EVN AG — AGM Information 2019

Dec 17, 2019

DGAP-News: EVNAG/Announcement of the Convening of theGeneral Meeting 17.12.2019 / 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.

Convocation of the 91 stAnnual General Meeting of EVNAGwhich is scheduled to take place on Thursday, 16 January2020, at 10:00am (CET) (doors open at 09:00am), in the EVNForum, EVNPlatz,AT-2344 Maria Enzersdorf.

Agenda:

1. Presentation of the approved annual financial statements, the management report and the consolidated corporate governance report, including the report bythe SupervisoryBoard, each on the 2018/19 financial year, as well as the presentation of the consolidated financial statements, theGroup management report and the consolidated non-financial report for the 2018/19 financial year, and the proposal for the distribution of net profit.

2.Adoption of a resolution on the distribution of net profit for the year as reported in the annual financial statements as of 30 September 2019.

3.Adoption of a resolution concerning the release of the members of the Executive Board and the SupervisoryBoard from liability for the 2018/19 financial year.

4.Appointment of the auditor for the annual financial statements of EVNAGand the consolidated financial statements of the EVN Group for the 2019/20 financial year.

5.Adoption of a resolution on the remuneration policycovering the principles for remuneration of the Executive Board and SupervisoryBoard.

Opportunityfor shareholders toexamine records pursuant toArticle 108 paragraphs (3) and(4) of the AustrianStock Corporation Act ("AktG") (Article 106 line 4 of the AustrianStock CorporationAct)

In accordance withArticle 108 paragraphs (3) and (4) of theAustrian StockCorporationAct, the following records will be available for reviewbyshareholders beginning on the 21st daybefore theAnnual General Meeting, i.e. from 26 December 2019, on the company's website under www.evn.at/EVN-Group/Investor-Relations/Hauptversammlung/Einberufung-und-Informationen.aspx:

• The documents listed under point 1 of the agenda,
• the joint recommendations of the Executive Board and SupervisoryBoard for resolutions on
• points 2 and 3 of the agenda,
• the recommendations of the SupervisoryBoard for resolutions on points 4 and 5 of the agenda,
• the remuneration policyfor the members of the Executive Board of EVNAGand
• the remuneration policyfor the members of the SupervisoryBoard of EVNAG.

In addition to the above documents, the complete text of this convocation together with the forms for the granting and cancellation of a proxyand all other publications bythe Companyin connection with this Annual General Meeting will be available for reviewon the Company's website.

Reminder toshareholders of their rights pursuant toArticles 109, 110 and118 of the AustrianStock CorporationAct (Article 106 line 5 of the AustrianStock CorporationAct)

Supplement tothe agenda

Pursuant toArticle 109 of theAustrian StockCorporationAct, shareholders whose shares in total add up to 5%of the Company's share capital are entitled to require in text form (Article 13 paragraph 2 of theAustrian StockCorporationAct), that certain items be included in the agenda of the nextAnnual General Meeting and published accordingly. Each item requested for inclusion in the agenda must be accompanied bya draft resolution together with a statement of reasons. The applicants must have held their shares for at least three months prior to the submission of their request(s). For bearer shares, the proof of shareholding must be verified bya depository certificate as defined inArticle 10a of theAustrian StockCorporationAct,which confirms that the respective shareholders have held their shares for at least three months prior to the request; this certificate maynot be older than seven days when it is submitted to the company. The other requirements for depositoryconfirmation are explained belowunder the section on attendance.All requests byshareholders must be received bythe Companyno later than the 21st daybefore theAnnual General Meeting, i.e., on or before 26 December 2019. It should be noted that 26 December 2019 is a legal holiday, and a request byshareholders sent bymail will not reach the Companyon that date. In order to meet the deadline for the exercise of rights underArticle 109 of theAustrian StockCorporationAct, requests sent bymail must be received bythe Companyno later than the lastworking daybefore 26 December 2019, i.e. 24 December 2019.

Requests pursuant toArticle 109 of theAustrian StockCorporationAct must be sent to the Companyin text form, exclusivelyto one of the following addresses:

Via mail or messenger: EVNAG Attn: Maximilian Hoyer EVNPlatz,AT-2344 Maria Enzersdorf

Via email: anmeldung.evn@hauptversammlung.at wherebythe request must be attached to the email in text form, e.g. in PDFformat

or via SWIFT:GIBAATWGGMS- Message Type MT598 or MT599 wherebyISIN:AT0000741053 must be included in the text

Draftresolutions for the agenda

Pursuant toArticle 110 of theAustrian StockCorporationAct, shareholders whose shares in total add up to 1%of the Company's share capital are entitled to submit to the Company, in text form,written proposals for resolutions to anyitem on the agenda and to require the publication of these proposals on the Company's website, together with the names of the involved shareholders, the required statement of reasons and a statement (optional) bythe Executive Board or SupervisoryBoard. These requests must be taken into account if theyare received bythe Companyon or before the seventh working dayprior to theAnnual General Meeting, i.e. on or before 7 January2020. For

proposals related to the election of a member of the SupervisoryBoard, the statement of reasons is to be replaced bya declaration from the nominee pursuant toArticle 87 paragraph 2 of theAustrian StockCorporationAct.

These requests must be sent to the Companyin text form at one of the following addresses:

Via mail or messenger: EVNAG Attn: Maximilian Hoyer EVNPlatz,AT-2344 Maria Enzersdorf

Via telefax: +43 (0) 1 8900 500 74

or via email: anmeldung.evn@hauptversammlung.at wherebythe request must be attached to the email in text form, e.g. in PDFformat;

For bearer shares, the proof of shareholding must be verified bya depositorycertificate as defined inArticle 10a of theAustrian Stock CorporationAct,which maynot be older than seven days when it is submitted to the company. If this 1%threshold is onlymet by combining the holdings of several shareholders, the depositorycertificates must be issued on the same date and at the same time. The other requirements for depositoryconfirmation are explained belowunder the section on attendance.

Right toreceive information

Pursuant toArticle 118 of theAustrian StockCorporationAct, each shareholder is entitled during theAnnual General Meeting to request and receive information concerning the Company's business to the extent this information is necessaryfor proper understanding of an item on the agenda. The obligation to provide information also covers the Company's legal and business relationships with its affiliates, the position of theGroup and the entities included in the consolidated financial statements. This information must reflect the principles of true and conscientious accountability. 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 Company or to anyof its affiliates or that disclosure would lead to prosecution.Arequest for information mayalso be refused in cases where the information in question was available under the "Questions andAnswers" section of the Company's website for a minimum of seven days before the start of theAnnual General Meeting. If the answers to these questions require time for preparation, theyshould be addressed to the Companyin text form via email to anmeldung.evn@hauptversammlung.at in sufficient time before theAnnual General Meeting.

Further information on shareholders' rights, particularlythe rights underArticles 109, 110 and 118 of theAustrian StockCorporationAct, is also provided on the Company's website under www.evn.at/agm.aspx.

Recorddate andconditions for attendingthe AnnualGeneral Meetingpursuant toArticle 111 of the AustrianStock CorporationAct (Article 106 lines 6 and7 of the AustrianStock CorporationAct)

Pursuant toArticle 111 paragraph 1 of theAustrian StockCorporationAct, the right to attend theAnnual General Meeting and to exercise the remaining shareholders' rights at theAnnual General Meeting is determined bythe shares held at the end of the tenth daybefore the date of theAnnual General Meeting (record date), i.e. bythe respective shareholding at 24:00 on 6 January2020 (CET). Shareholders who wish to attend theAnnual General Meeting and exercise their shareholder rights are required to supplyproof of ownership of their shares to the Companyas of the record date.

For bearer shares deposited in a custodyaccount, a certificate of deposit pursuant toArticle 10a of theAustrian StockCorporationAct, which must be submitted to the Companyno later than the third working daybefore theAnnual General Meeting, i.e. on 13 January2020, 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 Economic Area or in a full member state of theOECD.As a minimum requirement, the certificate of deposit must contain the data required byArticle 10a paragraph 2 of theAustrian 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 seven days before submission to the Company.Certificates of depositwill be accepted inGerman and in English.

Certificates of deposit can be sent to the Companyin written form, exclusivelyto one of the following addresses:

Via mail or messenger: HV-VeranstaltungsserviceGmbH Köppel 60,AT-8242 St. Lorenzen am Wechsel

Via email: anmeldung.evn@hauptversammlung.at wherebythe request must be attached to the email as an electronic document in PDFformatwith a qualified electronic signature as defined inArticle 4 paragraph 1 of theAustrian Signature and Trust ServiceAct ("SVG")

or via SWIFT:GIBAATWGGMS- Message Type MT598 or MT599 wherebyISIN:AT0000741053 must be included in the text

Certificates of deposit mayalso be sent in advance in text form - byemail (anmeldung.evn@hauptversammlung.at,wherebythe certificate of deposit must be attached to the email as an electronic document in Pdf format) or bytelefax(+43 (0) 1 8900 500 74).However, the submission of deposit certificates in this manner will not be sufficient to meet the specified deadline.

Possibilitytoappoint a representative pursuant toArticles 113 and114 of the AustrianStock CorporationAct (Article 106 line 8 of the AustrianStock CorporationAct)

All shareholders entitled to attend theAnnual General Meeting have the right to appoint a natural person or legal entityas a 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, mayonlybe authorised to act as a representative for voting rights in cases where the relevant shareholder has issued explicit instructions as to howthe voting rights are to be exercised for each item on the agenda. The power of attorneymust be issued to a specific natural person or legal entity. In cases where the shareholder has issued a power of attorneyto the credit institution maintaining the custodyaccount (Article 10a of theAustrian StockCorporationAct), a statement bythe latter added to the certificate of deposit confirming that it has been granted a power of attorneywill be sufficient (Article 114 paragraph 1 sentence 4 of theAustrian Stock CorporationAct).

Powers of attorneymaybe issued byusing the form provided on the Company's website,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 attorneycan be sent to the Companyin text form, exclusivelyto the following addresses:

Via mail or messenger: HV-VeranstaltungsserviceGmbH Köppel 60,AT-8242 St. Lorenzen am Wechsel

Via telefax: +43 (0) 1 8900 500 74

Via email: anmeldung.evn@hauptversammlung.at wherebythe power of attorneymust be attached to the email in text form, e.g. in PDFformat.

Statements pursuant toArticle 114 paragraph 1 sentence 4 of theAustrian StockCorporationAct can also be sent via SWIFT (GIBAATWGGMS- Message Type MT598 or MT599; ISIN:AT0000741053 must be indicated in the text).

On the dayof theAnnual General Meeting, powers of attorneymust be presented personallyat the registration desk at the location for the Annual General Meeting.

The above provisions regarding the granting of a power of attorneyalso applyanalogouslyto its cancellation.

Independent votingrepresentative

As a service provided bythe Company, shareholders maychoose to use Dr. Michael Knap, Vice President of theAustrian Shareholder Association ("Interessenverband fürAnleger", IVA),AT-1130 Vienna, Feldmühlgasse 22, as an independent proxyto exercise their voting rights at theAnnual General Meeting. Special forms for the granting and cancellation of a power of attorneyare available on the following website (www.evn.at/EVN-Group/Investor-Relations/Hauptversammlung/Einberufung-und-Informationen.aspx). The costs for this voting representation will be carried bythe Company.Dr. Michael Knap can be contacted directlyunder the following cell phone number +43 664 2138740 or via email michael.knap@iva.or.at.

The power of attorneymust be sent on time, exclusivelyto one of the following addresses:

Via mail or messenger: Dr. Michael Knap c/o Interessenverband fürAnleger (IVA) Feldmühlgasse 22,AT-1130 Vienna

Via telefax: +43 (0)1 8900500-74

or via email: anmeldung.evn@hauptversammlung.at wherebythe power of attorneymust be attached to the email in text form, e.g. in PDFformat

Anyinstructions for the exercise of voting rights must be sent directlyto Dr. Michael Knap.Note thatDr. Knap will not accept anyrequests to make comments, ask anyquestions or submit proposals for or raise objections to resolutions of theAnnual General Meeting.

Data protectionstatement for the shareholders of EVNAG

EVNAG, EVNPlatz,AT-2344 Maria Enzersdorf, is responsible for the processing of shareholders' personal data. EVNAGprocesses shareholders' personal data, in particular the data defined byArticle 10a paragraph 2 of theAustrian StockCorporationAct, i.e. name, address, date of birth, bank data, securities depositorynumber, number of shares held bythe shareholder, if appropriate the class of shares, number of the voting card and, if necessary, the name and date of birth of the power of attorney(s), in accordance with applicable data protection regulations, in particular the European Data Protection Regulation (EU-DPR) and theAustrian Data ProtectionAct. This personal data is processed to enable shareholders to exercise their rights at theAnnual General Meeting. EVNAGobtains this personal data directlyfrom the shareholders or from the respective depositoryinstitution.

The StockCorporationAct requires the processing of the personal data of shareholders or their representatives for the participation of shareholders and their representatives in theAnnual General Meeting. The legal basis for this processing is provided byArticle 6 paragraph 1 letter c of the EU-DPR. EVNAGuses service providers such as notaries, banks and ITfirms to organise theAnnual General Meeting. These service providers onlyreceive the personal data required for their specific services and process the data according to instructions issued byEVNAG. Where legallyrequired, EVNAGhas concluded a data protection agreementwith the service companies. When a shareholder or his/her representative takes part in theAnnual General Meeting, all attending shareholders and their representatives, the members of the Executive Board and SupervisoryBoard, the notaryand all other authorised persons can examine the legallyrequired attendance list (Article 117 of theAustrian StockCorporationAct) and therefore also see the included personal data (among others, name, place of residence, participating interest). EVNAGis also legallyrequired to file shareholders' personal data (in particular, the attendance list) with the companyregister as part of the notary's minutes (Article 120 of theAustrian StockCorporationAct).

The data of shareholders and their representatives is deleted or anonymised as soon as it is no longer required for the purpose for which itwas collected or processed and when further storage is not required to meet other legal obligations.Record-keeping and storage obligations arise, in particular, from commercial, stock corporation and takeover law, from taxand levylaws and from moneylaundering laws. The storage of personal data enables the clarification and enforcement of claims in individual cases when shareholders raise legal claims against EVNAGor, conversely,when EVNAGraises legal claims against shareholders. In connection with legal proceedings in civil courts, this can lead to the storage of data for the length of the statutorylimitation period and the length of legal proceedings up to their final termination.

Shareholders and their representatives have the right, at all times, to information, rectification, restriction, objection and erasure related to the processing of personal data as well as the right to data portabilityas defined inArticle III of the EU-DPR. Shareholders and their representatives can exercise this right towards EVNAGfree of charge bycontacting the data protection officer under datenschutz@evn.at or as follows:

EVNAG Data ProtectionOfficer EVNPlatz AT-2344 Maria Enzersdorf

In accordance withArt 77 of the EU-DPR, shareholders also have the right to file a complaintwith the supervisoryauthority.

Total number of shares andvotingrights as of the notice date for the meeting(Article 106 line 9 of the AustrianStock Corporation Act)

As of the convocation date for theAnnual General Meeting, the Company's share capital was divided into in 179,878,402 zero par value bearer shares. Each share confers one vote. The Companyholds 1,810,296 treasuryshares. The total number of voting rights minus those shares which do not confer voting rights amounts to 178,068,106. There is onlyone class of shares.

The doors to theAnnual General Meeting will be opened at 9:00am. Valid, official photo identification is required for registration.

Further information on theAnnual General Meeting, etc. is provided on the Company's website under www.evn.at/agm.aspx.

Maria Enzersdorf,December 2019

The Executive Board

Language:	English
Company:	EVNAG
	EVNPlatz
	2344 Maria Enzersdorf
	Austria
Phone:	+43-2236-200-12294
E-mail:	info@evn.at
Internet:	www.evn.at
ISIN:	AT0000741053
WKN:	074105
Listed:	Foreign Exchange(s) Vienna Stock Exchange (Official Market)

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