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EVN AG — AGM Information 2016
Dec 21, 2016
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Download source fileDGAP-News: EVN AG / Announcement of the Convening of the General Meeting
EVN AG: Convening of the 88th Annual General Meeting
21.12.2016 / 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.
Convening of the 88th Annual General Meeting scheduled to take place on
Thursday, 19 January 2017, at 10:00am (doors open at 09:00am), in the EVN
Forum, EVN Platz, 2344 Maria Enzersdorf.
Agenda:
-
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 2015/16 financial year, as well as presentation of the
consolidated financial statements, the Group management report for the
2015/16 financial year, and the proposal for the distribution of the
net profits. -
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
2016. -
Adoption of a resolution concerning the release of the members of the
Executive Board and of the Supervisory Board from liability for the
2015/16 financial year. -
Selection of the auditor for the individual and consolidated financial
statements of the 2016/17 financial year. -
Election to the Supervisory Board.
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 4 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 29 December 2016, at the
company's website under www.evn.at/agm.aspx.
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, to
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 29 December 2016.
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 10 January 2017. 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 ([email protected]).
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
9 January 2017 (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 16 January 2017, 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
([email protected]) 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
([email protected]). Declarations according to Article 114
paragraph 1 line 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 zero par value
bearer shares. Each share confers one vote. The Company holds 2,036,069
treasury shares. The total number of voting rights minus those shares which
do not confer voting rights amounts to 177,842,333. 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 2016
The Executive Board
21.12.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: EVN AG
EVN Platz
2344 Maria Enzersdorf
Austria
Phone: +43-2236-200-12294
E-mail: [email protected]
Internet: www.evn.at
ISIN: AT0000741053
WKN: 074105
Listed: Foreign Exchange(s) Wien (Amtlicher Handel / Official
Market)
End of News DGAP News Service
531901 21.12.2016