DJ EQS-AGM: EVN AG: Invitation to the 95th Annual General Meeting

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EQS-News: EVN AG / Announcement of the Convening of the General Meeting
EVN AG: Invitation to the 95th Annual General Meeting
2024-01-03 / 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.


EVN AG
registered office in Maria Enzersdorf
FN [(Austrian) Business Register Number] 72000h
ISIN: AT0000741053

Invitation

to the

95^th Annual General Meeting
of EVN AG (hereinafter also referred to as the "Corporation") to be held on
Thursday, 1 February 2024, at 10 a.m. (CET) at EVN Forum, EVN Platz,A-2344 Maria Enzersdorf


Agenda:

1. Presentation of the adopted annual financial statements, of the management report and of the consolidated
corporate governance report (including the report of the Supervisory Board) for the financial year 2022/23, of the
consolidated financial statements, the group management report and the consolidated non-financial report for the
financial year 2022/23, and of the proposal for appropriation of the net profit for the year

2. Resolution on the distribution of the net profit for the year as reported in the annual financial
statements as at 30 September 2023

3. Resolution on approval of the actions of the members of the Executive Board in the financial year 2022/23

4. Resolution on approval of the actions of the members of the Supervisory Board in the financial year 2022/
23

5. Election of the auditor for the annual financial statements and consolidated financial statements for the
financial year 2023/24

6. Resolution on the Remuneration Report on the emoluments of the members of the Executive Board and of the
Supervisory Board of EVN AG for the financial year 2022/23

7. Resolution on the Remuneration Policy with regard to the principles for the emoluments of the members of
the Executive Board and the Supervisory Board of EVN AG

8. Amendment to Articles 1, 3, 10(1) to (3), 11(1) to (3), 13(3) to (6) and 14(3) of the Articles of
Association

Shareholders' option to inspect documents pursuant to Section 108(3) and (4) of the Austrian Stock Corporations Act [
Aktiengesetz/AktG] (Section 106 No. 4 AktG)
Pursuant to Section 108(3) to (4) AktG the following documents will be available not later than from the 21^st day
prior to the General Meeting, i.e. from 11 January 2024, on the Corporation's website www.evn.at/AGM that is registered
in the Business Register:
. the documents stated in item number 1 on the agenda,
. the proposals for resolutions on items number 2 to 8 on the agenda,
. the Remuneration Report on the emoluments of the members of the Executive Board and of the Supervisory
Board of EVN AG for the financial year 2022/23,
. the Remuneration Policy of EVN AG with regard to the principles for the emoluments of the members of the
Executive Board and the Supervisory Board, and
. the Articles of Association in which the proposed amendments have been marked.
In addition to the said documents, the full text of this invitation, the forms for granting and revoking proxy, as well
as all other publications made by the Corporation in connection with this General Meeting will be available on the
Corporation's website.

Evidence Date and prerequisites for attendance at the General Meeting pursuant to Section 111 AktG (Section 106 No. 6
and 7 AktG)
Pursuant to Section 111(1) AktG the right to attend General Meetings and to exercise the other shareholder rights to be
claimed in connection with General Meetings depends on the shares held at the end of the tenth day before the day of
the General Meeting (Evidence Date), i.e. on the shares held on 22 January 2024, midnight (CET). Shareholders who wish
to attend the General Meeting and exercise shareholder rights must provide the Corporation with evidence of their
shareholding as at the Evidence Date.
For bearer shares held by a depositary a deposit receipt as defined in Section 10a AktG, which must be received by the
Corporation not later than on the third business day before the General Meeting, i.e. by 29 January 2024, will suffice
as evidence of the shareholding at the Evidence Date. Deposit receipts must be issued by the bank keeping the
securities account, whose registered office must be in a country of the European Economic Area or in a full member
state of the OECD. The deposit receipt must contain at least the details provided for in Section 10a(2) AktG. If the
deposit receipt is to serve as evidence of the current status as shareholder, it must not be older than seven days at
the time of presentation to the Corporation. Deposit receipts will be accepted in German or English.
The Evidence Date has no effects on saleability of the shares and has no significance for the entitlement to dividends.
In compliance with the requirements of Section 13(2) AktG deposit receipts may be sent to the Corporation in text form
exclusively by way of one of the following means:
by post or courier to: HV-Veranstaltungsservice GmbH
Köppel 60, A-8242 St. Lorenzen am Wechsel

by fax to:             +43 (0) 1 8900 500 50 
by email to:           anmeldung.evn@hauptversammlung.at 

with the deposit receipt to be attached to the email message in text form, e.g. as a PDF file
or via SWIFT: GIBAATWGGMS - message type MT598 or MT599,
and ISIN: AT0000741053 must be stated in the text
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Option to appoint a proxy pursuant to Sections 113 and 114 AktG (Section 106 No. 8 AktG)

Every shareholder who is entitled to attend the General Meeting has the right to appoint a natural person or legal entity their proxy, namely by proxy to be granted in text form. The Corporation itself or a member of the Executive Board or the Supervisory Board may exercise the voting right as proxy only if the shareholder has given an explicit instruction to exercise the voting right with respect to the specific items on the agenda. The proxy must be granted to a specific person. If a shareholder has issued a proxy to the bank that keeps their securities account(s) (Section 10a AktG), a statement of the bank to the effect that it was granted proxy will suffice in addition to the deposit receipt (fourth sentence of Section 114(1) AktG).

For granting proxy the form provided on the Corporation's website at www.evn.at/AGM may be used, which also allows the granting of limited proxy. The proxy must be submitted to the Corporation and retained by the same.

Proxies may be sent to the Corporation in text form exclusively to the following addresses:

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by post or courier to: HV-Veranstaltungsservice GmbH
Köppel 60, A-8242 St. Lorenzen am Wechsel

by fax to:             +43 (0) 1 8900 500 50 
or by email to:        anmeldung.evn@hauptversammlung.at 

with the proxy to be attached to the email message in text form, e.g. as a PDF file

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Statements as defined in the fourth sentence of Section 114(1) AktG may also be sent via SWIFT (GIBAATWGGMS - message type MT598 or MT599; please make sure to state ISIN: AT0000741053 in the text).

On the day of the General Meeting proxies may exclusively be presented in person when registering for the General Meeting at the venue of the General Meeting.

The above regulations on the granting of proxy apply mutatis mutandis to revocation of proxy.

The shareholders are hereby informed that they have to fulfil the prerequisites for attendance even when granting proxy (please see "Evidence Date and prerequisites for attendance at the General Meeting pursuant to Section 111 AktG (Section 106 No. 6 and 7 AktG)).

Independent proxy

As a service provided by the Corporation, Dr. Michael Knap, Honorary President of the Interessenverband für Anleger (IVA/Investors' Association), A-1130 Vienna, Feldmühlgasse 22, will be available to the shareholders at their request as an independent proxy for exercising their voting rights at the General Meeting. For granting or revoking proxy specific forms are available on the website at www.evn.at/AGM. The costs of representation by proxy will be borne by the Corporation. In addition, Dr. Michael Knap may be contacted directly at his mobile number +43 664 2138740 or by email (michael.knap@iva.or.at).

The proxy must be timely delivered exclusively to one of the following addresses:

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by post or courier to: Dr. Michael Knap
c/o Interessenverband für Anleger (IVA)
Feldmühlgasse 22, A-1130 Vienna

by fax to:             +43 (0)1 8900 500 50 
by email to:           knap.evn@hauptversammlung.at 

with the proxy to be attached to the email message in text form, e.g. as a PDF file

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Instructions on exercising voting rights, if any, must be given directly to Dr. Michael Knap. Please note that Dr. Michael Knap will accept no instructions to take the floor, ask questions, put forward motions or object to shareholder resolutions.

Information about the shareholders' rights as defined in Sections 109, 110, 118 and 119 AktG (Section 106 No. 5 AktG )

Amendment to the agenda pursuant to Section 109 AktG

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Pursuant to Section 109 AktG shareholders whose shares separately or together amount to five per cent or more of the share capital may request in writing that items be included in the agenda of the next General Meeting and announced. Every item requested to be included in the agenda must be accompanied by a proposal for resolution including the reasons for the same. The shareholders putting forward the motion must have held the shares for at least three months prior to the date of the motion. In the case of bearer shares the shareholder status must be evidenced by presentation of a deposit receipt as defined in Section 10a AktG which certifies that the shareholders putting forward the motion have held their shares for an uninterrupted period of at least three months prior to the motion and such evidence must not be older than seven days at the time of presentation to the Corporation. In the case of several shareholders who only together reach the required shareholding of five per cent of the share capital deposit receipts must refer to the same point in time (day, time) for all shareholders. As regards the other deposit receipt requirements reference is made to the above information on the right to attend General Meetings. The shareholders' request must be received by the Corporation not later than on the 21^st day prior to the General Meeting, i.e. by 11 January 2024.

Requests pursuant to Section 109 AktG may be sent to the Corporation by the shareholders in writing exclusively to the following addresses:

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by post or courier EVN AG
to: Attn: Mr. Christoph Lavicka
EVN Platz, A-2344 Maria Enzersdorf
by email to: anmeldung.evn@hauptversammlung.at
with the request to be attached to the email message in written form (qualified electronic
signature), e.g. as a PDF file
or via SWIFT: GIBAATWGGMS - message type MT598 or MT599; please ensure to state ISIN AT0000741053 in the text
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Proposals for resolutions regarding the agenda pursuant to Section 110 AktG

Pursuant to Section 110 AktG shareholders whose shares separately or together amount to one per cent or more of the share capital may submit proposals for resolution regarding any item on the agenda in text form to the Corporation and request that such proposals be made available on the Corporation's website together with the names of the shareholders concerned, the reasons for the same, which have to be included, and comments of the Executive Board or the Supervisory Board, if any. The request must be taken into consideration if it is received by the Corporation in text form not later than on the seventh business day prior to the General Meeting, i.e. by 23 January 2024.

In the case of a proposal regarding election of a Supervisory Board member a statement of the proposed person as defined in Section 87(2) AktG will replace the reasons for the request.

Such proposals may be sent to the Corporation by shareholders in text form exclusively to the following addresses:

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by post or courier to: EVN AG
Attn: Mr. Christoph Lavicka
EVN Platz, A-2344 Maria Enzersdorf

by fax to:             +43 (0) 1 8900 500 50 
or by email to:        anmeldung.evn@hauptversammlung.at 

with the request to be attached to the email message in text form, e.g. as a PDF file
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In the case of bearer shares the shareholder status entitling a person to exercise this shareholder right must be evidenced by presenting a deposit receipt as defined in Section 10a AktG which must not be older than seven days at the time of presentation to the Corporation. In the case of several shareholders who only together reach the required shareholding of one per cent of the share capital deposit receipts must refer to the same point in time (day, time) for all shareholders. As regards the other deposit receipt requirements reference is made to the information on the right to attend General Meetings.

Information pursuant to the second sentence of Section 110(2) in conjunction with Section 86(7) and (9) AktG

With regard to proposals for election of Supervisory Board members, it must be noted that Section 86(7) AktG is applicable to the Corporation. The Supervisory Board of EVN AG currently consists of ten shareholder representatives elected by the General Meeting and five employee representatives delegated by the Works Council in accordance with Section 110 of the Austrian Labour Code [Arbeitsverfassungsgesetz/ArbVG]. Seven of the ten shareholder representatives are men and three are women; three of the five employee representatives are men and two are women. Please be informed that no objection pursuant to Section 86(9) AktG has been raised and that the minimum percentage defined in Section 86 (7) AktG has therefore been fulfilled on the whole.

If the number of Supervisory Board members remains unchanged, at least five of the fifteen Supervisory Board members must therefore be women and five must be men.

Shareholders' right to information pursuant to Section 118 AktG

Pursuant to Section 118 AktG every shareholder must, upon request, be informed about the affairs of the Corporation at the General Meeting to the extent that such information is required for proper assessment of an item on the agenda. The duty to provide information also includes the legal and business relations of the Corporation with an affiliate and the situation of the group and of the entities included in the consolidated financial statements. The information must comply with the principles of conscientious and true rendering of accounts. Disclosure of such information may be denied if, according to the reasonable judgement of an entrepreneur, it could cause a substantial disadvantage to the Corporation or an affiliate or might be punishable by law. Disclosure may also be denied if the information was available on the Corporation's website in the form of questions and answers for at least seven consecutive days prior to commencement of the General Meeting.

Please submit any questions the answering of which may require a prolonged period of preparation timely before the General Meeting to the Corporation in text form by email to anmeldung.evn@hauptversammlung.at.

More information on the shareholders' rights, including, without limitation, as defined in Sections 109, 110, 118 and 119 AktG, is also available on the Corporation's website at www.evn.at/AGM.

Motions at the General Meeting pursuant to Section 119 AktG

Irrespective of the number of shares they hold, any shareholder is entitled to submit motions at the General Meeting with respect to any item on the agenda. If several motions have been received regarding a particular item on the agenda, the chair will determine the order in which those motions will be put to the vote in accordance with Section 119(3) AktG.

For that purpose evidence of the right to attend the General Meeting is required. A proposal for resolution which was announced on the Corporation's website in accordance with Section 110 AktG will only be put to the vote if the said proposal is made again as a motion at the General Meeting.

Pursuant to Section 110 AktG a motion of a shareholder for election of a Supervisory Board member is, however, subject to the mandatory requirement of timely transmission of a proposal for resolution (see above). Candidates for election to the Supervisory Board may be proposed only by shareholders whose shares together account for one per cent or more of the share capital. A statement of the proposed person as defined in Section 87(2) AktG regarding their job-related qualification, professional or similar positions and all circumstances that might cast doubt on their impartiality has to be attached to or enclosed with every proposal for election. Otherwise the motion of a shareholder for election of a Supervisory Board member may not be considered in the vote. In addition, it must be observed that at least five Supervisory Board members must be women and at least five Supervisory Board members must be men so that the minimum percentage defined in Section 86(7) AktG will be fulfilled, as Section 86(7) AktG regarding equal representation of women and men on the Supervisory Board is applicable to the Corporation. Please note that the foregoing will apply only if a motion is made to include elections to the Supervisory Board in the agenda.

Data protection statement for the shareholders of EVN AG

EVN AG, EVN Platz, 2344 A-Maria Enzersdorf, is the party responsible for processing the shareholders' personal data, i.e. the controller. EVN AG processes the shareholders' personal data, including, without limitation, data as defined in Section 10a(2) AktG, such as name, address, date of birth, banking details, number of the securities account, number of the shares held by the shareholder, class of shares, where applicable, number of the voting card, and the name and date of birth of the proxy, where applicable, on the basis of the applicable data protection provisions, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act [Datenschutzgesetz/DSG]. Personal data is processed for shareholders or their proxies to be able to exercise their rights at the General Meeting. Where necessary, the above personal data will also be processed if the General Meeting is held in the form of a virtual meeting to enable the shareholders to exercise their rights at the virtual General Meeting. EVN AG will be provided with the personal data by the shareholders or the bank that keeps their securities account(s).

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