Rosenbauer International AG Leonding, FN 78543 f Proposed resolutions of the Executive Board and the Supervisory Board for the 34th Annual General Meeting May 20, 2026
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Presentation of the annual financial statements including the management report, corporate governance report, consolidated financial statements including the Group Management Report, non-financial report, and the report from the Supervisory Board for the 2025 financial year
As the presentation of the aforementioned documents serves only to provide information to the Annual General Meeting, there will be no resolution on this agenda item.
The annual financial statements for 2025 have already been approved by the Supervisory Board and thus adopted.
As a result of the net loss reported in the annual financial statements for 2025, there is no need for a resolution on the appropriation of the net profit and therefore no separate agenda item is required on the appropriation of profit.
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Resolution on the actions of the members of the Executive Board for the 2025 financial year
The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board holding office in the 2025 financial year be approved for this period.
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Resolution on the actions of the members of the Supervisory Board for the 2025 financial year
The Executive Board and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in the 2025 financial year be approved for this period.
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Selection of the statutory auditor, Group auditor, and the non-financial statement auditor for the 2026 financial year
On the recommendation of its Audit Committee, the Supervisory Board proposes to appoint BDO Assurance GmbH Wirtschaftsprüfungs-und Steuerberatungsgesellschaft, Vienna, as statutory auditor, Group auditor, and non-financial statement auditor for the 2026 financial year.
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Elections to the Supervisory Board
The term of office of Dr. Christian Reisinger will end after the Annual General Meeting to be held on May 20, 2026.
In accordance with Section 9 (2) of the Articles of Association, the Supervisory Board shall consist of at least four and at most six members elected by the Annual General Meeting.
The Supervisory Board has previously consisted of five members elected by the Annual General Meeting (plus the members appointed under the Austrian Labor Constitution Act).
The Supervisory Board proposes to increase the number of members from five to six within the limits set by the Articles of Association and the proposal will have to be voted on before persons are elected at the Annual General Meeting.
At the next Annual General Meeting, two people would now be elected to reach the increased number of six members. The company is therefore subject to the scope of Section 86 (7) of the Austrian Stock Corporation Act (AktG) and shall take into account the minimum proportion of shares pursuant to Section 86 (7) AktG.
When the Supervisory Board proposed the election, it was therefore to be noted that the two persons to be elected must be women.
The Supervisory Board proposes appointing Martina Scheibelauer, born in 1976, and Cornelia Zeinler, born in 1984, to the Supervisory Board with effect from the end of this Annual General Meeting and - in accordance with Section 9 (3) of the Articles of Association and Section 87 (7) AktG - until the end of the Annual General Meeting that resolves to discharge him for the 2030 financial year.
Each vacancy (two vacancies) will be voted on separately in the next Annual General Meeting.
We reserve the right to rank in order the persons proposed for the individual positions.
Martina Scheibelauer and Cornelia Zeinler have submitted a statement in accordance with Section 87 (2) AktG, which is also available on the company's website.
The Annual General Meeting is bound by nominations for election in the following manner. Nominations for the election of Supervisory Board members and the declarations in accordance with Section 87 (2) AktG for each nominated person must be made available on the company's website by no later than May 12, 2026, failing which the person in question may not be included in the vote. This also applies to nominations by shareholders in accordance with Section 110 AktG, which the company must receive in text form by no later than May 8, 2026; with regard to the details and requirements for taking such nominations into account, reference is made to item V (2) of the invitation.
- Resolution on the remuneration report
At a meeting on April 9, 2026, the Executive Board and the Supervisory Board of Rosenbauer International AG decided to adopt a remuneration report in accordance with Section 78c in conjunction with Section 98a AktG and submitted a proposal for resolution in accordance with Section 108 (1) AktG.
The Executive Board and the Supervisory Board propose that the remuneration report for the 2025 financial year, as made available on the website entered in the commercial register, be adopted.
Leonding, April 2026
The Executive Board:
DI Robert Ottel Chairman
DI Andreas Zeller Deputy Chairman | DI Thomas Biringer | Dr. Jörg Schuschnig |
For the Supervisory Board:
Dr. Christian Reisinger Chairman