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
The deposit certificate is to be issued by the credit institution maintaining
the custody account which is 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 (Section 10a Para. 2 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
* 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)
* 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 5 April 2021 (12:00 midnight, CEST).
The deposit certificate will be accepted in German or in English.
V. 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.
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 [http://www.post.at/ir] no later than 25 March
2021 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 12 April 2021 by the notary public Mr. Rupert Brix at
his postal address P.O. Box 19, 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, 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 12 April 2021 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 [http://www.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 25 March 2021 and/or admissible motions
involving resolutions pertaining to items on the agenda pursuant to Section 110
AktG by no later than 6 April 2021.
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 +43 (0) 512 46 11 - 28 no later than the end of day on 14 April 2021.
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 14 April 2021 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
VI. AUTHORISATION TO A SPECIAL PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED
Every shareholder entitled to participate in the virtual Annual General Meeting
in accordance with the COVID-19 Act and the COVID-19 Ordinance and who has
provided sufficient proof to the Company as described in point IV of this
invitation has the right to appoint and authorise a special proxy.
Proposing a motion, submitting votes and raising objections at the virtual
Annual General Meeting of Österreichische Post Aktiengesellschaft on 15 April
2021 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) Mag. Ewald Oberhammer, Attorney-at-Law
c/o Oberhammer Rechtsanwälte GmbH
Karlsplatz 3/1, 1010 Vienna
(ii) Dr. Wolfgang Renner, Attorney-at-Law
c/o Renner Wildner Bauer Rechtsanwälte
Gonzagagasse 11, 1010 Vienna
(iii) Dr. Michael Knap
c/o Austrian Shareholder Association, IVA
Feldmühlgasse 22, 1130 Vienna
(iv) MMag. Thomas Niss, MBA
c/o Coown Technologies GmbH, Own360
Gußhausstraße 3/2, 1040 Vienna
Every shareholder can select one of the four above-mentioned individuals to
serve as his or her special proxy and confer proxy authorisation on this special
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
[http://www.post.at/ir]. It is expressly requested to use only this proxy
The rules contained in the Information on Participation for conferring
authorisation on proxies, the stipulated means of conveying authorisation and
relevant deadlines must be complied with. The possibility to personally confer
proxy authorisation at the location of the Annual General Meeting is expressly
VII. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118 AND
1. Additions to the agenda submitted by shareholders pursuant to Section 109
Shareholders whose total shareholding equals at least 5% 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 by post or courier no later than 25 March 2021
(12:00 midnight, CEST) exclusively at the address Österreichische Post
Aktiengesellschaft, Attn: Investor Relations, Rochusplatz 1, 1030 Vienna. Or as
an alternative, the request can be transmitted by e-mail, with a qualified
electronic signature, to the e-mail address firstname.lastname@example.org [email@example.com]
or by SWIFT to the address GIBAATWGGMS. "In written form" means that it contains
the personal signature or corporate signature of every applicant or, if sent by
e-mail, the qualified electronic signature, or if conveyed via SWIFT, the
Message Type MT598 or MT599, in which case ISIN AT0000APOST4 must be included in
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, are 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
(MORE TO FOLLOW) Dow Jones Newswires
March 17, 2021 04:58 ET (08:58 GMT)