AGM Information • Mar 19, 2021
AGM Information
Open in ViewerOpens in native device viewer
DGAP-News: VERBUNDAG/Announcement of the Convening of the General Meeting 19.03.2021 / 10:14 Announcement of the Convening of the General Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.
VERBUNDAG Vienna FN76023 z, ISINAT0000746409 ('Company')
The location of theAnnual General Meeting within the meaning of Section 106(1) of theAustrian Stock CorporationAct (Aktiengesetz,AktG) is: Europaplatz2, 1150 Vienna,Austria
1. COVID-19 CompanyLaw Act (Gesellschaftsrechtliches COVID-19-Gesetz, COVID-19-GesG) andCOVID-19 CompanyLaw Regulation (Gesellschafts-
In the interest of protecting shareholders and other participants, the Executive Board - after careful consideration - has decided to avail itself of the statutoryoption permitting annual general meetings to be held virtually.
On the basis of Section 1(2) of the COVID-19 CompanyLawAct (Federal LawGazette [BGBl.] I 16/2020 as amended in Federal Law Gazette [BGBl.] I 156/2020; COVID-19-GesG) and the COVID-19 CompanyLaw Regulation (Federal LawGazette [BGBl.] II 140/2020 as amended in Federal LawGazette [BGBl.] II 616/2020; COVID-19-GesV), theAnnual General Meeting of VERBUNDAGon 20April 2021 will be conducted as a 'virtual annual general meeting' in the interest of both the Companyand the participants.
This Executive Board decision means that neither shareholders nor their representatives (with the exception of special proxies in accordance with Section 3(4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV)) mayphysicallyattend theAnnual General Meeting of VERBUNDAGon 20April 2021.
TheAnnual General Meeting will take place at Europaplatz 2, 1150 Vienna, Austria.Onlythe Chairman of the SupervisoryBoard, the Chairman and other members of the Executive Board, the certifying public notaryand the five special proxies proposed bythe Company will be physicallypresent.
Conducting the ordinaryAnnual General Meeting as a virtual annual general meeting in accordance with the COVID-19 CompanyLaw Regulation (COVID-19-GesV) necessitates modifications to the procedures for holding theAnnual General Meeting as well as for exercising shareholder rights.
The right to vote, to propose motions and to raise objections mayonlybe exercised bygranting power of attorneyand issuing instructions to one of the special proxies proposed bythe Companyin accordance with Section 3(4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV).
Shareholders mayavail themselves of their right to information at theAnnual General Meeting byelectronic means, specificallyby transmitting their questions and comments in text form (bye-mail only) to the Companydirectlyat [email protected], provided the shareholders have submitted their safe custodyreceipts as defined in Section
10a of theAustrian Stock CorporationAct (AktG) bythe date specified in item IVhereof and have authorised a special proxypursuant to item Vhereof.
In accordance with Section 3(1), (2) and (4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV) in conjunction with Section 102(4) of theAustrian Stock CorporationAct (AktG), theAnnual General Meeting will be transmitted in its entiretyvia the Internet; the livestream will include all images and audio.
This is permitted under data protection laws on the legal basis of Section 3(1), (2) and (4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV) and Section 102(4) of theAustrian Stock CorporationAct (AktG).
All shareholders of the Companymayparticipate in the virtual Annual General Meeting in the Internet on 20 April 2021 startingat approximately10:30 a.m. CEST(Vienna time) byvisitingwww.verbund.comfrom a suitable device (PC, laptop, tablet, smartphone) and with sufficient bandwidth to support live streaming. No prior registration or login is necessaryto viewtheAnnual General Meeting.
Online transmission of theAnnual General Meeting gives all shareholders the opportunityto followtheAnnual General Meeting in real time via a one-wayacoustic and optical communication line, especiallythe presentation of the Executive Board, the Board's response to shareholder questions and the voting process.
Please note that the live transmission of the virtual Annual General Meeting will not allowfor remote participation (Section 102(3)(2) of the Austrian Stock CorporationAct (AktG)) or remote voting (Section 102(3)(3) of theAustrian Stock CorporationAct (AktG) and Section 126 of theAustrian Stock CorporationAct (AktG)), and the Internet transmission is not a two-wayconnection. Therefore, shareholders are only able to observe theAnnual General Meeting.
Likewise, please note that the Companyis onlyresponsible for the use of technical communication channels insofar as such communication channels are attributable to its own sphere (Section 2(6) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV)).
In other respects, please refer to the organisational and technical prerequisites for participation pursuant to Section 3(3) in conjunction with Section 2(4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV),which are included in this Notice to Convene ('Participation Information').
Presentation of the approved 2020 annual financial statements, including the management report bythe Executive Board and the corporate governance report; presentation of the consolidated financial statements, including the Group management report; and presentation of the proposal for the distribution of profits and the report of the SupervisoryBoard for financial year 2020
Resolution to approve the appropriation of the net profit reported in the 2020 annual financial statements
Resolution to formallyapprove the actions of the members of the Executive Board for financial year 2020
Resolution to formallyapprove the actions of the members of the SupervisoryBoard for financial year 2020
5.Appointment of the auditor and the Group auditor for financial year 2021
Resolution to approve the remuneration report presenting the remuneration paid to the members of the Executive and Supervisory Boards of VERBUNDAGfor financial year 2020
Resolution to approve the remuneration structure for SupervisoryBoard members
The following documents are among those thatwill be made available on the Company's website at https://www.verbund.com/en-
at/about-verbund/investor-relations/ general-meeting/2021 byno later than 30 March2021 pursuant to Section 108(3) and (4) of theAustrian Stock CorporationAct (AktG):
the IntegratedAnnual Report for financial year 2020;
the annual financial statements and management report for financial year 2020;
the Corporate Governance Report for financial year 2020;
the consolidated financial statements and Group management report for financial year 2020;
the proposal for the distribution of the net profit generated in financial year 2020;
the report of the SupervisoryBoard for financial year 2020;
motions for resolutions on agenda items 2 through 7;
the remuneration report;
a power of attorneyform for the special proxies set forth in Section 3(4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV);
a form for submitting questions on agenda items;
a form for revoking power of attorney;
Participation Informationon the organisational and technical prerequisites for participation pursuant to Section 3(3) in conjunction with Section 2(4) of the
COVID-19 CompanyLaw Regulation (COVID-19-GesV); and
The right to participate in the virtual Annual General Meeting and to exercise voting rights and all other shareholder rights applicable to this virtual Annual General Meeting on the basis of the COVID-19 CompanyLawAct (COVID-19-GesG) and the COVID-19 CompanyLaw Regulation (COVID-19-GesV) depends on the status of share ownership at 11:59 p.m. CEST(Vienna time) on10 April 2021 (record date). Onlythose who are shareholders on the record date and who provide evidence of this fact to the Companywill be entitled to participate in the virtual Annual General Meeting based on the COVID-19 CompanyLawAct (COVID-19-GesG) and the COVID-19 CompanyLaw Regulation (COVID-19-GesV).
As evidence of share ownership on the record date, a safe custodyreceipt pursuant to Section 10a of theAustrian Stock CorporationAct (AktG) must be submitted to the Companybyno later than 11:59 p.m. CEST(Vienna time) on 15 April 2021. The submission must be made via one of the following communication channels:
bymail or courier: VERBUNDAG Corporate Office, attn.: Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria
bye-mail: an electronic document in PDFformat bearing a qualified electronic signature: [email protected]
bySWIFT: COMRGB2L (Message Type MT598 or MT599, ISINAT0000746409 must be referenced in the bodyof the message)
Submissions are also welcome in advance in text form: byfax: +49 89 30903 74675 or bye-mail: anmeldestelle@computershare.de (Safe custodyreceipts must be in PDFformat.)
Shareholders mayneither appoint a special proxynor exercise their right toinformationwithbindingeffect unless their safe custody receipts are submitted to the Companyin a timelymanner.
Shareholders are requested to contact the custodial bank to arrange for issuance and transmission of a safe custodyreceipt. The record date has no effect on the saleabilityof the shares and is not significant for calculation of the dividend.
Safe custodyreceipt pursuant toSection10a of the AustrianStock CorporationAct (AktG)
The safe custodyreceipt must be issued bya custodial bank domiciled in a member state of the European EconomicArea or a full member state of the OECDand must include the following information (Section 10a(2) of theAustrian Stock CorporationAct (AktG)):
information on the issuer: name/companyname and address, or a code used commonlyin intrabank transactions (SWIFT);
information on the shareholder: name/companyname, address, date of birth for natural persons or registryand registration number for legal entities, if applicable;
information on the shares: number of shares held bythe shareholder,
ISINAT0000746409 (international securities identification number);
securities/custodyaccount number or other designation; and
date or period of time the safe custodyreceipt refers to.
The safe custodyreceipt, as evidence of share ownership for the purpose of participation in theAnnual General Meeting, must be dated prior to the end of the record date at 11:59 p.m. CEST(Vienna time) on 10 April 2021. Safe custodyreceipts maybe submitted in German or English.
For registered shares, onlythe entryin the share register at the end of the record date is relevant; the shareholder is not required to provide separate evidence nor to register for theAnnual General Meeting.
Each shareholder entitled to participate in this virtual Annual General Meeting based on the COVID-19 CompanyLawAct (COVID-19- GesG) and the COVID-19 CompanyLaw Regulation (COVID-19-GesV) and who has provided evidence of this fact to the Companyin accordance with the provisions of item IV. of this Notice to Convene has the right to appoint a special proxy.
In accordance with Section 3(4) of the COVID-19 CompanyLaw Regulation (COVID-19-GesV), proposing a motion, casting a vote and raising an objection at the virtual Annual General Meeting of VERBUNDAGon 20 April 2021 mayonlybe done through a special proxy.
The following persons who are suitable and independent of the Companyare herebyproposed as special proxies:
(i) Dr. Michael Knap c/o IVAInteressenverband fürAnleger Feldmühlgasse 22, 1130 Vienna,Austria E-mail: [email protected]
(ii)AttorneyDr. Christoph Nauer LL.M. c/o bpvHügel Rechtsanwälte GmbH Enzersdorferstraße 4, 2340 Mödling,Austria E-mail: [email protected]
(iii)AttorneyDr. Sascha Schulz c/o Schönherr Rechtsanwälte GmbH Schottenring 19, 1010 Vienna,Austria E-mail: [email protected]
(iv)AttorneyMag. Philipp Stossier c/o Stossier Heitzinger, Rechtsanwälte in Kooperation Dragonerstraße 54, 4600 Wels,Austria E-mail: [email protected]
(v)AttorneyMag.Gernot Wilfling c/o MÜLLERPARTNERRECHTSANWÄLTEGMBH Rockhgasse 6, 1010 Vienna,Austria E-mail: [email protected]
Shareholders mayselect one of the five persons named above as their special proxyand grant that person power of attorney.
Aseparate form for granting power of attorneyto special proxies is available for download from the Company's website at www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2021. Shareholders are requested to use this proxyform.
The requirements for participation listed in the Participation Informationmust be adhered to with respect to the issuance of powers of attorney, the relevant transmission options and deadlines.
Submission of powers of attorneyin person at the meeting location is expresslyprohibited.
1. Additions tothe agenda byshareholders pursuant toSection109 of the AustrianStock CorporationAct (AktG)
Shareholders whose individual or aggregate shareholding equals at least 5%of the share capital and who have held such shares for a period of at least three months prior to submitting a request mayrequest in writing that additional items be addedtothe agenda of this Annual General Meeting and be made public.Anysuch requests must be received bythe Companyin written form (bymail or courier) by no later than 11:59 p.m. CEST(Vienna time) on 30 March2021. Requests mayonlybe sent via one of the following channels: bymail (to the attention of Dr.Andreas Bräuer, VERBUNDAGCorporate Office,Am Hof 6a, 1010 Vienna,Austria), bye-mail: (consisting of an electronic document in PDFformat bearing a qualified electronic signature and sent to [email protected]) or bySWIFT (to COMRGB2L, message type MT598 or MT599). It is absolutelynecessarythat 'ISINAT0000746409' be specified in the text block of the SWIFTmessage.
Each agenda item so requested must be accompanied bya motion, including a statement of reasons.AGerman version of the agenda item and the motion submitted must also be provided; however, this does not applyto the statement of reasons. Evidence of shareholder status must be provided bymeans of a safe custodyreceipt pursuant to Section 10a of theAustrian Stock CorporationAct (AktG) confirming that the shareholders making the request held their shares for at least three months prior to submitting such request. The safe custodyreceipt maybe no more than seven days old upon submission to the Company. Multiple safe custodyreceipts for shares comprising an aggregate shareholding of 5%must bear identical date/time stamps.
With respect to the other requirements applicable to safe custodyreceipts, please refer to the information on participation rights (item IV. of this Notice to Convene).
2. Motions onagenda items put forwardbyshareholders inaccordancewithSection110 of the AustrianStock CorporationAct (AktG)
Shareholders whose individual or aggregate shareholding equals at least 1%of the share capital maysubmit motions in text form as defined in Section 13(2) of theAustrian Stock CorporationAct (AktG), including a statement of reasons, on each agenda item and request that anysuch proposals, along with the names of the shareholders submitting the motion, the statements of reasons to be attached and anycomments bythe Executive Board or the SupervisoryBoard, be made available on the Company's website as listed in the commercial register, provided such request is received bythe Companybyno later than 11:59 p.m. CEST(Vienna time) on 9 April 2021 in text form as defined in Section 13(2) of theAustrian Stock CorporationAct (AktG) - for instance as a PDF- either byfaxaddressed to +43 (0) 50313- 154010, bymail addressed to the attention of Dr.Andreas Bräuer, VERBUNDAGCorporate Office,Am Hof 6a, 1010 Vienna,Austria, or byemail addressed to [email protected]. If 'text form' pursuant to Section 13(2) of theAustrian Stock CorporationAct (AktG) is required, the relevant declaration must be made on paper or in another manner suitable for its permanent reproduction in writing, the person making the declaration must be named and completion of the declaration must be evidenced through reproduction of a signature or in another manner.AGerman version of the proposed motion must also be provided; however, this does not applyto the statement of reasons.
Evidence of shareholder status must be provided bymeans of a safe custodyreceipt pursuant to Section 10a of theAustrian Stock CorporationAct (AktG). The safe custodyreceipt maybe no more than seven days old upon submission to the Company. If multiple shareholders are needed to reach the 1%shareholding requirement, all of the shareholders' safe custodyreceipts must bear identical date/time stamps.
For registered shares, entryin the share register is the deciding factor and the shareholder is not required to provide separate evidence.
With respect to the other requirements applicable to safe custodyreceipts, please refer to the information on participation rights (item IV. of this Notice to Convene).
Each shareholder must be provided with information on matters of the Companyupon request during theAnnual General Meeting to the extent that such information is necessaryto allowproper assessment of an agenda item. The right to information also extends to legal relationships between the Companyand an affiliated companyas well as the position of the Group and the companies included in the consolidated financial statements. The provision of information maybe refused if - based on a reasonable economic assessment - such information could cause material damage to the Companyor one of its affiliated companies or if provision of such information would be a criminal offence.
The exercise of shareholders' right to information requires evidence of the right to participate (item IV. of this Notice to Convene) and the granting of a corresponding power of attorneyto the special proxy(item Vof this Notice to Convene).
It is herebyexpresslynoted that shareholders mayonlyavail themselves of their right toinformationandright tospeak at the virtual AnnualGeneral Meetingbyelectronic means, specificallybytransmitting their questions and/or comments bye-mail to the Company directlyat [email protected].
e-mail) to [email protected] such that theyare receivedbythe Companybyno later than the third business day before theAnnual General Meeting,which is Thursday, 15 April 2021. This process serves to improve meeting efficiencyin the interests of all participants in theAnnual General Meeting, particularlyin the case of matters requiring significant preparation time.
Bysending your questions in advance, you enable the Executive Board to prepare as preciselyas possible and to respond to your questions as quicklyas possible during theAnnual General Meeting.
Please use the formprovidedfor this purpose on the Company's website atwww.verbund.com/en-at/about-verbund/investorrelations/general-meeting/2021. If the form provided is not used, the identityof the shareholder must be specified in an e-mail (name/companyname, date of birth/shareholder's commercial register number). We ask that you additionallyinclude your custodial account number in the e-mail to enable the Companyto confirm your identityand verifyconsistencywith the safe custodyreceipt.
Please note that the Chairman mayset time limits as appropriate during theAnnual General Meeting.
More detailed information and the different modalities for exercising shareholder rights to information pursuant to Section 118 of the Austrian Stock CorporationAct (AktG) will be provided in the Participation Information.
Each shareholder has the right - regardless of their specific shareholding - to have their special proxypropose motions on each agenda item during the virtual Annual General Meeting pursuant to the COVID-19 CompanyLawAct (COVID-19-GesG) and the COVID-19 CompanyLaw Regulation (COVID-19-GesV).
While the virtual Annual General Meeting is ongoing, the Chairman will determine the time up to which instructions for presenting motions maybe provided to special proxies.
This requires evidence of the right toparticipate in accordance with item IV. of this Notice to Convene andthe granting of a corresponding power of attorneytothe special proxyin accordance with item Vof this Notice to Convene.
Additional information and the modalities for exercising shareholder rights to information pursuant to Section 119 of theAustrian Stock CorporationAct (AktG) will be provided in the Participation Information.
VERBUNDAG, AmHof 6a, 1010 Vienna, Austria is the partyresponsible (data controller) for processing shareholders' personal data.
VERBUNDAGprocesses the personal data of its shareholders - in particular that pursuant to Section 10a(2) of theAustrian Stock CorporationAct (AktG), i.e. name, address, date of birth, bank details, securities custodyaccount number, number of shares held bythe shareholder, share class (if applicable), voting card number, and, if applicable, the name, address and date of birth of the proxy (authorised representative) as well as the voting record and other actions of the shareholder during the (virtual)Annual General Meeting as recorded in the minutes - on the basis of the applicable data protection regulations, especiallythe EUGeneral Data Protection Regulation(GDPR), theAustrian Data ProtectionAct and theAustrian Stock CorporationAct.
The personal data of shareholders is processed in order to enable shareholders to exercise their rights at the (virtual)Annual General Meeting.
VERBUNDAGreceives the personal data from the shareholders or from the respective custodial bank (data in accordance with Section 10a(2) of theAustrian Stock CorporationAct (AktG)).
The processing of shareholders' personal data is absolutelynecessaryfor the participation of shareholders and their representatives in the (virtual)Annual General Meeting pursuant to theAustrian Stock CorporationAct.Accordingly, the legal basis for processing is Article 6(1) lit. c of the GDPR.
VERBUNDAGuses service companies and order processors such as ITand back office service providers for the purpose of organising the (virtual)Annual General Meeting. The service providers are onlyfurnished with such personal data from VERBUNDAGas is required to carryout the contracted service, and theyprocess the data solelyon the basis of an agreement under data protection law.
If a shareholder or a shareholder proxytakes part in the (virtual)Annual General Meeting, all attending shareholders or their proxies, the members of the Executive Board and the SupervisoryBoard, the notaryand all other authorised persons mayviewthe legallyrequired list of participants (Section 117 of theAustrian Stock CorporationAct (AktG)) and thus also obtain access to the personal data included in the list (e.g. name, place of residence, shareholding). VERBUNDAGis also legallyobliged to submit personal shareholder data (especially the list of participants) to the commercialregister as part of the notarial record (Section 120 of theAustrian Stock CorporationAct (AktG)). Notaries receive the personal data necessaryto meet these statutoryobligations.
Data on shareholders and their representatives is deleted and/or anonymised as soon as it is no longer required for the purposes for which itwas collected and processed, and as long as no other legal obligations require further storage of such data. Documentationand retentionobligations arise in particular on the basis of corporate, stock and takeover law, from legislation on taxes and duties and from moneylaundering regulations. In the event that legal claims are asserted byshareholders against VERBUNDAGor byVERBUNDAG against shareholders, the storage of personal data serves the purpose of investigatingandassertingsuchclaims in individual cases. In the context of legal proceedings involving civil lawsuits, this mayresult in the data being stored for the duration of the period of limitation plus the duration of the legal proceedings until their final and binding conclusion.
Shareholders and proxies are at all times entitled to exercise anyof the rights toinformationandtorectification,restriction, objectionor deletionwith regard to the processing of their personal data as well as to exercise their right todata portabilityin accordance with Chapter III of the GDPR. Shareholders mayassert these rights against VERBUNDAGfree of charge bysending an e-mail to the data protection officer at [email protected] or bywayof the following point of contact:
Furthermore, shareholders have the right to lodge a complaintwith a supervisoryauthorityfor data protection as defined inArticle 77 of the GDPR.
As of the date of this Notice to Convene theAnnual General Meeting, the Company's share capital amounted to 347,415,686 euros and was divided into 170,233,686 ordinarybearer shares and 177,182,000 ordinaryregistered shares.
Each share confers the right to one vote at the virtual Annual General Meeting, subject to the following: Pursuant to Section 19(3) of theArticles ofAssociation,with the exception of regional authorities and companies in which regional authorities hold an interest of at least 51%, the voting rights of each shareholder in theAnnual General Meeting are restricted to 5%of the share capital, and thus to 17,370,784 votes.
With respect to the upcomingAnnual General Meeting,we would like to expresslypoint out once again that neither shareholders nor any guests will be permitted to access the location of theAnnual General Meeting in person pursuant to the COVID-19 CompanyLaw Regulation (COVID-19-GesV).
Vienna, March 2021 The Executive Board
19.03.2021 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | VERBUNDAG |
| Am Hof 6A | |
| 1010 Wien | |
| Austria | |
| Phone: | 0043-1-53113-52604 |
| Fax: | 0043-1-53113-52694 |
| E-mail: | [email protected] |
| Internet: | www.verbund.com |
| ISIN: | AT0000746409 |
| WKN: | 877738 |
| Listed: | Foreign Exchange(s) Vienna Stock Exchange (Official Market) |
End of News DGAPNews Service
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.