EQS-AGM: Raiffeisen Bank International AG: Resolution on the authorization to acquire and, if applicable, redeem treasury shares in accordance with section 65 para. 1 no. 8 and para. 1a and para. 1b AktG

EQS-News: Raiffeisen Bank International AG / Announcement of the Results
of the General Meeting
Raiffeisen Bank International AG: Resolution on the authorization to
acquire and, if applicable, redeem treasury shares in accordance with
section 65 para. 1 no. 8 and para. 1a and para. 1b AktG

09.04.2026 / 20:05 CET/CEST
Announcement of the Results of the General Meeting, transmitted by [1]EQS
News – a service of [2]EQS Group.
The issuer is solely responsible for the content of this announcement.

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Publication of the resolution of the Annual General Meeting of Raiffeisen
Bank International AG on April 9, 2026 on item 8 of the agenda
(Resolution on the authorization to acquire and, if applicable, redeem
treasury shares in accordance with section 65 para. 1 no. 8 and para. 1a
and para. 1b of the Austrian Stock Corporation Act (AktG) in conjunction
with the authorization of the Management Board, with the approval of the
Supervisory Board, to sell treasury shares in a manner other than via the
stock exchange or by means of a public offer excluding the shareholders’
subscription right).  

Publication pursuant to sec. 119 para. 9 Stock Exchange Act (BörseG) in
connection with sec. 2 and sec. 3 Disclosure Regulation 2018
(Veröffentlichungsverordnung 2018)

The Annual General Meeting of Raiffeisen Bank International AG, Vienna,
Company Register no. 122119 m, held on April 9, 2026, passed the following
resolutions which are published pursuant to sec. 65 para. 1a Stock
Corporation Act (AktG) in conjunction with sec. 119 para. 9 Stock Exchange
Act (BörseG) and sec. 2 and 3 Disclosure Regulation 2018
(Veröffentlichungsverordnung 2018):

“ 1. The Management Board is authorized under the provisions of sec. 65
para. 1 no. 8 as well as para. 1a and para. 1b of the Stock Corporation
Act (AktG) to acquire own shares, whereby, with the approval of the
Supervisory Board, the acquisition can also be made off-exchange,
excluding the proportional tender right of the shareholders. The
proportion of own shares to be acquired and already acquired must not
exceed 10% of the respective share capital of the Company. The duration of
the authorization to acquire own shares is limited to 30 months from the
date of the resolution in the General Meeting, thus until October 9, 2028.

The lowest consideration to be paid for the repurchase is EUR 3.05 per
share, the highest consideration to be paid for the repurchase must not
exceed 10% above the average, unweighted closing price on the stock
exchange of the 10 trading days preceding the exercise of this
authorization.

This authorization can be exercised in whole or in part, or also in
several partial amounts and in pursuit of one or more purposes – with the
exception of securities trading – by the Company, by a subsidiary (sec.
189a no. 7 of the Austrian Commercial Code (UGB)) or on their behalf by
third parties.

The Management Board is authorized to reduce the share capital of the
Company pursuant to sec. 65 para 1 no. 8 last sentence in connection with
sec. 192 Stock Corporation Act (AktG) with the approval of the Supervisory
Board by redeeming own shares without further resolution of the General
Assembly, whereby the Supervisory Board is entitled to resolve on an
amendment of the Company’s Articles of Association due to a redemption of
own shares.

2. The Management Board is authorized, in accordance with sec. 65 para 1b
of the Stock Corporation Act (AktG), with the approval of the Supervisory
Board, to decide on a method of disposal for the Company’s own shares
other than via the stock exchange or through a public offer, partially or
completely excluding the subscription right of the shareholders, and to
determine the conditions of disposal. The shareholders‘ subscription right
may only be excluded when the Company’s own shares are used as
consideration for a contribution in kind, in the acquisition of companies,
operations, partial operations or shares in one or more companies in
Austria or abroad. Furthermore, in the event that convertible bonds are
issued in the future based on the resolution of the General Meeting of
March 26, 2025, under item 8 of the agenda, the shareholders‘ subscription
right may also be excluded in order to issue (own) shares to such
creditors of convertible bonds who have exercised their conversion or
subscription right to shares in the company granted under the terms of the
convertible bonds, as well as in the case of a mandatory conversion
stipulated in the terms of issue of convertible bonds, to fulfill this
mandatory conversion. This authorization can be exercised in whole or in
part, or also in several partial amounts and in pursuit of one or more
purposes by the Company, by a subsidiary (sec. 189a no. 7 of the Austrian
Commercial Code (UGB)) or on their behalf by third parties and is valid
for a period of five years from the date of this resolution, thus until
April 9, 2031.

3. Both, this resolution and any share buyback program or potential resale
program based on it, as well as their duration, are to be published. This
authorization replaces the authorization approved in the General Meeting
on April 4, 2024, pursuant to sec. 65 para. 1 no. 8 of the Stock
Corporation Act (AktG) and sec. 65 para. 1b AktG for the acquisition and
use of own shares and also applies to the use of the Company’s existing
holdings of its own shares.”

The respective disclosure duties pursuant to sec. 6 and 7 of the
Disclosure Regulation 2018 (Veröffentlichungsverordnung 2018) are complied
with by internet publication via the website of the Company,
www.rbinternational.com.

 

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09.04.2026 CET/CEST
View original content: [3]EQS News

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Language: English
Company: Raiffeisen Bank International AG
Am Stadtpark 9
A-1030 Vienna
Austria
Phone: +43-1-71707-2089
E-mail: ir@rbinternational.com
Internet: https://www.rbinternational.com/en/raiffeisen.html
ISIN: AT0000606306
WKN: A0D9SU
Listed: Regulated Unofficial Market in Dusseldorf, Frankfurt, Hamburg,
Hanover, Munich, Stuttgart, Tradegate BSX; Luxembourg Stock
Exchange, SIX, Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

2298442  09.04.2026 CET/CEST

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