EQS post-admission notification: EVN AG / Publication in accordance with Section 119 Para. 9 BörseG EVN AG: Other post-admission obligations 05/29/2024 / 6:03 p.m. CET/CEST Publication of a post-admission notification transmitted by EQS News – a service of EQS Group AG. The issuer/publisher is responsible for the content of the message. ════════════════════════════════════════ ══════════ ════════════════════════ Report of the Management Board of EVN AG with its registered office in Maria Enzersdorf (FN 72000h) on the intended sale of treasury shares dated May 29, 2024 The Executive Board of EVN AG (“Company” or “EVN”) with its registered office in Maria Enzersdorf submits the following report to the company’s shareholders on the intended transfer of the company’s own shares to employees of the company and to affiliated companies of the company. 1. The share offer The company as the universal legal successor of the NIOGAS Niederösterreichische Gaswirtschafts-Aktiengesellschaft and the Niederösterreichische Fernsehenswirtschafts-Aktiengesellschaft NEWAG as well as Netz Niederösterreich GmbH and EVN Wasser GmbH as affiliated companies of the company are obligated parties under the agreement concluded on May 30, 1973 and terminated on March 31, 1996 Works Agreement No. 3/1973 (“Works Agreement”). Due to the works agreement, a total of 505 employees of EVN, Netz Niederösterreich GmbH and EVN Wasser GmbH (“beneficiaries”) are currently entitled to an annual special payment amounting to one gross monthly basic salary (“Special Payment IX”). The beneficiaries are those employees who joined the company (or its legal predecessor) before the company agreement was terminated. The special payment IX and the associated opportunity to participate in the share offer described below are not dependent on any further requirements and in particular on no personal investment by the beneficiaries. The special payment IX is valid for a period from September 1st. one year until August 31st. of the following year. The calculation basis for the special payment IX is the gross monthly basic salary of the respective beneficiary in August of the period for which the special payment IX is due. The payment will be made retrospectively. If a beneficiary leaves during the year, he or she is entitled to an aliquot claim from the special payment IX, provided that he or she does not leave through dismissal or voluntarily without an important reason. The company offers beneficiaries the opportunity to receive part of the special payment IX in EVN shares (“share offer”). Specifically, the company offers the beneficiaries to receive shares in EVN for an equivalent value of just under EUR 3,000, whereby the equivalent value of the shares received is credited at 90% towards the special payment IX (if a beneficiary received shares with the equivalent value of exactly EUR 3,000, this would be reduced The gross amount of the components of the special payment IX to be paid in cash is therefore EUR 2,700). The difference of 10% essentially corresponds to the company’s tax savings due to the possibility of granting shares with tax and social security benefits, as described in more detail below. The specific number of offer shares is calculated from the average of the daily closing prices of the EVN share on stock exchange trading days in calendar weeks 27 to 30 (this is the period from July 1, 2024 to July 28, 2024). The offer can only be accepted by the beneficiaries to the greatest extent possible, i.e. with regard to the largest possible number of EVN shares that do not yet exceed the EUR 3,000 limit at the price calculated as described above. Beneficiaries whose gross special payment IX in a year is less than EUR 2,700 can participate in the share offer with a correspondingly reduced amount corresponding to the total amount of their special payment IX (as described in the previous paragraph). The offer takes advantage of the statutory exemption of share grants of up to EUR 3,000 per year to employees from wage tax, social security contributions and other ancillary wage costs (DB, DZ and local tax). In order to be able to take advantage of the above benefits, a retention period applies to EVN shares acquired on the basis of the share offer until the end of the fifth calendar year following the transfer of the shares. Early sale is possible. If this sale does not take place at the end of the employment relationship, the beneficiaries must pay additional income tax and employee social security contributions. The applicable employer contributions are borne by the company (or the affiliated company where the beneficiary is employed). The acceptance of the share offer by the beneficiaries can take place from June 17, 2024 to July 26, 2024. The transfer of the offer shares to the beneficiaries’ securities portfolios will take place on August 1, 2024. 2. Number of offer shares The number of beneficiaries and the limitation of the share offer would result in a maximum number of offer shares of 52,015 based on the closing price of the EVN share on the Vienna Stock Exchange on May 27, 2024 of EUR 29.05. This corresponds to around 0.03% of the company’s total shares. The company intends to service the claims of beneficiaries arising from the acceptance of the share offer by transferring the company’s own shares, excluding the shareholders’ right to repurchase (subscription rights). The company’s management board intends to pass a resolution in this regard and to request the supervisory board’s approval to transfer treasury shares to beneficiaries, excluding the shareholders’ right of repurchase. Since the beneficiaries are exclusively employees of the company or of affiliated companies, approval by the general meeting or an authorization of the board of directors for such a resale by the general meeting is not required due to the last sentence of Section 65 (1b) AktG. 3. On the exclusion of shareholders’ right to repurchase The most important capital of a company is its employees. Without their commitment, economic success is not possible. The sale of own shares while excluding the shareholders’ right to repurchase is in the company’s interest because it ties the benefiting employees even more closely to the company and the EVN Group. By owning shares in “his” company, the motivation of the individual employee is increased. Identification with the company increases when employees are also shareholders. This also gives you greater interest in the company’s economic success. The company also has further interests due to the liquidity-preserving effect and the attractive tax incentive. Through the exemption from income-related taxes and social security contributions described above, not only do the beneficiaries receive an advantage from their special payment IX, but the company also benefits from the incentive for employee participation provided for by tax law. The share offer is therefore tax-attractive for both the company and the beneficiaries. According to Section 65 Paragraph 1b last sentence AktG (analogous), the sale of treasury shares to employees, senior managers and/or members of the board of directors of the company or a company affiliated with the company is objectively justified by law. The exclusion of the repurchase right is also objectively justified in this specific case because (i) the transfer of shares is in the interests of the company for the reasons stated above, (ii) the exclusion is suitable for achieving the goal of servicing the share offer and there is no alternative , through which the stated objective can be achieved in a comparably efficient manner even without excluding the repurchase right (or subscription right) of the shareholders and (iii) the exclusion of the repurchase right (among other things for the reasons described below) is also proportionate. By selling treasury shares while excluding shareholders from being able to purchase these shares, there is no “typical” dilution for shareholders. Initially, the share of the existing shareholders or the voting power from the shares of the existing shareholders only “increased” because the company bought back its own shares and the rights from these shares are therefore dormant as long as they are held by the company as own shares. A reduction in the sphere of the individual existing shareholder only occurs when the company sells the acquired own shares again, excluding the shareholders’ ability to repurchase them. After the sale, the shareholders will again have the status that they already had before the company acquired the affected own shares. In this context, it should also be noted that due to the relatively small volume of share transfers, no controlling interest can arise for a beneficiary in the company. The shareholders will also not suffer any financial disadvantage to any significant extent: as stated, the intended sale will probably only involve around 0.03% of the share capital and, as explained at the beginning of this section, the transfer of shares will result in a corresponding reduction in the amount that would otherwise have to be paid in cash Expenses, namely lower cash payments to beneficiaries as well as tax and duty savings. Overall, the exclusion of the right of repurchase is objectively justified. The sale of own shares, excluding the shareholders’ right of repurchase, for the purpose of transferring them to employees is a common and generally recognized process. In addition, the extensive publication obligations in connection with the sale of treasury shares anchored in Section 65 AktG and the Publication Ordinance 2018 (BGBl II No. 13/2018) ensure comprehensive transparency in connection with the sale of treasury shares. The exclusion of the right of repurchase also requires the approval of the Supervisory Board. The company’s board of directors cannot make decisions alone. This does not put the interests of existing shareholders at any particular risk. The Executive Board therefore comes to the conclusion that the proposed transfer of treasury shares to beneficiaries, subject to a corresponding acceptance of the share offer, excluding the shareholders’ right to repurchase, complies with the statutory provisions. 4. Next steps After a period of at least 14 days after publication of this report and at the earliest three trading days after publication of the intended resale of treasury shares, treasury shares of the company can be sold under the conditions described above in accordance with corresponding declarations of acceptance from those entitled. Maria Enzersdorf, on May 29, 2024 The Board of EVN AG Mag. Stefan Szyszkowitz, MBA Dipl.-Ing. Stefan Stalinger, MBA ═════════════════════════════════════ ═════════ ════════════════════════════ 05/29/2024 CET/CEST ══════ ══════════ ════════════════════════════════════════ ══════════ ════════ Language: German Company: EVN AG EVN Platz 2344 Maria Enzersdorf Austria Internet: www.evn.at
End of message EQS News Service 1912861 May 29, 2024 CET/CEST