EQS-AGM: Raiffeisen Bank International AG: Extraordinary General Meeting
EQS-News: Raiffeisen Bank International AG / Announcement of the Convening of the General
Meeting
Raiffeisen Bank International AG: Extraordinary General Meeting
27.10.2023 / 08:45 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News – a service
of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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CONVOCATION
AT0000606306202311210800
of the shareholders for the
EXTRAORDINARY 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 Tuesday, 21 November 2023 at 10:00 a.m. (CET)
at Wiener Stadthalle, Hall F, Roland-Rainer-Platz 1, 1150 Vienna, Austria.
I. Conducting the Extraordinary 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 the
Extraordinary 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).
It is expressly pointed out that the upcoming Extraordinary General Meeting is not a
“hybrid” General Meeting in the sense of shareholders’ meeting law („VirtGesG“). The
upcoming Extraordinary General Meeting on 21 November 2023 takes place on the same legal
basis and in the same manner as the Annual General Meeting on 30 March 2023.
Shareholders can choose whether to participate in the General Meeting either in person or
virtually.
Virtual participation will be possible via an electronic connection using individual
access data through the GM 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. 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 Extraordinary General
Meeting
To ensure a smooth admission process, shareholders and other participants are asked to
arrive in good time before the General Meeting begins. 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. (CET) for the
collection of voting cards.
If you are coming to the General Meeting at the Wiener Stadthalle as a proxy, please
bring official photo ID (driving license, passport, identity card) and the proxy form. 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.
III. Virtual participation of shareholders through the GM portal
The Company is providing the GM 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 GM 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[1][1] at
[2] https://www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
extraordinary-general-meeting-2023.html (“Information on virtual participation”) no
later than 31 October 2023.
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 EXTRAORDINARY 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. (CET) 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. Resolution on the utilization of net profit, as shown in the annual financial
statements as of 31 December 2022.
2. Election to the Supervisory Board.
3. Resolution on the amendment to Articles 3 and 14 of the Articles of Association.
B. DOCUMENTS RELATED TO THE EXTRAORDINARY GENERAL MEETING
The following documents are available on the Company’s website.
• full text of this convocation;
• proposed resolutions for items 1-3 on the agenda;
• statements of the nominees for election to the Supervisory Board with respect to item
2 on the agenda, pursuant to sec. 87 para 2 of the Stock Corporation Act, including
curriculum vitae;
• forms for granting and revoking a proxy pursuant to sec. 114 of the Stock Corporation
Act;
• inquiry form;
• details of the organizational and technical requirements for virtual participation in
the Extraordinary General Meeting of Raiffeisen Bank International AG on 21 November
2023 (“Information on virtual participation”).
C. RECORD DATE AND PARTICIPATION IN THE EXTRAORDINARY 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 11 November 2023, 12:00 a.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 16 November 2023, 12:00 a.m. (CET) 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 Elisabeth Klinger – Group Investor Relations
Am Stadtpark 9, 1030 Wien, Österreich
by e-mail an electronic document in
PDF format with a qualified [3]anmeldestelle@computershare.de
electronic signature:
by SWIFT: RZBAATWWXXX, Message Type MT598 or MT599; add “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: +49 89 30903 74675
[4]anmeldestelle@computershare.de
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
11 November 2023, 12:00 a.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
2 November 2023 or, if sent by e-mail with a qualified electronic signature to the e-mail
address [5]antrag.rbi@computershare.de 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 “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 10 November 2023 either by fax to +49 89 30903 74675, by e-mail to
[6]antrag.rbi@computershare.de, 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 2 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 10 November 2023
and made available on the Company’s website no later than 14 November 2023, otherwise the
person concerned may not be included in the vote.
With regard to item 2 on the Agenda, “Election 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 consisted after the election to
the Supervisory Board by the Annual General Meeting on 30 March 2023, 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 delegated Members.
Currently consists of eleven 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 eleven shareholder
representatives, eight 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
twelve 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.
GM Portal
For virtual participation in the Extraordinary General Meeting of the Company on 21
November 2023, the Company’s GM portal will be available to shareholders for the exercise
of voting rights and other shareholder rights. The GM portal will be accessible on the
Company’s website as of the record date (11 November 2023, 12:00 a.m. (CET)).
The GM 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 GM portal can be found in the
information on virtual participation, which will be available on the Company’s website no
later than 31 October 2023.
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 GM 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 GM
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 [7]fragen.rbi@computershare.de. 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 GM portal. The point in time until which it is possible to submit a motion via
the GM 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 GM 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 GM portal, it must be received by
the Company at one of the addresses listed below no later than 17 November 2023,
04:00 p.m. (CET):
by fax: +43 89 30903 74675
by e-mail: [8]anmeldestelle@computershare.de,
with the proxy authorization attached to the e-mail (e.g. PDF)
RZBAATWWXXX,
by SWIFT: Message Type MT598 or MT599; enter “ISIN AT0000606306” in field 77E or
79, or
by mail or courier Raiffeisen Bank International AG
service: c/o Elisabeth Klinger – Group Investor Relations, Am Stadtpark 9, 1030
Vienna, Austria
As a special service, two representatives will be available to shareholders as
independent proxies for the exercise of voting rights and other shareholder rights at the
Extraordinary General Meeting.
1. Mr. Michael Knap (Austrian Shareholder Association (Interessenverband für Anleger),
IVA
E-Mail: [9]knap.rbi@computershare.de
Mobile phone number: +43 (0)664 2138740
2. Mr. Gernot Wilfling (Müller Partner Rechtsanwälte)
E-Mail: [10]wilfling.rbi@computershare.de
Mobile phone number: +43 (0)660 2497747
If interested, it is possible to contact the representatives directly before the General
Meeting. If an independent proxy is granted authorization, the authorization, as
described above, must also be sent to the Company or submitted through the GM portal.
In each instance, instructions must be given to the authorized proxy 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 GM 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.
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 GM 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 Computershare Deutschland GmbH & Co. KG, Elsenheimerstraße 61, 80687
Munich, Germany), 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
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 414,770 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 328,524,851. There
are no other classes of shares.
Vienna, October 2023
The Management Board
of
Raiffeisen Bank International AG
[12]^[1] Any references hereafter to the Company’s website relate to the following link:
[13]https://www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
extraordinary-general-meeting-2023.html
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27.10.2023 CET/CEST
═════════════════════════════════════════════════════════════════════════════════════════
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
1758837 27.10.2023 CET/CEST
References
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3. anmeldestelle@computershare.de
4. anmeldestelle@computershare.de
5. antrag.rbi@computershare.de
6. antrag.rbi@computershare.de
7. fragen.rbi@computershare.de
8. anmeldestelle@computershare.de
9. knap.rbi@computershare.de
10. wilfling.rbi@computershare.de
11. datenschutz@rbinternational.com
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