Meinl Airports International:

Significantly enhances governance and value for investors

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companies/Restructuring

St, Helier Jersey (euro adhoc) - St Helier, Jersey, 11 July 2008.
Meinl Airports International Limited ("MAI" or the "Company"),
incorporated in Jersey and whose certificates representing shares in
the Company are listed on the Third Market of the Vienna Stock
Exchange, is pleased to announce today two proposed new directors as
part of the Company´s reconstitution of its Board and significant
revisions to the Company´s existing arrangements with both Meinl Bank
AG ("Meinl Bank") and Meinl Airports Managers Limited ("MAM")
(together with their respective affiliates, the "Meinl Bank Group").
Such proposals are subject to the fulfilment of certain conditions.

The proposed additions to the Board will bring further valuable
experience to the Company, enhance the independence of the Board
and help raise the Company´s overall standards of corporate
governance. In addition, the proposed changes to the Company´s
existing arrangements with the Meinl Bank Group are expected
significantly to benefit the Company both financially and
operationally and thereby enhance value for all investors.

Highlights

• The Board has taken note of concerns expressed by certain investors and
has been evaluating ways to demonstrate its independence. Certain Board members
are considering stepping aside as directors at the conclusion of the Annual
General Meeting on 28 July 2008 to allow for new appointments to be made to the
Board;

• Board to be increased from 6 to 8 members to add to its experience and
in particular its aviation and airport industry skill-set, as well as to
reinforce its independence from the Meinl Bank Group;

• Peter Henkel, Senior Vice President Special Projects at Fraport AG, and
Dzintars Pomers, former President and CEO of Riga International Airport, have
both agreed to join the Board as additional directors;

• Notice to be given terminating the Placement and Market-Maker Agreement
with Meinl Bank;

• Licence fee payable under the Licence Agreement with Meinl
Bank renegotiated, with payment now to be based upon the Company´s
market capitalisation and contingent upon achievement of a minimum
quarterly average market price of EUR10.00 per certificate; and

• Management Agreement with MAM to be revised significantly
both with regard to the calculation of the management fee and the
management structure of MAM.

Louis Turpen, Chairman of MAI, said: "The proposed additions to the
MAI Board and the renegotiation of the commercial arrangements with
the Meinl Bank Group address head-on the questions raised by
investors relating to the independence of the Board, the need to
adopt higher standards of governance and to improve significantly in
favour of the Company the financial terms of our commercial
relationships with the Meinl Bank Group. We believe these proposals
are in the best interests of MAI and that, as reconstituted, the
Board will be well positioned to move the Company forward for the
benefit of all our investors."

Board Proposals

Following conclusion of the detailed strategic review carried out by
the Board of MAI, in conjunction with its financial advisers
Blackwood Capital Group and Lazard & Co., Limited, a number of areas
were identified in which changes to the Company´s commercial and
governance arrangements could serve to enhance value for all
investors. In particular, the Company has conducted a detailed review
of its existing arrangements with the Meinl Bank Group and the
Company wishes to thank the Meinl Bank Group for its cooperation and
constructive responses to the issues raised during the review.

Ahead of the Annual General Meeting ("AGM") and the Extraordinary
General Meeting ("EGM") convened for 28 July 2008 in Jersey to
consider a number of resolutions requested by a group of certificate
holders (the "Requisitioning Investors"), the MAI Board is pleased to
put forward a series of proposals (the "Board Proposals") designed to
address investors´ concerns and better position MAI for future
growth.

The Board Proposals can be summarised as follows:

Board Composition

The Board has taken note of concerns expressed by certain investors
and has been evaluating ways to demonstrate its independence. It is
proposed that the MAI Board be reconstituted in order to address
these concerns, strengthen significantly its aviation and airport
industry expertise and to bring its operating procedures into line
with international standards commonly expected for listed companies.
Accordingly, certain Board members are considering stepping aside as
directors at the conclusion of the Annual General Meeting on 28 July
2008 to allow for new appointments to be made to the Board.

As already announced, the agenda for the AGM includes a resolution to
amend MAI´s Articles of Association. This amendment, if approved,
will have the effect of requiring one third of directors to stand for
re-election on an annual basis, from 2009 onwards. This represents a
significant step to improving the future accountability of directors
to our investors, which the Board believes will be widely welcomed.

The Board is also proposing to strengthen the MAI Board with the
appointment of two new directors, each of whom is demonstrably
independent of the Meinl Bank Group, and is in the final stages of
concluding these appointments. This will increase the total number
of directors of the Company from 6 to 8. The Company has also
appointed an international executive search consultancy to seek
further new Board members and welcomes the opportunity to work with
all investors to ensure that the best possible candidates are
identified.

The proposed two new directors, each of whom has consented to his
prospective appointment to the Board, are Peter Henkel and Dzintars
Pomers.

Peter Henkel has more than 30 years of international experience in
the planning, project development and management of airports, in
particular having served in a range of senior roles at Fraport AG,
formerly Flughafen Frankfurt Main AG since 1986. Since 2001, Mr.
Henkel has been Senior Vice President Special Projects at Fraport AG
and prior to this his positions there have included Senior Vice
President Airport Investments and Management and Director Technical
Planning and Airconsult.

Dzintars Pomers has over 15 years of experience in the aviation
industry having served as President and CEO of Riga International
Airport, Latvia between 1992 and 2007. Prior to that Mr. Pomers held
various senior positions in the Ministry of Transport, Latvia.

Amendments to Agreements with the Meinl Bank Group

In addition to the proposed Board changes outlined above the Board
Proposals include significant revisions to the terms of MAI´s
commercial arrangements with the Meinl Bank Group. Taken together,
the Board believes these revisions will provide significant
operational and financial benefits to the Company, improving the
management structure and the control which the Board is able to
exercise as the Company moves into its next phase of growth.

These amendments require no additional payment by the Company to the
Meinl Bank Group.

Placement and Market-Maker Agreement with Meinl Bank

The Board has concluded that the existing Placement and Market-Maker
Agreement with Meinl Bank no longer reflects the Company´s
requirements at this time and will give notice terminating the
Placement and Market-Maker Agreement subject to receiving
confirmation from the Jersey Financial Services Commission ("JFSC")
that it has no objection to such termination. The Company is in
discussions with a number of prospective market makers and expects to
announce one or more new appointments in the near future. The
Company is also reviewing its current listing with a view to
improving the liquidity of trading in its certificates and is seeking
analyst research coverage on the Company.

Licence Agreement with Meinl Bank

The Board believes that the terms of the Licence Agreement with Meinl Bank
should be amended to be more reflective of the success derived from the use of
the Meinl name under licence. Accordingly, it has been conditionally agreed that
future payments under the Licence Agreement should be contingent upon the
average quarterly market price at which the certificates trade on the Vienna
Stock Exchange being equal to or exceeding EUR10.00. In addition, the amount of
the licence fee should now be calculated as a percentage of the average
quarterly market capitalisation of the Company, thus aligning the fee structure
with investors´ interests. The threshold for payments of EUR10.00 per
certificate (i.e. the minimum market price of certificates before the licence
fee is payable) will also increase by 10% on 1 July of each year starting in
2009.

Management Agreement with MAM

MAM has responsibility for the operational management of the Company´s airport
investments under the terms of a Management Agreement originally entered into at
the time of the Company´s IPO in April 2007. It has now been conditionally
agreed with MAM that the terms of the Management Agreement should be amended in
the following respects:

• to require a restructuring of the management of MAM with additional
senior appointments to be made in order to better equip the Manager for the
ongoing performance of its management duties;

• to add additional regular reporting requirements to be met by the
Manager so as to enable the Board to exercise more effective supervision of the
Manager´s activities;

• to amend the structure of the base fee payable to MAM so that instead of
such fee being based entirely on asset value, a significant portion of the fee
(one third) shall be based instead upon average annual market capitalisation,
thus aligning the base fee payable to MAM with investors´ interests;

• to establish an Investment Committee comprising five members, three of
whom will be members of the MAI Board. A three stage approval process will also
be introduced for all investments such that Investment Committee approval will
be required at certain key stages of a transaction. Part of the approval
process at the various stages will include agreeing a costs budget and list of
approved advisers. Larger transactions will require MAI Board approval before
completion. The formulation of preliminary recommendations for proposed
investment projects will be undertaken at the Manager´s own cost;

• to clarify those categories of costs and expenses to be borne by MAM and
hence included as part of the management fee; and

• due to the significant changes to the Management Agreement,
to provide for the operation of the Management Agreement to be kept
under review until the quarter commencing 1 April 2009, in order to
determine whether the interests of the Company are best served by an
external manager or whether it would be more appropriate to adopt an
alternative structure. In connection with this, MAI has entered into
non-binding heads of terms with MAM and Meinl Bank relating to a call
option which would enable MAI to give notice to terminate the
Management Agreement with immediate effect at any time over the 12
month period following execution of a legally binding option
agreement, which MAI expects to conclude shortly. The parties have
agreed that the exercise price will be in the range of EUR30 - 35
million. The actual exercise price will be agreed between the parties
based on the net present value calculation of the fees due under the
terms of the revised Management and Licence Agreements over a six
year period, or in the absence of such agreement, as determined by an
independent accountant. Exercise of the option will be conditional
upon investor consent and the JFSC approving the termination of the
Management Agreement.

Conditions of the Board Proposals

The new Board appointments and, at the request of the Meinl Bank
Group, the changes proposed to the Licence Agreement and Management
Agreement and the call option outlined above will be conditional upon
a majority of the Board following the AGM and EGM comprising existing
directors of the Company together with those additional persons named
above who have been recommended for appointment as additional
directors by the existing Board. Such proposals are also conditional
where applicable upon the JFSC either approving or confirming that it
has no objection to the Board proposals.

Board Recommendation

The Board of MAI, who have been advised by Blackwood Capital Group
and by Lazard & Co., Limited, believes the Board Proposals are in the
best interests of both the Company and investors and are in stark
contrast to the uncertain future offered by the Requisitioning
Investors, who have still made no clear statement as to their
proposals for the Company, other than as set out in the notice of
EGM.

The MAI Board strongly recommends holders of certificates to support
the Board Proposals and to reject the proposals put forward by the
Requisitioning Investors for consideration at the EGM convened for 28
July 2008.

Investors wishing to support the Board Proposals should ensure that
the votes attaching to the shares represented by their certificates
are cast against each of the resolutions 1 to 16 at the EGM. The
Company will offer free of charge to its investors the services of an
independent proxy agent for those investors who will not be able to
attend the EGM in person. Under the supervision of a notary, the
independent proxy agent will vote in accordance with the voting
instructions given to him by the investors. Details of how to
exercise voting rights and the approved forms of proxy for use in
relation to the AGM and EGM can both be found on the Company´s
website (www.meinlairports.com).

Investor Conference Call

An investor conference call hosted by Louis Turpen, Chairman of MAI,
will be held at 4pm CET (3pm UK time) today, 11 July 2008.

International Access Number: +44 (0) 203 003 2666

Austrian Free Phone Number: 0800005384

Participants need to state that they are dialling into the Meinl Airports
International investor conference call.

There will also be a replay facility available:

Replay Access Number: +44 (0) 208 196 1998

Replay Pin Number: 9918141

A recording of the call will also be available online at:
www.meinlairports.com

Retail Investor Helpline A retail investor helpline will be available
in Austria from Saturday 12 July 2008 to assist investors who have
enquiries regarding the voting arrangements. The helpline number in
Austria is 0800-222044

Blackwood Capital Group Holding Limited is acting solely for Meinl
Airports International Limited in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Meinl Airports International Limited for providing
the protections afforded to clients of Blackwood Capital Group
Holding Limited or for providing advice in relation to the matters
referred to in this announcement.

Lazard & Co., Limited is acting solely for Meinl Airports
International Limited in connection with the matters referred to in
this announcement and will not be responsible to anyone other than
Meinl Airports International Limited for providing the protections
afforded to clients of Lazard & Co., Limited or for providing advice
in relation to the matters referred to in this announcement.

About Meinl Airports International

MAI is a long-term investor in airports and airport-related
businesses with a particular focus on growth markets in Central and
Eastern Europe, South Eastern Europe and Russia. The Company was
founded in 2006 and since April 2007 its certificates, representing
shares in the Company, have been listed on the Third Market of the
Vienna Stock Exchange.

MAI has successfully made seven acquisitions already and today is an
active investor in airports with a combined total of more than 30
million annual passengers. In both Poland and Russia, MAI was the
first foreign investor in international airports. The Company´s
current portfolio includes investments in Lake Baikal Airport, Ulan
Ude (Russia), TAV Airports (Turkey), Sochaczew Airport Development
(Poland), Bydgoszcz Airport (Poland) and Parma Airport (Italy). The
Company believes that all of these airports have a significant future
growth potential.

MAI is also currently evaluating further potential investments, the
majority of which are located in the Company´s core target markets of
Central and Eastern Europe, South Eastern Europe and Russia.

MAI is incorporated and registered in Jersey (registered number
93803), with its registered office at 26 New Street, St Helier,
Jersey, Channel Islands JE2 3RA.

end of announcement euro adhoc
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ots Originaltext: Meinl Airports International Ltd.
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Contacts for Enquiries:

London Austria

Citigate Dewe Rogerson Trimedia

Michael Berkeley Bernhard Hudik

+44 (0) 20 7638 9571 +43 1 5244 300

Branche: Real Estate
ISIN: AT0000A053N4
WKN:
Index: other listings
Börsen: Wiener Börse AG / Third Market