Convening of the 72nd Annual General Meeting of VERBUND AG
on Tuesday, 30 April, 2019, at 10:30 a.m. at Haus der Industrie, Großer Festsaal, 1030 Vienna, Schwarzenbergplatz 4
We hereby invite our shareholders to the 72nd Annual General Meeting of VERBUND AG
on Tuesday, 30 April, 2019, at 10:30
at Haus der Industrie, Großer Festsaal, 1030 Vienna, Schwarzenbergplatz 4.
A g e n d a
- Presentation of the approved 2018 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 2018.
- Resolution on the appropriation of the net profit reported in the 2018 annual financial statements.
- Resolution on the approval of the actions of the members of the Executive Board for financial year 2018.
- Resolution on the approval of the actions of the members of the Supervisory Board for financial year 2018.
- Appointment of the auditor and the Group auditor for financial year 2019.
- Elections to the Supervisory Board.
Documents for the Annual General Meeting
- integrated annual report,
- annual financial statements and management report,
- corporate governance report,
- consolidated financial statements and Group management report,
- proposal for the distribution of profits,
- report of the Supervisory Board,
- proposals of the Executive Board and Supervisory Board concerning agenda items 2 through 6,
- declarations for the elections to the Supervisory Board pursuant to Section 87(2) AktG including curriculum vitae (agenda item 6),
- form for granting power of attorney,
- form for revoking power of attorney, and
- the 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
By mail or courier:
|
VERBUND AG Corporate Office, att. Dr. Andreas Bräuer Am Hof 6a, 1010 Vienna, Austria |
By email: |
an electronic document in PDF format with a qualified electronic signature: anmeldung.verbund@hauptversammlung.at |
Or by SWIFT:
|
GIBAATWGGMS
|
Shareholder resolution proposals to the agenda
By mail or courier:
|
VERBUND AG Corporate Office, att. Dr. Andreas Bräuer Am Hof 6a, 1010 Vienna, Austria |
By fax: | +43 (0)50 313-154010 |
Or by email:
|
hv@verbund.com, including the written request as an email |
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
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 of the Austrian Labour Constitution Act (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, two are women. There is no objection pursuant to Section 86(9) AktG against total fulfilment of the quota by the shareholder representatives or the employee representatives.
In the event of a shareholder nomination submitted pursuant to Section 110 AktG to the agenda item 6 “Candidate nomination for elections to the Supervisory Board”, it should be taken into account that, in the event that the nomination is accepted, at least 5 of the 15 seats on the Supervisory Board are held by women.
Right to information
The information may be refused if – based on a reasonable economic assessment – such information could cause material damage to the Company or one of its affiliated companies or if provision of such information would be a criminal offence.
To help expedite the progress of the meeting, questions requiring lengthier preparation may be submitted to the Executive Board in writing in a timely manner before the Annual General Meeting. Questions can be submitted to the Company by email to andreas.braeuer@verbund.com.
Proposing motions during the Annual General Meeting
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 18 April 2019 (12:00 midnight, CEST, Vienna time). 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. If these are not included with the nomination, the shareholder request to nominate a candidate for election to the Supervisory Board will 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
Right to participation: record date and requirements for participating in the Annual General Meeting pursuant to Section 111 AktG
Bearer shares
By mail or courier: |
VERBUND AG |
By email: |
an electronic document in PDF format with a qualified |
By SWIFT: | GIBAATWGGMS message type MT598 or MT599; for shares, indicate ISIN AT0000746409 in text. |
Submissions are also welcome |
by fax: +43 (0)1 8900500-70 or by regular email: anmeldung.verbund@hauptversammlung.at (Safe custody receipts must be in PDF format.) |
Safe custody receipt pursuant to Section 10a AktG
- Information about the issuer: name/company and address or a common code used for transactions between 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 20 April 2019, midnight CEST (Vienna time). Safe custody receipts issued by the depositary bank may be submitted in German or English.
Registered shares
Option to appoint a proxy pursuant to Section 113 AktG et seq
The Company itself or members of the Executive Board or the Supervisory Board may not be appointed proxy of a shareholder.
Power of attorney can be granted prior to or during the Annual General Meeting.
By mail or Courier: |
VERBUND AG |
By fax: | +43 (0)1 8900500-70 |
By email: | anmeldung.verbund@hauptversammlung.at |
Or by SWIFT: |
GIBAATWGGMS |
The aforementioned regulations on granting the power of attorney shall analogously apply for the revoking the power of attorney.
Independent proxy
Power of attorney can be granted to IVA using the form provided for this purpose on the Company’s website at www.verbund.com/hv. The power of attorney must be submitted to the Company in a timely manner and exclusively at one of the following addresses:
By mail or courier: |
Dr. Wilhelm Rasinger c/o Interessenverband für Anleger (IVA), |
By fax: | +43 (0)1 8900500-70 |
Or by email: |
The proposals to be voted on are published by the Company on the website at www.verbund.com/hv.
Information on data protection for shareholders of VERBUND AG
The personal data of shareholders is processed in order to enable shareholders to exercise their rights at the Annual General Meeting.
The processing of the personal data of shareholders is absolutely necessary for the participation of shareholders and their representatives in the Annual General Meeting pursuant to the Austrian Stock Corporation Act. Accordingly, the legal basis for processing is Article 6(1) lit c GDPR.
If a shareholder takes part in the Annual General Meeting, all shareholders and their representatives who are present, the members of the Executive Board and Supervisory Board, the notary and all other persons authorised to participate are allowed to view the legally required list of participants (Section 117 AktG) and thus also see the personal data included in the list (e.g. name, place of residence, shareholding). VERBUND AG is also legally obliged to submit personal shareholder data (especially the list of participants) to the commercial register as part of the notarial record (Section 120 AktG).
Shareholders and representatives are at all times entitled to exercise any of the rights of access, rectification, restriction, objection and erasure with regard to the processing of their personal data as well as to exercise their right to data portability in accordance with chapter III of the GDPR. Shareholders may assert these rights against VERBUND AG free of charge by sending an email to the data protection officer datenschutz@verbund.com or by way of the following point of contact:
Am Hof 6a,
1010 Vienna
T: +43 (0)50 313-0
Total number of shares and voting rights as of the date of the convening of the Annual General Meeting (Section 106(9) AktG)
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
If you are attending the Annual General Meeting as a proxy, please bring the power of attorney with you in addition to your photo identification. If the original power of attorney has already been sent to the Company, having a copy of the power of attorney with you will expedite the admission process.
Executive Board