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Österreichische Post Aktiengesellschaft
Vienna, FN 180219 d (Commercial Register Number FN 180219 d)
We would like to hereby invite our shareholders to the
Annual General Meeting
of Österreichische Post Aktiengesellschaft ("Austrian Post")
to be held at 10 a.m. on Thursday, April 11, 2019
in Hall F, Wiener Stadthalle, Roland Rainer Platz 1, 1150 Vienna, Austria.
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 2018 financial
2. Resolution on the appropriation of the balance sheet profit
3. Resolution on the discharge of the members of the Management Board for the
2018 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2018 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 2019 financial
7. 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
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 required by the Annual General Meeting;
d) whilst revoking the corresponding authorisation to acquire the company's own
shares in accordance with the resolution on item 8 of the agenda passed by the
Annual General Meeting on April 20, 2017
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, AVAILABILITY OF INFORMATION ON THE
In particular, the following documents will be available on the website of the
company at post.at/ir no later than March 21, 2019:
* Annual Financial Statements including the Management Report,
* Corporate Governance Report,
* Consolidated Financial Statements including the Group Management Report,
* Proposal for the Appropriation of the Balance Sheet Profit,
* Separate Non-Financial Report,
* Report of the Supervisory Board for the 2018 financial year,
* Proposed resolutions concerning items 2 to 7 on the agenda,
* Report 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 7 of the agenda -
exclusion of subscription rights or reverse exclusion of subscription rights,
purchase of own shares (treasury shares)
* Annual Report 2018,
* Documents relating to absentee voting (ballot form, revocation, instruction
* Proxy authorisation forms,
* Revocation of proxy form,
* Complete text of this Invitation to the Annual General Meeting.
III. RECORD DATE AND PRE-REQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
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 1, 2019 (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
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 8, 2019 (12 p.m.
midnight, CEST, local Vienna time) exclusively via one of the following
communication channels and addresses:
(i) for transmitting the safe custody receipt in text form, which is sufficient
pursuant to Section 18 Para. 2 Articles of Association
By fax +43 (0) 1 8900 500 - 75
By e-mail firstname.lastname@example.org
(please send the deposit confirmation as a PDF file)
(ii) for transmitting the safe custody receipt in written form
By post or courier Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
Re: Post HV
8242 St. Lorenzen/Wechsel, Köppel 60, Austria
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599, the text must include the following: ISIN
Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a safe custody receipt.
The record date has no effect on the saleability of the shares and has no
bearing on dividend rights.
Safe custody receipt pursuant to Section 10a AktG
The safe custody receipt (deposit confirmation) 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,
* Information on the shareholder: name/company, address, date of birth for
natural persons, register and registration number for legal persons,
* Information on the shares: number of shares held by the shareholder,
* Securities custody account number or another designation,
* Date 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 1, 2019 (12 p.m. midnight, CEST, local Vienna time).
The safe custody receipt will be accepted in German or in English.
Proof of identity
For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
If you attend the Annual General Meeting as a proxy, please take the proxy
authorisation with you in addition to the official photo identification. If the
original copy of the letter of authorisation has already been transmitted to the
company, you will facilitate access to the Annual General Meeting if you bring a
copy of the proxy authorisation.
Austrian Post reserves the right to verify the identity of the people appearing
at the Annual General Meeting. Entry can be denied if validation of identity is
IV. 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 form and
the instruction sheet will also be available for downloading on the company's
website at post.at/ir no later than
March 21, 2019.
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 form (ballot) with the original signature of the shareholder must
be received no later than April 8, 2019 at the latest by the notary Rupert Brix
at his PO Box 20, 8230 Hartberg, Austria. Mr. Brix is serving as the authorised
recipient of ballots on behalf of Austrian Post for purposes of absentee voting
It is expressly pointed out that the pre-requisite for being entitled to voting
by mail is limited to shareholders who are in possession of shares on the record
date, and supply proof of such to the company, i.e. the company has received a
safe custody receipt pursuant to Section 10a AktG no later than April 8, 2019 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 null and void 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 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 21, 2019 and/or admissible
motions involving resolutions pertaining to items on the agenda pursuant to
Section 10 AktG by no later than April 2, 2019.
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 Rupert Brix by fax at +43 (0)
512 46 11 - 28 no later than the end of day on April 10, 2019.
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 10, 2019 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
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, Köppel 60, Austria
By fax: +43 (0) 1 8900 500 - 75
By e-mail email@example.com
(Please send the proxy authorisation as a PDF file)
The appointment of a proxy holder must be received by the company no later than
April 10, 2019 (4:00 p.m., CEST, local Vienna time) 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 post.at/ir. In order to ensure problem-free
processing, we request that you only use the forms which have been made
Details on appointing a proxy, especially the text form and contents of the
proxy, are derived from the proxy authorization form made available to
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
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.
Independent proxy holder
A special service is available for shareholders. A representative of the
Austrian Shareholder Association IVA, Feldmühlgasse 22/4, 1130 Vienna, Austria,
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. Wilhelm Rasinger
has been named to represent these shareholders at the
Annual General Meeting. To authorize Mr. Wilhelm Rasinger to serve as the proxy,
a special proxy form is available for downloading on the website of the company
at 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
shareholder to directly contact Mr. Wilhelm Rasinger of IVA 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 firstname.lastname@example.org.
The shareholder is required to precisely instruct Mr. Wilhelm Rasinger how he
(or a designated authorized sub-representative) is to exercise the shareholder's
voting rights. Mr. Wilhelm Rasinger 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
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 will be put on the agenda
of this Annual General Meeting, and that these will 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 21, 2019 (12 p.m.
midnight, CEST, local Vienna time) exclusively at the address Österreichische
Post Aktiengesellschaft, Attn: Investor Relations, Rochusplatz 1, 1030 Vienna,
Austria. 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 Article 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. Proposed 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 forward proposals for 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 2, 2019 (12 p.m. midnight, CEST, local Vienna time) either per fax at
+43 (0) 1 400220906 or to the address Österreichische Post Aktiengesellschaft,
Attn: Investor Relations, Rochusplatz 1, 1030 Vienna, Austria, or per e-mail to
email@example.com, in which case the request made in writing is to be attached to
the e-mail, for example as a PDF.
The safe custody receipt in accordance with Article 10a AktG shall suffice as
proof of shareholder status as the basis for exercising this shareholder right.
This 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
Generally, the request for information on the part of shareholders at the Annual
General Meeting is to be submitted verbally but may also be submitted in written
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) 1 400220906 Attn.: Investor Relations or by e-mail to:
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. 3 AktG.
6. 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 post.at/ir.
7. Information on the data privacy of shareholders
Austrian Post processes the personal data of shareholders (in particular the
information pursuant to Section 10a Para. 2 AktG i.e. name, address, date of
birth, number of the securities custody account, number of shares held by the
shareholder, type of share if applicable, number of the voting card as well as
the name and date of birth of the designated proxy, if applicable) on the basis
of legally valid data privacy regulations, especially the EU's General Data
Protection Regulation (GDPR) as well as the Austrian Data Protection Act, in
order to enable shareholders to exercise their rights at the Annual General
The processing of the personal data of shareholders is absolutely necessary for
the participation of shareholders and their representatives in the Annual
General Meeting pursuant to the Austrian Stock Corporation Act. The legal
foundation for data processing is thus Article 6 (1) c) GDPR.
Austrian Post is the responsible body for processing data. Austrian Post uses
external service companies such as notaries public, lawyers, banks and IT
service providers for the purpose of holding the Annual General Meeting. They
only receive the personal data from Austrian Post which is required to carry out
the contracted service, and exclusively process the data in accordance with the
instructions provided by Austrian Post. If legally required, Austrian Post has
concluded a data privacy agreement with these service companies.
If a shareholder takes part in the Annual General Meeting, all shareholders and
their representatives who are present, the Management Board and Supervisory
Board members, the notary and all other individuals with the legal right to
participate are allowed to take a look at the legally required list of
participants (Section 117 AktG) and thus also see the personal data included in
the list (e.g. name, place of residence, number of shares). Austrian Post is
also legally obliged to submit personal shareholder data (especially the list of
participants) to the Commercial Register as part of the notarial record (Section
Further information on data privacy is contained in the "Austrian Post Privacy
Policy" on the Website of Austrian Post at post.at.
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 337,763,190.0 and is divided into a total of
67,552,638 non-par value shares. Each share is entitled to one vote.
Accordingly, at the time of the convocation of the Annual General Meeting, the
number of voting rights amounts to 67,552,683 votes. 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 at the Annual General
Meeting, which will be broadcast live on the Internet on April 11, 2019 starting
at about 10 a.m. at post.at/ir. No further broadcast of images or sound from
other parts of the Annual General Meeting will take place.
Admission to collect voting cards will begin at 8:30 a.m.
Vienna, March 2019
The Management Board
end of announcement euro adhoc
issuer: Österreichische Post AG
phone: +43 (0)57767-0
Digital press kit: http://www.ots.at/pressemappe/2209/aom
Akt. Indikation: 36.73 / 36.75
Veränderung zu letztem SK: -1.19%
Letzter SK: 37.18 ( 1.81%)
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