EANS-General Meeting: Österreichische Post AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act

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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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21.03.2018

Österreichische Post Aktiengesellschaft (Austrian Post)
Vienna, FN 180219 d (Commercial Register Number FN 180219 d)
ISIN AT0000APOST4

INVITATION
We would like to hereby invite our shareholders to the Annual General Meeting of
Österreichische Post Aktiengesellschaft (Austrian Post)
to be held at 10 a.m. on Thursday, April 19, 2018 in Hall C, Reed Messe Vienna,
Trabrennstrasse 7, 1020 Vienna.

I. AGENDA

1. Presentation of the annual financial statements including the Management
Report, Corporate Governance Report, consolidated financial statements, Group
Management Report and the Report of the Supervisory Board for the 2017 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
2017 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2017 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 2018 financial
year
7. Elections to the Supervisory Board
8. Resolution on an addition to the Articles of Association in the form of a new
Section 25 ("Place of Jurisdiction")

II. 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 at www.post.at/ir no later than March 29, 2018:
* Annual Financial Statements including the Management Report,
* Corporate Governance Report,
* Consolidated Financial Statements including the Group Management Report,
* Proposal for the Appropriation of the Balance Sheet Profit,
* Separate Non-Financial Report,
* Report of the Supervisory Board for the 2017 Financial Year,
* Draft resolutions concerning items 2-8 on the agenda,
* Annual Report 2017,
* Declarations pursuant to Section 87 Para. 2 Austrian Stock Corporation Act on
item 7 of the agenda
* Documents relating to absentee voting (ballot form, revocation, instruction
sheet),
* Proxy authorisation forms,
* Revocation of proxy form,
* Complete text of this Invitation to the Annual General Meeting.

III. RECORD DATE AND PRE-REQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING

The right to participate in the Annual General Meeting and to exercise voting
rights and all other shareholder rights during the Annual General Meeting depend
on the shares held at the end of day on April 9, 2018 (record date).
Participation in the Annual General Meeting is limited to persons who are in
possession of shares on the record date, and supply proof of such to the
Company.
The safe custody receipt (deposit confirmation) pursuant to Section 10a Austrian
Stock Corporation Act (AktG) shall suffice as proof of shareholding on the
record date. This confirmation of holdings must be received by the Company no
later than April 16, 2018 in written form or in text form (pursuant to Section
18 Para. 2 Articles of Association) exclusively via one of the following
communication channels and addresses:

By post or courier: Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
Re: Post HV
8242 St. Lorenzen/Wechsel, Austria, Köppel 60

By e-mail: [email protected]
(Safe custody receipts in a PDF, JPG, TXT and TIF formats will be accepted.)

By SWIFT: GIBAATWGGMS
(Message Type MT598, the text must include the following: ISIN AT0000APOST4)

By fax: +43 (0) 1 8900 500 - 75

Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a safe custody receipt.
The record date has no effect on the saleability of the shares and has no
bearing on dividend rights.

Deposit confirmation pursuant to Section 10a AktG
The deposit confirmation (safe custody receipt) is to be issued by the
depositary bank based in a member state of the European Economic Area or in a
full member state of the OECD, and must contain the following information:
* Information on the issuer: company and address or code commonly used in
business transactions between banks,
* Information on the shareholder: name/company, address, date of birth for
natural persons, register and registration number for legal persons in the legal
person's country of origin,
* Information on the shares: number of shares held by the shareholder, ISIN
AT0000APOST4,
* Securities custody account number or another designation,
* Date or period of time to which the safe custody receipt refers to.
The safe custody receipt as evidence of the shareholding as the basis for
participating in the Annual General Meeting must refer to the end of the record
date of April 9, 2018 (12 p.m. midnight, CEST - local Vienna time).
The safe custody receipt will be accepted in German or in English.
For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
General Meeting.

IV. 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.
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 - 30401 at the following times: Monday-
Thursday 9 a.m. - 4 p.m. and Friday 9 a.m. - 1 p.m. The texts of the form and
the instruction sheet will also be available for downloading on the Company's
Website at www.post.at/ir no later than March 29, 2018.
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 April 16, 2018 at the latest by the notary public
Christian Mayer at his PO Box 21, 8230 Hartberg. Mr. Mayer is serving as the
authorised recipient of ballots on behalf of Austrian Post 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, and supply proof of such to the Company, i.e. the Company has received a
safe custody receipt pursuant to Section 10a AktG no later than April 16, 2018
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 safe custody receipt
pursuant to Section 10a AktG as described above - similar to the procedure
required of shareholders who want to personally attend.
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 that stipulated on
the absentee ballot form.
If necessary, the Company will make a new form (ballot) available on the Website
of the Company at www.post.at/ir for downloading in cases in which the company
receives admissible motions from shareholders involving additions to the agenda
pursuant to Section 109 AktG no later than March 29, 2018 and/or admissible
motions involving resolutions pertaining to items on the agenda pursuant to
Section 10 AktG by no later than April 10, 2018.
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 Christian Mayer by fax
at +43 (0) 512 46 11 - 28 no later than the end of day on April 18, 2018.
A shareholder who attends the Annual General Meeting personally and who has
already voted on a resolution by mail is only to be permitted to exercise his
voting rights at the Annual General Meeting if he has rescinded his right to
vote by mail in a timely manner, i.e. no later than April 18, 2018 as described
above. The failure to revoke the absentee ballot precludes the shareholder from
exercising his shareholder rights at the Annual General Meeting. In this case,
the shareholder is only allowed to participate as a guest, without the right to
speak or pose questions, to make proposals and in particular will not have the
right to exercise his voting rights or the right of objection.
A shareholder whose participation in voting takes the form of absentee voting by
mail is entitled to use the ballot to declare on a precautionary basis his
objection to the resolution to be considered at the Annual General Meeting.
There are no other ways of raising objections.

V. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED

Every shareholder entitled to participate in the Annual General Meeting and has
provided sufficient proof to the Company as described in point III of this
invitation has the right to appoint a representative who will attend the meeting
on behalf of the shareholder, and who is vested with the same rights as the
shareholder whom he/she represents.
Proxy must be conferred on a specific person (natural or legal) in text form
(Section 13 Para. 2 AktG). It is also possible to appoint several proxy holders.
The appointment of a proxy holder is possible either before or during the Annual
General Meeting.
We offer the following communication channels and addresses as means to convey
the appointment of a proxy holder:

By post or courier: Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel, Austria, Köppel 60

By fax: +43 (0) 8900 500 - 75

By e-mail: [email protected]
(In this case the appointment of a proxy form can be sent in the following
formats: PDF, JPG, TXT and TIF.)

The appointment of a proxy holder must be received by the Company no later than
April 18, 2018 at 4:00 p.m., exclusively at one of the previously listed
addresses, unless they are submitted at the entry or exits check at the Annual
General Meeting.
A form for the appointment (or revocation) of a proxy holder can be downloaded
from the Company's Website at www.post.at/ir. In order to ensure problem-free
processing, we request that you only use the forms which have been made
available. Details on appointing a proxy, especially the text form and contents
of the proxy, are derived from the proxy authorization form made available to
shareholders.
If the shareholder has appointed the depositary bank (Section 10a AktG) as her
or his proxy, it will suffice if the shareholder attaches the relevant filled-
out proxy authorisation form to the safe custody receipt and has both documents
sent to the Company via the communication channels stipulated for the safe
custody receipt.
Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorisation.
The aforementioned instructions concerning the granting of proxy authorisation
also apply analogously to the revocation of proxy.
A special service is available for shareholders. A representative of the
Austrian Shareholder Association IVA, Feldmühlgasse 22/4, 1130 Vienna, will
serve as an independent proxy bound to comply with instructions from the
shareholder in exercising the shareholder's voting rights. On the part of IVA,
Mr. Michael Knap has been named to represent these shareholders at the Annual
General Meeting. To authorize Michael Knap to serve as the proxy, a special
proxy form is available for downloading on the Website of the Company at
www.post.at/ir, which must be received by the Company only at one of the above-
mentioned addresses (fax, e-mail, post). In addition, it is possible for the
shareholder to directly contact Mr. Michael Knap of IVA by phone at +43 (0) 1
8763343 - 30, +43 (0) 664 2138740, by fax at +43 (0) 1 8763343 - 39 or by e-mail
at [email protected].
The shareholder is required to precisely instruct Mr. Michael Knap how he (or a
designated authorized sub-representative) is to exercise the shareholder's
voting rights. Mr. Michael Knap will exercise the voting rights of the
shareholder exclusively on the basis of the instructions submitted by the
shareholder. The proxy is to be considered invalid if no precise instructions
are contained in it. Please note that the proxy does not accept any instructions
to speak at the Annual General Meeting, to voice objections to any resolutions,
to pose questions or to make proposals at the Annual General Meeting.

VI. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118 AND
119 AKTG

1. Additions to the agenda pursuant to Section 109 AktG
Shareholders whose total shareholding equals 5% or more of the Company's share
capital may request in writing that additional items be put on the agenda of
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 no later than March 29, 2018 (midnight)
exclusively at the address Austrian Post, Attn: Investor Relations, Rochusplatz
1, 1030 Vienna. 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 safe custody receipt 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 safe
custody receipt must not be more than seven days old at the time it is submitted
to the Company. In respect to any other requirements related to the safe custody
receipt, reference is made to the detailed information on the right to
participate (point III).

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
are made available on the Company's Website as entered into the Commercial
Register 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. Shareholder requests of this kind will only be considered if
they are sent in text form (for example as a PDF) and received by the Company no
later than April 10, 2018, either per fax at +43 (0) 1 40022090, to the address
Austrian Post, Attn: Investor Relations, Rochusplatz 1, 1030 Vienna, or per e-
mail ([email protected]).
With respect to a proposal for the election of a Member of the Supervisory
Board, the declaration of the candidate is to be included pursuant to Section 87
Para. 2 AktG instead of a statement explaining the reasons for this proposal.
The safe custody receipt in accordance with Article 10a AktG shall suffice as
proof of shareholder status as the basis for exercising this shareholder right.
This safe custody receipt must not be more than seven days old at the time it is
submitted to the Company. In respect to any other requirements related to the
safe custody receipt, reference is made to the detailed information on the right
to participate (point III).

3. 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.
Generally, the request for information on the part of shareholders at the Annual
General Meeting is to be submitted verbally but may also be submitted in written
form.
Any questions that require longer preparation should, in the interest of holding
an efficient meeting, be submitted in written form to the Management Board in
due time prior to the Annual General Meeting. Questions may be submitted by fax
to +43 (0) 1 400220906 Attn.: Investor Relations or by e-mail to:
[email protected].

4. Proposing motions 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. If several motions have been proposed for one item on the
agenda, the Chairman of the Annual General Meeting determines the order of
voting pursuant to Section 119 Para. 3 AktG.

5. Information on elections to the Supervisory Board
The following must be noted with respect to elections to the Supervisory Board
(item 7 of the agenda): proposals on the part of shareholders pursuant to
Section 110 AktG for the election of Supervisory Board members including their
declarations pursuant to Section 87 Para. 2 AktG must be submitted separately
for each nominee and be received by the Company no later than April 10, 2018 and
must be made available on the Website of the Company as entered into the
Commercial Register no later than April 12, 2018. Otherwise the nominee will not
be allowed to be taken into account in the voting. With respect to the election
of Supervisory Board members, the Annual General Meeting has to take the
criteria stipulated in Section 87 Para. 2a AktG into consideration, especially
the professional and personal qualifications of the members, ensuring a
professionally balanced composition of the Supervisory Board, aspects of
diversity and the professional reliability.
Information pursuant to Section 110 Para. 2 (2) AktG:
The Supervisory Board of Austrian Post 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 100 Austrian
Labour Constitution Act (ArbVG). Four of the shareholder representatives on the
Supervisory Board are women, so that men and women each comprise 50% of the
Supervisory Board members respectively at the present time. The four employee
representatives are men.
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 Austrian Post stipulate that
the Supervisory Board has to consist of four to ten members elected by the
Annual General Meeting.
At least six shareholder representatives are to be elected by the Annual General
Meeting. The terms of office of two of the women serving as Supervisory Board
members extends behind this Annual General Meeting. If six shareholder
representatives are elected once again, no woman is required to be elected in
order to fulfil the minimum quota for shareholder representatives pursuant to
Section 86 Para. 7 AktG (minimum of 30% women). If seven shareholder
representatives are elected, then it will be necessary to elect one woman in
order to fulfil the minimum quota for shareholder representatives pursuant to
Section 86 Para. 7 AktG. In the case of eight shareholder representatives being
elected by the Annual General Meeting, one woman must also be elected in order
to fulfil the minimum quota for shareholder representatives pursuant to Section
86 Para. 7 AktG.

6. Information on the Website
Further information on the rights of shareholders pursuant to Sections 109, 110,
118 and 119 AktG is available on the Website of the Company at www.post.at/ir.

VII. FURTHER DISCLOSURES AND INFORMATION

1. Total number of shares and voting rights
The share capital of the Company amounts to EUR 337,763,190.0 and is divided
into a total of 67,552,638 non-par value shares. Each share is entitled to one
vote. 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.

2. Partial broadcast of the Annual General Meeting on the Internet
It is intended to broadcast the Annual General Meeting on the Internet until the
beginning of the general debate.
All shareholders of the Company as well as the interested public can follow the
speech held by the Chairman of the Management Board and Chief Executive Officer
of Austrian Post at the Annual General Meeting, which will broadcast live on the
Internet on April 19, 2018 starting at about 10 a.m. at www.post.at/ir. There
will not any additional broadcast of images or sound from other parts of the
Annual General Meeting.

Admission to collect voting cards will begin at 8:30 a.m.

Vienna, March 2018
The Management Board

Further inquiry note:
Austrian Post
Harald Hagenauer
Head of Investor Relations, Group Auditing & Compliance
Tel.: +43 (0) 57767-30400
[email protected]

end of announcement euro adhoc
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issuer: Österreichische Post AG
Rochusplatz 1
A-1030 Wien
phone: +43 (0)57767-0
FAX:
mail: [email protected]
WWW: www.post.at
ISIN: AT0000APOST4
indexes: ATX
stockmarkets: Wien
language: English

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE

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