EVN AG — AGM Information 2013

Dec 14, 2013

News Details

AGM Announcements | 14 December 2013 08:00

EVN AG: Convening of the 85th Annual General Meeting scheduled to take place on Thursday, 16 January 2014, 10:00 am, location: EVN FORUM, EVN Platz, 2344 Maria Enzersdorf

EVN AG / Announcement of the Convening of the General Meeting

14.12.2013 08:00

Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EQS Group 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 85th Annual General Meeting scheduled to take place on Thursday, 16
January 2014, 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 2012/13 financial year, as well as presentation of the consolidated
   financial statements, the Group management report for the 2012/13 financial
   year, and the proposal for the distribution of the net profits.

2. Adoption of a resolution on the distribution of the net profits for the
   year as shown in the annual financial statements as of 30 September 2013.

3. Adoption of a resolution concerning the approval of the actions of the
   Executive Board and of the Supervisory Board for the 2012/13 financial
   year.

4. Appointment of the auditor for the 2013/14 financial year.

5. Amendment to the EVN Articles of Incorporation:

In view of the current two-member composition of the Executive Board, the §
6 shall be amended as follows:

'§ 6

The Executive Board shall be comprised of at least two members.'

In view of § 91 (6) of the Austrian Stock Exchange Act of1989 in the
version published in Federal Gazette BGBl I Nr 83/2012, the Executive Board
and the Supervisory Board also propose the addition of section (3)
to § 5 to read as follows:

'(3) The purchase and sale of the company's shares as defined in § 91 (1)
of the Austrian Stock Exchange Act of1989 are subject to reporting
requirements when the interest in voting rights exceeds or falls below
three per cent as a result of the respective purchase or sale.'

1. Authorisation to buy back own shares amounting to a maximum of 10% of
   the share capital:

Adoption of a resolution concerning the authorisation of the Executive
Board to acquire its own bearer shares in the company (i) for the purpose
of issuing them to employees of the company or a related company pursuant
to § 65 (1) line 4 Austrian Stock Corporation Act or (ii) to carry out a
buyback without purpose in accordance with § 65 (1) line 8 amounting in
total to 10% of the share capital of EVN AG for a period of 30 months
beginning on the day the resolution was approved. The number of shares
which can be acquired on a particular day of trading is limited to a
maximum of 25% of the average number of shares traded on the Vienna Stock
Exchange over the previous 20 days of trading. The purchase price for
the shares to be repurchased may not surpass the closing share price on the
Vienna Stock Exchange on the last day of trading before the buyback by more
than 10% nor may it fall more than 20% below the closing share price.
Moreover, the Executive Board is authorised to withdraw these own shares
without requiring the further approval of the Annual General Meeting. This
resolution replaces the resolution of the Annual General Meeting on
19 January 2012.

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 26 December 2013, 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 www.evn.at/agm.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 26 December 2013.

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 7 January 2014. 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, www.evn.at/agm.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 ncorporation, 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 6 January 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 13 January 2014, 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
13 January 2014.

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 13 January 2014, 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, www.evn.at/agm.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 subpara. 9 of the Stock Corporation Act)

As of the date of the convening of 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 1,890,112 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 am.

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

Maria Enzersdorf, December 2013
The Executive Board

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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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