Download amended Offer Document

To all Shareholders of Vienna Airport

You can now accept the partial Offer for shares in Vienna Airport

€ 34.00 cum dividend per share

Best and final price: Vienna Airport shareholders can now accept the Offer to purchase shares made by Airports Group Europe S.à r.l. (Airports Group Europe), an indirect subsidiary of IFM Global Infrastructure Fund (IFM GIF).

The improved Offer price of EUR 34.00 cum dividend per share implies a premium of 29.3% compared to the closing price of the last trading day prior to the announcement of the Offer on 13 June 2022. Best and final price: The Offer price continues to represent an attractive premium for shareholders, considering the continued high levels of uncertainty for the aviation industry and European markets.

Shareholders will now have the possibility to accept the Offer, on a contractual basis, during the Extended Acceptance Period of 10 trading days, which runs from 26 January 2023 to 8 February 2023 at 5.00pm (Vienna time). This will be the last opportunity for shareholders to accept this voluntary partial offer.

For complete information, please review the amended Offer Document.

The Offer

Airports Group Europe S.à r.l. (Airports Group Europe), an indirect subsidiary of IFM Global Infrastructure Fund (IFM GIF), is making a voluntary partial public Offer to all shareholders for approximately 9.99% of shares in Flughafen Wien Aktiengesellschaft (ISIN AT00000VIE62).

Based on public statements made on behalf of the City of Vienna, the State of Lower Austria and the Employee Foundation, Airports Group Europe expects that the Offer will only be accepted by free float shareholders. We are not seeking control of Vienna Airport under this Offer.

IFM Investors is a global infrastructure specialist owned by not-for-profit Australian pension funds, with more than 600 institutional clients worldwide, investing the retirement savings of 120 million working people, including nurses, teachers, construction and hospitality workers.

We recommend that shareholders who wish to accept the Offer contact their bank as soon as possible. Shareholders may only accept this Offer by means of a written declaration of acceptance addressed to their bank. (More details in How to Sell and the amended Offer Document.)

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    The Price

    The improved Offer price of EUR 34.00 cum dividend per share corresponds to:

    • a premium of 29.3% compared to the closing price of the last trading day prior to the announcement of the Offer on 13 June 2022, and
    • a premium of 25.0% compared to the volume weighted average price (VWAP) of the last six months prior to the announcement on 13 June 2022

    We believe the Offer represents an attractive financial proposition for free-float shareholders.

    The Extended Acceptance Period ends on 8 February 2023 and will be the last opportunity for shareholders to accept this voluntary partial offer.

    Werner Kerschl

    Werner Kerschl

    Executive Director,

    Infrastructure, IFM Investors

    “We believe the offer price represents an attractive premium for shareholders, considering the continued high levels of uncertainty for the aviation industry.”

    “We also believe that the offer is a liquidity event for shareholders to sell their shares in an otherwise relatively illiquid stock at an attractive price.”

    “As an existing shareholder in Flughafen Wien for over eight years, and a long-term investor on behalf of pension funds and institutional investors, we continue to recognize Austria as an attractive place to invest.”

    “We remain committed to working with all stakeholders of Flughafen Wien and supporting Management in the interests of local communities, passengers, airline customers, employees and the broader economy.”

    Offer Document

    The amended  Offer Document sets out the full terms and conditions of the Offer.

    The Offer Document and its amendment were reviewed and not prohibited by the Austrian Takeover Commission.

    Download a copy of the amended Offer Document

    Disclaimer

    Deutsch English

    Website Entry Disclaimer

    VOLUNTARY PARTIAL TENDER OFFER (THE “OFFER”) BY AIRPORTS GROUP EUROPE S.À R.L. (THE “OFFEROR”) FOR SHARES IN FLUGHAFEN WIEN AG (THE “COMPANY”).

    THIS MICROSITE CONTAINS (OR WILL CONTAIN) ANNOUNCEMENTS, DOCUMENTS AND OTHER INFORMATION (TOGETHER, THE “INFORMATION”) IN CONNECTION WITH THE OFFER. THE INFORMATION CONTAINED IN THIS MICROSITE IS MADE AVAILABLE IN GOOD FAITH FOR INFORMATION AND PUBLICITY PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

    Access to information relating to the Offer

    You are attempting to enter the Microsite, which is designated for the publication of documents and information in connection with the Offer.

    “Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time and should be read carefully each time you visit this Microsite. The Information speaks only at the date of the relevant Information reproduced on this Microsite. The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation, recommendation or solicitation of, any offer to sell, purchase or subscribe for any securities pursuant to the Offer. The Offer has been reviewed and not prohibited by the Austrian Takeover Commission (“ToC”). The full terms and conditions of the Offer will be set out in the Offer document (the “Offer Document”), which will be made available at this Microsite and the websites of the Company and the ToC. In considering the Offer, shareholders of the Company should only rely on the information contained, and procedures described, in the Offer Document.

    The Information about the Offer published on this Microsite is exclusively made on the basis of the terms set out in the Offer Document.

    Overseas persons

    THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

    The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any jurisdiction, where to do so would constitute a violation of the laws of that jurisdiction, including – without limitation – Canada, Australia and Japan (a “Restricted Jurisdiction”) and the availability of such Information (and any related offer) to shareholders who are not resident in Austria may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite, but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.

    The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any jurisdiction, where to do so would constitute a violation of the laws of that jurisdiction, including – without limitation – Canada, Australia and Japan (a “Restricted Jurisdiction”) and the availability of such Information (and any related offer) to shareholders who are not resident in Austria may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite, but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.

    The Offer may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply. Accordingly, in the United Kingdom, the Information contained in this Microsite (including the Offer) is being distributed only to, and is directed only at, persons: (i) who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”); (ii) who fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and/or (iii) to whom this document may otherwise be lawfully communicated under the Order, (all such persons together being referred to as “Relevant Persons”). The Offer and the Information contained in this Microsite is directed only at Relevant Persons and must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. In the United Kingdom any investment or investment activity to which the Information contained in this Microsite relates is available only to Relevant Persons and will be engaged in only with such persons. The Information contained in this Microsite should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any person in the United Kingdom who is not a Relevant Person.

    The Offer is made exclusively in Austria, the United States and only to Relevant Persons in the United Kingdom. the Offer will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so. In particular, the Offer is not being made, directly or indirectly, in or into Canada, Australia or Japan. Those shareholders of Flughafen Wien AG who reside outside Austria and decide to accept the Offer are hereby informed that they may be subject to legal and regulatory restrictions other than those set out in Austrian law. In this regard, compliance with said rules will be the exclusive responsibility of those shareholders residing abroad who decide to accept the Offer as well as their proper verification, applicability and effect.

    If you are not permitted to view the Information contained in this Microsite, or viewing such Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page and seek independent advice. Neither the Offeror, nor IFM Global Infrastructure Fund, IFM Investors Pty Ltd or any of the companies of their respective groups (or any of their respective officers, directors, employees, agents, representatives or advisers) assumes any responsibility for any violation by any person of any of these restrictions.

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