EANS-General Meeting: Österreichische Post AG
Invitation to the General Meeting
--------------------------------------------------------------------------------
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,
- Corporate Governance Report,
- Consolidated Financial Statements including the Group Management Report,
- Proposal for the Appropriation of the Balance Sheet Profit,
- Report of the Supervisory Board for the 2016 financial year,
- Draft resolutions concerning items 2-8 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 8 of the agenda -
Exclusion of subscription rights or reverse exclusion of subscription rights,
purchase of own shares (treasury shares),
- Annual Report 2016,
- Amendments to the Articles of Association,
- Documents relating to absentee voting (ballot form, revocation, instruction
sheet),
- 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
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,
- Information 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,
- Information on the shares: number of shares held by the shareholder, ISIN
AT0000APOST4,
- 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 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.
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
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
Further inquiry note:
Austrian Post
Harald Hagenauer
Head of Investor Relations,
Group Internal Audit & Compliance
Phone: +43 (0) 57767-30400
harald.hagenauer@post.at
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
Original content of: Österreichische Post AG, transmitted by news aktuell