The company under the corporate name “ATHENS INTERNATIONAL AIRPORT S.A.” and the distinctive title “ATHENS INTERNATIONAL AIRPORT ELEFTHERIOS VENIZELOS” (the “Company”), announces, according to Law 3556/2007, and following receipt of relevant notifications on 9 February 2024, that the following changes to the voting rights of the Company’s shares have taken place:
(a) According to a notification from “Public Sector Pension Investment Board”, whose registered office is in Canada (Ottava, Ontario), in the context of the listing of the Company on the Athens Exchange, alongside the disposal of the existing shares in the Company by the Hellenic Republic Asset Development Fund (“HRADF”) (up to 30% of the Company’s shares, i.e. 90,000,000 shares), in a combined offering in Greece and abroad, HRADF entered into a Cornerstone Agreement (share sale and purchase agreement) with AviAlliance GmbH on 23 January 2024 to give effect to AviAlliance GmbH’s right to acquire 10% of the outstanding share capital of the Company, pursuant to clause 19 of a Memorandum of Understanding entered into on 1 June 2023 between the shareholders of the Company. In accordance with the terms and conditions of the Cornerstone Agreement, shares representing 10% of the outstanding share capital of the Company were acquired by AviAlliance GmbH (direct shareholder) through the settlement facilities of the ATHEXCSD. The share transfer agreement was concluded on 2 February 2024, while the shares were credited on AviAlliance GmbH’s securities account on 6 February 2024. As a result of such acquisition, AviAlliance GmbH holds 50.00002% of the share capital and voting rights in the Company. “Public Sector Pension Investment Board” is the sole shareholder of the company “PSP Investments Holding Europe Ltd” (incorporated in England). The company “PSP Investments Holding Europe Ltd” is the sole shareholder of the company “PSP Airports Holding Ltd” (incorporated in Canada). The company “PSP Airports Holding Ltd” is the sole shareholder of the company “World Airport Partners Management GmbH” (incorporated in Germany) and the sole Limited Partner (Kommanditist) of the company “World Airport- Partners GmbH & Co. KG” (incorporated in Germany). The company “World Airport Partners Management GmbH” is the General Partner (Komplementar) with all management and representation powers of the company “World Airport-Partners GmbH & Co. KG” (incorporated in Germany), who is the sole shareholder of the company “AviAlliance GmbH” (incorporated in Germany). The company “AviAlliance GmbH” holds directly 50,00002% of the shares and voting rights of the Company.
(b) According to a notification from the Greek State, prior to the public offering of Company’s shares owned by HRADF and the listing of the totality of the Company’s shares for trading on the Regulated Securities Market (Main Market) of the Athens Exchange, the company under the corporate name “Hellenic Corporation of Assets and Participations S.A.” (“HCAP”) held directly 75,000,000 common registered voting shares of the Company representing 25% of the share capital of the Company and HRADF held directly 90,000,000 common registered shares, representing 30% of the share capital of the Company. Therefore, the Greek State, as a shareholder of HCAP and HRADF, held indirectly in aggregate 165,000,000 common registered voting shares of the Company, representing 55% of the Company’s share capital and thus indirectly controlled the relevant voting rights.
HRADF disposed the 90,000,000 existing common registered voting shares of the Company (i.e. the totality of its direct participation in the Company) in the context of the Combined Offer in Greece and abroad and the listing of the totality of the 300,000,000 common shares of the Company for trading on the Regulated Securities Market (Main Market) of the Athens Exchange. Following this, HRADF’s participation in the Company became zero. The settlement of the sale transaction of 30% of HRADF’s shares took place on 6 February 2024, one day prior to the listing and the commencement of trading of the Company’s shares on the Athens Exchange.
In the context of the public offering of Company’s shares by HRADF, HCAP submitted a subscription application and acquired 1,500,000 additional shares from HRADF, representing a participation percentage of 0.5% of the Company’s share capital. As a result, HCAP holds directly 76,500,000 common registered voting shares of the Company, representing 25.5% of the Company’s share capital.
The Greek State, as represented by the Ministry of Economy and Finance, is the sole shareholder of HCAP, whose wholly owned (100%) subsidiary is HRADF. Therefore, the Greek State has today an indirect participation of 25.5% in the Company, which corresponds to 76,500,000 common registered voting shares and indirectly controls those voting rights.
Spata, 9 February 2024