OSTERREICHISCHE POST AG
EQS-News: Österreichische Post AG
/ Announcement of the Convening of the General Meeting
Österreichische Post Aktiengesellschaft (Austrian Post) INVITATION to the Annual General Meeting to be held at 10 a.m. CEST on Thursday 21 April 2022 in 1030 Vienna I. HOLDING A VIRTUAL GENERAL MEETING 1. COVID-19 Corporate Law Act (COVID-19-GesG) and the COVID-19 Corporate Law Ordinance (COVID-19-GesV) Accordingly, taking account of the interests of both the Company and the participants, the Annual General Meeting of Österreichische Post Aktiengesellschaft will be held as a virtual Annual General Meeting on 21 April 2022 pursuant to Section 1 Para. 2 COVID-19 Corporate Law Act, hereafter \"COVID-19 Act\" (COVID-19-GesG Federal Law Gazette I No. 16/2020 in the version from the Federal Law Gazette I No. 246/2021) and the COVID-19 Corporate Law Ordinance, hereafter \"COVID-19 Ordinance\" (COVID-19-GesV Federal Law Gazette II No. 140/2020 in the version from the Federal Law Gazette II No. 609/2021). This means that, in line with resolution passed by the Management Board, shareholders and their representatives will not be able to be physically present at the Annual General Meeting of Österreichische Post Aktiengesellschaft to be held on 21 April 2022 (with the exception of special proxy holders pursuant to Section 3 Para. 4 COVID-19 Ordinance). The virtual Annual General Meeting held at the 1030 Vienna address will only be physically attended by the Chair of the Supervisory Board, the Chair of the Management Board and other members of the Management Board, the civil law notary and the four special proxy holders proposed by the Company. Holding the Annual General Meeting of Österreichische Post Aktiengesellschaft as a virtual Annual General Meeting in line with the COVID-19 Ordinance has resulted in modifications to the procedures at the Annual General Meeting as well in how shareholders may exercise their rights. Voting rights, the right to propose motions and the right to raise objections can only be exercised exclusively via proxy authorisation and instructions given to one of the special proxy holders proposed by the Company pursuant to Section 3 Para. 4 COVID-19 Ordinance. The right to obtain information can be exercised by shareholders during the virtual Annual General Meeting by way of electronic communications i.e. exclusively in writing via e-mail sent directly to the e-mail address fragen.post@hauptversammlung.at of the Company, provided that the shareholders have transmitted their deposit certificates to the Company on time pursuant to Section 10a Austrian Stock Corporation Act (hereafter \"AktG\") in accordance with Section IV. of this Invitation to the Annual General Meeting and have authorised a special proxy holder in accordance with Section VI. of this Invitation to the Annual General Meeting. 2. Transmission of the Annual General Meeting on the Internet This broadcast is permissible under valid data protection laws in light of the legal foundation provided by Section 3 Para. 1, 2 and 4 COVID-19 Ordinance.
All shareholders of the Company can participate in the Annual General Meeting as a virtual Annual General Meeting live on the Internet starting at 10 a.m. CEST on 21 April 2022 by making use of suitable technical devices (e.g. a computer, laptop, tablet or smart phone as well as an Internet connection with sufficient bandwidth for the streaming of videos) at post.at/ir. It is not required to register for or log in in order to follow the Annual General Meeting. It must be pointed out that the live transmission as a virtual Annual General Meeting does not enable any remote participation (Section 102 Para. 3 (2) AktG), nor does it allow for remote voting (Section 102 Para. 3 (3) AktG and Section 126 AktG) and that the transmission on the Internet is not a two-way connection. For this reason, the individual shareholders will only be able to follow the developments at the Annual General Meeting. For this reason, shareholders will not be able to speak at the Annual General Meeting via this connection. Furthermore, it should also be noted that the Company is only responsible for the use of technical means of communication if these communications media are attributable to its sphere of influence (Section 2 Para. 6 COVID-19 Ordinance). Reference is also made to the information provided on the organisational and technical requirements for participation in the Annual General Meeting pursuant to Section 3 Para. 3 in connection with Section 2 Para. 4 COVID-19 Ordinance (\"Information on Participation.\") II. AGENDA 1. Presentation of the annual financial statements including the Management Report and Corporate Governance Report, the consolidated financial statements including the Group Management Report, the Proposal on the Appropriation of the Balance Sheet Profit, the Non-Financial Report and the Report of the Supervisory Board for the 2021 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 2021 financial year 4. Resolution on the discharge of the members of the Supervisory Board for the 2021 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 2022 financial year 7. Resolution on the Remuneration Report 8. Elections to the Supervisory Board 9. 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 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 reduce the share capital by redeeming these treasury shares with no further resolution required of the Annual General Meeting. 10. Resolution on an amendment to the Articles of Association in Article 2 \"Corporate Objectives, Objects of the Business\" as well as an amendment to the Articles of Association in Article 18 \"General Shareholders' Meeting - Participation\" by adding a new Para. 4 \"Remote Participation\" and an amendment to Article 20 \"General Shareholders' Meeting - Voting Rights, Resolutions\" by adding the new paragraphs 5 to 8.
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, AVAILABILITY OF INFORMATION ON THE COMPANY WEBSITE - Invitation to the Annual General Meeting - Information on Participation: information on the organisational and technical prerequisites for participation in the virtual Annual General Meeting pursuant to Section 3 Para. 3 in connection with Section 2 Para. 4 COVID-19 Ordinance, - Proposed Resolutions to the Annual General Meeting, - Forms - Proxy Authorisation and Instructions for the Special Proxies - Revocation of Proxy Form - Question Form - Presentation of the Annual (Consolidated) Financial Statements - Consolidated Financial Statements including the Management Report 2021 - Annual Financial Statements including the Management Report 2021 - Annual Report 2021 - Annual Financial Report 2021 - Corporate Governance Report 2021 - Report of the Supervisory Board for the 2021 Financial Year - Non-Financial Report 2021 - Documents on Resolutions on Agenda Items - Agenda Item 2: Proposal for the Appropriation of the Balance Sheet Profit - Agenda Item 7: Remuneration Report 2021 - Agenda Item 8: Curriculum Vitae and Declaration of Felicia Kölliker - Agenda Item 8: Curriculum Vitae and Declaration of Sigrid Stagl - Agenda Item 8: Curriculum Vitae and Declaration of Carola Wahl - Agenda Item 9: Acquisition of Treasury Shares - Report of the Management Board - Agenda Item 10: Amendments to the Articles of Association - Absentee Voting - Ballot Form - Revocation of Votes Cast - Information on Absentee Voting by Mail - Questions and Answers on Absentee Voting IV. RECORD DATE AND PRE-REQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL MEETING The deposit certificate (safe custody receipt) 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 15 April 2022 (12:00 midnight, CEST) exclusively via one of the following communication channels and addresses: (i) for transmitting the deposit certificate in text form, which is sufficient pursuant to Section 18 Para. 2 Articles of Association
By fax: +43 (0) 1 8900 500 - 75 (ii) for transmitting the deposit certificate in written form
By post or courier Österreichische Post Aktiengesellschaft The designation of a special proxy and the exercising of the shareholder's right to obtain information cannot be carried out effectively unless the deposit certificate is received by the Company in a timely manner. Shareholders are requested to contact their depositary bank and arrange for the issuance and transmission of a deposit certificate. The record date has no effect on the saleability of the shares and has no bearing on dividend rights. Deposit certificate pursuant to Section 10a AktG - Information on the issuer: name/company and address or code commonly used in business transactions between banks (SWIFT code), - Information on the shareholder: name/company, address, date of birth for natural persons, if applicable register and registration number for legal persons, - Securities custody account number or another designation, - Information on the shares: number of shares held by the shareholder, ISIN AT0000APOST4 (securities identification number commonly used internationally), and the - Date or period of time to which the deposit certificate refers to. The deposit certificate as evidence of the shareholding and as the basis for participating at the Annual General Meeting must refer to the end of the record date of 11 April 2022 (12:00 midnight, CEST).
The deposit certificate will be accepted in German or in English. The 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 - 30400 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 31 March 2022 under the menu item \"Annual General Meeting\". 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 15 April 2022 at the latest by the notary public Mr. Rupert Brix at his postal address P.O. Box 29, 8230 Hartberg, Austria. Mr. Brix is serving as the authorised recipient of ballots on behalf of Österreichische Post Aktiengesellschaft for purposes of absentee voting by mail. 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 (11 April 2022), and supply proof of such to the Company, i.e., the Company has received a deposit certificate pursuant to Section 10a AktG no later than 15 April 2022 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 deposit certificate pursuant to Section 10a AktG as described above. 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 the content 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 under the menu item \"Annual General Meeting\" in cases in which the Company receives admissible motions from shareholders involving additions to the agenda pursuant to Section 109 AktG no later than 31 March 2022 and/or admissible motions involving resolutions pertaining to items on the agenda pursuant to Section 110 AktG by no later than 11 April 2022.
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 Mr. Rupert Brix by fax at 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. If a shareholder has granted authorisation to a special proxy holder pursuant to Section 3 Para. 4 COVID-19 Ordinance in line with the stipulations contained in this Invitation to the Annual General Meeting and this shareholder has already cast his votes within the context of absentee voting, the special proxy can only exercise the voting right and the right to raise objections at the Annual General Meeting if the shareholder has rescinded his votes in a timely manner, i.e., no later than 20 April 2022 as described above. Otherwise, the special proxy can only propose motions at the virtual Annual General Meeting pursuant to Section 3 Para. 4 COVID-19 Ordinance. It is expressly pointed out that the right to obtain information pursuant to Section 118 AktG during the Annual General Meeting can also be exercised by the shareholders themselves by conveying questions per e-mail directly to the Company when the shareholder has already cast his or her votes per absentee voting. VI. AUTHORISATION TO A SPECIAL PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED Proposing a motion, submitting votes and raising objections at the virtual Annual General Meeting of Österreichische Post Aktiengesellschaft on 21 April 2022 can only be exercised via one of the special proxies pursuant to Section 3 Para. 4 COVID-19 Ordinance. The following persons who are suitably qualified and are independent of the Company have been proposed:
(i) Marie-Agnes Arlt, Attorney-at-Law
(iii) Ewald Oberhammer, Attorney-at-Law It is not permitted to grant proxy authorisation to another person pursuant to Section 3 Para. 4 COVID-19 Ordinance.
In order to grant authorisation to the special proxies, a separate proxy authorisation form can be downloaded on the Website of the Company at post.at/ir no later than 31 March 2022. It is expressly requested to use only this proxy authorisation form. The possibility to personally confer proxy authorisation at the location of the Annual General Meeting is expressly excluded. VII. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118 AND 119 AKTG 1. Additions to the agenda submitted by shareholders pursuant to Section 109 AktG 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 proposed agenda item and resolution, but not the statement explaining the reasons for this resolution, is also required to be submitted in German in any case. The deposit certificate 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 deposit certificate must not be more than seven days old at the time it is submitted to the Company. In the case of several deposit certificates for shares which together comprise a shareholding of 5% or more in the Company, these deposit certificates must refer to the same point in time (day, time). In respect to any other requirements related to the safe custody receipt, reference is made to the detailed information on the right to participate (Section IV.). 2. Draft resolutions on agenda items submitted by shareholders pursuant to Section 110 AktG
In the case of a proposal for the election of a Supervisory Board member, the declaration of the nominated person pursuant to Section 87 Para. 2 AktG shall suffice in place of the explanatory document. With respect to any other requirements related to the deposit confirmation, reference is made to the detailed information provided on the right to participate (Section IV.). 3. Information pursuant to Section 110 Para. 2 (2) in connection with Section 86 Para. 7 and 9 AktG Section 86 Para. 7 AktG is applicable to Österreichische Post AG. Following the last election, the Supervisory Board of Österreichische Post AG currently consists of eight members (shareholder representatives) elected by the Annual General Meeting and four members designated by the Central Works Council pursuant to Section 110 Austrian Labour Constitution Act. Four of the shareholder representatives on the Supervisory Board are men and four are women. The four employee representatives consist of three men and one woman. It should be noted that an objection was filed by the majority of the shareholder representatives on the Supervisory Board more than six weeks before the Annual General Meeting pursuant to Section 86 Para. 9 AktG. For this reason, there will be a separate fulfilment of the quota regulation pursuant to Section 86 Para. 7 AktG. Section 9 Para. 1 of the Articles of Association of Österreichische Post AG stipulate that the Supervisory Board has to consist of a minimum of four members and a maximum of ten members elected by the Annual General Meeting and appointed by the Works Council pursuant to Section 110 Para 1 Labour Constitution Act. If shareholders submit an election proposal with respect to item 8 on the agenda \"Elections to the Supervisory Board,\" they must take into consideration that, after the elections to the Supervisory Board are carried out on 21 April 2022, at least two women serving as shareholder representatives must be represented on the Supervisory Board. 4. The right of shareholders to obtain information pursuant to Section 118 AktG 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. The prerequisite for exercising the right of shareholders to obtain information is providing proof of entitlement to participate (Section IV. of this Invitation to the Annual General Meeting) and by granting suitable authorisation to the special proxy holders (Section VI. of this Invitation to the Annual General Meeting). It is expressly pointed out that the right of shareholders themselves to obtain information and the right to speak during this virtual Annual General Meeting can only be exercised by the shareholders by electronic mail via a direct transmission of the questions or the statement to be spoken. In this case, the e-mail may only be sent to the Company exclusively at the e-mail address fragen.post@hauptversammlung.at.
Shareholders are requested to convey all questions in writing per e-mail in advance to the address fragen.post@hauptversammlung.at and do so in a timely manner so that the questions are received by the Company no later than the third working day before the Annual General Meeting, namely 15 April 2022. In this way, you will enable the Management Board to make precise preparations and quickly respond to the questions posed by you. Please make use of the question submission form, which will be accessible on the Website of the Company at post.at/ir no later than 31 March 2022. If this question form is not used, the person (name/company, date of birth/commercial registry number of the shareholder) must be named in the respective e-mail. In this case, please also provide your securities custody account number in the e-mail in order to enable the Company to determine the identity and conformity with the deposit certificate. Please note that appropriate time limitations may be imposed by the Chair of the Supervisory Board during the Annual General Meeting.
More detailed information and the modalities of exercising the shareholders' right to obtain information pursuant to Section 118 AktG are included in the Information on Participation. The point in time until which instructions provided to the special proxy holders to propose motions will be determined during the course of the virtual Annual General Meeting by the Chair of the Supervisory Board. The pre-requisite for bringing forward motions is proof of the entitlement to participate in the Annual General Meeting in line with the information provided in this invitation to the Annual General Meeting and the granting of a corresponding proxy authorisation to the special proxy pursuant to point VI. of this Invitation to the Annual General Meeting. A shareholder proposal relating to the election of a Supervisory Board member requires the timely submission of a draft resolution pursuant to Section 110 AktG. Individuals can only be nominated for election to the Supervisory Board (item 8 on the agenda) by shareholders whose collective shareholding totals at least 1% of the Company's share capital. Such election proposals must be received by the Company no later than 11 April 2022 and in the manner designated above (Section VI. Para. 2). Each election proposal must be accompanied by the declaration of the nominated candidate pursuant to Section 87 Para. 2 AktG about her or his professional qualifications, professional or similar functions as well as all circumstances which could give rise to a cause of concern pertaining to the candidate's partiality. Otherwise, the shareholder proposal concerning the election of a Supervisory Board member will not be taken into consideration in the voting.
More detailed information and the modalities of exercising the shareholders' right to propose motions to Section 119 AktG are included in the Information on Participation. 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. Österreichische Post Aktiengesellschaft is the responsible body for processing data. Österreichische Post Aktiengesellschaft 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 Österreichische Post Aktiengesellschaft which is required to carry out the contracted service, and exclusively process the data in accordance with the instructions provided by Österreichische Post Aktiengesellschaft. If legally required, Österreichische Post Aktiengesellschaft has concluded a data privacy agreement with these service companies. If a shareholder takes part in the Annual General Meeting, all shareholders attending and their representatives who are present, the Management Board and Supervisory Board members, the notary public and all other individuals with the legal right to participate are allowed to take a look at the legally stipulated 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). Österreichische Post Aktiengesellschaft 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 120 AktG). Further information on data privacy is contained in the Data Protection Policy on the Website of Österreichische Post Aktiengesellschaft at post.at.
Total number of shares and voting rights At the time of the convocation of the virtual Annual General Meeting, the share capital of the Company amounts to EUR 337,763,190.00 and is divided into a total of 67,552,638 non-par value shares. Each share is entitled to one vote at the virtual Annual General Meeting. 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.
Different classes of shares do not exist.
Austrian Post
24.03.2022 |
| Language: | English |
| Company: | Österreichische Post AG |
| Rochusplatz 1 | |
| 1030 Vienna | |
| Austria | |
| Phone: | +43 577 67 - 30400 |
| E-mail: | investor@post.at |
| Internet: | www.post.at |
| ISIN: | AT0000APOST4 |
| WKN: | A0JML5 |
| Listed: | Vienna Stock Exchange (Official Market) |
| End of News | EQS News Service |
1311119 24.03.2022
