EQS-AGM: Österreichische Post AG: Invitation to the Annaul General Meeting according to Section 107 Para. 3 AktG
EQS-News: Österreichische Post AG / Announcement of the Convening of the
General Meeting
Österreichische Post AG: Invitation to the Annaul General Meeting
according to Section 107 Para. 3 AktG
22.03.2023 / 14:55 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – 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
INVITATION
We hereby invite our shareholders to the
Annual General Meeting
of Österreichische Post Aktiengesellschaft
on Thursday, 20 April 2023, at 10:00 a.m. (CEST)
in Hall F of the Wiener Stadthalle, Roland Rainer Platz 1, 1150 Vienna.
I. AGENDA
1. Presentation of the annual financial statements including the
Management Report and the 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 2022 financial year
2. Resolution on the appropriation on the balance sheet profit
3. Resolution on the discharge of the members of the Management Board for
the 2022 financial year
4. Resolution on the discharge of the members of the Supervisory Board
for the 2022 financial year
5. Resolution on the remuneration of the Supervisory Board members
6. Election of the Auditor and Group Auditor for the 2023 financial year
7. Resolution on the Remuneration Report
8. Elections to the Supervisory Board
9. Resolution on the amendment to the Articles of Association in Article
3 “Publications”
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION
ON THE COMPANY WEBSITE
In particular, the following documents will be available on the Company’s
website as entered into the Commercial Register at post.at/ir no later
than 30 March 2023:
• Invitation
• Proposed resolutions
• Forms
• Power of attorney
• Proxy and instructions to independent proxy of IVA
• Revocation of power of attorney
• Presentation of (consolidated) Annual Financial Statements
• Consolidated Financial Statements with Management Report 2022
• Annual Financial Statements with Management Report 2022
• Annual Report 2022
• Annual Financial Report 2022
• Corporate Governance Report 2022
• Report of the Supervisory Board for the 2022 financial year
• Non-Financial Report 2022
• Documents on resolutions on agenda items
• Agenda item 2 Appropriation of profits
• Agenda item 7 Remuneration report 2022
• Agenda item 8 Curricula vitae and statements of the candidates
• Postal vote
• Ballot form
• Revocation of the votes cast
• Information on postal voting
• Questions and answers on postal voting
• Information on the rights of shareholders pursuant to Sections 109,
110, 118 and 119 AktG
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The entitlement to participate in the Annual General Meeting and to
exercise the voting right and other shareholders’ rights to be asserted in
the context of the Annual General Meeting is based on the shareholding at
the end of day on 10 April 2023 (12:00 midnight, CEST) (record date).
Only persons who are shareholders on the record date and can prove this to
the Company shall be entitled to attend the Annual General Meeting.
For the proof of shareholding on the record date, a safe custody receipt
pursuant to Section 10a AktG must be received by the Company no later than
17 April 2023 (12:00 midnight, CEST) exclusively by one of the following
communication channels and addresses:
(i) for the transmission of the deposit certificate in text form, which is
sufficient pursuant to Section 18 Para. 2 of the Articles of Association
By e-mail [1]anmeldung.post@hauptversammlung.at (Please send deposit
certificate in PDF format)
(ii) for the transmission of the deposit certificate in written form
By post or courier Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
Keyword: Post HV
8242 St. Lorenzen/Wechsel, Köppel 60
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599, please indicate ISIN AT0000APOST4 in the
text)
Shareholders are requested to contact their depositary bank and arrange
for the issue 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 depositary bank having its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and shall contain the following information
(Section 10a Para. 2 AktG):
• Information on the issuer: name/company and address or a code commonly
used in business transactions between credit institutions (SWIFT
code),
• Information on the shareholder: name/company, address, date of birth
for natural persons, if applicable register and registration number
for legal persons,
• Custody account number, securities account number or other
designation,
• Information on the shares: number of shares held by the shareholder,
ISIN AT0000APOST4 (international securities identification number),
• Date or period of time to which the deposit certificate refers to.
The deposit certificate as evidence of the shareholding and as basis for
participating at the Annual General Meeting must refer to the end of the
record date of 10 April 2023 (12:00 midnight, CEST).
The deposit certificate will be accepted in German or in English.
Proof of identity
Shareholders and their proxies are requested to present a valid official
photo ID for identification purposes at the registration.
If you come to the Annual General Meeting as a proxy, please take the
power of attorney with you in addition to your official photo ID. If the
original of the power of attorney has already been sent to the Company,
you can facilitate admission by presenting a copy of the power of
attorney.
Österreichische Post Aktiengesellschaft reserves the right to establish
the identity of persons appearing at the meeting. If it is not possible to
establish the identity, admission may be refused.
IV. POSTAL VOTE
Every shareholder is entitled to participate in the upcoming Annual
General Meeting on the basis of voting by mail in accordance with 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) provided by the Company. The documents for the postal vote
(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 9:00 a.m. – 4:00 p.m. and Friday 9:00 a.m. – 1:00
p.m. The texts of the forms and the instruction sheet will be available on
the website at post.at/ir under the menu item “Annual General Meeting” no
later than 30 March 2023.
The shareholder must provide the following information on the form
(ballot) in any case: name (company) and place of residence (registered
office) of the shareholder and the number of shares. Ballots are only
considered to be valid if signed by the shareholder.
The completed form (ballot) with the original signature must be received
by the notary public Mr. Rupert Brix at his P.O. Box 20, 8230 Hartberg,
Austria, as the authorised delivery agent of Österreichische Post
Aktiengesellschaft for the purpose of postal voting, no later than
17 April 2023.
It is expressly pointed out that the prerequisite for postal voting is the
proof of share ownership on the record date (10 April 2023), i.e., the
Company receives a deposit certificate pursuant to Section 10a AktG at one
of the above addresses no later than 17 April 2023. Shareholders who want
to take part in the Annual General Meeting by way of postal voting must
ensure the timely issuance and transmission of a deposit certificate
pursuant to Section 10a AktG as described above.
Shareholders are advised that votes submitted per absentee ballot by mail
are void if the resolution at the Annual General Meeting is passed with a
different content than that provided for in the form (ballot).
If necessary, the Company will provide a new form (ballot) on the
Company’s website at post.at/ir if admissible motions by shareholders to
supplement the agenda within the meaning of Section 109 AktG are received
no later than 30 March 2023 and/or admissible motions for resolutions by
shareholders on the agenda items within the meaning of Section 110 AktG
are received no later than 11 April 2023.
In case a vote has already been cast by mail, this vote may be revoked
using the form provided by the Company for this purpose on its website
(revocation). For the revocation to be legally effective, it shall be
sufficient if the revocation is received by notary Mr. Rupert Brix by fax
at +43 (0) 1 512 46 11 – 28 no later than the end of the day on 19 April
2023.
If a shareholder appears at the Annual General Meeting who has already
cast his/her vote by way of voting by mail, he/she may only exercise
his/her voting right at the Annual General Meeting if he/she has revoked
his/her vote in due time, i.e., no later than 19 April 2023 as described
in more detail above. Otherwise, the shareholder may participate in the
Annual General Meeting as a guest without the right to exercise the
shareholders’ rights, i.e., this shareholder has no right to speak or ask
questions, no right to propose motions and in particular, no right to vote
or to object.
A shareholder who has participated in the voting by mail may at the same
time declare an objection to a resolution to be adopted at the Annual
General Meeting as a precautionary measure on the voting form. There is no
further possibility to object to the resolution.
V. AUSTHORISATION TO A SPECIAL PROXY HOLDER AND THE PROCEDURE TO BE
FOLLOWED
Each shareholder who is entitled to participate in the Annual General
Meeting and who has proved this to the Company in accordance with the
provisions of this convening notice, point III, has the right to appoint a
proxy to participate in the Annual General Meeting on behalf of the
shareholder and who has the same rights as the shareholder whom he/she
represents.
The power of attorney must be granted to a specific person (a natural
person or a legal entity) in text form (Section 13 Para. 2 AktG), whereby
several persons may also be authorised.
The granting of a proxy is possible both before and during the Annual
General Meeting.
We offer the following communication channels and addresses for the
transmission of powers of attorney:
By post or courier Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel, Köppel 60
By e-mail [2]anmeldung.post@hauptversammlung.at
(Powers of attorney please in PDF format)
Proxies must be received at one of the before mentioned addresses no later
than 18 April 2023 (4:00 p.m., CEST), unless they are handed over at the
entrance and exit control of the Annual General Meeting on the day of the
Annual General Meeting.
A proxy form and a form for revoking the proxy are available on the
Company’s website at post.at/ir. In the interest of smooth processing, we
ask for using only the forms provided.
Details on the authorisation, in particular on the text form and the
content of the proxy, can be found in the proxy form provided to the
shareholders.
If the shareholder has granted a proxy to his/her depository bank (Section
10a AktG), it shall be sufficient if, in addition to the deposit receipt,
the depository bank submits a declaration to the Company by the means
provided for its transmission to the Company that it has been granted a
proxy.
Shareholders may exercise their rights in person at the Annual General
Meeting even after granting a proxy. Appearance in person is deemed to be
a revocation of a previously granted proxy.
The above provisions on the granting of proxy shall apply mutatis mutandis
to the revocation of proxy.
Independent proxy
As a special service, a representative of the Interessenverband für
Anleger (IVA), Feldmühlgasse 22/4, 1130 Vienna, will be available to
shareholders as an independent proxy to exercise their voting rights at
the Annual General Meeting in accordance with their instructions. IVA
intends that Mr. Michael Knap will represent these shareholders at the
Annual General Meeting. For authorisation of Mr. Michael Knap, a special
proxy form will be available on the Company’s website at post.at/ir from
30 March 2023 at the latest, which must be received by the Company
exclusively at one of the above-mentioned addresses (e-mail, post) for
transmission of proxies. Furthermore, it is possible to contact Mr.
Michael Knap of the IVA directly via +43 (0) 664 2138740 or by e-mail at
[3]knap.post@hauptversammlung.at.
The shareholder shall give instructions to Mr. Michael Knap on how (or all
if a sub-proxy authorised by Mr. Michael Knap) to exercise the voting
right. Mr. Michael Knap shall exercise the voting right exclusively on the
basis of the instructions given by the shareholder. Without explicit
instructions, the full power is invalid. Please note that the proxy will
not accept any instructions to speak, to raise objections against
resolutions of the Annual General Meeting or to ask questions or to
propose motions.
VI. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118
AND 119 AKTG1. Additions to the agenda by shareholders pursuant to Section
109 AktG
Shareholders whose total shareholdings equals 5% of the Company’s share
capital and who have been holders of these shares for at least three
months prior to the submission of the request, may request in writing to
place additional items on the agenda of this Annual General Meeting and
announce these, provided that this request is made in writing by post or
courier no later than 30 March 2023 (12:00 midnight, CEST) to the Company
exclusively at the address Österreichische Post Aktiengesellschaft, Attn:
Investor Relations, 1030 Vienna, Rochusplatz 1, or, if by e-mail, with a
qualified electronic signature to the e-mail address investor@post.at or
by SWIFT to the address GIBAATWGGMS. “Written” means handwritten signature
or corporate signature by each applicant or, if sent by e-mail, by
qualified electronic signature or, if sent by SWIFT, by Message Type MT598
or Type MT599, whereby ISIN AT0000APOST4 must be indicated in the text.
Each agenda item so requested must be accompanied by a proposal for a
resolution and the reasons therefor. The agenda item and the proposed
resolution, but not its justification, must in any case also be in German.
The shareholder status shall be proven by the submission of a deposit
certificate pursuant to Section 10a AktG, which confirms that the
shareholders submitting the motion have been holders of the shares for at
least three months prior to the submission of the motion and which may not
be older than seven days at the time of submission to the Company. In the
case of several shareholders who only together reach the required
shareholding of 5% of the share capital, the deposit certificates for all
shareholders must refer to the same point in time (day, time). With regard
to the other requirements for the safe custody receipt, reference is made
to the explanations on the right to participate (Section III.).
2. Proposals for resolutions by shareholders on the agenda pursuant to
Section 110 AktG
Shareholders whose total shareholdings amount to 1% of the share capital
may submit proposals for resolutions on any item on the agenda in text
form, together with a statement of reasons, and may request that these
proposals, together with the names of the shareholders concerned, the
statement of reasons to be attached and any comments by the Management
Board or the Supervisory Board, be made available on the company’s website
as entered in the commercial register, provided that this request is made
in text form no later than 11 April 2023 (12:00 midnight, CEST), either to
Österreichische Post Aktiengesellschaft, Attn: Investor Relations, 1030
Vienna, Rochusplatz 1, or by e-mail to investor@post.at, whereby the
request is to be attached to the e-mail in text form within the meaning of
Section 13 Para. 2 AktG, for example as a PDF file. If text form within
the meaning of Section 13 Para. 2 AktG is prescribed for declarations, the
declaration must be made in a document or in another manner suitable for
permanent reproduction in written characters, the person of the declarant
must be named and the conclusion of the declaration must be made
recognizable by reproduction of the name signature or otherwise. The
proposed resolution, but not its justification, must in any case be
written in German.
In the case of a proposal for the election of a Supervisory Board member,
the statement of the proposed person pursuant to Section 87 Para. 2 AktG
shall replace the statement of reasons.
The shareholder status shall be proven by the presentation of a deposit
certificate pursuant to Section 10a AktG, which shall not be older than
seven days at the time of presentation to the Company. In the case of
several shareholders who only together reach the required shareholding of
1% of the share capital, the deposit certificates for all shareholders
must refer to the same point in time (day, time).
With regard to the other requirements for the deposit certificate,
reference is made to the explanations on the eligibility to participate
(Section III.).
3. Information pursuant to Section 110 Para. 2 (2) in conjunction with
Section 86 Para. 7 and 9 AktG
With regard to agenda item 8 “Elections to the Supervisory Board” and the
possible submission of a corresponding election proposal by shareholders
pursuant to Section 110 AktG, the Company provides the following
information:
Section 86 Para. 7 AktG is applicable to Österreichische Post
Aktiengesellschaft.
Following the last election by the Annual General Meeting, the Supervisory
Board of Österreichische Post AG consists of eight members elected by the
Annual General Meeting (shareholder representatives) and four members
delegated by the Works Council in accordance with Section 110 of the
Austrian Labour Constitution Act (ArbVG). Of the eight shareholder
representatives, three are men and five are women. Of the four employee
representatives, three are men and one is a woman.
It is announced that the majority of the shareholders’ representatives on
the Supervisory Board raised an objection pursuant to Section 86 Para. 9
AktG more than six weeks before the Annual General Meeting and that the
minimum shareholding requirement pursuant to Section 86 Para. 7 AktG will
therefore be met separately.
Pursuant to Section 9 Para. 1 of the Articles of Association of
Österreichische Post Aktiengesellschaft, the Supervisory Board consists of
at least four and at most ten members elected by the Annual General
Meeting and the members delegated by the company’s employee
representatives pursuant to Section 110 Para. 1 Austrian Labour Constition
Act (ArbVG).
Should shareholders submit a proposal for election to agenda item 8
“Elections to the Supervisory Board”, they must take into account that
after the elections to the Supervisory Board on 20 April 2023, at least
two women must be members of the Supervisory Board on the side of the
shareholder representatives.
4. Shareholders’ right to information pursuant to Section 118 AktG
Each shareholder shall, upon request, be provided with information at the
Annual General Meeting on the affairs of the company to the extent that
such information is necessary for the proper evaluation of an item on the
agenda. The duty to provide information shall also extend to the legal
relations of the company with an affiliated company and to the situation
of the Group and the companies included in the consolidated financial
statements.
The information may be refused insofar as, according to reasonable
business judgement, it is likely to cause significant disadvantage to the
Company or an affiliated Company, or its provision would be punishable by
law.
Requests for information must generally be made orally at the Annual
General Meeting but may also be made in writing.
Questions requiring longer preparation should be submitted to the
Management Board in text form in proper time before the Annual General
Meeting in order to ensure the economy of the meeting. The questions may
be sent to the Company by e-mail to investor@post.at .
5. Motions proposed by shareholders at the Annual General Meeting pursuant
to Section 119 AktG
Every shareholder is entitled – irrespective of a specific shareholding –
to submit motions on any item on the agenda at the Annual General Meeting.
If there are several motions on one item of the agenda, the Chair of the
Supervisory Board shall determine the order of voting in accordance with
Section 119 Para. 3 AktG.
However, a shareholder proposal for the election of a Supervisory Board
member requires the timely submission of a resolution proposal pursuant to
Section 110 AktG: persons for election to the Supervisory Board (item 8 on
the agenda) may only be proposed by shareholders whose shares together
amount to 1% of the share capital. Such nominations must be received by
the Company no later than 11 April 2023 in the manner set out above
(Section VI. Para. 2). Each nomination must be accompanied by a
declaration pursuant to Section 87 Para. 2 AktG of the nominee’s
professional qualifications, professional or comparable functions and any
circumstances that could give rise to concerns of partiality.
Otherwise, the shareholder proposal for the election of a Supervisory
Board member may not be considered in the vote.
6. Information on the website
Further information on these rights of shareholders pursuant to Sections
109, 110, 118 and 119 AktG will be available on the Company’s website
post.at/ir from 30 March 2023 at the latest.
7. Information for shareholders on data processing
Österreichische Post AG processes personal data of shareholders (in
particular those pursuant to Section 10a Para. 2 AktG, i.e., name,
address, date of birth, number of the securities account, number of shares
held by the shareholder, class of shares, if applicable, number of the
voting card and, if applicable, name and date of birth of the proxy) on
the basis of the applicable data protection provisions, in particular the
European Data Protection Regulation (GDPR) and the Austrian Data
Protection Act, in order to enable shareholders to exercise their rights
at the Annual General Meeting.
The processing of personal data of shareholders is mandatory for the
participation of shareholders and their representatives in the Annual
General Meeting in accordance with the Austrian Stock Corporation Act
(AktG). The legal basis for the processing is therefore Article 6 Para. 1
c) GDPR.
Österreichische Post Aktiengesellschaft is the responsible institution for
the processing of data. For the purpose of organising the Annual General
Meeting, Österreichische Post Aktiengesellschaft uses external service
providers, such as notaries, lawyers, banks and IT service providers.
These service providers only receive personal data from Österreichische
Post Aktiengesellschaft that is necessary for the performance of the
commissioned service and process the data exclusively in accordance with
the instructions of Österreichische Post Aktiengesellschaft. To the extent
legally necessary, Österreichische Post Aktiengesellschaft has concluded a
data protection agreement with these service providers.
If a shareholder participates in the Annual General Meeting, all
shareholders present or their representatives, the members of the
Management Board and the Supervisory Board, the notary public and all
other persons with a legal right to participate may inspect the legally
required list of participants (Section 117 AktG) and thereby also view the
personal data listed therein (including name, place of residence,
shareholding). Österreichische Post Aktiengesellschaft is also legally
obliged to submit personal shareholder data (in particular the list of
participants) as part of the notarial record for the company register
(Section 120 AktG).
Further information on data protection can be found in the data protection
declaration on the website of Österreichische Post Aktiengesellschaft at
post.at.
VII. FURTHER INFORMATION AND NOTES1. Total number of shares and voting
rights
At the time of convening the Annual General Meeting, the share capital of
the Company amounts to EUR 337,763,190.00 and is divided into 67,552,638
bearer shares. Each share grants one vote in the virtual general meeting.
Accordingly, the total number of voting rights at the time of the
convening of the virtual general meeting amounts to 67,552,638 voting
rights. At the time of convening the Annual General Meeting, the Company
neither directly nor indirectly holds treasury shares.
There are not several classes of shares.
2. Partial transmission of the Annual General Meeting on the internet
Taking cost and environmental considerations into account, the physical
Annual General Meeting is designed to be as lean and efficient as
possible.
All shareholders of the Company as well as the interested public will have
the opportunity to follow the presentation of the Management Board at the
Annual General Meeting on 20 April 2023 live on the internet at post.at/ir
from approx. 10:00 a.m. (CEST). There will be no further video or audio
transmission of the Annual General Meeting.
In addition, all shareholders may exercise their voting rights by postal
vote or through a proxy, appointed by the Company.
Admission to collect voting cards is from 08:30 a.m. (CEST).
Vienna, March 2023
The Management Board
Contact:
Österreichische Post Aktiengesellschaft (Austrian Post)
Harald Hagenauer
Head of Investor Relations, Group Auditing & Compliance
Tel.: +43 (0) 57767-30400
investor@post.at
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22.03.2023 CET/CEST
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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
1589503 22.03.2023 CET/CEST
References
Visible links
1. anmeldung.post@hauptversammlung.at
2. anmeldung.post@hauptversammlung.at
3. knap.post@hauptversammlung.at
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