pta20230504006
Shareholders' meeting according to article 107 section 3 AktG

Rosenbauer International AG: Convening the Ordinary Annual General Meeting

Leonding (pta006/04.05.2023/07:00 UTC+2)

Rosenbauer International AG

Leonding, FN 78543 f

ISIN AT0000922554

Invitation to the Annual General Meeting

We hereby invite our shareholders to the 31st Annual General Meeting of Rosenbauer International AG

on Friday, June 2, 2023 at 10:00 a.m., Vienna time

at OÖNachrichten Forum, Promenaden Galerien, Promenade 23, 4020 Linz.

I. AGENDA

1. Presentation of the annual financial statements including the management report, the corporate governance report, the consolidated financial statements including the Group management report and the Supervisory Board report for the 2022 financial year

2. Resolution on approval of the actions of the members of the Executive Board for the 2022 financial year

3. Resolution on approval of the actions of the members of the Supervisory Board for the 2022 financial year

4. Selection of the auditor and Group auditor for the 2023 financial year

5. Resolution on the remuneration report

6. Resolution on the amendment to Section 9 (2) of the Articles of Association (increase in the number of Supervisory Board members)

7. Elections to the Supervisory Board

8. Resolution on amendment to Section 3 of the Articles of Association

II. ANNUAL GENERAL MEETING DOCUMENTS; INFORMATION ON THE WEBSITE

The following documents, in particular, will be available on the company's website entered in the commercial register (www.rosenbauer.com) no later than May 12, 2023:

• 2022 Annual Financial Report, including the annual financial statements with the management report,

• 2022 Annual Report, including:

o Corporate Governance Report,

o Consolidated financial statements with Group management report,

o Report of the Supervisory Board,

• Remuneration Report,

• 2022 Sustainability Report,

• Proposed resolutions,

• Statements in accordance with Section 87 (2) AktG (Martin Paul Zehnder, Jörg Astalosch),

• CVs (Martin Paul Zehnder, Jörg Astalosch),

• Forms for granting a proxy,

• Forms for revoking a proxy,

• full text of this invitation.

III. RECORD DATE AND REQUIREMENTS FOR ATTENDING THE ANNUAL GENERAL MEETING

Entitlement to attend the Annual General Meeting and exercise voting rights and other shareholder rights to be asserted at this Annual General Meeting is based on shareholdings at the end of May 23, 2023 (midnight, Vienna time) (record date).

Only persons who are shareholders on this record date and who provide evidence of this to the company are authorized to attend the Annual General Meeting.

Evidence of shareholdings on the record date must be provided by submitting a deposit certificate in accordance with Section 10a AktG that the company must receive by no later than May 30, 2023 (midnight, Vienna time) using one of the means of communication and addresses below:

(i) to send the deposit certificate in text form that meets the requirements of the Articles of Association in accordance with Section 17 (3)

By e-mail anmeldung.rosenbauer@hauptversammlung.at

(please send deposit certificates in PDF format)

(ii) to send the deposit certificate in written form

By mail or by courier Rosenbauer International AG

c/o HV-Veranstaltungsservice GmbH

Köppel 60

8242 St. Lorenzen/Wechsel

By SWIFT GIBAATWGGMS

(Message type MT598 or MT599, always stating the ISIN AT0000922554 in the text)

The shareholders are asked to contact their custodian bank and arrange for a deposit certificate to be issued and sent out.

The record date does not affect the sale of the shares and has no impact on dividend entitlement.

Deposit certificate in accordance with Section 10a AktG

The deposit certificate must be issued by a custodian bank based in a member state of the European Economic Area or in a full member state of the OECD and must include the following information (Section 10a (2) AktG):

• Information about the issuer: Name/company name and address or a code typically used in correspondence between banks (SWIFT code),

• Information about the shareholder: Name/company name, address, date of birth if a natural person, register and register number in the case of legal entities,

• 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.

To provide evidence of shareholdings in order to attend the Annual General Meeting, the deposit certificate must relate to the end of the record date May 23, 2023 (midnight, Vienna time).

The deposit certificate is provided in German or English.

Proof of identity

Rosenbauer International AG reserves the right to verify the identity of persons attending the meeting. If their identify cannot be verified, they may be denied entry.

The shareholders and their proxies are therefore requested to bring valid official photo identification to registration.

If you are attending the Annual General Meeting as a proxy, please also bring the proxy as well as official photo identification. If the original proxy has already been sent to the company, bringing a copy of the proxy will make it easier for you to enter the meeting.

IV. OPTION TO APPOINT A REPRESENTATIVE AND THE REQUIRED PROCEDURE

Each shareholder who is eligible to attend the Annual General Meeting, and has proven this to the company in accordance with the specifications in item III. of this invitation, has the right to appoint a representative to attend the Annual General Meeting on behalf of the shareholder and who has the same rights as the shareholder.

The proxy must be granted to a specific person (natural person or legal entity) in text form (Section 13 (2) AktG). Several persons may be granted proxies.

A proxy can be issued before or during the Annual General Meeting.

Proxies can be sent using the following means or communication and addresses:

By mail or by courier Rosenbauer International AG

c/o HV-Veranstaltungsservice GmbH

Köppel 60

8242 St. Lorenzen/Wechsel

By e-mail anmeldung.rosenbauer@hauptversammlung.at

(please send proxies in PDF format)

The proxies must be received at one of the addresses stated above by no later than June 1, 2023, 4:00 p.m. Vienna time, unless submitted on the day of the Annual General Meeting at the entry and exit checkpoint for the Annual General Meeting.

A proxy form and a form for revoking the proxy are available on the company's website at www.rosenbauer.com. To ensure this process goes smoothly, please use the forms provided at all times.

More information about proxies, in particular on text form and the content of the proxy, can be found in the proxy form available to shareholders.

If the shareholder has granted a proxy to its custodian bank (Section 10a AktG), it is sufficient for this bank to issue a statement confirming that it has been granted proxy in addition to the deposit certificate, sending it to the company in the same way it is required to send the certificate.

Shareholders may also exercise their rights at the Annual General Meeting in person even after granting a proxy. Personal attendance constitutes revocation of the proxy issued previously.

The above provisions on the granting of proxies apply with the corresponding changes for revoking proxies.

Independent voting proxy

As a special service, the shareholders can also use the lawyer Dr. Christian Pindeus as an independent voting proxy to exercise voting rights in line with instructions at the Annual General Meeting. A special proxy form for issuing a proxy to Dr. Christian Pindeus is available on the company's website at www.rosenbauer.com. This form must be sent to the company exclusively to one of the addresses given above (e-mail, post) for sending proxies. Dr. Christian Pindeus can also be contacted directly by e-mail at pindeus.rosenbauer@hauptversammlung.at.

The shareholder must issue instructions to Dr. Christian Pindeus stating how he (or where applicable a sub-proxy authorized by Dr. Christian Pindeus) is to exercise voting rights. Dr. Christian Pindeus exercises voting rights exclusively in accordance with the instructions issued by the shareholder. The proxy is not valid without express instructions. Please note that the voting proxy will not accept requests to make statements, raise objections to Annual General Meeting resolutions, ask questions, or file motions.

Guests

The Annual General Meeting is the key governing body of a stock corporation as it is the forum for the company's owners – the shareholders. Please therefore understand that we cannot make an Annual General Meeting an event for guests however much we appreciate the interest. Accordingly, guests may attend by prior registration only. If you have any questions, please do not hesitate to contact the Investor Relations Team (tel.: 0043 732 6794 4910, e-mail: ir@rosenbauer.com).

Please note that due to the high number of participants at our Annual General Meetings in the past, a maximum of two persons will be granted entry per deposit certificate (one shareholder and one proxy or two proxies in place of the shareholder) due to organizational reasons related to the buffet.

V. 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 by courier by no later than May 12, 2023 (midnight, Vienna time), at the following address only: 4060 Leonding, Paschinger Strasse 90, Investor Relations, FAO Mr. Tiemon Kiesenhofer, or, if sent by e-mail, with a qualified electronic signature to ir@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 requested in this way must be accompanied by a proposed resolution and grounds for the proposed resolution. The agenda item and the proposed resolution, but not the grounds for the proposed resolution, must also be submitted in German. Evidence of shareholder status must be provided by way of a deposit certificate in accordance with Section 10a AktG confirming that the shareholder submitting the proposal has held the shares for at least three months prior to filing the motion. This certificate must not be more than seven days old when submitted to the company. Multiple deposit certificates that jointly amount to a shareholding of only 5% must refer to the date and time.

Please see the information on eligibility to attend (item III of this invitation) for details about the other requirements for the deposit certificate.

2. Resolutions proposed by shareholders on the agenda in accordance with Section 110 AktG

Shareholders whose shares jointly amount to 1% of share capital can submit proposals for resolutions, including the grounds for these, on any item of the agenda in text form and request that these proposals be made available on the website of the company entered in the commercial register together with the name of the shareholders in question, the reasons and, where applicable, a statement by the Executive Board or Supervisory Board, provided that such written request is received by the company no later than May 23, 2023 (midnight, Vienna time), by mail or by courier to 4060 Leonding, Paschinger Strasse 90, Investor Relations, FAO Mr Tiemon Kiesenhofer, or by e-mail to ir@rosenbauer.com, in which case the request must be sent in text form, e.g. as a PDF attached to the e-mail. If statements are required to be made in text form within the meaning of Section 13 (2) AktG, the statement must be submitted in a document or another manner suited to the permanent reproduction of written text, the person making the statement must be named and the end of the statement must be clearly shown by reproduction of the signature or another method. The proposed resolution, but not the grounds for the proposed resolution, must also be submitted 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.

Evidence of shareholder status must be provided by way of a deposit certificate in accordance with Section 10a AktG, which must not be more than seven days old when submitted to the company. Multiple deposit certificates that jointly amount to a shareholding of only 1% must refer to the date and time.

Please see the information on eligibility to attend (item III of this invitation) for details about the other requirements for 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 "Elections to the Supervisory Board" and the possible submission of a nomination by shareholders in accordance with Section 110 AktG:

The Supervisory Board previously comprised four members appointed by the Annual General Meeting. In accordance with the corresponding proposed resolution, after this Annual General Meeting the Supervisory Board is to comprise five members appointed by the Annual General Meeting. As a result, Rosenbauer International AG does not apply the provisions governing the minimum proportion of shares pursuant to Section 86 (7) AktG.

4. Shareholders' right to information in accordance with Section 118 AktG

All shareholders are required to provide information on issues regarding the company if requested to by the Annual General Meeting, where this information is required to appropriately evaluate an agenda item. The right to information also covers the company's legal relationships with an affiliated company and the position of the Group and the companies included in the consolidated financial statements.

Information may be refused if, according to reasonable business judgment, it could cause significant harm to the company or an affiliated company or if providing this information would constitute a criminal offense.

In accordance with Section 19 (2) of the Articles of Association, the Chairman of the Annual General Meeting may set appropriate time limits on shareholders' right to ask questions and speak. He can impose general and individual limits on the time for speaking and questions, in particular at the start but also during the Annual General Meeting.

Requests for information are essentially to be made verbally at the Annual General Meeting but can also be issued in writing.

Questions that require lengthy preparation to answer may be submitted to the Executive Board in text form in good time before the Annual General Meeting to ensure that the meeting runs efficiently. Questions can be e-mailed to the company at ir@rosenbauer.com.

5. Shareholder motions at the Annual General Meeting in accordance with Section 119 AktG

All shareholders, regardless of their shareholding, are entitled to file motions on any item of the agenda at the Annual General Meeting. If several motions are filed for one item of the agenda, the Chairman determines the order of voting in accordance with Section 119 (3) AktG.

However, a shareholder motion to appoint a member of the Supervisory Board requires a proposed resolution to be submitted in good time in accordance with Section 110 AktG: Persons standing for election to the Supervisory Board (item 7 of the agenda) can be nominated only by shareholders whose shares jointly amount to 1% of share capital. These nominations must be received by the company as described above (item V (2)) by no later than May 23, 2023. Each nomination must be accompanied by a statement in accordance with Section 87 (2) AktG by the nominated person detailing their professional qualifications, professional or comparable functions and any circumstances that could give rise to cause for concern regarding partiality.

Failing which, the shareholder motion to appoint a member of the Supervisory Board must not be taken into consideration.

6. Information on shareholder data protection

Rosenbauer International AG processes shareholders' personal data (chiefly data in accordance with Section 10a (2) AktG, name, address, date of birth, securities account number, number of shares, where applicable share class, number of voting card and, where applicable, name and date of birth of any voting proxies) on the basis of valid data protection regulations, primarily the EU General Data Protection Regulation (GDPR) and the Austrian Data Protection Act so that shareholders can exercise their rights at the Annual General Meeting.

Shareholders' personal data must be processed in order for shareholders and their representatives to attend the Annual General Meeting in accordance with the Austrian Stock Corporation Act. The legal basis for the processing is Article 6 (1) c) GDPR.

Rosenbauer International AG is the controller for the purposes of processing. Rosenbauer International AG uses external service companies, such as notaries, lawyers, banks and IT service providers, to arrange the Annual General Meeting. Rosenbauer International AG provides them only with the personal data required to perform the service in question and they process the data exclusively as instructed by Rosenbauer International AG. Where required by law, Rosenbauer International AG has concluded a data protection agreement with these service companies.

If a shareholder attends the Annual General Meeting, all shareholders/representatives, members of the Executive Board and Supervisory Board, the notary and all other persons who are legally entitled to attend the meeting can view the legally required list of participants (Section 117 AktG) and can thus also view the personal data in this list (including name, residence, shareholding). Rosenbauer International AG is also legally required to submit personal shareholder data (in particular the list of participants) to the commercial register as part of the notarial record (Section 120 AktG).

Shareholder data are rendered anonymous or erased once they are no longer necessary in relation to the purposes for which they are collected or processed, provided no other legal obligations require further retention. Documentary evidence and retention obligations arise in particular from company law, stock corporation law, takeover law, tax law and anti-money laundering regulations. If, shareholders assert legal claims against Rosenbauer International AG or shareholders assert legal claims against Rosenbauer International AG, the storage of personal data is used on a case-by-case basis to clarify and enforce claims. In connection with court proceedings before civil courts, this may result in the storage of data for the duration of the statute of limitations plus the duration of the legal proceedings until they are legally concluded.

All shareholders have the right to access, rectification, restriction, objection and erasure regarding the processing of personal data and the right to data portability in accordance with Chapter III of the GDPR at all times. Shareholders can assert these rights to Rosenbauer International AG free of charge using the e-mail address dataprivacy@rosenbauer.com or the contact details below:

Rosenbauer International AG

c/o Marinko Kvesic

Paschinger Strasse 90

4060 Leonding

Shareholders are also entitled to lodge a complaint with the data protection supervisory authority in accordance with Article 77 GDPR.

Further information on data protection can be found in the Data Protection Declaration on Rosenbauer International AG's website at www.rosenbauer.com.

VI. OTHER INFORMATION

Total number of shares and voting rights

At the time of convening the virtual Annual General Meeting, the company's share capital was EUR 13,600,000,-- divided into 6,800,000 no-par-value shares. Each share confers one vote at the Annual General Meeting. Accordingly, the total number of voting rights at the time of convening the Annual General Meeting was 6,800,000. At the time of convening the Annual General Meeting, the company did not hold any treasury shares, neither directly nor indirectly. There are not multiple share classes.

Leonding, May 2023

The Executive Board

(end)

Emitter: Rosenbauer International AG
Paschinger Straße 90
4060 Leonding
Austria
Contact Person: Tiemon Kiesenhofer, MBA
Phone: +43 732 6794-568
E-Mail: tiemon.kiesenhofer@rosenbauer.com
Website: www.rosenbauer.com
ISIN(s): AT0000922554 (Share)
Stock Exchange(s): Vienna Stock Exchange (Official Trade); Free Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate
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