EVN AG / Announcement of the Convening of the General Meeting
16.12.2014 08:00

Announcement of the Convening of the General Meeting, transmitted by DGAP - 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
ISIN: AT0000741053


Convening


of the 86th Annual General Meeting

scheduled to take place on Thursday, 15 January 2015, at 10:00am (doors open at 09:00am), in the EVN FORUM, EVN Platz, 2344 Maria Enzersdorf.
Agenda:

1. Presentation of the approved annual financial statements, of the management report submitted by the Executive Board and of the Corporate governance report, including the report of the Supervisory Board on the 2013/14 financial year, as well as presentation of the consolidated financial statements, the Group management report for the 2013/14 financial year, and the proposal for the distribution of the net profits.
2. Adoption of a resolution on the distribution of the net profits for the year as shown in the annual financial statements as of 30 September 2014.
3. Adoption of a resolution concerning the approval of the actions of the Executive Board and of the Supervisory Board for the 2013/14 financial year.

4. Appointment of the auditor for the 2014/15 financial year.

Opportunity for shareholders to inspect records pursuant to sec. 108 paragraphs 3 and 4 of the Austrian Stock Corporation Act (AktG) (Article 106 (4) of the Stock Corporation Act)

The records pursuant to Article 108 (3) of the Stock Corporation Act will be displayed for inspection by the shareholders as from the 21st day before the Annual General Meeting, i.e., from 25 December 2014, at the seat of the Company, as well as, according to Article 108 (4) of the Stock Corporation Act, at the company's website under www.evn.at/agm.aspx.. The Company's website also provides access to the model forms for granting and revoking a power of attorney pursuant to Article 114 of the Stock Corporation Act as well as to the letter of convening.

Reminder to the shareholders of their rights pursuant to Articles 109, 110 and 118 of the Stock Corporation Act (Article 106 (5) of the Stock Corporation Act)

Pursuant to Article 109 of the Stock Corporation Act, shareholders the total of whose shares add up to 5% of the Company's share capital are entitled to demand, in writing, that certain items determined by them be included in the agenda of the subsequent Annual General Meeting and publicized accordingly. Each item requested to be included in the agenda must be accompanied by a draft resolution including a statement of reasons. The applicants must have held their shares for at least three months before the filing of the respective request. The shareholders' request must have been received by the Company not later than on the 21st day before the Annual General Meeting, i.e., on or before 25 December 2014.
Pursuant to Article 110 of the Stock Corporation Act, shareholders the total of whose shares add up to 1% of the Company's share capital are entitled to submit to the Company, in text form (Article 13 (2) of the Stock Corporation Act), written proposals for resolution with regard to each individual item on the agenda and to demand that such proposals be made accessible on the Company's Internet page, together with the names of the shareholders in question, the required statement of reasons and a statement (optional) by the Executive Board or the Supervisory Board. Such a request must be taken into account if it is received by the Company on or before the seventh working day before the Annual General Meeting, i.e., on or before 5 January 2015. In case of a proposal concerning the election of a member of the Supervisory Board, the statement of reasons will be replaced by the declaration made by the nominated person pursuant to Article 87 (2) of the Stock Corporation Act.

Pursuant to Article 118 of the Stock Corporation Act, each shareholder is entitled, during the Annual General Meeting, to request and receive information concerning the Company' business, to the extent that such information is necessary for a proper understanding of any item on the agenda. The obligation of providing information also extends to the Company's legal and business relationship with any of its affiliated companies, to the situation of the Group and of the enterprises included in the consolidated financial statements.

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 affiliated companies or that disclosure would lead to prosecution. A request for information may also be refused in cases where the information in question was accessible via the "Questions and Answers" section of the Company's Internet page for a minimum period of seven days before the start of the Annual General Meeting. If you have questions the answering of which requires some preparation time, please address them to the Company in writing and in good time before the Annual General Meeting.

Those shareholder rights that depend on the shares having been held by the shareholder in question over a determined period may only be exercised subject to the provision of proof of share ownership throughout the relevant period in each case; such proof must be provided by means of a certificate of deposit pursuant to Article 10a of the Stock Corporation Act or, in the case of shares that are not deposited in a custody account, by means of a confirmation signed by notary. Further information concerning the shareholder rights, particularly those pursuant to Articles 109, 110 and 118 of the Stock Corporation Act, may also be found on the Company's Internet page, www.evn.at/agm.aspx.

Proposals for additions or amendments to the agenda, proposals for resolution and questions should be addressed to the Company by letter (EVN AG, attn.: Ute Teufelberger, EVN Platz, 2344 Maria Enzersdorf), by fax (+43 (0) 1 8900 500 74) or by e-mail (anmeldung.evn@hauptversammlung.at). Certificates of deposit can also be submitted via SWIFT (GIBAATWGGMS - Message Type MT598; necessary to state the ISIN code: AT0000741053 in the text).

Record Date and conditions for attending the Annual General Meeting pursuant to Article 111 of the Stock Corporation Act (Article 106 (6 and 7) of the Stock Corporation Act)

Pursuant to Article 111 (1) of the Stock Corporation Act, as well as of Article 14 of the Articles of Incorporation, the right to attend the Annual General Meeting and to exercise the shareholder rights is determined by the shares held by the end of the tenth day before the date of the Annual General Meeting (record date), i.e., by the shares held by the respective shareholder at 24:00 on 5 January 2015 (CET). Shareholders wishing to attend the Annual General Meeting and to exercise shareholder rights are obligated to supply proof of ownership of their shares to the Company as of the record date.

In the case of bearer shares deposited in a custody account, a certificate of deposit pursuant to Article 10a of the Stock Corporation Act, which must be submitted to the Company not later than by the third working day before the Annual General Meeting, i.e., on 12 January 2015, will be deemed sufficient proof of ownership of the shares in question as of the record date. The certificate of deposit must have been 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 shall contain the data required pursuant to Article 10a (2) of the Stock Corporation Act. In cases where the certificate of deposit is intended to be used as proof of current shareholder status, it must have been issued no earlier than within the last seven days before submission to the Company. Certificates of deposit will be accepted in German and in English.
Certificates of deposit must be transferred to the Company exclusively by postal letter (EVN AG, attn.: Ute Teufelberger, EVN Platz, 2344 Maria Enzersdorf), by fax (+43 (0) 1 8900 500 74), by e-mail (anmeldung.evn@hauptversammlung.at) or by SWIFT (GIBAATWGGMS - Message Type MT598; necessary to state the ISIN code: AT0000741053 in the text).

Possibility of appointing a representative pursuant to Article 113 et seq. of the Stock Corporation Act (Article 106 sub-para. 8 of the Stock Corporation Act)

All shareholders entitled to attend the Annual General Meeting have the right to appoint an individual or a legal person as representative, namely by means of a power of attorney issued in writing or in text form. The Company itself, or any member of the Executive Board or of the Supervisory Board, shall be entitled to act as a representative exercising voting rights only in cases where the relevant shareholder has issued explicit instructions as to how the voting rights are to be exercised with regard to each individual item of the agenda. The power of attorney must be issued to a specific individual or legal person. In cases where the shareholder has issued a power of attorney to the credit institution maintaining the custody account (Article 10a of the Stock Corporation Act), a declaration on the part of the latter added to the certificate of deposit, to the effect that it has been granted a power of attorney, will be sufficient.
Powers of attorney may be issued by means of the form provided on the Company's Internet page, www.evn.at/agm.aspx, which also permits the granting of a limited power of attorney. The power of attorney must be sent to, and kept on file by, the Company.

Powers of attorney are to be sent to the Company exclusively in written form by letter (EVN AG, attn.: Ute Teufelberger, EVN Platz, 2344 Maria Enzersdorf),by fax (+43 (0) 1 8900 500 74) or by e-mail (anmeldung.evn@hauptversammlung.at). Declarations according to § 114 para 1 sentence 4 may also be submitted via SWIFT (GIBAATWGGMS - Message Type MT598; necessary to state the ISIN code: AT0000741053 in the text). On the day of the General Assembly, the delivery of the power of attorney is only possible by hand upon the registration to the General Assembly at the place of that assembly.
The above provisions regarding the granting of the power of attorney shall also apply, mutatis mutandis, to its revocation.

Total number of shares and voting rights as of the date of the Notice of the Meeting (Article 106 sub-para. 9 of the Stock Corporation Act)
As of the date of the convening of the Annual General Meeting, the Company's share capital is divided into in 179,878,402 no-par-value bearer shares. Each share confers one vote. The Company holds 1,965,992 own shares. The total number of voting rights minus those shares which do not confer voting rights amounts to 177,912,410. There is only one class of shares.

Doors to the Annual General Meeting will be opened at 9:00am.
You may find further information concerning the conduct of the Annual General Meeting, etc. on the Company's Internet page, www.evn.at/agm.aspx.
Maria Enzersdorf, December 2014 
The Executive Board


16.12.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:     English
Company:      EVN AG
              EVN Platz
              2344 Maria Enzersdorf
              Austria
Phone:        +43-2236-200-12294
Fax:          +43-2236-200-82294
E-mail:       info@evn.at
Internet:     www.evn.at
ISIN:         AT0000741053
WKN:          074105
Listed: Wien (Amtlicher Handel / Official Market)  
End of Announcement DGAP News-Service  

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