DJ EQS-AGM: Raiffeisen Bank International AG: Annual General Meeting

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EQS-News: Raiffeisen Bank International AG / Announcement of the Convening of the General Meeting
Raiffeisen Bank International AG: Annual General Meeting
2024-03-01 / 08:10 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.


CONVOCATION

AT0000606306202404040800

of the shareholders for the

ANNUALGENERAL 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, 4 April 2024 at 10:00 a.m. (CEST)
at Wiener Stadthalle, Hall F, Roland-Rainer-Platz 1, 1150 Vienna, Austria.

I. Conducting the Annual General Meeting as a hybrid assembly
The Management Board of Raiffeisen Bank International AG, with the approval of the Supervisory Board, has decided to
hold the Annual General Meeting on 4 April 2024, based on the provisions of the Virtual Shareholders' Meetings Act
(BGBl. I 79/2023 "VirtGesG") and sec. 14 para. 8 and 16 of the articles of association as a "hybrid" assembly.
Shareholders and other participants are free to choose between physical and virtual attendance at the Annual General
Meeting. The provisions for moderated virtual meetings according to sec. 3 VirtGesG apply to virtual participation.
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 after 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. The shareholder or his/her appointed proxy can therefore only participate either physically or virtually with
regard to the same shares.
If a shareholder holds multiple shares or share packages or is (simultaneously) a proxy for multiple shares or share
packages, he or she can exercise his or her shareholder rights for some of the shares by means of physical presence and
for another part virtually via the GM portal. If such partial physical and partial virtual participation with different
shares or share packages is desired, several voting cards can be issued at the location of the Annual General Meeting
at a corresponding registration desk (for physical participation). The issue of several access data for the GM portal
can be requested in the course of registration at anmeldestelle@computershare.de (for virtual participation).
II. Physical participation of shareholders at the venue of the Annual 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 09:00 a.m. (CEST) 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 and vote in the General Meeting by electronic connection using individual access
data through the GM portal set up by the Company. The GM portal will be accessible on the company's website starting
from the record date (25 March 2024, 12.00 a.m. (CET)).
The Annual General Meeting will be broadcast visually and acoustically in full and in real time via the GM portal for
shareholders participating virtually.
The GM portal enables registered shareholders to authorize a representative
. Authorization of a representative, in particular one of the two special proxies, to submit motions for
resolutions, to vote and, if necessary, to raise an objection;
. Submission of questions and motions for resolutions;
. Opportunity to speak via video communication;
. Exercise of voting rights for all votes by means of electronic communication;
. Raising an objection.
Detailed information on the organizational and technical requirements for virtual participation in the General Meeting
is available on the Company's website[1] at https://www.rbinternational.com/en/investors/events-presentations/
annual-general-meetings/2024.html ("Information on virtual participation") no later than 1 March 2024.
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 public transmission of the Annual 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 audited annual financial statements including the management report, the consolidated
financial statements including the Group management report as of 31 December 2023, and the proposal for
appropriation of profits, the separate non-financial report, the report of the Supervisory Board for the financial
year 2023, 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 2023.
3. Resolution on the report on the remuneration of members of the Management Board and the Supervisory Board
in the 2023 financial year (Remuneration Report 2023).
4. Resolution on the basic principles of remuneration (Remuneration Policy).
5. Resolution on the release of the members of the Management Board from liability for the 2023 financial
year.
6. Resolution on the release of the members of the Supervisory Board from liability for the 2023 financial
year.
7. Election to the Supervisory Board.
8. Resolution on the determination of remuneration for members of the Supervisory Board
9. Appointment of an auditor for the sustainability reporting for the 2024 financial year.
10. Appointment of the auditor (bank auditor) for the annual financial statements and consolidated financial
statements and for sustainability reporting for the 2025 financial year.
11. Resolution on the revocation of the authorization granted to the Management Board pursuant to sec. 169 of
the Stock Corporation Act (authorized capital), and the creation of new authorized capital in return for
contributions in cash and/or in kind with the possibility to exclude subscription rights, and on the corresponding
amendment to Article 4 paragraph 5 of the Articles of Association.
12. 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 exclude shareholders'
tender rights and the authorization, 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 shareholders' subscription rights.

13. Resolution on the approval of the acquisition of treasury shares pursuant to Section 65 para. 1 no. 7
AktG for the purpose of securities trading.

B. DOCUMENTS RELATED TO THE ANNUAL GENERAL MEETING
The following documents are available on the Company's website.
From 1 March 2023 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 4 April 2024 ("Information on virtual participation").
From 14 March 2024 at the latest:
. annual financial statements for 2023, including the management report;
. consolidated financial statements for 2023, including the consolidated management report;
. Corporate Governance Report 2023;
. proposal for the utilization of profit for the 2023 financial year;
. separate non-financial report for the 2023 financial year;
. report of the Supervisory Board for the 2023 financial year;
. Remuneration Report 2023;
. Basic principles of remuneration (Remuneration Policy);
. proposed resolutions for items 2-13 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;
. forms for granting and revoking a proxy pursuant to sec. 114 of the Stock Corporation Act;
. inquiry form.

C. RECORD DATE AND PARTICIPATION IN THE ANNUAL 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
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prior to the General Meeting (record date). This record date is 25 March 2024, 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 29 March 2024, 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 anmeldestelle@computershare.de
qualified 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
anmeldestelle@computershare.de
by e-mail: with the deposit certificate attached to the e-mail (e.g.
PDF)
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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, registerand 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 of25 March 2024, 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 14 March 2024, 12.00 a.m. (CET) or, if sent by e-mail with a qualified electronic signature to the e-mail address 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 25 March 2024, 12.00 a.m. (CET) either by fax to +49 89 30903 74675, by e-mail to 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 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 25 March 2024 and made available on the Company's website no later than 27 March 2024, otherwise the person concerned may not be included in the vote.

With regard to item 7 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 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.

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