VERBUND AG — AGM Information 2010

Mar 9, 2010

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AGM Announcements | 9 March 2010 13:52

Österreichische Elektrizitätswirtschafts AG: Invitation to the Annual General Meeting on April 7, 2010

Österreichische Elektrizitätswirtschafts AG / Announcement of the Convening of the General Meeting

09.03.2010 13:52

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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We invite our shareholders to the

63rd Ordinary Annual General Meeting of

Österreichische Elektrizitätswirtschafts-Aktiengesellschaft
on Wednesday, 7 April 2010 at 10:30 a.m.
at the Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1

A g e n d a

1. Presentation of the approved Financial Statements 2009 including the
   Management Report and the Corporate Governance Report, the Consolidated
   Financial Statements including the Group Annual Report and the Report
   of the Supervisory Board for fiscal 2009.

2. Resolution on the appropriation of the balance sheet profits accounted
   for in the Financial Statements 2009.

3. Resolution on the discharge of the Members of the Managing Board and
   the Supervisory Board for fiscal 2009.

4. Appointment of the Auditor of Annual Accounts and Group Auditor of
   Annual Accounts for fiscal 2010.

5. Resolution on the amendment to the Articles of Incorporation on the
   adjustment to changed statutory regulations and change of company name.

6. Election of the new Supervisory Board.

Documents for the Annual 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 Annual General Meeting onward,
that is from 17 March 2010 at the company headquarters Am Hof 6a, 1010
Vienna, Corporate Affairs department.

• Financial Statements and Management Report,

• Corporate Governance Report,

• Consolidated Financial Statements and Group Annual Report,

• Report of the Supervisory Board each for fiscal 2009

• Proposals of the Managing Board and the Supervisory Board for Agenda
  Items 2 to 6,

• ad Agenda Item 6: the statements of the candidates for the election of
  the new Supervisory Board pursuant to sec. 87 subs. 2 of AktG.

The company's Financial Report and 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 17 March 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 Annual
General Meeting and be made public, providing the company is in receipt of
this request no later than 21 days prior to the Annual General Meeting,
that is 17 March 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:
Österreichische Elektrizitätswirtschafts-Aktiengesellschaft
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 Annual
General Meeting at the latest, that is 26 March 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:
Österreichische Elektrizitätswirtschafts-Aktiengesellschaft
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 a proposal relating to the election of members of the
Supervisory Board, the explanation of reasons shall be replaced by a
statement by the proposed person pursuant to sec. 87 subs. 2 AktG. In the
case of deposited bearer shares (depotverwahrte Inhaberaktien) evidence of
capacity as a shareholder to exercise this shareholder right 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.

In the case of bearer shares that are not deposited it is sufficient to
submit a written confirmation issued by 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 and requires no separate proof of the shareholder.

Information on the affairs of the Company must be provided upon request to
each shareholder at the Annual General Meeting pursuant to sec. 118 AktG,
as far as such information is required for the proper assessment of an
agenda item. The obligation to render information extends also to the legal
and business relationships of the Company to any affiliated company, to the
Group's standing and to the companies included in the Consolidated
Financial Statements.

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 Annual General Meeting pursuant to sec. 111 AktG.

As a result of the amendments of the Stock Corporation Act based on the Act
Amending the Stock Corporation Act 2009 (Aktienrechtsänderungsgesetz,
AktRÄG 2009), sec. 18 subs. 3 in the Company's Articles of Incorporation
regarding the convocation of a Annual General Meeting, the deposit of
shares and the right to participate and vote do not apply. Participation in
the Annual General Meeting and the exercising of voting rights and all
other shareholders' rights, which are exercised in the course of a Annual
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 Annual General Meeting, that is on 28 March 2010, 12:00
p.m. (midnight) CEST. Only those are entitled to participate in the Annual
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 Annual
General Meeting, that is on 1 April 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 a
notary, which must be received by the Company no later than by the third
business day prior to the Annual General Meeting, that is on 1 April 2010,
12:00 p.m. (midnight) CEST.

Evidence of share ownership on the record date must be received by the
Company on 1 April 2010, 12:00 p.m. (midnight) CEST, exclusively at one of
the following addresses:

By post or by messenger:
Österreichische Elektrizitätswirtschafts-Aktiengesellschaft
Corporate Affairs, attn. Dr. Andreas Bräuer
Am Hof 6a, 1010 Wien
By fax: +43 (0)1 8900500-50
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 Annual General Meeting must refer to the
aforementioned record date of 28 March 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 and the
shareholder does not need to provide separate evidence or apply to
participate in the Annual General Meeting.

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

Each shareholder entitled to participate in the Annual General Meeting has
the right to appoint a natural or legal person to participate in the Annual
General Meeting in the name of the shareholder. The proxy participates in
the Annual 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 1 April 2010, 4:00 p.m. (CEST), exclusively at
one of the following addresses:

By post or by messenger:
Österreichische Elektrizitätswirtschafts-Aktiengesellschaft
Corporate Affairs, attn. Dr. Andreas Bräuer
Am Hof 6a, 1010 Wien
By fax: +43 (0)1 8900500-50
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 Annual General Meeting, the power of attorney is accepted
upon registration for the Annual 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 Annual General Meeting (sec. 106 para. 9 AktG)

At the time of convocation of the Annual General Meeting, the Company's
share capital amounts to EUR 308,200,000.00 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.

Shareholders shall be admitted to the Annual General Meeting on 7 April
2010 from 9:30 a.m. onward. For registration, valid official photo
identification shall be required.

The Managing Board

Contact:
Andreas Wollein
Head of Group Finance and Investor Relations
T.: +43 (0)5 03 13 - 52604
F.: +43 (0)5 03 13 - 52694
mailto:investor@verbund.at

09.03.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Österreichische Elektrizitätswirtschafts 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, Düsseldorf, München, Hamburg,
Stuttgart; Wien

End of News DGAP News-Service

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