldwide (the "Issuer", "Fraport AG", "Fraport" or the "Company", and
together with its subsidiaries and affiliates taken as a whole, the "Fraport Group" or the "Group") with its
registered office in Frankfurt am Main, Germany accepts responsibility for the information contained in this
Prospectus and the Pricing Notice and hereby declares that to the best of its knowledge the information contained
in this Prospectus and the Pricing Notice is in accordance with the facts and contains no omission likely to affect
its import.

The Issuer has further confirmed to the Joint Lead Managers that (i) this Prospectus and the Pricing Notice
contains all information with respect to the Issuer and to the Notes which is material in the context of the issue
and offering of the Notes, including all information which, according to the particular nature of the Issuer and of
the Notes, is necessary to enable investors and their investment advisers to make an informed assessment of the
assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the Group and of the
rights attached to the Notes; (i ) the statements contained in this Prospectus relating to the Issuer, the Group and
the Notes are in every material respect true and accurate and not misleading; (i i) there are no other facts in
relation to the Issuer, the Group and the Notes the omission of which would, in the context of the issue and offering
of the Notes, make any statement in the Prospectus and the Pricing Notice misleading in any material respect;
and (iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the trueness
and accuracy of all such information and statements contained herein.

NOTICE
This Prospectus should be read and understood in conjunction with any supplement to this Prospectus and with
any documents incorporated herein by reference.

No person is authorised to give any information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus nor
any offering, sale or delivery of any Notes made hereunder shal , under any circumstances, create any implication
(i) that the information in this Prospectus is correct as of any time subsequent to the date hereof or, as the case
may be, subsequent to the date on which this Prospectus has been most recently amended, or supplemented, or
(i ) that there has been no adverse change in the financial situation of the Issuer which is material in the context
of the issue and sale of the Notes since the date of this Prospectus unless otherwise described in this Prospectus
or, as the case may be, the date on which this Prospectus has been most recently amended or supplemented, or
the balance sheet date of the most recent financial statements which are deemed to be incorporated into this
Prospectus by reference or (i i) that any other information supplied in connection with the issue of the Notes is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. To the extent permitted by the laws of any relevant jurisdiction, the Joint Lead Managers are
not responsible for the information contained in this Prospectus or any supplement hereof, or the Pricing Notice
or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws
of any relevant jurisdiction, none of the Joint Lead Managers accepts any responsibility for the accuracy and
completeness of the information contained in any of these documents. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness of the Issuer.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such offer or solicitation.

The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. For a description of the restrictions
applicable in the European Economic Area in general, the United States of America and its Territories, the United
Kingdom of Great Britain and Northern Ireland, Japan, and Switzerland see "Sel ing Restrictions". In particular,
the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain limited exceptions, the
Notes may not be offered, sold or delivered within the United States or to U.S. persons.

2

MiFID II Product Governance Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes
is eligible counterparties, professional and retail clients, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (i ) al channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "Distributor") should take into consideration the manufacturers' target
market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels. The Issuer is not a manufacturer or Distributor for the purposes
of MiFID II.

UK MiFIR Product Governance Solely for the purposes of the manufacturer's product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes
is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"),
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA ("UK MiFIR") and retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), and (ii) al channels
for distribution of the Notes are appropriate. Any Distributor should take into consideration the manufacturer's
target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels. The Issuer is not a manufacturer or Distributor
for the purposes of UK MiFIR.

The legal y binding language of this Prospectus is English. Any part of this Prospectus in German language
constitutes a translation, except for the conditions of issue of the Notes in respect of which German is the legally
binding language.

This Prospectus may only be used for the purpose for which it has been published. This Prospectus may
not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and
should not be considered as a recommendation by the Issuer or the Joint Lead Managers that any
recipient of this Prospectus should subscribe or purchase any Notes. Each recipient of this Prospectus
shall be taken to have made its own investigation and appraisal of the condition (financial and otherwise)
of the Issuer.

Validity of this Prospectus will expire on 22 March 2022. The obligation to supplement a prospectus in the event
of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no
longer valid.

The information on any website included in this Prospectus do not form part of this Prospectus, except for the
information incorporated by reference into this Prospectus, and has not been scrutinized or approved by the
CSSF.

In connection with the issue of the Notes, Commerzbank Aktiengesellschaft (the "Stabilising Manager") (or
persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation might not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 calendar days after the Issue Date and 60 calendar days after the date of
the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager
(or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

3

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "wil ", and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding Fraport Group's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.

Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including Fraport Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. Fraport Group's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk
Factors" and "General Information about the Issuer". These sections include more detailed descriptions of factors
that might have an impact on Fraport Group's business and the markets in which it operates.

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuer nor the Joint Lead Managers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.

4

TABLE OF CONTENTS

Summary of the Prospectus .................................................................................................................... 6
German Summary of the Prospectus .................................................................................................... 13
Risk Factors ........................................................................................................................................... 20
Consent to the use of the Prospectus ................................................................................................... 29
General Information ............................................................................................................................... 30
General Information about the Issuer .................................................................................................... 32
Conditions of Issue ................................................................................................................................ 54
Taxation Warning ................................................................................................................................... 73
Subscription, Sale and Offer of the Notes ............................................................................................. 74
Incorporation by Reference ................................................................................................................... 79
Names and Addresses .......................................................................................................................... 80

5

SUMMARY OF THE PROSPECTUS
1 Introduction and warnings
This Prospectus relates to the public offering in the Grand Duchy of Luxembourg, the Federal Republic of
Germany ("Germany") and the Republic of Austria (the "Offering") and the admission to the regulated market of
the Luxembourg Stock Exchange of Euro-dominated Fixed Rate Notes due 2028 (the "2028 Notes") and Euro-
dominated Fixed Rate Notes due 2024 (the "2024 Notes", and together with the 2028 Notes, the "Notes"). The
2028 Notes' International Securities Identification Number ("ISIN") is XS2324724645 and the 2024 Notes' ISIN is
XS2198798659, with a temporary ISIN XS2324722607. Fraport AG Frankfurt Airport Services Worldwide,
Flughafen, Geb. 178, 60547 Frankfurt am Main, Germany is the issuer of the Notes, E-Mail:
[email protected], Telephone: (+49) 69 690-74840.
The Offering wil be made by the Joint Lead Managers: BNP Paribas, a French stock corporation (Société
Anonyme) operating under the laws of France, 16 boulevard des Italiens Paris, 75009, France, LEI:
R0MUWSFPU8MPRO8K5P83;
Commerzbank
Aktiengesel schaft,
a
German
stock
corporation
(Aktiengesel schaft) operating under the laws of Germany, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am
Main, Germany, LEI: 851WYGNLUQLFZBSYGB56; Bayerische Landesbank, a public law institution (Anstalt des
öffentlichen Rechts) operating under the laws of Germany, Brienner Straße 18, 80333 München, Germany, LEI:
VDYMYTQGZZ6DU0912C88; DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, a
German stock corporation (Aktiengesel schaft) operating under the laws of Germany, Platz der Republik, 60325
Frankfurt am Main, Germany, LEI: 529900HNOAA1KXQJUQ27 and Landesbank Baden-Württemberg, a public
law institution (Anstalt des öffentlichen Rechts) operating under the laws of Germany, Am Hauptbahnhof 2, 70173
Stuttgart, Germany, LEI: B81CK4ESI35472RHJ606.
The Issuer's LEI number is 5299001ERX0K10IZUL40.
The date of approval of this Prospectus is 22 March 2021 and it was approved by the Commission de Surveil ance
du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), 283, route d'Arlon, L-1150 Luxembourg,
E-Mail: [email protected], Telephone: (+352) 26 25 1-1, Fax: (+352) 26 25 1-2601.
This summary should be read as an introduction to this Prospectus. Any decision to invest in the Notes should be
based on a consideration of this Prospectus as a whole by the investor. The Investor could lose all or part of the
invested capital. Where a claim relating to the information contained in this Prospectus is brought before a court,
the plaintiff investor might, under national law, have to bear the costs of translating this Prospectus before the
legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only where this summary is misleading, inaccurate or inconsistent, when read together
with the other parts of this Prospectus, or where it does not provide, when read together with the other parts of
this Prospectus, key information in order to aid investors when considering whether to invest in the Notes.
2
Key information on the issuer of the securities
2.1
Who is the issuer of the securities?
2.1.1 Domicile and Legal Form
The legal and commercial name of the issuer is Fraport AG Frankfurt Airport Services Worldwide (the "Issuer",
"Fraport AG", "Fraport" or the "Company" or together with its subsidiaries and affiliates taken as a whole the
"Fraport Group" or the "Group"). The Issuer's LEI number is 5299001ERX0K10IZUL40. Fraport AG is
incorporated under and is governed by German law and maintains its principal place of business in Germany. The
Issuer's address and registered office is at Flughafen, Geb. 178, 60547 Frankfurt am Main, Germany.
2.1.2 Principal activities
Fraport AG is a publicly listed German stock corporation (Aktiengesel schaft). Fraport AG is the parent company
of Fraport Group, which is one of the leading global airport operator groups with international operations at more
than 30 airports in eleven countries. As at 31 December 2020, Fraport Group had approximately 21,200
employees (31 December 2019: approximately 23,700 employees). The objective of the Issuer is, in particular,
the operation, maintenance, development and expansion of Frankfurt Airport as well as other airports throughout
the world, infrastructure facilities and real estate nationwide and abroad, the provision of services related thereto,
as well as the use and marketing nationwide and abroad of the information and skil s acquired thereby.
2.1.3 Major shareholders
The majority of the shares in Fraport AG are owned by the State of Hesse and Stadtwerke Frankfurt am Main
Holding GmbH. Due to the interest of 31.31 % held by the State of Hesse and 20.48 % held by Stadtwerke
Frankfurt am Main Holding GmbH as well as the consortium agreement concluded between these shareholders
6

on 18 and 23 April 2001 (supplemented on 2 December 2014), Fraport AG is a publicly controlled enterprise.
There exists no control or profit transfer agreement between Fraport AG and its majority shareholders.
2.1.4 Key managing directors
Fraport AG is managed and led by the Executive Board. The Executive Board manages the business of the Group
and must report regulary to the Supervisory Board. The members of the Executive Board are Dr. Stefan Schulte
(Chairman), Anke Giesen, Michael Mül er, Dr. Pierre Dominique Prümm and Dr. Matthias Zieschang.
2.1.5 Statutory auditors
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Friedrich-Ebert-Anlage 35-37, 60327 Frankfurt
am Main, Germany, a member of the German Chamber of Public Accountants (Wirtschaftsprüferkammer), Berlin
is the statutory and independent auditor of the Issuer.
2.2
What is the key financial information regarding the Issuer?
Financial information for the Group and the Company in the Prospectus presented as "audited" has been taken
from the audited consolidated financial statements of the Issuer as of and for the financial years ended 31
December 2020 and 31 December 2019 (together the "Audited Consolidated Financial Statements"). Financial
information for the Group and the Company in the Prospectus presented as "unaudited" has not been taken from
the Audited Consolidated Financial Statements, but has been derived from the Audited Consolidated Financial
Statements, taken or derived from the combined management report or the Company's accounting records or
internal management reporting systems, or is based on calculations using these figures.
Some figures (including percentages) in the Prospectus have been rounded in accordance with commercial
rounding. In some instances, such rounded figures and percentages may not add up to 100 % or to the totals or
subtotals contained in the Prospectus. Furthermore, totals and subtotals in tables may differ slightly from
unrounded figures contained in the Prospectus due to rounding in accordance with commercial rounding.
2.2.1 Selected Information from consolidated income statement
EUR million
for the Financial Year for the Financial Year
ended 31 December 2020 ended 31 December 2019
(audited)
(audited)
Revenue
1,677.0
3,705.8
Result from ordinary operations (EBT)
-933.2
590.0
Operating result (EBIT)
-708.1
705.0

2.2.2 Selected Information from consolidated balance sheet
EUR million
as of 31 December 2020 as of 31 December 2019
(audited unless otherwise (audited unless otherwise
indicated)
indicated)
Net financial debt (as defined by EU
5,882.8
4,514.4
prospectus law) (unaudited)1)
Net financial debt (as defined by the
5,533.5
4,147.0
Company) (unaudited)2)
Non-current assets
11,738.0
11,383.2
Current assets
2,343.2
1,244.1
Total assets
14,081.2
12,627.3
Shareholders' equity
3,758.7
4,623.2
Non-current liabilities
8,460.7
6,548.9
Current liabilities
1,861.8
1,455.2
Total Liabilities & Equity
14,081.2
12,627.3

7

1) Net financial debt as defined in the Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation
(EU) 2017/1129 of the European Parliament and of the Council which is calculated in this Prospectus as non-current financial liabilities plus
current financial liabilities minus cash and cash equivalents as included in Fraport AG's consolidated statement of financial position contained
in the English language Annual Report 2020 or the English language Annual Report 2019 of the Issuer. This calculation of net financial debt
is not comparable to net financial debt as shown in the Issuer's Annual Reports. Net financial debt is not a performance indicator recognized
under International Financial Reporting Standards as adopted by the European Union ("IFRS"), but is an Alternative Performance Measure
("APM") in accordance with the ESMA Guidelines on Alternative Performance Measures.
2) Net financial debt used in the annual reports by Fraport AG and calculated as current financial liabilities (31 December 2020: EUR 810.7
million; 31 December 2019: EUR 556.5 million) plus non-current financial liabilities (31 December 2020: EUR 6,936.5 million, 31 December
2019: EUR 4,746.8 million) as included in Fraport AG's consolidated statement of financial position minus liquidity, each contained in the
English language Annual Report 2020 or the English language Annual Report 2019. Liquidity is calculated as cash and cash equivalents as
included in Fraport AG's consolidated statement of financial position (31 December 2020: EUR 1,864.4 million, 31 December 2019: EUR 788.9
million) plus short-term realizable items in "other financial assets" (31 December 2020: EUR 349.3 million, 31 December 2019: EUR 283.5
million) and "other receivables and financial assets" (31 December 2020: -, 31 December 2019: EUR 83.8 million), each contained in the
Issuer's English language Annual Report 2020 and the English language Annual Report 2019. Due to the adjustment of the balance sheet
structure by applying the requirements of the European Single Electronic Format ("ESEF") Implementation Act and the associated separate
presentation of "other current financial assets" (in the English language Annual Report 2019 reported under "other receivables and financial
assets"), the short-term realizable items are fully included in "other financial assets" from the 2020 financial year onwards. Net financial debt
is not a performance indicator recognized under IFRS, but is an APM in accordance with the ESMA Guidelines on Alternative Performance
Measures. Fraport AG reports its net financial debt in its Annual Reports as described above as it keeps a substantial amount of its strategic
liquidity reserve in short-term realizable assets and Fraport AG believes that a calculation of net financial debt including these assets provides
useful and relevant information for evaluating Fraport Group's capital structure and financial strength. The net financial debt reported is not
necessarily comparable to the performance figures published by other companies as net financial debt or net debt or the like, respectively.

2.2.3 Selected information from the consolidated cash flow statement
EUR million
for the Financial Year for the Financial Year
ended 31 December 2020 ended 31 December 2019
(audited)
(audited)
Cash flow from operating activities
-236.2
952.3
Cash flow used in financing activities
2,471.0
302.4
Cash flow used in investing activities
-2,528.2
-1,302.3
2.3
What are the key risks that are specific to the Issuer?
The occurrence of any of the following specific risks, individually or together with other circumstances and
uncertainties currently unknown to the Issuer, could materially adversely affect the Issuer's business, financial
position, results of operations and prospects as further set out below in the risks specific to the Company. If any
of these specific risks were to materialize, this may affect the Issuer's ability to fulfil its payment obligations under
the Notes and investors could lose all or part of their investments.
The following risks are key risks specific to Fraport Group:
A decrease in passenger numbers or other factors outside Fraport Group's control can reduce income
The number of passengers, type and level of demand vary depending on several factors, many of which are
beyond Fraport Group's control, including but not limited to domestic and global economic developments, socio-
economic developments, epidemics or pandemics, developments in the airline industry, change of currency
exchange rates and decisions by airlines as to the size of aircraft used on certain routes and the destinations to
be served from airports owned or operated by Fraport Group, in particular Fraport Group's most important airport
in Frankfurt. Adverse developments in one or more of the factors mentioned above could have a negative effect
on Fraport Group's business and the results of Fraport Group's operations, prospects and financial condition.
The COVID-19 pandemic has a significant adverse impact on Fraport Group's business
The COVID-19 pandemic has and will have, for a yet unknown period of time, a significant adverse effect on
passenger demand for air travel at airports owned or operated by Fraport Group. As it is unclear how the
COVID-19 pandemic and the countermeasures against it wil further develop, the eventual scale of the impact of
the COVID-19 pandemic on Fraport Group's business, assets, liabilities, financial position and financial
performance is still difficult to forecast as of today. The further development of traffic at Frankfurt Airport and other
Group Airports is dependent on the local infection rates, the progress of vaccination programmes and therefore
the time at which international travel restrictions and warnings are being lifted. The potential lack of effectiveness
of the available vaccines, bottlenecks in the delivery of the vaccines as well as the further increase of infection
rates in particular due to virus variants could lead to a longer than expected continuation of the current travel
restrictions and thereby a delayed recovery in demand. In addition, an ongoing lack of internationally reliable
health and travel regulations could delay the recovery of air traffic. For the time being, cost-cutting measures at
8

many companies and digital media may result in restrictive travel policies for business travel and thus fewer
business trips in the foreseeable future. Due to the various uncertainties, there is accordingly the risk that the
traffic recovery wil occur slower than expected as at the Prospectus date. As a consequence of the continuing
COVID-19 pandemic, Fraport Group's business, results of operations, value of non-current assets, prospects and
financial condition could be further negatively affected.
Fraport Group is exposed to risks from capital expenditure projects
Fraport Group's investment program as the expansion and modernization programs at Frankfurt Airport and other
airports operated by Fraport Group (predominantly in Lima/Peru) can result in increases in construction costs,
supplier bankruptcies, changes to construction plans or delays which could lead to additional costs. It is uncertain
whether and to what extent increased fees can be agreed with the regulatory body and wil be accepted by airlines
and passengers. Higher airport charges could result in higher ticket prices and, as such, could have a negative
impact on passenger numbers. Fraport may also be required to provide additional funding to its subsidiaries,
including those that are operating airports and engaged in expansion projects. The execution of the expansion
plans could have a negative effect on Fraport Group's business, results of operations, value of non-current assets,
prospects and financial condition.
Risks from national and international operations as well as acquisitions
It has been Fraport's policy to support, if needed, its subsidiaries (subsidiaries in Germany as well as those
subsidiaries operating airports abroad) and keep appropriate service levels. Against this background, Fraport may
be required to provide additional funding to its subsidiaries. Airport operating projects and investment companies
abroad are subject to general economic and company-specific risks as well as industry-specific market risks. In
addition, there are general political risks at individual airports abroad. Due to the size and complexity of some
projects, the possibility of changes to the planned costs cannot be excluded. The occurrence of such risks could
lead to a significant impairment of the future earnings outlook, including a total loss of the investment. Unforeseen
official interventions in the tariff, tax, and levy structure of the airports or additional risks, such as delays in
connection with the construction, the continuing development of airport infrastructure, and other uncertainties
arising from environmental, social or other conditions are also associated with risks. Final y, current or future
acquisitions of Fraport might not be commercially and economically successful and could lead to a negative
financial impact on Fraport Group and the Issuer.
Market and competitive risks
Increasing intensity of competition among airlines is expected to lead to a market consolidation. Additional y, the
COVID-19 pandemic is heavily affecting the airline companies. Individual airlines could be forced to discontinue
their flight operations or merge with others and subsequently realign their operations to other airports.
Furthermore, the climate debate might negatively affect the development of demand for air travel. There is a risk
of airlines using alternative airports and routes outside the airports owned or operated by Fraport Group. Due to
the significantly reduced demand, the intensity of competition between airports and airlines is expected to
increase. Shorter journey times for rail travel and transport could make air travel and transport less attractive,
particularly for domestic and intra-European routes. Domestic flights could even be banned in the medium to long
term. This may cause a decline in the volume of passenger and freight transport in the airport sector. Terrorist
attacks could cause sharp drops in air travel and, in turn, influence the choice of travel destinations. A
corresponding decline in outgoing and incoming tourism in Germany would have a negative impact on traffic at
Frankfurt Airport. The same applies to the regions in which the Fraport Group's airports are located or have their
main markets. In addition, restrictions to fly over areas with active military confrontation as wel as flight bans
between states may lead to further limitations on services supplied. Deutsche Lufthansa and Star Al iance have
a significant influence on the aviation and commercial activities of Fraport Group, in particular at Frankfurt Airport.
Due to the COVID-19 pandemic, Deutsche Lufthansa significantly reduced the number of flights. If the passenger
number of Deutsche Lufthansa at Frankfurt Airport or other airlines at other Group airports remained at a low level
for an extended period of time, this would have a material adverse effect to Fraport Group's business, results of
operations, prospects and financial condition.
Fraport Group is subject to risks from the occurrence of exceptional incidents
Operations at Frankfurt Airport and other airports operated by Fraport Group may be impaired by local events
such as accidents, terrorist attacks, fires, or technical malfunctions, drone flights near the airport as well as events
that influence the operation of national and international air traffic (such as for instance natural disasters, extreme
weather conditions, armed conflicts, strikes, or pandemics/epidemics). Such incidents could affect traffic levels at
airports owned or operated by Fraport Group. In addition, there is a risk that parties who have suffered loss as a
result of an accident seek compensation from Fraport Group.

9

Fraport AG is under the joint control by majority shareholders
The State of Hesse and the City of Frankfurt (through Stadtwerke Frankfurt am Main Holding GmbH) together
hold a majority interest in Fraport AG. The influence of majority shareholders in general may have an adverse
effect on Fraport's business activity, financial condition, and results of operations if their interests, in contrast to
their continuous historic supportive stance, were to differ from Fraport's interests.
3
Key information on the securities
3.1
What are the main features of the securities?
The Notes are unsecured fixed rate notes. The 2028 Notes will bear interest from and including 31 March 2021
to, but excluding, 31 March 2028 at a rate of [] % per annum, payable annually in arrear on 31 March in each
year, commencing on 31 March 2022. The 2024 Notes will bear interest from and including 9 July 2020 to, but
excluding, 9 July 2024 at a rate of 1.625 % per annum, payable annually in arrear on 9 July in each year,
commencing on 9 July 2021. The ISIN of the 2028 Notes is XS2324724645. The ISIN of the 2024 Notes is
XS2198798659, with a temporary ISIN XS2324722607. The Notes are issued in Euro ("EUR" or ""). The
denomination is EUR 1,000. The obligations under the Notes constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari passu with al other unsecured and
unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory
provisions of statutory law. The Notes are freely transferable.
The following rights are attached to the Notes:
Early redemption for taxation reasons
Early redemption of the Notes for reasons of taxation will be permitted, if as a result of any change in, or
amendment to, the laws or regulations (including any amendment to, or change in, an official interpretation or
application of such laws or regulations) of Germany or any political subdivision or taxing authority thereto or therein
affecting taxation or the obligation to pay duties of any kind, the Issuer wil become obligated to pay additional
amounts on the Notes, al as more fully set out in the conditions of issue (the "Conditions of Issue").
Early redemption at the option of the Issuer within three months before the respective maturity date
The Notes can be redeemed in whole but not in part at the option of the Issuer, upon giving notice to the holders
of the Notes (the "Holders"), on a date within the period from, and including 31 December 2027, to, but excluding,
31 March 2028 with respect to the 2028 Notes and on a date within the period from, and including 9 April 2024,
to, but excluding, 9 July 2024 with respect to the 2024 Notes and at the principal amount of the respective Note
together with accrued interest to, but excluding, the relevant redemption date.
Negative pledge
The Conditions of Issue contain a negative pledge provision of the Issuer relating only to capital market
indebtedness.
Resolutions of Holders
In accordance with the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz "SchVG") the
Notes contain provisions pursuant to which Holders may agree by resolution to amend the Conditions of Issue
(with the consent of the Issuer) and to decide upon certain other matters regarding the Notes. Resolutions of
Holders properly adopted, either in a meeting of Holders or by vote taken without a meeting in accordance with
the Conditions of Issue, are binding upon al Holders. Resolutions providing for material amendments to the
Conditions of Issue require a majority of not less than 75 % of the votes cast. Resolutions regarding other
amendments are passed by a simple majority of the votes cast.
3.2
Where will the securities be traded?
Application wil be made by the Issuer for admission to trading of the Notes on the "Bourse de Luxembourg", the
regulated market of the Luxembourg Stock Exchange (35A Boulevard Joseph ll, L-1840 Luxembourg).
3.3
What are the key risks that are specific to the securities?
The key risks that could lead to substantial losses that Holders would have to bear in case of selling their Notes
or with regard to receiving interest payments or repayment of principal include that:
- the Holder of the Notes are exposed to the risk of an unfavourable development of market prices of their Notes
if the price of the Notes falls as a result of increasing market interest rates;
- prior to the issue, there has been no public market for the Notes and there can be no assurance that a liquid
secondary market for the Notes will develop or, if it does develop, that it will continue; in an il iquid market, an
10