Raiffeisen Bank International AG
EANS-General Meeting: Raiffeisen Bank International AG
Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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23.03.2021
TRANSLATION FROM GERMAN ORIGINAL; ONLY THE GERMAN ORIGINAL IS BINDING AND VALID
CONVOCATION
AT0000606306202104220008
of the shareholders for the
ANNUAL GENERAL MEETING
of
Raiffeisen Bank International AG
commercial register of the Commercial Court of Vienna under FN 122119 m
ISIN AT0000606306
which will be held as a virtual assembly on Tuesday, 22 April 2021 at 10:00 a.m.
(CEST)
at Raiffeisen Bank International AG, Raiffeisensaal,
Am Stadtpark 9, 1030 Vienna, Austria.
I. Conducting a virtual Annual General Meeting without the physical presence of
shareholders
After careful consideration, the Management Board of Raiffeisen Bank
International AG has decided to conduct this year's Annual General Meeting as a
virtual meeting in view of the COVID-19 pandemic to protect shareholders and
other participants. The Annual General Meeting of Raiffeisen Bank International
AG will therefore be conducted on the basis of sec. 1 of the Federal Act
concerning special measures in company law due to COVID-19 (COVID-19 Company Law
Act (Gesellschaftsrechtliches COVID-19-Gesetz as amended) and the Ministry of
Justice Regulation on the more detailed provisions for the conducting of
meetings under company law without the physical presence of the participants and
on passing resolutions in alternative ways (COVID-19 Company Law Ordinance
(Gesellschaftsrechtliche COVID-19-Verordnung as amended), in the form of a
virtual assembly by means of a one-way acoustic and optical connection in real
time in accordance with sec. 3 para. 1 COVID-19 Company Law Ordinance without
the physical presence of the shareholders.
It is expressly pointed out that - in contrast to the Annual General Meeting of
the Company on 20 October 2020 and the option provided for in sec. 3 para. 4
COVID-19 Company Law Ordinance - special proxies pursuant to sec. 3 para. 4
COVID-19 Company Law Ordinance will not be proposed at the upcoming Annual
General Meeting on 22 April 2021. This is because shareholders will be able to
participate remotely (sec. 102 para. 3 sub-para. 2 Stock Corporation Act
(Aktiengesetz) and vote remotely (sec. 102 para. 3 sub-para. 3 Stock Corporation
Act and sec. 126 Stock Corporation Act) via the AGM portal.
II. Participation of shareholders through the AGM portal and by granting
authorization to special proxies
The Company is providing the AGM portal for the participation of shareholders in
this year's Annual General Meeting. Shareholders can therefore participate in
the virtual Annual General Meeting by electronic connection using individual
access details through the AGM portal set up by the Company. In addition,
shareholders are offered the opportunity to exercise their shareholder rights
through one of the special proxies proposed by the Company in accordance with
sec. 3 para. 4 COVID-19 Company Law Ordinance.
Detailed information on the organizational and technical requirements for
participation in the virtual Annual General Meeting ("Participation
Information") will be available from 1 April 2021 on the Company's website [1]
at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
annual-general-meeting-2021 [http://www.rbinternational.com/en/investors/events-
overview/annual-general-meetings/annual-general-meeting-2021] in accordance with
sec. 3 para. 3 in conjunction with sec. 2 para. 4 COVID-19 Company Law
Ordinance.
[1] [https://easy.euroadhoc.com/#_ftnref1] All references to the Company's
website that follow refer to www.rbinternational.com/en/investors/events-
overview/annual-general-meetings/annual-general-meeting-2021 [http://
www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
annual-general-meeting-2021]
III. Partial transmission of the Annual General Meeting on the Internet
The Annual General Meeting will be partially broadcast to the public on the
Company's website from approximately 10.00 a.m. (CEST) from the beginning until
the end of the presentation of agenda item 1 in accordance with sec. 3 para. 2
COVID-19 Company Law Ordinance in conjunction with sec. 102 para. 4 of the Stock
Corporation Act.
A. AGENDA
1. Presentation of the approved annual financial statements, including the
management report, the consolidated financial statements and consolidated
management report, each as at 31 December 2020, and the proposal for the
utilization of profit, the separate non-financial report and the report of
the Supervisory Board for the 2020 financial year as well as the Management
Board's Corporate Governance Report.
2. Resolution on the utilization of net profit, as shown in the annual
financial statements as at 31 December 2020.
3. Resolution on the release of the members of the Management Board from
liability for the 2020 financial year.
4. Resolution on the release of the members of the Supervisory Board from
liability for the 2020 financial year.
5. Resolution on the amount of remuneration to be paid to the members of the
Supervisory Board.
6. Appointment of an auditor (bank auditor) for the audit of the annual
financial statements and consolidated financial statements for the 2022
financial year.
7. Resolution on the report of the remuneration of the members of the
Management Board and the Supervisory Board for the 2020 financial year
(remuneration report 2020).
B. DOCUMENTS RELATED TO THE GENERAL MEETING
The following documents will be available on the Company's website by 1 April
2021 at the latest:
* Annual financial statements for 2020, including the management report;
* Consolidated financial statements for 2020, including the consolidated
management report;
* Corporate Governance Report 2020;
* Proposal for the utilization of profit for the financial year 2020;
* Separate non-financial report for the financial year 2020;
* Report of the Supervisory Board for the financial year 2020;
* Proposed resolutions for items 2 to 7 on the agenda;
* Remuneration Policy for the members of the Management Board and Supervisory
Board;
* Complete text of this convocation notice;
* Forms for granting and revoking a proxy pursuant to sec. 114 of the Stock
Corporation Act as well as for special proxies;
* Information on the organizational and technical requirements for participation
in the virtual Annual General Meeting in accordance with sec. 3 para. 3 in
conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinace ("Participation
Information");
* Inquiry form.
C. RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING
Record date pursuant to sec. 111 of the Stock Corporation Act
The right to participate in the General Meeting and to exercise voting rights
and other shareholder rights which are to be exercised during the course of the
General Meeting depends on the ownership of shares at the end of the tenth day
prior to the General Meeting (record date). This record date is 12 April 2021,
12:00 p.m. (CEST). Only those who are shareholders on the record date, and are
able to provide the Company with proof of this, are entitled to participate in
the General Meeting.
Proof of share ownership
All bearer shares of the Company are deposited bearer shares. Share ownership on
the record date is to be proven by the submission of a deposit certificate
(Depotbestätigung) pursuant to sec. 10a of the Stock Corporation Act, which must
be received by the Company no later than 19 April 2021, 12:00 p.m. (CEST) solely
through or at one of the following communication channels and addresses:
(i) for the transmission of the deposit certificate in written form
by mail or courier service: Raiffeisen Bank International AG
c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna
by e-mail an electronic document in PDF format with a qualified electronic
signature: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at]
by SWIFT: RZBAATWWXXX
Message Type MT598 or MT599; add "HV RBI" in field 20 and "ISIN AT0000606306" in
field 77E or 79
(ii) for the transmission of the deposit certificate in text form pursuant to
sec. 15 para. 2 of the Articles of Association
by fax: +43 (0) 1 3750 215-99
by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at]
with the deposit certificate attached to the e-mail (e.g. pdf)
Deposit certificate pursuant to sec. 10a of the Stock Corporation Act
The deposit certificate must be issued by the depositary credit institution,
which must have its registered office in a member state of the European Economic
Area or in a full member state of the OECD, in German or English, and it must
contain the following:
* Information on the issuer: name/company name and address or any code used
between credit institutions (SWIFT);
* Information on the shareholder: name/company name, address, date of birth of
natural persons, register and register no. of legal entities;
* Information on the shares: number of shares held by the shareholder, ISIN
AT0000606306;
* Securities account number, or, if not available, another relevant reference or
identifier;
* Express confirmation that the deposit certificate relates to the record date
of 12 April 2021, 12:00 p.m. (CEST).
Submission of the deposit certificate serves at the same time as registration
for the General Meeting. Registered shareholders in this convocation notice
therefore refers to those shareholders whose deposit certificates have been
received by the Company on a timely basis.
Shareholders are not blocked by registering for the General Meeting or by
submitting a deposit certificate; shareholders can therefore continue to freely
dispose of their shares after registration or submission of a deposit
certificate.
D. REFERENCE TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO sections 109, 110, 118
AND 119 OF THE STOCK CORPORATION ACT
Requesting additional agenda items
Shareholders whose shares equal individually or in aggregate 5% of the share
capital of the Company and who prove that they have held these shares for at
least three months prior to submission of the request (as to establishing proof,
see below) may request in writing that items be added to the agenda of this
General Meeting and that an announcement is made in this respect. This request
must be received by the Company, at Raiffeisen Bank International AG, Attn.
Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna,
Austria, in writing (signature required) no later than 1 April 2021 or, if sent
by e-mail with a qualified electronic signature to the e-mail address
anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at] or by SWIFT to
the address RZBAATWWXXX. "In writing" means signed by each applicant personally
or by an authorized corporate representative or, if sent by e-mail, with a
qualified electronic signature or, if sent by SWIFT, with Message Type MT598 or
Type MT599, whereby it is essential to state "HV RBI" in field 20 and
"ISIN AT0000606306" in field 77E or 79 in the text.
A proposed resolution and a statement specifying the reasons for the proposal
must accompany each requested agenda item. Each resolution proposal must (also)
be submitted in the German language.
Proof of shareholder status requires the submission of a deposit certificate
pursuant to sec. 10a of the Stock Corporation Act, confirming that the
shareholders submitting the request (5% of the share capital) have held the
shares continuously for at least three months prior to its submission. This
deposit certificate must not be more than seven days old at the time of its
submission to the Company. Where there are several shareholders holding shares
which only equal the required 5% of the share capital when taken together, or in
the case of more than one deposit certificate for shares which only equal the
required 5% when taken together, the deposit certificates must refer to the same
effective date. With respect to the other requirements related to deposit
certificates, reference is made to the information under Section C.
Proposals for resolutions
Shareholders whose shares equal individually or in aggregate 1% of the share
capital of the Company may submit to the Company proposals for resolutions in
respect of each agenda item together with a statement specifying the reasons for
the proposal and request that these proposals be made available on the Company's
website (as recorded in the commerical register) together with the names of the
respective shareholders, the accompanying statements of reasons for the
proposals and any statements issued by the Management Board or Supervisory
Board, provided that this request is made in text form and received by the
Company no later than 13 April 2021 either by fax to +43 (0) 1 3750 215-99, by
e-mail to anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at], with
the request attached to the e-mail as a scanned attachment (e.g. pdf), or by
mail or courier service to Raiffeisen Bank International AG, Attn. Elisabeth
Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna, Austria. If
declarations are required to be made in text form within the meaning of sec. 13
para. 2 of the Stock Corporation Act, the declaration must be submitted in a
document or in another manner suitable for permanent reproduction in written
characters, the person making the declaration must be named and the conclusion
of the declaration must be made recognizable by the reproduction of the signed
name or other means.
A proposed resolution that has been published on the Company's website pursuant
to sec. 110 of the Stock Corporation Act may only be voted on if it is repeated
as a motion at the General Meeting. Each resolution proposal must (also) be
submitted in a German language version.
Submission of a deposit certificate pursuant to sec. 10a of the Stock
Corporation Act which, at the time of its submission to the Company, must not be
more than seven days old, is required as proof of share ownership for the
purposes of exercising these shareholder rights. Where there are several
shareholders holding shares which only equal the required 1% of the share
capital when taken together, or in the case of more than one deposit certificate
for shares which only equal the required 1% when taken together, all deposit
certificates must refer to the same effective date. With respect to the other
requirements related to deposit certificates, reference is made to the
information under Section C.
AGM Portal
In the virtual Annual General Meeting of the Company on 22 April 2021, the
Company's AGM portal will be available to shareholders for the exercise of
voting rights and other shareholder rights. The AGM portal will be accessible on
the Company's website as of the record date (12 April 2021, 12 p.m. (CEST)).
The AGM portal enables registered shareholders to:
* Participate in the Annual General Meeting by means of an acoustic and optical
connection in real time
* Exercise their voting rights
* Submit a motion for a resolution
* Raise an objection
* Exercise the right to information
* Authorize a representative or a special proxy
Further information on participation through the AGM portal can be found in the
Participation Information, which will be available as from 1 April 2021 on the
Company's website.
Right to information
Pursuant to sec. 118 of the Stock Corporation Act, information regarding the
affairs of the Company must be provided to each shareholder at the General
Meeting upon request insofar as the information is necessary for the proper
assessment of an item on the agenda.
The information must comply with the principles of conscientious and accurate
accounting. The information request may be refused if, according to reasonable
business judgment, it is likely to cause a substantial disadvantage to the
Company or an affiliated company or if its disclosure would be punishable by
law. A request for information may also be refused if the information was
continuously available on the Company's website in the form of questions and
answers for at least seven days prior to the beginning of the General Meeting.
The reason for the refusal to provide information must be given.
Every shareholder can exercise his/her right to information and to speak during
the Annual General Meeting through the AGM portal and may ask questions by
telephone in real time during the Annual General Meeting.
A prerequisite for the exercise of the shareholders' right to information is
proof of the right to participate (section C. of the convening notice).
Each shareholder is also invited to send his/her questions directly to the
Company before the Annual General Meeting by e-mail to
anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at]. In order to
identify shareholders, at the same time as questions are submitted information
must be provided with regard to full name, date of birth or commercial register
number (only for legal entities), the securities account number and the name of
the credit institution maintaining the securities account, along with a copy of
the signature (or other means of identification). Shareholders may use the
question form available on the Company's website, which contains the
aforementioned information for identification. The Company reserves the right to
not answer questions that cannot be assigned to a shareholder.
To preserve the economy of the meeting, questions requiring longer preparation
can be sent to the above e-mail address in good time before the Annual General
Meeting.
Please note that reasonable time restrictions may be specified by the Chairman
during the Annual General Meeting.
Right to submit motions
Every shareholder is entitled to submit motions at the Annual General Meeting
for each item on the agenda (sec. 119 Stock Corporation Act).
The point in time until which it is possible to submit a motion via the AGM
portal will be determined by the Chairman during the virtual Annual General
Meeting and announced in good time.
Further details on exercising these shareholder rights through the AGM portal
can be found in the Participation Information, which can be accessed on the
Company's website.
E. REPRESENTATION BY PROXY AND SPECIAL PROXIES IN ACCORDANCE WITH SEC. 3 PARA. 4
COVID-19 COMPANY LAW ORDINANCE
The proxy must be granted to a specific person (either a natural person or a
legal entity) in text form. More than one person can be authorized. If a
shareholder has granted a proxy to the bank where he/she has deposited his/her
shares, it is sufficient for the bank to provide the Company with a declaration
that it has been granted a proxy, in addition to submitting the deposit
certificate. For the transmission of such declarations sec. 10a para. 3 of the
Stock Corporation Act shall apply mutatis mutandis.
Unless the proxy authorization is submitted through the AGM portal, it must be
received by the Company at one of the addresses listed below no later than 21
April 2021 at
04:00 p.m. (CEST):
by fax: +43 (0) 1 3750 215-99,
by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at],
with the proxy authorization attached to the e-mail (e.g. pdf),
by SWIFT: RZBAATWWXXX,
Message Type MT598 or MT599; enter "HV RBI" in field 20 and "ISIN AT0000606306"
in field 77E or 79, or
by mail or courier service: Raiffeisen Bank International AG
c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna
As a special service, a representative of the Austrian Shareholder Association,
(Interessenverband für Anleger) Feldmühlgasse 22, 1130 Vienna, Austria, will be
available to shareholders as an independent proxy for the exercise of voting
rights and other shareholder rights at the Annual General Meeting, but is not a
special proxy in accordance with sec. 3 para. 4 COVID-19 Company Law Ordinance.
If interested, it is possible to contact Dr. Michael Knap directly before the
Annual General Meeting under the mobile phone number: +43 (0)664 2138740 or by
e-mail: knap.rbi@anmeldestelle.at [knap.rbi@anmeldestelle.at]. If the
independent Austrian Shareholder Association proxy is granted authorization, the
authorization, as described above, must also be sent to the Company or submitted
through the AGM portal. In each instance, instructions must be given to the
Austrian Shareholder Association for the exercise of the voting right. Without
such explicit instructions, the voting right will not be exercised.
A form for granting proxy authorization and one for revocation of proxy
authorization will be sent upon request and are available on the Company's
website.
The aforementioned provisions for issuing a proxy authorization shall apply
mutatis mutandis to the revocation of proxies.
Further details on representation by proxy and special proxy representatives can
be found in the Participation Information, which can be accessed on the
Company's website.
F. INFORMATION FOR SHAREHOLDERS ON DATA PROCESSING
Raiffeisen Bank International AG processes the personal data of shareholders or
their proxies and other persons attending the General Meeting (the
"participants"), in particular name, address, date of birth, registration number
of legal entities, securities account number, number of shares, voting card
number, e-mail address and where applicable telephone number, on the basis of
the applicable data protection laws and the Stock Corporation Act in order to
enable them to exercise their rights at the General Meeting.
Raiffeisen Bank International AG receives this data from sources including
depositary credit institutions (deposit certificates) or from the participants
themselves when registering for the General Meeting, when requesting access
details and/or appointing proxies and from input to the AGM portal. In
principle, participants are obliged to provide Raiffeisen Bank International AG
with the necessary information. The processing of participants´ personal data is
necessary for participation in the General Meeting and for its proper
preparation, execution and related activities following the General Meeting.
Service providers and data processors commissioned by Raiffeisen Bank
International AG for the purpose of organizing the General Meeting (including in
particular IT as well as back office service providers such as Link Market
Services GmbH, Siebensterngasse 32-34, 1070 Vienna) receive from Raiffeisen Bank
International AG only those personal data which are necessary for the execution
of the service commissioned and process these data solely in accordance with
Raiffeisen Bank International AG's instructions. In compliance with its legal
obligations, Raiffeisen Bank International AG also passes on the personal data
of shareholders and their proxies to public authorities such as the commercial
register or Financial Market Authority.
The data of the participants will be anonymized or deleted after the end of the
respective applicable legal periods.
All participants have the right to information, correction, deletion or
restriction of the processing of personal data concerning them, the right of
objection to the processing and the right to data portability in accordance with
the conditions of data protection law.
Participants can exercise these rights with respect to Raiffeisen Bank
International AG free of charge using the following contact details:
Raiffeisen Bank International AG
Group Data Privacy Office
Am Stadtpark 9, 1030 Vienna, Austria
datenschutz@rbinternational.com [datenschutz@rbinternational.com]
+43 (0)1 71 707-8603
Further information on data protection can be found on the Company's website.
G. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time the convocation notice for the General Meeting was issued, the share
capital of the Company was EUR 1,003,265,844.05, divided into 328,939,621
ordinary bearer shares carrying voting rights (no-par value shares). Each share
confers the right to one vote. As of the effective date the Company and its
subsidiaries held 429,920 own shares. The Company has no rights from these
shares; shares owned by the Company and its subsidiaries do not confer any
voting rights.
As of the effective date the total number of shares which grant the holder the
right to participate at the General Meeting and carry voting rights amounted to
328,617,417. There are no other classes of shares.
Vienna, March 2021
The Management Board
of
Raiffeisen Bank International AG
Further inquiry note:
Ms. Golnaz Miremadi
Group Executive Office
Raiffeisen Bank International AG
+43 1 71707 - 2141
golnaz.miremadi@rbinternational.com
end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/2231/12/10680372/1/avGM_2021_Convocation_secured.pdfissuer: Raiffeisen Bank International AG
Am Stadtpark 9
A-1030 Wien
phone: +43 1 71707-2089
FAX: +43 1 71707-2138
mail: ir@rbinternational.com
WWW: www.rbinternational.com
ISIN: AT0000606306
indexes: ATX
stockmarkets: Luxembourg Stock Exchange, Wien
language: English
Original content of: Raiffeisen Bank International AG, transmitted by news aktuell