RAIFFEISEN BANK INTERNATIONAL AG
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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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15.10.2021
CONVOCATION
AT0000606306202111100900
of the
EXTRAORDINARY GENERAL MEETING of shareholders
of
Raiffeisen Bank International AG
commercial register of the Commercial Court of Vienna under FN 122119 m
ISIN AT0000606306
which will be held as a virtual assembly on Wednesday, 10 November 2021 at 10:00
a.m. (CET)
at Raiffeisen Bank International AG, Raiffeisensaal,
Am Stadtpark 9, 1030 Vienna, Austria.
I. Conducting a virtual General Meeting without the physical presence of
shareholders
After careful considerations, the Management Board of Raiffeisen Bank
International AG has decided to conduct this year's Extraordinary General
Meeting as a virtual meeting in view of the COVID-19 pandemic to protect
shareholders and other participants. The Extraordinary General Meeting of
Raiffeisen Bank International AG will therefore be conducted 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 the Ministry of Justice Regulation on the more detailed provisions
for the conducting of meetings under company law without the physical presence
of the participants and on passing resolutions in alternative ways (COVID-19
Company Law Ordinance (Gesellschaftsrechtliche COVID-19-Verordnung as amended),
in the form of a virtual assembly by means of a one-way acoustical and optical
connection in real time in accordance with sec. 3 para. 1 COVID-19 Company Law
Ordinance without the physical presence of the shareholders.
It is expressly pointed out that special proxies pursuant to sec. 3 para. 4
COVID-19 Company Law Ordinance will not be proposed at the upcoming General
Meeting on 10 November 2021. This is because shareholders will be able to
participate remotely (sec. 102 para. 3 sub-para. 2 Stock Corporation Act
(Aktiengesetz) and vote remotely (sec. 102 para. 3 sub-para. 3 Stock Corporation
Act and sec. 126 Stock Corporation Act) via the GM portal.
II. Participation of shareholders through the GM portal and by granting
authorization to special proxies
The Company is providing the GM portal for the participation of shareholders in
this year's Extraordinary General Meeting. Shareholders can therefore
participate in the virtual Extraordinary General Meeting by electronic
connection using individual access data through the GM portal set up by the
Company. In addition, shareholders are offered the opportunity to exercise their
shareholder rights through one of the special proxies proposed by the Company in
accordance with sec. 3 para. 4 COVID-19 Company Law Ordinance.
Detailed information on the organizational and technical requirements for
participation in the virtual Extraordinary General Meeting ("Participation
Information") will be available from 20 October 2021 on the Company's website[1]
at http://www.rbinternational.com/en/investors/events-overview/annual-general-
meetings/extraordinary-general-meeting-2021 [www.rbinternational.com/en/
investors/events-overview/annual-general-meetings/extraordinary-general-meeting-
2021] in accordance with sec. 3 para. 3 in conjunction with sec. 2 para. 4
COVID-19 Company Law Ordinance.
III. Partial transmission of the Extraordinary General Meeting on the Internet
The Extraordinary 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. 3
para. 2 COVID-19 Company Law Ordinance in conjunction 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 2020.
B. DOCUMENTS RELATED TO THE GENERAL MEETING
The following documents will be available on the Company's website by 20 October
2021 at the latest:
* modified Proposal for the Appropriation of Profits for the 2020 Financial Year
* Proposed resolutions for item 1 the agenda;
* complete text of this convocation notice;
* forms for granting and revoking a proxy pursuant to sec. 114 of the Stock
Corporation Act as well as for special proxies;
* Information on the organizational and technical requirements for participation
in the virtual General Meeting in accordance with sec. 3 para. 3 in
conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinace ("Participation
Information");
* Inquiry form.
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 Extraordinary General Meeting and to exercise
voting rights and other shareholder rights, which are to be exercised during the
course of the Extraordinary General Meeting depends on the ownership of shares
at the end of the tenth day prior to the Extraordinary General Meeting (record
date). This record date is
31 October 2021, 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 Extraordinary 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 5 November 2021, 12:00 p.m. (CET)
solely through or at one of the following communication channels and addresses:
____________________________________________________________________________
|(i) 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,|
|_______________________________________|Austria_____________________________|
|by e-mail an electronic document in PDF|anmeldung.rbi@anmeldestelle.at |
|format with a qualified electronic |[anmeldung.rbi@anmeldestelle.at] |
|signature:_____________________________|____________________________________|
| |RZBAATWWXXX |
|by SWIFT: |Message Type MT598 or MT599; add "HV|
| |RBI" in field 20 and "ISIN |
|_______________________________________|AT0000606306"_in_field_77E_or_79____|
_____________________________________________________________________________
|(ii) 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_____________________________________________|
|by e-mail:|anmeldung.rbi@anmeldestelle.at |
|__________|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 31 October 2021, 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 22 October 2021 or, if (MORE TO FOLLOW) Dow Jones Newswires
October 15, 2021 07:02 ET (11:02 GMT)
