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EVN AG — AGM Information 2018
Dec 19, 2018
742_rns_2018-12-19_f205451d-66f2-4133-af1f-8760cf64d910.pdf
AGM Information
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DGAP-News: EVNAG/Announcement of the Convening of theGeneral Meeting
19.12.2018 / 08:00
Announcement of the Convening of theGeneral Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.
Convening of the 90 thAnnual General Meeting scheduled to take place on Thursday, 17 January2019, at 10:00am (doors open at 09:00am), in the EVNForum, EVNPlatz, 2344 Maria Enzersdorf
Agenda:
- Presentation of the approved annual financial statements, of the management report submitted bythe Executive Board and of the corporate governance report, including the report of the SupervisoryBoard, each on the 2017/18 financial year, as well as the presentation of the consolidated financial statements, theGroup management report and the consolidated non-financial report for the 2017/18 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 2018.
3.Adoption of a resolution concerning the release of the members of the Executive Board and of the SupervisoryBoard from liabilityfor the 2017/18 financial year.
4.Appointment of the auditor for the annual financial statements of EVNAGand the consolidated financial statements of EVN Group for the 2018/19 financial year.
Opportunityfor shareholders toinspectrecords pursuant toArticle 108 paragraphs (3) and(4) of the AustrianStock CorporationAct (AktG) (Article 106 line 4 of the Stock CorporationAct)
The records pursuant toArticle 108 paragraph 4 of the StockCorporationActwill be displayed for inspection bythe shareholders as from the 21 st daybefore theAnnual General Meeting, i.e. from 27 December 2018, at the company's website under www.evn.at/agm.aspx.
Reminder tothe shareholders of their rights pursuant toArticles 109, 110 and118 of the Stock CorporationAct (Article 106 line 5 of the Stock CorporationAct)
Pursuant toArticle 109 of the StockCorporationAct, shareholders the total ofwhose shares add up to 5%of the Company's share capital are entitled to demand, in writing, that certain items determined bythem, to be included in the agenda of the subsequentAnnual General Meeting and publicized accordingly. Each item requested to be included in the agenda must be accompanied bya 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 bythe Companynot later than on the 21 st daybefore theAnnual General Meeting, i.e., on or before 27 December 2018.
Pursuant toArticle 110 of the StockCorporationAct, shareholders the total ofwhose 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 StockCorporationAct),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) bythe Executive Board or the SupervisoryBoard. Such a request must be taken into account if it is received bythe Companyon or before the seventh working daybefore theAnnual General Meeting, i.e. on or before 8 January2019. In case of a proposal concerning the election of a member of the SupervisoryBoard, the statement of reasons will be replaced bythe declaration made bythe nominated person pursuant toArticle 87 paragraph 2 of the StockCorporationAct.
Pursuant toArticle 118 of the StockCorporationAct, each shareholder is entitled during theAnnual General Meeting to request and receive information concerning the Company' business, to the extent that such information is necessaryfor a proper understanding of anyitem on the agenda. The obligation of providing information also extends to the Company's legal and business relationship with anyof its affiliated companies, to the situation of theGroup and of the enterprises included in the consolidated financial statements. The request for information maybe refused in cases where reasonable entrepreneurial evaluation of the subject in question indicates that the disclosure of such information is likelyto cause a considerable disadvantage to the Companyor to anyof its affiliated companies or that disclosure would lead to prosecution.Arequest for information mayalso be refused in cases where the information in question was accessible via the "Questions andAnswers" section of the Company's internet page for a minimum period of seven days before the start of theAnnual General Meeting. If you have questions the answering ofwhich requires some preparation time, please address them to the Companyin writing and in good time before theAnnual General Meeting.
Proposals for additions or amendments to the agenda, proposals for resolution and questions should be addressed to the Companyby letter (EVNAG, attn.: Maximilian Hoyer, EVNPlatz, 2344 Maria Enzersdorf), byfax(+43 (0) 1 8900 500 74) or bye-mail ([email protected]).
Those shareholder rights that depend on the shares having been held bythe shareholder in question over a determined period mayonly be exercised subject to the provision of proof of share ownership throughout the relevant period in each case; such proof must be provided bymeans of a certificate of deposit pursuant toArticle 10a of the StockCorporationAct. Further information concerning the shareholder rights, particularlythose pursuant toArticles 109, 110 and 118 of the StockCorporationAct, mayalso be found on the Company's internet page,www.evn.at/agm.aspx.
RecordDate andconditions for attendingthe AnnualGeneral Meetingpursuant toArticle 111 of the Stock CorporationAct (Article 106 line 6 and7 of the Stock CorporationAct)
Pursuant toArticle 111 paragraph 1 of the StockCorporationAct, the right to attend theAnnual General Meeting and to exercise the shareholder rights is determined bythe shares held bythe end of the tenth daybefore the date of theAnnual General Meeting (record date), i.e., bythe shares held bythe respective shareholder at 24:00 on7 January2019 (CET). Shareholders wishing to attend theAnnual General Meeting and to exercise shareholder rights are obligated to supplyproof of ownership of their shares to the Companyas of the record date.
In the case of bearer shares deposited in a custodyaccount, a certificate of deposit pursuant toArticle 10a of the StockCorporationAct,
which must be submitted to the Companynot later than bythe third working daybefore theAnnual General Meeting, i.e., on 14 January 2019,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 bythe credit institution maintaining the custodyaccount,which must have its seat in a member state of the European EconomicArea or in a full member state of theOECD.As a minimum requirement, the certificate of deposit shall contain the data required pursuant toArticle 10a paragraph 2 of the StockCorporationAct. 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 depositwill be accepted inGerman and in English.
Certificates of deposit must be transferred to the Companyexclusivelybypostal letter (HVVeranstaltungsserviceGmbH, Köppel 60,AT-8242 St. Lorenzen am Wechsel), bye-mail ([email protected]; certificates of deposit in pdf format containing a qualified electronic signature attached to the e-mail, pursuant toArticle 4 paragraph 1 of theAustrian "Signatur- und Vertrauensdienstegesetz") or bySWIFT(GIBAATWGGMS- Message Type MT598 or MT599; necessaryto state the ISINcode: AT0000741053 in the text).
Certificates of deposit mayalso be sent in advance in written form - bye-mail ([email protected]; certificates of deposit in pdf format attached to the e-mail) or byfax(+43 (0) 1 8900 500 74).However, the submission of these deposit certificates byemail or faxwill not be sufficient to meet the specified deadline.
Possibilityof appointinga representative pursuant toArticles 113 and114 of the Stock CorporationAct (Article 106 line 8 of the Stock CorporationAct)
All shareholders entitled to attend theAnnual General Meeting have the right to appoint an individual or a legal person as representative, namelybymeans of a power of attorneyissued in writing or in text form. The Companyitself, or anymember of the Executive Board or of the SupervisoryBoard, shall be entitled to act as a representative exercising voting rights onlyin cases where the relevant shareholder has issued explicit instructions as to howthe voting rights are to be exercised with regard to each individual item of the agenda. The power of attorneymust 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 custodyaccount (Article 10a of the StockCorporationAct), 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 attorneymaybe issued bymeans 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 attorneymust be sent to, and kept on file by, the Company.
Powers of attorneyare to be sent to the Companyexclusivelyin written form byletter (HVVeranstaltungsserviceGmbH, Köppel 60,AT-8242 St. Lorenzen am Wechsel), byfax(+43 (0) 1 8900 500 74) or bye-mail ([email protected]).Declarations according toArticle 114 paragraph 1 line 4 mayalso be submitted via SWIFT(GIBAATWGGMS- Message Type MT598 or MT599; necessaryto state the ISINcode:AT0000741053 in the text).On the dayof theAnnual General Meeting, the deliveryof the power of attorneyis onlypossible by hand upon the registration to theAnnual General Meeting at the place of that assembly.
The above provisions regarding the granting of the power of attorneyshall also apply, mutatis mutandis, to its revocation.
Total number of shares andvotingrights as of the date of the Notice of the Meeting(Article 106 line 9 of the Stock CorporationAct)
As of the date of the convening of theAnnual 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 Companyholds 1,883,824 treasuryshares. The total number of voting rights minus those shares which do not confer voting rights amounts to 177,994,578. There is onlyone class of shares.
Doors to theAnnual General Meeting will be opened at 9:00am.
You mayfind further information concerning the conduct of theAnnual General Meeting, etc. on the Company's internet page www.evn.at/agm.aspx.
Maria Enzersdorf,December 2018
The Executive Board
19.12.2018 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: Company: |
English EVNAG EVNPlatz 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) Vienna Stock Exchange (Official Market) |
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