EVN AG — AGM Information 2012

Dec 18, 2012

News Details

AGM Announcements | 18 December 2012 07:30

EVN AG: Convening of the 84th Annual General Meeting scheduled to take place on Thursday, January 17, 2013, 10:00 am, location: EVN FORUM, EVN Platz, 2344 Maria Enzersdorf

EVN AG / Announcement of the Convening of the General Meeting

18.12.2012 07:30

Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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EVN AG
Headquartered in: Maria Enzersdorf
ISIN: AT0000741053

Convening

of the 84th Annual General Meeting scheduled to take place on Thursday,
January 17, 2013, 10:00 am, location: EVN FORUM, EVN Platz, 2344 Maria
Enzersdorf

Agenda:

1. Presentation of the approved annual financial statements, of the
   management report submitted by the Executive Board and of the Corporate
   governance report, including the report of the Supervisory Board on the
   2011/12 financial year, as well as presentation of the consolidated
   financial statements and the Group management report for the 2011/12
   financial year.

2. Adoption of a resolution on the distribution of the net profits for the
   year as shown in the annual financial statements as of September 30, 2012.

3. Adoption of a resolution concerning the approval of the actions of the
   Executive Board and of the Supervisory Board for the 2011/12 financial
   year.

4. Appointment of the auditor for the 2012/13 financial year.

5. Amendment to the EVN Articles of Incorporation:

In order to implement the provisions contained in the Corporate Law
Amendment Act 2011 (Gesellschaftsrechts-Änderungsgesetzes 2011 BGBl I
53/2011), Article 5 Para. 2 of the EVN Articles of Incorporation should be
changed by eliminating the words 'dividend warrants, renewal certificates,
interim stock certificates, provisional certificates, global certificates,
partial debentures, interest coupons and warrants', so that in the future
it will read as follows:

§ 5
'(2) The Executive Board is authorised to determine the form and contents
of share certificates. The bearer shares are to be securitized in one or
more global certificates and deposited with a central securities depository
(Article 1 Para. 3 Austrian Depository Act) or with a comparable foreign
institution. The right to be granted individual certificates is excluded.'

1. Election to the Supervisory Board

Opportunity for shareholders to inspect records pursuant to sec. 108
paragraphs 3 to 5 of the Austrian Stock Corporation Act (AktG) (Article 106
(4) of the Stock Corporation Act)

The records pursuant to Article 108 (3 to 5) of the Stock Corporation Act
will be displayed for inspection by the shareholders as from the 21st day
before the Annual General Meeting, i.e., from December 27, 2012, at the
seat of the Company. The information required to be disclosed pursuant to
Article 108 (4) of the Stock Corporation Act may be accessed via the
Company's Internet page under
http://www.evn.at/Gruppe/Organe/Annual-General-Meeting.aspx. The Company's
Internet page also provides access to the model forms for granting and
revoking a power of attorney pursuant to Article 114 of the Stock
Corporation Act.

Reminder to the shareholders of their rights pursuant to Articles 109, 110
and 118 of the Stock Corporation Act (Article 106 (5) of the Stock
Corporation Act)

Pursuant to Article 109 of the Stock Corporation Act, shareholders the
total of whose shares add up to 5% of the Company's share capital are
entitled to demand, in writing, that certain items determined by them be
included in the agenda of the subsequent Annual General Meeting and
publicized accordingly. Each item requested to be included in the agenda
must be accompanied by a draft resolution including a statement of reasons.
The applicants must have held their shares for at least three months before
the filing of the respective request. The shareholders' request must have
been received by the Company not later than on the 21st day before the
Annual General Meeting, i.e., on or before December 27, 2012.

Pursuant to Article 110 of the Stock Corporation Act, shareholders the
total of whose shares add up to 1% of the Company's share capital are
entitled to submit to the Company, in text form (Article 13 (2) of the
Stock Corporation Act), written proposals for resolution with regard to
each individual item on the agenda and to demand that such proposals be
made accessible on the Company's Internet page, together with the names of
the shareholders in question, the required statement of reasons and a
statement (optional) by the Executive Board or the Supervisory Board. Such
a request must be taken into account if it is received by the Company on or
before the seventh working day before the Annual General Meeting, i.e., on
or before January 8, 2013. In case of a proposal concerning the election of
a member of the Supervisory Board, the statement of reasons will be
replaced by the declaration made by the nominated person pursuant to
Article 87 (2) of the Stock Corporation Act.

Pursuant to Article 118 of the Stock Corporation Act, each shareholder is
entitled, during the Annual General Meeting, to request and receive
information concerning the Company' business, to the extent that such
information is necessary for a proper understanding of any item on the
agenda. The obligation of providing information also extends to the
Company's legal and business relationship with any of its affiliated
companies, to the situation of the Group and of the enterprises included in
the consolidated financial statements.

The request for information may be refused in cases where reasonable
entrepreneurial evaluation of the subject in question indicates that the
disclosure of such information is likely to cause a considerable
disadvantage to the Company or to any of its affiliated companies or that
disclosure would lead to prosecution. A request for information may also be
refused in cases where the information in question was accessible via the
'Questions and Answers' section of the Company's Internet page for a
minimum period of seven days before the start of the Annual General
Meeting.
If you have questions the answering of which requires some preparation
time, please address them to the Company in writing and in good time before
the Annual General Meeting.

Those shareholder rights that depend on the shares having been held by the
shareholder in question over a determined period may only be exercised
subject to the provision of proof of share ownership throughout the
relevant period in each case; such proof must be provided by means of a
certificate of deposit pursuant to Article 10a of the Stock Corporation Act
or, in the case of shares that are not deposited in a custody account, by
means of a confirmation signed by notary. Further information concerning
the shareholder rights, particularly those pursuant to Articles 109, 110
and 118 of the Stock Corporation Act, may also be found on the Company's
Internet page, http://www.evn.at/Gruppe/Organe/Annual-General-Meeting.aspx.

Proposals for additions or amendments to the agenda, proposals for
resolution and questions should be addressed to the Company by letter (EVN
AG, attn.: Ute Teufelberger, EVN Platz, 2344 Maria Enzersdorf), by fax (+43
(0) 1 8900 500 74) or by e-mail (anmeldung.evn@hauptversammlung.at).

Record Date and conditions for attending the Annual General Meeting
pursuant to Article 111 of the Stock Corporation Act (Article 106 (6 and 7)
of the Stock Corporation Act)

Pursuant to Article 111 (1) of the Stock Corporation Act, as well as of
Article 14 of the Articles of Incorporation, the right to attend the Annual
General Meeting and to exercise the shareholder rights is determined by the
shares held by the end of the tenth day before the date of the Annual
General Meeting (record date), i.e., by the shares held by the respective
shareholder at 24:00 on January 7, 2013 (CET). Shareholders wishing to
attend the Annual General Meeting and to exercise shareholder rights are
obligated to supply proof of ownership of their shares to the Company as of
the record date.

In the case of bearer shares deposited in a custody account, a certificate
of deposit pursuant to Article 10a of the Stock Corporation Act, which must
be submitted to the Company not later than by the third working day before
the Annual General Meeting, i.e., on January 14, 2013, will be deemed
sufficient proof of ownership of the shares in question as of the record
date. The certificate of deposit must have been issued by the credit
institution maintaining the custody account, which must have its seat in a
member state of the European Economic Area or in a full member state of the
OECD. As a minimum requirement, the certificate of deposit shall contain
the data required pursuant to Article 10a (2) of the Stock Corporation Act.
In cases where the certificate of deposit is intended to be used as proof
of current shareholder status, it must have been issued no earlier than
within the last seven days before submission to the Company. Certificates
of deposit will be accepted in German and in English.

For bearer shares that have not been deposited in a custody account, proof
of shareholder status shall be provided by way of a written confirmation
signed by a notary that must have been received by the Company not later
than by the third working day before the Annual General Meeting, i.e., by
January 14, 2013.

Proof of share ownership on the record date must have been received by the
Company on or before the third working day before the Annual General
Meeting, i.e., on or before January 14, 2013, by letter (EVN AG, attn.: Ute
Teufelberger, EVN Platz, 2344 Maria Enzersdorf), by fax (+43 (0) 1 8900 500
74) or by e-mail (anmeldung.evn@hauptversammlung.at).

Pursuant to Article 262 (20) of the Stock Corporation Act, the Company
herewith determines that, contrary to the provisions of Article 10a (3),
second sentence, of the Stock Corporation Act, it will not accept
certificates of deposit and statements pursuant to Article 114 (1), fourth
sentence, of the Stock Corporation Act via an internationally established,
specially secured communication network of credit institutions the
participants of which can be identified beyond doubt.

Possibility of appointing a representative pursuant to Article 113 et seq.
of the Stock Corporation Act (Article 106 sub-para. 8 of the Stock
Corporation Act)

All shareholders entitled to attend the Annual General Meeting have the
right to appoint an individual or a legal person as representative, namely
by means of a power of attorney issued in writing or in text form. The
Company itself, or any member of the Executive Board or of the Supervisory
Board, shall be entitled to act as a representative exercising voting
rights only in cases where the relevant shareholder has issued explicit
instructions as to how the voting rights are to be exercised with regard to
each individual item of the agenda. (The power of attorney must be issued
to a specific individual or legal person). In cases where the shareholder
has issued a power of attorney to the credit institution maintaining the
custody account (Article 10a of the Stock Corporation Act), a declaration
on the part of the latter added to the certificate of deposit, to the
effect that it has been granted a power of attorney, will be sufficient.

Powers of attorney may be issued by means of the form provided on the
Company's Internet page,
http://www.evn.at/Gruppe/Organe/Annual-General-Meeting.aspx, which also
permits the granting of a limited power of attorney. The power of attorney
must be sent to, and kept on file by, the Company.
Powers of attorney may be sent to the Company exclusively in one of the
following ways either in written form by letter (EVN AG, attn.: Ute
Teufelberger, EVN Platz, 2344 Maria Enzersdorf) or by fax (+43 (0) 1 8900
500 74) or by e-mail (anmeldung.evn@hauptversammlung.at). On the day of the
General Assembly, the delivery of the power of attorney is only possible by
hand upon the registration to the General Assembly at the place of that
assembly.

The above provisions regarding the granting of the power of attorney shall
also apply, mutatis mutandis, to its revocation.

Total number of shares and voting rights as of the date of the Notice of
the Meeting (Article 106 sub-para. 9 of the Stock Corporation Act)

As of the date of the Notice convening the Annual General Meeting, the
Company's share capital amounts to EUR 330,000,000.00 and is divided into
in 179,878,402 no-par-value bearer shares. Each share confers one vote. The
Company holds 1,191,622 own shares. There is only one class of shares.

Admittance: doors to the room in which the Annual General Meeting will be
held will be opened at 9:00 a.m.

You may find further information concerning the conduct of the Annual
General Meeting, etc. on the Company's Internet page,
http://www.evn.at/Gruppe/Organe/Annual-General-Meeting.aspx.

Maria Enzersdorf, December 2012
The Executive Board

18.12.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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Language: English
Company: EVN AG
EVN Platz
2344 Maria Enzersdorf
Austria
Phone: +43-2236-200-12294
Fax: +43-2236-200-82294
E-mail: info@evn.at
Internet: www.evn.at
ISIN: AT0000741053
WKN: 074105
Listed: Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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