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Österreichische Post AG

EANS-General Meeting: Österreichische Post AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  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

CONVOCATION

The shareholder Österreichische Industrieholding Aktiengesellschaft, Vienna,
Commercial Register Number FN 80286 v, has requested that an Extraordinary
General Meeting be held pursuant to Section 105 Para. 3 Austrian Stock
Corporation Act (AktG). 

Based on this convocation request, we would like to hereby invite our
shareholders to the Extraordinary General Meeting of Austrian Post
to be held on October 11, 2012 at 9:30 a.m. in the EMS Lounge, Dietrichgasse 25,
1030 Vienna. 

The documents and information for this Extraordinary General Meeting are
available on the Website of the Company at www.post.at/ir. In the light of the
expected short duration of this Extraordinary General Meeting, please note that
only refreshments will be provided. 

I. AGENDA

Election of a Member to the Supervisory Board

II. RECORD DATE AND PARTICIPATION IN THE GENERAL MEETING
The right to participate in the Extraordinary General Meeting and to exercise
voting rights and all other shareholder rights in the course of the
Extraordinary General Meeting depend on the shares held at the end of day on
October 1, 2012 (record date).
Participation in the Extraordinary 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 deposit confirmation (custody account 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 October 8, 2012 at one of the following addresses: 
By fax: +43 (0) 1 8900 500 - 75
By E-mail:  anmeldung.post@hauptversammlung.at
By SWIFT:       GIBAATWGGMS (Message type MT599; you must include a reference to
ISIN AT0000APOST4 in the text)
By mail: c/o HV-Veranstaltungsservice GmbH,     Re: EGM Austrian Post, Waldgasse
9, 2443 Stotzing

III. DEPOSIT CONFIRMATION PURSUANT TO SECTION 10a AKTG
The deposit confirmation (custody account confirmation) 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: 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, register and registration number for legal persons, 
- Information on the shares: number of shares held by the shareholder,
ISIN AT0000APOST4,
- Custody account number,
- Date or period of time to which the deposit confirmation refers to. 
The deposit confirmation as proof of the shareholdings must refer to the
above-mentioned record date of October 1, 2012, serving as the deadline for
submission of proof. 
The deposit confirmation will be accepted in German or in English.

IV. ABSENTEE VOTING BY MAIL
Every shareholder is entitled to take part in the upcoming Extraordinary General
Meeting by voting on the resolutions contained in the agenda 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, 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 September 20, 2012.

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 ballot form with the original signature of the shareholder must
be received by October 10, 2012 at the latest by the notary public Rupert Brix
at his postal address Seilerstätte 28, 1010 Vienna. Mr. Brix is serving as the
authorised recipient of ballots on behalf of Austrian Post for purposes of
absentee voting by mail. The notary public Rupert Brix will note on the envelope
or on the ballot the precise time in which the ballot was received and will
ensure that the voting behaviour of the shareholder taking advantage of absentee
voting by letter is neither made known to the Management Board nor to the
Supervisory Board nor to the other shareholders before the voting takes place at
the Extraordinary General Meeting.
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 Extraordinary 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 September 22, 2012 and/or admissible
motions involving resolutions pertaining to items on the agenda pursuant to
Section 110 AktG by no later than October 2, 2012.  
Shareholders voting by mail will naturally not be in a position to react to any
events taking place at the Extraordinary General Meeting or to vote on new
resolutions proposed within the context of the Extraordinary General Meeting.   
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 Rupert Brix by fax at
+43 (0) 1 512 46 11 - 28 no later than the end of day on October 10, 2012.  
A shareholder who attends the Extraordinary 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 Extraordinary General Meeting if he has rescinded his
right to vote by mail in a timely manner, i.e. no later than October 10, 2012 as
described above. The failure to revoke the absentee ballot precludes the
shareholder from exercising his shareholder rights at the Extraordinary General
Meeting. In this case, the shareholder will not have the right to speak or pose
question, 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 Extraordinary General
Meeting. There are no other ways of raising objections. 
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
deposit confirmation (deposit certificate) pursuant to Section 10a AktG no later
than October 8, 2012 at one of the aforementioned addresses. Shareholders who
want to take part in the Extraordinary General Meeting by using the opportunity
of absentee voting by mail must ensure the timely issuance and transmission of a
deposit confirmation pursuant to Section 10a AktG as described above - similar
to the procedure required of shareholders who want to personally attend.

V. PARTICIPATION BY PROXY
Every shareholder entitled to participate in the Extraordinary General Meeting
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. It
is also possible to appoint several proxy holders.  
The appointment of a proxy holder must be received by the Company no later than
October 10, 2012 at 4:00 p.m., exclusively at one of the following addresses: 
By fax: +43 (0) 1 8900 500 - 75
By E-mail:  anmeldung.post@hauptversammlung.at, in which case the proxy must be
attached to the E-Mail in text form, for example as a PDF file
By mail:        c/o HV-Veranstaltungsservice GmbH, Re: EGM Austrian Post,
Waldgasse 9, 2443 Stotzing

Only on the day of the Extraordinary General Meeting:
Personally - when registering for the Extraordinary General Meeting at the
designated meeting place. 
The aforementioned requirements for appointing a proxy holder shall apply
analogously for the revocation of the proxy.  
A form for the appointment (or revocation) of a proxy holder will be sent to
shareholders upon request, or can be downloaded from the Company's Website at
www.post.at/ir.   
If a shareholder has appointed his/her depositary bank, the bank only needs to
submit notification of its appointment as the proxy holder in addition to the
deposit confirmation. The stipulations contained in Section 10a Para. 3 AktG
apply analogously to submitting this declara-tion.
It is important to note that the Company, the members of the Management Board
and Supervisory Board will not exercise proxy voting rights assigned to them by
shareholders exercising their shareholder rights at the Extraordinary General
Meeting.    
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. 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, mail). In addition, it is possible for the shareholder to directly
contact Mr. Michael Knap 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 
michael.knap@iva.or.at.  
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 Extraordinary General Meeting, to voice objections to any
resolutions, to pose questions or to make proposals at the Extraordinary General
Meeting.

VI. NOTE REFERRING TO THE RIGHTS OF SHARHOLDERS PURSUANT TO SECTIONS 109, 110
and 118 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 the
Extraordinary 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 September 22, 2012 at the address
Austrian Post, Attn: Haidingergasse 1, 1030 Vienna. Deposit confirmation
(deposit certificates) in accordance with Section 10a AktG shall suffice as
proof of shareholder status as the basis for exercising this shareholder right.
This confirmation must confirm that the shareholder (5% of the share capital)
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
confirmation must not be more than seven (7) days old at the time it is
submitted to the Company. In respect to any other requirements related to the
custody account confirmation, reference is made to the detailed information on
the right to participate. 
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 the next Extraordinary 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. Shareholder requests of
this kind will only be considered if they are sent in written form and received
by the Company no later than October 2, 2012, either per mail at the address
Austrian Post, Attn: Investor Relations, Haidingergasse 1, 1030 Vienna, or by
fax to +43 (0) 57767-30409. Deposit confirmation (deposit certificates) in
accordance with Section 10a AktG shall suffice as proof of shareholder status as
the basis for exercising this shareholder right, provided that this confirmation
is not more than seven (7) days old at the time it is submitted to the Company.
In respect to any other requirements related to the custody account
confirmation, reference is made to the detailed information on the right to
participate. 
Every shareholder attending the Extraordinary 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.
Further information on the rights of shareholders pursuant to Sections 109, 110,
118 and 119 AktG are available on the Website of the Company at www.post.at/ir
no later than September 20, 2012.  

VII.    DOCUMENTS FOR THE EXTRAORDINARY GENERAL MEETING

In particular, the following documents will be available on the Website of the
Company at www.post.at/ir no later than September 20, 2012: 
- The convocation request of the shareholder Österreichische Industrieholding
Aktiengesellschaft pursuant to Section 105 Para. 3 AktG,
- The election proposal of the shareholder Österreichische Industrieholding
Aktiengesellschaft,
- The curriculum vitae and declaration of the candidate for election to the
Supervisory Board pursuant to Section 87 Para. 2 AktG,
- The documents required for absentee voting (ballot form, revocation,
instruction sheet), 
- Proxy authorisation form,
- Revocation of proxy form,
- Complete text of this convocation to the Extraordinary General Meeting.
 

VIII. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
In accordance with Section 106 fig. 9 of the AktG, Austrian Post informs
shareholders that a total of 67,552,638 no-par value bearer shares are in
circulation, each of which is entitled to one vote.   
To ensure a smooth admission procedure, shareholders are requested to arrive in
good time before the Extraordinary General Meeting starts, and to identify
themselves at the registration desk by presenting their custody account
confirmation as proof of their shareholdings or else valid photo-bearing
identification (driver's license, passport, ID card). Admission to collect
voting cards will begin at 8:30 a.m.  


Vienna, September 2012  
The Management Board


Further inquiry note:
Austrian Post
Mr. Harald Hagenauer
Head of Investor Relations & Corporate Governance 
Tel.: +43 (0) 57767 30400
 
harald.hagenauer@post.at

end of announcement                               euro adhoc 
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issuer:      Österreichische Post AG
             Haidingergasse  1
             A-1030 Wien
phone:       +43 (0)57767-0
mail:         investor@post.at
WWW:      www.post.at
sector:      Transport
ISIN:        AT0000APOST4
indexes:     ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English

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