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
Notice of Meeting
We hereby invite our shareholders to the
19th Annual General Meeting of Rosenbauer International AG
on Friday May 27, 2011 at 2 p.m., in the Börsensäle Wien (function hall at Vienna Stock Exchange), Wipplingerstrasse 34, 1010 Vienna, 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, and the report of the
Supervisory Board for the 2010 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 2010 financial year
4. Resolution on the discharge of the members of the Supervisory Board from
their responsibility for the 2010 financial year
5. Election of the auditor for the financial statements and the consolidated
financial statements for the 2011 financial year
6. Election of a member to the Supervisory BoardDOCUMENTS FOR THE GENERAL MEETING
From no later than May 6, 2011 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, 4060 Leonding, Austria (Investor Relations, 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 2010 financial year); proposed resolutions on agenda items 2 - 6 statement by the candidate for election to the Supervisory Board (agenda item 6) pursuant to § 87 Sect. 2 of AktG (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 from no later than May 6, 2011 on the Company´s website www.rosenbauer.com, 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 May 6, 2011, exclusively to the address Paschinger Strasse 90, 4060 Leonding, Austria, 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 therefore, 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 May 18, 2011, either by telefax to +43 732 6794-89 or to the address Paschinger Strasse 90, 4060 Leonding, Austria, 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.
If the proposal in question concerns the election of a member to the Supervisory Board, then the written statement of grounds shall be replaced by the statement given pursuant to § 87 Sect. 2 of AktG (Austrian Companies Act) by the person proposed for election. 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.
Irrespective of the size of his/her shareholdings, every shareholder is entitled to submit motions on any of the items on the agenda at the General Meeting, provided that he/she can demonstrate eligibility to attend as set out below.
Attention is expressly drawn to the following: Persons for election to the Supervisory Board (item 6 of the agenda) may only be proposed by shareholders who together hold at least 1 % of the nominal share capital. The names of the candidates so proposed must be submitted to the Company, in the manner set out above, by no later than May 18, 2011. Every such proposal for election must be accompanied by the statement required from the proposed person by § 87 Sect. 2 AktG (Austrian Companies Act) regarding his/her specialist qualifications, professional or comparable functions held, and any circumstances that might constitute grounds for fearing a conflict of interest. All shareholders may submit motions to the General Meeting on any other agenda item, also during the Meeting (i.e. with no requirement for prior notification). 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 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 May 17, 2011 (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 May 24, 2011 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
4060 Leonding, AustriaBy SWIFT GIBAATWGGMS (Message Type MT598; always state ISIN AT0000922554 in the verbiage)
By telefax: +43 (0)732 6794 - 89 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 May 17, 2011 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.
Such proxy must be given to a specific person (natural person or legal entity) in writing; several persons may also be so authorized.
The notification (or revocation) of a proxy must be delivered to the Company by 4 p.m. on May 26, 2011, solely to one of the following addresses:
By post Rosenbauer International AG
Investor Relations
Attn. Ms. Gerda Königstorfer
Paschinger Strasse 90
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. With regard to the delivery of such authorization, § 10a of AktG (Companies Act) shall apply `mutatis mutandis´.
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. At the date of the convening of the Meeting, the total number of shares entitling their holders to attend and vote at the General Meeting is 6,800,000 million non-par-value shares.
Admission for collecting voting cards will commence at 1.30 p.m.
Leonding, April 2011
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