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RHÖN-KLINIKUM Aktiengesellschaft: court rejects application by B. Braun to determine a chairman of the extraordinary general meeting
Management rejects supplementary request from B. Braun regarding appointment of special auditor(lifePR) ( Bad Neustadt a.d. Saale, )
In addition to the first supplementary request which the Company received on 14th May 2020 and the Board of Management had already previously rejected as inadmissible (ad hoc announcements dated 14th and 16th May 2020), RHÖN-KLINIKUM Aktiengesellschaft furthermore received another request from B. Braun on 19th May 2020 for an addition to the agenda of the extraordinary general meeting on 3rd June 2020. The subject matter of the new supplementary request is the resolution on the appointment of a special auditor in connection with the takeover offer by Asklepios Kliniken GmbH & Co. KGaA (hereinafter also referred to as "Asklepios"). The Board of Management has also thoroughly reviewed the supplementary request dated 19th May 2020 and rejected it as inadmissible, but it will respond to the issues brought up by B. Braun in the course of the extraordinary general meeting.
Furthermore, B. Braun applied to the Amtsgericht in Schweinfurt on 19th May 2020 for court authorisation to add to the agenda of the extraordinary general meeting on 3rd June 2020 the items included in the supplementary request dated 13th May 2020 which the Board of Management rejected, including the agenda item for a resolution on the appropriation of the net distributable profit for 2019.
Also on 19th May 2020 the Company received an application by B. Braun regarding a resolution by the general meeting on 3rd June 2020 on the appropriation of the net distributable profit for 2019. According to the application by B. Braun an amount of Euro 33,469,235.00 of the net distributable profit in the amount of Euro 203,529,952.42 should be appropriated for the distribution of a dividend of Euro 0.50 per non-par share entitled to a dividend and the remaining amount of Euro 170,060,717.42 be carried forward.
Since the Board of Management has rejected an addition to the agenda of the extraordinary general meeting on 3rd June 2020, the application by B. Braun on the appropriation of the net distributable profit dated 19th May 2020 will only become the subject of a resolution by the extraordinary general meeting if the Amtsgericht in Schweinfurt allows the application for court authorisation and B. Braun therefore publicises the addition to the agenda. The agenda of the extraordinary general meeting on 3rd June 2020 which the Board of Management publicised does not envisage a resolution on the appropriation of the net distributable profit.
In a letter dated 19th May 2020 shareholder Asklepios also applied for counter-applications to postpone the agenda topics requested by B. Braun until the ordinary general meeting which are made in the event of court authorisation for B. Braun to supplement the agenda to be put to the vote.
More information can be found in the published statement under www.rhoen-klinikumag.com/uebernahmeangebot.
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