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    EANS-General Meeting  213  0 Kommentare Raiffeisen Bank International AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT

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    General meeting information transmitted by euro adhoc with the aim of a
    Europe-wide distribution. The issuer is responsible for the content of this
    announcement.
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    23.03.2021

    TRANSLATION FROM GERMAN ORIGINAL; ONLY THE GERMAN ORIGINAL IS BINDING AND VALID

    CONVOCATION
    AT0000606306202104220008
    of the shareholders for the
    ANNUAL GENERAL MEETING
    of
    Raiffeisen Bank International AG
    commercial register of the Commercial Court of Vienna under FN 122119 m
    ISIN AT0000606306
    which will be held as a virtual assembly on Tuesday, 22 April 2021 at 10:00 a.m.
    (CEST)
    at Raiffeisen Bank International AG, Raiffeisensaal,
    Am Stadtpark 9, 1030 Vienna, Austria.

    I. Conducting a virtual Annual General Meeting without the physical presence of
    shareholders

    After careful consideration, the Management Board of Raiffeisen Bank
    International AG has decided to conduct this year's Annual General Meeting as a
    virtual meeting in view of the COVID-19 pandemic to protect shareholders and
    other participants. The Annual General Meeting of Raiffeisen Bank International
    AG will therefore be conducted on the basis of sec. 1 of the Federal Act
    concerning special measures in company law due to COVID-19 (COVID-19 Company Law
    Act (Gesellschaftsrechtliches COVID-19-Gesetz as amended) and the Ministry of
    Justice Regulation on the more detailed provisions for the conducting of
    meetings under company law without the physical presence of the participants and
    on passing resolutions in alternative ways (COVID-19 Company Law Ordinance
    (Gesellschaftsrechtliche COVID-19-Verordnung as amended), in the form of a
    virtual assembly by means of a one-way acoustic and optical connection in real
    time in accordance with sec. 3 para. 1 COVID-19 Company Law Ordinance without
    the physical presence of the shareholders.

    It is expressly pointed out that - in contrast to the Annual General Meeting of
    the Company on 20 October 2020 and the option provided for in sec. 3 para. 4
    COVID-19 Company Law Ordinance - special proxies pursuant to sec. 3 para. 4
    COVID-19 Company Law Ordinance will not be proposed at the upcoming Annual
    General Meeting on 22 April 2021. This is because shareholders will be able to
    participate remotely (sec. 102 para. 3 sub-para. 2 Stock Corporation Act
    (Aktiengesetz) and vote remotely (sec. 102 para. 3 sub-para. 3 Stock Corporation
    Act and sec. 126 Stock Corporation Act) via the AGM portal.

    II. Participation of shareholders through the AGM portal and by granting
    authorization to special proxies

    The Company is providing the AGM portal for the participation of shareholders in
    this year's Annual General Meeting. Shareholders can therefore participate in
    the virtual Annual General Meeting by electronic connection using individual
    access details through the AGM portal set up by the Company. In addition,
    shareholders are offered the opportunity to exercise their shareholder rights
    through one of the special proxies proposed by the Company in accordance with
    sec. 3 para. 4 COVID-19 Company Law Ordinance.

    Detailed information on the organizational and technical requirements for
    participation in the virtual Annual General Meeting ("Participation
    Information") will be available from 1 April 2021 on the Company's website [1]
    at www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
    annual-general-meeting-2021 [http://www.rbinternational.com/en/investors/events-
    overview/annual-general-meetings/annual-general-meeting-2021] in accordance with
    sec. 3 para. 3 in conjunction with sec. 2 para. 4 COVID-19 Company Law
    Ordinance.


    [1] [https://easy.euroadhoc.com/#_ftnref1] All references to the Company's
    website that follow refer to www.rbinternational.com/en/investors/events-
    overview/annual-general-meetings/annual-general-meeting-2021 [http://
    www.rbinternational.com/en/investors/events-overview/annual-general-meetings/
    annual-general-meeting-2021]


    III. Partial transmission of the Annual General Meeting on the Internet

    The Annual General Meeting will be partially broadcast to the public on the
    Company's website from approximately 10.00 a.m. (CEST) from the beginning until
    the end of the presentation of agenda item 1 in accordance with sec. 3 para. 2
    COVID-19 Company Law Ordinance in conjunction with sec. 102 para. 4 of the Stock
    Corporation Act.

    A. AGENDA


    1. Presentation of the approved annual financial statements, including the
    management report, the consolidated financial statements and consolidated
    management report, each as at 31 December 2020, and the proposal for the
    utilization of profit, the separate non-financial report and the report of
    the Supervisory Board for the 2020 financial year as well as the Management
    Board's Corporate Governance Report.

    2. Resolution on the utilization of net profit, as shown in the annual
    financial statements as at 31 December 2020.

    3. Resolution on the release of the members of the Management Board from
    liability for the 2020 financial year.

    4. Resolution on the release of the members of the Supervisory Board from
    liability for the 2020 financial year.

    5. Resolution on the amount of remuneration to be paid to the members of the
    Supervisory Board.

    6. Appointment of an auditor (bank auditor) for the audit of the annual
    financial statements and consolidated financial statements for the 2022
    financial year.

    7. Resolution on the report of the remuneration of the members of the
    Management Board and the Supervisory Board for the 2020 financial year
    (remuneration report 2020).


    B. DOCUMENTS RELATED TO THE GENERAL MEETING

    The following documents will be available on the Company's website by 1 April
    2021 at the latest:

    * Annual financial statements for 2020, including the management report;
    * Consolidated financial statements for 2020, including the consolidated
    management report;
    * Corporate Governance Report 2020;
    * Proposal for the utilization of profit for the financial year 2020;
    * Separate non-financial report for the financial year 2020;
    * Report of the Supervisory Board for the financial year 2020;
    * Proposed resolutions for items 2 to 7 on the agenda;
    * Remuneration Policy for the members of the Management Board and Supervisory
    Board;
    * Complete text of this convocation notice;
    * Forms for granting and revoking a proxy pursuant to sec. 114 of the Stock
    Corporation Act as well as for special proxies;
    * Information on the organizational and technical requirements for participation
    in the virtual Annual General Meeting in accordance with sec. 3 para. 3 in
    conjunction with sec. 2 para. 4 COVID-19 Company Law Ordinace ("Participation
    Information");
    * Inquiry form.



    C. RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING

    Record date pursuant to sec. 111 of the Stock Corporation Act

    The right to participate in the General Meeting and to exercise voting rights
    and other shareholder rights which are to be exercised during the course of the
    General Meeting depends on the ownership of shares at the end of the tenth day
    prior to the General Meeting (record date). This record date is 12 April 2021,
    12:00 p.m. (CEST). Only those who are shareholders on the record date, and are
    able to provide the Company with proof of this, are entitled to participate in
    the General Meeting.

    Proof of share ownership

    All bearer shares of the Company are deposited bearer shares. Share ownership on
    the record date is to be proven by the submission of a deposit certificate
    (Depotbestätigung) pursuant to sec. 10a of the Stock Corporation Act, which must
    be received by the Company no later than 19 April 2021, 12:00 p.m. (CEST) solely
    through or at one of the following communication channels and addresses:

    (i) for the transmission of the deposit certificate in written form
    by mail or courier service: Raiffeisen Bank International AG
    c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna
    by e-mail an electronic document in PDF format with a qualified electronic
    signature: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at]
    by SWIFT: RZBAATWWXXX
    Message Type MT598 or MT599; add "HV RBI" in field 20 and "ISIN AT0000606306" in
    field 77E or 79

    (ii) for the transmission of the deposit certificate in text form pursuant to
    sec. 15 para. 2 of the Articles of Association
    by fax: +43 (0) 1 3750 215-99
    by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at]
    with the deposit certificate attached to the e-mail (e.g. pdf)


    Deposit certificate pursuant to sec. 10a of the Stock Corporation Act

    The deposit certificate must be issued by the depositary credit institution,
    which must have its registered office in a member state of the European Economic
    Area or in a full member state of the OECD, in German or English, and it must
    contain the following:


    * Information on the issuer: name/company name and address or any code used
    between credit institutions (SWIFT);
    * Information on the shareholder: name/company name, address, date of birth of
    natural persons, register and register no. of legal entities;
    * Information on the shares: number of shares held by the shareholder, ISIN
    AT0000606306;
    * Securities account number, or, if not available, another relevant reference or
    identifier;
    * Express confirmation that the deposit certificate relates to the record date
    of 12 April 2021, 12:00 p.m. (CEST).


    Submission of the deposit certificate serves at the same time as registration
    for the General Meeting. Registered shareholders in this convocation notice
    therefore refers to those shareholders whose deposit certificates have been
    received by the Company on a timely basis.

    Shareholders are not blocked by registering for the General Meeting or by
    submitting a deposit certificate; shareholders can therefore continue to freely
    dispose of their shares after registration or submission of a deposit
    certificate.


    D. REFERENCE TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO sections 109, 110, 118
    AND 119 OF THE STOCK CORPORATION ACT

    Requesting additional agenda items

    Shareholders whose shares equal individually or in aggregate 5% of the share
    capital of the Company and who prove that they have held these shares for at
    least three months prior to submission of the request (as to establishing proof,
    see below) may request in writing that items be added to the agenda of this
    General Meeting and that an announcement is made in this respect. This request
    must be received by the Company, at Raiffeisen Bank International AG, Attn.
    Elisabeth Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna,
    Austria, in writing (signature required) no later than 1 April 2021 or, if sent
    by e-mail with a qualified electronic signature to the e-mail address
    anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at] or by SWIFT to
    the address RZBAATWWXXX. "In writing" means signed by each applicant personally
    or by an authorized corporate representative or, if sent by e-mail, with a
    qualified electronic signature or, if sent by SWIFT, with Message Type MT598 or
    Type MT599, whereby it is essential to state "HV RBI" in field 20 and
    "ISIN AT0000606306" in field 77E or 79 in the text.

    A proposed resolution and a statement specifying the reasons for the proposal
    must accompany each requested agenda item. Each resolution proposal must (also)
    be submitted in the German language.

    Proof of shareholder status requires the submission of a deposit certificate
    pursuant to sec. 10a of the Stock Corporation Act, confirming that the
    shareholders submitting the request (5% of the share capital) have held the
    shares continuously for at least three months prior to its submission. This
    deposit certificate must not be more than seven days old at the time of its
    submission to the Company. Where there are several shareholders holding shares
    which only equal the required 5% of the share capital when taken together, or in
    the case of more than one deposit certificate for shares which only equal the
    required 5% when taken together, the deposit certificates must refer to the same
    effective date. With respect to the other requirements related to deposit
    certificates, reference is made to the information under Section C.
    Proposals for resolutions

    Shareholders whose shares equal individually or in aggregate 1% of the share
    capital of the Company may submit to the Company proposals for resolutions in
    respect of each agenda item together with a statement specifying the reasons for
    the proposal and request that these proposals be made available on the Company's
    website (as recorded in the commerical register) together with the names of the
    respective shareholders, the accompanying statements of reasons for the
    proposals and any statements issued by the Management Board or Supervisory
    Board, provided that this request is made in text form and received by the
    Company no later than 13 April 2021 either by fax to +43 (0) 1 3750 215-99, by
    e-mail to anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at], with
    the request attached to the e-mail as a scanned attachment (e.g. pdf), or by
    mail or courier service to Raiffeisen Bank International AG, Attn. Elisabeth
    Klinger - Group Investor Relations, Am Stadtpark 9, 1030 Vienna, Austria. If
    declarations are required to be made in text form within the meaning of sec. 13
    para. 2 of the Stock Corporation Act, the declaration must be submitted in a
    document or in another manner suitable for permanent reproduction in written
    characters, the person making the declaration must be named and the conclusion
    of the declaration must be made recognizable by the reproduction of the signed
    name or other means.

    A proposed resolution that has been published on the Company's website pursuant
    to sec. 110 of the Stock Corporation Act may only be voted on if it is repeated
    as a motion at the General Meeting. Each resolution proposal must (also) be
    submitted in a German language version.

    Submission of a deposit certificate pursuant to sec. 10a of the Stock
    Corporation Act which, at the time of its submission to the Company, must not be
    more than seven days old, is required as proof of share ownership for the
    purposes of exercising these shareholder rights. Where there are several
    shareholders holding shares which only equal the required 1% of the share
    capital when taken together, or in the case of more than one deposit certificate
    for shares which only equal the required 1% when taken together, all deposit
    certificates must refer to the same effective date. With respect to the other
    requirements related to deposit certificates, reference is made to the
    information under Section C.

    AGM Portal

    In the virtual Annual General Meeting of the Company on 22 April 2021, the
    Company's AGM portal will be available to shareholders for the exercise of
    voting rights and other shareholder rights. The AGM portal will be accessible on
    the Company's website as of the record date (12 April 2021, 12 p.m. (CEST)).

    The AGM portal enables registered shareholders to:


    * Participate in the Annual General Meeting by means of an acoustic and optical
    connection in real time
    * Exercise their voting rights
    * Submit a motion for a resolution
    * Raise an objection
    * Exercise the right to information
    * Authorize a representative or a special proxy


    Further information on participation through the AGM portal can be found in the
    Participation Information, which will be available as from 1 April 2021 on the
    Company's website.

    Right to information

    Pursuant to sec. 118 of the Stock Corporation Act, information regarding the
    affairs of the Company must be provided to each shareholder at the General
    Meeting upon request insofar as the information is necessary for the proper
    assessment of an item on the agenda.

    The information must comply with the principles of conscientious and accurate
    accounting. The information request may be refused if, according to reasonable
    business judgment, it is likely to cause a substantial disadvantage to the
    Company or an affiliated company or if its disclosure would be punishable by
    law. A request for information may also be refused if the information was
    continuously available on the Company's website in the form of questions and
    answers for at least seven days prior to the beginning of the General Meeting.
    The reason for the refusal to provide information must be given.

    Every shareholder can exercise his/her right to information and to speak during
    the Annual General Meeting through the AGM portal and may ask questions by
    telephone in real time during the Annual General Meeting.

    A prerequisite for the exercise of the shareholders' right to information is
    proof of the right to participate (section C. of the convening notice).

    Each shareholder is also invited to send his/her questions directly to the
    Company before the Annual General Meeting by e-mail to
    anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at]. In order to
    identify shareholders, at the same time as questions are submitted information
    must be provided with regard to full name, date of birth or commercial register
    number (only for legal entities), the securities account number and the name of
    the credit institution maintaining the securities account, along with a copy of
    the signature (or other means of identification). Shareholders may use the
    question form available on the Company's website, which contains the
    aforementioned information for identification. The Company reserves the right to
    not answer questions that cannot be assigned to a shareholder.
    To preserve the economy of the meeting, questions requiring longer preparation
    can be sent to the above e-mail address in good time before the Annual General
    Meeting.

    Please note that reasonable time restrictions may be specified by the Chairman
    during the Annual General Meeting.

    Right to submit motions

    Every shareholder is entitled to submit motions at the Annual General Meeting
    for each item on the agenda (sec. 119 Stock Corporation Act).

    The point in time until which it is possible to submit a motion via the AGM
    portal will be determined by the Chairman during the virtual Annual General
    Meeting and announced in good time.

    Further details on exercising these shareholder rights through the AGM portal
    can be found in the Participation Information, which can be accessed on the
    Company's website.


    E. REPRESENTATION BY PROXY AND SPECIAL PROXIES IN ACCORDANCE WITH SEC. 3 PARA. 4
    COVID-19 COMPANY LAW ORDINANCE

    The proxy must be granted to a specific person (either a natural person or a
    legal entity) in text form. More than one person can be authorized. If a
    shareholder has granted a proxy to the bank where he/she has deposited his/her
    shares, it is sufficient for the bank to provide the Company with a declaration
    that it has been granted a proxy, in addition to submitting the deposit
    certificate. For the transmission of such declarations sec. 10a para. 3 of the
    Stock Corporation Act shall apply mutatis mutandis.

    Unless the proxy authorization is submitted through the AGM portal, it must be
    received by the Company at one of the addresses listed below no later than 21
    April 2021 at
    04:00 p.m. (CEST):

    by fax: +43 (0) 1 3750 215-99,
    by e-mail: anmeldung.rbi@anmeldestelle.at [anmeldung.rbi@anmeldestelle.at],
    with the proxy authorization attached to the e-mail (e.g. pdf),
    by SWIFT: RZBAATWWXXX,
    Message Type MT598 or MT599; enter "HV RBI" in field 20 and "ISIN AT0000606306"
    in field 77E or 79, or
    by mail or courier service: Raiffeisen Bank International AG
    c/o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna

    As a special service, a representative of the Austrian Shareholder Association,
    (Interessenverband für Anleger) Feldmühlgasse 22, 1130 Vienna, Austria, will be
    available to shareholders as an independent proxy for the exercise of voting
    rights and other shareholder rights at the Annual General Meeting, but is not a
    special proxy in accordance with sec. 3 para. 4 COVID-19 Company Law Ordinance.

    If interested, it is possible to contact Dr. Michael Knap directly before the
    Annual General Meeting under the mobile phone number: +43 (0)664 2138740 or by
    e-mail: knap.rbi@anmeldestelle.at [knap.rbi@anmeldestelle.at]. If the
    independent Austrian Shareholder Association proxy is granted authorization, the
    authorization, as described above, must also be sent to the Company or submitted
    through the AGM portal. In each instance, instructions must be given to the
    Austrian Shareholder Association for the exercise of the voting right. Without
    such explicit instructions, the voting right will not be exercised.

    A form for granting proxy authorization and one for revocation of proxy
    authorization will be sent upon request and are available on the Company's
    website.

    The aforementioned provisions for issuing a proxy authorization shall apply
    mutatis mutandis to the revocation of proxies.

    Further details on representation by proxy and special proxy representatives can
    be found in the Participation Information, which can be accessed on the
    Company's website.


    F. INFORMATION FOR SHAREHOLDERS ON DATA PROCESSING

    Raiffeisen Bank International AG processes the personal data of shareholders or
    their proxies and other persons attending the General Meeting (the
    "participants"), in particular name, address, date of birth, registration number
    of legal entities, securities account number, number of shares, voting card
    number, e-mail address and where applicable telephone number, on the basis of
    the applicable data protection laws and the Stock Corporation Act in order to
    enable them to exercise their rights at the General Meeting.

    Raiffeisen Bank International AG receives this data from sources including
    depositary credit institutions (deposit certificates) or from the participants
    themselves when registering for the General Meeting, when requesting access
    details and/or appointing proxies and from input to the AGM portal. In
    principle, participants are obliged to provide Raiffeisen Bank International AG
    with the necessary information. The processing of participants´ personal data is
    necessary for participation in the General Meeting and for its proper
    preparation, execution and related activities following the General Meeting.
    Service providers and data processors commissioned by Raiffeisen Bank
    International AG for the purpose of organizing the General Meeting (including in
    particular IT as well as back office service providers such as Link Market
    Services GmbH, Siebensterngasse 32-34, 1070 Vienna) receive from Raiffeisen Bank
    International AG only those personal data which are necessary for the execution
    of the service commissioned and process these data solely in accordance with
    Raiffeisen Bank International AG's instructions. In compliance with its legal
    obligations, Raiffeisen Bank International AG also passes on the personal data
    of shareholders and their proxies to public authorities such as the commercial
    register or Financial Market Authority.

    The data of the participants will be anonymized or deleted after the end of the
    respective applicable legal periods.

    All participants have the right to information, correction, deletion or
    restriction of the processing of personal data concerning them, the right of
    objection to the processing and the right to data portability in accordance with
    the conditions of data protection law.

    Participants can exercise these rights with respect to Raiffeisen Bank
    International AG free of charge using the following contact details:

    Raiffeisen Bank International AG
    Group Data Privacy Office
    Am Stadtpark 9, 1030 Vienna, Austria
    datenschutz@rbinternational.com [datenschutz@rbinternational.com]
    +43 (0)1 71 707-8603

    Further information on data protection can be found on the Company's website.

    G. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
    At the time the convocation notice for the General Meeting was issued, the share
    capital of the Company was EUR 1,003,265,844.05, divided into 328,939,621
    ordinary bearer shares carrying voting rights (no-par value shares). Each share
    confers the right to one vote. As of the effective date the Company and its
    subsidiaries held 429,920 own shares. The Company has no rights from these
    shares; shares owned by the Company and its subsidiaries do not confer any
    voting rights.

    As of the effective date the total number of shares which grant the holder the
    right to participate at the General Meeting and carry voting rights amounted to
    328,617,417. There are no other classes of shares.

    Vienna, March 2021


    The Management Board
    of
    Raiffeisen Bank International AG





    Further inquiry note:
    Ms. Golnaz Miremadi
    Group Executive Office
    Raiffeisen Bank International AG
    +43 1 71707 - 2141
    golnaz.miremadi@rbinternational.com

    end of announcement euro adhoc
    --------------------------------------------------------------------------------


    Attachments with Announcement:
    ----------------------------------------------
    http://resources.euroadhoc.com/documents/2231/12/10680372/1/avGM_2021_Convocatio
    n_secured.pdf

    issuer: Raiffeisen Bank International AG
    Am Stadtpark 9
    A-1030 Wien
    phone: +43 1 71707-2089
    FAX: +43 1 71707-2138
    mail: ir@rbinternational.com
    WWW: www.rbinternational.com
    ISIN: AT0000606306
    indexes: ATX
    stockmarkets: Luxembourg Stock Exchange, Wien
    language: English

    Additional content: http://presseportal.de/pm/81879/4871012
    OTS: Raiffeisen Bank International AG




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