Noel Grima

On 21 May, this paper was the only one in Malta to report extensively on the Malta International Airport Annual General Meeting held the previous day (http://www.independent.com.mt/articles/2015-05-21/local-news/Rumblings-of-internal-strife-surface-at-Malta-International-airport-annual-general-meeting-67361358880

At that AGM reference was made to a series of questions that the MIA board had received. However, the questions were not read out and the replies, as read out by the company secretary grouped the questions under five headings.

Today, this paper is reporting exclusively the entire set of questions.

Readers (and MIA shareholders) can also read the company secretary's replies in full on the same website indicated above and see if the questions hereunder were replied to, or not.

The questions come in three batches.

Batch 1

1) Question to N. Gretzmacher - Was there any foreign direct investment (FDI) on the part of Vienna Airport and/or SNC Lavalin in MIA over the last 12 years aside from the acquisition cost?

2) Question to N. Gretzmacher - Were Vienna Airport or SNC Lavalin directly responsible for any new airline commencing operations to Malta and/or for one single additional visitor that came to Malta? Please define and give details, as the representative of Vienna Airport plc on the Board of MIA and as Chairman of MIA, what contribution Vienna Airport has ever made to MIA plc which can be directly attributed to its success, aside from appointing its CEO to MIA plc.

3) Question to N. Gretzmacher - Is it not true that the development and success of MIA's performance to date is largely attributable to its own management and to the growth of the Maltese economy and not to any direct input from Vienna Airport or SNC Lavalin? Give us concrete material, proof and details of what initiatives Vienna Airport and SNC Lavalin have ever taken to add value to our company.

4) Question to the CFO - Has price sensitive information relating to MIA's financial performance and management accounts been made available in an unauthorized manner to any particular shareholder/s and if so please give details.

5) Question to the CFO - The Company has cash of circa €29m and seems to be earning less than 3% interest on this cash. Would you not consider this to be poor and bad management of the company's finances?

6) Question to the CFO - Why is this cash not utilized to invest in growing and diversifying our Company thereby yielding far better returns for us shareholders?

7) Question to the CFO - Is the cash mountain being retained for future capex?

8) Question to N. Gretzmacher - Does the Board of MIA plc not feel obliged also within its fiduciary obligations to disclose the full value of the capital expenditure programme that it may have knowledge of and of the period the Board has determined for its execution and rollout?

9) Question to N. Gretzmacher - Can you confirm that the capital expenditure programme that MIA has for the years ahead is close to €100m and could you please give the exact figure and details?

10) Question to N. Gretzmacher - How much of the capex is earmarked for the repair, upkeep and maintenance of the airport's runways, taxiways, aprons and other essential infrastructure?

11) Question to N. Gretzmacher - Is the Company that the MIA Board appointed to conduct the capex study the same company that was recently blacklisted by the World Bank and that was the subject of numerous corruption and bribery allegations?

12) Question to N. Gretzmacher - Is the Board of MIA plc convinced that the Study was carried out at arm's length and by a party who can be clearly seen as not conflicted?

13) Question to N. Gretzmacher - Was the Company that was given this critical capex report study the same company that was in a sale process of its entire shareholding in MIA plc simultaneous to being entrusted to conduct this study?

14) Question to the CFO - Would you please confirm how much money was paid out to both Vienna Airport plc and SNC Lavalin in TSA fees over the last 12 years and if detailed records were kept outlining what these monies were paid for in terms of job description, hours of work, technical details etc; or whether these payments were made on simple presentation of invoices carrying scant details. In other words, is MIA plc in a position to explain and justify every euro that has been paid out to Vienna Airport and SNC Lavalin for services claimed to have been given under the TSA over the last 12 years.

15) Question to N. Gretzmacher - Would the Board of MIA plc give its shareholders a detailed breakdown of its investment programme to diversify, grow and expand the activities of MIA plc over the next three years up to end 2017.

16) Question to N. Gretzmacher - For the last twelve years MIA plc has been effectively controlled and managed by Vienna Airport. The track record of Vienna Airport according to media reports can be cause for alarm e.g. Vienna Airports new skylink terminal, projected to cost €400m, ended costing more than €800m. This led to investigations and to the financial regulator and stock exchange in Vienna imposing a fine on the CFO and COO of Vienna Airport for late disclosure to the markets of these massive cost overruns and delays. It seems therefore that Vienna management has a history of not informing the markets of very relevant information on time. Are MIA shareholders presently exposed to similar risks in respect of capex and other matters? What assurances can you give us?

17) Question to N. Gretzmacher - The Maltese media in the last week reported the downsizing of Airmalta's fleet to 8 planes. Everyone even remotely connected to the aviation sector knows of the dire predicament that Airmalta finds itself in and of similar casualties such as in 2014 the demise of Cyprus Airways. Are the principal shareholders in MIA plc, Vienna Airport and SNC Lavalin, sufficiently taking this real risk factor into consideration or are they somewhat lessening its gravity?

18) Question to N. Gretzmacher - An announcement was made that SNC Lavalin are in negotiations to sell all their shares in MIA plc and strong rumours seem to confirm that Vienna Airport are or recently have been also in discussions for a sale of their entire shareholding. Would taking full cognizance of risk factors such as Airmalta, disclosing a large capex programme and taking into account other possible factors such as regional political turmoil, negatively affect any share sale process that may be ongoing or contemplated?

19) Question to N. Gretzmacher - Press reports indicate that both Vienna Airport and SNC Lavalin were deeply engaged in 2014 in a sale process of their entire shareholding in MIA plc and this contrary to denials made recently in the Times of Malta by Vienna Airport's COO Julian Jaeger. Do you not think that this denial and apparent misinformation can have an impact on the interests of MIA shareholders? Your clarification will be appreciated.

Batch 2

Questions Relating to Resolution 1

1. Why did the Board of Directors not disclose the number of Board meetings held during 2014 and the attendance of each respective Director?

2. Can you state whether in Financial Year 2014, the Chairman or any Director received a proxy from any fellow Executive or Non-Executive Director to vote on his behalf?

3. I refer you to the Company Announcement 191/2015. Please explain:

a. The Company announcement quoted: "Vienna, 21 January 2015". Was the decision taken by the Board of Director of MIA plc or by an external indirect shareholder?

b. Was the Board meeting relating to the same company announcement appointing an interim CEO and notifying the exit of the outgoing CEO and Executive Director held in Malta?

c. How did the former CEO and Executive Director terminate his appointment and employment with the Company? Is the Board aware if there is any dispute or potential dispute between the Company and its ex-CEO / Executive Director that may possibly have to be reflected to the future results of the Company? If in the affirmative, is this claim disclosed in the contingent liabilities note 32 of the Financial Statements?

4. Can the Company confirm that it does not circulate its Management Accounts to any selected shareholders or any other interested 3rd party?

5. The Company has a Cash Balance of circa €29million. Why does it not utilise this cash hoarding to pay more dividends? Can the Board consider using part of the cash to part pay the loans outstanding, thus reducing the Finance Costs? Does the Company earn Bank interest more than the interest on loans? Is the cash being retained for future Capex? If yes is it all needed?

6. The Company has in note 31 declared that there is circa €9million in Capital Commitments not provided for in the accounts either as contracted or as authorised but not yet contracted. Is this €9million part of Capital Investment program of a higher amount? Does the Board feel that it needs to disclose the complete value of the Capital Investment program and length of period for execution?

7. Can the Board confirm or otherwise if the Company has any Capital Expenditure requirement report presented to the Company by any Technical Services Contractor?

8. Can the Board elaborate what the deliverables were of the Technical Services provided by indirect shareholders to the Company of circa €1.8million in 2014 and disclosed in note 35?

Questions Relating to Resolution 2

9. Does the Board have a Dividend policy? On what basis did the Board decide to distribute a gross final dividend of €0.1692308 when the EPS for 2014 was €0.1244?

10. The Company has retained earning of €39.4million. Why did the Board not recommend to the Annual General Meeting more Dividends? Did any direct or indirect shareholder influence the expected dividend pay-out?

Batch 3

1)    To date Vienna Airport has been responsible for the appointment of all four of MIA's CEOs since privatisation. It seems two of these had to be dismissed and strong rumours also reported in the media indicate that changes are being envisaged also in respect of the current newly-appointed CEO. This instability is most worrying and is harmful to the Company's performance and credibility. Please comment.

2)    Was the outgoing CEO of MIA plc Markus Klaushofer offered a golden handshake to leave his position?

3)    If in the affirmative, how much was the sum of money offered to Markus Klaushofer?

4)    By whom was this offer made, where and when?

5)    If an offer was made to Markus Klaushofer, was this settlement to be paid by MIA plc and if in the affirmative, had the Board of MIA plc already approved the payment of this golden handshake?

6)    Please confirm your own involvement and that your personal handling of the dismissal of the previous CEO of our Company irked the Government of Malta and that this also led to the removal of the Government's representative on the Board of MIA plc. Affirmatively does this worsening of relationship not potentially harm our Company?

7)    Please confirm whether Vienna Airport has since 2002 contributed to the net remuneration package received by MIA's CEOs and whether these payments were made directly by Vienna to recipients or through MIA plc.

8)    If Vienna Airport did/does pay a large part of our company's CEO's remuneration, do you not feel that the workings of the CEO of MIA plc, an independent listed corporate entity on the Malta Stock Exchange, is unduly influenced and controlled by the fact that Vienna Airport directly pays a large part of the CEO's salary?

9)    What assurances can you give us that the management and executive directors of MIA plc, some of whom may be in a difficult conflicted situation, are not being exposed to undue influence by Vienna Airport in their decision taking?