AGM Information • Mar 29, 2019
AGM Information
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DGAP-News: VERBUNDAG/Announcement of the Convening of theGeneral Meeting
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
We herebyinvite our shareholders to the
72 nd AnnualGeneral Meetingof
VERBUNDAG
2.Resolution on the appropriation of the net profit reported in the 2018 annual financial statements.
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 9April 2019:
each for financial year 2018
proposals of the Executive Board and SupervisoryBoard concerning agenda items
2 through 6,
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 9April 2019 (12:00 midnight,CEST, Vienna time). 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 custody receipt, please refer to the details provided belowconcerning the right to participation. Such requests must be submitted to the Company in writing at the following address:
Byemail: an electronic document in PDFformatwith a qualified electronic signature: [email protected]
Or bySWIFT:GIBAATWGGMS message type MT598 or MT599
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 18April 2019 (12:00 midnight,CEST, Vienna time). 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)50 313-154010
Or byemail: [email protected], 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 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.
In the event of a shareholder nomination submitted pursuant to Section 110AktGto the agenda item 6 "Candidate nomination for elections to the SupervisoryBoard", the Companydiscloses the following:
The SupervisoryBoard of VERBUNDAGcurrentlyhas ten members elected bytheGeneral Meeting (shareholder representatives) and five appointed bythe Works Council pursuant to Section 110 of theAustrian Labour ConstitutionAct (ArbVG).On the date of the convening of this Annual General Meeting, of the ten shareholder representatives, three are women and, of five employee representatives, two are women. There is no objection pursuant to Section 86(9)AktGagainst total fulfilment of the quota bythe shareholder representatives or the employee representatives.
In the event of a shareholder nomination submitted pursuant to Section 110AktGto the agenda item 6 "Candidate nomination for elections to the SupervisoryBoard", it should be taken into account that, in the event that the nomination is accepted, at least 5 of the 15 seats on the SupervisoryBoard are held bywomen.
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 - based on a reasonable economic assessment - such information could cause material damage to the Companyor one of its affiliated companies or if provision of such information would be a criminal offence.
At theAnnual General Meeting, requests for information shall generallybe made verballybut can also be made in writing.
To help expedite the progress of the meeting, questions requiring lengthier preparation maybe submitted to the Executive Board in writing in a timelymanner before theAnnual General Meeting.Questions can be submitted to the Companybyemail to [email protected].
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 tonominate 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 18April 2019 (12:00 midnight,CEST, Vienna time). 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. If these are not included with the nomination, the shareholder request to nominate a candidate for election to the SupervisoryBoard will 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.
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.
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 20April 2019, 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.
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 25April 2019, midnightCEST, exclusivelyat 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: [email protected]
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 email: [email protected] (Safe custodyreceipts must be in PDFformat.)
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.At a minimum, it shall include the disclosures set forth in Section 10a(2)AktG:
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
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 20April 2019, midnightCEST(Vienna time). Safe custodyreceipts issued bythe depositary bank maybe submitted inGerman or English.
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.
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.
Power of attorneycan be granted prior to or during theAnnual General Meeting.
The form provided on the Company's website atwww.verbund.com/hvcan be used for granting power of attorney. The form for granting power of attorneymust be submitted to the Companybyno later than 29April 2019, 4:00 p.m.CEST, exclusivelybyone of the following methods, if it is not submitted at the registration for theAnnual General Meeting on the dayof theAnnual General Meeting:
Bymail or courier: VERBUNDAG CorporateOffice, att.Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria
Byfax: +43 (0)1 8900500-70
Byemail: [email protected]
Or bySWIFT:GIBAATWGGMS message type MT598 or MT599
Even after power of attorneyhas been granted, shareholders can still exercise their rights in person at theAnnual General Meeting. Personal attendance is deemed to constitute revocation of a previouslygranted power of attorney.
The power of attorneyis also accepted on the date of theAnnual General Meeting at registration for theAnnual General Meeting at the meeting site.
The aforementioned regulations on granting the power of attorneyshall analogouslyapplyfor the revoking the power of attorney.
As a special service,we offer our shareholders the option of exercising their voting right through an independent proxyappointed bythe Company- the Interessenverband fürAnleger (IVA,Austrian ShareholderAssociation), Feldmühlgasse 22, 1130 Vienna, [email protected], tel. +43 1 87 63 343/30.Dr. Wilhelm Rasinger ([email protected]) from IVAwill 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 provided for this purpose on the Company's website at www.verbund.com/hv. The power of attorneymust be submitted to the Companyin a timelymanner and exclusivelyat one of the following addresses:
Bymail or courier:Dr. Wilhelm Rasinger c/o Interessenverband fürAnleger (IVA), Feldmühlgasse 22, 1130 Vienna,Austria
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 the power of attorneyform available for this purpose. 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.
VERBUNDAG,Am Hof 6a, 1010 Vienna is the controller for processing the shareholders' personal data. VERBUNDAGprocesses the personal data of the shareholders - in particular that information pursuant to Section 10a(2)AktG, i.e. name, address, date of birth, banking information, securities custodyaccount information, number of shares held bythe shareholder, share class, if applicable, voting card number as well as name and date of birth of the proxy, if applicable - on the basis of the applicable data protection regulations, especiallythe EUGeneralData ProtectionRegulation(GDPR) and theAustrian Data ProtectionAct.
The personal data of shareholders is processed in order to enable shareholders to exercise their rights at theAnnual General Meeting. VERBUNDAGreceives the personal data from the shareholders or from the respective depositarybank.
The processing of the personal data of shareholders is absolutelynecessaryfor the participation of shareholders and their representatives in theAnnual General Meeting pursuant to theAustrian StockCorporationAct.Accordingly, the legal basis for processing is Article 6(1) lit cGDPR.
VERBUNDAGuses service companies such as notaries, banks and ITservice providers for the purpose of holding theAnnual General Meeting. Theyonlyreceive the personal data from VERBUNDAGwhich is required to carryout the contracted service, and process the data solelyin accordance with the instructions provided byVERBUNDAG. If legallyrequired, VERBUNDAGhas entered into data protection agreements with these service companies.
If a shareholder takes part in theAnnual General Meeting, all shareholders and their representatives who are present, the members of the Executive Board and SupervisoryBoard, the notaryand all other persons authorised to participate are allowed to viewthe legallyrequired list of participants (Section 117AktG) and thus also see the personal data included in the list (e.g. name, place of residence, shareholding). VERBUNDAGis also legallyobliged to submit personal shareholder data (especiallythe list of participants) to the commercialregister as part of the notarial record (Section 120AktG).
The data of the shareholders and their representatives are erased and/or anonymised as soon as theyare no longer required for the purposes for which theywere collected and processed, and as long as no other legal obligations require their further storage. Documentationandretentionobligations arise in particular on the basis of corporate, stock and takeover law, from legislation on taxes and duties and from moneylaundering regulations. In the event that legal claims are asserted byshareholders against VERBUNDAGor byVERBUNDAGagainst shareholders, the storage of personal data serves the purpose of clarifyingandassertingsuchclaims in individual cases. In the context of legal proceedings involving civil lawsuits, this mayresult in the storage of data during the period of limitation plus the duration of the legal proceedings until the latter's legallyvalid conclusion.
Shareholders and representatives are at all times entitled to exercise anyof the rights of access,rectification,restriction, objectionand erasure with regard to the processing of their personal data as well as to exercise their right to data portabilityin accordance with chapter III of theGDPR. Shareholders mayassert these rights against VERBUNDAGfree of charge bysending an email to the data protection officer [email protected] or bywayof the following point of contact: VERBUNDAG Am Hof 6a, 1010 Vienna T: +43 (0)50 313-0
Furthermore, shareholders have the right to lodge a complaint with the supervisoryauthorities for data protectionaccording toArticle 77 GDPR.
As of the date of the convening of theGeneral Meeting, the Company's share capital amounts to EUR347,415,686 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.
Admission to theAnnual General Meeting begins on 30April 2019 at 9:30 a.m. Valid official photo identification must be provided at registration.Admission maybe refused if it is not possible to establish identity.
If you are attending theAnnual General Meeting as a proxy, please bring the power of attorneywith you in addition to your photo identification. If the original power of attorneyhas alreadybeen sent to the Company, having a copyof the power of attorneywith you will expedite the admission process.
Please consider the usual securitymeasures when planning the timing of your arrival.
Vienna, March 2019 Executive Board
29.03.2019 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | VERBUNDAG |
| Am Hof 6A | |
| 1010 Wien | |
| Austria |
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