EVN AG — AGM Information 2009

Dec 19, 2009

News Details

Corporate | 19 December 2009 06:00

EVN AG: 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

EVN AG / AGM/EGM/AGM/EGM

19.12.2009

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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.

2.Resolution concerning the distribution of the balance sheet profit as
shown in the annual financial statements as at September 30, 2009.

3.Resolution on the discharge of the members of the Executive Board and
Supervisory Board for the 2008/09 financial year.

4.Appointment of the auditor for the 2009/10 financial year.

5.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).

6.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 above-mentioned 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

Mag. Stefan Zach, MAS
Corporate Communications

EVN AG
EVN Platz
2344 Maria Enzersdorf
phone: +43 2236 200 12294
fax: +43 2236 200 82294
mobile: +43 676 810 32294

19.12.2009 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: EVN AG
EVN Platz
2344 Maria Enzersdorf
Österreich
Phone: +43-2236-200-12294
Fax: +43-2236-200-82294
E-mail: info@evn.at
Internet: www.evn.at
ISIN: AT0000741053
WKN: 074105
Indices: ATX
Listed: Foreign Exchange(s) Wien

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