EQS-News: EVN AG / Announcement of the Convening of the General Meeting
EVN AG: Convocation of the 94th Annual General Meeting

03.01.2023 / 08:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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EVN AG

Headquartered in Maria Enzersdorf

FN 72000h

ISIN: AT0000741053

 

Convocation

 

to the 94^thAnnual General Meeting

of EVN AG

 

to be held on Thursday, 2 February 2023, at 10:00 am (CET) in the EVN
Forum, EVN Platz, AT-2344 Maria Enzersdorf

 

Agenda:

 

 1. Presentation of the approved annual financial statements, the
management report and the consolidated corporate governance report,
including the report by the Supervisory Board, each on the 2021/22
financial year, as well as the presentation of the consolidated
financial statements, the Group management report and the consolidated
non-financial report for the 2021/22 financial year, and the proposal
for the distribution of net profit.
 2. Adoption of a resolution on the distribution of net profit for the
year as reported in the annual financial statements as of 30 September
2022.
 3. Adoption of a resolution concerning the release of the members of the
Executive Board for the 2021/22 financial year.
 4. Adoption of a resolution concerning the release of the members of the
Supervisory Board for the 2021/22 financial year.
 5. Appointment of the auditor for the annual financial statements of EVN
AG and the
consolidated financial statements of the EVN Group for the 2022/23
financial year.
 6. Adoption of a resolution on the remuneration report on the
compensation of the members of the Executive Board and Supervisory
Board of EVN AG for the 2021/22 financial year.

 

After careful consideration and evaluation of the current general health
situation, the Executive Board has concluded that the situation allows for
this year’s Annual General Meeting to be conducted in person.

Note that attendance will be possible exclusively in compliance with
any legislative Covid measures – such as mask or test requirements – in
effect on the day of the Annual General Meeting.

 

Opportunity for shareholders to examine records pursuant to Article 108
paras. 3 and 4 of the Austrian Stock Corporation Act
(Article 106 line 4 of the Austrian Stock Corporation Act)

In accordance with Article 108 paras. (3) and (4) of the Austrian Stock
Corporation Act, the following records will be available for review by
shareholders beginning on the 21^st day before the Annual General Meeting,
i.e., from 12 January 2023, on the company’s website under
[1] www.evn.at/AGM:

• the documents listed under point 1 of the agenda,
• the recommendations for resolutions on points 2 to 6 of the agenda,
and
• the remuneration report for the members of the Executive Board and
Supervisory Board of EVN AG for the 2021/22 financial year.

In addition to the above documents, the complete text of this convocation
together with the forms for the granting and cancellation of a power of
attorney as well as all other publications by the Company in connection
with this Annual General Meeting will be available for review on the
Company’s website.

 

Record date and conditions for participating in the Annual General Meeting
pursuant to Article 111 of the Austrian Stock Corporation Act (Article 106
nos. 6 and 7 of the Austrian Stock Corporation Act)

In accordance with Article 111 para. 1 of the Austrian Stock Corporation
Act, the right to attend the Annual General Meeting and to exercise the
remaining shareholders’ rights at the Annual General Meeting is determined
by the shareholding at the end of the tenth day before the date of the
Annual General Meeting (record date), i.e. by the respective shareholding
at midnight on 23 January 2023 (CET). Shareholders who wish to participate
in the Annual General Meeting and exercise their shareholder rights are
required to supply proof of ownership of their shares to the Company as of
the record date.

For bearer shares deposited in a custody account, a certificate of deposit
pursuant to Article 10a of the Austrian Stock Corporation Act, which must
be submitted to the Company no later than the third working day before the
Annual General Meeting, i.e. on 30 January 2023, will be deemed sufficient
proof of ownership of the shares in question as of the record date. The
certificate of deposit must be issued by the credit institution
maintaining the custody account, which must have its seat in a member
state of the European Economic Area or in a full member state of the OECD.
As a minimum requirement, the certificate of deposit must contain the data
required by Article 10a para. 2 of the Austrian Stock Corporation Act. In
cases where the certificate of deposit is intended to be used as proof of
current shareholder status, it must be issued no earlier than seven days
before submission to the Company. Certificates of deposit will be accepted
in German and in English.

The record date has no effect on the saleability of the shares or on the
entitlement to dividends.

Subject to the conditions set out in Article 13 para. 2 of the Austrian
Stock Corporation Act, certificates of deposit can be sent to the Company
in text form, exclusively in one of the following manners:

by mail or HV-Veranstaltungsservice GmbH
messenger: Köppel 60, AT-8242 St. Lorenzen am Wechsel
by fax: +43 (0) 1 8900 500 50
by e-mail: [2]anmeldung.evn@hauptversammlung.at
with the request attached to the e-mail in text form, e. g.
in PDF format
or via SWIFT: GIBAATWGGMS – Message Type MT598 or MT599
with ISIN: AT0000741053 having to be included in the text

 

Option to appoint a representative pursuant to Articles 113 and 114
Austrian Stock Corporation Act (Article 106 no. 8 Austrian Stock
Corporation Act).

Every shareholder entitled to participate in the Annual General Meeting
has the right to appoint a person or a legal entity as their
representative based on a power of attorney to be issued in writing. The
Company itself or a member of the Executive or the Supervisory Board may
exercise a voting right as a representative only to the extent the
shareholder has provide express instructions on exercising such voting
right with regard to the individual items on the agenda. The power of
attorney must be issued to a specified person. If the shareholder has
authorised their depository financial institution (Art. 10a Austrian Stock
Corporation Act), it is sufficient for this institution to submit a
declaration that it has been granted such authorization in addition to
providing the certificate of deposit (Art. 114 para. 1 sentence 4 Austrian
Stock Corporation Act).

The form provided on the Company’s website under [3] www.evn.at/AGM can be
used to issue a power of attorney and instructions to one of the specially
designated voting representatives. The power of attorney must be sent to
and kept on file by the Company.

Powers of attorney can be sent to the Company in text form, exclusively in
one of the following manners:

by mail or messenger: HV-Veranstaltungsservice GmbH
Köppel 60, AT-8242 St. Lorenzen am Wechsel
by fax: +43 (0) 1 8900 500 50
by e-mail: [4]anmeldung.evn@hauptversammlung.at
with the request attached to the e-mail in text
form, e. g. in PDF format
 
Declarations pursuant to Art. 114 para. 1 sentence 4 Austrian Stock
Corporation Act may also be submitted via SWIFT (GIBAATWGGMS – Message
Type MT598 or MT599; ISIN: AT0000741053 must be included in the text). 
On the day of the Annual General Meeting itself, submission of a power of
attorney is possible only in person upon registration for the AGM at the
meeting venue. 
The above provisions regarding the granting of a power of attorney also
apply accordingly to its cancellation. 
Shareholders are hereby notified that even when issuing a power of
attorney, they will have to comply with the relevant participation
requirements (see “Record date and conditions for participating in the
Annual General Meeting pursuant to Article 111 of the Austrian Stock
Corporation Act (Article 106 nos. 6 and 7 of the Austrian Stock
Corporation Act)”).
 
 
Independent proxy
As a service provided by the Company, shareholders can request to avail
themselves of Mr. Michael Knap, Honorary President of the
Interessenverband für Anleger (IVA; Austrian Shareholder Association),
AT-1130 Vienna, Feldmühlgasse 22, to act as their independent proxy in
exercising their voting right at the Annual General Meeting. Specific
forms for the granting and cancellation of the power of attorney can be
found at [5] www.evn.at/AGM. The cost of proxy voting will be borne by the
Company. If applicable, Mr. Michael Knap can be contacted directly either
by phone (+43 664 2138740) or by e-mail ([6]michael.knap@iva.or.at). 
The power of attorney must be sent and received in time exclusively in one
of the following manners: 
by mail or messenger:
Mr. Michael Knap
c/o Interessenverband für Anleger (IVA)
Feldmühlgasse 22, AT-1130 Vienna

by fax:
+43 (0) 1 8900 500 50

by e-mail:
[7]knap.evn@hauptversammlung.at,
with the power of attorney attached to the e-mail in text form, e. g. in
PDF format

 
Any instructions regarding exercising the right to vote are to be issued
to Mr. Michael Knap directly. Please note that Mr. Michael Knap will not
accept any instructions to make statements, ask questions, submit motions,
or object to AGM resolutions. 
 

Reminder to shareholders of their rights pursuant to Articles 109, 110,
118 and 119 of the Austrian Stock Corporation Act (Article 106 no. 5 of
the Austrian Stock Corporation Act)

Supplement to the agenda pursuant to Article 109 of the Austrian Stock
Corporation Act

Pursuant to Article 109 of the Austrian Stock Corporation Act,
shareholders whose shares in total add up to 5% of the Company's share
capital are entitled to require in writing that certain items be included
on the agenda of the next Annual General Meeting and published
accordingly. Each item requested for inclusion on the agenda must be
accompanied by a draft resolution together with a statement of reasons.
The applicants must have held their shares for at least three months prior
to the submission of their request(s). For bearer shares, the proof of
shareholding must be verified by a depository certificate as defined in
Article 10a of the Austrian Stock Corporation Act, which confirms that the
respective shareholders have held their shares for at least three months
prior to the request; this certificate may not be older than seven days
when it is submitted to the company. If the required 5% threshold is only
reached by the combined holdings of several shareholders, the depository
certificates for these shareholders must refer to the same date and the
same time. The other requirements for depository confirmation are
explained under the above section on attendance. All requests by
shareholders must be received by the Company no later than the 21^st day
before the Annual General Meeting, i.e., on or before 12 January 2023.

Requests pursuant to Art. 109 Austrian Stock Corporation Act may be sent
to the Company in writing exclusively in one of the following manners:

by mail or EVN AG
messenger: Attn: Christoph Lavicka
EVN Platz, AT-2344 Maria Enzersdorf
or via e-mail [8]anmeldung.evn@hauptversammlung.at
with the request to be attached to the e-mail in writing
(qualified electronic signature), e.g. in PDF format
or via SWIFT: GIBAATWGGMS – Message Type MT598 or MT599
with ISIN: AT0000741053 having to be included in the text

 

Draft resolutions for the agenda pursuant to Article 110 of the Austrian
Stock Corporation Act

Pursuant to Article 110 of the Austrian Stock Corporation Act,
shareholders whose shares which individually or in total add up to 1% of
the Company's share capital are entitled to submit to the Company, in text
form, written proposals for resolutions to any item on the agenda and to
require the publication of these proposals on the Company's website,
together with the names of the involved shareholders, the required
statement of reasons and a statement (optional) by the Executive Board or
Supervisory Board. These requests must be taken into account if they are
received by the Company on or before the seventh working day prior to the
Annual General Meeting, i.e. on or before 24 January 2023. For proposals
related to the election of a member to the Supervisory Board, the
statement of reasons is to be replaced by a declaration from the nominee
pursuant to Article 87 para. 2 of the Austrian Stock Corporation Act.

These requests must be sent to the Company in writing exclusively in one
of the following manners:

by mail or EVN AG
messenger: Attn: Christoph Lavicka
EVN Platz, AT-2344 Maria Enzersdorf
by fax: +43 (0) 1 8900 500 50
or by email [9]anmeldung.evn@hauptversammlung.at
with the request attached to the e-mail in writing, e.g., in
PDF format
 

For bearer shares, the proof of shareholding must be verified by a
depository certificate as defined in Article 10a of the Austrian Stock
Corporation Act, which may not be older than seven days when it is
submitted to the company. If this 1% threshold is only met by combining
the holdings of several shareholders, the depository certificates must
refer to the same date and the same time. The other requirements for
depository confirmation are explained under the section on attendance.

 

Information pursuant to Article 110 para. 2 sentence 2 in connection with
Article 86 paras. 7 and 9 of the Austrian Stock Corporation Act

With regard to nominations for the election of Supervisory Board members,
it should be noted that Article 86 para. 7 of the Austrian Stock
Corporation Act is applicable to the Company. The Supervisory Board of EVN
AG currently consists of ten members elected by the Annual General Meeting
(shareholder representatives) and five members delegated by the Works
Council in accordance with Article 110 of the Austrian Labour Constitution
Act. As of the convocation date for this Annual General Meeting, three of
the ten shareholder representatives and two of the five employee
representatives were women. No objections have been raised pursuant to
Article 86 para. 9 of the Austrian Stock Corporation Act against the total
fulfilment of the quota by the shareholder representatives or employee
representatives.

Based on an unchanged number of Supervisory Board members, the fifteen
Supervisory Board members must therefore include at least five women and
five men each.

 

Shareholders’ right to receive information pursuant to Article 118 of the
Austrian Stock Corporation Act

Pursuant to Article 118 of the Austrian Stock Corporation Act, each
shareholder is entitled during the Annual General Meeting to request and
receive information concerning the Company's business to the extent this
information is necessary for proper understanding of an item on the
agenda. The obligation to provide information also covers the Company's
legal and business relationships with its affiliates, the position of the
Group and the entities included in the consolidated financial statements.
This information must reflect the principles of true and conscientious
accountability. The request for information may be refused in cases where
reasonable entrepreneurial evaluation of the subject in question indicates
that the disclosure of such information is likely to cause a considerable
disadvantage to the Company or to any of its affiliates or that disclosure
would lead to prosecution. A request for information may also be refused
in cases where the information was available under the "Questions and
Answers" section of the Company's website for a minimum of seven days
before the start of the Annual General Meeting.

We would ask you to submit in writing any questions that may require a
longer response time sufficiently ahead of the Annual General Meeting by
mail to anmeldung.evn@hauptversammlung.at.

Further information on shareholders’ rights, particularly the rights under
Articles 109, 110, 118 and 119 of the Austrian Stock Corporation Act, is
also provided on the Company's website under [10]www.evn.at/AGM.

 

Motions at the Annual General Meeting pursuant to Article 119 of the
Austrian Stock Corporation Act

Every shareholder – independent of their shareholding – is entitled to
propose motions for any point of the agenda at the Annual General Meeting,
provided that shareholder is eligible to attend. Voting on a proposed
motion which was published on the Company’s website in accordance with
Article 110 of the Austrian Stock Corporation Act will only take place
when it is repeated as a motion at the Annual General Meeting.

A shareholder’s proposal for the election of a Supervisory Board member
requires the timely submission of a proposed motion pursuant to Article
110 of the Austrian Stock Corporation Act (see above). Every such proposal
must be accompanied by a declaration according to Article 87 para. 2 of
the Austrian Stock Corporation Act by the recommended person concerning
their specialised qualifications, professional or comparable functions and
any other circumstances which could give rise to concerns over partiality.
Otherwise, the shareholder’s proposal for the election of a Supervisory
Board member must not be submitted to a vote.

 

Data protection statement for the shareholders of EVN AG

EVN AG, EVN Platz, 2344 Maria Enzersdorf, is responsible for the
processing of shareholders’ personal data. EVN AG processes shareholders‘
personal data, in particular the data defined by Article 10a para. 2 of
the Austrian Stock Corporation Act, i.e. name, address, date of birth,
bank data, securities depository number, number of shares held by the
shareholder, and, if applicable, the class of shares, number of the voting
card as well as, if applicable, the name and date of birth of the
representative, in accordance with applicable data protection regulations,
in particular the European Data Protection Regulation (EU-DPR) and the
Austrian Data Protection Act. This personal data is processed to enable
shareholders or their representatives to exercise their rights at the
Annual General Meeting. To the extent necessary, the above-mentioned
personal data will also be processed in connection within a Virtual Annual
General Meeting to enable shareholders to exercise their rights at this
Virtual Annual General Meeting. EVN AG obtains this personal data directly
from the shareholders or from the respective depository institution.

The Austrian Stock Corporation Act requires the processing of the personal
data of shareholders or their representatives for the participation of
shareholders and their representatives in the Annual General Meeting. The
conduct of a (Virtual) Annual General Meeting is not possible without the
processing of the above-mentioned personal data. The legal basis for this
processing is provided by Article 6 para. 1 letter c of the EU-DPR. EVN AG
uses service providers such as notaries, banks and IT firms to organise
the Annual General Meeting. These service providers only receive the
personal data required for their specific services and process the data
according to instructions issued by EVN AG. Where legally required, EVN AG
has concluded a data protection agreement with the service companies. When
a shareholder or his/her representative takes part in the Annual General
Meeting, all attending shareholders and their representatives, the members
of the Executive Board and Supervisory Board, the notary and all other
authorised persons can examine the legally required attendance list
(Article 117 of the Austrian Stock Corporation Act) and therefore also see
the included personal data (among others, name, place of residence,
participating interest). EVN AG is also legally required to file
shareholders‘ personal data (in particular, the attendance list) with the
Company Register as part of the notary’s minutes (Article 120 of the
Austrian Stock Corporation Act). Without this data processing EVN AG would
be unable to meet its legal obligations, in particular under Article 120
of the Austrian Stock Corporation Act. 

The personal data of shareholders and their representatives is deleted or
anonymised as soon as it is no longer required for the purpose for which
it was collected or processed and when further storage is not required to
meet other legal obligations. Record-keeping and storage obligations
arise, in particular, from commercial, stock corporation and takeover law,
from tax and levy laws and from money laundering regulations. The storage
of personal data enables the clarification and enforcement of claims in
individual cases when shareholders raise legal claims against EVN AG or,
conversely, when EVN AG raises legal claims against shareholders. In
connection with legal proceedings in civil courts, this can lead to the
storage of data for the length of the statutory limitation period and the
length of legal proceedings up to their final termination.

Shareholders and their representatives have the right, at all times, to
information, rectification, restriction, objection and erasure related to
the processing of personal data as well as the right to data portability
as defined in Article III of the EU-DPR. Shareholders and their
representatives can exercise this right towards EVN AG free of charge by
contacting the data protection officer under datenschutz@evn.at or as
follows:

EVN AG

Data Protection Officer

EVN Platz

AT-2344 Maria Enzersdorf

In accordance with Article 77 of the EU-DPR, shareholders also have the
right to file a complaint with the Austrian Data Protection Authority
([11]dsb@dsb.gv.at).

 

Total number of shares and voting rights as of the notice date for the
meeting

(Article 106 no. 9 of the Austrian Stock Corporation Act)

As of the convocation date for the Annual General Meeting, the Company's
share capital was divided into in 179,878,402 zero par value bearer
shares. Each share confers one vote. The Company holds 1,659,357 treasury
shares. The total number of voting rights, after the deduction of the
shares which do not confer voting rights, amounts to 178,219,045. There is
only one class of shares.

Admission to the Annual General Meeting starts at 9:00 am. A valid
government-issued photo ID must be presented for identification at
registration.

Further information on the procedure of the Annual General Meeting, etc.
is also provided on the Company's website under [12]www.evn.at/AGM.

 

Maria Enzersdorf, January 2023
The Executive Board

 

 

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03.01.2023 CET/CEST

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Language: English
Company: EVN AG
EVN Platz
2344 Maria Enzersdorf
Austria
Phone: +43-2236-200-12294
E-mail: info@evn.at
Internet: www.evn.at
ISIN: AT0000741053
WKN: 074105
Listed: Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

1519485  03.01.2023 CET/CEST

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