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AUSSENDER



Rosenbauer International AG
Ansprechpartner: Mag. Tiemon Kiesenhofer, MBA
Tel.: +43 732 6794-568
E-Mail: tiemon.kiesenhofer@rosenbauer.com

FRüHERE MELDUNGEN

09.04.2021 - 07:00 | Rosenbauer International AG
09.04.2021 - 07:00 | Rosenbauer International AG
09.04.2021 - 07:00 | Rosenbauer International AG
09.04.2021 - 07:00 | Rosenbauer International AG
19.02.2021 - 07:00 | Rosenbauer International AG
pta20210427020
Shareholders' meeting according to article 107 section 3 AktG

Rosenbauer International AG: Convening the Ordinary Annual General Meeting


Leonding (pta020/27.04.2021/12:14) - Rosenbauer International AG
Leonding, FN 78543 f
ISIN AT0000922554
("the company")

Invitation to the 29th Annual General Meeting of Rosenbauer International AG on Wednesday, May 26, 2021 at 10:00 a.m., Vienna Time

The Annual General Meeting within the meaning of section 106 item 1 of the Aktiengesetz (AktG - Austrian Stock Corporation Act) is held at
4060 Leonding, Paschinger Strasse 90, Austria

I. Holding the Annual General Meeting in virtual form

1. COVID-19 Company Law Act and COVID-19 Company Law Regulation

To protect the shareholders and other participants, the Executive Board has resolved to exercise the legal regulation allowing the Annual General Meeting to be held in virtual form.

Rosenbauer International AG's Annual General Meeting on May 26, 2021 will be held as a "virtual Annual General Meeting" on the basis of section 1 (2) of the COVID-19 Company Law Act, the Austrian Federal Gazette (BGBl) I no. 16/2020 as amended in BGBl. I no. 156/2020 and the COVID-19 Company Law Regulation (BGBl. II 140/2020 as amended in BGBl. II no. 616/2020), taking into account the interests of both the company and the participants.

This means that, in accordance with the Executive Board's resolution, the shareholders and their representatives (with the exception of special voting proxies as per section 3 (4) of the COVID-19 Company Law Act) will not be able to attend the Annual General Meeting of Rosenbauer International AG in person on May 26, 2021.

Only the Chairman of the Supervisory Board, the Chairman of the Executive Board and other members of the Executive Board, the officiating notary and the four special voting proxies proposed by the company will attend the virtual Annual General Meeting in per-son at 4060 Leonding, Paschinger Straße 90.

Holding the Annual General Meeting as a virtual Annual General Meeting in accordance with the COVID-19 Company Law Regulation results in changes to the course of the Annual General Meeting and to how shareholders exercise their rights.

Voting rights, the right to propose resolutions and the right to raise objections are exer-cised exclusively by one of the special voting proxies proposed by the company as per section 3 (4) of the COVID-19 Company Law Regulation.

Shareholders can exercise their right to information at the virtual Annual General Meeting themselves by way of electronic communication by sending questions in text form, exclusively by e-mail to the company's e-mail address fragen.rosenbauer@hauptversammlung.at, provided the shareholders have sent a deposit certificate within the meaning of section 10a AktG in accordance with item IV. in good time and have granted a special voting proxy in accordance with item V.

2. Streaming the Annual General Meeting on the Internet
In accordance with section 3 (1), (2) and (4) of the COVID-19 Company Law Regulation in connection with section 102 (4) AktG, the Annual General Meeting will be streamed online in real time in full video and audio format.

This is permitted under data protection law with regard to the legal basis of section 3 (1), (2) and (4) of the COVID-19 Company Law Regulation.

All company shareholders can virtually attend the Annual General Meeting on May 26, 2021 from about 10:00 a.m. Vienna time using a suitable device (e.g. computer, laptop, tablet or smartphone and an Internet connection with sufficient bandwidth to stream videos) at www.rosenbauer.com. No registration or login is required to stream the Annual General Meeting.

Streaming the company's virtual Annual General Meeting allows all shareholders to fol-low the Annual General Meeting in real time via an audio-video link and, in particular, to watch the presentation by the Executive Board, the fielding of shareholders' questions and the voting process.

Please note that this live stream of the virtual Annual General Meeting does not allow for remote participation (section 102 (3) item 2 AktG) or remote voting (section 102 (3) item 3 AktG and section 126 AktG) and the online stream is not a two-way connection. Individual shareholders can therefore only watch the Annual General Meeting.

Please also note that the company is responsible for the use of technical communication only where this falls under its remit (section 2 (6) of the COVID-19 Company Law Regulation).

We also refer to the information on the organizational and technical requirements for attendance in accordance with section 3 (3) in connection with section 2 (4) of the COVID-19 Company Law Regulation ("Information for participants").

II. AGENDA
1. Submission of the annual financial statements with the management report, the proposal for the appropriation of profits, the corporate governance report, the consolidated financial statements with the Group management report and the report of the Supervisory Board for the 2020 financial year
2. Resolution on the appropriation of profits
3. Resolution on official approval of the actions of the members of the Executive Board for the 2020 financial year
4. Resolution on official approval of the actions of the members of the Supervisory Board for the 2020 financial year
5. Selection of the auditor and Group auditor for the 2021 financial year
6. Resolution on remuneration report
7. Election of a member to the Supervisory Board

III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; INFORMATION PROVIDED ON THE WEBSITE
In particular, the following documents will be available in accordance with section 108 (3) and (4) AktG on the company's website www.rosenbauer.com no later than May 5, 2021:
* Information on the organizational and technical requirements for attendance in accordance with section 3 (3) in connection with section 2 (4) of the COVID-19 Company Law Regulation ("Information for participants")
* annual financial statements with the management report;
* corporate governance report;
* consolidated financial statements with the Group management report;
* proposal for the appropriation of profits;
* separate non-financial report (sustainability report);
* report of the Supervisory Board;
for the 2020 financial year:
* resolution proposals for agenda items 2 to 7;
* remuneration report;
* Candidate statement for election to the Supervisory Board regarding agenda item 7 pursuant to section 87 (2) AktG (Austrian Stock Corporation Act), incl. resume,
* Authorization form for special voting proxy pursuant to section 3 (4) of the COVID-19 Company Law Regulation
* question form;
* form for revoking proxies;
* the full text of this invitation.

IV. REFERENCE DATE AND CONDITIONS FOR ATTENDING THE ANNUAL GENERAL MEETING
Eligibility to attend the virtual Annual General Meeting and exercise voting and other shareholder rights at this virtual Annual General Meeting in accordance with the COVID-19 Company Law Act and the COVID-19 Company Law Regulation is based on shareholdings at the end of May 16, 2021 (reference date).
Only those who are shareholders on this reference date and can provide proof of this to the company are eligible to attend and exercise their shareholder rights at the virtual Annual General Meeting in accordance with the COVID-19 Company Law Act and the COVID-19 Company Law Regulation.
For proof of shareholding on the reference date, a deposit certificate in accordance with section 10a of the Aktiengesetz (AktG - Austrian Stock Corporation Act) must be received by the company no later than May 20, 2021 (12:00 midnight, Vienna time), ex-clusively by one of the following communication channels and addresses:

(i) for transmission of the deposit certificate in electronic form as permitted by Article 17(3) of the Articles of Association
By fax + 43 (0) 1 8900 500 49
By e-mail anmeldung.rosenbauer@hauptversammlung.at
(please provide deposit certificates in PDF format)

(ii) for delivery of the deposit certificate in hard copy
By mail or courier Rosenbauer International AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel
Austria
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599, ISIN AT0000922554 must be specified in text)

Special voting proxies cannot be appointed and shareholders' right to information cannot be exercised if the company does not receive the deposit certificate on time.
Shareholders are asked to contact their custodian bank and arrange for a deposit certificate to be issued and sent.
The reference date has no impact on the saleability of the shares and is not relevant to dividend entitlements.

Deposit certificate in accordance with 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 (section 10a AktG):
* information on the issuer: name/company name and address or a code typically used in transactions between banks (SWIFT-Code);
* information on the shareholder: name/company name; address; date of birth if shareholder is a natural person, register and number in the case of legal entities as necessary;
* information on the shares: number of shares held by the shareholder; ISIN AT0000922554 (International Securities Identification Number);
* deposit number, securities account number or other designation;
* date or period of time to which the deposit certificate relates.
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 16, 2021 (12:00 mid-night, Vienna time).
The deposit certificate will be accepted in German or in English.

V. APPOINTMENT OF AN INDEPENDENT VOTING PROXY AND APPLICA-BLE PROCEDURE
Each shareholder who is eligible to attend the virtual Annual General Meeting in accordance with the COVID-19 Company Law Act and the COVID-19 Company Law Regulation, and has proven this to the company in accordance with the specifications in item IV of this invitation, has the right to appoint a special voting proxy.

The proposing of resolutions, casting of votes and raising of objections in this virtual Annual General Meeting of Rosenbauer International AG on May 26, 2021 are only possible through one of the special voting proxies named below, in accordance with section 3 (4) of the COVID-19 Company Law Regulation.
The following persons, who are suitable and independent from the company, are proposed as special voting proxies:

(i) Mag. Dr. Franz Mittendorfer, lawyer
c/o Saxinger, Chalupsky & Partner Rechtsanwälte GmbH
Böhmerwaldstraße 14, 4020 Linz, Austria
E-mail address: mittendorfer.rosenbauer@hauptversammlung.at

(ii) Dr. Christoph Nauer, LL.M., lawyer
c/o bpv Hügel Rechtsanwälte GmbH
Enzersdorferstrasse 4, 2340 Mödling, Austria
E-mail address: nauer.rosenbauer@hauptversammlung.at

(iii) MMag. Dr. Christian Pindeus, lawyer
c/o Oberhammer Rechtsanwälte GmbH
Dragonerstraße 67A, WDZ 10, 4600 Wels, Austria
E-mail address: pindeus.rosenbauer@hauptversammlung.at

(iv) Dr. Gerhard Wildmoser, lawyer
c/o Wildmoser/Koch & Partner Rechtsanwälte GmbH
Hopfengasse 23, Stiege 1, 4020 Linz, Austria
E-mail address: wildmoser.rosenbauer@hauptversammlung.at

Each shareholder can choose one of the four above persons as their special voting proxy and grant this person the authorization.

A special authorization form for issuing a proxy to the special voting proxies is available on the company's website at www.rosenbauer.com. Please use this authorization form.

The specifications outlined in the Information for participants must be observed for issuing proxies, the methods of communicating this and the deadlines for doing so.

The presentation of an authorization in person at the venue is expressly prohibited.

VI. INFORMATION ON SHAREHOLDER RIGHTS IN ACCORDANCE WITH SECTIONS 109, 110, 118 AND 119 AKTG

1. Additions to the agenda by shareholders in accordance with section 109 AktG
Shareholders whose shares jointly amount to 5% of the share capital and who have held these shares for at least three months prior to filing the motion can submit a written request for items to be added to the agenda of this Annual General Meeting and published, provided that such written request is received by the company by mail or courier by no later than May 5, 2021 (12:00 midnight, Vienna time), at the following address only: 4060 Leonding, Paschinger Strasse 90, Austria, attention Tiemon Kiesenhofer, Investor Relations, or by e-mail with a qualified electronic signature to Tie-mon.Kiesenhofer@rosenbauer.com or by SWIFT to GIBAATWGGMS. "In writing" means signed by hand or with a company signature by all applicants or, if sent by e-mail, with a qualified electronic signature, or, if by SWIFT, using message type MT598 or type MT599, always stating the ISIN AT0000922554 in the text.
Each agenda item thus requested must be accompanied by a proposed resolution and a statement of grounds. However, the agenda item and the proposed resolution, but not the statement of grounds, must also be written in German. Proof of share ownership must be presented in the form of a deposit certificate in accordance with 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. Multiple deposit certificates that only jointly amount to a shareholding of 5% must refer to the date and time. Please refer to the information on eligibility to attend (Item IV of this invitation) regarding the other requirements of the deposit certificate.

2. Resolutions proposed for the agenda by shareholders in accordance with section 110 AktG
Shareholders whose shares jointly amount to 1% of the share capital can submit proposals for resolutions in written or electronic form with grounds for each item of the agenda of this Annual General Meeting and request that such proposals be published on the company's website as listed in the commercial register together with the names of the shareholders concerned, the accompanying statement of grounds and any opinion of the Executive Board or the Supervisory Board, provided that this request is received by the company in written or electronic form no later than May 14, 2021 (12:00 mid-night, Vienna time), sent either by fax to +43 (0)732 6794 89 or for the attention of Tiemon Kiesenhofer, Investor Relations, Paschinger Strasse 90, 4060 Leonding, Austria, or by e-mail to ir@rosenbauer.com, whereby the request in written or electronic form must be attached to the e-mail, e.g. as a PDF. If written or electronic form in accordance with section 13(2) AktG is required for declarations, the declaration must be made in a document or in some other manner suitable for permanent reproduction in writing, the person making the declaration must be named and the end of the declaration must be clearly shown by reproduction of the signature or some other method. However, the proposed resolution, but not the statement of grounds, must also be written in German.

In the case of a nomination for the election of a Supervisory Board member, the statement of the nominated person pursuant to section 87 (2) AktG must be submitted instead of the statement of grounds.

Proof of share ownership must be presented in the form of a deposit certificate in accordance with section 10a AktG, which must be no more than seven days old at the time of its presentation to the company. Multiple deposit certificates that jointly amount to a shareholding of only 1% must refer to the date and time.
Please refer to the information on eligibility to attend (Item IV of this invitation) regarding the other requirements of the deposit certificate.

3. Disclosures in accordance with section 110 (2) sentence 2 in connection with section 86 (7) and (9) AktG
The company makes the following disclosures regarding agenda item 7 "Election of a member to the Supervisory Board" and the possible submission of a nomination by shareholders in accordance with section 110 AktG:

The Supervisory Board previously consisted of four members elected by the Annual General Meeting. As a result, Rosenbauer International AG does not apply the provi-sions governing the minimum proportion of shares pursuant to section 86 (7) AktG.

4. Shareholders' right to information in accordance with section 118 AktG
At the Annual General Meeting, on request, each shareholder is entitled to receive information on company matters to the extent that this is required for proper assessment of an agenda item. The obligation to provide information also extends to the legal relationships of the company with an affiliated company, and to the position of the Group and of the companies included in the consolidated financial statements.
Such information can 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.

The requirements for exercising the right to information are proof of eligibility to attend (item IV of the invitation) and the granting of corresponding authorization to a special voting proxy in accordance (item V. of the invitation).

It is expressly noted that the only way for shareholders to exercise their right to infor-mation and the right to speak at this virtual Annual General Meeting by way of electronic post is to send questions/their statement by e-mail directly to the company at fragen.rosenbauer@hauptversammlung.at.

Shareholders are asked to send all questions in advance in written form by e-mail to fragen.rosenbauer@hauptversammlung.at in due time to be received by the company by no later than the third working day before the Annual General Meeting, i.e., May 20, 2021. This ensures that the meeting runs efficiently in the interests of all partic-ipants at the Annual General Meeting, in particular for questions that require longer to prepare.

This enables the Executive Board to prepare as much as possible and to answer your questions promptly.

Please use the question form available on the company's website www.rosenbauer.com.

Please use the question form available on the company's website at www.rosenbauer.com. If it is not possible to use this question form, the person (name/company, date of birth/shareholder commercial register number) must be stated in the e-mail. Please also provide your securities account number in the e-mail so that the company can determine their identity and check that it matches the deposit confirmation.

Please note that the Chairman may set appropriate time limits during the Annual General Meeting.

More detailed information and terms for exercising shareholders' right to information in accordance with section 118 AktG can be found in the Information for participants.

5. Motions by shareholders at the Annual General Meeting in accordance with section 119 AktG
Each shareholder - regardless of the size of their shareholding - is entitled to have motions filed by their special voting proxy on each item of the agenda at the virtual Annual General Meeting in accordance with the COVID-19 Company Law Act and the COVID-19 Company Law Regulation.

The point in time until which it is possible to give instructions to special voting proxies regarding the presentation of motions will be determined by the Chairman during the virtual Annual General Meeting.

The requirements for this are proof of eligibility to attend in accordance with item IV. of this invitation and the granting of corresponding authorization to a special voting proxy in accordance with item V. of this invitation.

More detailed information and terms for exercising shareholders' right to submit motions in accordance with section 119 AktG can be found in the Information for participants.

6. Information for shareholders on data processing
Rosenbauer International AG processes personal data of its shareholders (in particular, data in accordance with section 10a(2) AktG, i.e. name, address, date of birth, securities account number, number of shares held by the shareholder, share class (if applicable), voting card number and the name and date of birth of the authorized representative) on the basis of the applicable data protection provisions, in particular the European General Data Protection Regulation (GDPR) and the Datenschutzgesetz (Austrian Data Protection Act), to enable shareholders to exercise their rights at the Annual General Meeting.
The processing of shareholders' personal data is necessary for their and their representatives' participation at the Annual General Meeting in accordance with the Austrian Stock Corporation Act. The legal basis for processing is therefore Article 6(1c) GDPR.
Rosenbauer International AG is the controller for this processing. Rosenbauer International AG uses external service providers, such as notaries, lawyers, banks and IT service providers, to organize the Annual General Meeting. These service providers receive from Rosenbauer International AG only the personal data that is required for the execution of the commissioned service, and they process the data exclusively according to the instructions of Rosenbauer International AG. To the extent legally necessary, Rosenbauer International AG has entered into a data protection agreement with these service providers.
If a shareholder participates in the Annual General Meeting, all shareholders present or their representatives, the members of the Executive Board and Supervisory Board, the notary, and all other persons with a legal right to participate can inspect the list of participants (section 117 AktG) and thereby see the personal data (including name, place of residence, form of shareholding) entered in it. Rosenbauer International AG is also required by law to submit personal shareholder data (in particular, the list of participants) to the commercial register as part of the notarized minutes (section 120 AktG).
Shareholder information is anonymized and deleted as soon as it is no longer necessary for the purposes for which it was collected/processed and unless other legal obligations require further storage. In particular, verification and retention requirements arise from commercial, stock corporation and takeover law, from fiscal and tax law and money laundering regulations. If legal claims are made by shareholders against Rosen-bauer International AG or, conversely, by Rosenbauer International AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with legal proceedings before civil courts, this can lead to the storage of data for the duration of the limitation period plus the duration of the legal proceedings until its final legal termination.
Every shareholder has a right to information, rectification, limitation, objection and erasure at any time regarding the processing of his or her personal data and a right to data portability in accordance with Chapter III of the General Data Protection Regula-tion. Shareholders can claim these rights against Rosenbauer International AG free of charge at the e-mail address dataprivacy@rosenbauer.com or the following contact details:
Rosenbauer International AG
c/o Marinko Kvesic
Paschinger Strasse 90
4060 Leonding, Austria
In addition, shareholders have the right to file complaints with the data protection supervisory authority in accordance with Article 77 GDPR.
Further information on data protection can be found in the privacy policy on the website of Rosenbauer International AG www.rosenbauer.com.

VII. FURTHER INFORMATION AND NOTES

1. Total number of shares and voting rights
At the time of convening the virtual 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 virtual Annual General Meeting. The total number of voting rights as of the time of convening the virtual Annual General Meeting is thus 6,800,000. At the time of convening the Annual General Meeting, the company does not directly or indirectly hold any treasury shares. There are not multiple share classes.

2. No attendance in person
We would like to again explicitly remind you that, in accordance with the COVID-19 Company Law Regulation, neither shareholders nor guests are permitted to enter the location of the Annual General Meeting during the upcoming virtual Annual General Meeting.

Leonding, in April 2021
The Executive Board

(end)
emitter: Rosenbauer International AG
Paschinger Straße 90
4060 Leonding
Austria
contact person: Mag. Tiemon Kiesenhofer, MBA
phone: +43 732 6794-568
e-mail: tiemon.kiesenhofer@rosenbauer.com
website: www.rosenbauer.com
stock exchanges: official trade in Vienna; free market in Hamburg, free market in Munich, free market in Stuttgart; open market in Berlin, Dusseldorf, Tradegate
ISIN(s): AT0000922554 (share)
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