71st Annual General Meeting

Supplement to the agenda due to a shareholder request in accordance with Section 109 AktG

Supplement to the agenda of the 71st Annual General Meeting of VERBUND AG on Monday, 23 April 2018, at 10:30
 
The convening of the upcoming 71st regular Annual General Meeting of VERBUND AG on Monday, 23 April 2018, 10:30, at Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1, was announced on 23 March 2018.
 
Due to a request in accordance with Section 109 AktG submitted on 28 March 2018 of the shareholder EVN AG, FN 72000 h, 2344 Maria Enzersdorf, EVN Platz, holding 43,781,760 no-par shares in the Company for over three months and thus holding a share of greater than five percent of the share capital of the Company, the agenda of the regular Annual General Meeting of VERBUND AG referenced above published in the Official Gazette of Wiener Zeitung and on the Company’s website at www.verbund.com/hv on 23 March 2018 will be supplemented with one agenda item that reads as follows:
 

6. Election to the Supervisory Board

Additional documents for the Annual General Meeting

The following documents are immediately available on the Company’s website at www.verbund.com/hv in accordance with Section 108(3), (4) in conjunction with Section 109(2) AktG:

• shareholder request in accordance with Section 109 AktG of the shareholder EVN AG with statement of reasons and nomination,
• declaration including curriculum vitae pursuant to Section 87(2) AktG,
• the entire agenda taking into account this supplement,
• form for granting power of attorney to the independent representative of the shareholder taking into account this supplement,
• information on shareholder rights in accordance of the supplement of the agenda.

Vienna, April 2018
Executive Board

Convocation to the 71st Annual General Meeting of VERBUND AG on Monday, 23 April 2018, at 10:30 a.m. at the Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1.

We hereby invite our shareholders to the 71st Annual General Meeting of VERBUND AG

on Monday, 23 April, 2018, at 10:30
at Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1

Agenda

1. Presentation of the approved 2017 annual financial statements including the management report by the Executive Board and the corporate governance report, the consolidated financial statements including the Group management report, the proposal for the distribution of profits and the report of the Supervisory Board for financial year 2017.
2. Resolution on the appropriation of the net profit reported in the 2017 annual financial statements.
3. Resolution on the approval of the actions of the members of the Executive Board for financial year 2017.
4. Resolution on the approval of the actions of the members of the Supervisory Board for financial year 2017.
5. Appointment of the auditor and the Group auditor for financial year 2018.

Documents for the Annual General Meeting

In particular, pursuant to Section 108(3) through (5) of the Austrian Stock Corporation Act (AktG) the following documents shall be accessible on the Company’s website as entered in the commercial register at www.verbund.com/hv no later than 21 days prior to the Annual General Meeting, thus as of 2 April 2018:

• Company annual Report,
• Annual financial statements and management report,
• Corporate governance report,
• Consolidated financial statements and Group management report,
• Proposal for the distribution of profits,
• Non-financial report,
• Report of the Supervisory Board

each for financial year 2017

• Proposals of the Executive Board and Supervisory Board concerning agenda items
  2 through 5,
• Form for granting power of attorney,
• Form for revoking power of attorney, and
• Complete text of this notice to convene.

Information on shareholder rights pursuant to Sections 109, 110, 118 and 119 AktG

Shareholder additions to the agenda

Pursuant to Section 109 AktG, shareholders whose aggregate shareholding equals 5% or more of the share capital and who have held such shares for a period of at least three months prior to submitting this request, can request that additional items be added to the agenda for this Annual General Meeting and be made public. These requests must be received by the Company in writing no later than 21 days prior to this Annual General Meeting, thus on 2 April 2018. Each requested agenda item must be accompanied by a proposal for such resolution including a statement of reasons. In the case of bearer shares, evidence of the shareholder status shall be provided by means of a safe custody receipt pursuant to Section 10a AktG confirming that the shareholders making the request have held the relevant shares at least three months prior to submitting such request. This safe custody receipt can be no older than seven days on the date of submission to the Company. With respect to the other requirements applicable to the safe custody receipt, please refer to the details provided below concerning the right to participation. Such requests must be submitted to the Company in writing at the following address:

Shareholder resolution proposals to the agenda

Pursuant to Section 110 AktG, shareholders whose aggregate shareholding equals 1% of the share capital can propose draft resolutions with respect to each agenda item in writing and request that these be made available on the Company’s website along with the statements of reasons, provided that this request is received by the Company no later than the seventh business day prior to the Annual General Meeting, thus on 12 April 2018. For nominations to the election of Supervisory Board members, the declaration of the candidate pursuant to Section 87(2) AktG replaces the statement of reasons. Such requests must be submitted to the Company in writing at one of the following addresses:

In the case of bearer shares, evidence of the shareholder status shall be provided by means of a safe custody receipt pursuant to Section 10a AktG in order to exercise of this shareholder right. This safe custody receipt can be no older than seven days on the date of submission to the Company. With respect to the other requirements applicable to the safe custody receipt, please refer to the details concerning the right to participation.

For registered shares, entry in the share register is relevant, and the shareholder is not required to provide separate evidence.

Information required pursuant to Section 110(2)(2) AktG 

In the event of shareholders adding a further item to the agenda, namely “Candidate nomination for election to the Supervisory Board” pursuant to Section 109 AktG and for reimbursement of a corresponding nomination made by shareholders pursuant to Section 110 AktG, the Company discloses the following:

The Supervisory Board of VERBUND AG currently has ten members elected by the General Meeting (shareholder representatives) and five appointed by the Works Council pursuant to Section 110 ArbVG. On the date of the convening of this Annual General Meeting, of the ten shareholder representatives, three are women and, of five employee representatives, one is a woman.

There is no objection pursuant to Section 86(9) AktG against total fulfilment of the quota by the shareholder representatives or the employee representatives. Pursuant to Section 110 ArbVG, the Works Council will appoint one more woman to the Supervisory Board before the Annual General Meeting is held on 23 April 2018, so that on the date of the elections to the Supervisory Board, i.e. on 23 April 2018, two of the five employee representatives are women.

In the event of any shareholder additions to the agenda item “Candidate nomination for election to the Supervisory Board” pursuant to Section 109 AktG and for reimbursement of a nomination made by shareholders pursuant to Section 110 AktG to this agenda item, it should be taken into account that, in the event that an election is held, of the 15 members of the Supervisory Board at least five women hold seats on the Supervisory Board.

Right to information

Pursuant to Section 118 AktG, each shareholder shall be provided with information on matters of the Company upon request during the Annual General Meeting to the extent that the information is necessary to allow proper assessment of an agenda item.

The information may be refused if such information – based on a reasonable economic assessment – could cause material damage to the Company or one of its affiliated companies or if provision of such information would be a criminal offence.

Proposing motions during the Annual General Meeting

Each shareholder has the right – regardless of a certain shareholding – to propose motions on each agenda item in the Annual General Meeting. If several motions are filed for a single agenda item, the Chairman determines the order of voting in accordance with Section 119(3) AktG.

Pursuant to Section 110 AktG, however, a proposal must be submitted in a timely manner for shareholder requests to nominate a candidate for election to the Supervisory Board: Persons can only be nominated for election to the Supervisory Board by shareholders whose aggregate shareholding equals 1% of the share capital. Such nominations must be received by the Company in the manner described above no later than 12 April 2018. Pursuant to Section 87(2) AktG, each nomination shall be accompanied by the candidate’s declaration of his or her professional qualifications, professional or comparable roles as well as all circumstances which could give rise for concerns regarding impartiality. The shareholder request to nominate a candidate for election to the Supervisory Board shall otherwise be excluded from the vote. It should be further noted that – as Section 86(7) AktG concerning the proportional gender representation on the Supervisory Board is applicable to the Company – a minimum of five seats on the Supervisory Board are to be staffed with women or with men in order to fulfil the minimum quota in accordance with Section 86(7) AktG.

Information on the website

Further information regarding the rights of shareholders pursuant to Sections 109, 110, 118 and 119 AktG are available at the Company’s website at www.verbund.com/hv, effective immediately.

Right to participation: Record date and requirements for participating in the Annual General Meeting pursuant to Section 111 AktG

Participation in the Annual General Meeting and exercising voting rights and all other shareholder rights exercised in the course of an Annual General Meeting depend (in the case of registered shares) on their registration in the share register and (in the case of bearer shares) on the ownership of shares in each case as of the end of the tenth day prior to the Annual General Meeting (record date), thus on 13 April 2018, midnight CEST. Only those who are shareholders on this record date and provide evidence of this fact to the Company or, in the case of registered shares, are registered in the share register are entitled to participate in the Annual General Meeting.

Bearer shares

As evidence of share ownership on the record date, a safe custody receipt pursuant to Section 10a AktG shall be provided to the Company no later than by the third business day prior to the Annual General Meeting, thus on 18 April 2018, midnight CEST, exclusively to the following address by one of the following communication methods:

Safe custody receipt pursuant to Section 10a AktG

The safe custody receipt must be issued by a bank maintaining the deposit domiciled in a member state of the European Economic Area or in a full member state of the OECD. It needs to contain at least the disclosures set forth in Section 10a(2) AktG:

• Information about the issuer: name/company and address or a common code used among banks (BIC),
• Information about the shareholder: name/company, address, date of birth for natural persons, or registry and registration number for legal entities, if applicable,
• Information about shares: number of shares held by the shareholder; ISIN AT0000746409,
• Securities account number or other designation, and
• Reference date or period of time of the safe custody receipt.

The safe custody receipt as evidence of share ownership for the purpose of participation in the Annual General Meeting must refer to the aforementioned record date by the end of 13 April 2018, midnight CEST (Vienna time). Safe custody receipts issued by the depositary bank may be submitted in German or English.

Registered shares

For registered shares, entry in the share register at the end of the record date is solely relevant; the shareholder is not required to provide separate evidence nor to register for the Annual General Meeting.

Option to appoint a proxy pursuant to Sections 113f AktG

Each shareholder entitled to participate in the Annual General Meeting has the right to appoint a natural or legal entity to participate as a proxy. The proxy participates in the Annual General Meeting in the name of the shareholder and has the same rights as the shareholder whom he/she represents.
 
The Company itself or members of the Executive Board or the Supervisory Board may not be appointed proxy of a shareholder.

In case a shareholder has granted power of attorney to the depositary bank, it is sufficient if the bank provides a written statement informing the Company that power of attorney was granted to the bank in addition to the safe custody receipt.

The form provided on the Company’s website at www.verbund.com/hv can be used for granting power of attorney. The power of attorney must be submitted to the Company no later than 20 April 2018, 16:00 CEST, exclusively at one of the following addresses:

On the day of the Annual General Meeting, the power of attorney is accepted at registration for the Annual General Meeting at the meeting place.

The aforementioned regulations on granting the power of attorney shall analogously apply for the revoking the power of attorney.

Independent proxy

As a special service, we offer our shareholders the possibility of exercising their voting right through an independent proxy appointed by the Company – the Interessenverband für Anleger (IVA, Austrian Shareholder Association), Feldmühlgasse 22, 1130 Vienna, office@iva.or.at, tel. +43 1 87 63 343/30. Dr. Wilhelm Rasinger (wilhelm.rasinger@iva.or.at) from Interessenverband für Anleger will represent such shareholders at the Annual General Meeting. VERBUND AG shall bear the costs for the proxy. The shareholder shall bear all other costs, specifically their own bank fees for the confirmation of holdings from the depositary bank or postage expenses.

Power of attorney can be granted to IVA using the form specially provided on the Company’s website at www.verbund.com/hv. The power of attorney must be submitted to the Company in a timely manner, exclusively at one of the following addresses:  

In case proxy is granted to the IVA, Dr. Wilhelm Rasinger will exercise the right to vote exclusively on the basis of the instructions given by the shareholder which can be indicated on a special power of attorney form. In case no instructions are given, the proxy will vote for the proposals submitted by the Executive Board and the Supervisory Board. Please note that the proxy exercising a voting right will accept no instructions on requests to speak, objecting to resolutions proposed by the Annual General Meeting or on asking questions or submitting proposals.

The proposals to be voted on are published by the Company on the website at www.verbund.com/hv.

Total number of shares and voting rights as of the date of the convening of the Annual General Meeting (Section 106(9) AktG)

As of the date of the convening of the General Meeting, the Company’s share capital amounts to EUR 347,415,686.00 and is divided into 170,233,686 ordinary bearer shares and 177,182,000 registered ordinary shares.

Each share confers the right to one vote, but with the following proviso:
Pursuant to Section 19(3) of the Articles of Association, with the exception of regional authorities and companies in which regional authorities hold an interest of at least 51%, the voting rights of each shareholder in the Annual General Meeting are restricted to 5% of the share capital, thus to 17,370,784 votes.

Admission and registration

Admission to the Annual General Meeting begins on 23 April 2018 at 9:30. Valid official photo identification must be provided at registration.

Please consider the usual security measures when planning the timing of your arrival.

Vienna, March 2018
Executive Board