20.04.2016,
13706 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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,\nCorporate governance report,\nConsolidated financial statements and Group management report,\nProposal for the appropriation of profits,\nReport of the Supervisory Board,\n in each case for the 2015 financial year;
Proposed resolutions on agenda items 2-8,\nStatement of the candidate for election to the Supervisory Board under item 6\n 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,\nForm for revoking a proxy,\nFull text of this Convening of the Annual General Meeting.\n 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,\nTime to which the deposit certificate relates.\n 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
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
Digital press kit: http://www.ots.at/pressemappe/2916/aom
BSN Podcasts
Christian Drastil: Wiener Börse Plausch
Börsepeople im Podcast S14/12: Gernot Heitzinger
Rosenbauer
Akt. Indikation: 38.10 / 39.10
Uhrzeit: 19:03:23
Veränderung zu letztem SK: 0.52%
Letzter SK: 38.40 ( 0.79%)
Bildnachweis
1.
Rosenbauer Konzernergebnis 2015, Seite 2/3, komplettes Dokument unter http://boerse-social.com/static/uploads/file_869_rosenbauer_konzernergebnis_2015.pdf
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