30 Annual General Meeting

May 13, 2022

Convening the Ordinary Annual General Meeting

Rosenbauer International AG

Leonding, FN 78543 f

ISIN AT0000922554

(“the company”)

 

Invitation to the 30th Annual General Meeting of Rosenbauer International AG

for Friday, May 13, 2022 at 10:00 a.m., Vienna time

 

The Annual General Meeting within the meaning of Section 106 (1) of the Aktiengesetz (AktG - Austrian Stock Corporation Act)

is 4060 Leonding, Paschinger Strasse 90

 

I.        Virtual Annual General Meeting

 

1.       COVID-19 Company Law Act and COVID-19 Company Law Regulation

 

To protect the shareholders and other participants, the Executive Board has resolved to exercise the legal regulation allowing the Annual General Meeting to be held in virtual form.

 

Rosenbauer International AG’s Annual General Meeting on May 13, 2022 will be held as a “virtual Annual General Meeting” on the basis of Section 1 (2) of the COVID-19 Company Law Act, the Austrian Federal Gazette (BGBl) I no. 16/2020 as amended in BGBl. I no. 246/2021 and the COVID-19 Company Law Regulation (BGBl. II 140/2020 as amended in BGBl. II no. 609/2021), taking into account the interests of both the company and the participants.

 

This means that, in accordance with the Executive Board’s resolution, the shareholders and their representatives (with the exception of special voting proxies as per Section 3 (4) of the COVID-19 Company Law Act) will not be able to attend the Annual General Meeting of Rosenbauer International AG in person on May 13, 2022.

 

The Chairman of the Supervisory Board, his deputy, the Chairman of the Executive Board and other members of the Executive Board, the officiating notary and the four special voting proxies proposed by the company will attend the virtual Annual General Meeting in person at 4060 Leonding, Paschinger Strasse 90.

 

Holding the Annual General Meeting as a virtual Annual General Meeting in accordance with the COVID-19 Company Law Regulation results in changes to the course of the Annual General Meeting and to how shareholders exercise their rights.

 

Voting rights, the right to propose resolutions and the right to raise objections are exercised exclusively by one of the special voting proxies proposed by the company as per Section 3 (4) of the COVID-19 Company Law Regulation.

 

Shareholders can exercise their right to information at the virtual Annual General Meeting themselves by way of electronic communication by sending questions in text form, exclusively by e-mail to the company’s e-mail address fragen.rosenbauer@hauptversammlung.at, provided the shareholders have sent a deposit certificate within the meaning of Section 10a AktG in accordance with item IV. in good time and have granted a special voting proxy in accordance with item V.

 

2.       Streaming the Annual General Meeting on the Internet

In accordance with Section 3 (1), (2) and (4) of the COVID-19 Company Law Regulation in connection with Section 102 (4) AktG, the Annual General Meeting will be streamed online in real time in full video and audio format.

 

This is permitted under data protection law with regard to the legal basis of Section 3 (1), (2) and (4) of the COVID-19 Company Law Regulation.

 

All company shareholders can virtually attend the Annual General Meeting on May 13, 2022 from about 10:00 a.m. Vienna time using a suitable device (e.g. computer, laptop, tablet or smartphone and an Internet connection with sufficient bandwidth to stream videos) at www.rosenbauer.com. No registration or login is required to stream the Annual General Meeting.

 

Streaming the company’s virtual Annual General Meeting allows all shareholders to follow the Annual General Meeting in real time via an audio-video link and, in particular, to watch the presentation by the Executive Board, the fielding of shareholders’ questions and the voting process.

 

Please note that this live stream of the virtual Annual General Meeting does not allow for remote participation (Section 102 (3) 2 AktG) or remote voting (Section 102 (3) 3 AktG and Section 126 AktG) and the online stream is not a two-way connection. Individual shareholders can therefore only watch the Annual General Meeting. This means that shareholders cannot make statements.

 

Please also note that the company is responsible for the use of technical communication only where this falls under its remit (Section 2 (6) of the COVID-19 Company Law Regulation).

 

We also refer to the information on the organizational and technical requirements for attendance in accordance with Section 3 (3) in connection with Section 2 (4) of the COVID-19 Company Law Regulation (“Information for participants”).

 

II.       AGENDA

  1. Presentation of the annual financial statements including the management report, the proposal for the appropriation of profits, the corporate governance report, the consolidated financial statements including the Group management report and the Supervisory Board report for the 2021 financial year
  2. Resolution on the appropriation of profits
  3. Resolution on approval of the actions of the members of the Executive Board for the 2021 financial year
  4. Resolution on approval of the actions of the members of the Supervisory Board for the 2021 financial year
  5. Selection of the auditor and Group auditor for the 2022 financial year
  6. Resolution on the remuneration report
  7. Election of a member to the Supervisory Board