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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10.05.2019
INVITATION
to 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 on Thursday, 13 June 2019, at 10:00 a.m. (CEST)
at the Wiener Stadthalle, Hall F,
Roland-Rainer-Platz 1, 1150 Vienna, Austria.
1. 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 2018, and the proposal for the
utilization of profit, the separate non-financial report and the report of
the Supervisory Board for the 2018 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 2018.
3. Resolution on the release of the members of the Management Board from
liability for the 2018 financial year.
4. Resolution on the release of the members of the Supervisory Board from
liability for the 2018 financial year.
5. Appointment of an auditor (bank auditor) for the audit of the annual
financial statements and consolidated financial statements for the 2020
financial year.
6. Election of one person to the Supervisory Board.
7. Resolution on the revocation of the authorization granted to the Management
Board pursuant to sec. 169 of the Stock Corporation Act (authorized
capital), and the creation of new authorized capital in return for
contributions in cash and/or in kind with the possibility to exclude
subscription rights, and on the corresponding amendment to Article 4
paragraph 5 of the Articles of Association.
1. Resolution on the amendments to Article 4 and Article 15 of the Articles of
Association.
B. DOCUMENTS RELATED TO THE GENERAL MEETING
The following documents in particular will be available on the Company's website
at www.rbinternational.com (Investors/Events/Annual General Meeting 2019) no
later than on 23 May 2019:
* Annual financial statements for 2018, including the management report;
o Consolidated financial statements for 2018, including the consolidated
management report;
* Corporate Governance Report 2018;
o Proposal for the utilization of profit for the financial year 2018;
o Separate non-financial report for the financial year 2018;
o Report of the Supervisory Board for the financial year 2018;
# Proposed resolutions for items 2 to 8 on the agenda;
o Statement of the nominee for the election to the Supervisory Board with
respect to item 6 on the agenda, pursuant to sec. 87 para. 2 of the Stock
Corporation Act, including Curriculum Vitae;
o Report of the Management Board regarding item 7 on the agenda;
o Articles of Association showing the proposed amendments set out under items
7 and 8 on the agenda;
o Complete text of this convocation;
o Forms for granting and revoking a proxy pursuant to sec. 114 of the Stock
Corporation Act.
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 10th day
prior to the General Meeting (record date). This record date is 3 June 2019, 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 at 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 7 June 2019, 12:00 p.m. (CEST) solely
at one of the following communication channels and addresses:
1. for the transmission of the deposit certificate in text form
by mail or courier service: Raiffeisen Bank International AG
c/o HV-Veranstaltungsservice GmbH, Köppel 60,
AT - 8242 St. Lorenzen/Wechsel
by e-mail an electronic document in PDF format with a qualified electronic
signature:
anmeldung.rbi@hauptversammlung.at
by SWIFT: RZBAATWWXXX
Message Type MT598 or MT599; add "HV RBI" in field 20 and "ISIN AT0000606306" in
field 77E or 79
1. 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 8900 500 83,
by e-mail: anmeldung.rbi@hauptversammlung.at
with the scanned 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;
* Deposit number, or, if not available, any other relevant reference or
identifier;
* Express confirmation that the deposit certificate relates to the record date
of 3 June 2019, 12:00 p.m. (CEST).
Submission of the deposit certificate serves at the same time as registration
for the General Meeting.
Shareholders are not blocked by registering for the General Meeting or by
submitting a deposit confirmation; shareholders can therefore continue to freely
dispose of their shares after registration or submission of a deposit
confirmation.
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 23 May 2019. 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 confirmation
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% 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 and a statement specifying the reasons for the
proposal and request that these proposals be made available on the Company's
website together with the names of the respective shareholders, the accompanying
statements of reasons for the proposals and any statements issued by the
Management Board and Supervisory Board, provided that this request is made in
text form and received by the Company no later than 3 June 2019 either by fax to
+43 (0)1 8900 500 83, by e-mail to anmeldung.rbi@hauptversammlung.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.
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.
In the case of a proposal for election of one person to the Supervisory Board
(item 6 on the agenda) the reasons to be attached are replaced by the statement
of the Supervisory Board nominee pursuant to sec. 87 para. 2 of the Stock
Corporation Act. In this statement, the nominee must set out his/her expert
qualifications, his/her professional or similar experience, and any
circumstances that may give rise to concerns with regard to potential conflicts
of interest, and declare to be committed to legal values. Such proposals must
reach the Company in text form by 3 June 2019 at the latest and be made
available by the Company on the Company's website by 5 June 2019 at the latest,
failing which the person concerned may not be included in the vote.
With respect to agenda item 6 "Election of one person to the Supervisory Board"
and a potential election proposal by shareholders pursuant to sec. 110 of the
Stock Corporation Act, the following information is provided by the Company
pursuant to sec. 110 para. 2 sub-para. 2 of the Stock Corporation Act:
The Supervisory Board of Raiffeisen Bank International AG currently consists of
twelve members elected by the General Meeting (shareholder representatives) and
six members delegated by the staff council pursuant to sec. 110 of the Austrian
Labor Constitution Act (Arbeitsverfassungsgesetz). Nine of the twelve
shareholder representatives are men and three are women. Four of the six
employee representatives are men and two are women. The Supervisory Board
therefore currently consists of thirteen men and five women and fulfills the
minimum quota of female representatives pursuant to sec. 86 para. 7 of the Stock
Corporation Act.
It is reported that no objection pursuant to sec. 86 para. 9 of the Stock
Corporation Act has been raised either by the majority of the shareholders'
representatives or by the majority of the employees' representatives and that,
as a result, there is no separate fulfilment, but rather joint fulfilment of the
minimum proportion of female representatives pursuant to sec. 86 para. 7 of the
Stock Corporation Act.
If there is no increase in the number of Supervisory Board members within the
scope of the Articles of Association in relation to agenda item 6, "Election of
a person to the Supervisory Board", in the event of a potential nomination by
shareholders, if the nomination is accepted it must be ensured that of the
eighteen Supervisory Board members at least five are women.
When electing Supervisory Board members, the General Meeting shall take into
account the criteria laid down in sec. 87 para. 2a of the Stock Corporation Act,
in particular the professional and personal qualifications of the members, the
professionally balanced composition of the Supervisory Board, aspects of
diversity and internationality as well as professional reliability. Further,
each person proposed must meet the requirements for the professional
suitability, experience, personal reliability and time availability of the
members of the Supervisory Board pursuant to sec. 28a para. 5 of the Banking Act
at all times. Sec. 28a para. 3 of the Banking Act lays down further requirements
for the Chairman of the Supervisory Board.
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% when taken
together, or in 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.
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 (www.rbinternational.com) 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.
Each shareholder is entitled to make motions at the General Meeting for any item
on the agenda (sec. 119 of the Stock Corporation Act).
In order to ensure the efficient management of the meeting, questions which have
answers that require a longer preparation time may be submitted in good time
before the General Meeting by fax +43 (0)1 8900 500 83, by e-mail to
hauptversammlung@rbinternational.com or by mail to Raiffeisen Bank International
AG, Attn. Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030
Vienna, Austria.
E. REPRESENTATION BY PROXY
Every shareholder entitled to participate in the General Meeting has the right
to appoint a proxy to act on his/her behalf at the General Meeting and who shall
have the same rights as the shareholder he/she represents.
The proxy must be issued 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 is submitted personally at the registration desk on the day of
the General Meeting, it must be received by the Company at one of the addresses
listed below no later than 11 June 2019:
by fax: +43 (0)1 8900 500 83,
by e-mail: anmeldung.rbi@hauptversammlung.at
with the scanned proxy 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 HV-Veranstaltungsservice GmbH, Köppel 60,
AT- 8242 St. Lorenzen/Wechsel
The IVA (Austrian Shareholder Association), Feldmühlgasse 22, 1130 Vienna,
Austria, is offering a special service for the shareholders whereby an
independent proxy will exercise voting rights at the General Meeting.
Shareholders who are interested in making use of such a service can contact
Michael Knap directly on +43 (0)664 2138740 (mobile) or by e-mail:
michael.knap@iva.or.at. The proxy document must also be sent to the Company as
described above if an independent shareholder representative from IVA receives
authorization. Any instructions must be given to IVA directly.
The general proxy form and a form for revoking a proxy will be sent to you upon
request, and they are also available on the Company's website at
www.rbinternational.com (Investors/Events/Annual General Meeting 2019).
Shareholders may exercise voting rights at the General Meeting in person also
after granting proxy. Personal attendance at the General Meeting will be
considered as a revocation of any previously granted proxy.
The aforementioned provisions for issuing a proxy shall apply mutatis mutandis
to the revocation of proxies.
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 and voting card
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
depository credit institutions (deposit certificates) or from the participants
themselves when registering for the General Meeting, when ordering admission
tickets and/or appointing proxies. 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 HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen
am Wechsel) 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. In addition to the legal storage and
documentation periods resulting from the Austrian Commercial Code, the Federal
Tax Code and the Austrian Banking Act, the legal limitation periods, which may
in certain cases be up to 30 years according to the General Civil Code, must
also be taken into account.
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 transferability in accordance
with the conditions of data protection law.
Participants can exercise these rights with respect to RBI 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
+43 (0)1 71 707-8817
Further information on data protection can be found on the Company's website at
www.rbinternational.com (Investors/Events/Annual General Meeting 2019).
G. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time the invitation to the General Meeting was issued, the share capital
of the Company was EUR 1,003,265,844.05, divided into 328,939,621 bearer shares
carrying voting rights (no par value shares). Each share confers the right to
one vote. As of 8 May 2019 the Company and its subsidiaries held 322,204 own
shares. The Company has no rights in respect of these shares; shares owned by
the Company do not confer any voting rights.
As of 8 May 2019 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.
H. ACCESS TO THE GENERAL MEETING
To ensure uncomplicated access and to avoid delays, shareholders are kindly
requested to arrive in good time before the General Meeting is due to start and
to identify themselves at the registration desk by presenting valid official
photo identification (i.e. driving licence, passport, identity card).
Voting cards can be collected from 9:00 a.m. (CEST) onwards.
The Company reserves the right to confirm the identity of those individuals
attending the General Meeting. Should it not be possible to confirm a person's
identity, access to the General Meeting can be refused.
If you are going to be attending the General Meeting as a proxy, please bring
the proxy form with you in addition to official photo identification. If the
original proxy form has already been sent to the Company or the representative
(to the addresses specified under Section E), please bring a copy of the proxy
with you to the General Meeting to ensure uncomplicated access.
Vienna, May 2019
The Management Board
of
Raiffeisen Bank International AG
(Please note that this is a translation from German original; only the German
original is binding and valid)
Further inquiry note:
Herr Mag. Gregor Höpler
Head of Group Executive Office
Raiffeisen Bank International AG
+43 1 71707 - 3449
gregor.hoepler@rbinternational.com
end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/2231/12/10303225/1/aGM_2019_Invitation.pdf
issuer: 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: Wien, Luxembourg Stock Exchange
language: English
Original-Content von: Raiffeisen Bank International AG, übermittelt durch news aktuell