Publication of the planned disposal of own shares and the corresponding resolution of the Management Board
The Management Board of EVN AG ('Company') has been repeatedly authorised by the Annual General Meeting to acquire own shares, most recently by a resolution of the Annual General Meeting dated 21/01/2016. Based on these authorisations, the Company has acquired own shares on several occasions. Most recently, on 21/01/2016 the Management Board of the Company passed a resolution based upon the authorisation granted by the Annual General Meeting dated 21/01/2016 to acquire own shares of the Company amounting to a volume of up to 1,000,000 shares - representing up to 0.556% of the Company's share capital - through the Vienna Stock Exchange. The corresponding buyback programme was launched on 28/01/2016 and terminated prematurely on 05/10/2016. At present, the Company holds in total 1,810,296 own shares.
The Company as the universal legal successor of NIOGAS Niederösterreichische Gaswirtschafts-Aktiengesellschaft and of Niederösterreichischen Elektrizitätswirtschafts-Aktiengesellschaft NEWAG as well as Netz Niederösterreich GmbH and EVN Wasser GmbH as affiliated companies of the Company are obligated parties under a (terminated) shop agreement, according to which a total of 778 employees of the Company, Netz Niederösterreich GmbH and EVN Wasser GmbH ('Beneficiaries') are eligible for an annual special payment ('Special Payment IX'). The Company offers Beneficiaries to be compensated for part of the Special Payment IX in shares of the Company ('Share Offering'). Specifically, the Company offers the Beneficiaries to acquire shares in the Company for the equivalent value of almost EUR 3,000, whereby 90% of the equivalent value of the shares received is set off against the Special Payment IX. Based on the average closing price of EVN shares on stock exchange trading days from week 28 to 31 (06/07 till 02/08/2020), such a number of shares per beneficiary will be calculated so that the equivalent value of all shares granted remains just under EUR 3,000.
The Company intends to serve any Beneficiary claim that may result from the acceptance of the Share Offering by the transfer of own shares in the Company, while excluding the repurchase right (subscription right) of its shareholders. Reference is also made to the Management Board's report dated 10/06/2020 on the planned disposal of own shares which has been published in accordance with the applicable law and can be accessed on the Company's website under www.evn.at/disposal-of-own-shares.
At first, the present publication announces that the Management Board has passed a resolution with regard to the aforementioned which was agreed by the Working Committee of the Supervisory Board with today's resolution. And second, the planned disposal of own shares to eligible employees is hereby announced as follows, with reference to the following details in accordance with section 5 para. 2 of the Publication Regulation 2018:
1. Date of the authorisation resolution of the Annual General Meeting pursuant to section 65 para. 1 no. 8 of the Austrian Stock Corporation Act: recently 21/01/2016. For the planned resale, an authorisation of the Annual General Meeting pursuant to section 65 para. 1b last sentence of the Austrian Stock Corporation Act is not required since the Beneficiaries are exclusively employees of the Company or its affiliated companies.
2. Date and type of publication of the resolution of the Management Board and the Annual General Meeting: 21/06/2016 electronically in accordance with Article 119 para. 9 in conjunction with Article 119 para. 7 and Article 119 para. 10 of the Stock Exchange Act (or their predecessor provisions in the Stock Exchange Act 1989, which are in essence identical as to content).
3. Start and probable duration of the disposal of own shares: 29/06/2020 to 22/07/2020 (in each case inclusive).
4. Class of shares to which the disposal of own shares refers: no-par-value bearer shares with voting rights.
5. Envisaged volume (number) of the disposal of own shares, in particular the proportion of the own shares to be sold in relation to the share capital: The final volume has not been determined and is calculated as described above. Based on the closing price of the Company's shares on 23/06/2020, this would result in a maximum volume of 167,270 shares, which corresponds to a proportion of 0.09% of the share capital.
6. Highest and lowest realizable equivalent value per share: The equivalent value on which the transfer of the shares is based is calculated as described above and has not been determined yet.
7. Class and purpose of the disposal of own shares, in particular whether the disposal will take place on the stock exchange and/or outside the stock exchange or whether they are intended to be used for the purposes of a stock option program: The disposal of own shares will take place OTC to employees of the Company or of affiliated companies as outlined above.
8. Potential impact of the disposal of own shares on the listing of the Company's shares: none.
9. Number and allocation of the stock options to be granted or that have been granted to employees, executive employees or members of the Management Board and Supervisory Board of the Company: not applicable because no such options have been or will be granted.
The Company will publish all further details in connection with the disposal of the shares in accordance with Sections 6 and 7 of the Publication Regulation 2018 on the Company's website under www.evn.at/disposal-of-own-shares.
Maria Enzersdorf, 24/06/2020
The Management Board