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 CONVOCATION The shareholder Österreichische Industrieholding Aktiengesellschaft, Vienna, Commercial Register Number FN 80286 v, has requested that an Extraordinary General Meeting be held pursuant to Section 105 Para. 3 Austrian Stock Corporation Act (AktG). Based on this convocation request, we would like to hereby invite our shareholders to the Extraordinary General Meeting of Austrian Post to be held on October 11, 2012 at 9:30 a.m. in the EMS Lounge, Dietrichgasse 25, 1030 Vienna. The documents and information for this Extraordinary General Meeting are available on the Website of the Company at www.post.at/ir. In the light of the expected short duration of this Extraordinary General Meeting, please note that only refreshments will be provided. I. AGENDA Election of a Member to the Supervisory Board II. RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING The right to participate in the Extraordinary General Meeting and to exercise voting rights and all other shareholder rights in the course of the Extraordinary General Meeting depend on the shares held at the end of day on October 1, 2012 (record date). Participation in the Extraordinary 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 deposit confirmation (custody account confirmation) pursuant to Section 10a Austrian Stock Corporation Act (AktG) shall suffice as proof of shareholding on the record date. This confirmation of holdings must be received by the Company no later than October 8, 2012 at one of the following addresses: By fax: +43 (0) 1 8900 500 - 75 By E-mail: anmeldung.post@hauptversammlung.at By SWIFT: GIBAATWGGMS (Message type MT599; you must include a reference to ISIN AT0000APOST4 in the text) By mail: c/o HV-Veranstaltungsservice GmbH, Re: EGM Austrian Post, Waldgasse 9, 2443 Stotzing III. DEPOSIT CONFIRMATION PURSUANT TO SECTION 10a AKTG The deposit confirmation (custody account 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: 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, register and registration number for legal persons, - Information on the shares: number of shares held by the shareholder, ISIN AT0000APOST4, - Custody account number, - Date or period of time to which the deposit confirmation refers to. The deposit confirmation as proof of the shareholdings must refer to the above-mentioned record date of October 1, 2012, serving as the deadline for submission of proof. The deposit confirmation will be accepted in German or in English. IV. ABSENTEE VOTING BY MAIL Every shareholder is entitled to take part in the upcoming Extraordinary General Meeting by voting on the resolutions contained in the agenda 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, 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 www.post.at/ir no later than September 20, 2012. 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 by October 10, 2012 at the latest by the notary public Rupert Brix at his postal address Seilerstätte 28, 1010 Vienna. Mr. Brix is serving as the authorised recipient of ballots on behalf of Austrian Post for purposes of absentee voting by mail. The notary public Rupert Brix will note on the envelope or on the ballot the precise time in which the ballot was received and will ensure that the voting behaviour of the shareholder taking advantage of absentee voting by letter is neither made known to the Management Board nor to the Supervisory Board nor to the other shareholders before the voting takes place at the Extraordinary General Meeting. 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 Extraordinary 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 September 22, 2012 and/or admissible motions involving resolutions pertaining to items on the agenda pursuant to Section 110 AktG by no later than October 2, 2012. Shareholders voting by mail will naturally not be in a position to react to any events taking place at the Extraordinary General Meeting or to vote on new resolutions proposed within the context of the Extraordinary General Meeting. 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) 1 512 46 11 - 28 no later than the end of day on October 10, 2012. A shareholder who attends the Extraordinary 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 Extraordinary General Meeting if he has rescinded his right to vote by mail in a timely manner, i.e. no later than October 10, 2012 as described above. The failure to revoke the absentee ballot precludes the shareholder from exercising his shareholder rights at the Extraordinary General Meeting. In this case, the shareholder will not have the right to speak or pose question, 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 Extraordinary General Meeting. There are no other ways of raising objections. 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 confirmation (deposit certificate) pursuant to Section 10a AktG no later than October 8, 2012 at one of the aforementioned addresses. Shareholders who want to take part in the Extraordinary General Meeting by using the opportunity of absentee voting by mail must ensure the timely issuance and transmission of a deposit confirmation pursuant to Section 10a AktG as described above - similar to the procedure required of shareholders who want to personally attend. V. PARTICIPATION BY PROXY Every shareholder entitled to participate in the Extraordinary General Meeting 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. It is also possible to appoint several proxy holders. The appointment of a proxy holder must be received by the Company no later than October 10, 2012 at 4:00 p.m., exclusively at one of the following addresses: By fax: +43 (0) 1 8900 500 - 75 By E-mail: anmeldung.post@hauptversammlung.at, in which case the proxy must be attached to the E-Mail in text form, for example as a PDF file By mail: c/o HV-Veranstaltungsservice GmbH, Re: EGM Austrian Post, Waldgasse 9, 2443 Stotzing Only on the day of the Extraordinary General Meeting: Personally - when registering for the Extraordinary General Meeting at the designated meeting place. The aforementioned requirements for appointing a proxy holder shall apply analogously for the revocation of the proxy. A form for the appointment (or revocation) of a proxy holder will be sent to shareholders upon request, or can be downloaded from the Company's Website at www.post.at/ir. If a shareholder has appointed his/her depositary bank, the bank only needs to submit notification of its appointment as the proxy holder in addition to the deposit confirmation. The stipulations contained in Section 10a Para. 3 AktG apply analogously to submitting this declara-tion. It is important to note that the Company, the members of the Management Board and Supervisory Board will not exercise proxy voting rights assigned to them by shareholders exercising their shareholder rights at the Extraordinary General Meeting. 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. 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, mail). In addition, it is possible for the shareholder 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 Extraordinary General Meeting, to voice objections to any resolutions, to pose questions or to make proposals at the Extraordinary General Meeting. VI. NOTE REFERRING TO THE RIGHTS OF SHARHOLDERS PURSUANT TO SECTIONS 109, 110 and 118 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 the Extraordinary 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 September 22, 2012 at the address Austrian Post, Attn: Haidingergasse 1, 1030 Vienna. Deposit confirmation (deposit certificates) 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 (5% of the share capital) 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 confirmation must not be more than seven (7) days old at the time it is submitted to the Company. In respect to any other requirements related to the custody account confirmation, reference is made to the detailed information on the right to participate. 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 the next Extraordinary 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. Shareholder requests of this kind will only be considered if they are sent in written form and received by the Company no later than October 2, 2012, either per mail at the address Austrian Post, Attn: Investor Relations, Haidingergasse 1, 1030 Vienna, or by fax to +43 (0) 57767-30409. Deposit confirmation (deposit certificates) in accordance with Section 10a AktG shall suffice as proof of shareholder status as the basis for exercising this shareholder right, provided that this confirmation is not more than seven (7) days old at the time it is submitted to the Company. In respect to any other requirements related to the custody account confirmation, reference is made to the detailed information on the right to participate. Every shareholder attending the Extraordinary 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. Further information on the rights of shareholders pursuant to Sections 109, 110, 118 and 119 AktG are available on the Website of the Company at www.post.at/ir no later than September 20, 2012. VII. DOCUMENTS FOR THE EXTRAORDINARY GENERAL MEETING In particular, the following documents will be available on the Website of the Company at www.post.at/ir no later than September 20, 2012: - The convocation request of the shareholder Österreichische Industrieholding Aktiengesellschaft pursuant to Section 105 Para. 3 AktG, - The election proposal of the shareholder Österreichische Industrieholding Aktiengesellschaft, - The curriculum vitae and declaration of the candidate for election to the Supervisory Board pursuant to Section 87 Para. 2 AktG, - The documents required for absentee voting (ballot form, revocation, instruction sheet), - Proxy authorisation form, - Revocation of proxy form, - Complete text of this convocation to the Extraordinary General Meeting. VIII. TOTAL NUMBER OF SHARES AND VOTING RIGHTS In accordance with Section 106 fig. 9 of the AktG, Austrian Post informs shareholders that a total of 67,552,638 no-par value bearer shares are in circulation, each of which is entitled to one vote. To ensure a smooth admission procedure, shareholders are requested to arrive in good time before the Extraordinary General Meeting starts, and to identify themselves at the registration desk by presenting their custody account confirmation as proof of their shareholdings or else valid photo-bearing identification (driver's license, passport, ID card). Admission to collect voting cards will begin at 8:30 a.m. Vienna, September 2012 The Management Board Further inquiry note: Austrian Post Mr. Harald Hagenauer Head of Investor Relations & Corporate Governance Tel.: +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
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