EANS-General Meeting: Österreichische Post AG
Resolutions of the General
Meeting
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11.04.2019
Publication of the resolution passed by the Annual General Meeting on April 11,
2019
with respect to authorisation granted to the Management Board to acquire the
Company's own shares pursuant to Section 65 Para. 1 (4) and (8) and Para. 1a and
1b Austrian Stock Corporation Act (AktG) in conjunction with Section 119 Para. 9
Austrian Stock Exchange Act and Section 2 Para. 2 Austrian Publication
Regulation
At the Annual General Meeting of Österreichische Post Aktiengesellschaft
(Austrian Post), Vienna, held on April 11, 2019, the following resolution was
passed with respect to item 7 on the agenda:
a) In accordance with Section 65 Para 1 (4) and (8) as well as Para 1a and 1b
AktG, the Management Board is authorised to acquire non-par value bearer or
registered shares of the company, with this to amount to up to 10% of the
company's share capital, with this authorisation to be for a period of 30
months, thus up until October 10, 2021, and with this to be performed on or
outside exchanges, and with these to be offered for purchase in such cases to
individual shareholders or to a single shareholder, with this especially to be
Österreichische Beteiligungs AG, and with this to be at a lowest equivalent
value of EUR 20 (twenty euros) per share, and with this to be at a highest
equivalent value of EUR 60 (sixty euros) per share.
The trading in treasury shares is excluded as the objective of the acquisition.
The authorisation can be exercised in two or more partial amounts and for the
purposes of realising one or more than one objective of the company. This
realisation may also be undertaken by a subsidiary (Section 228 Para 3 Austrian
Commercial Code) or by a third party acting on a paid commission basis on behalf
of the company. The undertaking of the acquisition by the Management Board may
especially be performed in cases in which the shares are to be offered to
employees, senior managers and members of the Management Board of the company or
of one affiliated with it in conjunction with an employee participation
programme, with a stock option programme and/or for purposes of being issued to
a private foundation, whose primary purpose is to hold and administer shares for
one or more of the above-mentioned persons (for example an employee
participation foundation pursuant to Section 4d Para. 4 Income Tax Act.
b) The Management Board of Austrian Post can resolve to make this acquisition on
an exchange. In such cases, the Supervisory Board has to be informed on an ex
post facto basis of this resolution. An acquisition not made via an exchange
requires the prior approval of the Supervisory Board. In a case of an
acquisition not made on the exchange, this acquisition can be undertaken in a
way excluding the proportionate right of sale (converse exclusion of right of
procurement).
c) The Management Board is authorised for a term of five years, with this
starting upon the passing of the resolution, with this according to Section 65
Para 1b AktG, with this requiring approval by the Supervisory Board, and with
this not demanding the Annual General Meeting's passing of a resolution, to pass
a resolution stipulating that treasury shares are to be sold or used in a way
other than their sale via an exchange or via the making of a public offer, with
this to appropriately heed the rules established for the exclusion of
subscription rights held by shareholders, with this especially applying to
shares to be offered to employees, senior managers and members of the Management
Board of the company or of one affiliated with it in conjunction with an
employee participation programme or with a stock option programme and/or issued
to a private foundation constituted for purposes of employee participation (for
example an employee participation foundation pursuant to Section 4d Para. 4
Income Tax Act). The Management Board is also authorised to establish the
conditions of sale. The authorisation can be exercised in two or more partial
amounts and for the purposes of realising one or more than one objective of the
company. This realisation may also be undertaken by a subsidiary (Section 228
Para 3 Austrian Commercial Code) or by a third party acting on a paid commission
basis on behalf of the company.
d) The Management Board is also authorised, should the Supervisory Board so
consent and should such be required, to reduce the share capital. This is to be
undertaken through the withdrawal of treasury shares and does not require the
Annual General Meeting's passing a resolution, in accordance with Section 65
Para 1 (8) last sentence and in connection with Section 122 AktG. The
Supervisory Board is authorised to resolve alterations in the Articles of
Association arising from the withdrawal of shares.
e) This resolution includes revoking the corresponding authorisation granted to
the Management Board 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.
Vienna, April 2019 The Management Board
Österreichische Post Aktiengesellschaft (Austrian Post)
Vienna, FN 180219 d
ISIN AT0000APOST4
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
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issuer: Österreichische Post AG
Rochusplatz 1
A-1030 Wien
phone: +43 (0)57767-0
FAX:
mail: investor@post.at
WWW: www.post.at
ISIN: AT0000APOST4
indexes: ATX
stockmarkets: Wien
language: English
Original content of: Österreichische Post AG, transmitted by news aktuell