Rosenbauer International AG

EANS-General Meeting: Rosenbauer International AG
Resolutions of the General Meeting

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Announcement of the resolution of the 24th Annual General Meeting on the
authorization of the Executive Board (Top 7)
a) to acquire treasury shares in accordance with Section 65 (1) item 4 and item
8 and (1a) and (1b) 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 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.

At the 24th Annual General Meeting of Rosenbauer International AG as of May 20,
2016 it was resolved: In accordance with Section 65 (1) items 4 and 8 as well as
(1a) and (1b) AktG, the Executive Board is authorized to acquire no-par value
bearer shares in the company up to 10% of the share capital of the company for a
period of 30 months from May 20, 2016; these shares can be bought either on or
off the stock exchange, though the lowest consideration paid cannot be more than
20% less and the highest consideration paid cannot be more than 10% more than
the average closing market price on the last 3 exchange days before the
acquisition of the shares. Trading in treasury shares is precluded as the
purpose of the acquisition. The authorization may be exercised in full or in
part or in several installments and in the pursuit of one or more purposes by
the company, by a subsidiary (Section 228 (3) of the Austrian Commercial Code
(UGB)), or by third parties acting for the account of the company. The Executive
Board of Rosenbauer International AG may resolve to acquire the shares on the
stock exchange, but the Supervisory Board must subsequently be notified of this
resolution. An acquisition off the stock exchange requires the prior approval of
the Supervisory Board. An acquisition off the stock exchange may also be carried
out while disapplying the pro rata right of sale (reverse disapplication of
shareholders' pre-emptive subscription rights). For a period of five years from
May 20, 2016, the Executive Board is authorized in accordance with Section 65
(1b) AktG, with the approval of the Supervisory Board, to resolve 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, and to determine the conditions
of sale. The authorization may be exercised in full or in part or in several
installments and in the pursuit of one or more purposes by the company, by a
subsidiary (Section 228 (3) UGB), or by third parties acting for the account of
the company, in particular (i) for the purpose of implementing an employee
participation program, including for members of the Executive Board and
executive employees, or a share option scheme for employees, including members
of the Executive Board and executive employees of either the company or of
companies affiliated with it, or (ii) as consideration for the acquisition of
companies, businesses, business divisions or shares in one or more domestic or
foreign companies. The Executive Board is also authorized, with the approval of
the Supervisory Board, to reduce the share capital if necessary by withdrawing
these treasury shares without a further resolution of the Annual General Meeting
in accordance with Section 65 (1) item 8 last sentence in conjunction with
Section 122 AktG. The Supervisory Board is authorized to resolve amendments to
the Articles of Association arising from the withdrawal of shares. All of this
suspends 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.
Leonding, May 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

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