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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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17.03.2021
Österreichische Post Aktiengesellschaft (Austrian Post)
Vienna, FN 180219 d (Commercial Register Number FN 180219 d)
ISIN AT0000APOST4
("Company")
invitation
to the
Annual General Meeting
to be held at 10 a.m. CEST on Thursday 15 April 2021
in 1030 Vienna
I. HOLDING A VIRTUAL GENERAL MEETING
1. COVID-19 Corporate Law Act (COVID-19-GesG) and the COVID-19 Corporate Law
Ordinance (COVID-19-GesV)
In order to protect shareholders and other participants, the Management Board
has resolved to take advantage of the possibility opened up by the new legal
regulations to hold a virtual annual general meeting.
Accordingly, taking account of the interests of both the Company and the
participants, the Annual General Meeting of Österreichische Post
Aktiengesellschaft will be held as a virtual Annual General Meeting on 15 April
2021 pursuant to Section 1 Para. 2 COVID-19 Corporate Law Act, hereafter "COVID-
19 Act" (COVID-19-GesG Federal Law Gazette I No. 16/2020 in the version from the
Federal Law Gazette I No. 156/2020) and the COVID-19 Corporate Law Ordinance
(COVID-19-GesV, hereafter "COVID-19 Ordinance", Federal Law Gazette II No. 140/
2020 in the version from the Federal Law Gazette II No. 616/2020).
This means that, in line with resolution passed by the Management Board,
shareholders and their representatives will not be able to be physically present
at the Annual General Meeting of Österreichische Post Aktiengesellschaft to be
held on 15 April 2021 (with the exception of special proxy holders pursuant to
Section 3 Para. 4 COVID-19 Ordinance).
The virtual Annual General Meeting held at 1030 Vienna will only be physically
attended by the Chairwoman of the Supervisory Board, the Chairman of the
Management Board and other members of the Management Board, the civil law notary
and the four special proxy holders proposed by the Company.
Holding the Annual General Meeting of Österreichische Post Aktiengesellschaft as
a virtual Annual General Meeting in line with the COVID-19 Ordinance has
resulted in modifications to the procedures at the Annual General Meeting as
well as in how shareholders may exercise their rights.
Voting rights, the right to propose motions and the right to raise objections
can only be exercised exclusively via proxy authorisation and instructions given
to one of the special proxy holders proposed by the Company pursuant to Section
3 Para. 4 COVID-19 Ordinance.
The right to obtain information can be exercised by shareholders during the
virtual Annual General Meeting by way of electronic communications i.e.
exclusively in writing via e-mail sent directly to the e-mail address
fragen.post@hauptversammlung.at [fragen.post@hauptversammlung.at] of the
Company, provided that the shareholders have transmitted their deposit
certificates to the Company on time pursuant to Section 10a Austrian Stock
Corporation Act (hereafter "AktG") in accordance with Section IV. of this
Invitation to the Annual General Meeting and have authorised a special proxy
holder in accordance with Section VI. of this Invitation to the Annual General
Meeting.
2. Transmission of the Annual General Meeting on the Internet (Webcast)
Pursuant to Section 3 Para. 1, 2 and 4 COVID-19 Act in connection with Section
102 Para. 4 AktG, the Annual General Meeting of Österreichische Post
Aktiengesellschaft will be entirely broadcast acoustically and optically on the
Internet as a Webcast in real time.
This broadcast is permissible under valid data protection laws in light of the
legal foundation provided by Section 3 Para. 1, 2 and 4 COVID-19 Ordinance.
All shareholders of the Company can participate in the Annual General Meeting
held as a virtual Annual General Meeting live on the Internet starting at 10
a.m. CEST on 15 April 2021 by making use of suitable technical devices (e.g. a
computer, laptop, tablet or smart phone as well as an internet connection with
sufficient bandwidth for the streaming of videos) at post.at/ir [http://
www.post.at/ir]. It is not required to register for or log in in order to follow
the Annual General Meeting.
Due to the broadcasting of the virtual Annual General Meeting of Österreichische
Post Aktiengesellschaft on the internet, all shareholders who wish to do so have
the possibility to follow the proceedings of the Annual General Meeting in real
time thanks to this one-way acoustic and visual connection and, in particular,
to follow the presentation of the Management Board and the responses to
questions posed by shareholders and the voting procedures.
It must be pointed out that the live transmission as a virtual Annual General
Meeting does not enable any remote participation (Section 102 Para. 3 (2) AktG
and Section 126 AktG), nor does it allow for remote voting (Section 102 Para. 3
(3) AktG) and that the transmission on the Internet is not a two-way connection.
For this reason, the individual shareholders will only be able to follow the
developments at the Annual General Meeting.
Furthermore, it should also be noted that the Company is only responsible for
the use of technical means of communication if these communication media are
attributable to its sphere of influence (Section 2 Para. 6 COVID-19 Ordinance).
Reference is also made to the information provided on the organisational and
technical requirements for participation in the Annual General Meeting pursuant
to Section 3 Para. 3 in connection with Section 2 Para. 4 COVID-19 Ordinance
("Information on Participation.")
II. AGENDA
1. Presentation of the annual financial statements including the Management
Report and Corporate Governance Report, the Consolidated Financial
Statements as well as the Group Management Report, the Proposal on the
Appropriation of the Balance Sheet Profit, and the Report of the
Supervisory Board for the 2020 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
2020 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2020 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 2021
financial year
7. Resolution on the Remuneration Report
III. 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 as entered into the Commercial Register at post.at/ir [http://post.at/
ir] no later than 25 March 2021 pursuant to Section 108 Para. 4 and 4 AktG:
* Information on the organisational and technical prerequisites for
participation in the Annual General Meeting pursuant to Section 3 Para. 3 in
connection with Section 2 Para. 4 COVID-19 Ordinance ("Information on
Participation"),
* 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,
* Non-Financial Report,
* Report of the Supervisory Board for the 2020 Financial Year,
* Annual Report 2020,
* Draft resolutions concerning items 2 to 7 on the agenda,
* Remuneration Report,
* Proxy authorisation form for the special proxies pursuant to Section 3 Para. 4
COVID-19 Ordinance,
* Revocation of proxy form,
* Question submission form,
* Documents relating to absentee voting (ballot form, revocation form,
instruction sheet) and the
* Complete text of this Invitation to the Annual General Meeting.
IV. RECORD DATE AND PRE-REQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING
The right to participate in the virtual Annual General Meeting and to exercise
voting rights and all other shareholder rights which are to be asserted within
the context of this virtual Annual General Meeting pursuant to the COVID-19 Act
depend on the shares held at the end of day on 5 April 2021 (12:00 midnight,
CEST) (record date).
Participation in this virtual Annual General Meeting and the right to exercise
shareholder rights in accordance with the COVID-19 Act and COVID-19 Ordinance
are limited to persons who are in possession of shares on the record date, and
supply proof of such to the Company.
The deposit certificate (safe custody receipt) pursuant to Section 10a AktG
shall suffice as proof of shareholding on the record date. This confirmation of
holdings must be received by the Company no later than 12 April 2021 (12:00
midnight, CEST) exclusively via one of the following communication channels and
addresses:
(i) for transmitting the deposit certificate in text form, which is sufficient
pursuant to Section 18 Para. 2 Articles of Association
By fax +43 (0) 1 8900 500 - 75
By e-mail anmeldung.post@hauptversammlung.at
(please send deposit certificate as a PDF
file)
(ii) for transmitting the deposit certificate in written form
By post or courier Österreichische Post Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel, Köppel 60
By SWIFT GIBAATWGGMS
* Message Type MT598 oder MT599,
the text must include the following:
ISIN AT0000APOST4
The designation of a special proxy and the exercising of the shareholder's right
(MORE TO FOLLOW) Dow Jones Newswires
March 17, 2021 04:58 ET (08:58 GMT)