EQS-AGM: Raiffeisen Bank International AG: Convocation for the Annual General Meeting on 31 March 2022
EQS-News: Raiffeisen Bank International AG / Announcement of the Convening of the
General Meeting
Raiffeisen Bank International AG: Convocation for the Annual General Meeting on 31
March 2022
03.03.2022 / 09:00
Announcement of the Convening of the General Meeting, transmitted by EQS – a service of
EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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CONVOCATION
AT0000606306202203310800
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 on Thursday, 31 March 2022 at 10:00 a.m. (CEST)
at Hilton Vienna Park,
Am Stadtpark 1, 1030 Vienna, Austria.
I. Conducting the General Meeting with the option of physical or virtual participation
After careful consideration and with the approval of the Supervisory Board, the
Management Board of Raiffeisen Bank International AG has decided to conduct this year’s
Annual General Meeting as a „hybrid“ assembly. Shareholders and other participants
have the option of attending physically at the venue of the General Meeting, or
virtually by participating remotely (sec. 102 para. 3 sub-para. 2 of the Stock
Corporation Act (Aktiengesetz)) and voting remotely (sec. 126 of the Stock Corporation
Act).
Shareholders can choose whether to participate in the General Meeting either in person
or virtually. However, participation in person at the venue of the General Meeting is
subject to compliance with the rules on preventing the spread of Covid-19 that are
applicable on the day of the Annual General Meeting (see item II). Virtual
participation will be possible via an electronic connection using individual access
data through the AGM portal set up by the Company (see item III). Shareholders will
also have the option of participating in the General Meeting in person (rather than
virtually) even if they have requested access data for attending virtually. In light of
the pandemic situation, it is advisable to request access data for virtual
participation as a precautionary measure. However, a shareholder or his/her appointed
proxy can only participate either in person or virtually. Virtual participation is
therefore not possible if the shareholder or his/her appointed proxy is physically
present at the venue of the General Meeting.
II. Physical participation of shareholders at the venue of the General Meeting
Participation in person is wholly conditional on compliance with the rules for
preventing the spread of Covid-19 that are applicable on the day of the Annual General
Meeting, i.e. in particular the stipulations of the Austrian COVID-19 Measures Act and
the Epidemics Act 1950, as well as the ordinances of the Austrian Federal Ministry for
Social Affairs, Health, Care and Consumer Protection and the ordinances of the Governor
of Vienna that are applicable at the time of the General Meeting.
Access to the meeting venue can therefore only be granted to shareholders and other
participants who fulfill all of the legal requirements for physical participation in
the General Meeting that are applicable on the day of the meeting. For example, proof
of low epidemiological risk (e.g. by presenting a legally valid Covid-19 vaccination
certificate or legally valid proof of recovery from Covid-19) and/or an obligation to
wear a particular grade of protective respiratory mask may be legally required on the
day of the General Meeting. Please ensure you are informed in advance of the relevant
requirements applicable to the participation in corporate meetings of legal entities at
the time of the General Meeting.
The Company will provide information on any access requirements relating to the
applicable Covid-19 rules from 23 March 2022 onwards on its website^[1][1] at
[2]www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
annual-general-meeting-2022 („Access requirements for physical participation in the
General Meeting“).
Furthermore, information on the envisaged protective and hygiene measures to prevent
the spread of Covid-19 at the event („Protection and Hygiene Plan“) will be published
on the Company’s website no later than 23 March 2022. In order to protect the safety of
those attending in person, there will be no hospitality offering at the venue.
To ensure a smooth admission process, shareholders and other participants are asked to
arrive in good time before the General Meeting begins. Presentation of any necessary
documentation in accordance with the applicable Covid-19 rules on the day of the
General Meeting will be required before entering the venue. Moreover, participants will
be required to provide valid official photo ID (driving license, passport, identity
card) at the registration desk. Entry may be refused to anyone who does not meet these
requirements. For those attending in person, doors open at 08:30 a.m. (CEST) for the
collection of voting cards.
The Company is authorized to collect the requisite personal data of shareholders and
other participants to ensure compliance with the Covid-19 requirements (see section F).
Entry may be refused if it is not possible to collect the corresponding data.
If you are coming to the General Meeting at the Hilton Vienna Park as a proxy, please
bring official photo ID (driving license, passport, identity card) and the proxy form
in addition to any necessary documentation in accordance with the applicable Covid-19
rules on the day of the General Meeting. If the original proxy form has already been
sent to the Company or the representative (to the addresses specified in section E),
please bring a copy of the proxy form with you to facilitate access.
^[1] Any references hereafter to the Company’s website relate to the following link:
[3]www.rbinternational.com/en/investors/events-overview/annual-general-meetings/annual-
general-meeting-2022.
III. Virtual participation of shareholders through the AGM portal
The Company is providing the AGM portal for the virtual participation of shareholders
in this year’s General Meeting. Shareholders can therefore participate (remote
participation) and vote (remote voting) in the General Meeting by electronic connection
using individual access data through the AGM portal set up by the Company.
Detailed information on the organizational and technical requirements for virtual
participation in the General Meeting is available on the Company’s website
(„Information on virtual participation“).
Shareholders can only derive any claims against the Company due to a communication
fault if the Company is responsible for the fault (sec. 102 para. 5 of the Stock
Corporation Act).
IV. Partial transmission of the General Meeting on the internet
The 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. 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 of 31 December 2021, and the proposal for the utilization of profit, the separate
non-financial report, the report of the Supervisory Board for the 2021 financial year
and the Management Board’s Corporate Governance Report.
2. Resolution on the utilization of net profit, as shown in the annual financial
statements as of 31 December 2021.
3. Resolution on the report on the remuneration of members of the Management Board and
the Supervisory Board in the 2021 financial year (Remuneration Report 2021).
4. Resolution on the release of the members of the Management Board from liability for
the 2021 financial year.
5. Resolution on the release of the members of the Supervisory Board from liability for
the 2021 financial year.
6. Appointment of an auditor (bank auditor) for the audit of the annual financial
statements and consolidated financial statements for the 2023 financial year.
7. Elections to the Supervisory Board.
8. Resolution to authorize the purchase and, if applicable, the retirement of own
shares pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the
Stock Corporation Act and in connection therewith the authorization of the Management
Board, subject to the consent of the Supervisory Board, to exclude shareholders‘ tender
rights and authorization, with the consent of the Supervisory Board, to sell own shares
by other means than on the stock exchange or through a public offering with exclusion
of shareholders‘ subscription rights.
9. Resolution on the authorization to acquire own shares pursuant to sec. 65 para. 1
sub-para. 7 of the Stock Corporation Act for the purposes of securities trading.
10. Resolution on the amendment to Articles 2 and 19 of the Articles of Association.
B. DOCUMENTS RELATED TO THE GENERAL MEETING
The following documents are available on the Company’s website.
From 3 March 2022 at the latest:
– full text of this convocation;
– details of the organizational and technical requirements for virtual participation in
the Annual General Meeting of Raiffeisen Bank International AG on 31 March 2022
(„Information on virtual participation“).
From 10 March 2022 at the latest:
– annual financial statements for 2021, including the management report;
– consolidated financial statements for 2021, including the consolidated management
report;
– Corporate Governance Report 2021;
– proposal for the utilization of profit for the 2021 financial year;
– separate non-financial report for the 2021 financial year;
– report of the Supervisory Board for the 2021 financial year;
– Remuneration Report 2021;
– proposed resolutions for items 2-10 on the agenda;
– statements of the nominees for election to the Supervisory Board with respect to item
7 on the agenda, pursuant to sec. 87 para 2 of the Stock Corporation Act, including
curriculum vitae;
– report of the Management Board regarding item 8 on the agenda;
– Articles of Association showing the proposed amendments set out under item 10 on the
agenda;
– forms for granting and revoking a proxy pursuant to sec. 114 of the Stock Corporation
Act;
– inquiry form.
From 23 March 2022 at the latest:
– information on the protective and hygiene measures to prevent the spread of Covid-19
at the event („Protection and Hygiene Plan“), which will be constantly updated;
– access requirements for physical participation in the General Meeting, which will be
constantly updated.
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 21 March 2022, 12:00 p.m. (CET). 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 ones. 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 28 March 2022, 12:00 p.m. (CEST) solely through or at one of the following
communication channels and addresses:
+————————————————————————————-+
| for the transmission of the | |
| deposit certificate in written | |
| form | |
|———————————–+————————————————-|
| | Raiffeisen Bank International AG |
| by mail or courier service: | c/o Link Market Services GmbH, Siebensterngasse |
| | 32-34, 1070 Vienna |
|———————————–+————————————————-|
| by e-mail an electronic document | |
| in PDF format with a qualified | [4]anmeldung.rbi@anmeldestelle.at |
| electronic signature: | |
|———————————–+————————————————-|
| | RZBAATWWXXX, Message Type MT598 or MT599; add |
| by SWIFT: | „HV RBI“ in field 20 and |
| | „ISIN AT0000606306“ in field 77E or 79 |
|———————————–+————————————————-|
| 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 |
|———————————–+————————————————-|
| | [5]anmeldung.rbi@anmeldestelle.at |
| by e-mail: | 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
21 March 2022, 12:00 p.m. (CET).
Submission of the deposit certificate serves at the same time as registration for the
General Meeting. Registered shareholders in this convocation notice therefore refer 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 10
March 2022 or, if sent by e-mail with a qualified electronic signature to the
e-mail address [6]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 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 commercial 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 22 March 2022 either by fax to 43 (0) 1 3750
215-99, by e-mail to [7]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.
If an individual is nominated for election to the Supervisory Board (item 7 on the
agenda), the statement of the nominee pursuant to sec. 87 para. 2 of the Stock
Corporation Act will take the place of the rationale. The nominee will be required to
present their professional qualifications, details of professional or comparable roles
and any circumstances that could raise concerns about partiality in the statement.
Nominations must be received by the Company in text form no later than 22 March 2022
and made available on the Company’s website no later than 24 March 2022, otherwise the
person concerned may not be included in the vote.
With regard to item 7 on the Agenda, „Elections to the Supervisory Board“, and any
nominations submitted by shareholders pursuant to sec. 110 of the Stock Corporation
Act, the Company has issued the following statement 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 Labor Constitution Act
(Arbeitsverfassungsgesetz). Of the twelve shareholder representatives, nine are men and
three are women. Of the six employee representatives, four are men and two are women.
The Supervisory Board therefore currently consists of thirteen men and five women,
fulfilling the minimum quota requirement pursuant to sec. 86 para. 7 of the Stock
Corporation Act.
No objection pursuant to sec. 86 para. 9 of the Stock Corporation Act has been raised
either by the majority of the shareholder representatives or by the majority of the
employee representatives, resulting in joint fulfillment of the minimum quota
requirement pursuant to sec. 86 para. 7 of the Stock Corporation Act rather than
separate fulfillment.
In the case of any nominations submitted by shareholders, it is important to note that
pursuant to sec. 86 para. 7 of the Stock Corporation Act, the Supervisory Board of the
Company must include no less than five women and no less than five men if it comprises
eighteen members (shareholder representatives and employee representatives).
When electing members of the Supervisory Board, the General Meeting shall take account
of the criteria defined in sec. 87 para. 2a of the Stock Corporation Act, in particular
the professional and personal qualifications of such members, the balanced professional
composition of the Supervisory Board, diversity and internationality aspects as well as
professional reliability.
Furthermore, each nominated individual must meet the requirements relating to the
professional suitability, experience, personal reliability and availability of members
of the Supervisory Board pursuant to sec. 28a para. 5 of the Austrian Banking Act
(Bankwesengesetz) at all times.
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
For virtual participation in the General Meeting of the Company on 31 March 2022, 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 (21 March 2022, 12:00 p.m. (CET)).
The AGM portal enables registered shareholders to:
– participate in the General Meeting by means of an acoustic and optical two-way
connection in real time;
– exercise their voting rights;
– submit a motion for a resolution at the General Meeting;
– raise an objection;
– exercise the right to information;
– authorize a representative.
Further information on participation through the AGM portal can be found in the
information on virtual participation, which will be available on the Company’s website
no later than 10 March 2022.
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.
Shareholders who are participating virtually can exercise their right to information
and to speak during the General Meeting through the AGM portal. They may also address
the General Meeting to ask questions and/or make a statement by means of an acoustic
and optical two-way connection (supported by a webcam and microphone) in real time via
video link if they are invited to speak by the Chairman. Joining by video link is only
permissible if the shareholders or their proxies themselves appear and speak on camera.
Shareholders are asked to register any interest in joining by video link via the AGM
portal as soon as possible after the General Meeting has begun.
A prerequisite for the exercise of the shareholders‘ right to information is proof of
the right to participate (section C. of the convocation notice).
Each shareholder is also invited to send his/her questions directly to the Company
during the General Meeting by e-mail to [8]fragen.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 ensure the meeting is conducted efficiently, questions can also be submitted to the
above e-mail address in a timely manner before the General Meeting.
Please note that reasonable time restrictions may be specified by the Chairman during
the General Meeting.
Right to submit motions
Every shareholder is entitled to submit motions at the General Meeting for each item on
the agenda (sec. 119 Stock Corporation Act).
Shareholders who are participating virtually can exercise their right to submit motions
via the AGM portal. 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 General Meeting and
announced in good time.
Further details on exercising these shareholder rights through the AGM portal can be
found in the information on virtual participation, which can be accessed on the
Company’s website.
E. REPRESENTATION BY PROXY
Each shareholder who is entitled to participate in the General Meeting has the right to
appoint a representative to participate, either physically or virtually, in the General
Meeting on the shareholder’s behalf and with the same rights as the shareholder he/she
is representing.
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 29 March 2022, 04:00
p.m.:
+————————————————————————————-+
| by fax: | 43 (0) 1 3750 215-99 |
|——————–+—————————————————————-|
| by e-mail: | [9]anmeldung.rbi@anmeldestelle.at, |
| | with the proxy authorization attached to the e-mail (e.g. PDF) |
|——————–+—————————————————————-|
| | RZBAATWWXXX, |
| by SWIFT: | Message Type MT598 or MT599; enter „HV RBI“ in field 20 and |
| | „ISIN AT0000606306“ in field 77E or 79, or |
|——————–+—————————————————————-|
| by mail or courier | Raiffeisen Bank International AG |
| service: | 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), IVA, 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 Mr. Michael Knap directly before the Annual
General Meeting on the mobile phone number: 43 (0)664 2138740 or by e-mail:
[10]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.
Shareholders can also exercise their rights in person at the General Meeting even after
issuing a proxy authorization. Attendance in person at the venue of the General Meeting
(physical participation) or virtual participation via the AGM portal constitutes the
revocation of a proxy that has been issued.
The aforementioned provisions for issuing a proxy authorization shall apply mutatis
mutandis to the revocation of proxies.
Further details on representation by proxy can be found in the information on virtual
participation, 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 (Aktiengesetz) in order to enable them to exercise their
rights at the General Meeting. In the event of physical participation and if required
by the authorities on the day of the General Meeting, the validity and period of
validity of proof of low epidemiological risk, barcodes and QR codes will be verified
on the basis of the protective measures to prevent the spread of Covid-19 applicable at
the time of the Annual General Meeting. This data will be processed in line with the
applicable legal requirements.
The Company processes personal data in order to prepare and conduct the General
Meeting, as well as perform related follow-up activities. This affects data processed
for the participants‘ registration and connection to the General Meeting (e.g. checking
authorization for exercising shareholder rights and for connection via the AGM portal,
as well as the compilation of a list of participants) and for enabling shareholders and
their proxies to exercise their rights in the framework of and in connection with the
General Meeting (including the granting and revoking of proxies and instructions). The
service providers and processors of the Company, which are commissioned for the purpose
of organizing the General Meeting (including, in particular, IT and back-office service
providers such as Link Market Services GmbH Siebensterngasse 32-34, 1070 Vienna), only
receive personal data from the Company that is required for the execution of the
commissioned services and process or determine this data exclusively in accordance with
the instructions of the Company.
In compliance with its legal obligations, the Company 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 & Quality Governance
Am Stadtpark 9, 1030 Vienna, Austria
[11]datenschutz@rbinternational.com
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
529,602 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 328,410,019.
There are no other classes of shares.
H. IN THE EVENT OF A PURELY VIRTUAL ASSEMBLY PURSUANT TO
SEC. 3 PARA. 1 OF THE COVID-19 COMPANY LAW ORDINANCE (GESELLSCHAFTSRECHTLICHE
COVID-19-VERORDNUNG) WITHOUT THE PHYSICAL PRESENCE OF SHAREHOLDERS
If it is not possible or permissible to conduct a General Meeting with the physical
presence of participants on the day of the Annual General Meeting due to the legal
requirements applicable at the time and/or it is no longer possible to conduct the
meeting in an orderly fashion in compliance with all the legal provisions (in
particular, if the facilities intended for holding the General Meeting are not large
enough to accommodate the expected number of shareholders attending in person due to
new statutory rules on minimum social distancing, or the legally permissible number of
participants in corporate meetings of legal entities in enclosed spaces is restricted),
the General Meeting will take place in the form of a virtual assembly without the
physical presence of shareholders 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 sections 1 to 3 of the
Ministry of Justice Regulation on the more detailed provisions for conducting meetings
under company law without the physical presence of participants and on passing
resolutions in alternative ways (COVID-19 Company Law Ordinance
(Gesellschaftsrechtliche COVID-19-Verordnung as amended). The Management Board’s
decision to conduct the General Meeting as a purely virtual assembly will be announced
and made available on the Company’s website no later than 23 March 2022. This
information is provided purely as a precaution and the Management Board expects the
forthcoming Annual General Meeting on 31 March 2022 to be held as a hybrid assembly.
Vienna, March 2022
The Management Board
of
Raiffeisen Bank International AG
—————————————————————————————
03.03.2022
—————————————————————————————
Language: English
Company: Raiffeisen Bank International AG
Am Stadtpark 9
A-1030 Vienna
Austria
Phone: +43-1-71707-2089
Fax: +43-1-71707-2138
E-mail: ir@rbinternational.com
Internet: www.rbinternational.com
ISIN: AT0000606306
WKN: A0D9SU
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange;
Luxembourg Stock Exchange, SIX, Vienna Stock Exchange (Official
Market)
End of News EQS News Service
1293161 03.03.2022
References
Visible links
1. file:///tmp/“#footnote_1″
2. file:///tmp/“http:/www.rbinternational.com/en/investors/events-overview/annual-general-meetings/annual-general-meeting-2022″
3. file:///tmp/“http:/www.rbinternational.com/en/investors/events-overview/annual-general-meetings/annual-general-meeting-2022″
4. file:///tmp/“mailto:anmeldung.rbi@anmeldestelle.at“
5. file:///tmp/“mailto:anmeldung.rbi@anmeldestelle.at“
6. file:///tmp/“mailto:anmeldung.rbi@anmeldestelle.at“
7. file:///tmp/“mailto:anmeldung.rbi@anmeldestelle.at“
8. file:///tmp/“mailto:fragen.rbi@rbinternational.com“
9. file:///tmp/“mailto:anmeldung.rbi@anmeldestelle.at“
10. file:///tmp/“mailto:knap.rbi@anmeldestelle.at“
11. file:///tmp/“mailto:datenschutz@rbinternational.com“
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