EVN AG — Audit Report / Information 2022

Feb 28, 2022

Articles of Incorporation

as of February 2022

Articles of Incorporation of EVN AG

I. General Provisions

Article 1

The name of the corporation is EVN AG and its registered seat is located in Maria Enzersdorf, Lower Austria, Au stria.

Article 2

(1) The purposes of the corporation are:

1. The generation, production, procurement, processing, handling, transportation and distr ibution of energy, energy carriers of any kind, and water, taking into account the requir ements of environmental protection and the preserv ation of energy supply, as well as the marketing of the by products of energy produ ction, inclu ding the consolidation and operation of plants (owned by the corporation or others) for the generation, production, procurement, handling, transport and distr ibution of energy, energy carriers and water, and the development and implementation of projects regarding such plants and their installation;

2. the analysis, application, promotion and expansion of the efficient, economical and careful use of energy and water;

3. the recycling of refuse, materials and su bstances of any kind as well as the planning, construction and operation of recycling plants owned the corporation or by others;

4. the planning, construction, operation, c o mmercial exploitation and distribution of appliances, equi pment and plants in the fiel d s of gas, water, and heating technology and electrical engineering, electronic data processing and communication technology, and the constru ction of machinery, plant and equipment, i ncluding the operation of plant and installations of any kind and the pe rformance of services related to electronic data processing.

5. the installation and operation of communic ation ne tworks and of other telecommunication facilities, and the performance of telecommunication services of any kind.

6. the acquisition, disposal and any kind of commercial exploitation of real estate and buildings, the administration thereof and the planning and implementation of constru ction work and the performance of co nstruction services of any kind;

7. trading in raw and auxiliary materials and operating supplies, finished and unfinished goods as well as other goods, mainly in the above mentioned fields of business;

8. the planning, construction, acquisition, lea sing and operation of facilities for tourism, pa rticularly in co nnection with the corporation's other facilities and installations, and of holid ay resorts for staff members, including the resta urant and hotel business.

9. the exploitation of know -how and expertise of any kind, including the performance of se rvices in the field of techn ical engineering and consulting and the conclusion of l icense and know -how agre ements.

10. the hedging of risks connected with the business activities set out in numbers 1 to 9 above, and trading in energy supply rights and o ptions and in other traded rights.

(2) The corporation shall be entitled to undertake all mea sures, carry out all activities and transact all bus iness likely, either directly or indirectly, which further the pu rposes of the corporation.

(3) Furthermore, the corporation shall be ent itled to esta blish, acquire, operate, lease and lease out, di spose and/or participate in Austrian or foreign branches and subsidia ries, especially with fully or part ially identical business purpo ses; the corporation shall be entitled to consolidate the companies under a holding corpor ation or to limit itself to the administration of its particip ations.

(4) The corporation shall also be entitled

1. to enter into agreements for the management of plants and the pooling of interests regarding the pu rposes of the corporation;

2. to operate common organisational and a dministrative facilities together with legal entities in which the corpor ation holds a participation or with which there is a cooperation agre ement;

3. to carry out activities related to the o peration of its business .

Article 3

Announcements of the corporation shall be published in the Official Gazette of the "Wiener Ze itung" to the extent and as long as this is required by the Austrian Stock Corporation Act. The Company's publications will also comply with all applicable legal regulations.

Article 4

The financial year shall commence on 1st October of each calendar year and end on 30th September of the subsequent calendar year.

Article 5

(1) The share capital of the corporation amounts to EUR 330,000,000.- and is divided into 179,878,402 non-par value bearer shares.

(2) The Executive Board is authorised to determine the form and contents of share certificates. The bearer shares are to be securitised in one or more global certificates and deposited with a central securities depository (Article 1 Para. 3 of the Austrian Depository Act) or with a comparable foreign institution. The right to receive individual certificates is excluded.

(3) The purchase and sale of the company's shares as defined in § 130 (1) of the Austrian Stock Exchange Act of 2018 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.

II. Corporate Bodies

1. Executive Board

Article 6

The Executive Board of the corporation shall consist of at least two members.

Article 7

The corporation shall be represented by two members of the Executive Board members ac ting jointly or by one member of the Executive Board acting together with a holder of a stat utory power of attorney ("Pr okura" ) .

2. Supervisory Board

Article 8

(1) The Supervisory Board shall consist of not fewer than eight and not more than twelve members to be elected by the Annual General Meeting.

(2) Each member shall be elected for the max imum term of office permitted under the Austr ian Stock Corporation Act ("AktG").

(3) If the office of any member becomes vacant before the end of the term, a subst itute member shall be elected for the remaining term of office .

( 4 ) Each member of the Supervisory Board shall be entitled to resign at any time by giving wri tten notice to the Chai rman of the Supervisory Board. The resignation shall b ecome effective four weeks after the receipt of such notice by the Chairman of the Supe rvisory Board.

Article 9

The Supervisory Board shall elect a Chairman (Pres ident) and a first and a second Deputy Chairman (Vice -President) from among its members.

Article 10

The Supervisory Board shall be considered to have a quorum if all Supervisory Board members have been duly i nvited and if at least half of them, including the Chairman or one of his/her deputies, are personally pr esent.

Article 11

(1) A member of the Supervisory Board may authorise another member of the Supervisory Board in writing to represent him/her or to submit written voting instructions at any meeting of the Supervisory Board or its committees.

(2) The Supervisory Board and its committees shall only be considered to have a quorum when at

least three members are present. A committee with less than three Supervisory Board members is considered to have a quorum when all members are present. Voting by a Supervisory Board mem ber in writing, by telephone or in another comparable manner is permitted.

Article 12

The Supervisory Board may pass resolution s on amendments of the Articles of Incorpor ation, but only regarding their wording.

3. Annual General Meeting

Article 13

(1) The Annual General Meeting shall be convened by the Executive Board or by the Supervisory Board; the invitation to the meeting must i nclude the agenda.

(2) The Annual General Meetings of the corporation may be held in the provincial capital of Lower Au stria or at any other place named in the Austrian Stock Corporation Act.

Article 14

(1) Shareholders who can provide proof of their sharehol ding by the designated deadline are entitled to take part in the Annual General Meeting. The shareholder is required to submit a certificate of deposit pu rsuant to § 10a of the Austrian Stock Corporation Act for the respective bearer shares to the Company at the a ddress stipulated in the announcement co nvening the Annual General Meeting no later than the third working day before the Annual General Meeting, unless another deadline has been determined. The text form is sufficient for the certificates of deposit.

(2) The Company has designate d email as its preferred communications channel for the submission of proposals and powers of attorney for the Annual General Meeting . Emails are to be submitted to the address designated on the EVN AG website or in the convocation of the Annual General Meeting or by using the template pr ovided on the EVN AG website. The Executive Board is a uthorised to select another, additional commun ications channel in its convocation of the Ann ual Ge neral Meeting.

(3) The Executive Board is authorised to make an audio and visual recording of the Annual General Meeting. Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board (§ 95 Para. 5 no. 14 of the Austrian Stock Corporation Act), to transmit the Annual General Meeting acoustically and visually in real time to shareholders who are not present and, possibly, to the general public (transmission of the Annual General Meeting pursuant to § 102 Para.4 sentence 1 and 2 of the Austrian Stock Corporation Act).

4) The Executive Board is also authorised, with the consent of the Supervisory Board (§ 95 Para. 5 no. 14 of the Austrian Stock Corporation Act), to arrange for shareholders to participate in the Annual General Meeting during its entire duration from any location in real time through an acoustic and, possibly, also an optical two-way connection which allows shareholders to follow the course of negotiations and, if given permission to speak by the Chairman, to directly address the Annual General Meeting (§ 102 Para. 3 no. 2 of the Austrian Stock Corporation Act).

(5) Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board (§ 95 Para. 5 no. 14 of the Austrian Stock Corporation Act) to allow shareholders to vote by electronic means from any location during the Annual General Meeting (remote voting pursuant to §§ 102 Para. 3 no. 3 and 126 of the Austrian Stock Corporation Act).

(6) The members of the Executive Board and Supervisory Board can be connected to the Annual General Meeting by means of an optical and acoustic two-way connection.

(7) A shareholder is not entitled to exercise her/her voting rights if he/she has violated disclosure requirements pertaining to the extent of the shareholding as defined by legal regulations or stock exchange rules.

Article 15

(1) The chairman of the Annual General meeting may determine that the sequence of the items on the agenda shall differ from the sequence published in the convocation. Furthermore, the chairman shall determine the type and form of voting. If several motions have been submitted for a particular item on the agenda, the chairman shall also determine the sequence of the vote on these motions.

(2) Unless otherwise required by law, the Annual General Meeting shall adopt its resolutions by a simple majority of the votes cast; where a majority of shares is required, the decisions shall be adopted by a simple majority of the capital stock represented in the meeting.

III. Annual Financial Statements

Article 16

(1) Within the first five months of every financial year, the Executive Board shall prepare the annual financial statements (annual balance sheet, income statement) and the annual report for the preceding financial year and, after examination by the auditor, submit these documents to the Supervisory Board, together with its proposal for the distribution of profit. Upon request of the Executive Board, the Supervisory Board may extend this term in individual cases for good cause by not more than two months.

(2) Within the first eight months of every financial year, the Annual General Meeting shall decide on the release of the Executive and Supervisory Boards from their responsibility for the preceding year, on the distribution of net profit, on the election of the auditors and, in the cases provided by law, on the approval of the annual financial statements (Annual General Meeting). Said term may be extended by the same period granted by the Supervisory Board pursuant to paragraph 1, provided that, upon request of the Executive Board, the Supervisory Board may extend the term for the Annual General Meeting in individual cases and for good cause by not more than two further months.

(3) The Annual General Meeting may decide that all or part of net profit shall not be distributed among the shareholders.

(4) Dividends that are not collected by shareholders within three years after becoming due shall be forfeited and accrue to the Company's free reserves.

The present Articles of Incorporation were adopted at the 29th Extraordinary General Meeting on 24th August 1989 and entered in the commercial register on 29th September 1989.

Article 2 of the Articles of Association was extended and restated at the 30th Extraordinary General Meeting on 17th April 1990 and entered in the commercial register on 26th July 1990.

Articles 5 and 14 (1) of the Articles of Incorporation were amended at the 31st Extraordinary General Meeting on 22nd March 1991 and entered in the commercial register on 11th April 1991.

Article 5 of the Articles of Incorporation was amended and expanded at the 67th Annual General Meeting on 12th December 1995 and entered in the commercial register on 11th January 1996.

Articles 1, 2 and 4 of the Articles of Incorporation were amended and extended at the 32nd Extraordinary General Meeting on 24th April 1998 and entered in the commercial register on 1st September 1998.

Article 5 of the Articles of Incorporation was amended at the 70th Annual General Meeting on 22nd January 1999 and entered in the commercial register on 30th July 1999.

Article 5 of the Articles of Incorporation was amended at the 71st Annual General Meeting on 14th January 2000 and entered in the commercial register on 6th May 2000.

Article 5 (1) of the Articles of Incorporation was amended at the 72nd Annual General Meeting of 12th January 2001 and entered in the commercial register on 20th July 2001.

Article 5 of the Articles of Incorporation was amended on the basis of a resolution passed by the Annual General Meeting on 22nd January 1999 and entered in the commercial register on 27th July 2004.

Articles 4, 5 and 14 (2) and (4) of the Articles of Incorporation were amended at the 78th Annual General Meeting on 18th January 2007 and entered in the commercial register on 4th August 2007.

Article 5 of the Articles of Incorporation was amended at the 79th Annual General Meeting on 17th January 2008 and entered in the Register of Companies on 18th March 2008.

Articles 5 (3) and 14 of the Articles of Incorporation were amended at the 81st Annual General Meeting on 21sz January 2010 and entered in the commercial register on February 20, 2010.

Article 5 of the Articles of Incorporation was amended on the basis of the statutory authorisation (Article 12 of the Articles of Incorporation) and an authorisation of the Supervisory Board on 29th September 2010 by resolution of the working committee of the Supervisory Board on 28th October 2010 (amendment of the respective version) and entered in the commercial register on 30th October 2010.

Article 5 (2) of the Articles of Incorporation was amended at the 84th Annual General Meeting on 17th January 2013 and entered in the commercial register on 28th February 2013.

The 85th Annual General Meeting on 16th January 2014 added section (3) to Article 5 and amended Article 6 of the Articles of Incorporation. The entry in the commercial register was made on 1st May 2014.

Articles 3, 5 (3), 8 (1), 11 (1) and (2), 14 (1) as well as (3) to (7) and 16 (3) of the Articles of Association were amended and expanded at the 92nd Annual General Meeting on 21 January 2021. The entry in the commercial register was made on 29 May 2021.

Article 14 (1) of the Articles of Association was amended at the 93rd Annual General Meeting on 03 February 2022. The entry in the commercial register was made on 3 May 2022.