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18.09.2020
General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
18.09.2020
CONVOCATION of the shareholders for the ANNUAL GENERAL MEETING of Raiffeisen Bank International AG commercial register of the Commercial Court of Vienna under FN 122119 m ISIN AT0000606306 which will be held as a virtual assembly on Tuesday, 20 October 2020 at 10:00 a.m. (CEST) at Raiffeisen Bank International AG, Raiffeisensaal, Am Stadtpark 9, 1030 Vienna, Austria.
I. Conducting a virtual Annual General Meeting without the physical presence of shareholders
After careful consideration, the Management Board of Raiffeisen Bank International AG has decided to conduct this year's Annual General Meeting as a virtual meeting in view of the COVID-19 pandemic to protect shareholders and other participants. The Annual General Meeting of Raiffeisen Bank International AG will therefore be conducted on the basis of sec. 1 of the Federal Act concerning special measures in company law due to COVID-19 (COVID-19 Company Law Act (Gesellschaftsrechtliches COVID-19-Gesetz), Federal Law Gazette I No. 16/ 2020 as amended) and the Ministry of Justice Regulation on the more detailed provisions for the conducting of meetings under company law without the physical presence of the participants and on passing resolutions in alternative ways (COVID-19 Company Law Ordinance (Gesellschaftsrechtliche COVID-19-Verordnung), Federal Law Gazette II No. 140/2020) in the form of a virtual assembly by means of a one-way acoustic and optical connection in real time in accordance with sec. 3 para. 1 COVID-19 Company Law Ordinance without the physical presence of the shareholders.
II. Participation of shareholders through the AGM portal and by granting authorization to special proxies
The Company is providing the AGM portal for the participation of shareholders in this year's Annual General Meeting. Shareholders can therefore participate in the virtual Annual General Meeting by electronic connection using individual access details through the AGM portal set up by the Company. In addition, shareholders are offered the opportunity to exercise their shareholder rights through one of the special proxies proposed by the Company in accordance with sec. 3 para. 4 COVID-19 Company Law Ordinance.
Detailed information on the organizational and technical requirements for participation in the virtual Annual General Meeting ("Participation Information") will be available from 18 September 2020 on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020] in accordance with sec. 3 para. 3 in conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinance.
III. Partial transmission of the Annual General Meeting on the Internet
The Annual General Meeting will be broadcast publicly on the Internet from approximately 10:00 a.m. (CEST) at www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020] in part, from the beginning to the end of the presentation of agenda item 1 in accordance with sec. 3 para. 2 COVID-19 Company Law Ordinance in conjunction with sec. 102 para. 4 of the Stock Corporation Act (Aktiengesetz).
A. AGENDA
1. Presentation of the approved annual financial statements, including the management report, the consolidated financial statements and consolidated management report, each as at 31 December 2019, and the proposal for the utilization of profit, the separate non-financial report and the report of the Supervisory Board for the 2019 financial year as well as the Management Board's Corporate Governance Report. 2. Resolution on the utilization of net profit, as shown in the annual financial statements as at 31 December 2019. 3. Resolution on the release of the members of the Management Board from liability for the 2019 financial year. 4. Resolution on the release of the members of the Supervisory Board from liability for the 2019 financial year. 5. Appointment of an auditor (bank auditor) for the audit of the annual financial statements and consolidated financial statements for the 2021 financial year. 6. Elections to the Supervisory Board. 7. Resolution on the principles for the remuneration of the members of the Management Board and the Supervisory Board (remuneration policy). 8. Resolution to authorize the purchase and, if applicable, the retirement of own shares pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the Stock Corporation Act and in connection therewith authorization of the Management Board, subject to the consent of the Supervisory Board, to exclude shareholders' tender rights and authorization, with the consent of the Supervisory Board, to sell own shares by other means than on the stock exchange or through a public offering with exclusion of shareholders' subscription rights. 9. Resolution on the authorization to acquire own shares pursuant to sec. 65 para. 1 sub-para. 7 of the Stock Corporation Act for the purpose of securities trading. 10. Resolution on the authorization to issue convertible bonds pursuant to sec. 174 para. 2 of the Stock Corporation Act or contingent mandatory convertible bonds pursuant to sec. 26 of the Banking Act (Bankwesengesetz) and the exclusion of subscription rights. 11. Resolution on the establishment of conditional capital. 12. Resolution on the amendments to Articles 4, 10, 14 and 15 of the Articles of Association. 13. Resolution on the demerger of the equity banking division (Equity Value Chain) from Raiffeisen Centrobank AG as transferring company through a proportional demerger through absorption by way of universal succession as of the demerger date of 30 June 2020 to Raiffeisen Bank International AG as acquiring company, with continuity of Raiffeisen Centrobank AG, without granting of shares in the acquiring company and approval of the demerger and takeover contract.
B. DOCUMENTS RELATED TO THE GENERAL MEETING
The following documents will be available on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020] as from 18 September 2020:
Annual financial statements for 2019, including the management report\nConsolidated financial statements for 2019, including the consolidated management report;\nCorporate Governance Report 2019\nProposal for the utilization of profit for the financial year 2019;\nSeparate non-financial report for the financial year 2019;\nReport of the Supervisory Board for the financial year 2019;\nProposed resolutions for items 2 to 13 on the agenda;\nStatements of the nominees for election to the Supervisory Board with respect to item 6 on the agenda, pursuant to sec. 87 para. 2 of the Stock Corporation Act, including curriculum vitae;\nRemuneration Policy for the members of the Management Board and Supervisory Board;\nReport of the Management Board regarding item 8 on the agenda;\nReport of the Management Board regarding item 10 on the agenda;\nArticles of Association showing the proposed amendments set out under item 12 on the agenda;\nComplete text of this convocation notice;\nForms for granting and revoking a proxy pursuant to sec. 114 of the Stock Corporation Act as well as for special proxies;\nInformation on the organizational and technical requirements for participation in the virtual Annual General Meeting in accordance with sec. 3 para. 3 in conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinace ("Participation Information");\nInquiry form\nRegarding agenda item 13:
Demerger and acquisition agreement and enclosures;\nAnnual financial statements and management reports of Raiffeisen Bank International AG and Raiffeisen Centrobank AG, in each instance for the last 3 financial years;\nClosing balance sheet of Raiffeisen Centrobank AG as at 30 June 2020;\nCorporate Governance Reports of Raiffeisen Bank International AG for the last 3 financial years;\nSemi-annual financial reports of Raiffeisen Bank International AG and Raiffeisen Centrobank AG, in each case as at 30 June 2020;\nDemerger Report of the management board of Raiffeisen Centrobank AG;\nAudit Report of the demerger Auditor;\nDemerger Report of the supervisory board of Raiffeisen Centrobank AG\nNotification pursuant to sec. 17 in conjunction with sec. 7 of the Demerger Act (Spaltungsgesetz)\n C. RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING
Record date pursuant to sec. 111 of the Stock Corporation Act
The right to participate in the General Meeting and to exercise voting rights and other shareholder rights which are to be exercised during the course of the General Meeting depends on the ownership of shares at the end of the tenth day prior to the General Meeting (record date). This record date is 10 October 2020, 24:00 (CEST). Only those who are shareholders on the record date, and are able to provide the Company with proof of this, are entitled to participate in the General Meeting.
Proof of share ownership
All bearer shares of the Company are deposited bearer shares. Share ownership on the record date is to be proven by the submission of a deposit certificate (Depotbestätigung) pursuant to sec. 10a of the Stock Corporation Act, which must be received by the Company no later than 15 October 2020, 24:00 (CEST) solely through or at one of the following communication channels and addresses:
1. for the transmission of the deposit certificate in written form by mail or courier service: Raiffeisen Bank International AG c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna by e-mail an electronic document in PDF format with a qualified electronic signature: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at] by SWIFT: RZBAATWWXXX Message Type MT598 or MT599; add "HV RBI" in field 20 and "ISIN AT0000606306" in field 77E or 79
2. for the transmission of the deposit certificate in text form pursuant to sec. 15 para. 2 of the Articles of Association by fax: +43 (0) 1 3750 215-99 by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at] with the deposit certificate attached to the e-mail (e.g. pdf)
Deposit certificate pursuant to sec. 10a of the Stock Corporation Act
The deposit certificate must be issued by the depositary credit institution, which must have its registered office in a member state of the European Economic Area or in a full member state of the OECD, in German or English, and it must contain the following:
Information on the issuer: name/company name and address or any code used between credit institutions (SWIFT);\nInformation on the shareholder: name/company name, address, date of birth of natural persons, register and register no. of legal entities;\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000606306;\nSecurities account number, or, if not available, another relevant reference or identifier;\nExpress confirmation that the deposit certificate relates to the record date of 10 October 2020, 24:00 (CEST).\nSubmission of the deposit certificate serves at the same time as registration for the General Meeting. Registered shareholders in this convocation notice therefore refers to those shareholders whose deposit certificates have been received by the Company on a timely basis.
Shareholders are not blocked by registering for the General Meeting or by submitting a deposit certificate; shareholders can therefore continue to freely dispose of their shares after registration or submission of a deposit certificate.
D. REFERENCE TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO sections 109, 110, 118 AND 119 OF THE STOCK CORPORATION ACT
Requesting additional agenda items
Shareholders whose shares equal individually or in aggregate 5% of the share capital of the Company and who prove that they have held these shares for at least three months prior to submission of the request (as to establishing proof, see below) may request in writing that items be added to the agenda of this General Meeting and that an announcement is made in this respect. This request must be received by the Company, at Raiffeisen Bank International AG, Attn. Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna, Austria, in writing (signature required) no later than 29 September 2020. A proposed resolution and a statement specifying the reasons for the proposal must accompany each requested agenda item. Each resolution proposal must (also) be submitted in the German language.
Proof of shareholder status requires the submission of a deposit certificate pursuant to sec. 10a of the Stock Corporation Act, confirming that the shareholders submitting the request (5% of the share capital) have held the shares continuously for at least three months prior to its submission. This deposit certificate must not be more than seven days old at the time of its submission to the Company. Where there are several shareholders holding shares which only equal the required 5% of the share capital when taken together, or in the case of more than one deposit certificate for shares which only equal the required 5% when taken together, the deposit certificates must refer to the same effective date. With respect to the other requirements related to deposit certificates, reference is made to the information under Section C.
Proposals for resolutions
Shareholders whose shares equal individually or in aggregate 1% of the share capital of the Company may submit to the Company proposals for resolutions in respect of each agenda item together with a statement specifying the reasons for the proposal and request that these proposals be made available on the Company's website (as recorded in the commerical register) together with the names of the respective shareholders, the accompanying statements of reasons for the proposals and any statements issued by the Management Board or Supervisory Board, provided that this request is made in text form and received by the Company no later than 9 October 2020 either by fax to +43 (0) 1 3750 215-99, by e-mail to anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at], with the request attached to the e-mail as a scanned attachment (e.g. pdf), or by mail or courier service to Raiffeisen Bank International AG, Attn. Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna, Austria.
A proposed resolution that has been published on the Company's website pursuant to sec. 110 of the Stock Corporation Act may only be voted on if it is repeated as a motion at the General Meeting. Each resolution proposal must (also) be submitted in a German language version.
In the case of a proposal for elections to the Supervisory Board (item 6 on the agenda) the reasons to be attached are replaced by the statements of the Supervisory Board nominees pursuant to sec. 87 para. 2 of the Stock Corporation Act. In these statements, the nominees must set out their expert qualifications, professional or similar experience, and any circumstances that may give rise to concerns with regard to potential conflicts of interest. Such proposals must reach the Company in text form by 9 October 2020 at the latest and be made available by the Company on the Company's website by 13 October 2020 at the latest, failing which the persons concerned may not be included in the vote.
With respect to agenda item 6 "Elections to the Supervisory Board" and any potential election proposal made by shareholders pursuant to sec. 110 of the Stock Corporation Act, the following information is provided by the Company pursuant to sec. 110 para. 2 sub-para. 2 of the Stock Corporation Act:
The Supervisory Board of Raiffeisen Bank International AG consists in principle of twelve members (currently eleven due to the resignation of one Supervisory Board member) elected by the General Meeting (shareholder representatives) and six members delegated by the staff council pursuant to sec. 110 of the Labor Constitution Act (Arbeitsverfassungsgesetz). Prior to the resignation of one Supervisory Board member on 18 June 2020, nine of the twelve shareholder representatives were men and three were women. Four of the six employee representatives are men and two are women. The Supervisory Board therefore currently consists of twelve men (previously thirteen men) and five women and fulfills the minimum quota requirement pursuant to sec. 86 para. 7 of the Stock Corporation Act.
It is reported that no objection pursuant to sec. 86 para. 9 of the Stock Corporation Act has been raised either by the majority of the shareholders' representatives or by the majority of the employees' representatives and that, as a result, there is no separate fulfillment, but rather joint fulfillment of the minimum quota requirement pursuant to sec. 86 para. 7 of the Stock Corporation Act.
If there is no increase in the number of Supervisory Board members within the scope of the Articles of Association in relation to agenda item 6, "Elections to the Supervisory Board", in the event of a potential nomination by shareholders, if the nomination is accepted it must be ensured that of the eighteen Supervisory Board members at least five are women.
When electing Supervisory Board members, the General Meeting shall take into account the criteria laid down in sec. 87 para. 2a of the Stock Corporation Act, in particular the professional and personal qualifications of the members, the professionally balanced composition of the Supervisory Board, aspects of diversity and international nature as well as professional reliability. Further, each person proposed must meet the requirements for the professional suitability, experience, personal reliability and availability in terms of time of the members of the Supervisory Board pursuant to sec. 28a para. 5 of the Banking Act at all times. Sec. 28a para. 3 of the Banking Act lays down further requirements for the Chairman of the Supervisory Board.
Submission of a deposit certificate pursuant to sec. 10a of the Stock Corporation Act which, at the time of its submission to the Company, must not be more than seven days old, is required as proof of share ownership for the purposes of exercising these shareholder rights. Where there are several shareholders holding shares which only equal the required 1% of the share capital when taken together, or in the case of more than one deposit certificate for shares which only equal the required 1% when taken together, all deposit certificates must refer to the same effective date. With respect to the other requirements related to deposit certificates, reference is made to the information under Section C.
AGM Portal
At the Company's virtual Annual General Meeting on 20 October 2020, the Company's AGM portal will be available to shareholders for exercising their voting and other shareholder rights. The AGM portal can be accessed as from the record date (10 October 2020, 24:00 (CEST)) at www.rbinternational.com/en/ investors/events-overview/annual-general-meetings/annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events-overview/annual-general- meetings/annual-general-meeting-2020].
The AGM portal enables registered shareholders to:
Participate in the Annual General Meeting by means of an acoustic and optical connection in real time\nExercise their voting rights\nSubmit a motion for a resolution\nRaise an objection\nExercise the right to information\nAuthorize a representative or a special proxy\nFurther information on participation through the AGM portal can be found in the Participation Information, which will be available as from 18 September 2020 on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/ annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ %20annual-general-meeting-2020] .
Right to information
Pursuant to sec. 118 of the Stock Corporation Act, information regarding the affairs of the Company must be provided to each shareholder at the General Meeting upon request insofar as the information is necessary for the proper assessment of an item on the agenda.
The information must comply with the principles of conscientious and accurate accounting. The information request may be refused if, according to reasonable business judgment, it is likely to cause a substantial disadvantage to the Company or an affiliated company or if its disclosure would be punishable by law. A request for information may also be refused if the information was continuously available on the Company's website (www.rbinternational.com/en/ investors/events-overview/annual-general-meetings/annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events-overview/annual-general- meetings/annual-general-meeting-2020]) in the form of questions and answers for at least seven days prior to the beginning of the General Meeting. The reason for the refusal to provide information must be given.
Every shareholder can exercise his/her right to information in the virtual Annual General Meeting through the AGM portal.
Each shareholder is also invited to send his/her questions directly to the Company before the Annual General Meeting by e-mail to fragen.rbi@anmeldestelle.at. In order to identify shareholders, at the same time as questions are submitted information must be provided with regard to full name, date of birth or commercial register number (only for legal entities), the securities account number and the name of the credit institution maintaining the securities account, along with a copy of the signature (or other means of identification). Shareholders may use the question form available on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020], which contains the aforementioned information for identification. Each shareholder is requested to submit the questions to the Company in good time so that they reach the Company at the latest on the second business day before the Annual General Meeting (i.e. 16 October 2020) in order to facilitate detailed preparation on the part of the Management Board and a swift response to the shareholder's questions in the General Meeting. The Company reserves the right to not answer questions that cannot be assigned to a shareholder.
Every shareholder is entitled to submit motions at the Annual General Meeting for each item on the agenda (sec. 119 Stock Corporation Act).
Further details on exercising these shareholder rights through the AGM portal can be found in the Participation Information, which can be accessed on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020].
E. REPRESENTATION BY PROXY AND SPECIAL PROXIES IN ACCORDANCE WITH SEC. 3 PARA. 4 COVID-19 COMPANY LAW ORDINANCE
Each shareholder may exercise their rights to vote, submit a motion and raise an objection directly through the AGM portal. The Company is additionally making four qualified proxy voting representatives, who are independent of the Company, available to shareholders for the exercise of their shareholder rights (sec. 3 para. 4 of the COVID-19 Company Law Ordinance). The costs of the special proxy representatives are borne by the Company.
The following special proxy representatives are available (in alphabetical order):
1. Maria Brandstetter Lawyer Stephansplatz 4/8, 1010 Vienna Tel: +43 (0) 1 513 85 12 E-mail: brandstetter.rbi@anmeldestelle.at [brandstetter.rbi@anmeldestelle.at]
2. Michael Knap c/o IVA - Interessenverband für Anleger Feldmühlgasse 22, 1130 Vienna Mobile: +43 (0) 664 213 87 40 E-mail: knap.rbi@anmeldestelle.at [knap.rbi@anmeldestelle.at]
3. Christian Temmel Lawyer c/o DLA Piper Weiss-Tessbach Rechtsanwälte GmbH Schottenring 14, 1010 Vienna Tel: +43 (0) 1 531 78 1505 E-mail: temmel.rbi@anmeldestelle.at [temmel.rbi@anmeldestelle.at]
4. Gernot Wilfling Lawyer c/o Müller Partner Rechtsanwälte GmbH Rockhgasse 6, 1010 Vienna Tel: +43 (0) 1 535 8008 27 E-mail: wilfling.rbi@anmeldestelle.at [wilfling.rbi@anmeldestelle.at]
The authorization of the special proxy representative through the AGM portal is possible as from the record date (10 October 2020, 24:00 (CEST)) until the start of voting on the day of the General Meeting. Through the AGM portal, shareholders may also change or revoke any authorization previously granted or instructions issued to the special proxy repesentatives during the General Meeting until the start of voting.
Unless the authorization of the special proxy representative is submitted through the AGM portal, the authorization of the special proxy representiatve must be received at one of the special proxy representative addresses shown above on 19 October 2020 at 16:00 (CEST) at the latest.
Every shareholder entitled to participate in the virtual General Meeting has the right to appoint a proxy to act on his/her behalf at the virtual General Meeting and who shall have the same rights as the shareholder he/she represents.
The proxy must be granted to a specific person (either a natural person or a legal entity) in text form. More than one person can be authorized. If a shareholder has granted a proxy to the bank where he/she has deposited his/her shares, it is sufficient for the bank to provide the Company with a declaration that it has been granted a proxy, in addition to submitting the deposit certificate. For the transmission of such declarations sec. 10a para. 3 of the Stock Corporation Act shall apply mutatis mutandis.
Unless the proxy authorization is submitted through the AGM portal, it must be received by the Company at one of the addresses listed below no later than 19 October 2020 at 16:00 (CEST):
by fax: +43 (0) 1 3750 215-99, by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at], with the proxy authorization attached to the e-mail (e.g. pdf), by SWIFT: RZBAATWWXXX, Message Type MT598 or MT599; enter "HV RBI" in field 20 and "ISIN AT0000606306" in field 77E or 79, or by mail or courier service: Raiffeisen Bank International AG c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna
A form for granting proxy authorization and one for revocation of proxy authorization will be sent upon request and are available on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general- meetings/annual-general-meeting-2020 [http://www.rbinternational.com/en/ investors/events-overview/annual-general-meetings/annual-general-meeting-2020].
The aforementioned provisions for issuing a proxy authorization shall apply mutatis mutandis to the revocation of proxies.
Further details on representation by proxy and special proxy representatives can be found in the Participation Information, which can be accessed on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020].
F. INFORMATION FOR SHAREHOLDERS ON DATA PROCESSING
Raiffeisen Bank International AG processes the personal data of shareholders or their proxies and other persons attending the General Meeting (the "participants"), in particular name, address, date of birth, registration number of legal entities, securities account number, number of shares, voting card number, e-mail address and where applicable telephone number, on the basis of the applicable data protection laws and the Stock Corporation Act in order to enable them to exercise their rights at the General Meeting.
Raiffeisen Bank International AG receives this data from sources including depositary credit institutions (deposit certificates) or from the participants themselves when registering for the General Meeting, when requesting access details and/or appointing proxies and from input to the AGM portal. In principle, participants are obliged to provide Raiffeisen Bank International AG with the necessary information. The processing of participants´ personal data is necessary for participation in the General Meeting and for its proper preparation, execution and related activities following the General Meeting. Service providers and data processors commissioned by Raiffeisen Bank International AG for the purpose of organizing the General Meeting (including in particular IT as well as back office service providers such as Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna) receive from Raiffeisen Bank International AG only those personal data which are necessary for the execution of the service commissioned and process these data solely in accordance with Raiffeisen Bank International AG's instructions. In compliance with its legal obligations, Raiffeisen Bank International AG also passes on the personal data of shareholders and their proxies to public authorities such as the commercial register or Financial Market Authority.
The data of the participants will be anonymized or deleted after the end of the respective applicable legal periods. In addition to the legal storage and documentation periods resulting from the Commercial Code (Unternehmensgesetzbuch), the Federal Tax Code (Bundesabgabenordnung) and the Banking Act among other areas, the legal limitation periods, which may in certain cases be up to 30 years according to the Civil Code ((Allgemeines Bürgerliches Gesetzbuch), must also be taken into account with respect to the storage period.
All participants have the right to information, correction, deletion or restriction of the processing of personal data concerning them, the right of objection to the processing and the right to data portability in accordance with the conditions of data protection law.
Participants can exercise these rights with respect to Raiffeisen Bank International AG free of charge using the following contact details:
Raiffeisen Bank International AG Group Data Privacy Office Am Stadtpark 9, 1030 Vienna, Austria datenschutz@rbinternational.com +43 (0)1 71 707-8603
Further information on data protection can be found on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020].
G. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time the convocation notice for the General Meeting was issued, the share capital of the Company was EUR 1,003,265,844.05, divided into 328,939,621 ordinary bearer shares carrying voting rights (no-par value shares). Each share confers the right to one vote. As of the effective date the Company and its subsidiaries held 322,204 own shares. The Company has no rights from these shares; shares owned by the Company and its subsidiaries do not confer any voting rights.
As of the effective date the total number of shares which grant the holder the right to participate at the General Meeting and carry voting rights amounted to 328,617,417. There are no other classes of shares.
Vienna, September 2020
The Management Board of Raiffeisen Bank International AG
end of announcement euro adhoc
Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/documents/2231/12/10559078/1/avGM_2020_Convocation_secured.pdf
issuer: Raiffeisen Bank International AG Am Stadtpark 9 A-1030 Wien phone: +43 1 71707-2089 FAX: +43 1 71707-2138 mail: ir@rbinternational.com WWW: www.rbinternational.com ISIN: AT0000606306 indexes: ATX stockmarkets: Wien, Luxembourg Stock Exchange language: English
Digital press kit: http://www.ots.at/pressemappe/5366/aom


RBI
Akt. Indikation:  16.45 / 16.48
Uhrzeit:  12:23:50
Veränderung zu letztem SK:  -1.76%
Letzter SK:  16.76 ( 2.70%)



 

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    EANS-General Meeting: Raiffeisen Bank International AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act


    18.09.2020
    General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
    18.09.2020
    CONVOCATION of the shareholders for the ANNUAL GENERAL MEETING of Raiffeisen Bank International AG commercial register of the Commercial Court of Vienna under FN 122119 m ISIN AT0000606306 which will be held as a virtual assembly on Tuesday, 20 October 2020 at 10:00 a.m. (CEST) at Raiffeisen Bank International AG, Raiffeisensaal, Am Stadtpark 9, 1030 Vienna, Austria.
    I. Conducting a virtual Annual General Meeting without the physical presence of shareholders
    After careful consideration, the Management Board of Raiffeisen Bank International AG has decided to conduct this year's Annual General Meeting as a virtual meeting in view of the COVID-19 pandemic to protect shareholders and other participants. The Annual General Meeting of Raiffeisen Bank International AG will therefore be conducted on the basis of sec. 1 of the Federal Act concerning special measures in company law due to COVID-19 (COVID-19 Company Law Act (Gesellschaftsrechtliches COVID-19-Gesetz), Federal Law Gazette I No. 16/ 2020 as amended) and the Ministry of Justice Regulation on the more detailed provisions for the conducting of meetings under company law without the physical presence of the participants and on passing resolutions in alternative ways (COVID-19 Company Law Ordinance (Gesellschaftsrechtliche COVID-19-Verordnung), Federal Law Gazette II No. 140/2020) in the form of a virtual assembly by means of a one-way acoustic and optical connection in real time in accordance with sec. 3 para. 1 COVID-19 Company Law Ordinance without the physical presence of the shareholders.
    II. Participation of shareholders through the AGM portal and by granting authorization to special proxies
    The Company is providing the AGM portal for the participation of shareholders in this year's Annual General Meeting. Shareholders can therefore participate in the virtual Annual General Meeting by electronic connection using individual access details through the AGM portal set up by the Company. In addition, shareholders are offered the opportunity to exercise their shareholder rights through one of the special proxies proposed by the Company in accordance with sec. 3 para. 4 COVID-19 Company Law Ordinance.
    Detailed information on the organizational and technical requirements for participation in the virtual Annual General Meeting ("Participation Information") will be available from 18 September 2020 on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020] in accordance with sec. 3 para. 3 in conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinance.
    III. Partial transmission of the Annual General Meeting on the Internet
    The Annual General Meeting will be broadcast publicly on the Internet from approximately 10:00 a.m. (CEST) at www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020] in part, from the beginning to the end of the presentation of agenda item 1 in accordance with sec. 3 para. 2 COVID-19 Company Law Ordinance in conjunction with sec. 102 para. 4 of the Stock Corporation Act (Aktiengesetz).
    A. AGENDA
    1. Presentation of the approved annual financial statements, including the management report, the consolidated financial statements and consolidated management report, each as at 31 December 2019, and the proposal for the utilization of profit, the separate non-financial report and the report of the Supervisory Board for the 2019 financial year as well as the Management Board's Corporate Governance Report. 2. Resolution on the utilization of net profit, as shown in the annual financial statements as at 31 December 2019. 3. Resolution on the release of the members of the Management Board from liability for the 2019 financial year. 4. Resolution on the release of the members of the Supervisory Board from liability for the 2019 financial year. 5. Appointment of an auditor (bank auditor) for the audit of the annual financial statements and consolidated financial statements for the 2021 financial year. 6. Elections to the Supervisory Board. 7. Resolution on the principles for the remuneration of the members of the Management Board and the Supervisory Board (remuneration policy). 8. Resolution to authorize the purchase and, if applicable, the retirement of own shares pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the Stock Corporation Act and in connection therewith authorization of the Management Board, subject to the consent of the Supervisory Board, to exclude shareholders' tender rights and authorization, with the consent of the Supervisory Board, to sell own shares by other means than on the stock exchange or through a public offering with exclusion of shareholders' subscription rights. 9. Resolution on the authorization to acquire own shares pursuant to sec. 65 para. 1 sub-para. 7 of the Stock Corporation Act for the purpose of securities trading. 10. Resolution on the authorization to issue convertible bonds pursuant to sec. 174 para. 2 of the Stock Corporation Act or contingent mandatory convertible bonds pursuant to sec. 26 of the Banking Act (Bankwesengesetz) and the exclusion of subscription rights. 11. Resolution on the establishment of conditional capital. 12. Resolution on the amendments to Articles 4, 10, 14 and 15 of the Articles of Association. 13. Resolution on the demerger of the equity banking division (Equity Value Chain) from Raiffeisen Centrobank AG as transferring company through a proportional demerger through absorption by way of universal succession as of the demerger date of 30 June 2020 to Raiffeisen Bank International AG as acquiring company, with continuity of Raiffeisen Centrobank AG, without granting of shares in the acquiring company and approval of the demerger and takeover contract.
    B. DOCUMENTS RELATED TO THE GENERAL MEETING
    The following documents will be available on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020] as from 18 September 2020:
    Annual financial statements for 2019, including the management report\nConsolidated financial statements for 2019, including the consolidated management report;\nCorporate Governance Report 2019\nProposal for the utilization of profit for the financial year 2019;\nSeparate non-financial report for the financial year 2019;\nReport of the Supervisory Board for the financial year 2019;\nProposed resolutions for items 2 to 13 on the agenda;\nStatements of the nominees for election to the Supervisory Board with respect to item 6 on the agenda, pursuant to sec. 87 para. 2 of the Stock Corporation Act, including curriculum vitae;\nRemuneration Policy for the members of the Management Board and Supervisory Board;\nReport of the Management Board regarding item 8 on the agenda;\nReport of the Management Board regarding item 10 on the agenda;\nArticles of Association showing the proposed amendments set out under item 12 on the agenda;\nComplete text of this convocation notice;\nForms for granting and revoking a proxy pursuant to sec. 114 of the Stock Corporation Act as well as for special proxies;\nInformation on the organizational and technical requirements for participation in the virtual Annual General Meeting in accordance with sec. 3 para. 3 in conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinace ("Participation Information");\nInquiry form\nRegarding agenda item 13:
    Demerger and acquisition agreement and enclosures;\nAnnual financial statements and management reports of Raiffeisen Bank International AG and Raiffeisen Centrobank AG, in each instance for the last 3 financial years;\nClosing balance sheet of Raiffeisen Centrobank AG as at 30 June 2020;\nCorporate Governance Reports of Raiffeisen Bank International AG for the last 3 financial years;\nSemi-annual financial reports of Raiffeisen Bank International AG and Raiffeisen Centrobank AG, in each case as at 30 June 2020;\nDemerger Report of the management board of Raiffeisen Centrobank AG;\nAudit Report of the demerger Auditor;\nDemerger Report of the supervisory board of Raiffeisen Centrobank AG\nNotification pursuant to sec. 17 in conjunction with sec. 7 of the Demerger Act (Spaltungsgesetz)\n C. RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING
    Record date pursuant to sec. 111 of the Stock Corporation Act
    The right to participate in the General Meeting and to exercise voting rights and other shareholder rights which are to be exercised during the course of the General Meeting depends on the ownership of shares at the end of the tenth day prior to the General Meeting (record date). This record date is 10 October 2020, 24:00 (CEST). Only those who are shareholders on the record date, and are able to provide the Company with proof of this, are entitled to participate in the General Meeting.
    Proof of share ownership
    All bearer shares of the Company are deposited bearer shares. Share ownership on the record date is to be proven by the submission of a deposit certificate (Depotbestätigung) pursuant to sec. 10a of the Stock Corporation Act, which must be received by the Company no later than 15 October 2020, 24:00 (CEST) solely through or at one of the following communication channels and addresses:
    1. for the transmission of the deposit certificate in written form by mail or courier service: Raiffeisen Bank International AG c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna by e-mail an electronic document in PDF format with a qualified electronic signature: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at] by SWIFT: RZBAATWWXXX Message Type MT598 or MT599; add "HV RBI" in field 20 and "ISIN AT0000606306" in field 77E or 79
    2. for the transmission of the deposit certificate in text form pursuant to sec. 15 para. 2 of the Articles of Association by fax: +43 (0) 1 3750 215-99 by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at] with the deposit certificate attached to the e-mail (e.g. pdf)
    Deposit certificate pursuant to sec. 10a of the Stock Corporation Act
    The deposit certificate must be issued by the depositary credit institution, which must have its registered office in a member state of the European Economic Area or in a full member state of the OECD, in German or English, and it must contain the following:
    Information on the issuer: name/company name and address or any code used between credit institutions (SWIFT);\nInformation on the shareholder: name/company name, address, date of birth of natural persons, register and register no. of legal entities;\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000606306;\nSecurities account number, or, if not available, another relevant reference or identifier;\nExpress confirmation that the deposit certificate relates to the record date of 10 October 2020, 24:00 (CEST).\nSubmission of the deposit certificate serves at the same time as registration for the General Meeting. Registered shareholders in this convocation notice therefore refers to those shareholders whose deposit certificates have been received by the Company on a timely basis.
    Shareholders are not blocked by registering for the General Meeting or by submitting a deposit certificate; shareholders can therefore continue to freely dispose of their shares after registration or submission of a deposit certificate.
    D. REFERENCE TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO sections 109, 110, 118 AND 119 OF THE STOCK CORPORATION ACT
    Requesting additional agenda items
    Shareholders whose shares equal individually or in aggregate 5% of the share capital of the Company and who prove that they have held these shares for at least three months prior to submission of the request (as to establishing proof, see below) may request in writing that items be added to the agenda of this General Meeting and that an announcement is made in this respect. This request must be received by the Company, at Raiffeisen Bank International AG, Attn. Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna, Austria, in writing (signature required) no later than 29 September 2020. A proposed resolution and a statement specifying the reasons for the proposal must accompany each requested agenda item. Each resolution proposal must (also) be submitted in the German language.
    Proof of shareholder status requires the submission of a deposit certificate pursuant to sec. 10a of the Stock Corporation Act, confirming that the shareholders submitting the request (5% of the share capital) have held the shares continuously for at least three months prior to its submission. This deposit certificate must not be more than seven days old at the time of its submission to the Company. Where there are several shareholders holding shares which only equal the required 5% of the share capital when taken together, or in the case of more than one deposit certificate for shares which only equal the required 5% when taken together, the deposit certificates must refer to the same effective date. With respect to the other requirements related to deposit certificates, reference is made to the information under Section C.
    Proposals for resolutions
    Shareholders whose shares equal individually or in aggregate 1% of the share capital of the Company may submit to the Company proposals for resolutions in respect of each agenda item together with a statement specifying the reasons for the proposal and request that these proposals be made available on the Company's website (as recorded in the commerical register) together with the names of the respective shareholders, the accompanying statements of reasons for the proposals and any statements issued by the Management Board or Supervisory Board, provided that this request is made in text form and received by the Company no later than 9 October 2020 either by fax to +43 (0) 1 3750 215-99, by e-mail to anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at], with the request attached to the e-mail as a scanned attachment (e.g. pdf), or by mail or courier service to Raiffeisen Bank International AG, Attn. Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna, Austria.
    A proposed resolution that has been published on the Company's website pursuant to sec. 110 of the Stock Corporation Act may only be voted on if it is repeated as a motion at the General Meeting. Each resolution proposal must (also) be submitted in a German language version.
    In the case of a proposal for elections to the Supervisory Board (item 6 on the agenda) the reasons to be attached are replaced by the statements of the Supervisory Board nominees pursuant to sec. 87 para. 2 of the Stock Corporation Act. In these statements, the nominees must set out their expert qualifications, professional or similar experience, and any circumstances that may give rise to concerns with regard to potential conflicts of interest. Such proposals must reach the Company in text form by 9 October 2020 at the latest and be made available by the Company on the Company's website by 13 October 2020 at the latest, failing which the persons concerned may not be included in the vote.
    With respect to agenda item 6 "Elections to the Supervisory Board" and any potential election proposal made by shareholders pursuant to sec. 110 of the Stock Corporation Act, the following information is provided by the Company pursuant to sec. 110 para. 2 sub-para. 2 of the Stock Corporation Act:
    The Supervisory Board of Raiffeisen Bank International AG consists in principle of twelve members (currently eleven due to the resignation of one Supervisory Board member) elected by the General Meeting (shareholder representatives) and six members delegated by the staff council pursuant to sec. 110 of the Labor Constitution Act (Arbeitsverfassungsgesetz). Prior to the resignation of one Supervisory Board member on 18 June 2020, nine of the twelve shareholder representatives were men and three were women. Four of the six employee representatives are men and two are women. The Supervisory Board therefore currently consists of twelve men (previously thirteen men) and five women and fulfills the minimum quota requirement pursuant to sec. 86 para. 7 of the Stock Corporation Act.
    It is reported that no objection pursuant to sec. 86 para. 9 of the Stock Corporation Act has been raised either by the majority of the shareholders' representatives or by the majority of the employees' representatives and that, as a result, there is no separate fulfillment, but rather joint fulfillment of the minimum quota requirement pursuant to sec. 86 para. 7 of the Stock Corporation Act.
    If there is no increase in the number of Supervisory Board members within the scope of the Articles of Association in relation to agenda item 6, "Elections to the Supervisory Board", in the event of a potential nomination by shareholders, if the nomination is accepted it must be ensured that of the eighteen Supervisory Board members at least five are women.
    When electing Supervisory Board members, the General Meeting shall take into account the criteria laid down in sec. 87 para. 2a of the Stock Corporation Act, in particular the professional and personal qualifications of the members, the professionally balanced composition of the Supervisory Board, aspects of diversity and international nature as well as professional reliability. Further, each person proposed must meet the requirements for the professional suitability, experience, personal reliability and availability in terms of time of the members of the Supervisory Board pursuant to sec. 28a para. 5 of the Banking Act at all times. Sec. 28a para. 3 of the Banking Act lays down further requirements for the Chairman of the Supervisory Board.
    Submission of a deposit certificate pursuant to sec. 10a of the Stock Corporation Act which, at the time of its submission to the Company, must not be more than seven days old, is required as proof of share ownership for the purposes of exercising these shareholder rights. Where there are several shareholders holding shares which only equal the required 1% of the share capital when taken together, or in the case of more than one deposit certificate for shares which only equal the required 1% when taken together, all deposit certificates must refer to the same effective date. With respect to the other requirements related to deposit certificates, reference is made to the information under Section C.
    AGM Portal
    At the Company's virtual Annual General Meeting on 20 October 2020, the Company's AGM portal will be available to shareholders for exercising their voting and other shareholder rights. The AGM portal can be accessed as from the record date (10 October 2020, 24:00 (CEST)) at www.rbinternational.com/en/ investors/events-overview/annual-general-meetings/annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events-overview/annual-general- meetings/annual-general-meeting-2020].
    The AGM portal enables registered shareholders to:
    Participate in the Annual General Meeting by means of an acoustic and optical connection in real time\nExercise their voting rights\nSubmit a motion for a resolution\nRaise an objection\nExercise the right to information\nAuthorize a representative or a special proxy\nFurther information on participation through the AGM portal can be found in the Participation Information, which will be available as from 18 September 2020 on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/ annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ %20annual-general-meeting-2020] .
    Right to information
    Pursuant to sec. 118 of the Stock Corporation Act, information regarding the affairs of the Company must be provided to each shareholder at the General Meeting upon request insofar as the information is necessary for the proper assessment of an item on the agenda.
    The information must comply with the principles of conscientious and accurate accounting. The information request may be refused if, according to reasonable business judgment, it is likely to cause a substantial disadvantage to the Company or an affiliated company or if its disclosure would be punishable by law. A request for information may also be refused if the information was continuously available on the Company's website (www.rbinternational.com/en/ investors/events-overview/annual-general-meetings/annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events-overview/annual-general- meetings/annual-general-meeting-2020]) in the form of questions and answers for at least seven days prior to the beginning of the General Meeting. The reason for the refusal to provide information must be given.
    Every shareholder can exercise his/her right to information in the virtual Annual General Meeting through the AGM portal.
    Each shareholder is also invited to send his/her questions directly to the Company before the Annual General Meeting by e-mail to fragen.rbi@anmeldestelle.at. In order to identify shareholders, at the same time as questions are submitted information must be provided with regard to full name, date of birth or commercial register number (only for legal entities), the securities account number and the name of the credit institution maintaining the securities account, along with a copy of the signature (or other means of identification). Shareholders may use the question form available on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020], which contains the aforementioned information for identification. Each shareholder is requested to submit the questions to the Company in good time so that they reach the Company at the latest on the second business day before the Annual General Meeting (i.e. 16 October 2020) in order to facilitate detailed preparation on the part of the Management Board and a swift response to the shareholder's questions in the General Meeting. The Company reserves the right to not answer questions that cannot be assigned to a shareholder.
    Every shareholder is entitled to submit motions at the Annual General Meeting for each item on the agenda (sec. 119 Stock Corporation Act).
    Further details on exercising these shareholder rights through the AGM portal can be found in the Participation Information, which can be accessed on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020].
    E. REPRESENTATION BY PROXY AND SPECIAL PROXIES IN ACCORDANCE WITH SEC. 3 PARA. 4 COVID-19 COMPANY LAW ORDINANCE
    Each shareholder may exercise their rights to vote, submit a motion and raise an objection directly through the AGM portal. The Company is additionally making four qualified proxy voting representatives, who are independent of the Company, available to shareholders for the exercise of their shareholder rights (sec. 3 para. 4 of the COVID-19 Company Law Ordinance). The costs of the special proxy representatives are borne by the Company.
    The following special proxy representatives are available (in alphabetical order):
    1. Maria Brandstetter Lawyer Stephansplatz 4/8, 1010 Vienna Tel: +43 (0) 1 513 85 12 E-mail: brandstetter.rbi@anmeldestelle.at [brandstetter.rbi@anmeldestelle.at]
    2. Michael Knap c/o IVA - Interessenverband für Anleger Feldmühlgasse 22, 1130 Vienna Mobile: +43 (0) 664 213 87 40 E-mail: knap.rbi@anmeldestelle.at [knap.rbi@anmeldestelle.at]
    3. Christian Temmel Lawyer c/o DLA Piper Weiss-Tessbach Rechtsanwälte GmbH Schottenring 14, 1010 Vienna Tel: +43 (0) 1 531 78 1505 E-mail: temmel.rbi@anmeldestelle.at [temmel.rbi@anmeldestelle.at]
    4. Gernot Wilfling Lawyer c/o Müller Partner Rechtsanwälte GmbH Rockhgasse 6, 1010 Vienna Tel: +43 (0) 1 535 8008 27 E-mail: wilfling.rbi@anmeldestelle.at [wilfling.rbi@anmeldestelle.at]
    The authorization of the special proxy representative through the AGM portal is possible as from the record date (10 October 2020, 24:00 (CEST)) until the start of voting on the day of the General Meeting. Through the AGM portal, shareholders may also change or revoke any authorization previously granted or instructions issued to the special proxy repesentatives during the General Meeting until the start of voting.
    Unless the authorization of the special proxy representative is submitted through the AGM portal, the authorization of the special proxy representiatve must be received at one of the special proxy representative addresses shown above on 19 October 2020 at 16:00 (CEST) at the latest.
    Every shareholder entitled to participate in the virtual General Meeting has the right to appoint a proxy to act on his/her behalf at the virtual General Meeting and who shall have the same rights as the shareholder he/she represents.
    The proxy must be granted to a specific person (either a natural person or a legal entity) in text form. More than one person can be authorized. If a shareholder has granted a proxy to the bank where he/she has deposited his/her shares, it is sufficient for the bank to provide the Company with a declaration that it has been granted a proxy, in addition to submitting the deposit certificate. For the transmission of such declarations sec. 10a para. 3 of the Stock Corporation Act shall apply mutatis mutandis.
    Unless the proxy authorization is submitted through the AGM portal, it must be received by the Company at one of the addresses listed below no later than 19 October 2020 at 16:00 (CEST):
    by fax: +43 (0) 1 3750 215-99, by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at], with the proxy authorization attached to the e-mail (e.g. pdf), by SWIFT: RZBAATWWXXX, Message Type MT598 or MT599; enter "HV RBI" in field 20 and "ISIN AT0000606306" in field 77E or 79, or by mail or courier service: Raiffeisen Bank International AG c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna
    A form for granting proxy authorization and one for revocation of proxy authorization will be sent upon request and are available on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general- meetings/annual-general-meeting-2020 [http://www.rbinternational.com/en/ investors/events-overview/annual-general-meetings/annual-general-meeting-2020].
    The aforementioned provisions for issuing a proxy authorization shall apply mutatis mutandis to the revocation of proxies.
    Further details on representation by proxy and special proxy representatives can be found in the Participation Information, which can be accessed on the Company's website at www.rbinternational.com/en/investors/events-overview/ annual-general-meetings/annual-general-meeting-2020 [http:// www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020].
    F. INFORMATION FOR SHAREHOLDERS ON DATA PROCESSING
    Raiffeisen Bank International AG processes the personal data of shareholders or their proxies and other persons attending the General Meeting (the "participants"), in particular name, address, date of birth, registration number of legal entities, securities account number, number of shares, voting card number, e-mail address and where applicable telephone number, on the basis of the applicable data protection laws and the Stock Corporation Act in order to enable them to exercise their rights at the General Meeting.
    Raiffeisen Bank International AG receives this data from sources including depositary credit institutions (deposit certificates) or from the participants themselves when registering for the General Meeting, when requesting access details and/or appointing proxies and from input to the AGM portal. In principle, participants are obliged to provide Raiffeisen Bank International AG with the necessary information. The processing of participants´ personal data is necessary for participation in the General Meeting and for its proper preparation, execution and related activities following the General Meeting. Service providers and data processors commissioned by Raiffeisen Bank International AG for the purpose of organizing the General Meeting (including in particular IT as well as back office service providers such as Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna) receive from Raiffeisen Bank International AG only those personal data which are necessary for the execution of the service commissioned and process these data solely in accordance with Raiffeisen Bank International AG's instructions. In compliance with its legal obligations, Raiffeisen Bank International AG also passes on the personal data of shareholders and their proxies to public authorities such as the commercial register or Financial Market Authority.
    The data of the participants will be anonymized or deleted after the end of the respective applicable legal periods. In addition to the legal storage and documentation periods resulting from the Commercial Code (Unternehmensgesetzbuch), the Federal Tax Code (Bundesabgabenordnung) and the Banking Act among other areas, the legal limitation periods, which may in certain cases be up to 30 years according to the Civil Code ((Allgemeines Bürgerliches Gesetzbuch), must also be taken into account with respect to the storage period.
    All participants have the right to information, correction, deletion or restriction of the processing of personal data concerning them, the right of objection to the processing and the right to data portability in accordance with the conditions of data protection law.
    Participants can exercise these rights with respect to Raiffeisen Bank International AG free of charge using the following contact details:
    Raiffeisen Bank International AG Group Data Privacy Office Am Stadtpark 9, 1030 Vienna, Austria datenschutz@rbinternational.com +43 (0)1 71 707-8603
    Further information on data protection can be found on the Company's website at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/ annual-general-meeting-2020 [http://www.rbinternational.com/en/investors/events- overview/annual-general-meetings/annual-general-meeting-2020].
    G. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
    At the time the convocation notice for the General Meeting was issued, the share capital of the Company was EUR 1,003,265,844.05, divided into 328,939,621 ordinary bearer shares carrying voting rights (no-par value shares). Each share confers the right to one vote. As of the effective date the Company and its subsidiaries held 322,204 own shares. The Company has no rights from these shares; shares owned by the Company and its subsidiaries do not confer any voting rights.
    As of the effective date the total number of shares which grant the holder the right to participate at the General Meeting and carry voting rights amounted to 328,617,417. There are no other classes of shares.
    Vienna, September 2020
    The Management Board of Raiffeisen Bank International AG
    end of announcement euro adhoc
    Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/documents/2231/12/10559078/1/avGM_2020_Convocation_secured.pdf
    issuer: Raiffeisen Bank International AG Am Stadtpark 9 A-1030 Wien phone: +43 1 71707-2089 FAX: +43 1 71707-2138 mail: ir@rbinternational.com WWW: www.rbinternational.com ISIN: AT0000606306 indexes: ATX stockmarkets: Wien, Luxembourg Stock Exchange language: English
    Digital press kit: http://www.ots.at/pressemappe/5366/aom


    RBI
    Akt. Indikation:  16.45 / 16.48
    Uhrzeit:  12:23:50
    Veränderung zu letztem SK:  -1.76%
    Letzter SK:  16.76 ( 2.70%)



     

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    Die Matejka & Partner Asset Management GmbH ist eine auf Vermögensverwaltung konzentrierte Wertpapierfirma. Im Vordergrund der Dienstleistungen stehen maßgeschneiderte Konzepte und individuelle Lösungen. Für die Gesellschaft ist es geübte Praxis, neue Herausforderungen des Marktes frühzeitig zu erkennen und entsprechende Strategien zu entwickeln.

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