RHÖN-KLINIKUM AG | 06/07/2005

ad hoc announcement in accordance with § 15 WPHG: New invitation to the Annual General Meeting / to the Separate Meeting

The Board of Directors and the Supervisory Board of the Company a few hours ago were submitted a draft resolution according to which approval is to be given for all shareholders – based on the invitation of 12 May 2005 (published in the Federal Gazette) – to be issued a new invitation with amended Agenda for the same date and venue. All shareholders of the Company will be invited a second time for

Wednesday, 20 July 2005, 10 a.m.

to the Annual General Meeting 

and the

preference shareholders to the Separate Meeting

at the end of the Annual General Meeting 


Congress Center Messe Frankfurt

D-60327 Frankfurt am Main 

This new invitation to all shareholders has become necessary because the conditions for adjusting the size of the Supervisory Board to the personnel development within the Group were met only on 30 May 2005. The re-election of the Supervisory Board members is therefore to be held not at the end of the upcoming Annual General Meeting but on 31 December 2005. This shall be taken account of by a change in new Agenda Item 7 and new Agenda Item 8. In addition, as a result of the proposed conversion of the non-voting preference shares into voting ordinary shares, the adjustment of the provisions in the Articles of Association in Agenda Item 11 is supplemented anew. The remaining Agenda Items 1 to 6, 9 with 10 and 12 are expressly left unchanged. 

The amendment of the Agenda will affect the content and procedures as follows:

a) Amended commencement of term of Supervisory Board mandates 

As a result of the so-called status proceeding initiated at a later time, the term of office of the new Supervisory Board to be elected will begin not with the end of the Annual General Meeting in which such new Supervisory Board is elected but on 31 December 2005.

b) By-election of Mr. Münch 

Since originally the end of the term of office of all Supervisory Board mandates and thus also that of Dr. Graf von Rittberg for procedural reasons would have taken place at the Annual General Meeting, it has now become necessary – in order to comply as soon as possible with his wish to resign his office – to stipulate a formal and set date for resignation. Accordingly, Dr. Graf von Rittberg shall resign from the Supervisory Board on 31 August 2005. Eugen Münch, who resigns as chairman of the Board of Management at the end of the Annual General Meeting, will therefore be proposed to the by-election to take office for the unforeseen extension in the term for Graf Rittberg from 1 September 2005. 

c) Adjustment of the clause in the Articles of Association regarding the blocking minority

Reiterating the merger of the preference and ordinary shares as well as the resolution on the issuance of bonus shares from Company funds, the new version of the Agenda supplements the existing draft resolutions on the increase in the votes necessary to amend the Articles of Association from currently more than 76% to more than 90% by providing that this majority is to apply for all resolutions requested as so-called qualified majorities, irrespective of whether or not such qualified majority is required by the Articles of Association, legal regulations or the relevant court rulings. The 90% + 1 rule is thus to apply whenever – for whatever compelling reasons – the majority of 50%+1 vote would not suffice.