General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
Österreichische Post Aktiengesellschaft (Austrian Post)
Vienna, FN 180219 d (Commercial Register Number FN 180219 d)
We would like to hereby invite our shareholders to the Annual General Meeting
of Austrian Post to be held on April 24, 2014 at 10:00 a.m. in Hall F, Wiener
Stadthalle, Vogelweidplatz 14, 1150 Vienna.
The documents and information for the Annual General Meeting are available on
the Website of the Company at www.post.at/ir.
1. Submission of the adopted annual financial statements, including the
management report and the corporate governance report, as well as the
consolidated financial statements and the Group management report, the proposal
for appropriation of the balance sheet profit along with the report of the
Supervisory Board for the 2013 financial year.
2. Resolution on the appropriation of the balance sheet profit, as shown in the
annual financial statements as at December 31, 2013.
3. Resolution on the discharge of the members of the Management Board for the
2013 financial year.
4. Resolution on the discharge of the members of the Supervisory Board for the
2013 financial year.
5. Resolution on the remuneration of the Supervisory Board members for the 2013
6. Appointment of the auditor of the annual financial statements and of the
consolidated financial statements for the 2014 financial year.
7. Elections to the Supervisory Board
II. RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The right to participate in the Annual General Meeting and to exercise voting
rights and all other shareholder rights in the course of the Annual General
Meeting depend on the shares held at the end of day on April 14, 2014 (record
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 Article 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 18, 2014 at one of the following addresses:
By fax: +43 (0) 1 8900 500 - 75
By E-mail: email@example.com
By mail: c/o HV-Veranstaltungsservice GmbH, Re: Post HV, Köppel 60, 8242 St.
By SWIFT: GIBAATWGGMS (Message Type MT598, please include the following in the
text: ISIN AT0000APOST4)
III. DEPOSIT CONFIRMATION PURSUANT TO ARTICLE 10a AKTG
Safe custody receipts are 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 (BIC),
- 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
- 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 above-mentioned
record date of April 14, 2014.
The safe custody receipt will be accepted in German or in English.
IV. ABSENTEE VOTING BY MAIL
Every shareholder is entitled to take part in the upcoming Annual General
Meeting by voting by mail, pursuant to Article 19 of the Articles of Association
and Article 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 April 3, 2014.
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 April 18, 2014 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.
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 Article 109 AktG no later than April 3, 2014 and/or admissible
motions involving resolutions pertaining to items on the agenda pursuant to
Article 10 AktG by no later than April 14, 2014.
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 April 23, 2014.
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 23, 2014 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 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 Annual 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
safe custody receipt pursuant to Article 10a AktG no later than April 18, 2014
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 Article 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 Annual 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
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
April 23, 2014 at 4:00 p.m., exclusively at one of the following addresses:
By fax: +43 (0) 1 8900 500 - 75
By E-mail: firstname.lastname@example.org, 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: Post HV, Köppel 60, 8242 St.
Only on the day of the Annual General Meeting:
Personally - when registering for the Annual General Meeting at the designated
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
An additional 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
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. NOTE REFERRING TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO ARTICLES 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
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 April 3, 2014 at the address
Austrian Post, Attn: Investor Relations, Haidingergasse 1, 1030 Vienna. 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 (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 safe
custody receipt 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
safe custody receipt, reference is made to the detailed information on the right
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. Shareholder requests of this kind
will only be considered if they are sent in written form and received by the
Company no later than April 14, 2014, either per mail at the address Austrian
Post, Attn: Investor Relations, Haidingergasse 1, 1030 Vienna, or by fax to +43
(0) 57767- 30409. 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, 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 safe custody receipt, reference is made to the
detailed information on the right to participate.
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.
Further information on the rights of shareholders pursuant to Articles 109, 110,
118 and 119 AktG are available effective immediately on the Website of the
Company at www.post.at/ir.
VII. DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents will be available on the Website of the Company at
www.post.at/ir no later than April 3, 2014:
- Annual Financial Statements 2013 including Management Report,
- Corporate Governance Report,
- Consolidated Financial Statements 2013 including the Group Management Report,
- Proposal for the Appropriation of the Balance Sheet Profit,
- Report of the Supervisory Board for the 2013 Financial Year,
- Draft resolutions concerning items 2-7 on the agenda,
- Annual Report 2013 of Austrian Post,
- Curriculum vitae and declaration pursuant to Article 87 Section 2 AktG on item
7 of the agenda,
- Documents relating to absentee voting (ballot form, revocation, instruction
- Proxy authorisation form,
- Revocation of proxy form,
- Complete text of this invitation to the Annual General Meeting.
VIII. TOTAL NUMBER OF SHARES AND VOTING RIGHTS
In accordance with Article 106 fig. 9 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 Annual General Meeting starts, and to identify themselves
at the registration desk by presenting their deposit 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
It is important to note that the speech held by the Chairman of the Management
Board and Chief Executive Officer of Austrian Post will be broadcast on the
Vienna, March 2014
The Management Board
Further inquiry note:
Head of Investor Relations, Corporate Governance, Group Auditing & Compliance
Tel.: +43 (0) 57767-30400
end of announcement euro adhoc
issuer: Österreichische Post AG
phone: +43 (0)57767-0
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
Original-Content von: Österreichische Post AG, übermittelt durch news aktuell