VERBUND AG — AGM Information 2018

Mar 22, 2018

DGAP-News: VERBUNDAG/Announcement of the Convening of theGeneral Meeting

22.03.2018 / 14:32

Announcement of the Convening of theGeneral Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.

VERBUNDAG Vienna, FN76023 z ISINAT0000746409

Conveningof the AnnualGeneral Meeting

We herebyinvite our shareholders to the

71st AnnualGeneral Meetingof VERBUNDAG

onMonday, 23 April, 2018, at 10:30

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

Age nda

1. Presentation of the approved 2017 annual financial statements including the management report bythe Executive Board and the corporate governance report, the consolidated financial statements including theGroup management report, the proposal for the distribution of profits and the report of the SupervisoryBoard for financial year 2017.

2. 2.Resolution on the appropriation of the net profit reported in the 2017 annual financial statements.

3. 3.Resolution on the approval of the actions of the members of the Executive Board for financial year 2017.
4. 4.Resolution on the approval of the actions of the members of the SupervisoryBoard for financial year 2017.
5. 5.Appointment of the auditor and theGroup auditor for financial year 2018.

Documents for the AnnualGeneral Meeting

In particular, pursuant to Section 108(3) through (5) of theAustrian StockCorporationAct (AktG) the following documents shall be accessible on the Company's website as entered in the commercial register atwww.verbund.com/hvno later than 21 days prior to the Annual General Meeting, thus as of 2April 2018:

• Companyannual report,
• -Annual financial statements and management report,
• Corporate governance report,
• Consolidated financial statements andGroup management report,
• Proposal for the distribution of profits,
• Separate non-financial report,
• Report of the SupervisoryBoard

each for financial year 2017

• Proposals of the Executive Board and SupervisoryBoard concerning agenda items 2 through 5,

• Form for granting power of attorney,

• Form for revoking power of attorney, and
• Complete text of this notice to convene.

Informationonshareholder rights pursuant toSections 109, 110, 118 and119 AktG

Shareholder additions tothe agenda

Pursuant to Section 109AktG, 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 bythe Companyin writing no later than 21 days prior to this Annual General Meeting, thus on 2April 2018. Each requested agenda item must be accompanied bya proposal for such resolution including a statement of reasons. In the case of bearer shares, evidence of the shareholder status shall be provided bymeans of a safe custodyreceipt pursuant to Section 10aAktGconfirming that the shareholders making the request have held the relevant shares at least three months prior to submitting such request. This safe custodyreceipt can be no older than seven days on the date of submission to the Company. With respect to the other requirements applicable to the safe custodyreceipt, please refer to the details provided belowconcerning the right to participation. Such requests must be submitted to the Companyin writing at the following address:

Bymail or courier: VERBUNDAG CorporateOffice, att.Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria

Byemail: an electronic document in PDFformatwith a qualified electronic signature: anmeldung.verbund@hauptversammlung.at

Or bySWIFT:GIBAATWGGMS message type MT598 or MT599

Shareholder resolutionproposals tothe agenda

Pursuant to Section 110AktG, 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 bythe Companyno later than the seventh business dayprior to theAnnual General Meeting, thus on 12April 2018. For nominations to the election of SupervisoryBoard members, the declaration of the candidate pursuant to Section 87(2)AktGreplaces the statement of reasons. Such requests must be submitted to the Companyin writing at one of the following addresses:

Bymail or courier: VERBUNDAG CorporateOffice, att.Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria

Byfax: +43 (0) 50313-154010

Or byemail: hv@verbund.com, including the written request as an email attachment, e.g. in PDFformat.

In the case of bearer shares, evidence of the shareholder status shall be provided bymeans of a safe custodyreceipt pursuant to Section 10aAktGin order to exercise of this shareholder right. This safe custodyreceipt can be no older than seven days on the date of submission to the Company. With respect to the other requirements applicable to the safe custodyreceipt, please refer to the details concerning the right to participation.

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

Informationrequiredpursuant toSection110(2)(2) AktG

In the event of shareholders adding a further item to the agenda, namely"Candidate nomination for election to the SupervisoryBoard" pursuant to Section 109AktGand for reimbursement of a corresponding nomination made byshareholders pursuant to Section 110AktG, the Companydiscloses the following:

The SupervisoryBoard of VERBUNDAGcurrentlyhas ten members elected bytheGeneral Meeting (shareholder representatives) and five appointed bythe Works Council pursuant to Section 110ArbVG.On the date of the convening of this Annual General Meeting, of the ten shareholder representatives, three are women and, of five employee representatives, one is a woman.

There is no objection pursuant to Section 86(9)AktGagainst total fulfilment of the quota bythe shareholder representatives or the employee representatives. Pursuant to Section 110ArbVG, the Works Council will appoint one more woman to the SupervisoryBoard before theAnnual General Meeting is held on 23April 2018, so that on the date of the elections to the SupervisoryBoard, i.e. on 23April 2018, two of the five employee representatives are women.

In the event that shareholders add the agenda item "Candidate nomination for election to the SupervisoryBoard" pursuant to Section 109 AktGand for reimbursement of a nomination made byshareholders pursuant to Section 110AktGto this agenda item, it should be taken into account that, in the event that an election is held, of the 15 members of the SupervisoryBoard at least five women hold seats on the SupervisoryBoard.

Right toinformation

Pursuant to Section 118AktG, each shareholder shall be provided with information on matters of the Companyupon request during the Annual General Meeting to the extent that the information is necessaryto allowproper assessment of an agenda item.

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

Proposingmotions duringthe AnnualGeneral Meeting

Each shareholder has the right - regardless of a certain shareholding - to propose motions on each agenda item in theAnnual General Meeting. If several motions are filed for a single agenda item, the Chairman determines the order of voting in accordance with Section 119(3)AktG.

Pursuant to Section 110AktG, however, a proposal must be submitted in a timelymanner for shareholder requests to nominate a candidate for electiontothe SupervisoryBoard: Persons can onlybe nominated for election to the SupervisoryBoard byshareholders whose aggregate shareholding equals 1%of the share capital. Such nominations must be received bythe Companyin the manner described above no later than 12April 2018. Pursuant to Section 87(2)AktG, each nomination shall be accompanied bythe candidate's declaration of his or her professional qualifications, professional or comparable roles as well as all circumstances which could give rise for concerns regarding impartiality. The shareholder request to nominate a candidate for election to the SupervisoryBoard shall otherwise be excluded from the vote. It should be further noted that - as Section 86(7)AktGconcerning the proportional gender representation on the SupervisoryBoard is applicable to the Company- a minimum of five seats on the SupervisoryBoard are to be staffed with women or with men in order to fulfil the minimum quota in accordance with Section 86(7)AktG.

Informationonthewebsite

Further information regarding the rights of shareholders pursuant to Sections 109, 110, 118 and 119AktGare available at the Company's website atwww.verbund.com/hv, effective immediately.

Right toparticipation:Recorddate andrequirements for participatinginthe AnnualGeneral Meetingpursuant toSection111 AktG

Participation in theAnnual 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 dayprior to theAnnual General Meeting (record date), thus on 13April 2018, midnightCEST.Onlythose who are shareholders on this record date and provide evidence of this fact to the Companyor, in the case of registered shares, are registered in the share register are entitled to participate in theAnnual General Meeting.

Bearer shares

As evidence of share ownership on the record date, a safe custodyreceipt pursuant to Section 10aAktGshall be provided to the Company no later than bythe third business dayprior to theAnnual General Meeting, thus on 18April 2018, midnightCEST, exclusivelyto the following address byone of the following communication methods:

Bymail or courier: VERBUNDAG CorporateOffice, att.Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria

Byemail: an electronic document in PDFformatwith a qualified electronic signature: anmeldung.verbund@hauptversammlung.at

BySWIFT:GIBAATWGGMS message type MT598 or MT599; for shares, indicate ISINAT0000746409 in text.

Submissions are also welcome in advance in text format: byfax: +43 (0)1 8900500-70 or byregular e-mail: anmeldung.verbund@hauptversammlung.at (safe custodyreceipts must be in PDFformat.)

Safe custodyreceipt pursuant toSection10a AktG

The safe custodyreceipt must be issued bya bank maintaining the deposit domiciled in a member state of the European EconomicArea or in a full member state of theOECD. It needs to contain at least the disclosures set forth in Section 10a(2)AktG:

• Information about the issuer: name/companyand address or a common code used among banks (BIC),

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

• Information about shares: number of shares held bythe shareholder; ISINAT0000746409,

• Securities account number or other designation, and

• Reference date or period of time of the safe custodyreceipt.

The safe custodyreceipt as evidence of share ownership for the purpose of participation in theAnnual General Meeting must refer to the aforementioned record date bythe end of

13April 2018, midnightCEST(Vienna time). Safe custodyreceipts issued bythe depositarybank maybe submitted inGerman or English.

Registeredshares

For registered shares, entryin the share register at the end of the record date is solelyrelevant; the shareholder is not required to provide separate evidence nor to register for theAnnual General Meeting.

Optiontoappoint a proxypursuant toSections 113f AktG

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

The Companyitself or members of the Executive Board or the SupervisoryBoard maynot be appointed proxyof a shareholder.

In case a shareholder has granted power of attorneyto the depositarybank, it is sufficient if the bank provides a written statement informing the Companythat power of attorneywas granted to the bank in addition to the safe custodyreceipt.

The form provided on the Company's website atwww.verbund.com/hvcan be used for granting power of attorney. The power of attorney must be submitted to the Companyno later than 20April 2018, 16:00 CEST, exclusivelyat one of the following addresses:

Bymail or courier: VERBUNDAG CorporateOffice, att.Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria

Byfax: +43 (0)1 8900500-70

Byemail: anmeldung.verbund@hauptversammlung.at

Or bySWIFT:GIBAATWGGMS message type MT598 or MT599

On the dayof theAnnual General Meeting, the power of attorneyis accepted at registration for theAnnual General Meeting at the meeting place.

The aforementioned regulations on granting the power of attorneyshall analogouslyapplyfor the revoking the power of attorney.

Independent proxy

As a special service,we offer our shareholders the possibilityof exercising their voting right through an independent proxyappointed by the Company- the Interessenverband fürAnleger (IVA,Austrian ShareholderAssociation), Feldmühlgasse 22, 1130 Vienna, office@iva.or.at, tel. +43 1 87 63 343/30.Dr. Wilhelm Rasinger (wilhelm.rasinger@iva.or.at) from Interessenverband fürAnleger will represent such shareholders at theAnnual General Meeting. VERBUNDAGshall bear the costs for the proxy. The shareholder shall bear all other costs, specificallytheir own bank fees for the confirmation of holdings from the depositarybank or postage expenses.

Power of attorneycan be granted to IVAusing the form speciallyprovided on the Company's website at www.verbund.com/hv. The power of attorneymust be submitted to the Companyin a timelymanner, exclusivelyat one of the following addresses:

Bymail or courier:Dr. Wilhelm Rasinger c/o, Interessenverband fürAnleger (IVA), Feldmühlgasse 22, 1130 Vienna,Austria

Byfax: +43 (0)1 8900500-70

Or byemail: anmeldung.verbund@hauptversammlung.at

In case proxyis granted to the IVA,Dr. Wilhelm Rasinger will exercise the right to vote exclusivelyon the basis of the instructions given by the shareholder which can be indicated on a special power of attorneyform. In case no instructions are given, the proxywill vote for the proposals submitted bythe Executive Board and the SupervisoryBoard. Please note that the proxyexercising a voting rightwill accept no instructions on requests to speak, objecting to resolutions proposed bytheAnnual General Meeting or on asking questions or submitting proposals.

The proposals to be voted on are published bythe Companyon the website atwww.verbund.com/hv.

Total number of shares andvotingrights as of the date of the conveningof the AnnualGeneral Meeting(Section106(9) AktG)

As of the date of the convening of theGeneral Meeting, the Company's share capital amounts to EUR347,415,686.00 and is divided into

170,233,686 ordinarybearer shares and 177,182,000 registered ordinaryshares.

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

Pursuant to Section 19(3) of theArticles ofAssociation,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 theAnnual General Meeting are restricted to 5%of the share capital, thus to 17,370,784 votes.

Admissionandregistration

Admission to theAnnual General Meeting begins on 23April 2018 at 9:30. Valid official photo identification must be provided at registration.

Please consider the usual securitymeasures when planning the timing of your arrival.

Vienna, March 2018 Executive Board

22.03.2018 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

Language: Company:	English VERBUNDAG
	Am Hof 6A
	1010 Wien
	Austria
Phone:	0043-1-53113-52604
Fax:	0043-1-53113-52694
E-mail:	investor-relations@verbund.com
Internet:	www.verbund.com
ISIN:	AT0000746409
WKN:	877738
Listed:	Foreign Exchange(s) Wien (Amtlicher Handel /Official Market)

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