EANS-General Meeting: Rosenbauer International AG
Invitation to the General
Meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
ROSENBAUER International AG Leonding, Reg.n° FN 78543 f ISIN AT0000922554
Invitation
We hereby invite our shareholders to the
18th Ordinary General Meeting of ROSENBAUER International AG
at 2 p.m. on Friday, 21st May 2010, in the "Gemeinderatssaal" of the "Altes Rathaus", Hauptplatz 1-5, 4020 Linz, Austria.
1. Presentation of the approved financial statements, including the situation
report and the corporate governance report, the consolidated financial
statements, including the Group situation report, the Executive Board´s
proposal with respect to the distribution of profits, and the report of the
Supervisory Board for the 2009 financial year
2. Resolution on the distribution of the net profit for the year
3. Resolution on the discharge of the members of the Executive Board from their
responsibility for the 2009 financial year
4. Resolution on the discharge of the members of the Supervisory Board from
their responsibility for the 2009 financial year
5. Election of the auditor for the financial statements and the consolidated
financial statements for the 2010 financial year
6. Resolution on granting renewed authorisation to the Executive Board to
(re-)purchase the Company´s own shares in accordance with § 65 Sect. 1
Clauses 4 and 8 of AktG (the Austrian Companies Act)
7. Resolution on the amendment of the Articles of Association, in particular to
adjust them to legal changes - 2009 Company Law Amendment Act (Aktienrechts-
Änderungsgesetz 2009)DOCUMENTS FOR THE GENERAL MEETING From 30th April 2010 onwards, the following documents will be available for inspection by shareholders at the Company´s business premises at its registered office in Paschinger Strasse 90, A-4060 Leonding (Investor Relations Dept., Ms. Gerda Königstorfer):
financial statements, including the situation report corporate governance report consolidated financial statements, including the Group situation report proposal with respect to the distribution of profits report of the Supervisory Board (in each of the above cases, for the 2009 financial year); proposed resolutions on agenda items 2 - 7 report of the Executive Board pursuant to § 65 Sect. 1 b in conjunction with § 153 Sect. 4 of AktG (the Austrian Companies Act).
These documents, together with the complete text of this invitation and the forms for granting and for revoking a proxy, will also be available on the Company´s website www.rosenbauer.com from 30th April 2010, as well as at the General Meeting itself.
Information on shareholders´ rights pursuant to §§ 109, 110, and 118 of AktG (Austrian Companies Act)
Shareholders who jointly hold 5% of the share capital and who have been the holders of these shares for at least three months prior to making such request are entitled to request in writing that additional items be put on the agenda of this General Meeting and announced, provided that such request is made in writing and delivered to the Company no later than 30th April 2010, exclusively to the address Paschinger Strasse 90, A-4060 Leonding, Investor Relations Dept., attn. Ms. Gerda Königstorfer. Shareholders must also state a proposed resolution for each such item requested for addition to the agenda, including a statement of grounds. In the case of bearer shares kept in safe deposit, a safe- custody receipt ("Depotbestätigung") pursuant to § 10a of AktG (= Austrian Companies Act) shall be sufficient evidence that the shareholders making such requests have held their shares for at least three months prior to making such requests. This safe-custody receipt shall not be older than seven days at the time of its being submitted to the Company. For details of the other requirements made in respect of this safe-custody receipt, please refer to the information given on eligibility to attend the General Meeting.
Shareholders holding jointly at least 1% of the share capital are entitled to submit proposals for resolution on any item of the agenda, including a statement of grounds, in writing, and to require that such proposals, including the grounds therefor, be made available on the website of the Company together with any statement thereon by the Executive or Supervisory Board. Such request must be delivered to the Company in writing no later than 11th May 2010, either by telefax to +43 (0)732 6794 - 89 or to the address Paschinger Strasse 90, A- 4060 Leonding, Investor Relations Dept. attn. Ms. Gerda Königstorfer, or by e- mail to ir@rosenbauer.com , in which case such written request must be sent as an attachment (e.g. pdf file) to the e-mail. In the case of bearer shares kept in safe deposit, a safe-custody receipt pursuant to § 10a of AktG (Companies Act) shall be sufficient evidence that the holders are indeed shareholders who are thereby entitled to exercise shareholders´ rights; this safe-custody receipt shall not be older than seven days at the time of its being submitted to the Company. For details of the other requirements made in respect of this safe-custody receipt, please refer to the information given on eligibility to attend the General Meeting.
In the case of bearer shares that are not kept in safe deposit, written confirmation from a notary shall be sufficient. The above requirements for safe- custody receipts shall apply, analogously, to this confirmation.
At the General Meeting, every shareholder has the right to request and be given information on any matter pertaining to the Company, provided that such information is necessary in order to arrive at a considered opinion regarding a particular item on the agenda.
Further information on these rights of shareholders pursuant to §§ 109, 110 and 118 of AktG (Companies Act), and in particular on how proof of the requisite share ownership is to be furnished, is now available on the Company´s website www.rosenbauer.com.
Qualifying date and eligibility to attend the General Meeting Eligibility to attend the General Meeting, and to exercise voting and other shareholder rights in the context of the General Meeting, is governed by the shareholdings as at the close of 11th May 2010 (qualifying date).
The General Meeting may only be attended by persons who are shareholders at the qualifying date, and who provide evidence of their shareholding to the Company.
Bearer shares kept in safe deposit In the case of bearer shares kept in safe deposit, a safe-custody receipt pursuant to § 10a of AktG (Companies Act), which shall be delivered to the Company by 18th May 2010 solely at one of the addresses stated below, shall be sufficient evidence of a shareholder´s shareholding at the qualifying date.
By post ROSENBAUER International AG
Investor Relations
Attn. Ms. Gerda Königstorfer
Paschinger Strasse 90
A-4060 Leonding, Austria
By SWIFT GIBAATWGGMS
(Message Type MT598; always state ISIN AT0000922554 in the
verbiage)By telefax: +43 (0)732 6794 - 94568 Attn. Ms. Gerda Königstorfer
Bearer shares not kept in safe deposit In the case of bearer shares that are not kept in safe deposit, written confirmation from an Austrian notary public, delivered to the Company solely at one of the addresses above, shall be sufficient.
The following requirements for safe-custody receipts shall apply, analogously, to the contents of this notarial confirmation (except for the safe-custody account number).
Safe-custody receipt pursuant to § 10a of AktG (Companies Act) The safe-custody receipt is to be issued by a custodian bank having its registered office in a member state of the European Economic Area or in a full member state of the OECD, and must include the following information: information on the issuer: (corporate) name and address or any code that is customarily used among credit institutions (SWIFT code) information on the shareholder: (corporate) name, address, date of birth in the case of natural persons, and register and register number, if applicable, for legal entities information on the shares: number of shares held by the shareholder, ISIN AT0000922554 safe-custody account number and/or other designation date to which the safe-custody receipt refers
The safe-custody receipt furnished as evidence of the shareholding must refer to the qualifying date of 11th March 2010 specified above.
Safe-custody receipts will be accepted in either English or German.
Shareholders will not be blocked by registering for the General Meeting and/or by submitting a safe-custody receipt. For this reason, they may continue to freely dispose of their shares even after registering and/or submitting a safe- custody receipt.
Representation by proxy Each shareholder entitled to attend the General Meeting may appoint a proxy who will take part in the meeting on behalf of such shareholder and enjoy the same rights as the shareholder whom he or she represents.
With regard to the delivery of such authorisation, § 10a of AktG (Companies Act) shall apply `mutatis mutandis´.
Such proxy must be given to a specific person (natural person or legal entity) in writing; several persons may also be so authorised.
The notification (or revocation) of a proxy must be delivered to the Company by 4 p.m. on 20th May 2010, solely to one of the following addresses:
By post ROSENBAUER International AG
Investor Relations
Attn. Ms. Gerda Königstorfer
Paschinger Strasse 90
A-4060 Leonding, AustriaBy telefax: +43 (0)732 6794 - 89
By e-mail: ir@rosenbauer.com in which case such written notification (or revocation) of proxy must be sent as an attachment (e.g. pdf file) to the e-mail On the day of the General Meeting: only possible in person, when registering for the Meeting at the venue
A proxy form and/or a form for revoking the proxy will be sent to shareholders upon request and may be downloaded from the Company´s website at www.rosenbauer.com .
In cases where a shareholder has granted a proxy to his or her custodian bank, it is sufficient if the latter declares, in addition to the safe-custody receipt, that it has been given such proxy.
Total number of shares and voting rights At the date of the convening of the General Meeting, the nominal share capital of the Company is divided into 6,800,000 non-par-value shares. Each share confers one vote. At the date of the convening of the General Meeting, the Company holds no shares of its own. The total number of shares entitling their holders to attend and vote at the General Meeting is 6.8 million at the date of the convening of the Meeting.
Admission for collecting voting cards will commence at 1.30 p.m.
Leonding, April 2010
The Executive Board
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Rosenbauer International AG
Mag. Gerda Königstorfer
Tel.: 0732/6794-568
gerda.koenigstorfer@rosenbauer.com
Branche: Machine Manufacturing
ISIN: AT0000922554
WKN: 892502
Index: WBI, ATX Prime
Börsen: Berlin / free trade
Stuttgart / free trade
Wien / official market
Original content of: Rosenbauer International AG, transmitted by news aktuell