EVN AG — AGM Information 2015

Dec 22, 2015

News Details

AGM Announcements | 22 December 2015 08:00

EVN AG: Convening of the 87th Annual General Meeting

EVN AG / Announcement of the Convening of the General Meeting

22.12.2015 08:00

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

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scheduled to take place on Thursday, 21 January 2016, at 10:00am (doors
open at 09:00am), in the 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,
   each on the 2014/15 financial year, as well as presentation of the
   consolidated financial statements, the Group management report for the
   2014/15 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 2015.

3. Adoption of a resolution concerning the approval of the actions of the
   members of the Executive Board and of the Supervisory Board for the 2014/15
   financial year.

4. Appointment of the auditor for EVN Group and EVN AG financial statements
   of the 2015/16 financial year.

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

The Executive Board is authorised 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 paragraph 1 line 4 Austrian Stock
Corporation Act or (ii) to carry out a buyback without purpose in
accordance with § 65 paragraph 1 line 8 amounting in total to a maximum of
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 16
January 2014.

1. Elections to the Supervisory Board.

2. Resolution on the remuneration of the Supervisory Board and attendance
   fees.

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

The records pursuant to Article 108 paragraph 3 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 30 December 2015, at the
seat of the Company, as well as, according to Article 108 paragraph 4 of
the Stock Corporation Act, at the company's website under
www.evn.at/agm.aspx. The Company's website also provides access to the
model forms for granting and revoking a power of attorney pursuant to
Article 114 of the Stock Corporation Act as well as to the letter of
convening.

Reminder to the shareholders of their rights pursuant to Articles 109, 110
and 118 of the Stock Corporation Act (Article 106 line 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 shareholder's
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 30 December 2015.

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 paragraph 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 12 January 2016. 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 paragraph 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. 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.: Maximilian Hoyer, EVN Platz, 2344 Maria Enzersdorf), by fax (+43
(0) 1 8900 500 74) or by e-mail (anmeldung.evn@hauptversammlung.at).
Certificates of deposit can also be submitted via SWIFT (GIBAATWGGMS -
Message Type MT598; necessary to state the ISIN code: AT0000741053 in the
text).

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

Pursuant to Article 111 paragraph 1 of the Stock Corporation Act, 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 11 January 2016 (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 18 January 2016, 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 paragraph 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.

Certificates of deposit must be transferred to the Company exclusively by
postal letter (EVN AG, attn.: Maximilian Hoyer, EVN Platz, 2344 Maria
Enzersdorf), by fax (+43 (0) 1 8900 500 74), by e-mail
(anmeldung.evn@hauptversammlung.at) or by SWIFT (GIBAATWGGMS - Message Type
MT598; necessary to state the ISIN code: AT0000741053 in the text).

Possibility of appointing a representative pursuant to Articles 113 and 114
of the Stock Corporation Act (Article 106 line 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 are to be sent to the Company exclusively in written
form by letter (EVN AG, attn.: Maximilian Hoyer, EVN Platz, 2344 Maria
Enzersdorf),by fax (+43 (0) 1 8900 500 74) or by e-mail
(anmeldung.evn@hauptversammlung.at). Declarations according to § 114
paragraph 1 sentence 4 may also be submitted via SWIFT (GIBAATWGGMS -
Message Type MT598; necessary to state the ISIN code: AT0000741053 in
the text). On the day of the Annual General Meeting, the delivery of the
power of attorney is only possible by hand upon the registration to the
Annual General Meeting 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 line 9 of the Stock Corporation Act)

As of the date of the convening of the Annual General Meeting, the
Company's share capital is divided into in 179,878,402 no-par-value bearer
shares. Each share confers one vote. The Company holds 2,079,119 own
shares. The total number of voting rights minus those shares which do not
confer voting rights amounts to 177,799,283. There is only one class of
shares.

Doors to the Annual General Meeting will be opened at 9:00am.

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 2015
The Executive Board

22.12.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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
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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