RHÖN-KLINIKUM Aktiengesellschaft: court rejects application by B. Braun to determine a chairman of the extraordinary general meeting; Board of Management rejects supplementary request from B. Braun regarding appointment of special auditor

DGAP-News: RHÖN-KLINIKUM Aktiengesellschaft / Key word(s): AGM/EGM
22.05.2020 / 13:35
The issuer is solely responsible for the content of this announcement.

Corporate News

Bad Neustadt / Saale | 22st May 2020

RHÖN-KLINIKUM Aktiengesellschaft: court rejects application by B. Braun
to determine a chairman of the extraordinary general meeting; Board of Management rejects supplementary request from B. Braun regarding appointment of special auditor

RHÖN-KLINIKUM Aktiengesellschaft declares that the Amtsgericht (local court) in Schweinfurt has rejected the application by B. Braun Melsungen AG (hereinafter also referred to as "B. Braun") for the court to determine a chairman of the general meeting in the court proceeding of shareholder B. Braun versus RHÖN-KLINIKUM Aktiengesellschaft with respect to court authorisation relating to the revocation of an extraordinary general meeting. B. Braun had pursued a separate application for court determination of a chairman of the general meeting in addition to the application for authorisation relating to the convening of an extraordinary annual meeting, which application had already previously been rejected by the court.

In addition to the first supplementary request which the Company received on 14^th May 2020 and the Board of Management had already previously rejected as inadmissible (ad hoc announcements dated 14^th and 16^th May 2020), RHÖN-KLINIKUM Aktiengesellschaft furthermore received another request from B. Braun on 19^th May 2020 for an addition to the agenda of the extraordinary general meeting on 3^rd 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 19^th 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 19^th May 2020 for court authorisation to add to the agenda of the extraordinary general meeting on 3^rd June 2020 the items included in the supplementary request dated 13^th 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 19^th May 2020 the Company received an application by B. Braun regarding a resolution by the general meeting on 3^rd 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 3^rd June 2020, the application by B. Braun on the appropriation of the net distributable profit dated 19^th 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 3^rd 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-klinikum-ag.com/uebernahmeangebot.

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RHÖN‐KLINIKUM AG is one of the largest healthcare providers in Germany. The hospital group offers excellent medical care with a direct link to universities and research institutes. Over 860,000 patients are treated every year at the five group hospitals located in Bad Berka, Bad Neustadt, Frankfurt (Oder), Giessen and Marburg where more than 18,000 employees work. RHÖN-KLINIKUM AG is currently exploiting the opportunities available to develop new areas of growth. Entering the forward-looking telemedicine market with Medgate Deutschland, the innovative RHÖN campus concept for offering avantgarde healthcare across sectoral boundaries in rural areas as well as consistently extending our gradual corporate digitalisation are key pillars of the corporate strategy.

More information under www.rhoen-klinikum-ag.com

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Contact Persons:

RHÖN-KLINIKUM AG | Head of Corporate Communications and Marketing
Elke Pfeifer
Telephone: +49 9771 65-12110 | E-Mail: elke.pfeifer@rhoen-klinikum-ag.com

RHÖN-KLINIKUM AG | Head of Investor Relations and Treasury
Julian Schmitt
Telephone: +49 9771 65-12250 | E-Mail: julian.schmitt@rhoen-klinikum-ag.com

RHÖN-KLINIKUM AG | Schlossplatz 1 | 97616 Bad Neustadt / Saale, Germany

22.05.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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