RHÖN-KLINIKUM AG | 07/20/2005

Annual General Meeting 2005 - Voting results

At today’s Annual General Meeting of the listed hospital group Rhön-Klinikum, the results of the various Agenda Items voted on are as follows:

* Resolution on the appropriation of the net distributable profit

- payment of a dividend of EUR 0.80 per non-voting preference share, representing a total dividend amount of EUR 6,912 on 8,640,000 preference shares with entitlement to a dividend, and

- payment of a dividend of EUR 0.78 per ordinary share, representing a total dividend of EUR 13,478,000 on 17,280,000 ordinary shares with entitlement to a dividend

- allocation of EUR 8,720,552.07 to ‘other retained earnings’

* Resolution on formal approval of the actions of the members of the Board of Management and the Supervisory Board of the Company

* Resolution on the termination and renewal of the existing authorisation to purchase own shares, pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG)

* The election of the auditor proposed by the Supervisory Board, PwC Deutsche Revision Aktiengesell¬schaft, Frankfurt am Main

* Supervisory Board elections

- Since Dr. Friedrich-Wilhelm Graf von Rittberg announced that he is resigning from the Supervisory Board effective 31 August 2005, he submitted to the Supervisory Board the proposal to appoint Mr. Eugen Münch, who with effect from 20 July 2005 resigned his office as chairman of the Board of Management and handed the chair to his successor, Mr. Wolfgang Pföhler, for the remaining term of office of the current Supervisory Board with effect from 1 September 2005. 

- As a result of the rise in the number of persons employed in the RHÖN-KLINIKUM Group, the Supervisory Board as of 31 December 2005 shall be composed of 20 members (currently 16 persons), 10 of whom are to be appointed by the shareholders and 10 by the employees. On the proposal of the Supervisory Board all of the current members except Dr. Graf von Rittberg were nominated, and the following new members were added:

Caspar von Hauenschild, 

Munich, corporate consultant

Dr. Heinz Korte

Munich, notary public

Eugen Münch,

Bad Neustadt/Saale, BA,

until 20 July 2005 chairman of the Board of Management of RHÖN-KLINIKUM AG (in addition already nominated from 1 September 2005 to 30 December 2005 (remaining term))

* Resolution on the increase of registered share capital from Company funds:

The share capital of the Company shall be increased from EUR 25,920,000 by EUR 25,920,000 to EUR 51,840,000. The capital increase shall be effected by issuing 17,280,000 new ordinary bearer shares (non-par shares), each having a nominal value EUR 1.00, and by issuing 8,640,000 non-voting preference shares (non-par shares), each having a nominal value of EUR 1.00.

* Resolution on the conversion of the non-voting preference shares into ordinary shares by ending the preference and special dividend with revision of the existing provisions of the Articles of Association, notably the majority required for resolutions amending the Articles of Association (new: majority of more than 90% required).

All proposals of the Supervisory Board and the Board of Management were accepted by a large majority.

Following the Annual General Meeting a Separate Meeting of the preference shareholders took place. Here only the conversion and the amendments to the Articles of Association were voted on. In this case also, all proposals of the Supervisory Board and the Board of Management were approved by a large majority.

Extending his thanks to all who attended him during his time as chairman of the Board of Management of the Company, Eugen Münch bade farewell and handed over responsibility to his successor, Wolfgang Pföhler.

Mr. Münch will stand for election as chairman of the Supervisory Board in a separate meeting of Supervisory Board to take place following the Annual General Meeting.