EQS-News: EVN AG / Announcement of the Convening of the General Meeting
EVN AG: Invitation to the 96th Annual General Meeting
28.01.2025 / 08:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
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EVN AG
registered office in Maria Enzersdorf
FN ((Austrian) Business Register Number) 72000h
ISIN: AT0000741053
Invitation
to the
96^th Annual General Meeting
of EVN AG (hereinafter also referred to as the "Corporation") to be held
on
Wednesday, 26 February 2025, at 11.30 a.m. (CET) at EVN Forum, EVN Platz,
A-2344 Maria Enzersdorf with the attendees having to be present in person
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 2023/24
financial year, of the consolidated financial statements, the group
management report and the consolidated non-financial report for the
2023/24 financial year, 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 2024
3. Resolution on approval of the actions of the members of the Executive
Board in the 2023/24 financial year
4. Resolution on approval of the actions of the members of the
Supervisory Board in the 2023/24 financial year
5. Election of the auditor, the group auditor and of the auditor of the
consolidated sustainability report for the 2024/25 financial year
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
2023/24 financial year
7. Resolution on fixing of remuneration of the members of the Supervisory
Board of EVN AG
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 5 February 2025, on the Corporation's website (1)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 7 on the agenda,
and
• the Remuneration Report on the emoluments of the members of the
Executive Board and of the Supervisory Board of EVN AG for the 2023/24
financial year.
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 16 February 2025, 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 21 February
2025, 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 HV-Veranstaltungsservice GmbH
courier to: Köppel 60, A-8242 St. Lorenzen am Wechsel
by fax to: +43 (0) 1 8900 500 50
by email to: (2)anmeldung.evn@hauptversammlung.at
with the deposit receipt to be attached to the email message
in text form, e.g. as a PDF file
via SWIFT ISO GIBAATWGGMS – message type MT598 or MT599,
15022: and ISIN: AT0000741053 must be stated in the text
via SWIFT ISO ou=gms,o=gibaatwg
20022: o=swift - seev.003.001.XX or seev.004.001.XX
in the version which contains at least the required fields.
(a detailed description can be downloaded from
www.evn.at/AGM)
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
(3)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:
by post or HV-Veranstaltungsservice GmbH
courier to: Köppel 60, A-8242 St. Lorenzen am Wechsel
by fax to: +43 (0) 1 8900 500 50
by email to: (4)anmeldung.evn@hauptversammlung.at
with the proxy to be attached to the email message in text
form, e.g. as a PDF file
via SWIFT ISO GIBAATWGGMS – message type MT598 or MT599,
15022: please make sure to state ISIN: AT0000741053 in the text
via SWIFT ISO ou=gms,o=gibaatwg
20022: o=swift - seev.003.001.XX or seev.004.001.XX
in the version which contains at least the required fields.
(a detailed description can be downloaded from
www.evn.at/AGM)
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 as an independent proxy for exercising their voting rights at
the General Meeting, if requested by them. For granting or revoking proxy
specific forms are available on the website at (5)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 (knap.evn@hauptversammlung.at).
The proxy must be timely delivered exclusively to one of the following
addresses:
by post or courier Dr. Michael Knap
to: c/o HV-Veranstaltungsservice GmbH
Köppel 60, AT-8242 St. Lorenzen am Wechsel
by fax to: +43 (0)1 8900 500 50
by email to: (6)knap.evn@hauptversammlung.at
with the proxy to be attached to the email message in
text form, e.g. as a PDF file
Instructions on exercising voting rights 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
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 5 February 2025.
Requests pursuant to Section 109 AktG may be sent to the Corporation by
the shareholders in writing exclusively to the following addresses:
by post or EVN AG
courier to: Attn: Mr. Christoph Lavicka
EVN Platz, A-2344 Maria Enzersdorf
by email to: (7)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 ISO GIBAATWGGMS - message type MT598 or MT599; please ensure
15022: to state ISIN AT0000741053 in the text
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 17 February 2025.
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:
by post or EVN AG
courier to: Attn: Mr. Christoph Lavicka
EVN Platz, A-2344 Maria Enzersdorf
by fax to: +43 (0) 1 8900 500 50
or by email to: (8)anmeldung.evn@hauptversammlung.at
with the request to be attached to the email message in
text form, e.g. as a PDF file
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;
two of the five employee representatives are men and three 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 (9)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; this also includes motions for a separate vote on approval
of the actions of the members of the Supervisory Boad and of the Executive
Board. 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
pursuant to the second sentence of Section 110(2) in conjunction with
Section 86(7) and (9) AktG the foregoing as well as the above information
and explanations 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).
Pursuant to the Austrian Stock Corporations Act, processing of personal
data of shareholders or their proxies is a mandatory prerequisite for
attendance of shareholders or their proxies at the General Meeting.
Without processing the above-mentioned personal data the (virtual) General
Meeting cannot be held. Accordingly, the legal basis for processing is Art
6(1) (c) GDPR. For the purpose of holding the General Meeting EVN AG
employs service providers such as notaries, banks or IT service providers.
Those service providers will be provided by EVN AG only with the personal
data they need to render the commissioned service and they will process
the data exclusively according to EVN AG's instruction. To the extent
required by law, EVN AG has concluded a data protection agreement with
such service providers. When a shareholder or their proxy attends the
General Meeting, all shareholders and proxies present, the Executive Board
members and Supervisory Board members, the notary and all other authorised
persons may inspect the List of Attendees prescribed by law (Section 117
AktG) and in this way also view the personal data (name, place of
residence, shareholding, among others) recorded therein, including of
other shareholders. In addition, EVN AG is required by law to file
personal data of shareholders (including, without limitation, the List of
Attendees and the data contained in the same) with the (Austrian) Business
Register (Firmenbuch) as part of the notarial minutes (Section 120 AktG).
Without processing such data EVN AG would not be able to comply with its
statutory obligations, in particular those laid down in Section 120 AktG.
Personal data of the shareholders and their proxies will be erased or
anonymised as soon as it will no longer be required for the purposes for
which it was collected and/or processed, unless other legal obligations
require further storage. Evidence and retention duties arise in particular
from business law, stock corporations law and takeover law, from tax law
and from anti-money laundering regulations. If shareholders assert legal
claims against EVN AG or if EVN AG asserts legal claims against
shareholders, storage of personal data serves the purpose of clarifying
and enforcing claims in specific cases. In connection with legal
proceedings before civil courts, this can lead to storage of data for the
statutory limitation period plus the duration of legal proceedings up to
final/non-appealable conclusion of the same.
Every shareholder and every proxy has the right to access, rectification,
restriction, objection and erasure with regard to processing of personal
data at any time as well as the right to data portability pursuant to
Chapter III of the GDPR. Shareholders or their proxies may assert such
rights against EVN AG free of charge by sending an email to the Data
Protection Officer's email address datenschutz@evn.at or by sending a
letter using the following contact details:
EVN AG
Data Protection Officer
EVN Platz
A-2344 Maria Enzersdorf
In addition, the shareholders have the right to lodge a complaint with the
Austrian Data Protection Authority ((10)dsb@dsb.gv.at) pursuant to Art 77
GDPR.
Total number of shares and voting rights at the time of the invitation
(Section 106 No. 9 AktG)
At the time the General Meeting is convened the Corporation's share
capital is divided into 179,878,402 no-par value bearer shares. Every
share grants the holder one vote. The Corporation holds 1,599,194 treasury
shares. After deduction of the treasury shares, which grant the holder no
vote, the total number of voting rights amounts to 178,279,208. There is
only one class of shares.
Admission to the General Meeting will start at 10.30 a.m. Please have an
official valid photo ID card ready for identification at the registration
desk.
For more information on the procedure of the General Meeting, etc. please
go to the Corporation's website (11)www.evn.at/AGM.
Maria Enzersdorf, January 2025
The Executive Board
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28.01.2025 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
2075383 28.01.2025 CET/CEST
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