RHÃN-KLINIKUM AG / Key word(s): AGM/EGM/Miscellaneous 29.04.2014 17:17 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc-Notification pursuant to Section 15 (1) of the German Securities Trading Act Wertpapierhandelsgesetz - WpHG) Agenda of the Annual General Meeting on 12 June 2014 The supervisory board of RHÃN-KLINIKUM Aktiengesellschaft today resolved on the agenda of the Annual General Meeting on 12 June 2014. The invitation will include, inter alia, the following proposed resolutions of the management board and the supervisory board: 1. The company's approved annual financial statements as per 31 December 2013 show a net distributable profit of EUR 1,704,524,834.19. A portion of the net distributable profit in the amount of EUR 34,552,000.00 shall be used for the distribution of a dividend in the amount of EUR 0.25 per no-par value share with dividend entitlement. The remaining amount of EUR 1,669,972,834.19 shall be used for a buyback of own shares and the subsequent reduction of the share capital by means of redemption in simplified procedure (Einziehung im vereinfachten Verfahren) (see a) below) or - alternatively - under certain conditions for the distribution of a further dividend (see b) below): a) It shall be proposed to the Annual General Meeting to reduce the share capital of the company from EUR 345,580,000.00 by an aggregate amount of up to EUR 177,354,802.50 to up to EUR 168,225,197.50 by means of a redemption in simplified procedure of shares to be acquired (Section 237 (3) no. 2 of the German Stock Corporation Act (Aktiengesetz - AktG)). For this purpose the management board shall be authorized pursuant to Section 71 (1) no. 6 AktG to acquire, with the approval of the supervisory board, shares in the company representing a prorated amount of the share capital of up to EUR 177,354,802.50. The share buyback shall, subject to the principle of equal treatment, be implemented outside the stock exchange by means of a public tender offer directed at all shareholders ("Public Tender Offer 2014"). The Public Tender Offer 2014 will be conducted only after the resolution on the share capital reduction has been entered into the commercial register. The entry into the commercial register may be delayed or entirely fail in case of lawsuits against the resolution on the share capital reduction. The shares to be redeemed shall be acquired and redeemed by the company during the period ending upon expiry of 12 December 2014 ("Completion Period"). In case of a lawsuit against the resolution on the share capital reduction the Completion Period automatically extends until expiry of 12 January 2015. The Public Tender Offer 2014 shall provide a period for the acceptance of the Public Tender Offer 2014 ("Acceptance Period"). The Acceptance Period must end no later than upon expiry of 30 November 2014 and, in case of an extension of the Completion Period, no later than upon expiry of 31 December 2014 (respectively "Latest Acceptance Date"). The tender price per share (without incidental acquisition costs) offered by the company may not fall short of and not exceed by more than 7% the weighted average stock exchange price at the Frankfurt Stock Exchange, determined on the basis of the arithmetic mean of the closing prices of the RHÃN-KLINIKUM share in XETRA trading (or a comparable successor trading system), on the last three trading days before the day of the first public announcement of the Public Tender Offer 2014, hence before this 29 April 2014 (such three-day average stock exchange price the "Reference Stock Quote"). The Reference Stock Quote determined according to the foregoing rules is EUR 23.54. The tender price will be determined by the resolution on the offer document (Angebotsunterlage) for the Public Tender Offer 2014. In case the stock exchange price should substantially deviate from the Reference Stock Quote after the first public announcement of the Public Tender Offer 2014, the Reference Stock Quote may be adjusted. An adjustment of the Reference Stock Quote during the running Acceptance Period is excluded. It is intended to establish a put right trading on the stock exchange (börsenmäÃiger Andienungsrechtehandel) during the Acceptance Period determined for the Public Tender Offer 2014. The shareholders do not have a right to the establishment of a put right trading on the stock exchange. The company holds the view that the resolution on the reduction of the share capital by means of redemption of shares after acquisition may be adopted by a simple majority of the represented share capital. The requirement of a qualified majority of more than 90% of the represented share capital pursuant to Section 17 (4) of the Articles of Association does in the company's opinion not apply to this resolution. However, the company seeks to obtain the broadest possible approval, also to protect the resolution in the best possible way. b) As a fallback position, the management board and the supervisory board will propose to the Annual General Meeting to use an amount of EUR 1,669,552,640.00 for the distribution of a further dividend of EUR 12.08 per no-par value share with dividend entitlement ("Further Dividend"). A Further Dividend shall, however, only be distributed instead of the Public Tender Offer 2014 if one of the two following conditions precedent is satisfied: (i) The Annual General Meeting has not adopted the resolution on the share capital reduction (see a) above). or (ii) The Annual General Meeting has adopted the resolution on the share capital reduction and no own shares were tendered to the company based on the Public Tender Offer 2014 until expiry of the applicable Latest Acceptance Date (see a) above). This may in particular be the case if the Public Tender Offer 2014 cannot occur within the Completion Period because the resolution on the share capital reduction has not been entered into the commercial register. In case of a distribution of a Further Dividend, an amount of EUR 420,194.19 will be carried forward to new account. 2. In addition, the management board shall be authorized to acquire during the period starting on 12 January 2015 and ending on 31 December 2015, with the supervisory board's approval and for the purpose of redemption, own shares representing up to 10% of the share capital in the amount of EUR 345,580,000.00 existing at the time of the resolution or - in case this amount is lower - the share capital existing at the time the authorization is exercised. The limitation of the authorization to 10% of the relevant share capital is owed to legal requirements. It does not imply a limitation of a possible further distribution of funds to the shareholders in the year 2015. 3. The supervisory board member Mr Detlef Klimpe has resigned from the supervisory board effective as of the ending of the Annual General Meeting 2014. The supervisory board will propose to the Annual General Meeting to elect Professor Dr. h.c. Ludwig Georg Braun as his successor for a term of office ending upon the completion of the annual general meeting 2015. In addition, it shall be proposed to the Annual General Meeting to elect the currently court appointed members of the supervisory board, Mr Stephan Holzinger, Mrs Dr. Katrin Vernau and Mr Reinhard Hartl, for a term of office ending upon the completion of the annual general meeting 2015. 4. Furthermore, the Annual General Meeting 2014 shall have the opportunity to abrogate with simple majority vote the resolution of the annual general meeting 2013 regarding the amendment of the Articles of Association through deletion of the so called "90 % provision". The management board and the supervisory board are still convinced that the annual general meeting's resolution regarding the amendment of the Articles of Association was duly effected. Against the background of the progressed development of the company since the last annual general meeting and in order to avoid a long lasting and costly continuation of the lawsuits against the annual general meeting's resolution, the management board and the supervisory board consider it reasonable and appropriate to again give the shareholder a say. It will therefore be left to the Annual General Meeting 2014 to abrogate the resolution on the amendment of the Articles of Association adopted by the annual general meeting 2013. To enable this, a respective resolution is proposed to abrogate the resolution adopted by the annual general meeting 2013. The details on the proposed resolutions and the voluntary report of the management board regarding the proposed resolutions described in Sections 1 and 2 above are provided in the invitation to the Annual General Meeting 2014. The invitation will presumably be published on 5 May 2014. Contact: Dr. Kai G. Klinger Head of Investor Relations RHÃN-KLINIKUM AG Schlossplatz 1 97616 Bad Neustadt a. d. Saale Telefon: +49 (0) 9771 65-1318 Telefax: +49 (0) 9771 99-1736 E-Mail: ir@rhoen-klinikum-ag.com Achim Struchholz Corporate Communications RHÃN-KLINIKUM AG Schlossplatz 197616 Bad Neustadt a. d. Saale Telefon: +49 (0) 9771 65-1327 Telefax: +49 (0) 9771 65-1820 E-Mail: kommunikation@rhoen-klinikum-ag.com 29.04.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: RHÃN-KLINIKUM AG Schlossplatz 1 97616 Bad Neustadt a.d.Saale Germany Phone: +49 (0)9771 - 65-0 Fax: +49 (0)9771 - 97 467 E-mail: rka@rhoen-klinikum-ag.com Internet: www.rhoen-klinikum-ag.com ISIN: DE0007042301 WKN: 704230 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: RHÃN-KLINIKUM AG: Agenda of the Annual General Meeting on 12 June 2014
| Source: EQS Group AG