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, FN 78543 f / ISIN AT0000922554

Convening of the Annual General Meeting

We hereby invite our shareholders to the 24th Annual General Meeting of
Rosenbauer International AG on Friday, May 20, 2016 at 10:00 a.m., at Palais
Kaufmännischer Verein, Bismarckstrasse 1-3/Landstrasse 49, 4020 Linz, Austria.

1. Presentation of the annual financial statements including the management
report, the proposal for the appropriation of profits, the corporate governance
report, the consolidated financial statements including the Group management
report and the Supervisory Board report for the 2015 financial year
2. Resolution on the appropriation of net retained profits
3. Resolution on the discharge of the members of the Executive Board for the
2015 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2015 financial year
5. Election of the auditor and Group auditor for the 2016 financial year
6. Election of a Supervisory Board member
7. Resolution on the authorization of the Executive Board
a) to acquire treasury shares in accordance with Section 65 (1) item 4 and item
8 and (1a) and (1b) of the Austrian Stock Corporation Act (AktG) either on or
off the stock exchange up to 10% of the share capital while also disapplying the
pro rata right of sale as is permitted in such an acquisition (reverse
disapplication of shareholders' pre-emptive subscription rights),
b)to resolve, in accordance with Section 65 (1b) AktG, to sell or use treasury
shares by a method of sale other than via the stock exchange or by way of a
public offer by analogy with the regulations on the disapplication of
shareholders' pre-emptive subscription rights,
c)to reduce the share capital by withdrawing these treasury shares without a
further resolution of the Annual General Meeting, thus suspending the most
recent authorization of the Executive Board as per the Annual General Meeting
resolution of May 23, 2014 with respect to item 8 of the agenda.
8. Resolution on the amendment of Article 12 of the Articles of Association

DOCUMENTS FOR THE ANNUAL GENERAL MEETING
In particular, the following documents will be available on the company's
website at www.rosenbauer.com from April 29, 2016 at the latest:
- Annual financial statements and management report,
- Corporate governance report,
- Consolidated financial statements and Group management report,
- Proposal for the appropriation of profits,
- Report of the Supervisory Board,
in each case for the 2015 financial year;
- Proposed resolutions on agenda items 2-8,
- Statement of the candidate for election to the Supervisory Board under item 6
of the agenda in accordance with Section 87 (2) AktG, along with a résumé,
- Report of the Executive Board in accordance with Section 65 (1b) AktG in
conjunction with Section 170 (2) AktG and Section 153 (4) second sentence AktG
regarding agenda item 7 - disapplication or reverse disapplication of
shareholders' pre-emptive subscription rights, acquisition of treasury shares,
- Forms for granting a proxy,
- Form for revoking a proxy,
- Full text of this Convening of the Annual General Meeting. 

NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118 AND 119
OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG - AKTIENGESETZ)

Additions to the Agenda by Shareholders
Shareholders whose combined shares total 5% of the share capital and who have
held these shares for at least three months prior to filing the motion may
submit a written request for items to be added to the agenda of this Annual
General Meeting and announced, provided that such written request is received by
the company no later than April 29, 2016 at the following address only: For
attn. Gerda Königstorfer, Investor Relations Department, Paschinger Strasse 90,
4060 Leonding, Austria. Each agenda item requested in this manner must be
accompanied by a proposed resolution and a statement of grounds. Proof of share
ownership must be presented in the form of a deposit certificate pursuant to
Section 10a AktG which confirms that the shareholders filing the motion have
held the shares for at least three months prior to filing the motion and which
is no more than seven days old at the time of its presentation to the company.
Please refer to the information on eligibility to attend regarding the other
requirements of the deposit certificate.

Resolutions for the Agenda Proposed by Shareholders
Shareholders whose combined shares total 1% of the share capital may submit
written proposals for resolutions for each item on the agenda along with a
statement of grounds and request that such proposals and statements of grounds
be made accessible on the company's website, provided that such written request
is received by the company no later than May 10, 2016 either by fax to +43
(0)732 6794 - 89 or for attn. Gerda Königstorfer, Investor Relations Department,
Paschinger Strasse 90, 4060 Leonding, Austria, or by e-mail to
ir@rosenbauer.com, in which case the request must be attached to the e-mail in
written form, for example as a PDF. In order for this shareholder right to be
exercised, proof of share ownership must be presented in the form of a deposit
certificate pursuant to Section 10a AktG which is no more than seven days old at
the time of its presentation to the company. Please refer to the information on
eligibility to attend regarding the other requirements of the deposit
certificate.

Right to Information
At the Annual General Meeting each shareholder is entitled to receive, upon
request, information on company matters to the extent that it is required for
proper assessment of an agenda item.
Such information may be refused if, according to sound business judgment, it has
the potential to cause a considerable disadvantage to the company or an
affiliated company or if its disclosure would cause liability to prosecution.
Questions whose answers require longer preparation may be submitted in writing
to the Executive Board in good time prior to the Annual General Meeting in order
to ensure that the meeting runs efficiently. The questions may be submitted to
the company by mail for attn. Gerda Königstorfer, Investor Relations Department,
Paschinger Strasse 90, 4060 Leonding, Austria, or by e-mail to
ir@rosenbauer.com.

Motions at the Annual General Meeting
Each shareholder - irrespective of the size of their shareholding - is entitled
to file motions on each item of the agenda at the Annual General Meeting.
However, the prompt submission of a proposed resolution in accordance with
Section 110 AktG is a mandatory requirement in the case of a shareholder
nomination for the election of a Supervisory Board member: persons nominated for
election to the Supervisory Board (agenda item 6) may only be nominated by
shareholders who together hold at least 1% of the share capital. Such
nominations must be received by the company in the manner described above by May
10, 2016 at the latest. Each nomination must be accompanied by a statement from
the nominated person in accordance with Section 87 (2) AktG regarding their
professional qualifications, their professional or comparable positions and any
circumstances that could give rise to concerns regarding impartiality.

Information on the Website
More detailed information on these shareholder rights pursuant to Sections 109,
110, 118 and 119 AktG is available now on the company's website at
www.rosenbauer.com.

REFERENCE DATE AND ATTENDANCE AT THE ANNUAL GENERAL MEETING
Eligibility to attend the Annual General Meeting and exercise voting and other
shareholder rights to be asserted in the context of the Annual General Meeting
is based on shareholding in the case of bearer shares and on entry in the share
ledger in the case of registered shares, in either case as at the end of May 10,
2016 (reference date).

Only those who are shareholders on this reference date and provide proof of this
to the company are eligible to attend the Annual General Meeting.

In the case of bearer shares, proof of shareholding on the reference date must
be provided to the company in the form of a deposit certificate pursuant to
Section 10a AktG by no later than May 17, 2016 to one of the following addresses
only:
By mail or courier:
Rosenbauer International AG
Investor Relations
For attn. Gerda Königstorfer
Paschinger Strasse 90
4060 Leonding
Austria
By fax:
+43 (0)732 6794 - 89 
For attn. Ms. Gerda Königstorfer
By e-mail:
ir@rosenbauer.com, in which case the deposit certificate must be attached to the
e-mail in written form, for example as a PDF
By SWIFT:
GIBAATWGGMS - Message Type MT598; it is essential to state ISIN AT0000922554 in
the text 

In the case of registered shares, shareholders who are entered in the share
ledger are not required to register prior to the Annual General Meeting in order
to attend the Annual General Meeting.


Deposit Certificate Pursuant to Section 10a AktG
The deposit certificate must be issued by the custodian bank which must be based
in a member state of the European Economic Area or in a full member state of the
OECD; it must contain the following information:
- Information on the issuer: name/company and address or a code customarily used
in transactions between banks (BIC),
- Information on the shareholder: name/company, address, date of birth for
natural persons; where applicable register and register number for legal
entities,
- Information on the shares: number of shares held by the shareholder; ISIN
AT0000922554,
- Deposit number and/or another designation,
- Time to which the deposit certificate relates.

The deposit certificate used as proof of shareholding for the purpose of
attending the Annual General Meeting must refer to the reference date of May 10,
2016 specified above.

The deposit certificate will be accepted in German or in English.

REPRESENTATION BY PROXIES
Each shareholder who is eligible to attend the Annual General Meeting has the
right to appoint a proxy who may attend the Annual General Meeting on behalf of
the shareholder and has the same rights as the shareholder he or she represents.

The proxy must be granted to a specific person (natural person or legal entity)
in writing; it is also possible to authorize several persons.

The proxy must be submitted to the company at one of the following addresses
only:
By mail or courier
Rosenbauer International AG
Investor Relations
For attn. Ms. Gerda Königstorfer
Paschinger Strasse 90
4060 Leonding
Austria
By fax:
+43 (0)732 6794 - 89 
For attn. Ms. Gerda Königstorfer
By e-mail:
ir@rosenbauer.com, in which case the proxy must be attached to the e-mail in
written form, for example as a PDF 
In person:
when registering for the Annual General Meeting at the meeting venue

A proxy form and a form for revoking the proxy will be sent upon request and are
available from the company's website at www.rosenbauer.com.

If the proxy is not submitted in person when registering on the day of the
Annual General Meeting, the proxy must reach the company by no later than 4:00
p.m. on May 19, 2016.

The above provisions on the granting of a proxy shall apply analogously for
revoking the proxy.

As an additional service, Dr. Johannes Freiler-Waldburger, General Counsel and
Group Compliance Officer, is available to shareholders as an independent proxy
to exercise voting rights at the Annual General Meeting in accordance with
instructions. A special proxy form for authorizing Dr. Johannes
Freiler-Waldburger is available on the company's website at www.rosenbauer.com
and must be received by the company at one of the aforementioned addresses for
submitting proxies (fax, e-mail, mail) only. It is also possible to contact Dr.
Johannes Freiler-Waldburger, General Counsel and Group Compliance Officer,
directly by telephone on +43 (732) 6794-5316 or e-mail at
Johannes.Freiler-Waldburger@rosenbauer.com. 
The shareholder must issue instructions to Dr. Johannes Freiler-Waldburger as to
how he (or any sub-representative authorized by Dr. Johannes Freiler-Waldburger)
must exercise the voting right. Dr. Johannes Freiler-Waldburger will vote
exclusively in accordance with instructions given by the respective shareholder.
The proxy is invalid without explicit instructions. Please note that the proxy
will not accept instructions to speak, raise objections to resolutions of the
Annual General Meeting, or to ask questions or file motions. 

TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time of convening the Annual General Meeting the share capital of the
company amounts to EUR 13,600,000 and is divided into 6,800,000 no-par value
shares. Each share confers one vote. At the time of convening the Annual General
Meeting the company does not hold any treasury shares. At the time of convening
the Annual General Meeting the total number of shares conferring the right to
attend and vote is 6,800,000.

In order to ensure the entrance check runs smoothly we request that shareholders
arrive in good time prior to the start of the Annual General Meeting and have
valid official photo identification ready for inspection when registering. 

Admission for the collection of voting cards will begin at 9:30 a.m.

Leonding, April 2016

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
 

Original-Content von: Rosenbauer International AG, übermittelt durch news aktuell

Weitere Meldungen: Rosenbauer International AG

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