VERBUND AG — AGM Information 2010

Sep 2, 2010

News Details

AGM Announcements | 2 September 2010 18:08

VERBUND AG: Convocation of the extraordinary General Meeting

VERBUND AG / Announcement of the Convening of the General Meeting

02.09.2010 18:08

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

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VERBUND AG

Vienna, FN 76023 z

Convocation of the General Meeting

We hereby invite our shareholders to the

Extraordinary General Meeting of

VERBUND AG

on Friday, 24 September 2010 at 11:00 a.m.

at Haus der Industrie, Großer Festsaal, 1030 Vienna, Schwarzenbergplatz 4

Agenda

Resolution on the creation of Approved Capital, also with the authorization
to exclude subscription rights, this, however, exclusively to exclude
fractional amounts from the subscription rights, and the corresponding
addition to the Articles of Incorporation in Section 5.

-x-x-x-x-x-

Documents for the General Meeting

Pursuant to sec. 108 subs. 3 to 5 of the Austrian Stock Corporation Act
(AktG), the following documents shall be available to shareholders for
inspection from the 21st day prior to the General Meeting onward, that is
from 03 September 2010 at the company headquarters Am Hof 6a, 1010 Vienna,
Corporate Affairs department.

• Report by the Managing Board, with approval of the Supervisory Board,
  on the authorization to issue new shares with exclusion of subscription
  rights, this, however, exclusively for the purpose of excluding
  fractional amounts from the subscription right.

• Proposals by the Managing Board and the Supervisory Board on the single
  Agenda Item

The aforementioned documents as well as the full version of this invitation
and the forms for the conferral and revocation of power of attorney
pursuant to sec. 114 AktG shall additionally be accessible pursuant to sec.
108 subs. 3 to 5 AktG from no later than 03 September 2010 on the Company's
website at www.verbund.at/hauptversammlung.

Note referring to the rights of shareholders pursuant to sections 109, 110
and 118 AktG.

Pursuant to sec. 109 AktG, shareholders holding shares equaling in
aggregate 5% of the share capital, and who have been holders of such shares
for a period of at least three months prior to submitting such request, may
request in writing that agenda items be added to the Agenda of this General
Meeting and be made public, providing the company is in receipt of this
request no later than 19 days prior to the General Meeting, that is 05
September 2010. Each requested addition to the Agenda must include a
proposal for such resolution and a detailed explanation of the reasons for
the proposal. In the case of deposited bearer shares (depotverwahrte
Inhaberaktien), evidence of capacity as a shareholder shall be
satisfactorily provided by submitting a safe custody receipt
(Depotbestätigung) pursuant to sec. 10a AktG, which must not be older than
seven days at the time the proposal is submitted, confirming that the
shareholder requesting such proposal has been a holder of the shares for at
least three months prior to submitting such request. In respect of any
other requirements related to safe custody receipts, reference is made to
the detailed information on the right to participate provided below. Such
proposals must be in writing and received by the Company, exclusively at
the following address:

By post or by messenger: VERBUND AG

Corporate Affairs, attn. Dr. Andreas Bräuer

Am Hof 6a, 1010 Wien.

Pursuant to sec. 110 AktG, shareholders holding shares equaling in
aggregate 1% of the share capital may submit to the Company in respect of
each agenda item in writing proposals for resolutions including an
explanation of reasons for such proposal and may request that these
proposals are made available on the Company's website if the Company is in
receipt of such request on the seventh business day prior to the General
Meeting at the latest, that is 15 September 2010. In the case of deposited
bearer shares (depotverwahrte Inhaberaktien) evidence of capacity as a
shareholder shall be satisfactorily provided by submitting a safe custody
receipt (Depotbestätigung) pursuant to sec. 10a AktG, which must not be
older than seven days at the time it is submitted to the Company. In
respect of any other requirements related to safe custody receipts,
reference is made to the detailed information on the right to participate
provided below. Such proposals must be in writing and received by the
Company, exclusively at one of the following addresses:

By post or by messenger: VERBUND AG

Corporate Affairs, attn. Dr. Andreas Bräuer

Am Hof 6a, 1010 Wien

By fax: +43 (0) 50313-153791

or by e-mail: hauptversammlung@verbund.at, in which case the request
must be attached to the e-mail in writing, for example as a PDF file.

In the case of bearer shares that are not deposited it is sufficient to
submit a written confirmation issued by the company or a notary for which
the same applies analogously as for the safe custody receipt mentioned
above.

In the case of registered shares, registration in the share register
(Aktienbuch) is relevant; this shall require no separate proof of the
shareholder.

Information on the affairs of the Company must be provided upon request to
each shareholder at the General Meeting pursuant to sec. 118 AktG, as far
as such information is required for the proper assessment of the agenda.

Information may be refused to the extent the relevant information - based
on a reasonable economic assessment - could cause a material disadvantage
to the Company or an affiliated company, or where providing such
information would lead to criminal liability.

Right to participation: Record date and requirements for participating in
the General Meeting pursuant to sec. 111 AktG.

Participation in the General Meeting and the exercising of voting rights
and all other shareholders' rights, which are exercised in the course of a
General Meeting, depend, in the case of registered shares, on their
registration in the share register and, in the case of bearer shares, on
the ownership of shares on the record date, that is the end of the tenth
day prior to the General Meeting, that is on 14 September 2010, 12:00 p.m.
(midnight) CEST. Only those are entitled to participate in the General
Meeting who are shareholders on this record day and produce evidence of
this fact to the Company or, in the case of registered shares, are
registered in the share register (Aktienbuch).

Deposited bearer shares (depotverwahrte Inhaberaktien)

To qualify as evidence of share ownership on the record date a safe custody
receipt pursuant to sec. 10a AktG shall be sufficient that must be received
by the Company no later than by the third business day prior to the General
Meeting, that is on 21 September 2010, 12:00 p.m. (midnight) CEST.

Bearer shares not deposited (nicht depotverwahrte Inhaberaktien)

In the case of bearer shares that are not deposited, it is sufficient to
prove shareholder capacity by submitting a written confirmation issued by
the company or a notary, which must be received by the Company no later
than by the third business day prior to the General Meeting, that is on 21
September 2010, 12:00 p.m. (midnight) CEST.

Evidence of share ownership on the record date must be received by the
Company on 21 September 2010, 12:00 p.m. (midnight) CEST, exclusively at
one of the following addresses:

By post or by messenger: VERBUND AG

Corporate Affairs, attn. Dr. Andreas Bräuer

Am Hof 6a, 1010 Wien

By fax: +43 (0)1 8900500-70

or by e-mail: anmeldung.verbund@hauptversammlung.at

Pursuant to sec. 262 subs. 20 AktG, the Company determines that any safe
custody receipts or declarations pursuant to sec. 114 subs. 1, sentence 4
AktG contrary to sec. 10a subs. 3 sentence 2 AktG shall not be submitted
via an internationally disseminated, specifically secured communication
network of credit institutions whose participants can be unambiguously
identified (SWIFT).

Safe custody receipts pursuant to sec. 10a AktG

The safe custody receipt must be issued by a credit institution maintaining
the deposit account with its seat in a member state of the European
Economic Area or in a full member state of the OECD. It needs to contain at
least the matters set out in sec. 10a subs. 2 AktG:

• Information on the issuer: name/company and address or a common code
  used among credit institutions,

• Information on shareholder: name/company, address, date of birth in the
  case of natural persons, where applicable register and registration
  number in the case of legal entities,

• Information on shares: number of shares held by the shareholder,

• Deposit number or any other kind of designation,

• Time or period of time the safe custody receipt refers to.

The safe custody receipt as evidence of share ownership for the purpose of
participation in the General Meeting must refer to the aforementioned
record date of 14 September 2010.

Safe custody receipts may be submitted in the German or English language.

Registered shares

In the case of registered shares, the registration of such shares in the
share register at the end of the record date is solely relevant; the
shareholder does not need to provide separate evidence or apply to
participate in the General Meeting.

Possibility to appoint a proxy pursuant to sections 113 f of AktG

Each shareholder entitled to participate in the General Meeting has the
right to appoint a natural or legal person to participate in the General
Meeting in the name of the shareholder. The proxy participates in the
General Meeting in the name of the shareholder and has the same rights as
the shareholder whom he/she represents.

The Company itself, a member of the Managing Board or the Supervisory Board
may not be appointed proxy of a shareholder.

In case a shareholder has granted a proxy to the credit institution
maintaining his or her deposit account, it is sufficient if the credit
institution, in addition to the safe custody receipt, provides a written
declaration informing the Company that a proxy was granted to the credit
institution.

For granting the proxy the form provided on the Company's website
www.verbund.at/hauptversammlung may be used. The power of attorney must be
received by the Company on 23 September 2010, 4:00 p.m. (CEST), exclusively
at one of the following addresses:

By post or by messenger: VERBUND AG

Corporate Affairs, attn. Dr. Andreas Bräuer

Am Hof 6a, 1010 Wien

By fax: +43 (0)1 8900500-70

or by e-mail: anmeldung.verbund@hauptversammlung.at

Pursuant to sec. 262 subs. 20 AktG, the Company shall specify that any safe
custody receipts or powers of attorney pursuant to sec. 114 subs. 1,
sentence 4 AktG contrary to sec. 10a subs. 2 sentence 2 AktG shall not be
submitted via an internationally disseminated, specifically secured
communication network of credit institutions whose participants can be
unambiguously identified (SWIFT).

On the day of the General Meeting, the power of attorney is accepted upon
registration for the General Meeting at the meeting place.

The aforementioned regulations on the granting of the power of attorney
shall analogously apply for the revocation of the power of attorney.

Total number of shares and voting rights at the time of the Convocation of
the General Meeting (sec. 106 para. 9 AktG)

At the time of convocation of the General Meeting, the Company's share
capital amounts to EUR 308,200,000.-- and is divided into 151,018,000
no-par bearer shares and 157,182,000 registered no-par shares.

Each share confers the right to one vote, however with the following
proviso:

Pursuant to sec. 19 subs. 3 of the Articles of Incorporation, each
shareholder's right to vote in the General Meeting - with the exception of
local administrative bodies and companies in which local administrative
bodies hold a stake of at least 51% - is limited to 5% of the share
capital, consequently to 15,410,000 votes.

Admission and registration

Shareholders shall be admitted to the General Meeting on 24 September 2010
at 10:00 a.m. For registration, valid official photo identification shall
be required.

Vienna, September 2010

The Managing Board

02.09.2010 Ad hoc announcement, Financial News and Press Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: VERBUND AG
Am Hof 6A
1010 Wien
Österreich
Phone: 0043-1-53113-52616
Fax: 0043-1-53113-52694
E-mail: andreas.wollein@verbund.at
Internet: www.verbund.at
ISIN: AT0000746409
WKN: 877738
Listed: Regulierter Markt in Frankfurt (General Standard);
Freiverkehr in Berlin, Stuttgart, Hamburg, München,
Düsseldorf; Wien (Amtlicher Handel / Official Market)

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