EQS-AGM: EVN AG: Convocation to the 33rd Extraordinary General Meeting
EQS-News: EVN AG / Announcement of the Convening of the General Meeting
EVN AG: Convocation to the 33rd Extraordinary General Meeting
25.05.2023 / 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 33^rd Extraordinary General Meeting
of EVN AG
(hereinafter referred to as the “Company”)
to be held on Monday, 19 June 2023, at 1:30 pm (CEST) in the EVN Forum,
EVN Platz, AT-2344 Maria Enzersdorf.
The Extraordinary General Meeting will be held in person.
It should be noted that only beverages and no other refreshments will be
offered at this General Meeting due to the very brief agenda.
Agenda:
1. Elections to the Supervisory Board
Opportunity for shareholders to examine records pursuant to Article 108
paras. 3 and 4 of the Austrian Stock Corporation Act (Article 106 no. 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 General Meeting, i.e.
from 29 May 2023, on the company’s website under [1] www.evn.at/AGM:
• the recommendation for a resolution on point 1 of the agenda, and
• statement(s) by the candidate(s) for election to the Supervisory Board
under point 1 of the agenda in accordance with Article 87 para. 2 of
the Austrian Stock Corporation Act, including a curriculum vitae.
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 General Meeting will be available for review on the Company’s
website.
Record date and conditions for participating in the 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 General Meeting and to exercise the remaining
shareholders’ rights at the General Meeting is determined by the
shareholding at the end of the tenth day before the date of the General
Meeting (record date), i.e. by the respective shareholding at midnight on
9 June 2023 (CEST). Shareholders who wish to participate in the 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
General Meeting, i.e. on 14 June 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 or in English.
The record date has no effect on the saleability of the shares.
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 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 provided
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 (Article 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 (Article 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. 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 HV-Veranstaltungsservice GmbH
messenger: 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 Article 114 para. 1 sentence 4 Austrian Stock
Corporation Act may also be submitted via SWIFT (GIBAATWGGMS – Message
Type MT598 or MT599; with ISIN: AT0000741053 having to be included in the
text).
On the day of the General Meeting itself, submission of a power of
attorney is possible only in person upon registration for the General
Meeting 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
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 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 Mr. Michael Knap
messenger: 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 resolutions taken at the General Meeting.
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, individually or 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 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 19^th day
before the General Meeting, i.e., on or before 31 May 2023.
Requests pursuant to Article 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 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 General Meeting,
i.e. on or before 7 June 2023.
A proposal related to the election of a member to the Supervisory Board
must include, in place of a statement of reasons, 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 text form 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 text form, 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
As regards point 1 of the agenda “Elections to the Supervisory Board“ and
the possible submission of a nomination by shareholders in accordance with
Article 110 of the Austrian Stock Corporation Act, the Company hereby
provides the following information:
In accordance with Article 8 para. 1 of the Articles of Incorporationof
EVN AG, the Supervisory Board consists of a minimum of eight and a maximum
of twelve members elected by the General Meeting.
It should be noted that Article 86 para. 7 of the Austrian Stock
Corporation Act is applicable to EVN AG.
The Supervisory Board of EVN AG currently consists of ten members elected
by the General Meeting (shareholder representatives) and five members
delegated by the Works Council in accordance with Article 110 of the
Austrian Labour Constitution Act. Of the ten shareholder representatives,
seven are men and three are women; of the five employee representatives,
three are men and two are women. No objections were raised pursuant to
Article 86 para. 9 of the Austrian Stock Corporation Act and the minimum
requirement as defined in Article 86 para. 7 of the Austrian Stock
Corporation will therefore be met.
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 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 General Meeting.
We would ask you to submit in writing any questions that may require a
longer response time sufficiently ahead of the 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 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 General Meeting. If
several motions are made for a point on the agenda, the chairperson will
decide on the order of voting in accordance with Article 119 para. 3 of
the Austrian Stock Corporation Act.
In order to make a motion, the shareholder must be 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 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: Proposals for election to the
Supervisory Board can only be made by shareholders whose shareholdings,
individually or in total, equal or exceed 1% of share capital. These
proposals must be received by the company as indicated above at the latest
on 7 June 2023 (by midnight (CEST)). 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 may not be submitted for voting. It should also be noted that
Article 86 para. 7 of the Austrian Stock Corporation Act concerning the
pro rata share of women and men on the Supervisory Board applies to the
Company, and at least five seats on the Supervisory Board must be filled
by women and at least five seats by men to meet the minimum requirement
defined by Article 86 para. 7 of the Austrian Stock Corporation Act.
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
General Meeting. To the extent necessary, the above-mentioned personal
data will also be processed in connection within a Virtual General Meeting
to enable shareholders to exercise their rights at this Virtual 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 General Meeting. The conduct
of a (Virtual) 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 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 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 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 General Meeting starts at 12:30 pm. A valid
government-issued photo ID must be presented for identification at
registration.
Further information on the procedure of the General Meeting, etc. is also
provided on the Company’s website under [12]www.evn.at/AGM.
Maria Enzersdorf, May 2023
The Executive Board
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25.05.2023 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
1640919 25.05.2023 CET/CEST
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