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EANS-General Meeting: Österreichische Post AG / Resolutions of the General Meeting

Published: April 20, 2017; 14:07 · (FriedlNews)

Publication of the resolution passed by the Annual General Meeting on April 20, 2017 with respect to authorisation granted to the Management Board to acquire the Company's own shares pursuant to Section 65 Para. 1 (4) and (8) and Para. 1a and 1b Austrian Stock Corporation Act (AktG) in conjunction with Section 82 Para. 9 Austrian Stock Exchange Act and Section 2 Para. 2 Austrian Publication Regulation.

 

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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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Publication of the resolution passed by the Annual General Meeting on April 20,
2017 with respect to authorisation granted to the Management Board to acquire
the Company's own shares pursuant to Section 65 Para. 1 (4) and (8) and Para.
1a and 1b Austrian Stock Corporation Act (AktG) in conjunction with Section 82
Para. 9 Austrian Stock Exchange Act and Section 2 Para. 2 Austrian Publication
Regulation

At the Annual General Meeting of Österreichische Post Aktiengesellschaft
(Austrian Post), Vienna, held on April 20, 2017, the following resolution was
passed with respect to item 8 on the agenda:

a) In accordance with Section 65 Para 1 (4) and (8) as well as Para 1a and 1b
AktG, the Management Board of Austrian Post 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 30
months, with this starting upon April 20, 2017, 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 be ÖBIB, and with this to be at a lowest equivalent value
of EUR 20.00 (twenty 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 exercised in two or more 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 acting on a paid commission basis 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, senior managers and members of the Management Board of
the company or of one affiliated with it in conjunction with an employee
participation program, with a stock option program and/or for purposes of being
issued to a private foundation enabling employee participation.

b) The Management Board of Austrian Post may resolve to make this acquisition
on an 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, senior
managers and members of the Management Board of the company or of one
affiliated with it in conjunction with an employee participation program or
with a stock option program and/or issued to a private foundation
constituted for purposes of employee participation. The Management Board is
also authorised to establish the conditions of sale. The authorisation can
be exercised in two or more 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 acting on a paid commission basis 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 with Section 122 AktG. The
Supervisory Board is authorised to adopt amendments to the Articles of
Association arising from the withdrawal of shares.

e) These points relating to the authorisation granted to the Management Board
also entail a corresponding revocation of the authorisation granted to the
Management Board to acquire the Company's own shares in accordance with the
resolution on item 10 of the agenda passed by the Annual General Meeting on
April 15, 2015.

Vienna, April 2017

The Management Board

Österreichische Post Aktiengesellschaft (Austrian Post)

Vienna, FN 180219 d
ISIN AT0000APOST4
Further inquiry note:
Austrian Post
Harald Hagenauer
Head of Investor Relations,
Group Internal Audit & Compliance
Phone: +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

Digital press kit: http://www.ots.at/pressemappe/2209/aom

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