* Shareholders reject capital reduction by 87 pct
* Leaves bid to buy BHK-Bank from Deutsche Bank intact
* Acquisition pending clearance from German regulator
BRUSSELS, June 18 (Reuters) - RHJ International, the Brussels-based owner of London brokerage Kleinwort Benson, remained on course to buy German bank BHF-Bank on Tuesday after shareholders rejected a proposal to scrap the takeover offer.
Shareholders rejected motions seeking to replace board members, including Chief Executive Leonard Fischer, and to pay them 150 million euros ($200 million) of cash set aside for the planned purchase of BHF from Deutsche Bank.
It means the company's offer for BHF remains intact.
"If this acquisition concludes we would have a strong position in the two largest and fastest-growth wealth management markets in Europe," Fischer told the shareholders at the meeting.
Some 87 percent of the shareholders voting rejected the motion for a capital reduction in the form of a 1.75-euro payout per share.
A group of hedge funds representing 4 percent of the share capital launched a bid in May to overhaul the company and to stop its acquisition of BHF-Bank, a deal which is currently being examined by Germany's regulator.
The group, led by Geneva-based Equilibria Capital Management, said the company had had a poor share price performance and "erratic" strategy.
Last week RHJI's main shareholder, Franklin Equity Group, which holds 15.5 percent according to Thomson Reuters data, said it would not support the proposal.