RHÖN-KLINIKUM Aktiengesellschaft: Management board decides to convene an extraordinary virtual general meeting on 3 June 2020 and postpone the ordinary general meeting; court application by B. Braun for authorization to convene the general meeting

RHÖN-KLINIKUM Aktiengesellschaft / Key word(s): AGM/EGM/Offer
RHÖN-KLINIKUM Aktiengesellschaft: Management board decides to convene an extraordinary virtual general meeting on 3 June 2020 and postpone the ordinary general meeting; court application by B. Braun for authorization to convene the general meeting

28-Apr-2020 / 22:04 CET/CEST
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RHÖN-KLINIKUM Aktiengesellschaft: Management board decides to convene an extraordinary virtual general meeting on 3 June 2020 and postpone the ordinary general meeting; court application by B. Braun for authorization to convene the general meeting

Bad Neustadt a. d. Saale, 28 April 2020. In an ad hoc notice dated 18 April 2020, RHÖN-KLINIKUM Aktiengesellschaft informed about the convocation request of the shareholder B. Braun Melsungen AG (B. Braun) and in a further ad hoc notice dated 20 April 2020 about the convocation request of the shareholder Asklepios Kliniken GmbH Co. KGaA (Asklepios), in each case regarding the convocation of an extraordinary general meeting.

On 27 April 2020, the management board decided to grant the convocation request of Asklepios in full and to grant the convocation request of B. Braun in part, to the extent that it considers it to be lawful and conform with the articles of association, in particular except for the agenda item regarding the proposal for the advanced distribution on the expected, fully distributable balance sheet profit, and to convene a virtual extraordinary general meeting for 3 June 2020 within the acceptance period of the takeover offer by Asklepios, i.e. by no later than 6 May 2020, resulting in a prolongation of the acceptance period to a total of ten weeks, i.e. until the end 17 June 2020.

In addition, due to the current effects of the COVID-19 pandemic, it is planned to postpone the ordinary general meeting planned for the same day to a date yet to be determined, but no later than 31 August 2020, in order to allow for a physical meeting in the interest of the shareholders.

Pursuant to Section 1 para. 6 sentence 1 of the German law on measures in company, cooperative, association, foundation and residential property law to combat the effects of the COVID-19 pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie), the decision to hold a virtual general meeting requires supervisory board's consent. On 27 April 2020, the management has requested supervisory board's consent to hold a virtual extraordinary general meeting. The supervisory board has not yet decided. If consent of the supervisory board is not obtained or not obtained in time, the general meeting will be convened - subject to the legal admissibility, in particular with respect to governmental orders in force at the relevant time - as a physical meeting.

By court letter dated 28 April 2020, RHÖN-KLINIKUM Aktiengesellschaft has been informed that the shareholder B. Braun applied for court authorization to convene a virtual extraordinary general meeting and the appointment of the chairman of the meeting by court order pursuant to Section 122 para. 3 German Stock Corporation Act (Aktiengesetz).

Bad Neustadt a. d. Saale, 28 April 2020.

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