EVN AG — AGM Information 2009

Dec 21, 2009

EVN AG based in Maria Enzersdorf ISIN: AT0000741053

Convocation

to the 81th Annual General Meeting of EVN AG

taking place on January 21, 2010, 10:00, at EVN Forum, EVN Platz, 2344 Maria Enzersdorf

Agenda:

• 1. Submission of the adopted annual financial statements, the Management Report of the Executive Board and the Corporate Governance Report along with the Report of the Supervisory Board in respect to the 2008/09 financial year, as well as the consolidated financial statements for the EVN Group and the Group Management Report for the 2008/09 financial year.
• 1. Resolution concerning the distribution of the balance sheet profit as shown in the annual financial statements as at September 30, 2009.
• 1. Resolution on the discharge of the members of the Executive Board and Supervisory Board for the 2008/09 financial year.
• 1. Appointment of the auditor for the 2009/10 financial year.
• 1. Resolution on authorised capital

The Executive Board is granted authorisation, within five years after the registration of the relevant amendment to the Articles of Incorporation in the company register, to increase the authorised capital of the company by up to EUR 30,000,000, in one or more tranches, by issuing up to 16,352,582 non-par value bearer shares against a contribution in cash and/or in kind, as and to fix the volume of the capital increase, the offering price and the terms of the issue, with the approval of the Supervisory Board, inasmuch as the Executive Board ensures that the shareholding in EVN AG held by NÖ Landes-Beteiligungsholding GmbH does not fall below the level of 51%, even after the capital increase (§ 2 Federal Constitutional Law regulating the ownership structure in Austrian electricity companies (BGBl I 143/1998) as well as § 1 "NÖ Landesbeteiligungsgesetz" (NÖ LGBl 3930-0), the Lower Austrian law regulating the participation of the federal province in companies such as EVN AG).

• 1. Resolution in respect to amending the Articles of Incorporation
• a) Addition to § 5 of the Articles of Incorporation by a new paragraph 3 in respect to the abovementioned authorised capital as well as the numbering of the previous paragraphs.
• b) Amendment to § 14 of the Articles of Incorporation in respect to the Austrian Stock Corporation Amendment Act 2009, to read as follows:

§ 14

(1) Shareholders who can provide proof of their shareholding by the designated deadline are entitled to take part in the Annual General Meeting. For shares which have been officially deposited (for example with the Company, a certified public notary or the main branch of an Austrian bank), the shareholder is required to present a certificate of deposit for the deposited bearer shares to the Company pursuant to § 10a Austrian Stock Corporation Act to the address stipulated in the announcement of the convening of the Annual General Meeting by the third working day before the first day of the Annual General Meeting, inasmuch as no other deadline has been determined. For shares which have not been deposited, it is required to present a written confirmation on the part of a certified public notary, also by the date applicable to deposited shares.

(2) The Company designates email as its preferred communications channel for the submission of proposals to the Annual General Meeting or proxies. E-mails are to be submitted to the address designated on the EVN AG Website or in the Convocation of the Annual General Meeting or using the template provided on the EVN AG Website. The Executive Board is authorised to select another, additional communications channel in its Convocation of the Annual General Meeting.

(3) The Executive Board is authorised to make an audio and visual recording of the Annual General Meeting and/or to broadcast it publicly.

(4) The voting rights of a shareholder cannot be exercised if the shareholder has violated disclosure requirements pertaining to the extent of the shareholding as contained in legal regulations or stock exchange rules.

Shareholders' right of perusal of documents, in accordance with § 108 para. 3 to 5 in Austria's Stock Act (§ 106 Z 4 Austrian Stock Corporation Act)

In accordance with§ 108 para 3 to 5 Austrian Stock Corporation Act (hereafter "AktG"), the documents are to be made accessible at company headquarters to the shareholders, for perusal, by no later than 21 days prior to the Annual General Meeting (AGM), meaning, in this case, as of December 31, 2009. In accordance with § 108 para. 4 of the AktG, the information is to be retrievable at http://www.evn.at/agm.aspx. The Company's Website is also to provide access to the forms for the conferring and revoking of powers of attorney (proxies), as stipulated by § 114 AktG.

Notice of rights possessed by shareholders in accordance with §§ 109, 110 and 118 AktG (§ 106 Z 5 AktG)

In accordance with § 109 AktG, shareholders whose stockholdings amount to five percent of the company's share capital are entitled to demand in writing that topics be placed on the agenda of the next AGM, and that these be made known to attendees. Each of the topics applied for inclusion on the agenda has to be accompanied by a motion for resolution and by its substantiation. The placer of the resolution has to have been a shareholder for at least three months prior to this application. The shareholder's demand has to have been received by the company by 21 days prior to the date of the AGM at the latest, meaning by December 31, 2009.

In accordance with § 110 AktG, shareholders whose cumulative holdings amount to one percent of the company's share capital are entitled to relay to the company proposals relating to this topic on the agenda, provided that these are in textual form (§ 13 para 2 AktG) and that they involve resolutions for consideration. Such shareholders are also entitled to demand that these proposals, along with the name of the shareholders involved, the associated substantiation and, should exist, the position taken by the executive or supervisory boards of the company be placed on the company's Website for general access. This requirement has to be heeded in cases in which it is received by the company by no later than seven working days prior to the AGM, meaning, in this case, by January 12, 2010. In cases in which the request involves a candidate for election to the supervisory board, a presentation of the person being proposed replaces the substantiation, in accordance with § 87 para. 2 AktG.

§ 118 AktG stipulates that each shareholder is entitled to require at the AGM information on the company's affairs, provided that such information is requisite to render a due and proper assessment of an agenda topic. This requirement to provide information extends to the legal and business relations maintained by the company with an associate, and to the situations of the group and of the companies consolidated into group accounts.

Reasons to refuse to provide information can be its being adjudged, using prudent and reasonable principles of business practice, as being capable of causing the company or an affiliate to experience a substantial disadvantage, or in such cases in which this divulging would be punishable by law. Another reason to refuse the provision of information is the information's, in the form of a Q & A (questions and answers), having been accessible via the company's Website for at least seven days prior to the AGM on an uninterrupted basis.

We request your placing questions whose answering involves a relatively long period of preparation to be submitted to the company within an adequate period of time prior to the AGM.

The rights of shareholders which are linked to the possession of shares during a preset period of time can only be exercised in those cases in which the proof of ownership by the shareholder during the period of time in question is provided through the furnishing of a confirmation of deposit according to §10a AktG, or, in cases of shares which have not been consigned to an account of deposit, of confirmation by a notary. In-depth information on shareholders' rights, and on particularly those guaranteed by §§ 109, 110 and 118 AktG, is to be found on the company's Website at http://www.evn.at/agm.aspx.

Applications for additions to the agenda and for resolutions are, along with questions, to be submitted to the company and specifically to Mr. Klaus Kohlhuber by mail (EVN Platz, A-2344 Maria Enzersdorf), by fax (+43 (0) 2236/200-82398) or by E-mail (Hauptversammlung2010@evn.at).

Date of provision of proof and preconditions for the participation at the Annual General Meeting (AGM), in accordance with Austria's Stock Act § 111 AktG (§ 106 Z 6 and 7 AktG)

The Austrian Stock Corporation Amendment Act 2009 (AktRÄG 2009) has caused § 14 of the company's Articles of Incorporation, on the convoking of the AGM and on rights of participation and voting, to not apply. In accordance with § 111 para 1 AktG, the right to participate in the AGM and to exercise shareholder's rights is predicated upon the ownership of shares as of the end of the tenth day preceding that of the AGM (date of provision of proof of ownership), meaning in this case as of midnight on January 11, 2010 (CET). Shareholders participating in the AGM and wishing to exercise their shareholder's rights have to furnish proof to the company of their having owned shares as of this date of provision of proof.

This proof of ownership of shares as of the above can take the form, for the owners of bearer shares deposited at a financial institution, of a confirmation meeting the stipulations of § 10a AktG. This confirmation has to be received by the company by no later than three working days preceding the AGM, meaning, in this case, by January 18, 2010. This confirmation has to be issued by the bank maintaining the account of deposit. This bank has to be headquartered in a member of the European Economic Community or in a country which is a member in good standing of the OECD. The confirmation of deposit has at the very least to contain the information foreseen in § 10a para 2 AktG. In cases in which the confirmation of deposit contains proof of the owner's currently serving as shareholder, this confirmation is not to be older than seven days as of the time of submission to the company. These confirmations can be either in German or English.

For the ownership of bearer shares not consigned to deposit, the written confirmation by a notary of ownership of shares suffices as proof. This confirmation has to be received by the company by no later than three working days preceding the AGM.

The proof of ownership of shares as of the date of provision of proof has to be received by the company by no later than the third working day preceding the AGM, meaning, in this case, by January 1, 2010. The provision of proof should be addressed to Mr. Klaus Kohlhuber and can be sent by mail (EVN Platz, A-2344 Maria Enzersdorf), by fax (+43 (0) 2236/200-82398) or by E-mail (Hauptversammlung2010@evn.at).

In accordance with § 262 para 20 AktG, the company has decided not to accept confirmations and declarations of deposit satisfying § 114 para1 fourth sentence of AktG and contrary to § 10a para 3 second sentence of AktG submitted via an international, highly secure inter-bank communication network enabling its participants to be clearly and unmistakably identified.

Right to name a representative in accordance with §§ 113 f AktG (§ 106 Z 8 AktG)

Each shareholder who is permitted to participate in the AGM has the right to name a representative. This can be both a natural or legal person. The company itself, or a member of its executive or supervisory boards, is entitled to serve as a voting representative only in those cases in which the shareholder has issued express instructions on the exercising of his voting rights and as to individual topics on the agenda. (The power of representation has to name a specific person.) It suffices for this to be in textual form. In cases in which the shareholder has granted this power of representation to the bank maintaining his

account of deposit (§ 10a AktG), it suffices for the bank to render a declaration supplemental to the confirmation of deposit and containing the assertion of receipt of power of representation.

Requisite to be used in the granting of a power of representation is the form (which also enables the granting of a restricted power) maintained on the company's Website http://www.evn.at/agm.aspx. This power has to be relayed to the company, which has to maintain it.

Powers of representation should be addressed to Mr. Klaus Kohlhuber and can be sent by mail (EVN Platz, A-2344 Maria Enzersdorf), by fax (+43 (0) 2236/200-82398) or by E-mail (Hauptversammlung2010@evn.at).

In accordance with § 262 para 20 AktG, the company states it that it will not accept certificates of deposit and statements made pursuant to § 114 para 1 Z 4 and in line with § 10a para 3 Z2 AktG via an international, highly secure communications network of financial institutions whose participants can be clearly identified.

The above-mentioned stipulations about appointing a proxy also correspondingly apply to revoking the power of attorney.

Total number of shares and voting rights at the time of the convocation of the AGM (§ 106 Z 9 AktG)

At the time the AGM is convened, the authorized capital of the company amounts to EUR 300,000,000, and is divided into 163,525,820 non-par value bearer shares. Each share is entitled to one vote. At the time the announcement is made of the convening of the AGM, the company holds 534,864 of its own shares (treasury stock). The shares are not divided into different classes.

Shareholders attending the AGM will be admitted starting at 9:00 a.m.

Maria Enzersdorf, December 2009 The Executive Board