RHÖN-KLINIKUM AG: CEO directs appeal in the virtual extraordinary general meeting to large shareholders and emphasises widespread dedication in tackling COVID-19 pandemic

The extraordinary general meeting took place solely at the request of our shareholders B. Braun Melsungen AG (hereinafter also referred to as “B. Braun”) and Asklepios Kliniken GmbH & Co KGaA (hereinafter also referred to as “Asklepios”) who called for the meeting to be convened independently of each other in connection with the voluntary public takeover offer which was declared by Asklepios on 8th April 2020.

81.69 percent of the registered share capital was represented at the extraordinary general meeting of RHÖN-KLINIKUM AG which took place as a virtual general meeting without the physical presence of our shareholders or their proxies pursuant to the law on the COVID-19 pandemic from 27th March 2020. The ordinary general meeting which will vote on the proposal by the Board of Management and Supervisory Board for the appropriation of the net distributable profit will take place in the second half of August.

The agenda included discussing the takeover offer by Asklepios, resolving on changes to the articles of association, resolving on the revocation of Supervisory Board members and electing Supervisory Board members. Under agenda item 1 the Board of Management discussed the reasoned statement for this takeover offer as prescribed by § 27, Subsection 1, German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), which was published on 22nd April 2020. In this statement the Board of Management believed the consideration of Euro 18 per RHÖN-KLINIKUM AG share to be adequate from a financial perspective. As the Board of Management emphasised in the meeting, it made all its decisions regarding the applications by our two large shareholders Asklepios and B. Braun after a thorough review and intensive consultation with the law firms advising the Company and in accordance with the applicable provisions of the German Stock Corporation Act (Aktiengesetz) and the German Securities Takeover Act. It was solely acting in the best corporate interests which was at the core of its deliberations regarding the substance of the matter.

Under agenda item 2 the shareholders voted with a majority of 67.54 percent against changing the articles of association as requested by shareholder B. Braun and therefore followed the recommendation of the Board of Management who had pointed out that it is important in the currently difficult and competitive market environment that RHÖN-KLINIKUM AG maintains its ability to act. “As the Board of Management, we see this undermined by the request from our large shareholder B. Braun for a change in the articles of association to raise the basic majority requirement from currently 50 percent to 75 percent. Besides, this would not be a typical rule either,” the CEO stated in his speech.

Under agenda item 3 the shareholders voted to revoke various members from the Supervisory Board. With a majority of 62.44 percent of the registered share capital the shareholders voted to revoke Dr. Annette Beller from the Supervisory Board as requested by shareholders Asklepios and B. Braun. With a majority of 62.43 percent the shareholders voted to revoke Dr. Katrin Vernau from the Supervisory Board as requested by shareholders Asklepios and B. Braun.

With a majority of 68.39 percent of the registered share capital the shareholders furthermore voted against revoking Eugen Münch from the Supervisory Board as requested by shareholder B. Braun. With a majority of 68.39 percent the shareholders voted against revoking Wolfgang Mündel from the Supervisory Board as requested by shareholder B. Braun. With a majority of 68.39 percent the shareholders voted against revoking Prof. Dr. Gerhard Ehninger from the Supervisory Board as requested by shareholder B. Braun. With a majority of 68.40 percent the shareholders voted against revoking Jan Hacker from the Supervisory Board as requested by shareholder B. Braun. With a majority of 68.39 percent the shareholders voted against revoking Christine Reissner from the Supervisory Board as requested by shareholder B. Braun. With a majority of 68.39 percent the shareholders voted against revoking Dr. Brigitte Mohn from the Supervisory Board as requested by shareholder B. Braun.

Under agenda item 4 the shareholders voted to elect various Supervisory Board members.

With a majority of 92.52 percent the shareholders voted to elect Dr. Jan Liersch to the Supervisory Board as requested by shareholders Asklepios and B. Braun. With a majority of 92.52 percent the shareholders voted to elect Dr. Julia Dannath-Schuh to the Supervisory Board as requested by shareholders Asklepios and B. Braun. The newly elected Supervisory Board members therefore succeed Supervisory Board members Dr. Annette Beller and Dr. Katrin Vernau who were previously revoked from the Supervisory Board.

Following this election the Supervisory Board consists of the following members with immediate effect: Eugen Münch, Georg Schulze-Ziehaus, Wolfgang Mündel, Peter Berghöfer, Dr. Julia Dannath-Schuh, Prof. Dr. Gerhard Ehninger, Jan Hacker, Stefan Härtel, Klaus Hanschur, Meike Jäger, Dr. Jan Liersch, Dr. Brigitte Mohn, Christine Reißner, Oliver Salomon, Evelin Schiebel and Natascha Weihs. The period of office for the current Supervisory Board is scheduled to finish with the end of the general meeting which passes a resolution formally approving the actions of the Supervisory Board for financial year 2019.

In his speech Stephan Holzinger also emphasised the dedication of the workforce in tacking the COVID-19 pandemic: “We took decisive action early in the COVID-19 pandemic in order to be able to offer the best possible treatment to a rapidly increasing number of COVID-19 patients and have thus proved to be a very reliable partner for districts, federal states, the German central government and the rescue services. That the medical care of all our patients has been successful so far in this exceptional situation is also thanks to our very dedicated workforce who, along with an enormous sense of responsibility, have also shown team spirit, devotion and a huge amount of compassion for all our patients and their relatives. On behalf of the Board of Management I therefore wish to express my heartfelt gratitude to all our employees.”

More information on the takeover offer can be found in the published statement under
https://en.rhoen-klinikum-ag.com/…