EQS-News: Österreichische Post AG / Announcement of the Results of the
General Meeting
Österreichische Post AG: Resolutions of the General Meeting
18.04.2024 / 14:50 CET/CEST
Announcement of the Results 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 (Austrian Post)
Vienna, Commercial Register Number FN 180219 d,
ISIN AT0000APOST4
Publication of the resolution passed by the Annual General Meeting
held on 18 April 2024 on the authorisation to acquire the Company’s own
shares (treasury shares) pursuant to Section 65 Para. 1 (4) and (8) as
well as
Para. 1a and 1b Austrian Stock Corporation Act (AktG)
in connection with Section 119 Para. 9 Austrian Stock Exchange Act
(BörseG)
and Section 2 Para. 1 and Section 3 Para. 1 Austrian Disclosure Regulation
(VeröffentlichungsV)
At the Annual General Meeting of Österreichische Post Aktiengesellschaft,
Vienna, the following resolution on item 11 of the agenda was adopted on
18 April 2024:
a. In accordance with Section 65 Para. 1 (4) and (8) as well as Para. 1a
and 1b AktG, the Management Board is authorised to acquire non-par
value bearer or registered shares of the company, with this to amount
to up to 10% of the company’s share capital, with this authorisation
to be for the period lasting from 1 November 2024 to 31 October 2026,
and with this to be performed on or outside exchanges, and with these
to be offered for purchase in such cases to individual shareholders or
to a single shareholder, with this especially to Österreichische
Beteiligungs AG, and with this to be at a lowest equivalent value of
EUR 10.00 (ten euros) per share, and with this to be at a highest
equivalent value of EUR 60.00 (sixty euros) per share.
The trading in treasury shares is excluded as the objective of the
acquisition. The authorisation can be completely or partially
exercised or also in several partial amounts and for the purposes of
realising one or more than one objective of the company. This
realisation may also be undertaken by a subsidiary (Section 228 Para.
3 Austrian Commercial Code) or by a third party on behalf of the
company. The undertaking of the acquisition by the Management Board
may especially be performed in cases in which the shares are to be
offered to employees, executives and members of the Management Board
of the company or of one affiliated with it in conjunction with an
employee participation programme, with a stock option programme and/or
for purposes of being issued to a private foundation, whose primary
purpose is to hold and administer shares for one or more of the
above-mentioned persons (for example an employee participation
foundation pursuant to Section 4d Para. 4 Income Tax Act).
b. The Management Board of Österreichische Post AG can resolve to make
this acquisition on a stock exchange. In such cases, the Supervisory
Board has to be informed on an ex post facto basis of this resolution.
An acquisition not made via an exchange requires the prior approval of
the Supervisory Board. In a case of an acquisition not made on the
exchange, this acquisition can be undertaken in a way excluding the
proportionate right of sale (converse exclusion of right of
procurement).
c. The Management Board is authorised for a term of five years, with this
starting upon the passing of the resolution, with this according to
Section 65 Para. 1b AktG, with this requiring approval by the
Supervisory Board, and with this not demanding the Annual General
Meeting’s passing of a resolution, to pass a resolution stipulating
that treasury shares are to be sold or used in a way other than their
sale via an exchange or via the making of a public offer, with this to
appropriately heed the rules established for the exclusion of
subscription rights held by shareholders, with this especially
applying to shares to be offered to employees, executives and members
of the Management Board of the company or of one affiliated with it in
conjunction with an employee participation programme or with a stock
option programme and/or issued to a private foundation constituted for
purposes of employee participation (for example an employee
participation foundation pursuant to Section 4d Para. 4 Income Tax
Act). The Management Board is also authorised to establish the
conditions of sale. The authorisation can be completely or partially
exercised or also in several partial amounts and for the purposes of
realising one or more than one objective of the company. This
realisation may also be undertaken by a subsidiary (Section 228 Para.
3 Austrian Commercial Code) or by a third party on behalf of the
company.
d. The Management Board is also authorised, should the Supervisory Board
so consent and should such be required, to reduce the share capital.
This is to be undertaken through the withdrawal of treasury shares and
does not require the Annual General Meeting’s passing a resolution, in
accordance with Section 65 Para. 1 (8) last sentence and in connection
with Section 122 AktG. The Supervisory Board is authorised to resolve
amendments to the Articles of Association arising from the withdrawal
of shares.
Vienna, April 2024 The Management Board
Contact:
Austrian Post
Harald Hagenauer
Head of Investor Relations, Group Auditing & Compliance
Tel.: +43 (0) 57767-30400
investor@post.at ═══════════════════════════════════════════════ ═══════════════════════════ 04/18/2024 CET/CEST ═════════ ══════════════════════════════════════════════════ ═══════ 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
1880647 18.04.2024 CET/CEST