- 20.03.2024, 15:14:55
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- EQS0019
EQS-AGM: Österreichische Post AG: Invitation to the Annual General Meeting
EQS-News: Österreichische Post AG / Announcement of the Convening of the
General Meeting
Österreichische Post AG: Invitation to the Annual General Meeting
20.03.2024 / 15:14 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
Vienna, FN 180219 d
ISIN AT0000APOST4
INVITATION
We hereby invite our shareholders to the
Annual General Meeting
of Österreichische Post Aktiengesellschaft
on Thursday, 18 April 2024, at 10:00 a.m.
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 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
2023 financial year
2. Resolution on the appropriation of the balance sheet profit
3. Resolution on the discharge of the members of the Executive Board for
the 2023 financial year
4. Resolution on the discharge of the members of the Supervisory Board
for the 2023 financial year
5. Resolution on the remuneration of the members of the Supervisory Board
6. Election of the auditor of the annual and consolidated financial
statements and the auditor of the sustainability report for the 2024
financial year
7. Resolution on the remuneration report
8. Resolution on the remuneration policy
9. Elections to the Supervisory Board
10. Resolution on the amendment of the Articles of Association in Section
14 Para. 1 "Supervisory Board - Remuneration" and on the amendment of
the Articles of Association by inserting a new provision Section 20a
"Virtual/hybrid Annual General Meeting"
11. 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.
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON
THE WEBSITE
The following documents in particular will be available from 28 March 2024
at the latest on the company's website, which is entered in the commercial
register, at post.at/investor:
• Invitation
• Proposed resolutions
• Forms
• Power of attorney
• Authorisation and instructions to independent proxy IVA
• Revocation of power of attorney
• Presentation of (consolidated) annual financial statements
• Consolidated financial statements with Group Management Report
2023
• Annual financial statements with Management Report 2023
• Annual Report 2023
• Annual financial report 2023
• Corporate Governance Report 2023
• Report of the Supervisory Board for the 2023 financial year
• Non-Financial Report 2023
• Documents relating to items on the agenda
• Agenda item 2 Appropriation of profits
• Agenda item 7 Remuneration report 2023
• Agenda item 8 Remuneration policy 2024
• Agenda item 9 Candidates' CVs and statements
• Agenda item 10 Articles of Association with the amendments made
visible
• Agenda item 11 Acquisition of treasury shares - Report of the
Management Board
• Postal vote
• Ballot form
• Revocation of the votes cast
• Information on postal voting
• Questions and answers on postal voting
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The entitlement to participate in the Annual General Meeting and to
exercise voting rights and other shareholder rights to be asserted at the
Annual General Meeting is based on the shareholding at the end of 8 April
2024 (12:00 midnight, CEST) (record date).
Only those who are shareholders on this date and can prove this to the
company are entitled to attend the Annual General Meeting.
Proof of share ownership on the record date must be provided in the form
of a deposit certificate in accordance with Section 10a AktG, which must
be received by the company no later than 15 April 2024 (12:00 midnight,
CEST) exclusively via one of the following communication channels and
addresses:
(i) for the transmission of the safe custody receipt in text form, which
the Articles of Association allow to suffice pursuant to Section 18 Para.
2
By e-mail anmeldung.post@hauptversammlung.at
(Please send deposit confirmations in PDF format)
By fax +43 (0) 1 8900 500 - 50
(ii) for the transmission of the deposit confirmation in writing
By post 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 specify
ISIN AT0000APOST4 in the text)
Shareholders are requested to contact their custodian 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
significance for dividend entitlement.
Deposit certificate pursuant to Section 10a AktG
The deposit certificate must be issued by the custodian bank domiciled 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 (2)
AktG):
• Details of the issuer: Name/company name and address or a code
commonly used in transactions between credit institutions (SWIFT
code),
• Information about the shareholder: Name/company name, address, date of
birth for natural persons, register and register number for legal
entities, if applicable,
• Securities 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 to which the deposit confirmation refers.
The deposit certificate as proof of share ownership for participation in
the Annual General Meeting must refer to the end of the record date 8
April 2024 (12:00 midnight, CEST).
The deposit certificate will be accepted in German or English.
Proof of identity
Shareholders and their authorised representatives are requested to have a
valid official photo ID ready for identification purposes when
registering.
If you are attending the Annual General Meeting as an authorised
representative, 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 will facilitate admission if you
present a copy of the power of attorney.
Österreichische Post Aktiengesellschaft reserves the right to verify the
identity of persons attending the meeting. If it is not possible to
establish identity, admission may be refused.
IV. POSTAL VOTE
Every shareholder is entitled to participate in the upcoming Annual
General Meeting by way of voting by letter in accordance with Section 19
of the Articles of Association and Section 127 AktG.
Votes must be cast in writing using the form (ballot) provided by the
company. The documents for postal voting (ballot form, revocation form,
instruction sheet, return envelope) will be sent on request. Please
request these from the Investor Relations department +43 (0) 57767 – 30400
at the following times: Monday – Thursday 9am–4pm and Friday 9am–1pm. The
texts of the forms and the information sheet will be available on the
website at post.at/investor under the menu item "Annual General Meeting"
no later than 28 March 2024.
The shareholder must provide the following information on the form (ballot
paper) in all cases: Name (company) and place of residence (registered
office) of the shareholder, number of shares. The vote must be signed
(company signature) by the shareholder in order to be valid.
The completed form (ballot paper) with original signature must be received
by notary Mr Christian Mayer at his PO Box 29 8230 Hartberg, as the
authorised representative of Österreichische Post Aktiengesellschaft for
the purpose of postal voting, by 15 April 2024 at the latest.
It is expressly pointed out that the prerequisite for voting by letter is
proof of share ownership on the record date (8 April 2024), i.e. that the
company receives a deposit confirmation in accordance with Section 10a
AktG at one of the above addresses by 15 April 2024 at the latest.
Shareholders who wish to participate in the Annual General Meeting by way
of postal voting must therefore - just like shareholders who wish to
participate in the Annual General Meeting in person - ensure that a
deposit certificate in accordance with Section 10a AktG is issued and sent
in good time as described above.
Shareholders are advised that votes cast by postal vote are null and void
if the resolution is passed at the Annual General Meeting with a different
content than provided for in the form (ballot).
If necessary, the company will make a new form (ballot) available on the
company's website at post.at/investor if admissible motions from
shareholders to supplement the agenda within the meaning of Section 109
AktG are received by 28 March 2024 at the latest and/or admissible
proposals for resolutions from shareholders on the agenda items within the
meaning of Section 110 AktG are received no later than 9 April 2024.
If a vote has already been cast by mail, this vote can be revoked using
the form provided by the company for this purpose on its website
(revocation). For the revocation to be legally effective, it is sufficient
if the revocation is received by notary Mr. Christian Mayer by fax at +43
(0) 1 512 46 11 – 28 no later than 17 April 2024, before the end of the
day.
If a shareholder attends the Annual General Meeting who has already cast
his or her vote by way of a postal vote, he or she may only exercise his
or her voting rights at the Annual General Meeting if he or she has
revoked his or her vote in good time, i.e. by 17 April 2024 at the latest,
as described in more detail above. Otherwise, the shareholder may attend
the Annual General Meeting as a guest without the right to exercise
shareholder rights, i.e. this shareholder has no right to speak and ask
questions, no right to propose motions and, in particular, no right to
vote or raise objections.
A shareholder who has participated in the voting by mail may at the same
time declare a precautionary objection to a resolution to be passed at the
Annual General Meeting on the voting slip. There is no further possibility
of objection.
V. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED
Each shareholder who is authorised to participate in the Annual General
Meeting and who has provided evidence of this to the company in accordance
with the provisions of this convocation under III. has the right to
appoint a proxy who will 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 (2) AktG), whereby
several persons can also be authorised.
Authorisation can be granted 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 anmeldung.post@hauptversammlung.at
(Powers of attorney please in PDF format)
By fax +43 (0) 1 8900 500 – 50
The proxies must be received at one of the aforementioned addresses by
17 April 2024 (4:00 p.m., CEST) at the latest, 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/investor. In the interest of smooth
processing, please always use the forms provided.
Details on the authorisation, in particular the text form and content of
the proxy, can be found in the proxy form provided to 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. Personal attendance 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 the proxy.
Independent proxy
As a special service, a representative of the Interessenverband für
Anleger, IVA, Feldmühlgasse 22/4, 1130 Vienna, is available to
shareholders as an independent proxy for exercising voting rights at the
Annual General Meeting in accordance with instructions. IVA intends that
Mr Florian Beckermann will represent these shareholders at the Annual
General Meeting. A special proxy form for the authorisation of Mr Florian
Beckermann will be available on the company's website at post.at/investor
from 28 March 2024 at the latest, which must be received by the company
exclusively at one of the above addresses (e-mail, post) for the
transmission of proxies. It is also possible to contact Mr Florian
Beckermann from IVA directly on +43 (0) 1 8763343 or by email at
beckermann.post@hauptversammlung.at.
The shareholder must issue instructions to Mr Florian Beckermann on how
(or all if a sub-proxy authorised by Mr Florian Beckermann) to exercise
the voting right. Mr Florian Beckermann shall exercise the voting right
exclusively on the basis of the instructions issued by the shareholder.
Without express instructions, the full vote is invalid. Please note that
the proxy will not accept any instructions to speak, to raise objections
to resolutions of the Annual General Meeting or to ask questions or
propose motions.
VI. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109,
110, 118 AND 119 AKTG
1. Additions to the agenda by shareholders in accordance with Section 109
AktG
Shareholders whose shares together amount to 5% of the share capital and
who have held these shares for at least three months prior to submitting
their request may request in writing that additional items be placed on
the agenda of this Annual General Meeting and announced, provided that
this request is submitted in writing by post or courier to the company no
later than 28 March 2024 (12:00 midnight, CEST) exclusively to 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. "In writing" means personally signed or signed by the
company by each applicant or, if sent by e-mail, with a qualified
electronic signature or, if sent by SWIFT, with message type MT598 or type
MT599, whereby ISIN AT0000APOST4 must be stated in the text.
Each agenda item requested in this way must be accompanied by a proposed
resolution together with a statement of reasons. The agenda item and the
proposed resolution, but not the reasons for it, must also be written in
German. Proof of shareholder status must be provided by submitting a
deposit certificate in accordance with Section 10a AktG, which confirms
that the shareholders submitting the motion have held the shares for at
least three months prior to submitting the motion and which must 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 confirmations for all
shareholders must refer to the same date (day, time). With regard to the
other requirements for the deposit certificate, please refer to the
information on the right to participate (Section III.).
2. Resolution proposals from shareholders on the agenda in accordance with
Section 110 AktG
Shareholders whose shares together amount to 1% of the share capital may
submit proposals for resolutions on each item on the agenda in text form,
together with a statement of reasons, and request that these proposals,
together with the names of the shareholders concerned, the reasons to be
given and any statement by the Management Board or Supervisory Board, be
made available on the company's website entered in the commercial
register, provided that this request is submitted in text form no later
than 9 April 2024 (12:00 midnight, CEST) to the company either to
Österreichische Post Aktiengesellschaft, attn. Investor Relations, 10
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 required for declarations, the
declaration must be made in a document or in another manner suitable for
permanent reproduction in writing, the person making the declaration must
be named and the conclusion of the declaration must be made recognisable
by reproducing the name signature or otherwise. The proposed resolution,
but not the reasons for it, must also 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 (2) AktG
replaces the statement of reasons.
Proof of shareholder status must be provided by submitting a deposit
certificate in accordance with Section 10a AktG, which must 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
1% of the share capital, the deposit confirmations for all shareholders
must refer to the same date (day, time).
With regard to the other requirements for the deposit certificate, please
refer to the information on eligibility to participate (point III.).
3. Disclosures pursuant to Section 110 Para. 2 (2) in conjunction with
Section 86 Para. 7 and 9 AktG
The company provides the following information on agenda item 9 "Elections
to the Supervisory Board" and the possible submission of a corresponding
election proposal by shareholders in accordance with Section 110 AktG:
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 Aktiengesellschaft 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 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 shareholder 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 fulfilled separately.
In accordance with Section 9 Para.1 of the Articles of Association of
Österreichische Post Aktiengesellschaft, the Supervisory Board consists of
at least four and no more than ten members elected by the Annual General
Meeting and the members delegated by the employee representatives in
accordance with Section 110 Para. 1 of the Austrian Labour Constitution
Act (ArbVG).
If shareholders submit an election proposal under agenda item 9 "Elections
to the Supervisory Board", they must take into account that after the
elections to the Supervisory Board on 18 April 2024, at least two women
must be members of the Supervisory Board on the side of the shareholder
representatives.
4. Shareholders' right to information in accordance with Section 118 AktG
Every shareholder must be provided with information on company matters at
the Annual General Meeting upon request, insofar as this is necessary for
the proper assessment of an item on the agenda. The duty to provide
information also extends to the company's legal relationships 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 if, according to reasonable business
judgement, it is likely to cause a significant disadvantage to the company
or an affiliated company, or if providing it would be a criminal offence.
Requests for information must always be made verbally at the Annual
General Meeting but can also be made in writing.
Questions that require longer preparation to answer should be submitted to
the Management Board in text form in good time before the Annual General
Meeting in order to ensure that the meeting is organised efficiently.
Questions can be sent to the company by email to investor@post.at.
5. Motions by shareholders at the Annual General Meeting in accordance
with Section 119 AktG
Every shareholder – irrespective of a specific shareholding – is entitled
to submit motions on any item on the agenda at the Annual General Meeting.
If several motions are submitted for an item on the agenda, the
chairperson determines the order of voting in accordance with Section 119
(3) AktG.
However, a shareholder proposal for the election of a Supervisory Board
member requires the timely submission of a resolution proposal in
accordance with Section 110 AktG: Persons for election to the Supervisory
Board (item 9 of the agenda) can 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 9 April 2024 in the manner
specified above (item VI. Para. 2). Each nomination must be accompanied by
a declaration pursuant to Section 87 Para. 2 of the Austrian Stock
Corporation Act (AktG) by the proposed person regarding their professional
qualifications, their professional or comparable functions and any
circumstances that could give rise to concerns of bias.
Otherwise, the shareholder motion for the election of a Supervisory Board
member may not be considered in the vote.
Further information on shareholders' rights in accordance with Sections
109, 110, 118 and 119 AktG will be available on the company's website at
post.at/investor from 28 March 2024 at the latest.
6. Information for shareholders on data processing
Österreichische Post Aktiengesellschaft processes shareholders' personal
data in accordance with Section 10a Para. 2 AktG, i.e. name, address, date
of birth, securities account number, number of shares held by the
shareholder, class of shares if applicable, voting card number and, if
applicable, name and date of birth of the authorised representative, on
the basis of the applicable data protection regulations, in particular the
European General 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 shareholders' personal data is mandatory for the
participation of shareholders and their representatives in the Annual
General Meeting in accordance with the Austrian Stock Corporation Act. The
legal basis for the processing is therefore Article 6 (1) c) GDPR.
Österreichische Post Aktiengesellschaft is the controller responsible for
the processing. Österreichische Post Aktiengesellschaft uses external
service providers, such as notaries, lawyers, banks and IT service
providers, for the purpose of organising the Annual General Meeting. These
companies only receive personal data from Österreichische Post
Aktiengesellschaft that is necessary for the execution of the commissioned
service and process the data exclusively in accordance with the
instructions of Österreichische Post Aktiengesellschaft. To the extent
required by law, 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 Supervisory Board, the notary and all other persons
with a legal right to participate can inspect the legally required list of
participants (Section 117 AktG) and thus also view the personal data
specified 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 notarised minutes to the commercial register (Section 120 AktG).
Further information on data protection can be found in the privacy policy
on the website of Österreichische Post Aktiengesellschaft at
post.at/i/c/datenschutz-business.
General information on the use of data at Österreichische Post AG can be
found on our website at post.at/datenschutz.
If you have any data protection concerns, you can contact us at any time
using the contact form at datenschutzanfrage.post.at, at the address
Postkundenservice attn. Datenschutzbeauftragte, Bahnsteggasse 17–23, 1210
Vienna or by e-mail to team-datenschutz@post.at. All contact options can
be found under point 8 of the data protection information. If you wish, we
can send you a printed copy of the currently valid version of the document
listed in this letter and available online by post.
VII. FURTHER INFORMATION AND NOTES
1. Total number of shares and voting rights
At the time the Annual General Meeting is convened, the company's share
capital amounts to EUR 337,763,190.00 and is divided into 67,552,638
no-par value bearer shares. Each share grants one vote. The total number
of voting rights at the time the Annual General Meeting is convened is
therefore 67,552,638 voting rights. The company does not hold any treasury
shares, either directly or indirectly, at the time the Annual General
Meeting is convened.
There are not several classes of shares.
2. Partial broadcast 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 and interested members of the public will
have the opportunity to follow the presentation by the Executive Board at
the Annual General Meeting on 18 April 2024 live on the Internet at
post.at/investor from around 10:00 a.m. onwards. There will be no further
video or audio transmission of the Annual General Meeting.
In addition, all shareholders can exercise their voting rights by postal
vote or through a proxy appointed by the company.
Admission to collect voting cards will begin at 08:30 a.m.
Vienna, March 2024
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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20.03.2024 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
1863349 20.03.2024 CET/CESTOTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT |
