Rosenbauer International AG: Invitation to the Annual General Meeting
Leonding (pta012/20.04.2026/11:15 UTC+2)
Rosenbauer International AG
Leonding, FN 78543 f
ISIN AT0000922554
Invitation to the Annual General Meeting
We hereby invite our shareholders to the
34th Annual General Meeting of
Rosenbauer International AG
on Wednesday, May 20, 2026, at 10:00 a.m. Vienna time,
at the Courtyard by Marriott Hotel, Europaplatz 2, 4020 Linz, Austria.
I. AGENDA
- Presentation of the annual financial statements including the management report, corporate governance report, consolidated financial statements including the Group Management Report, non-financial report, and the report from the Supervisory Board for the 2025 financial year
- Resolution on the actions of the members of the Executive Board for the 2025 financial year
- Resolution on the actions of the members of the Supervisory Board for the 2025 financial year
- Selection of the statutory auditor, Group auditor, and the non-financial statement auditor for the 2026 financial year
- Elections to the Supervisory Board
- Resolution on the remuneration report
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE
By April 29, 2026, at the latest, the following documents will be available on the company's website www.rosenbauer.com, which is registered in the commercial register:
- Annual financial report 2025, including annual financial statements with management report,
- Annual report 2025, which includes:
- Corporate Governance report,
- Consolidated Financial Statements with Group Management report,
- Supervisory Board report,
- Non-financial report 2025,
- Remuneration report,
- Proposed resolutions,
- Statements of candidates for election to the Supervisory Board in accordance with Section 87(2) of the Austrian Stock Corporation Act (AktG),
- Resumes of candidates for election to the Supervisory Board,
- Proxy authorization forms,
- Proxy cancellation form,
- Information on the integration of ISO 20022 SWIFT messages in the dispatch logic of deposit certificates and proxies,
- Full text of this invitation.
III. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL MEETING
Eligibility to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights that can be exercised at the Annual General Meeting are based on share ownership at the end of day on May 10, 2026 (midnight, Vienna time) (record date). Only those persons who are shareholders on this record date and who provide proof of this to the company are entitled to participate in the Annual General Meeting.
A deposit certificate pursuant to Section 10a of the Austrian Stock Corporation Act must be submitted for the purpose of proving ownership of the shares on the record date. This must be received by the company no later than May 15, 2026 (midnight, Vienna time), exclusively via one of the following communication channels and addresses:
(i) for submitting the deposit certificate in text form, as permitted under the Articles of Association in accordance with Section 17(3)
By email anmeldung.rosenbauer@hauptversammlung.at
(Please use PDF format for deposit certificates)
By fax +43 (0)1 8900 500 50
(ii) for submitting the deposit certificate in written form
By mail or courier Rosenbauer International AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel
By SWIFT ISO 15022 CPTGDE5WXXX
(Message type MT598 or MT599,
ISIN AT0000922554 must be included in the text)
By SWIFT ISO 20022 ou=xxx,o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
in the version that contains the minimum required fields. A detailed description can be downloaded from www.rosenbauer.com.
Shareholders are requested to contact their custodian bank to arrange for a deposit certificate to be issued and sent.
The record date has no impact on the saleability of the shares and has no bearing on dividend rights.
Deposit certificate in accordance with Section 10a of the Austrian Stock Corporation Act (AktG)
The deposit certificate must be issued by a custodian bank domiciled in a member state of the European Economic Area or a full member state of the OECD and must contain the following information (Section 10a(2) AktG):
- Information on the issuer: name/company name and address or a code commonly used in communications between banks (SWIFT code),
- Information on the shareholder: name/company name, address, date of birth for natural persons, register and register number for legal persons, if applicable,
- Information on the shares: number of shares held by the shareholder, ISIN AT0000922554 (internationally used securities identification number),
- Account number, securities account number or other description,
- Date or period to which the deposit certificate relates.
The deposit certificate as proof of share ownership for participation in the Annual General Meeting must refer to the end of the record date of May 10, 2026 (midnight, Vienna time). The deposit certificate will be accepted in German or English.
Proof of identity
Rosenbauer International AG reserves the right to verify the identity of persons attending the meeting. Entry may be denied if it is not possible to verify the identity of the attendee. Shareholders and their proxies are therefore requested to provide valid official photo ID when registering. If you are attending the Annual General Meeting as a proxy, please bring the proxy authorization document with you as well as your official photo ID. If the original proxy document has already been sent to the company, entry will be easier if you bring a copy of the proxy document with you.
IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
Any shareholder who is entitled to participate in the Annual General Meeting and has provided evidence of this to the company as described in section III of this invitation has the right to appoint a representative to participate in the Annual General Meeting on behalf of the shareholder. The representative has the same rights as the shareholder they represent.
Proxy authorization must be issued to a specific person (a natural or a legal person) in text form (Section 13(2) AktG). It is possible to authorize more than one proxy. Proxy authorization can be made both before and during the Annual General Meeting. We offer the following communication channels and addresses for proxy submission:
By mail or courier Rosenbauer International AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel
By email anmeldung.rosenbauer@hauptversammlung.at
(Please use PDF format for proxy authorizations)
By fax +43 (0)1 8900 500 50
By SWIFT ISO 15022 CPTGDE5WXXX
(Message type MT598 or MT599,
ISIN AT0000922554 must be included in the text)
By SWIFT ISO 20022 ou=xxx,o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
in the version that contains the minimum required fields. A detailed description can be downloaded from www.rosenbauer.com.
The proxies must be received at one of the addresses mentioned above no later than May 19, 2026, 4:00 p.m. Vienna time, unless they are submitted on the day of the Annual General Meeting at the entry and exit check of the Annual General Meeting. A form for proxy authorization and a form for revoking the proxy authorization are available on the company's website at www.rosenbauer.com. To ensure problem-free processing, we request that you always use the forms provided.
Details on the proxy authorization, in particular on the text form and the content of the proxy authorization, can be found in the proxy authorization form provided to shareholders.
If the shareholder has appointed its custodian bank as proxy (Section 10a AktG), it will suffice if the bank submits a declaration to the company, in addition to the deposit certificate, stating that the custodian bank has been appointed as proxy. This must be submitted via one of the designated channels.
Shareholders may still exercise their rights in person at the Annual General Meeting even after a proxy has been authorized. Attendance in person is considered to serve as a revocation of the proxy authorization.
The above rules on proxy authorization also apply similarly to proxy revocation.
Independent voting representative
As a special service, Florian Beckermann LLM from the Austrian Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, is available to shareholders as an independent voting representative for exercising voting rights at the Annual General Meeting, subject to instructions. A special proxy form for authorizing Florian Beckermann LLM is available on the company's website at www.rosenbauer.com. This form must be sent to the company exclusively via one of the addresses mentioned above (email, mail) for the submission of proxy authorizations. Shareholders may also contact Florian Beckermann LLM directly by telephone on +43 (0)1 876 33 43 30 or by email at beckermann.rosenbauer@hauptversammlung.at.
Shareholders must provide instructions to Florian Beckermann LLM on how he (or, if need be, a sub-proxy authorized by Florian Beckermann LLM) is to exercise voting rights. Florian Beckermann LLM exercises voting rights solely on the basis of the instructions given by the shareholder. Without explicit instructions, the proxy authorization is invalid. Please note that the voting representative will not accept orders to request to speak, to raise objections to resolutions at the Annual General Meeting, to ask questions, or to submit motions.
Guests
The Annual General Meeting is the key governing body of a stock corporation as it is the forum for the owners of the company – the shareholders. We therefore hope you will appreciate that we cannot turn an Annual General Meeting into an event for guests, much as we value such interest. Participation by guests is therefore only possible after prior registration. The Investor Relations team will be happy to answer any questions you may have (tel.: +43 732 6794 4020, email: ir@rosenbauer.com).
Please understand that, due to the large number of participants who typically attend our Annual General Meeting, a maximum of two persons per deposit certificate (one shareholder and one proxy, or two proxies instead of the shareholder) are permitted to attend. This is for organizational reasons relating to the preparation of the buffet.
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS UNDER SECTIONS 109, 110, 118, AND 119 AKTG
1. Additions to the agenda by shareholders pursuant to Section 109 AktG
Shareholders whose combined shares equate to 5% of the share capital and who have held these shares for at least three months prior to the date of application may request in writing that additional items be placed on the agenda of this Annual General Meeting and be published, provided that this request is made in writing and received by the company by post or courier no later than April 29, 2026 (midnight, Vienna time) at the following address only: FAO Julia Kaiser, Investor Relations Division, Paschinger Strasse 90, 4060 Leonding, Austria. It may also be sent via email with a qualified electronic signature to ir@rosenbauer.com or via SWIFT ISO 15022 to the address CPTGDE5WXXX. "In writing" means with a handwritten signature or company signature of each applicant. If the request is made via email, it must include a qualified electronic signature, or if sent via SWIFT ISO 15022 with message type MT598 or MT599, ISIN AT0000922554 must be included in the text.
Each agenda item requested must be accompanied by a resolution proposal and a statement of grounds. The agenda item and the resolution proposal, but not the statement of grounds, must also be provided in German. Shareholder status must be evidenced by the submission of a deposit certificate in accordance with Section 10a AktG confirming that the requesting shareholders have held the shares for at least three months before the request was submitted; the certificate must not be more than seven days old at the time of its submission to the company. Multiple deposit certificates for shares that only together total a 5% equity holding must refer to the same point in time (date, time).
Regarding the other deposit certificate requirements, please refer to the information on eligibility (point III of this invitation).
2. Resolutions proposed for the agenda by shareholders pursuant to Section 110 AktG
Shareholders whose combined shares equate to 1% of the share capital may submit resolutionproposals in text form, including a statement of grounds, for any agenda item and request that these proposals together with the names of the relevant shareholders, the statement of grounds given, and any statement of grounds by the Executive Board or the Supervisory Board be made available on the company's website as entered in the commercial register. This request must be sent in text form no later than May 8, 2026 (midnight, Vienna time) to the company either by post or courier to: FAO Julia Kaiser, Investor Relations Division, Paschinger Strasse 90, 4060 Leonding, Austria, or by email to ir@rosenbauer.com with the request attached to the email in text form, e.g. in PDF format. If the text form within the meaning of Section 13(2) AktG is mandatory for statements, the statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named, and the completion of the statement must be made recognizable by reproduction of the signature or otherwise. The resolution proposal, but not the statement of grounds, must also be provided in German.
In the event of a proposal to elect a Supervisory Board member, the statement of grounds is replaced by the statement of the person proposed in accordance with Section 87(2) AktG.
Shareholder status must be evidenced by the submission of a deposit certificate in accordance with Section 10a AktG; the certificate must not be more than seven days old at the time of its submission to the company. Multiple deposit certificates for shares that only together total a 1% equity holding must refer to the same point in time (date, time). Regarding the other deposit certificate requirements, please refer to the information on eligibility (point III of this invitation).
3. Information pursuant to Section 110(2), sentence 2, in conjunction with Section 86(7) and (9) AktG
With regard to Agenda item 5 "Elections to the Supervisory Board" and any submission of a corresponding election proposal by shareholders in accordance with Section 110 AktG, the company discloses the following information:
The Supervisory Board of Rosenbauer International AG currently consists of five members elected by the Annual General Meeting (capital representatives) and three members delegated by the Works Council pursuant to Section 110 ArbVG. All are men. The term of office of a capital representative ends upon conclusion of the upcoming Annual General Meeting.
The Supervisory Board proposes to increase the number of members from five to six within the limits set by the Articles of Association. This means Section 86(7) AktG (minimum share requirement) applies to Rosenbauer International AG.
In the upcoming Annual General Meeting on May 20, 2026, two people – and exclusively women, with regard to Section 86(7) AktG – can be elected to the Supervisory Board.
4. Shareholders' right to information pursuant to Section 118 AktG
Upon request, each shareholder must be provided with information on company matters at the Annual General Meeting, provided that this information is necessary for the proper assessment of an agenda item. The obligation to provide information also covers the company's legal relationships with an affiliated company as well as the position of the Group and the companies included in the consolidated financial statements.
Information may be refused if, based on the reasonable assessment of the company, it is likely to cause a significant disadvantage to the company or an affiliated company, or if providing it would be punishable.
In accordance with Section 19(2) of the Articles of Association, the chairperson of the Annual General Meeting may reasonably limit the time allotted to shareholders to ask questions and speak. In particular at the beginning of, but also during, the Annual General Meeting, he can impose general and individual restrictions on speaking time and time for questions.
Requests for information must generally be made orally at the Annual General Meeting, but may also be made in writing.
Questions requiring lengthy preparation may be sent to the Executive Board in written form in due time before the Annual General Meeting to ensure the efficient use of time during the meeting. The questions can be sent to the company via email to ir@rosenbauer.com.
5. Motions by shareholders at the Annual General Meeting pursuant to Section 119 AktG
Regardless of the number of shares held, each shareholder is entitled to submit motions on any agenda item at the Annual General Meeting. If several motions have been proposed for one item on the agenda, the chairperson determines the order of voting in accordance with Section 119(3) AktG.
However, a shareholder motion to elect a Supervisory Board member necessarily requires the timely submission of a proposed resolution in accordance with Section 110 AktG: only shareholders whose combined shares equate to 1% of the share capital can nominate persons for election to the Supervisory Board. Such election proposals must be received by the company in the manner stated above (item V. paragraph 2) no later than May 8, 2026. Each election proposal must be accompanied by the statement pursuant to Section 87(2) AktG of the person proposed regarding their professional qualifications, their professional or similar roles, and any circumstances that could give rise to concerns about bias.
Otherwise, the shareholder motion for the election of a Supervisory Board member may not be taken into account in the vote.
6. Information on data protection of shareholders
Rosenbauer International AG processes the personal data of shareholders (in particular that pursuant to Section 10a(2) AktG: name, address, date of birth, securities account number, number of shares held by the shareholder, class of share where applicable, voting card number, as well as name and date of birth of proxy or proxies, if applicable) on the basis of applicable data protection regulations, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, in order to allow the shareholders to exercise their rights at the Annual General Meeting.
The processing of shareholders' personal data is absolutely necessary for the participation of shareholders and their representatives at the Annual General Meeting in accordance with the Stock Corporation Act. The legal basis for processing is therefore Article 6(1)(c) GDPR.
Rosenbauer International AG is the responsible body for processing the data. Rosenbauer International AG uses external service providers such as notaries, attorneys, banks, and IT service providers for the purpose of organizing the Annual General Meeting. They receive only the personal data from Rosenbauer International AG that is necessary for carrying out the contracted service and process the data exclusively in accordance with the instructions of Rosenbauer International AG. As far as legally necessary, Rosenbauer International AG has concluded 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 may inspect the statutory list of participants (Section 117 AktG) and thereby also see the personal data referred to therein (including name, place of residence, shareholding relationship). Rosenbauer International AG is also legally obliged to submit personal shareholder data (in particular the list of participants) to the commercial register as part of the notarial protocol (Section 120 AktG).
Shareholder data is anonymized or deleted as soon as it is no longer required for the purposes for which it was collected or processed, unless other legal obligations require further retention. Evidence and retention obligations arise in particular from company, stock corporation, and takeover law, from tax law, and from money laundering regulations. If legal claims are asserted by shareholders against Rosenbauer International AG, or vice versa by Rosenbauer International AG against shareholders, the retention of personal data serves to clarify and enforce claims in individual cases. In the context of legal proceedings before civil courts, this may result in the storage of data during the period of limitation plus the duration of the legal proceedings until their final conclusion.
Each shareholder has the right at any time to request information on, to rectify, to restrict, to object to, and to delete personal data as well as the right to transfer data in accordance with Chapter III of the GDPR. Shareholders may assert these rights against Rosenbauer International AG free of charge via the email address dataprivacy@rosenbauer.com or by using the following contact details:
Rosenbauer International AG
c/o DI Marinko Kvesic
Paschinger Strasse 90
4060 Leonding, Austria
In addition, shareholders have the right to lodge a complaint with the data protection supervisory authority under Article 77 GDPR.
Further information on data protection is available in the data protection declaration on Rosenbauer International AG's website at www.rosenbauer.com.
VI. OTHER DISCLOSURES AND INFORMATION
Total number of shares and voting rights
On the date the Annual General Meeting was convened, the company's share capital was EUR 20,400,000 – divided into 10,200,000 no-par value shares. Each share grants one vote at the Annual General Meeting. As a result, the total number of voting rights at the time the Annual General Meeting was convened was 10,200,000 voting rights. On the date the Annual General Meeting was convened, the company neither directly nor indirectly held treasury shares. There are no other classes of shares.
Leonding, April 2026
The Executive Board
(end)
| Emitter: |
Rosenbauer International AG Paschinger Straße 90 4060 Leonding Austria |
|
|---|---|---|
| Contact Person: | Mag. Thomas Aschauer | |
| Phone: | +43 732 6794 6668 | |
| E-Mail: | ir@rosenbauer.com | |
| Website: | www.rosenbauer.com | |
| ISIN(s): | AT0000922554 (Share) | |
| Stock Exchange(s): | Vienna Stock Exchange (Official Trade); Free Market in Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate BSX |