EQS-AGM: Österreichische Post AG: Invitation to the General Meeting according to art. 107 para. 3 Companies Act
EQS-News: Österreichische Post AG / Announcement of the Convening of the
General Meeting
Österreichische Post AG: Invitation to the General Meeting according to
art. 107 para. 3 Companies Act
24.03.2022 / 12:07
Announcement of the Convening of the General Meeting, transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Österreichische Post Aktiengesellschaft (Austrian Post)
Vienna, FN 180219 d (Commercial Register Number FN 180219 d)
ISIN AT0000APOST4
(\“Company\“)
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)
In order to protect shareholders and other participants, the Management
Board has resolved to take advantage of the possibility opened up by the
new legal regulations to hold a virtual Annual General Meeting.
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
[1]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
Pursuant to Section 3 Para. 1, 2 and 4 COVID-19 Act in connection with
Section 102 Para. 4 AktG, the Annual General Meeting of Österreichische
Post Aktiengesellschaft will be entirely broadcast acoustically and
optically on the Internet as a Webcast in real time.
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 [2]post.at/ir. It is not required to register for or log in in order to
follow the Annual General Meeting.
Due to the broadcasting of the virtual Annual General Meeting of
Österreichische Post Aktiengesellschaft on the Internet, all shareholders
who wish to do so have the possibility to follow the proceedings of the
Annual General Meeting in real time thanks to this one-way acoustic and
visual connection and, in particular, to follow the presentation of the
Management Board and the responses to questions posed by shareholders and
the voting procedures.
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
In particular, the following documents will be available on the Website of
the Company as entered into the Commercial Register at [3]post.at/ir no
later than 31 March 2022 pursuant to Section 108 Para. 3 and 4 AktG:
– 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 right to participate in the virtual Annual General Meeting and to
exercise voting rights and all other shareholder rights which are to be
asserted within the context of this virtual Annual General Meeting
pursuant to the COVID-19 Act and the COVID-19 Ordinance depend on the
shares held at the end of day on 11 April 2022 (12:00 midnight, CEST)
(record date).
Participation in this virtual Annual General Meeting and the right to
exercise shareholder rights in accordance with the COVID-19 Act and
COVID-19 Ordinance are limited to persons who are in possession of shares
on the record date, and supply proof of such to the Company.
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
By e-mail anmeldung.post@hauptversammlung.at
(Please send deposit certificate as a PDF
file.)
(ii) for transmitting the deposit certificate in written form
By post or courier Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel, Köppel 60
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599;
the text must include the following: ISIN
AT0000APOST4)
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
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
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.
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 [4]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 [5]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
+43 (0) 512 46 11 – 28 no later than the end of day on 20 April 2022.
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
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 Section
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 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
c/o a2o.legal – Cooperation of Independent Lawyers
Ebendorferstraße 6/10, 1010 Vienna
arlt.post@hauptversammlung.at
(ii) Michael Knap
c/o Austrian Shareholder Association, IVA
Feldmühlgasse 22, 1130 Vienna
knap.post@hauptversammlung.at
(iii) Ewald Oberhammer, Attorney-at-Law
c/o Oberhammer Rechtsanwälte GmbH
Karlsplatz 3/1, 1010 Vienna
oberhammer.post@hauptversammlung.at
(iv) Wolfgang Renner, Attorney-at-Law
c/o Renner Wildner Bauer Rechtsanwälte
Gonzagagasse 11, 1010 Vienna
renner.post@hauptversammlung.at
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 proxy.
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
[6]post.at/ir no later than 31 March 2022. It is expressly requested to
use only this proxy authorisation form.
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 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
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 31 March 2022 (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 [7]investor@post.at 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
the text.
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
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 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 are made available on
the Company’s Website as entered into the Commercial Register. Shareholder
requests of this kind will only be considered if they are sent in written
form and received by the Company no later than 11 April 2022 (12:00
midnight, CEST) either per fax at +43 (0) 1 400220906 or by post to the
address Österreichische Post Aktiengesellschaft, Attn: Investor Relations,
Rochusplatz 1, 1030 Vienna, or per e-mail to investor@post.at, in which
case the request made in writing is to be attached to the e-mail, for
example as a PDF, pursuant to Section 13 Para. 2 AktG. If text form is
prescribed for statements within the meaning contained in Section 13 Para.
2 AktG, the statement must be made in a document or in another manner
suitable for permanent reproduction in writing, the person making the
statement must be named and the conclusion of the statement must be made
recognisable by reproduction of the signature or otherwise. The proposed
resolution, but not the justification underlying the resolution, must also
be written in German in any case.
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.
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 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 1% or more in the Company, these deposit certificates must
refer to the same point in time (day, time).
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
The Company provides the following information with respect to item 8 on
the agenda, \“Elections to the Supervisory Board\“ and the potential
submission of a corresponding nomination proposal by shareholders pursuant
to Section 110 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
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.
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 [8]fragen.post@hauptversammlung.at.
Shareholders are requested to convey all questions in writing per e-mail
in advance to the address [9]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 turn, this serves the purpose of ensuring an efficient meeting,
especially for questions which require longer preparation time.
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 [10]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.
5. Motions proposed by shareholders 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 via his or her special proxy.
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.
6. Information for shareholders on data processing
Österreichische Post Aktiengesellschaft processes the personal data of
shareholders (in particular the information pursuant to Section 10a Para.
2 AktG i.e., name, address, date of birth, number of the securities
custody account, number of shares held by the shareholder, type of share
if applicable, number of the voting card as well as the name and date of
birth of the designated proxy, if applicable) on the basis of legally
valid data privacy regulations, especially the EU’s General Data
Protection Regulation (GDPR) as well as the Austrian Data Protection Act,
in order to enable shareholders to exercise their rights at the Annual
General Meeting.
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
[11]post.at.
VIII. FURTHER DISCLOSURES AND INFORMATION
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.
No physical attendance possible
We would like to once again bring to your attention the fact that neither
shareholders nor guests will be allowed to come to the event venue of the
upcoming Annual General Meeting.
Vienna, March 2022 The Management Board
Contact:
Austrian Post
Harald Hagenauer
Head of Investor Relations, Group Auditing & Compliance
Tel.: +43 (0) 57767-30400
investor@post.at
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24.03.2022
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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
References
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