Alle Storys
Folgen
Keine Story von Rosenbauer International AG mehr verpassen.

Rosenbauer International AG

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

--------------------------------------------------------------------------------
  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
--------------------------------------------------------------------------------
Rosenbauer International AG
Leonding, Reg.n° FN 78543 f
ISIN AT0000922554

Notice of Meeting

We hereby invite our shareholders to the

20th Annual General Meeting of
Rosenbauer International AG

on Friday May 25, 2012 at 2 p.m.,
in the 'Altes Rathaus' (Old Town Hall), Hauptplatz 1-5, 4020 Linz, Austria

1.Presentation of the approved 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 2011 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 2011 financial year

4.Resolution on the discharge of the members of the Supervisory Board from their
responsibility for the 2011 financial year

5.Election of the auditor for the financial statements and the consolidated
financial statements for the 2012 financial year

6.Election of a member to the Supervisory Board

7.Resolution on
a.authorizing the Executive Board to purchase the Company's own shares pursuant
to § 65 Sect. 1 Clause 8 and Sect. 1a and Sect. 1b 6f of AktG (Austrian
Companies Act);
b.authorizing the Executive Board to opt to sell the Company's own shares by
other means than by way of the stock exchange or than by a public offering
excluding shareholders' subscription rights;
c.rescinding the authorization most recently granted to the Executive Board (by
resolution of the General Meeting held on May 21, 2010) to purchase the
Company's own shares.


DOCUMENTS FOR THE GENERAL MEETING

From no later than May 4, 2012 onwards, the following documents will be
available on the Company's website www.rosenbauer.com, as well as at the General
Meeting itself:

- financial statements, including the situation report
- corporate governance report
- consolidated financial statements, including the Group situation report
- proposal with respect to the distribution of profits
- report of the Supervisory Board
(in each of the above cases, for the 2011 financial year);
- proposed resolutions on agenda items 2 - 7
- statement by the candidate for election to the Supervisory Board (agenda item
6) pursuant to § 87 Sect. 2 of AktG (Austrian Companies Act).
- report of the Executive Board on agenda item 7 (share buy-back 2012, exclusion
of subscription rights)
- form for granting a proxy
- form for revoking a proxy
- complete text of this Notice of Meeting.

INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO §§ 109, 110, AND 118 OF AKTG
(AUSTRIAN COMPANIES ACT)

Shareholders who jointly hold 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 4, 2012, exclusively to
the address Paschinger Strasse 90, 4060 Leonding, Austria, 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. In the case of bearer shares kept in safe deposit, a
safe-custody receipt ('Depotbestätigung') pursuant to § 10a of AktG (= Austrian
Companies Act) shall be sufficient evidence that the shareholders making such
requests have held their shares for at least three months prior to making such
requests. 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.

Shareholders holding jointly at least 1% of the share capital are entitled to
submit proposals for resolution on any item of the agenda, including a statement
of grounds, in writing, and to require that such proposals, including the
grounds therefor, be made available on the website of the Company together with
any statement thereon by the Executive or Supervisory Board. Such request must
be delivered to the Company in writing no later than May 15, 2012, either by
telefax to +43 732 6794-89 or to the address Paschinger Strasse 90, 4060
Leonding, Austria, 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 Companies Act) by the person
proposed for election. In the case of bearer shares kept in safe deposit, a
safe-custody receipt pursuant to § 10a of AktG (Companies Act) shall be
sufficient evidence that the holders are indeed shareholders who are thereby
entitled to exercise shareholders' rights; 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.

In the case of bearer shares that are not kept in safe deposit, written
confirmation from a notary shall be sufficient. The above requirements for
safe-custody receipts shall apply, analogously, to this confirmation.

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.

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,
provided that he/she can demonstrate eligibility to attend as set out below.

Attention is expressly drawn to the following: 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 15, 2012. Every such proposal for election must be
accompanied by the statement required from the proposed person by § 87 Sect. 2
AktG (Austrian Companies Act) regarding his/her specialist qualifications,
professional or comparable functions held, and any circumstances that might
constitute grounds for fearing a conflict of interest. All shareholders may
submit motions to the General Meeting on any other agenda item, also during the
Meeting (i.e. with no requirement for prior notification).

Further information on these rights of shareholders pursuant to §§ 109, 110 and
118 of AktG (Companies Act), and in particular on how proof of the requisite
share ownership is to be furnished, is available on the Company's website
www.rosenbauer.com.

QUALIFYING DATE AND ELIGIBILITY TO ATTEND THE GENERAL MEETING

Eligibility to attend the General Meeting, and to exercise voting and other
shareholder rights in the context of the General Meeting, is governed by the
shareholdings as at the close of May 15, 2012 (qualifying date).

The General Meeting may only be attended by persons who are shareholders at the
qualifying date, and who provide evidence of their shareholding to the Company.

Bearer shares kept in safe deposit

In the case of bearer shares kept in safe deposit, a safe-custody receipt
pursuant to § 10a of AktG (Companies Act), which shall be delivered to the
Company by May 22, 2012 solely at one of the addresses stated below, shall be
sufficient evidence of a shareholder's shareholding at the qualifying date.


By post Rosenbauer International AG
        Investor Relations
        Attn. Ms. Gerda Königstorfer
        Paschinger Strasse 90
        4060 Leonding, Austria


By telefax: +43 (0)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.

With regard to safe-custody receipts and statements made in accordance with §
114 Sect. 1 fourth sentence of AktG (the Austrian Companies Act), Rosenbauer
International AG no longer accepts these via an internationally widespread and
specially secured messaging network run by financial institutions (SWIFT), as
other channels of electronic communication (telefax and e-mail) have been opened
up instead. The reason for this is that although Rosenbauer International AG
offered SWIFT as a possible channel for electronic communications before each of
the last two General Meetings, the custodian banks made next to no use of this
facility.
 
Bearer shares not kept in safe deposit

In the case of bearer shares that are not kept in safe deposit, written
confirmation from an Austrian notary public, delivered to the Company solely at
one of the addresses above, shall be sufficient.

The following requirements for safe-custody receipts shall apply, analogously,
to the contents of this notarial confirmation (except for the safe-custody
account number).

Safe-custody receipt pursuant to § 10a of AktG (Companies 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:
- information on the issuer: (corporate) name and address or any code that is
customarily used among credit institutions 
- 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
- information on the shares: number of shares held by the shareholder, ISIN
AT0000922554
- safe-custody account number and/or other designation
- date to which the safe-custody receipt refers

The safe-custody receipt furnished as evidence of the shareholding must refer to
the qualifying date of May 15, 2012 specified above.

Safe-custody receipts will be accepted in either English or German.

Shareholders will not be blocked by registering for the General Meeting and/or
by submitting a safe-custody receipt. For this reason, they may continue to
freely dispose of their shares even after registering and/or submitting a
safe-custody receipt.

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 notification (or revocation) of a proxy must be delivered to the Company by
4 p.m. on May 24, 2012, solely to one of the following addresses:


By post Rosenbauer International AG
        Investor Relations
        Attn. Ms. Gerda Königstorfer
        Paschinger Strasse 90
        4060 Leonding, Austria


By telefax: +43 (0)732 6794 - 89

By e-mail:  ir@rosenbauer.com, in which case such written notification (or
revocation) of proxy must be sent as an attachment (e.g. pdf file) to the e-mail

On the day of the General Meeting:
only possible in person, when registering for the Meeting at the venue

A proxy form and/or a form for revoking the proxy will be sent to shareholders
upon request and may be downloaded from the Company's website at
www.rosenbauer.com.

In cases where a shareholder has granted a proxy to his or her custodian bank,
it is sufficient if the latter declares, in addition to the safe-custody
receipt, that it has been given such proxy. With regard to the delivery of such
authorization, § 10a of AktG (Companies Act) shall apply 'mutatis mutandis'.

Total number of shares and voting rights

At the date of the convening of the General Meeting, the nominal share capital
of the Company 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 million non-par-value shares.

Admission for collecting voting cards will commence at 1.30 p.m.

Leonding, April 2012

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 
--------------------------------------------------------------------------------


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 Storys: Rosenbauer International AG
Weitere Storys: Rosenbauer International AG