VERBUND AG — AGM Information 2013

Mar 19, 2013

VERBUND AG / Announcement of the Convening of the General Meeting

VERBUND AG: Covening of the Annual General Meeting

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 hereby invite our Shareholders to the

66th Annual General Meeting

VERBUND AG

on Wednesday, 17 April 2013, at 10:30,

at Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1

Agenda

1. Presentation of the approved 2012 annual financial statements including
   management report and the corporate governance report, the consolidated
   financial statements including the consolidated management report and the
   report of the Supervisory Board for the financial year 2012.

2. Resolution on the appropriation of the net profit reported in the 2012
   annual financial statements.

3. Resolution on the approval of the members of the Executive Board for the
   financial year 2012.

4. Resolution on the approval of the members of the Supervisory Board for
   the financial year 2012.

5. Appointment of the auditor and the Group auditor for the financial year
   2013.

6. Resolution on

a- the Executive Board authorisation to purchase own shares in accordance
with Section 65(1)(8) and (1a) and (1b) of the Stock Corporation Act (AktG)
both on the stock exchange and off-exchange in an amount of up to 10% of
the share capital,

b- the Executive Board authorisation to resolve a type of sale other than
on the stock exchange or by public offer excluding shareholders' right of
repurchase (reverse subscription right) in accordance with Section 65(1b)
AktG for the sale or utilisation of own shares,

c- the Executive Board authorisation if necessary to reduce share capital
by means of the redemption of these own shares without further resolution
of the Annual General Meeting.

1. Resolution on the regulation of remuneration for the members of the
   Supervisory Board

Documents for the Annual General Meeting

In particular, the following documents pursuant to Section 108(3)
through(5) AktG shall be accessible on the company's website as entered in
the commercial register www.verbund.com/hv at the latest by the 21st day
prior to the Annual General Meeting, thus as of 29 March 2013:

• Company annual report,

• Annual financial statements and management report,

• Corporate governance report,

• Consolidated financial statements and consolidated management report,

• Report of the Supervisory Board

each for the financial year 2012

• Proposals of the Executive Board and Supervisory Board concerning agenda
  items 2 through 7,

• Report of the Executive Board on agenda item 6,

• Form for granting power of attorney,

• Form for revocation of power of attorney,

• Complete text of this notice to convene.

Information on shareholder rights pursuant to Sections 109, 110, 118 and
119 AktG

Pursuant to Section 109 AktG, shareholders whose aggregate shareholding
equals 5% or more of the share capital and who have held such shares for a
period of at least three months prior to submitting this request, can
request that additional items be added to the agenda for this Annual
General Meeting and be made public. These requests must be received by the
Company in writing no later than 21 days prior to this Annual General
Meeting, thus on 29 March 2013. Each requested agenda item must be
accompanied by a proposal for such resolution including a statement of
reasons. In the case of bearer shares, evidence of the shareholder status
shall be provided by means of a safe custody receipt pursuant to Section
10a AktG, confirming that the shareholders making the request have held the
relevant shares at least three months prior to submitting such request.
This safe custody receipt can be no older than seven days when submitted to
the Company. With respect to the other requirements applicable to the safe
custody receipt, please refer to the details provided below concerning the
right to participation. Such requests must be submitted to the Company in
writing at the following address:

By mail or courier:
VERBUND AG, Corporate Affairs, att. Dr. Andreas Bräuer, Am Hof 6a, 1010
Vienna, Austria.

Pursuant to Section 110 AktG, shareholders whose aggregate shareholding
equals 1% of the share capital can propose draft resolutions with respect
to each agenda item in writing and request that these be made available on
the Company's website along with the statements of reasons, provided that
this request is received by the Company no later than the seventh business
day prior to the Annual General Meeting, thus on 8 April 2013. In the case
of bearer shares, evidence of the shareholder status shall be provided by
means of a safe custody receipt pursuant to Section 10a AktG. This safe
custody receipt can be no older than seven days when submitted to the
Company. With respect to the other requirements applicable to the safe
custody receipt, please refer to the details provided below concerning the
right to participation. Such requests must be submitted to the Company in
writing at one of the following addresses:

By mail or courier:
VERBUND AG, Corporate Affairs, att. Dr. Andreas Bräuer, Am Hof 6a, 1010
Vienna, Austria

By fax: +43 (0) 50313-154010

Or by e-mail: hv@verbund.com, including the written request as an e-mail
attachment, e.g. as a PDF file.

In the case of bearer shares, evidence of the shareholder status for
exercise of this shareholder right shall be provided by means of a safe
custody receipt pursuant to Section 10a AktG. This safe custody receipt can
be no older than seven days when submitted to the Company. With respect to
the other requirements applicable to the safe custody receipt, please refer
to the details concerning the right to participation.

For registered shares, entry in the share register is relevant, and the
shareholder is not required to provide separate evidence.

Pursuant to Section 118 AktG, each shareholder shall be provided with
information on matters of the Company upon request during the Annual
General Meeting to the extent that the information is necessary to allow
proper assessment of an agenda item.

The information may be refused if such information - based on a reasonable
economic assessment - could cause material damage to the Company or one of
its affiliated companies or if provision of such information would be a
criminal offence.

Each shareholder has the right - regardless of a certain shareholding - to
propose motions on each agenda item in the Annual General Meeting. This
right is contingent on proof of the right to participation as described
below.

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

Participation in the Annual General Meeting and exercising voting rights
and all other shareholder rights exercised in the course of an 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 in each case as of the end of the tenth day prior
to the Annual General Meeting (record date), thus on 7 April 2013, 24:00
CEST. Only those are entitled to participate in the Annual General Meeting
who are shareholders on this record date and provide evidence of this fact
to the Company or, in the case of registered shares, are registered in the
share register.

Bearer shares

As evidence of share ownership on the record date, a safe custody receipt
pursuant to Section 10a AktG shall be provided to the Company no later than
by the third business day prior to the Annual General Meeting, thus on 12
April 2013, 24:00 CEST, exclusively to the following address:

By mail or courier:
VERBUND AG, Corporate Affairs, att. Dr. Andreas Bräuer, Am Hof 6a, 1010
Vienna, Austria

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

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

Invalidation of share certificates

Pursuant to Section 10(2) as amended by the Austrian Act amending Company
Law (Gesellschaftsrechts-Änderungsgesetz, GesRÄG) 2011, VERBUND AG is
obligated to replace all outstanding physical bearer share certificates by
a global certificate and to declare physical share certificates that have
not been submitted to be void in accordance with Section 67 in conjunction
with Section 262(29) AktG. VERBUND AG fulfilled this legal obligation and
carried out an invalidation procedure granted by the Commercial Court of
Vienna.

Upon its advertisement in the Official Gazette of Wiener Zeitung on 21
November 2012 in accordance with Section 67 in conjunction with 262(29)
AktG, the invalidation of outstanding physical bearer share certificates
was announced, and these share certificates thus became invalid. The status
of shareholder under property law remains unaffected. Affected shareholders
can request a credit entry to their securities account at any time upon
submission of the invalidated share certificates to Erste Group Bank AG,
safe deposit vault, 1010 Vienna, Neutorgasse 17/1, as depositary agent or
via the depositary banks during normal business hours; in other words, a
securities account credit corresponding to the number of ordinary shares of
ISIN AT0000746409 will be made to a securities account requested by the
shareholder.

For the purpose of participation and exercising a voting right at the
VERBUND AG Annual General Meeting, we expressly point out that this must be
done in such a timely manner that the entry is effected on the record date
prior to the respective Annual General Meeting, thus on 7 April 2013, 24:00
CEST. This means that in order to participate in the 66th Annual General
Meeting of VERBUND AG on 17 April 2013, the safe custody receipt shall be
submitted to the Company no later than by the third business day prior to
the Annual General Meeting, thus on 12 April 2013, 24:00 CEST, exclusively
to one of the aforementioned addresses.

Pursuant to Section 262(20) AktG, the Company stipulates that,
notwithstanding Section 10(3)(2) AktG, it does not accept safe custody
receipts issued by the depositary banks and statements under Section
114(1)(4) AktG via an international, highly secure messaging network of
credit institutions whose participants can be clearly identified (SWIFT).

Safe custody receipt pursuant to Section 10a AktG

The safe custody receipt must be issued by a bank maintaining the deposit
domiciled 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 disclosures set
forth in Section 10a(2) AktG:
- Information on the issuer: name/company and address or a common code used
among banks,

• Information on the shareholder: name/company, address, date of birth for
  natural persons, or registry and registration number for legal entities, if
  applicable,

• Information on shares: number of shares held by the shareholder; ISIN
  AT0000746409,

• Securities account number or other designation

• Date 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 7 April 2013. Safe custody receipts issued by
the depositary bank may be submitted in German or English.

Registered shares

For registered shares, entry in the share register at the end of the record
date is solely relevant; the shareholder is not required to provide
separate evidence nor to register for the Annual General Meeting.

Option to appoint a proxy pursuant to Sections 113f AktG

Each shareholder entitled to participate in the Annual General Meeting has
the right to appoint a natural or legal entity to participate as a proxy.
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 or members of the Executive Board or the Supervisory
Board may not be appointed proxy of a shareholder.

In case a shareholder has granted power of attorney to the depositary bank,
it is sufficient if the bank provides a written statement informing the
Company that power of attorney was granted to the bank in addition to the
safe custody receipt.

The form provided on the Company's website www.verbund.com/hv can be used
for granting power of attorney. The power of attorney must be submitted to
the Company on 16 April 2013, 16:00 (CEST), exclusively at one of the
following addresses:

By mail or courier:
VERBUND AG, Corporate Affairs, att. Dr. Andreas Bräuer, Am Hof 6a, 1010
Vienna, Austria

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

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

On the day of the Annual General Meeting, the power of attorney is accepted
at 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.

As a special service, we offer our shareholders the possibility of
exercising their voting right through an independent proxy appointed by the
Company - the Interessenverband für Anleger (IVA, Austrian Shareholder
Association), Feldmühlgasse 22, 1130 Vienna, office@iva.or.at, tel. +43 187
63 343/30. Dr. Michael Knap (michael.knap@iva.or.at) from
Interessensverband für Anleger will represent such shareholders at the
Annual General Meeting. VERBUND AG shall bear the costs for the proxy. The
shareholder shall bear all other costs, specifically their own bank fees
for the confirmation of holdings from the depositary bank or postage
expenses.

Power of attorney can be granted to IVA using the form specially provided
on the Company's website www.verbund.com/hv. The power of attorney must be
submitted in a timely manner exclusively at one of the following addresses:

By mail or courier:
Dr. Michael Knap, Interessenverband für Anleger (IVA),
Feldmühlgasse 22, 1130 Vienna,

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

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

In case proxy is granted to the IVA, Dr. Michael Knap will exercise the
right to vote exclusively on the basis of the instructions given by the
shareholder which can be indicated on a special power of attorney form. In
case no instructions are given, the proxy will vote for the proposals
submitted by the Managing Board and the Supervisory Board. Please note that
the proxy exercising a voting right will accept no instructions on requests
to speak, objecting to resolutions proposed by the Annual General Meeting
or on asking questions or submitting proposals.

The proposals to be voted on are published by the Company on the website at
www.verbund.com/hv.

Total number of shares and voting rights as of the date of the convening of
the Annual General Meeting (Section 106(9) AktG)

As of the date of the convening of the General Meeting, the Company's share
capital amounts to EUR 347,415,686.00 and is divided into 170,233,686
ordinary bearer shares and 177,182,000 registered ordinary shares.

Each share confers the right to one vote, but with the following proviso:
Pursuant to Section 19(3) of the Articles of Association, with the
exception of regional authorities and companies in which regional
authorities hold an interest of at least 51%, the voting rights of each
shareholder in the Annual General Meeting are restricted to 5% of the share
capital, thus to 17,370,784 votes.

Admission and registration

Admission to the Annual General Meeting begins on 17 April 2013 at 9:30.
Valid official photo identification must be provided at registration.

Vienna, March 2013
Executive Board

19.03.2013 DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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Language: English
Company: VERBUND AG
Am Hof 6A
1010 Wien
Austria
Phone: 0043-1-53113-52616
Fax: 0043-1-53113-52694
E-mail: investor@verbund.com
Internet: www.verbund.com
ISIN: AT0000746409
WKN: 877738
Listed: Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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