Rosenbauer International AG

EANS-General Meeting: Rosenbauer International AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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Rosenbauer International AG
Leonding, Reg.n° FN 78543 f
ISIN AT0000922554
Notice of General Meeting
We hereby invite our shareholders to the 22nd Ordinary General Meeting of
Rosenbauer International AG on Friday May 23, 2014 at 10.00 a.m., in Palais
Kaufmännischer Verein, Bismarckstrasse 1-3, 4020 Linz.

1. Presentation of the financial statements, including the situation report and
the corporate governance report, the consolidated financial statements,
including the Group situation report, and the report of the Supervisory Board
for the 2013 financial year
2. Resolution on the distribution of the net profit for the year
3. Resolution on the discharge of the members of the Executive Board from their
responsibility for the 2013 financial year
4. Resolution on the discharge of the members of the Supervisory Board from
their responsibility for the 2013 financial year
5. Election of the auditor for the financial statements and the consolidated
financial statements for the 2014 financial year
6. Election of a member to the Supervisory Board
7. Resolution on an amendment to the Articles of Association in § 5 "SHARES AND
SHARE REGISTER"
8. Resolution on authorizing the Executive Board:
a) to buy back the Company's shares pursuant to § 65 Sect. 1 Clauses 4 and 8 and
Sect. 1a and Sect. 1b of AktG (the Austrian Stock Corporation Act), both on the
stockmarket and over-the-counter, to a maximum extent of 10% of the nominal
share capital;
b) pursuant to § 65 Sect. 1b of AktG, to decide another mode of disposal for
selling or utilizing the Company's own shares, i.e. other than by way of the
stockmarket or a public offering, while applying - "mutatis mutandis" - the
rules on the exclusion of shareholders' subscription rights;
c) to decrease the nominal share capital by redeeming these own shares with no
further resolution of the General Meeting;
all the above rescinding the authorization most recently granted to the
Executive Board by resolution of the General Meeting on May 25, 2012 as per item
7 of the said Meeting's agenda.

DOCUMENTS FOR THE GENERAL MEETING

The following documents, in particular, will be available on the Company's
Internet site at www.rosenbauer.com from no later than May 2, 2014, as well as
at the General Meeting itself:
o financial statements, including the situation report
o corporate governance report
o consolidated financial statements, including the Group situation report
o proposal with respect to the distribution of profits
o report of the Supervisory Board
(in each of the above cases, for the 2013 financial year);
o proposed resolutions on Agenda Items 2 - 8
o statement by the candidate for election to the Supervisory Board (Agenda Item
6) pursuant to § 87 Sect. 2 of AktG, complete with curriculum vitae,
o report of the Executive Board on Agenda Item 8 (share buy-back 2014, exclusion
of subscription rights)
o form for granting a proxy
o form for revoking a proxy
o complete text of this Notice of Meeting.

INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO §§ 109, 110, 118 AND 119 OF AktG
(AUSTRIAN STOCK CORPORATION ACT)

Additions to the agenda by shareholders

Shareholders who jointly hold at least 5% of the share capital and who have been
the holders of these shares for at least three months prior to making such
request are entitled to request in writing that additional items be put on the
agenda of this General Meeting and announced, provided that such request is made
in writing and delivered to the Company no later than May 2, 2014, exclusively
to the address Paschinger Strasse 90, A-4060 Leonding, Investor Relations Dept.,
attn. Ms. Gerda Königstorfer. Shareholders must also state a proposed resolution
for each such item requested for addition to the agenda, including a statement
of grounds. Share ownership is to be evidenced by a safe-custody receipt
("Depotbestätigung") pursuant to § 10a of AktG (Austrian Stock Corporation Act)
confirming that the shareholders making such requests have held their shares for
at least three months beforehand. This safe-custody receipt shall not be older
than seven days at the time of its being submitted to the Company. For details
of the other requirements made in respect of this safe-custody receipt, please
refer to the information given on eligibility to attend the General Meeting.

Resolutions proposed on the agenda by shareholders

Shareholders holding jointly at least 1% of the share capital are entitled to
submit proposals for resolutions on any item of the agenda, including a
statement of grounds, in writing, and to require that such proposals, including
the grounds therefore, be made available on the website of the Company. Such
request must be delivered to the Company in writing no later than May 14, 2014,
either by telefax to +43 732 6794-89 or to the address Paschinger Strasse 90,
A-4060 Leonding, Investor Relations Dept. attn. Ms. Gerda Königstorfer, or by
e-mail to ir@rosenbauer.com, in which case such written request must be sent as
an attachment (e.g. pdf file) to the e-mail. If the proposal in question
concerns the election of a member to the Supervisory Board, then the written
statement of grounds shall be replaced by the statement given pursuant to § 87
Sect. 2 of AktG (Austrian Stock Corporation Act) by the person proposed for
election. Share ownership for the purpose of exercising these shareholders'
rights is to be evidenced by a safe-custody receipt pursuant to § 10a of AktG,
which receipt shall not be older than seven days at the time of its being
submitted to the Company. For details of the other requirements made in respect
of this safe-custody receipt, please refer to the information given on
eligibility to attend
the General Meeting.

Right to demand information

At the General Meeting, every shareholder has the right to request and be given
information on any matter pertaining to the Company, provided that such
information is necessary in order to arrive at a considered opinion regarding a
particular item on the agenda. 
Such requests for information may be declined in cases where reasonable
commercial assessment indicates that they would be liable to cause serious
detriment to the Company or to any of its affiliates, or where disclosure would
be a criminal offense.
In order to make efficient use of time at the meeting, questions which require
extensive preparation to answer should be communicated to the Executive Board,
in writing, in good time before the General Meeting. The questions can be sent
to the Company by post to Investor Relations Department, Gerda Königstorfer,
Paschinger Strasse 90, A 4060 Leonding, Austria, or by e-mail to
ir@rosenbauer.com.

Motions at the General Meeting

Irrespective of the size of his/her shareholdings, every shareholder is entitled
to submit motions on any of the items on the agenda at the General Meeting. As a
mandatory requirement, however, any shareholder motion on the election of a
member of the Supervisory Board requires timely submission of a proposed
resolution pursuant to § 110 AktG: Persons for election to the Supervisory Board
(item 6 of the agenda) may only be proposed by shareholders who together hold at
least 1% of the nominal share capital. The names of the candidates so proposed
must be submitted to the Company, in the manner set out above, by no later than
May 14, 2014. Every such proposal for election must be accompanied by the
statement required from the proposed person by § 87 Sect. 2 AktG (Austrian Stock
Corporation Act) regarding his/her specialist qualifications, professional or
comparable functions held, and any circumstances that might constitute grounds
for fearing a conflict of interest.

Information on the Internet site

More detailed information on shareholders' rights pursuant to §§ 109, 110, 118
and 119 of AktG is now available on the Company's Internet site
www.rosenbauer.com.

QUALIFYING DATE AND ELIGIBILITY TO ATTEND THE GENERAL MEETING

In order to be eligible to attend the General Meeting, and to exercise their
voting rights and other rights that may be asserted by shareholders at the
General Meeting, persons will need to be in possession of shares in the case of
bearer shares, and to be entered in the share register in the case of registered
shares, in both cases as at the end of May 13, 2014 (qualifying date).
The General Meeting may only be attended by persons who are shareholders at the
qualifying date, and who furnish the Company with evidence of their
shareholding.
In the case of bearer shares, the size of a shareholder's shareholding on the
qualifying date is to be evidenced by a safe-custody receipt pursuant to § 10a
of AktG (Stock Corporation Act) which must reach the Company no later than May
20, 2014, at one of the addresses stated below.

By post or Rosenbauer International AG
courier Investor Relations
Attn. Ms. Gerda Königstorfer
Paschinger Strasse 90
A 4060 Leonding, Austria
By telefax: +43 732 6794-89
Attn. Ms. Gerda Königstorfer
By e-mail: ir@rosenbauer.com; in which case the safe-custody receipt is sent as
an attachment (e.g. pdf file) to the e-mail
By SWIFT GIBAATWGGMS - Message Type MT598; always state ISIN AT0000922554 in the
verbiage
Holders of registered shares whose names are entered in the share register are
not required to furnish prior notification in order to attend the General
Meeting.

Safe-custody receipt as required by § 10a AktG (Austrian Stock Corporation Act)
The safe-custody receipt is to be issued by a custodian bank having its
registered office in a member state of the European Economic Area or in a full
member state of the OECD, and must include the following information:
o information on the issuer: (corporate) name and address or any code that is
customarily used among credit institutions (BIC);
o information on the shareholder: (corporate) name, address, date of birth in
the case of natural persons, and register and register number, if applicable,
for legal entities;
o information on the shares: number of shares held by the shareholder, ISIN
AT0000922554
o safe-custody account number and/or other designation
o date to which the safe-custody receipt refers
The safe-custody receipt furnished as evidence of the shareholding entitling the
holder to attend the General Meeting must refer to the qualifying date of May
13, 2014 specified above.
Safe-custody receipts will be accepted in either English or German.

REPRESENTATION BY PROXY
Each shareholder entitled to attend the General Meeting may appoint a proxy who
will take part in the meeting on behalf of such shareholder and enjoy the same
rights as the shareholder whom he or she represents.
Such proxy must be given to a specific person (natural person or legal entity)
in writing; several persons may also be so authorized.
The proxy must be delivered to the Company at one of the following addresses
only:

By post or Rosenbauer International AG
courier Investor Relations
Attn. Ms. Gerda Königstorfer
Paschinger Strasse 90
A 4060 Leonding, Austria
By telefax: +43 732 6794-89
Attn. Ms. Gerda Königstorfer
By e-mail: ir@rosenbauer.com; in which case such proxy must be sent as an
attachment (e.g. pdf file) to the e-mail
In person when registering for the Meeting at the venue
A proxy form and a form for revoking the proxy will be sent to shareholders upon
request and may be downloaded from the Company's Internet site at
www.rosenbauer.com.
In cases where the proxy is not presented in person in the course of
registration on the day of the General Meeting, it must be delivered to the
Company by no later than 4 p.m. on May 22, 2014.
The above rules for the granting of a proxy apply analogously to any revocation
of the proxy.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the date of the convening of the General Meeting, the nominal share capital
of the Company, amounting to EUR 13,600,000, is divided into 6,800,000
non-par-value shares. Each share confers one vote. At the date of the convening
of the General Meeting, the Company holds no shares of its own. At the date of
the convening of the Meeting, the total number of shares entitling their holders
to attend and vote at the General Meeting is 6.800.000.
To ensure that the admission checks proceed smoothly, shareholders are asked to
arrive in good time before the beginning of the General Meeting, and to have a
valid official photobearing identification document with them when they
register. Admission for collecting voting cards will commence at 9.30 a.m.
Leonding, April 2014
The Executive Board


Further inquiry note:
Rosenbauer International AG
Mag. Gerda Königstorfer
Tel.: 0732/6794-568
gerda.koenigstorfer@rosenbauer.com

end of announcement                               euro adhoc 
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issuer:      Rosenbauer International AG
             Paschingerstrasse 90
             A-4060 Leonding
phone:       +43(0)732 6794 568
FAX:         +43(0)732 6794 89
mail:     ir@rosenbauer.com
WWW:      www.rosenbauer.com
sector:      Machine Manufacturing
ISIN:        AT0000922554
indexes:     WBI, ATX Prime
stockmarkets: free trade: Berlin, Stuttgart, official market: Wien 
language:   English
 



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