RHI AG

EANS-General Meeting: RHI AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
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Convening notice

We hereby invite our shareholders to the 
35th  Annual General Meeting of RHI AG 
on Friday, May 9, 2014, at 10.00 a.m.,
at Haus der Industrie, 1030 Vienna, Schwarzenbergplatz 4.

ISIN AT0000676903


Agenda

1. Presentation of the financial statements including the management report, of
the Corporate Governance report and the report of the Supervisory Board for the
financial year 2013 as well as of the consolidated financial statements 2013 and
the group management report for the financial year 2013.
2. Resolution on the allocation of accumulated profit. 
3. Resolution on the acceptance of the report of the members of the Management
Board for the financial year 2013.
4. Resolution on the acceptance of the report of the members of the Supervisory
Board for the financial year 2013.
5. Appointment of the auditor of the financial statements and the consolidated
financial statements for the financial year 2014.
6. Resolution on the remuneration of the members of the Supervisory Board for
the financial year 2013.
7. Election of a member to the Supervisory Board.
8. Resolution on the authorization of the company to acquire treasury shares in
accordance with § 65 para. 1 (4) AktG (continuation of the employee stock
ownership plan 4+1).


DOCUMENTS FOR THE GENERAL MEETING

Especially the following documents will be available for inspection by April 18,
2014, on the website of the company at www.rhi-ag.com, under the section
Investor Relations, Annual General Meeting 2014, and will also be available at
the General Meeting:
- Annual financial statements and management report
- Corporate Governance report,
- Consolidated financial statements including the group management report
- Proposal for the allocation of the accumulated profit,
- Report of the Supervisory Board,
Each of the above for the financial year 2013;
- Draft resolutions on agenda items 2 - 8,
- Statement of the candidate for the election to the Supervisory Board regarding
agenda item 7 in accordance with § 87 para. 2 AktG including a CV,
- Form for granting a power of attorney
- Form for the revocation of the power of attorney
- Complete text of this convening notice


RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH §§ 109, 110, 118 AND 119 AKTG

Supplementation of the agenda by shareholders

Shareholders whose combined shareholdings equal 5% of the share capital and who
have held these shares for a minimum of three months prior to filing this
request may request in writing that additional items be put on the agenda of the
General Meeting and published, if the Company receives this request in writing
by April 18, 2014, exclusively at the address 1100 Vienna, Wienerbergstraße 9,
Attn. Mr. Robert Ranftler, Head of Legal & Compliance. Each agenda item thus
requested has to be accompanied by a draft resolution and a justification. Proof
of the shareholder status has to be furnished by means of a deposit confirmation
in accordance with § 10a AktG which confirms that the shareholders filing the
request have held the shares for at least three months prior to filing the
request and which must not be older than seven days when presented to the
Company. Regarding further requirements for the deposit confirmation refer to
the details on eligibility.


Draft resolutions proposed by shareholders for inclusion on the agenda 

Shareholders whose combined shareholdings equal 1% of the share capital may
submit draft resolutions in text form including a justification for each agenda
item and demand that these proposals, together with a justification, be
published on the website of the Company, provided that this request in text form
arrives at the Company on April 29, 2014 at the latest, either per fax + 43 (1)
50213 6281 or at 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert Ranftler,
Head of Legal & Compliance, or by e-mail at robert.ranftler@rhi-ag.com. The
request in text form, for example in PDF format, must be attached to the e-mail.
In the case of a proposal regarding the election of a Supervisory Board member
the justification shall be replaced with a statement in accordance with § 87
para. 2 AktG of the person proposed. Proof of the shareholder status required to
exercise such shareholder right has to be furnished by means of a deposit
confirmation in accordance with § 10a AktG which must not be older than seven
days when presented to the Company. Regarding further requirements for the
deposit confirmation refer to the details on eligibility. 


Right to receive information

At the General Meeting, each shareholder shall, upon request, be informed about
the Company's activities as far as this is necessary for a proper assessment of
an agenda item. 
Information may be refused if, based on reasonable commercial judgment, it could
cause a substantial disadvantage for the Company or an affiliated company, or if
providing such information constituted an offence. 
Questions which require longer preparation should be sent to the Management
Board in text form in time before the General Meeting in order to ensure an
efficient session. Such questions can be sent to the Company by post, addressed
to 1100 Vienna, Wienerbergstraße 9, Attn. Mr. Robert Ranftler, Head of Legal &
Compliance, or by e-mail to robert.ranftler@rhi-ag.com.


Motions at the General Meeting

Every shareholder - regardless of a specific number of shares - is entitled to
make motions regarding each agenda item at the General Meeting. But a motion by
a shareholder for the election of a Supervisory Board member mandatorily
requires that the draft resolution proposed be sent in time in accordance with §
110 AktG. Persons standing for election to the Supervisory Board (Agenda item 7)
may only be proposed by shareholders whose combined shareholdings amount to at
least 1% of the share capital. Such proposals must be submitted to the Company
by April 29, 2014 in the manner described above. Any proposal for election must
be accompanied by a statement in accordance with § 87 para. 2 AktG of the person
proposed concerning his or her expert qualification, his or her professional or
similar functions and all circumstances that could give rise to cause for
concern of partiality.


Information provided on the website

Further information regarding the rights of shareholders in accordance with §§
109, 110, 118 and 119 AktG, is now available on the Company's website
www.rhi-ag.com.


RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING

The eligibility to participate in the General Meeting and to exercise the voting
rights and other shareholder rights to be exercised at the General Meeting, are
conditional on the shareholdings at the end of April 29, 2014 (record date).
Only persons who are shareholders on this record date and provide evidence of it
are eligible to participate in the General Meeting.
A deposit confirmation in accordance with § 10a AktG is required as evidence of
shareholding on the record date. This deposit confirmation must be received by
the Company at the latest on May 6, 2014 at one of the following addresses only.


By post or courier  RHI AG
                    Investor Relations
                    Attn. Mr. Simon Kuchelbacher
                    Wienerbergstraße 9
                    1100 Vienna
By fax:    +43 (1) 8900 500 - 52
By e-mail:  anmeldung.rhi@hauptversammlung.at; the deposit confirmation in text
form, for example as a PDF, must be attached to the e-mail.
By SWIFT:   GIBAATWGGMS - Message Type MT598; always specify ISIN AT0000676903
in the text


Deposit confirmation in accordance with § 10a AktG

The deposit confirmation must be issued by a depositary bank domiciled in a
member state of the European Economic Area or a full member state of the OECD
and must contain the following details:
- Details of the issuer: name/company and address or a code commonly used in
dealings between banks (BIC),

- Details of the shareholder: name/company, address, date of birth for natural
persons; for legal entities, if applicable, register and register number,
- Information regarding shares: number of shares held by the shareholder, ISIN
AT0000676903,
- Deposit number or other description,
- Point of time which the deposit confirmation refers to.

The deposit confirmation as evidence of shareholdings required to participate in
the General Meeting must refer to the above-mentioned record date April 29,
2014.
The deposit confirmation will be accepted in German or English.


REPRESENTATION BY PROXY

All shareholders eligible to participate in the General Meeting have the right
to appoint a representative (proxy) who attends the General Meeting on behalf of
the shareholder and has the same rights as the shareholder he/she represents.
The power of attorney must be granted to a specific person (natural person or
legal person) in text form. It is also possible to grant power of attorney to
several persons. 
The power must be received by the Company at one of the following addresses
only:


By post or courier  RHI AG
                    Investor Relations
                    Attn. Mr. Simon Kuchelbacher
                    Wienerbergstraße 9
                    1100 Vienna
By fax:     +43 (1) 8900 500 - 52
By e-mail:anmeldung.rhi@hauptversammlung.at; the power of attorney in text
form, for example as a PDF, must be attached to the e-mail
Personally:  at the registration at the venue of the General Meeting.

An authorization form for granting power of attorney and a form for revoking
power of attorney will be sent to shareholders upon request and will be
available on the website of the Company at www.rhi-ag.com.
Unless the power of attorney is handed over personally at the registration on
the day of the General Meeting, it must arrive at the Company by May 8, 2014 by
4.00 p.m. at the latest. 
The aforementioned provisions for granting power of attorney apply mutatis
mutandis for a revocation of the power of attorney.

As a special service, a representative of the interest group Interessenverband
für Anleger, IVA, 1130 Vienna, Feldmühlgasse 22, is available to shareholders as
an independent representative to exercise voting rights bound by instructions at
the General Meeting; a special form to grant this power of attorney is available
for this purpose on the website of the Company at www.rhi-ag.com. In addition,
Dr. Wilhelm G. Rasinger of IVA can be contacted directly by phone +43 1 8763343
0, fax +43 1 8763343 49 or e-mail at wilhelm.rasinger@iva.or.at.


TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time the General Meeting is convened the share capital of the Company in
the amount of EUR 289,376,212.84 is divided into 39,819,039 no-par shares. Each
share grants one vote. At the time of convening the General Meeting, the Company
holds no treasury shares. It can derive no rights therefrom. 10,127 no-par
shares have been invalidated in accordance with § 67 in connection with § 262
para. 29 AktG. The total of shares eligible to participate and vote amounts to
39,808,912 at the time of convening the General Meeting. 
In order to ensure smooth registration procedures shareholders are requested to
arrive for the General Meeting in time before its beginning. Shareholders will
be admitted to collect voting cards from 9:00 a.m. 
Shareholders who neither received admission cards nor copies of the deposit
confirmation are kindly requested to bring a valid official identity document to
the General Meeting.

Vienna, April 2014

The Management Board


Further inquiry note:
RHI AG  
Investor Relations
Mag. Simon Kuchelbacher
Tel: +43-1-50213-6676
Email: simon.kuchelbacher@rhi-ag.com

end of announcement                               euro adhoc 
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issuer:      RHI AG
             Wienerbergstrasse 9
             A-1100 Wien
phone:       +43 (0)50213-6676
FAX:         +43 (0)50213-6130
mail:     rhi@rhi-ag.com
WWW:      http://www.rhi-ag.com
sector:      Refractories
ISIN:        AT0000676903
indexes:     ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

Original-Content von: RHI AG, übermittelt durch news aktuell

Weitere Meldungen: RHI AG

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