EQS-News: Österreichische Post AG: Resolutions of the General Meeting
EQS-News: Österreichische Post AG / Key word(s): AGM/EGM
Österreichische Post AG: Resolutions of the General Meeting
21.04.2022 / 13:42
The issuer is solely responsible for the content of this announcement.
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Publication of the resolution passed by the Annual General Meeting
held on 21 April 2022 on the authorisation to acquire the Company’s own
shares (treasury shares) pursuant to Section 65 Para. 1 (4) and (8) as
well as
Para. 1a and 1b Austrian Stock Corporation Act (AktG)
in connection with Section 119 Para. 9 Austrian Stock Exchange Act
(BörseG)
and Section 2 Para. 1 and Section 3 Para. 1 Austrian Disclosure Regulation
(VeröffentlichungsV)
At the Annual General Meeting of Österreichische Post Aktiengesellschaft,
Vienna, the following resolution on item 9 of the agenda was adopted on 21
April 2022:
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 the
period lasting from 1 May 2022 to 31 October 2024, 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 Österreichische Beteiligungs AG, and
with this to be at a lowest equivalent value of EUR 20.00 (twenty euros)
per share, and with this to be at a highest equivalent value of EUR 60.00
(sixty euros) per share.
The trading in treasury shares is excluded as the objective of the
acquisition. The authorisation can be completely or partially exercised or
also in several 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 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, executives 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 Österreichische Post AG can resolve to make
this acquisition on a stock 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,
executives 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 completely or partially
exercised or also in several 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 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 amendments to the
Articles of Association arising from the withdrawal of shares.
Vienna, April 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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21.04.2022 This Corporate News was distributed by EQS Group AG.
www.eqs.com
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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)
EQS News ID: 1330039
End of News EQS News Service
1330039 21.04.2022
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