22.03.2017,
20598 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
Österreichische Post Aktiengesellschaft (Austrian Post) Vienna, FN 180219 d
(Commercial Register Number FN 180219 d) ISIN AT0000APOST4
INVITATION TO THE ANNUAL GENERAL MEETING
We would like to hereby invite our shareholders to the Annual General Meeting
of Austrian Post, to be held on Thursday, April 20, 2017 at 10 a.m. in Hall F,
Wiener Stadthalle, Roland Rainer Platz 1, 1150 Vienna.
I. AGENDA
1. Presentation of the annual financial statements including the Management
Report, Corporate Governance Report, consolidated financial statements,
Group Management Report and the Report of the Supervisory Board for the 2016
financial year
2. Resolution on the appropriation of the balance sheet profit
3. Resolution on the discharge of the members of the Management Board for the
2016 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2016 financial year
5. Resolution on the remuneration of the Supervisory Board members
6. Resolution on the appointment of the auditor of the annual financial
statements and of the consolidated financial statements for the 2017
financial
year
7. Resolution on
a) an amendment to the Articles of Association in Section 18 Para 2 ("General
Shareholders' Meeting - Participation") and
b) an addition to the Articles of Association in the form of a new Section 25
("Place of Jurisdiction")
8. Renewed resolution to grant authorisation to the Management Board
a) to buy back the Company's own shares (treasury shares) pursuant to Section
65 Para 1 (4) and (8), Para 1a and 1b Austrian Stock Corporation Act (AktG),
both via the stock market and over-the-counter, to a maximum of 10% of the
Company's share capital, also with the exclusion of pro rata shareholder
rights of repurchase which may accompany such an acquisition (reverse
exclusion of subscription rights)
b) pursuant to Section 65 Para 1b AktG, to decide on another mode of disposal
for selling or utilizing the Company's own shares, i.e. other than by way of
the stock market or a public offering, while applying - "mutatis mutandis" -
the rules on the exclusion of shareholder subscription rights;
c) to decrease the share capital by redeeming these treasury shares with no
further resolution of the Annual General Meeting;
d) whilst revoking the corresponding authorization in accordance with the
resolution on item 10 of the agenda passed by the Annual General Meeting on
April 15, 2015.
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, AVAILABILITY OF INFORMATION ON
THE COMPANY WEBSITE In particular, the following documents will be available on
the website of the Company at www.post.at/ir no later than March 30, 2017:
Annual Financial Statements including the Management Report,\nCorporate Governance Report,\nConsolidated Financial Statements including the Group Management Report,\nProposal for the Appropriation of the Balance Sheet Profit,\nReport of the Supervisory Board for the 2016 financial year,\nDraft resolutions concerning items 2-8 on the agenda,\nReport of the Management Board pursuant to Section 65 Para 1b AktG along with Section 170 Para 2 and Section 153 Para 4 (2) AktG on item 8 of the agenda -Exclusion of subscription rights or reverse exclusion of subscription rights, purchase of own shares (treasury shares),\nAnnual Report 2016,\nAmendments to the Articles of Association,\nDocuments relating to absentee voting (ballot form, revocation, instruction sheet),\nProxy authorisation forms,\nRevocation of proxy form,\nComplete text of this Invitation to the Annual General Meeting.\nIII. RECORD DATE AND PRE-REQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING The right to participate in the Annual General Meeting and to exercise
voting rights and all other shareholder rights during the Annual General
Meeting depend on the shares held at the end of day on April 10, 2017 (record
date). Participation in the Annual General Meeting is limited to persons who
are in possession of shares on the record date, and supply proof of such to the
Company. The safe custody receipt (deposit confirmation) pursuant to Section
10a AktG shall suffice as proof of shareholding on the record date. This
confirmation of holdings must be received by the Company no later than April
14, 2017 exclusively via one of the following communication channels and
addresses: By post or courier: Österreichische Post Aktiengesellschaft, c/o
HV-Veranstaltungsservice GmbH, Re: Post HV, 8242 St. Lorenzen/Wechsel, Austria,
Köppel 60 By e-mail: anmeldung.post@hauptversammlung.at (as electronic document
in the form of a PDF with a qualified electronic signature) By SWIFT:
GIBAATWGGMS (Message Type MT598, the text must include the following: ISIN
AT0000APOST4) Shareholders are requested to contact their depositary bank and
arrange for the issuance and transmission of a deposit confirmation. The record
date has no effect on the saleability of the shares and has no bearing on
dividend rights.
Deposit confirmation pursuant to Section 10a AktG The deposit confirmation
(safe custody receipt) is to be issued by the depositary bank based in a member
state of the European Economic Area or in a full member state of the OECD, and
must contain the following information:
Information on the issuer: company and address or code commonly used in business transactions between banks,\nInformation on the shareholder: name/company, address, date of birth for natural persons, register and registration number for legal persons in the legal person's country of origin,\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000APOST4,\nSecurities custody account number or another designation,\nDate or period of time to which the safe custody receipt refers to. The safe custody receipt as evidence of the shareholding as the basis for participating in the Annual General Meeting must refer to the end of the record date of April 10, 2017 (12 p.m. midnight, CEST). The safe custody receipt will be accepted in German or in English. For identification purposes, shareholders and their proxies are asked to be ready to show official photo identification when registering for the Annual General Meeting.\nIV. ABSENTEE VOTING Every shareholder is entitled to take part in the upcoming
Annual General Meeting on the basis of voting by mail, pursuant to Section 19
of the Articles of Association and Section 127 AktG. Submission of votes must
be done in written form by using the form (ballot) made available by the
Company for this purpose. The documents required for absentee voting (ballot
form, revocation form, instruction sheet, return envelope) will be sent upon
request. Please request these materials from the Investor Relations Department
by calling +43 (0) 57767 - 30401 at the following times: Monday-Thursday 9 a.m.
- 4 p.m. and Friday 9 a.m. - 1 p.m. The texts of the forms and the instruction
sheet will also be available for downloading on the Company's Website at
www.post.at/ir no later than March 30, 2017. In any case, the shareholder must
include the following information on the ballot form: name (corporate name) and
place of residence (headquarters) of the shareholder and the number of shares.
Ballots are only considered to be valid if signed by the shareholder. The
filled-out ballot form with the original signature of the shareholder must be
received no later than April 14, 2017 by the notary public
Rupert Brix at his
PO box 170, 1011 Vienna. Mr. Brix is serving as the authorised recipient of
ballots on behalf of Austrian Post for purposes of absentee voting by mail. It
is expressly pointed out that the pre-requisite for being entitled to voting by
mail is supplying proof to the Company of shareholding on the record date and
thus the Company has received a safe custody receipt pursuant to Section 10a
AktG no later than April 14, 2017 at one of the aforementioned addresses.
Shareholders who want to take part in the Annual General Meeting by using the
opportunity of absentee voting by mail must ensure the timely issuance and
transmission of a safe custody receipt pursuant to Section 10a AktG as
described above - similar to the procedure required of shareholders who want to
personally attend. Shareholders should note that the votes submitted per
absentee ballot by mail are to be considered as invalid if the content of the
respective resolution voted upon by the Annual General Meeting is different
than that stipulated on the absentee ballot form. If necessary, the Company
will make a new form (ballot) available on the Website of the Company at
www.post.at/ir for downloading in cases in which the company receives
admissible motions from shareholders involving additions to the agenda pursuant
to Section 109 AktG no later than March 30, 2017 and/or admissible motions
involving resolu-tions pertaining to items on the agenda pursuant to Section
110 AktG by no later than April 10, 2017. A ballot submitted by mail can be
revoked using the form (revocation) placed on the website by the company for
this purpose. The revocation is to be considered as legally valid if it is
received by the notary public Rupert Brix by fax at +43 (0) 512 46 11 - 28 no
later than the end of day on April 19, 2017. A shareholder who attends the
Annual General Meeting personally and who has already voted on a resolution by
mail is only to be permitted to exercise his voting rights at the Annual
General Meeting if he has revoked his absentee ballot in a timely manner, i.e.
no later than April 19, 2017 as described above. Otherwise, the shareholder is
only allowed to participate as a guest, without the right to speak or pose
questions, to make proposals and in particular will not have the right to
exercise his voting rights or the right of objection. A shareholder whose
participation in voting takes the form of absentee voting by mail is entitled
to use the ballot to declare on a precautionary basis his objection to the
resolution to be considered at the Annual General Meeting. There are no other
ways of raising objections.
V. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED Every
shareholder entitled to participate in the Annual General Meeting and has
provided sufficient proof to the Company as described in point III of this
invitation has the right to appoint a representative who will attend the
meeting on behalf of the shareholder, and who is vested with the same rights as
the shareholder whom he/she represents. Proxy must be conferred on a specific
person (natural or legal) in text form (Section 13 Para 2 AktG). It is also
possible to appoint several proxy holders. The appointment of a proxy holder is
possible either before or during the Annual General Meeting. We offer the
following communication channels and addresses as means to convey the
appointment of a proxy holder: By post or courier: Österreichische Post
Aktiengesellschaft, c/o HV-Veranstaltungsservice GmbH, 8242 St.
Lorenzen/Wechsel, Austria, Köppel 60 By fax: 43 (0) 1 8900 500 - 75 By e-mail:
anmeldung.post@hauptversammlung.at (the appointment of a proxy can be sent in
the following formats: PDF, JPG, TXT and TIF.) Appointments of a proxy holder
must be received by the Company no later than April 19, 2017 at 4:00 p.m.,
exclusively at one of the previously listed addresses, unless they are
submitted at the entry or exits check at the Annual General Meeting. A form for
the appointment (or revocation) of a proxy holder can be downloaded from the
Company's website at www.post.at/ir. In order to ensure problem-free
processing, we request that you only use the forms which have been made
available. Details on appointing a proxy, especially the text form and contents
of the proxy, are derived from the proxy authorization form made available to
shareholders. If the shareholder has appointed the depositary bank (Section 10a
AktG) as her or his proxy, it will suffice if the bank attaches a declaration
stating that it was appointed to serve as the proxy to the deposit confirmation
and has both documents sent to the Company via the communication channels
stipulated for the deposit confirmation. Even after appointing a proxy,
shareholders may still personally attend the Annual General Meeting and
exercise their shareholder rights. Personal attendance is considered to serve
as a revocation of the proxy authorisation. The aforementioned instructions
concerning the granting of proxy authorisation also apply analogously to the
revocation of proxy. A special service is available for shareholders. A
representative of the Austrian Shareholder Association IVA, Feldmühlgasse 22/4,
1130 Vienna, will serve as an independent proxy bound to comply with
instructions from the shareholder in exercising the shareholder's voting
rights. On the part of IVA, Mr. Michael Knap has been named to represent these
shareholders at the Annual General Meeting. To authorize Michael Knap to serve
as the proxy, a special proxy form is available for downloading on the Website
of the Company at www.post.at/ir, which must be received by the Company only at
one of the above-mentioned addresses (fax, e-mail, post). In addition, it is
possible for the share-holder to directly contact Mr. Michael Knap by phone at
+43 (0) 1 8763343 - 30, +43 (0) 664 2138740, by fax at +43 (0) 1 8763343 - 39
or by e-mail at michael.knap@iva.or.at. The shareholder is required to
precisely instruct Mr. Michael Knap how he (or a designated authorized
sub-representative) is to exercise the shareholder's voting rights. Mr. Michael
Knap will exercise the voting rights of the shareholder exclusively on the
basis of the instructions submitted by the shareholder. The proxy is to be
considered invalid if no precise instructions are contained in it. Please note
that the proxy does not accept any instructions to speak at the Annual General
Meeting, to voice objections to any resolutions, to pose questions or to make
proposals at the Annual General Meeting.
VI. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118 AND
119 AKTG
1. Additions to the agenda pursuant to Section 109 AktG Shareholders whose
total shareholding equals 5% or more of the Company's share capital may
request in writing that additional items be put on the agenda of this Annual
General Meeting, and that these be made public, provided that these
shareholders held the shares for at least three months prior to making the
request. In addition, such a request shall only be considered if it is
received by the Company in written form no later than March 30, 2017
(midnight) exclusively at the address Austrian Post, Attn: Investor
Relations, Haidingergasse 1, 1030 Vienna. Each request for an additional
item to be put on the agenda must include the proposed resolution and a
statement explaining the reasons for such a proposal. The safe custody
receipt in accordance with Section 10a AktG shall suffice as proof of
shareholder status as the basis for exercising this shareholder right. This
confirmation must confirm that the shareholder requesting an addition to the
agenda has been a holder of the shares for at least three months prior to
submitting such a request. In addition, the safe custody receipt must not be
more than seven days old at the time it is submitted to the Company. In
respect to any other requirements related to the safe custody receipt,
reference is made to the detailed information on the right to participate
(point III).
2. Draft resolutions on agenda items submitted by shareholders pursuant to
Section 110 AktG Shareholders whose aggregate shareholding equals 1% or more
of the Company's share capital may propose draft resolutions in writing in
respect to each item on the agenda for this Annual General Meeting,
accompanied by a statement explaining the reasons for such a proposal, and
may request that these proposals are made available on the Company's website
as entered into the Commercial Register along with the name of the
respective shareholder, the reasons for such a proposal, and, if applicable,
comments made by the Management Board or Supervisory Board. Shareholder
requests of this kind will only be considered if they are sent in written
form and received by the Company no later than April 10, 2017 (midnight),
either per fax at +43 (0) 57767-30409 or to the address Austrian Post, Attn:
Investor Relations, Haidingergasse 1, 1030 Vienna, in which case the request
made in writing is to be attached, for example as a PDF. The safe custody
receipt in accordance with Section 10a AktG shall suffice as proof of
shareholder status as the basis for exercising this shareholder right. In
addition, the safe custody receipt must not be more than seven days old at
the time it is submitted to the Company. In respect to any other
requirements related to the safe custody receipt, reference is made to the
detailed information on the right to participate (point III).
3. The right of shareholders to obtain information pursuant to Section 118 AktG
Every shareholder attending the Annual General Meeting is entitled, upon
request, to be provided with information on matters concerning the Company's
affairs, to the extent that this information is required to enable the
shareholder to properly evaluate the relevant items on the agenda. This
obligation to provide information also covers the Company's legal and
business relations with an associated company as well as the status of the
Group and companies included in the consolidated financial statements. The
Company may refuse to supply such information if, according to sound
business judgment, it could potentially cause material damage to the Company
or to any of its subsidiaries, or if providing such information would
comprise a criminal offense. Generally, the request for information on the
part of shareholders at the Annual General Meeting is to be submitted
orally, but may also be submitted in written form. Any questions that
require longer preparation should, in the interest of holding an efficient
meeting, be submitted in written form to the Management Board in due time
prior to the Annual General Meeting. Questions may be submitted by fax to
+43 (0) 57767-30409 Attn.: Investor Relations or by e-mail investor@post.at.
4. Proposing motions at the Annual General Meeting pursuant to Section 119 AktG
Every shareholder, regardless of the extent of shareholding, is entitled to
bring forward motions in respect to each item on the agenda at the Annual
General Meeting. If several motions have been proposed for one item on the
agenda, the Chairman of the Annual General Meeting determines the order of
voting pursuant to Section 119 Para 2 AktG.
5. Information on the Website Further information on the rights of shareholders
pursuant to Sections 109, 110, 118 and 119 AktG is available on the website
of the Company at www.post.at/ir.
VI. FURTHER DISCLOSURES AND INFORMATION
1. Total number of shares and voting rights At the time of the convocation of
the Annual General Meeting the share capital of the Company amounts to EUR
337,763,190 and is divided into a total of 67,552,638 non-par value shares.
Each share is entitled to one vote. Accordingly, the total number of voting
rights amounts to 67,552,638. At the time of the convocation of the Annual
General Meeting the Company does not hold any treasury shares, either
directly or indirectly.
2. Partial broadcast of the Annual General Meeting on the Internet It is
intended to broadcast the Annual General Meeting on the Internet until the
beginning of the general debate. All shareholders of the Company as well as
the interested public can follow the speech held by the Chairman of the
Management Board and Chief Executive Officer of Austrian Post at the Annual
General Meeting, which will broadcast live on the Internet on April 20, 2017
starting at about 10 a.m. at www.post.at/ir. There will not any additional
broadcast of images or sound from other parts of the Annual General Meeting.
Admission to collect voting cards will begin at 8:30 a.m.
Vienna, March 2017 The Management Board
end of announcement euro adhoc
issuer: Österreichische Post AG
Haidingergasse 1
A-1030 Wien
phone: +43 (0)57767-0
mail: investor@post.at
WWW: www.post.at
sector: Transport
ISIN: AT0000APOST4
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English
Digital press kit: http://www.ots.at/pressemappe/2209/aom
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