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VERBUND AG

AGM Information May 15, 2020

765_rns_2020-05-15_a184243e-0a92-4ff6-8043-1ee37ac590fe.pdf

AGM Information

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DGAP-News: VERBUNDAG/Announcement of the Convening of theGeneral Meeting 15.05.2020 / 10:13 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 73rdAnnualGeneral Meeting VERBUNDAG ("Company") for Tuesday, 16 June 2020 at 10:30 a.m. at Europaplatz2, 1150 Vienna

I. VIRTUALFORMOFTHEANNUALGENERALMEETINGWITHOUTTHEPHYSICALPRESENCEOFSHAREHOLDERS

1.COVID-19 CompanyLaw Act (Gesellschaftsrechtliches COVID-19-Gesetz,COVID-19-GesG) andCOVID-19 CompanyLaw Regulation (Gesellschaftsrechtliche COVID-19-Verordnung,COVID-19-GesV)

In the interest of protecting shareholders and other participants, the Executive Board - after careful consideration - has decided to take advantage of the newstatutoryregulations governing virtual annual general meetings.

On the basis of Section 1(2) of the COVID-19 CompanyLawAct (COVID-19GesG), Federal LawGazette [BGBl.] I 16/2020 as amended in Federal LawGazette [BGBl.] I 24/2020 and the COVID-19 CompanyLawRegulation (COVID-19GesV) (Federal LawGazette [BGBl.] II 140/2020), theAnnual General Meeting of VERBUNDAGon 16 June 2020 will therefore be conducted as a "virtual annual general meeting"in the interest of both the Companyand the participants.

This Executive Board decision means that shareholders and their representatives (with the exception of the special proxies in accordance with Section 3(4) of the COVID-19 CompanyLawRegulation (COVID-19GesV)) can not physicallyattend theAnnual General Meeting on 16 June 2020 in the interests of health protection.

TheAnnual General Meeting will take place at Europaplatz2, 1150 Vienna,with physical attendance of the Chairman of the Supervisory Board, the Chairman of the Executive Board and other members of the Executive Board, the certifying notaryand the five special proxies chosen bythe Company.

Conducting the ordinaryAnnual General Meeting as a virtual annual general meeting according to the COVID-19 CompanyLawRegulation (COVID-19GesV) necessitates modifications to the otherwise normal course of theAnnual General Meeting as well as in exercising shareholder rights.

Exercising voting rights, the right to propose motions and the right to raise objections will occur in accordance with Section 3(4) of the COVID-19 CompanyLawRegulation (COVID-19GesV) exclusivelybyissuing a power of attorneyand instructions to one of the special proxies suggested bythe Company.

Even in a virtual annual general meeting, the shareholders themselves can exercise their right to information using electronic communication, specificallybytransmitting questions in text form via email directlyto the Executive Board.

2. Internet transmissionof the AnnualGeneral Meeting

In accordance with Section 3(4) of the COVID-19 CompanyLawRegulation (COVID-19GesV) in conjunction with Section 102(4) of the Austrian StockCorporationAct (Aktiengesetz,AktG), theAnnual General Meeting will be transmitted in its entirety, in real time image and sound on the Internet.

This is permitted under data protection laws on the legal basis of Section 3(4) of the COVID-19 CompanyLawRegulation (COVID-19 GesV) and Section 102(4) of theAustrian StockCorporationAct (AktG).

All shareholders of the Companycan followthe virtual version of theAnnual General Meeting on 16 June 2020 at approximately10:30 a.m. on the Internet atwww.verbund.comusing the appropriate technical aids.

Bytransmitting theAnnual General Meeting on the Internet, all shareholders interested in doing so will have the opportunityto followthe course of theAnnual General Meeting in real time through this acoustical and optical connection and to observe the presentation of the Executive Board and responses to the shareholders' questions.

Please note that this live transmission as a virtual annual general meeting does not allowfor remote participation (Section 102(3)(2) of theAustrian StockCorporationAct (AktG)) or remote voting (Section 102(3)(3) of theAustrian StockCorporationAct (AktG) and Section 126 of theAustrian StockCorporationAct (AktG)), and the Internet transmission is not a two-wayconnection.

Likewise, please note that the Companyis onlyresponsible for the use of technical means of communication insofar as these are attributable to its own sphere.

Furthermore, please also note the organisational and technical prerequisites for participating in the virtual annual general meeting included in this notice to convene in accordance with Section 2(4) of the COVID-19 CompanyLawRegulation (COVID-19GesV) and in the ADDITIONAL INFORMATIONONSHAREHOLDERRIGHTSINACCORDANCE WITHSECTIONS109, 110, 118AND119OFTHEAUSTRIAN STOCKCORPORATIONACT(AKTG), PARTICULARLYASDEFINEDINCOVID-19 COMPANYLAWREGULATION,ONTHECOURSEOF THEANNUALGENERAL MEETINGANDINFORMATIONONSHAREHOLDERDATAPROTECTION,which is accessible on the Company's website atwww.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2020.

We ask shareholders this year to payparticular attention to the following items of this notice to convene: item Von the appointment of a special proxy, item VI, sub-item 4, on exercising the shareholders' right to information and item VI, sub-item 5, on exercising the shareholders' right to propose a motion.

II.AGENDA

1. Presentation of the approved 2019 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 2019.

2.Resolution on the appropriation of the net profit reported in the 2019 annual financial statements

3.Resolution on the approval of the actions of the members of the Executive Board for financial year 2019

  • 4.Resolution on the approval of the actions of the members of the SupervisoryBoard for financial year 2019
  • 5.Appointment of the auditor and theGroup auditor for financial year 2020
  • 6.Resolution on remuneration policy
    1. Elections to the SupervisoryBoard

III. INFORMATIONONTHEANNUALGENERALMEETING;PROVISIONOFINFORMATIONONTHEWEBSITE

In particular, the following documents shall be accessible on the Company's website as entered in the commercial register at www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2020 byno later than 26 May2020:

  • integrated annual report;
  • annual financial statements and management report;
  • corporate governance report;
  • consolidated financial statements andGroup management report;
  • proposal for the distribution of profits; and
  • report of the SupervisoryBoard.

each for financial year 2019

  • proposals concerning agenda items 2 through 7;

  • Declarations for the elections to the SupervisoryBoard pursuant to Section 87(2) of theAustrian StockCorporationAct (AktG) including curriculum vitae (agenda item 7);

  • remuneration policy;

  • power of attorneyform for Dr. Wilhelm Rasinger, IVAInteressenverband fürAnleger;
  • power of attorneyform for attorneyDr.Dr.Christoph Nauer LL.M.;
  • power of attorneyform for attorneyDr. Sascha Schulz;
  • power of attorneyform for attorneyMag. Philipp Stossier;
  • power of attorneyform for attorneyMag.Gernot Wilfling;
  • question form;
  • form for revoking power of attorney; and
  • the complete text of this notice to convene.

IV.RECORDDATEANDREQUIREMENTSFORPARTICIPATINGINTHEANNUALGENERALMEETING

Participation in the virtualAnnual General Meeting and exercising voting rights and all other shareholder rights exercised in the course of this virtualAnnual General Meeting on the basis of the COVID-19 CompanyLawAct (COVID-19GesG) and COVID-19GesV depend on the ownership of shares at the end of the dayon 6 June 2020 (record date). Onlythose who are shareholders on this record date and who provide evidence of this fact to the Companyare entitled to participate in this virtualAnnual General Meeting based on the COVID-19 CompanyLawAct (COVID-19GesG) and the COVID-19 CompanyLaw Regulation (COVID-19GesV).

Bearer shares

As evidence of share ownership on the record date, a safe custodyreceipt pursuant to Section 10a of theAustrian StockCorporationAct (AktG) shall be submitted to the Companyno later than on 10 June 2020 (12:00 midnightCEST, Vienna time) exclusivelybyone of the following communication methods:

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

Byemail: an electronic document in PDFformatwith a qualified electronic signature: [email protected]

BySWIFT:COMRGB2L (Message Type MT598 or MT599, ISINAT0000746409 must be referenced in the bodyof the message)

Submissions are also welcome in advance in text format: byfax: +49 89 30903 74675 or byregular email: anmeldestelle@computershare.de (Safe custodyreceipts must be in PDFformat.)

Shareholders can not appoint a special proxyand exercise the right toinformationin an effective manner if a safe custodyreceipt is not submitted to the Companyin a timelymanner.

Shareholders are requested to contact the bank maintaining the deposit and to arrange for issuing and transmission of a safe custody receipt.

The record date has no effects on the saleabilityof the shares and is not significant for calculation of the dividend.

Safe custodyreceipt pursuant toSection10a of the AustrianStock CorporationAct (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 theOECDand must include the following information:

  • information on the issuer: name/companyand address or a common code used for transactions between banks (BIC);

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

  • information on shares: number of shares held bythe shareholder; ISINAT0000746409 (international securities identification number);

  • securities account number or other designation; and

  • date the safe custodyreceipt refers to.

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 6 June 2020 (12:00 midnightCEST, Vienna time). Safe custodyreceipts 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.

V.APPOINTMENTOFASPECIALPROXYANDPROCEDURETOBEFOLLOWED

Each shareholder entitled to participate in this virtualAnnual General Meeting based on the COVID-19 CompanyLawAct (COVID-19GesG) and the COVID-19 CompanyLawRegulation (COVID-19GesV), and who has provided evidence of this fact to the Companyin accordance with the provisions of item IVof this notice to convene, has the right to appoint a special proxy.

In accordance with Section 3(4) of the COVID-19 CompanyLawRegulation (COVID-19GesV), proposing a motion for resolution, casting a vote and raising an objection in this virtualAnnual General Meeting of VERBUNDAGon 16 June 2020 can onlybe done through a special proxy.

The following persons who are suitable and independent of the Companyare proposed as special proxies:

(i) Dr. Wilhelm Rasinger, IVAInteressenverband derAnleger Feldmühlgasse 22,A-1130 Vienna,Austria Phone: +43 1 8763343-30 Fax: +43 1 8763343-39 Email: [email protected]

(ii)AttorneyDr.Christoph Nauer LL.M. bpvHügel RechtsanwälteGmbH Enzersdorferstraße 4,A-2340 Mödling,Austria Phone: +43 2236-893377-0 Fax: +43 2236-893377-40 Email: [email protected]

(iii)AttorneyDr. Sascha Schulz Schönherr RechtsanwälteGmbH Schottenring 19,A-1010 Vienna,Austria Phone: +43 1 53437-50770 Fax: +43 1 53437-66100 Email: [email protected]

(iv)AttorneyMag. Philipp Stossier Stossier Heitzinger,Rechtsanwälte in Kooperation Dragonerstraße 54,A-4600 Wels,Austria Phone: +43 7242-42605 Fax: +43 7242-42605-20 Email: [email protected]

(iv)AttorneyMag.Gernot Wilfling MÜLLERPARTNERRECHTSANWÄLTEGMBH Rockhgasse 6,A-1010 Vienna,Austria Phone: +43 1 5358008 Fax: +43 1 5358008-50 Email: [email protected]

Each shareholder can select one of the five persons named above as his or her special proxyand grant that person a power of attorney.

Granting a power of attorneyto anyother person is not permitted under COVID-19 CompanyLawRegulation (COVID-19GesV) and is therefore invalid.

Express reference is made to the fact that the special proxygranted a power of attorney does not accept orders toask questions or to readout contributions.Rather the shareholders themselves can exercise their right to information bymeans of electronic communication, specificallybytransmitting questions in text form via email directlyto the Executive Board in accordance with item VI, subitem 4.

If orders are tobe issuedtoa special proxygranteda power of attorneytopropose motions for resolutionandtoraise objections in the virtualAnnualGeneral Meetingonone or several agenda item(s), timelycontactwiththe special proxygranteda power of attorneybythe shareholder is recommended.

It is expresslyrequested that the shareholder indicate an email address and a passwordwhen granting a power of attorneyso that the special proxyis able to verifyor more easilyverifythe identityof the affected shareholder in an appropriate wayin communications taking place at a later date, particularlyduring theAnnual General Meeting via email.

Aseparate power of attorneyform for granting power of attorneyis available for download on the Company's website at www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2020.

Please carefullyread through this power of attorneyform and also please note theADDITIONAL INFORMATIONONSHAREHOLDER RIGHTSINACCORDANCE WITHSECTIONS109, 110, 118AND119OFTHEAUSTRIANSTOCKCORPORATIONACT(AKTG), PARTICULARLYASDEFINEDINCOVID-19 COMPANYLAWREGULATION,ONTHECOURSEOFTHEANNUALGENERAL MEETINGAND INFORMATIONONSHAREHOLDERDATAPROTECTION,which is accessible on the Internet atwww.verbund.com/en-at/aboutverbund/investor-relations/general-meeting/2020.

In your interest, the powers of attorneyshould be received at one of the email addresses listed belowno later than by12 June 2020, 4:00 p.m.CEST, Vienna time:

(i) [email protected]

(ii) [email protected]

(iii) [email protected]

(iv) [email protected]

(v) [email protected]

Byusing this method of transmission, onlythe special proxyselected and granted a power of attorneybyyou has direct access to the power of attorney,whereas none of the other proxies has access.

Because of the need to uphold the special measures necessitated byCOVID-19, personallyhanding over the power of attorneyto the special proxyat the location where the meeting will be held is expresslyprohibited.

Furthermore, the following communication methods and addresses are also available for transmitting the powers of attorney:

Bymail or courier: VERBUNDAG CorporateOffice att.Dr.Andreas Bräuer Am Hof 6a, 1010 Vienna,Austria Byfax: +49 89 30903 74675 Byemail: [email protected] BySWIFT:COMRGB2L (Message Type MT598 or MT599, ISINAT0000746409 must be referenced in the bodyof the message)

To ensure smooth processing, please onlyuse the forms provided.

Details on granting a power of attorney, particularlyto the text form and content of the power of attorney, can be found on the power of attorneyforms provided for the shareholders.

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

VI. INFORMATIONONSHAREHOLDERRIGHTSPURSUANTTOSECTIONS109, 110, 118 AND119OFTHEAUSTRIANSTOCK CORPORATIONACT(AKTG)

1.Additiontothe agenda byshareholders pursuant toSection109 of the AustrianStock CorporationAct (AktG) Shareholders whose individual or aggregate shareholding equals at least 5%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 addedtothe agenda for this Annual General Meeting and be made public. These requests must be received bythe Companyin text form bymail or courier no later than 26 May2020 (12:00 midnightCEST, Vienna time) exclusivelyto the attention ofDr.Andreas Bräuer, VERBUNDAGCorporateOffice,Am Hof 6a, 1010 Vienna,Austria, or byemail: an electronic document in PDFformatwith a qualified electronic signature: [email protected], or bySWIFT:COMRGB2L, message type MT598 or MT599. Each agenda item requested in this way must be accompanied bya proposal for such resolution including a statement of reasons.AGerman version of the agenda item and the

proposal for resolution must also be provided, however this does not applyto the statement of reasons. Evidence of the shareholder status shall be provided bymeans of a safe custodyreceipt pursuant to Section 10a of theAustrian StockCorporationAct (AktG) confirming 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 more than seven days old on the date of its submission to the Company. Multiple safe custody receipts for shares comprising an aggregate shareholding of 5%must reference the same time (date, time of day).

With respect to the other requirements applicable to the safe custodyreceipt, please refer to the details concerning the right to participation (item IVof this notice to convene).

2. Shareholder proposals of motions for resolutiononthe agenda inaccordancewithSection110 of the AustrianStock Corporation Act (AktG)

Shareholders whose individual or aggregate shareholding equals at least 1%of the share capital can transmit in text form as defined in Section 13(2) of theAustrian StockCorporationAct (AktG) proposedmotions for resolutionincluding a statement of reasons on each agenda item and request that these, along with the name of the shareholder in question, the statements of reasons to be attached and anycomments bythe Executive Board or the SupervisoryBoard, be made available on the Company's website listed in the commercial register, provided that this request is received bythe Companyby4 June 2020 (12:00 midnightCEST, Vienna time) in text form as defined in Section 13(2) of theAustrian StockCorporationAct (AktG) either byfaxto +43 (0) 50313-154010 or mail to the attention ofDr.Andreas Bräuer, VERBUNDAGCorporateOffice,Am Hof 6a, 1010 Vienna,Austria, or byemail [email protected]byattaching the request in text form, such as in PDFformat. If the text form is required bylawpursuant to Section 13(2) of theAustrian StockCorporationAct (AktG), the declaration must bymade in a document or in another manner suitable for its permanent reproduction in writing, the person making the declaration must be named and the completion of the declaration must be shown through reproduction of a signature of the name or otherwise.AGerman version of the proposal for resolution must also be provided, however this does not applyto the statement of reasons.

For nominations tothe electionof SupervisoryBoardmembers, the declaration of the candidate pursuant to Section 87(2) of the Austrian StockCorporationAct (AktG) replaces the statement of reasons.

Evidence of the shareholder status shall be provided bymeans of a safe custodyreceipt pursuant to Section 10a of theAustrian Stock CorporationAct (AktG). This safe custodyreceipt can be no more than seven days old on the date of its submission to the Company.

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

With respect to the other requirements applicable to the safe custodyreceipt, please refer to the details concerning the right to participation (item IVof this notice to convene).

3. InformationinaccordancewithSection110(2)(2) inconjunctionwithSection86(7)(9) of the AustrianStock CorporationAct (AktG)

In the event of a shareholder nomination submitted pursuant to Section 110 of theAustrian StockCorporationAct (AktG) to the agenda item 7 "Candidate nomination for election 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 (Arbeitsverfassungs-gesetz,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, three are women. There is no objection pursuant to Section 86(9) of theAustrian StockCorporationAct (AktG) against total fulfilment of the quota bythe shareholder representatives or the employee representatives.

In the event of a shareholder nomination submitted pursuant to Section 110 of theAustrian StockCorporationAct (AktG) to the agenda item 7 "Candidate nomination for election 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.

4. Shareholders' right toinformationpursuant toSection118 of the AustrianStock CorporationAct (AktG)

Each shareholder shall be provided with information on matters of the Companyupon request during theAnnual General Meeting to the extent that the information is necessaryto allowproper assessment of an agenda item. The right to information also extends to the legal relationships between the Companyand an affiliated companyand that of the position of theGroup to the companies included in the consolidated financial statements.

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.

Express reference is made to the fact that, even in virtual annual general meetings, the right toinformationpursuant to Section 118 of the Austrian StockCorporationAct (AktG) can also be exercised bythe shareholders themselves duringthe AnnualGeneral Meeting. Please note that the Chairmancan define appropriate time limits during theAnnual General Meeting.

Regardless of this, the shareholders are requested to transmit all questions intext formbyemail to the address [email protected]and to do so in such a waythat theyare receivedbythe Companyno later than bythe second business daybefore theAnnual General Meeting,which is Friday, 12 June 2020.

This provides the Executive Board with the opportunityto prepare as preciselyas possible and to answer the questions you have asked as quicklyas possible in theAnnual General Meeting. Please use the questionformaccessible on the Company's website atwww.verbund.com/en-at/about-verbund/investorrelations/general-meeting/2020.

It is expresslyrequested that the shareholder indicate an email address and a passwordon the question form so that the Executive Board is able to verifyor more easilyverifythe identityof the affected shareholder in an appropriate wayin communications taking place at a later date, particularlyduring theAnnual General Meeting via email.

To exercise the shareholder's right toinformationrequires evidence of the right toparticipationin accordance with item IVof this notice to convene andgranting a corresponding power of attorneytothe special proxyin accordance with item Vof this notice to convene.

Please note theADDITIONAL INFORMATIONONSHAREHOLDERRIGHTSINACCORDANCE WITHSECTIONS109, 110, 118AND119OF THEAUSTRIANSTOCKCORPORATIONACT(AKTG), PARTICULARLYASDEFINEDINTHECOVID-19 COMPANYLAWREGULATION,ON THECOURSEOFTHEANNUALGENERAL MEETINGANDINFORMATIONONSHAREHOLDERDATAPROTECTION,which is accessible on the Company's website atwww.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2020.

5. Shareholder motions inthe AnnualGeneral MeetinginaccordancewithSection119 of the AustrianStock CorporationAct (AktG) Each shareholder has the right - regardless of a certain shareholding - to propose motions on each agenda item in the virtualAnnual General Meeting pursuant to the COVID-19 CompanyLawAct (COVID-19GesG) and the COVID-19 CompanyLawRegulation (COVID-19 GesV).

This requires evidence of the right toparticipationin accordance with item IVof this notice to convene andgranting a corresponding power of attorneytothe special proxyin accordance with item Vof this notice to convene.

Pursuant to Section 110 of theAustrian StockCorporationAct (AktG), 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 (agenda item 7) byshareholders whose aggregate shareholding equals 1%of the share capital. Such nominations must be received bythe Companyin the manner described above no later than 4 June 2020 (item VI, sub-item 2). Pursuant to Section 87(2) of theAustrian StockCorporationAct (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.

Please refer to the explanation of item VI, sub-item 3, in regard to the information in accordance with Section 110(2)(2) in conjunction with Section 86(7) and (9) of theAustrian StockCorporationAct (AktG).

Please note theADDITIONAL INFORMATIONONSHAREHOLDERRIGHTSINACCORDANCE WITHSECTIONS109, 110, 118AND119OF THEAUSTRIANSTOCKCORPORATIONACT(AKTG), PARTICULARLYASDEFINEDINTHECOVID-19 COMPANYLAWREGULATION,ON THECOURSEOFTHEANNUALGENERAL MEETINGANDINFORMATIONONSHAREHOLDERDATAPROTECTION,which is accessible on the Company's website atwww.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2020.

6. Informationonthewebsite

Further information regarding these rights of shareholders pursuant to Sections 109, 110, 118 and 119 of theAustrian StockCorporation Act (AktG) as defined byCOVID-19 CompanyLawAct (COVID-19GesG) and COVID-19 CompanyLawRegulation (COVID-19GesV) and on the course of theAnnual General Meeting are available

on the Company's website atwww.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2020.

7. Informationfor shareholders ondata processing

VERBUNDAG,Am Hof 6a, 1010 Vienna is the partyresponsible (controller) for processing the shareholders' personal data. VERBUNDAGprocesses the personal data of the shareholders - in particular that information pursuant to Section 10a(2) of theAustrian StockCorporationAct (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, and, if applicable, name, address and date of birth of the proxy(authorised representative) as well as the voting behaviour and other actions of the shareholder during theAnnual General Meeting as recorded in the minutes - on the basis of the applicable data protection regulations, especiallythe EUGeneralData Protection Regulation(GDPR) and theAustrian Data ProtectionAct and theAustrian StockCorporationAct.

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 (data in accordance with Section 10a(2) of theAustrian StockCorporationAct (AktG)).

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 c of theGDPR.

VERBUNDAGuses service companies and processors such as ITand back office service 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 solelyon the basis of an agreement under data protection laws.

If a shareholder takes part in theAnnual General Meeting, all shareholders and their proxies 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 117 of theAustrian StockCorporationAct (AktG)) 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 120 of theAustrian StockCorporationAct (AktG)).Notaries receive the personal data necessaryto meet these statutoryobligations.

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 proxies are at all times entitled to exercise anyof the rights of access,rectification,restriction, objectionanderasure with regard to the processing of their personal data as well as to exercise theirright todata portabilityin accordance with chapter III of the GDPR. Shareholders mayassert these rights against VERBUNDAGfree of charge bysending an email to the data protection officer at

[email protected] or bywayof the following point of contact: VERBUNDAG Am Hof 6a 1010 Vienna Furthermore, shareholders have the right to lodge a complaintwith the supervisoryauthorities for data protection according toArticle 77 of theGDPR.

VII.ADDITIONALINFORMATIONANDINSTRUCTIONS

Total number of shares andvotingrights

As of the date of the convening of theAnnual General 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.

Nophysical attendance

For the upcomingAnnual General Meeting,we once again expresslypoint out that neither shareholders nor guests can come to the site where theAnnual General Meeting is being held.

Vienna, in May2020 The Executive Board

15.05.2020 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: [email protected]
Internet: www.verbund.com
ISIN: AT0000746409
WKN: 877738
Listed: Foreign Exchange(s) Vienna Stock Exchange (Official Market)

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