Obligation Fraport AG 1.625% ( XS2198798659 ) en EUR

Fraport AG

100 % ▲

Allemagne

XS2198798659 ( en EUR )

1.625% par an ( paiement annuel )

08/07/2024 - Obligation échue

Prospectus brochure de l'obligation Fraport XS2198798659 en EUR 1.625%, échue

1 000 EUR

300 000 000 EUR

Fraport AG est une société allemande gérant et exploitant notamment l'aéroport de Francfort, un des plus importants hubs aériens européens.

L'Obligation émise par Fraport AG ( Allemagne ) , en EUR, avec le code ISIN XS2198798659, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/07/2024

Prospectus dated 29 June 2020

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)

[] [] % Fixed Rate Notes due 2024
[] [] % Fixed Rate Notes due 2027
Fraport AG Frankfurt Airport Services Worldwide, Frankfurt am Main, Federal Republic of Germany (the "Issuer") will
issue on or about 9 July 2020 (the "Issue Date") [] [] % Euro-denominated fixed rate notes due 2024 (the "2024
Notes") and [] [] % Euro-denominated fixed rate notes due 2027 (the "2027 Notes", and together with the 2024
Notes, the "Notes"). The 2024 Notes will bear interest from and including 9 July 2020 to, but excluding, 9 July 2024 at a
rate of [] % per annum, payable annually in arrear on 9 July in each year, commencing on 9 July 2021. The 2027 Notes
will bear interest from and including 9 July 2020 to, but excluding, 9 July 2027 at a rate of [] % per annum, payable
annually in arrear on 9 July in each year, commencing on 9 July 2021.
The 2024 Notes will mature on 9 July 2024 and the 2027 Notes will mature on 9 July 2027.
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 1,000 each.
The 2024 Notes have been assigned the following securities codes: ISIN XS2198798659, Common Code 219879865,
WKN A3E443.
The 2027 Notes have been assigned the following securities codes: ISIN XS2198879145, Common Code 219887914,
WKN A3E444.
The issue price, the aggregate principal amount, the number of notes, the interest rate, the issue proceeds, the
commissions, the yield and the expenses of the issue 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

Deutsche Bank

Helaba

HSBC

UniCredit Bank

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 al 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 al 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; (ii) 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 an offer of Notes or an invitation by or on behalf of the Issuer or the Joint
Lead Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer or the Joint Lead
Managers to a recipient hereof and thereof that such recipient should purchase any Notes.

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.

2

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 "Selling 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.

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"); (ii) al channels for distribution to eligible counterparties
and professional clients are appropriate; and (ii ) the following channels for distribution of the Notes to
retail clients are appropriate investments advice, portfolio management non-advised sales and pure
execution services. 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.

The legally 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 legal y 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 29 June 2021. 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.

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 material y 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 .......................................................................................... 14
Risk Factors ................................................................................................................................. 23
Consent to the use of the Prospectus ......................................................................................... 32
General Information ..................................................................................................................... 33
General Information about the Issuer .......................................................................................... 35
Conditions of Issue ...................................................................................................................... 52
Taxation Warning ........................................................................................................................ 72
Subscription, Sale and Offer of the Notes ................................................................................... 73
Incorporation by Reference ......................................................................................................... 78
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 2024 (the "2024
Notes") and Euro-dominated Fixed Rate Notes due 2027 (the "2027 Notes", and together with the 2024
Notes, the "Notes"). The 2024 Notes' International Securities Identification Number ("ISIN") is
XS2198798659 and the 2027 Notes' ISIN is XS2198879145. 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: Deutsche Bank Aktiengesellschaft, a publicly
listed German stock corporation (Aktiengesel schaft) operating under the laws of Germany, Mainzer
Landstraße 11-17, 60329 Frankfurt am Main, Germany, LEI: 7LTWFZYICNSX8D621K86; HSBC Bank
plc, a public limited company operating under the laws of the United Kingdom, 8 Canada Square,
London E14 5HQ, United Kingdom, LEI: MP6I5ZYZBEU3UXPYFY54; Landesbank Hessen-Thüringen
Girozentrale, a public law institution (Anstalt des öffentlichen Rechts) operating under the laws of
Germany, Neue Mainzer Straße 52 58, 60311 Frankfurt am Main, Germany, LEI:
DIZES5CFO5K3I5R58746; and UniCredit Bank AG, a German stock corporation (Aktiengesel schaft)
operating under the laws of Germany, Arabel astraße 12, 81925 Munich, Germany, LEI:
2ZCNRR8UK83OBTEK2170.
The Issuer's LEI number is 5299001ERX0K10IZUL40.
The date of approval of this Prospectus is 29 June 2020 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 (Aktiengesellschaft), which has international
operations. Fraport Group is currently employing approximately 22,500 members of staff at more than
30 locations in 11 countries worldwide. The objective of the Issuer is, in particular, the operation,
maintenance, development and expansion of Frankfurt Airport as wel 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 20.32 % held by

6

Stadtwerke Frankfurt am Main Holding GmbH as wel as the consortium agreement concluded between
these shareholders 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 Müller, 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 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 2019 and 31 December 2018 (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, the Interim Release 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
million
for the Financial for the Financial for the three for the three
Year
ended Year
ended months period months period
31 December
31 December
ended
ended
2019 (audited)
2018 (audited)
31 March 2020 31 March 2019
(unaudited)
(unaudited)
Revenue
3,705.8
3,478.3
661.1
803.8
Result
from 590.0
670.4
-47.6
36.5
ordinary
operations (EBT)
Operating
result 705.0
730.5
12.3
86.1
(EBIT)

2.2.2 Selected Information from consolidated balance sheet
million
as of 31 December as of 31 December as of 31 March 2020
2019 (audited unless 2018
(audited (unaudited)
otherwise indicated)
unless
otherwise
indicated)
Net financial debt (as 4,514.4
3,907.3
4,661.1
defined by EU prospectus
law) (unaudited)1)

7

Net financial debt (as 4,147.0
3,545.4
4,314.2
defined by the company)
(unaudited)2)
Non-current assets
11,383.2
10,106.4
11,366.8
Current assets
1,244.1
1,342.73)
1,446.9
Total assets
12,627.3
11,449.1
12,813.7
Shareholders' equity
4,623.2
4,368.0
4,513.2
Non-current liabilities
6,548.9
5,656.9
6,972.4
Current liabilities
1,455.2
1,424.24)
1,328.1
Total Liabilities & Equity
12,627.3

11,449.1
12,813.7

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 2019, the English language Annual Report 2018
or, as the case may be, the interim release (Quartalsmitteilung) pursuant to section 53 of the Exchange Rules for the Frankfurter
Wertpapierbörse (BörsO FWB) (which does not constitute a complete set of interim financial statements as defined in International
Accounting Standard (IAS) No. 34) as of and for the three-months period ended 31 March 2020 (English language version) (the
"Interim Release Q1 2020") of the Issuer. This calculation of net financial debt is not comparable to net financial debt as shown
in the Issuer's Annual Reports and its Interim Release Q1 2020. Net financial debt is not a performance indicator recognized under
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 2019:
556.5 million; 31 December 2018: 608.3 million; 31 March 2020: 443.2 million) plus non-current financial liabilities (31
December 2019: 4,746.8 million; 31 December 2018: 4,100.3 million; 31 March 2020: 5,212.8 million) as included in Fraport
AG's consolidated statement of financial position minus liquidity, each contained in the English language Annual Report 2019, the
English language Annual Report 2018 or, as the case may be, the Issuer's Interim Release Q1 2020. Liquidity is calculated as
cash and cash equivalents as included in Fraport AG's consolidated statement of financial position (31 December 2019: 788.9
million; 31 December 2018: 801.3 million; 31 March 2020: 994.9 million) plus short-term realizable items in "other financial
assets" (31 December 2019: 283.5 million; 31 December 2018: 235.2 million; 31 March 2020: 246.5 million) and "other
receivables and financial assets" (31 December 2019: 83.8 million; 31 December 2018; 126.8 million; 31 March 2020: 100.4
million), each contained in the Issuer's English language Annual Report 2019, the English language Annual Report 2018 or, as
the case may be, the Issuer's Interim Release Q1 2020. 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 and its Interim Release Q1 2020 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.
3) Including non-current assets held for sale ( 17.2 million).
4) Including liabilities related to assets held for sale ( 8.8 million).
2.2.3 Selected information from the consolidated cash flow statement
million
for the Financial for the Financial for the three for the three
Year
ended Year
ended months period months period
31 December
31 December
ended 31 March ended
2019 (audited)
2018 (audited)
2020 (unaudited) 31 March 2019
(unaudited)
Cash flow from 952.3
802.3
92.1
129.0
operating activities
Cash flow used in 302.4
17.9
382.4
331.0
financing activities
Cash flow used in -1,302.3
-646.5
-347.9
-416.1
investing activities
2.3
What are the key risks that are specific to the Issuer?
The occurrence of any of the following specific risks, individual y or together with other circumstances
and uncertainties currently unknown to the Issuer, could materially adversely affect the Issuer's

8

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, investors could lose al 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
Starting from China in December 2019, the coronavirus disease COVID-19 has spread globally,
including Europe and the Americas. In March 2020, the World Health Organization declared the
coronavirus disease COVID-19 a pandemic. As there is no precedent for an outbreak of this scale and
since it is unclear how the COVID-19 pandemic and the countermeasures against it will develop, the
eventual scale of the impact of the COVID-19 pandemic on Fraport Group's business, results of
operations, value of non-current assets, prospects and financial condition is stil unpredictable as of
today. There can be no assurance that passenger numbers and aircraft movements at airports owned
or operated by Fraport Group achieved in the past can be reached in the future. The impact of the
COVID-19 pandemic will require a significant increase of the indebtedness of Fraport, since for a yet
unknown period of time, a significant decline on passenger demand for air travel at airports owned or
operated by Fraport Group will occur.
Furthermore, it is uncertain if capital markets may suffer a lasting adverse effect from the COVID-19
pandemic which could make it difficult or impossible for Fraport Group to obtain financing at al or at
affordable terms. If, due to insufficient financing, the expansion plans are adversely affected or delayed,
Fraport Group's business, results of operations, value of non-current assets, prospects and financial
condition could be negatively affected.
Deutsche Lufthansa and Star Alliance are key clients at Frankfurt Airport
Deutsche Lufthansa and Star Alliance have a significant influence on the aviation and commercial
activities of Fraport Group, in particular at Frankfurt Airport. Deutsche Lufthansa's operating future is
currently uncertain, as a result of the COVID-19 pandemic. If Deutsche Lufthansa had to permanently
reduce its activities at Frankfurt Airport or had to conduct a restructuring or even might become insolvent,
this would have a material adverse effect to Fraport Group's business, results of operations, prospects
and financial condition.
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 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.

9

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.
Moreover, 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 leading to market exits. 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.
Increasing attractiveness and competitiveness of other means of transport
Shorter journey times for rail travel and transport could make air travel and transport less attractive,
particularly for domestic and intra-European routes. This may cause a decline in the volume of
passenger and freight transport in the airport sector.
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.
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.
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 may have an
adverse effect on Fraport's business activity, financial condition, and results of operations.
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Key information on the securities
3.1
What are the main features of the securities?
The Notes are unsecured fixed rate notes. The 2024 Notes will bear interest from and including 9 July
2020 to, but excluding, 9 July 2024 at a rate of [] % per annum, payable annual y in arrear on 9 July in
each year, commencing on 9 July 2021. The 2027 Notes will bear interest from and including 9 July
2020 to, but excluding, 9 July 2027 at a rate of [] % per annum, payable annually in arrear on 9 July in
each year, commencing on 9 July 2021. The ISIN of the 2024 Notes is XS2198798659. The ISIN of the
2027 Notes is XS2198879145. 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 all 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:

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