EANS-General Meeting: Rosenbauer International AG / Resolutions of the General Meeting

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Announcement of the resolution of the 24th Annual General Meeting on
the authorization of the Executive Board (Top 7) a) to acquire
treasury shares in accordance with Section 65 (1) item 4 and item 8
and (1a) and (1b) AktG either on or off the stock exchange up to 10%
of the share capital while also disapplying the pro rata right of
sale, as permitted in such an acquisition (reverse disapplication of
shareholders' pre-emptive subscription rights), b) to resolve, in
accordance with Section 65 (1b) AktG, to sell or use treasury shares
by a method of sale other than via the stock exchange or by way of a
public offer by analogy with the regulations on the disapplication of
shareholders' pre-emptive subscription rights, c) to reduce the share
capital by withdrawing these treasury shares without a further
resolution of the Annual General Meeting, thus suspending the most
recent authorization of the Executive Board as per the Annual General
Meeting resolution of May 23, 2014 with respect to item 8 of the
agenda.

At the 24th Annual General Meeting of Rosenbauer International AG as
of May 20, 2016 it was resolved: In accordance with Section 65 (1)
items 4 and 8 as well as (1a) and (1b) AktG, the Executive Board is
authorized to acquire no-par value bearer shares in the company up to
10% of the share capital of the company for a period of 30 months
from May 20, 2016; these shares can be bought either on or off the
stock exchange, though the lowest consideration paid cannot be more
than 20% less and the highest consideration paid cannot be more than
10% more than the average closing market price on the last 3 exchange
days before the acquisition of the shares. Trading in treasury shares
is precluded as the purpose of the acquisition. The authorization may
be exercised in full or in part or in several installments and in the
pursuit of one or more purposes by the company, by a subsidiary
(Section 228 (3) of the Austrian Commercial Code (UGB)), or by third
parties acting for the account of the company. The Executive Board of
Rosenbauer International AG may resolve to acquire the shares on the
stock exchange, but the Supervisory Board must subsequently be
notified of this resolution. An acquisition off the stock exchange
requires the prior approval of the Supervisory Board. An acquisition
off the stock exchange may also be carried out while disapplying the
pro rata right of sale (reverse disapplication of shareholders'
pre-emptive subscription rights). For a period of five years from May
20, 2016, the Executive Board is authorized in accordance with
Section 65 (1b) AktG, with the approval of the Supervisory Board, to
resolve to sell or use treasury shares by a method of sale other than
via the stock exchange or by way of a public offer by analogy with
the regulations on the disapplication of shareholders' pre-emptive
subscription rights, and to determine the conditions of sale. The
authorization may be exercised in full or in part or in several
installments and in the pursuit of one or more purposes by the
company, by a subsidiary (Section 228 (3) UGB), or by third parties
acting for the account of the company, in particular (i) for the
purpose of implementing an employee participation program, including
for members of the Executive Board and executive employees, or a
share option scheme for employees, including members of the Executive
Board and executive employees of either the company or of companies
affiliated with it, or (ii) as consideration for the acquisition of
companies, businesses, business divisions or shares in one or more
domestic or foreign companies. The Executive Board is also
authorized, with the approval of the Supervisory Board, to reduce the
share capital if necessary by withdrawing these treasury shares
without a further resolution of the Annual General Meeting in
accordance with Section 65 (1) item 8 last sentence in conjunction
with Section 122 AktG. The Supervisory Board is authorized to resolve
amendments to the Articles of Association arising from the withdrawal
of shares. All of this suspends the most recent authorization of the
Executive Board as per the Annual General Meeting resolution of May
23, 2014 with respect to item 8 of the agenda. Leonding, May 2016 The
Executive Board

Further inquiry note:
Rosenbauer International AG
Mag. Gerda Königstorfer
Tel.: 0732/6794-568
gerda.koenigstorfer@rosenbauer.com

end of announcement euro adhoc
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issuer: Rosenbauer International AG
Paschingerstrasse 90
A-4060 Leonding
phone: +43(0)732 6794 568
FAX: +43(0)732 6794 89
mail: ir@rosenbauer.com
WWW: www.rosenbauer.com
sector: Machine Manufacturing
ISIN: AT0000922554
indexes: WBI, ATX Prime
stockmarkets: free trade: Berlin, Stuttgart, official market: Wien
language: English