EQS-AGM: VERBUND AG: Notice to convene the 76th Annual General Meeting
EQS-News: VERBUND AG / Announcement of the Convening of the General Meeting
VERBUND AG: Notice to convene the 76th Annual General Meeting
24.03.2023 / 09:02 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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VERBUND AG
Vienna, Austria
FN 76023 z, ISIN AT0000746409
(“Company”)
Notice to convene the 76th Annual General Meeting of
VERBUND AG
on Tuesday, 25 April 2023 at 10:30 a.m. CEST (Vienna time)
in Messe Wien Exhibition & Congress Center, Messeplatz 1, 1020 Vienna, Austria
I. AGENDA
1. Presentation of the approved 2022 annual financial statements, including the
Executive Board’s management report and the Corporate Governance Report;
presentation of the consolidated financial statements, including the Group
management report; and presentation of the proposal for the distribution of
profits and the report of the Supervisory Board for financial year 2022;
2. Resolution to formally approve the appropriation of the net profit reported in
the 2022 annual financial statements;
3. Resolution to formally approve the actions of the members of the Executive Board
for financial year 2022;
4. Resolution to formally approve the actions of the members of the Supervisory
Board for financial year 2022;
5. Appointment of the auditor and the Group auditor for financial year 2023;
6. Resolution on the (revised) remuneration policy for the Executive Board of
VERBUND AG.
7. Resolution on the (revised) remuneration policy for the Supervisory Board of
VERBUND AG.
8. Resolution to formally approve the remuneration report governing the remuneration
of the members of the Executive Board and Supervisory Board of VERBUND AG for
financial year 2022;
9. Elections to the Supervisory Board
II. INFORMATION ON THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE
WEBSITE
Particularly the following documents will be made available on the Company’s website
at www.verbund.com and
https://www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2023
from no later than 4 April 2023 pursuant to Section 108(3) and (4) of the Austrian
Stock Corporation Act (Aktiengesetz, AktG):
• Integrated Annual Report 2022, including:
• Consolidated Corporate Governance Report;
• Group management report;
• Report on non-financial information (NFI Report);
• Consolidated financial statements;
• Annual Report 2022, including:
• Report of the Supervisory Board;
• Management report;
• Annual financial statements;
• Proposal for the distribution of profits;
• Motions for agenda items 2 through 9 with remuneration policy for the Executive
Board and remuneration policy for the Supervisory Board as well as remuneration
report;
• Nomination of the candidates for the elections to the Supervisory Board on agenda
item 9 in accordance with Section 87(2) of the Austrian Stock Corporation Act
(AktG), including curriculum vitae;
• Proxy agreement form;
• Proxy agreement form and instructions to the independent proxy (IVA);
• Form for revoking proxy agreement; and
• The complete text of this notice to convene.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATING IN THE ANNUAL GENERAL MEETING
The right to participate in the Annual General Meeting and to exercise voting rights
and all other shareholder rights applicable at this Annual General Meeting depends,
in case of registered shares, on whether they have been entered in the share register
and/or, in the case of bearer shares, on the status of share ownership at 11:59 p.m.
CEST (Vienna time) on 15 April 2023 (record date).
Only those persons who are shareholders as at aforesaid record date and evidence same
to the Company or, in the case of registered shares, whose names have been entered 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 of the Austrian Stock Corporation Act (AktG) must be submitted to the
Company by no later than 11:59 p.m. CEST (Vienna time) on 20 April 2023. The
submission must be made via one of the following communication channels:
By mail or courier: VERBUND AG
Corporate Office, attn.: Dr. Andreas Bräuer
Am Hof 6a, 1010 Vienna, Austria
By e-mail: An electronic document in PDF format bearing a qualified electronic
signature:
anmeldestelle@computershare.de
or by SWIFT: COMRGB2L
(Message Type MT598 or MT599; ISIN AT0000746409 must be referenced in the body of
the message)
Submissions are also welcome in advance in text form:
by e-mail: [1]anmeldestelle@computershare.de
(Please submit safe custody receipts in PDF format.)
Shareholders are requested to contact their custodial bank to arrange for issuance
and transmission of a safe custody receipt.
The record date has no effect on the saleability of the shares and is not relevant to
the dividend entitlement.
Safe custody receipt pursuant to Section 10a of the
Austrian Stock Corporation Act (AktG)
The safe custody receipt must be issued by a custodial bank domiciled in a member
state of the European Economic Area (EEA) or a full member state of the OECD and must
include the following information (Section 10a(2) of the Austrian Stock Corporation
Act (AktG)):
• Information on the issuer: name/company name and address, or a code used commonly
in intrabank transactions (SWIFT);
• Information on the shareholder: name/company name, address, date of birth for
natural persons or registry and registration number for legal entities, if
applicable;
• Information on the shares: number of shares held by the shareholder,
ISIN AT0000746409 (international securities identification number);
• Securities/custody account number or other designation; and
• Date or period of time to which the safe custody receipt refers.
The safe custody receipt, as evidence of share ownership for the purpose of
participation in the Annual General Meeting, must be dated prior to the end of the
record date at 11:59 p.m. CEST (Vienna time) on 15 April 2023.
Safe custody receipts may be submitted in German or English.
Registered shares
For registered shares, only the entry in the share register at the end of the record
date is relevant; the shareholder is not required to provide separate evidence or to
register for the Annual General Meeting.
IV. OPTION TO APPOINT A PROXY (AUTHORISED REPRESENTATIVE) IN ACCORDANCE WITH
SECTIONS 113 ET SEQ. OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)
Any shareholder who is entitled to participate in the Annual General Meeting has the
right to appoint a natural or legal person to serve as their proxy (authorised
representative).
The authorised representative shall participate in the Annual General Meeting on
behalf of the relevant shareholder and shall have the same rights as the shareholder
they represent.
The Company itself as well as the members of its Executive Board or Supervisory Board
cannot be appointed to serve as a shareholder’s authorised representative(s).
If a shareholder appoints their custodial bank to serve as their authorised
representative, the custodial bank only needs to submit a statement regarding its
appointment as an authorised representative to the Company in addition to the safe
custody receipt.
A proxy agreement may be issued both prior to and during the Annual General Meeting.
The form made available on the Company website at [2] www.verbund.com, or at
https://www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2023
may be used to issue a proxy agreement. The proxy agreement must be received by the
Company by no later than 4:00 p.m. CEST (Vienna time) on 24 April 2023 solely at one
of the addresses specified below unless it is submitted in person at the registration
desk on the day of the Annual General Meeting:
By mail or courier: VERBUND AG
Corporate Office, attn.: Dr. Andreas Bräuer
Am Hof 6a, 1010 Vienna, Austria
By e-mail: [3]anmeldestelle@computershare.de
or by SWIFT: COMRGB2L
Message Type MT598 or MT599
Shareholders may still exercise their rights at the Annual General Meeting in person
even after they have concluded a proxy agreement. A shareholder’s appearance at the
Annual General Meeting in person shall be deemed to revoke a previously concluded
proxy agreement.
On the day of the Annual General Meeting, a proxy agreement may be submitted at the
registration desk located at the site of the Annual General Meeting.
The aforementioned regulations on the issuance of a proxy agreement apply mutatis
mutandis to any revocation of the proxy agreement.
Independent proxy
We offer our shareholders the option to have an independent proxy (authorised
representative) appointed by the Company – specifically, the Austrian Shareholder
Association (Interessenverband für Anleger, IVA), Feldmühlgasse 22, 1130 Vienna,
Austria, [4]office@iva.or.at, phone: +43 1 87 63 343/30 – to exercise their voting
right in their name.
Dr. Michael Knap (michael.knap@iva.or.at) of the IVA shall represent the relevant
shareholders in the Annual General Meeting. VERBUND AG shall bear the cost of this
proxy appointment. All other costs, particularly shareholders’ own bank fees for the
safe custody receipt or mailing costs, shall be borne by the respective shareholders
themselves.
The specific form made available on the Company website – www.verbund.com or
https://www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2023 –
for appointing the IVA to serve as proxy (authorised representative) may be used for
this purpose. The proxy agreement must be received in due time solely at one of the
following addresses:
By mail or courier: Dr. Michael Knap, c/o Interessenverband für Anleger (IVA),
Feldmühlgasse 22, 1130 Vienna, Austria
or by e-mail: anmeldestelle@computershare.de
If the IVA is appointed to serve as an authorised representative, Dr. Michael Knap
shall exercise the relevant shareholder’s voting right solely in accordance with the
shareholder’s instructions which may be checked on the special proxy agreement form.
If no instructions have been checked, the authorised representative shall vote for
the voting recommendations of the Executive Board and the Supervisory Board. Please
note that the proxy does not accept instructions regarding requests to speak,
requests to lodge objections to resolutions of the Annual General Meeting or requests
to ask questions or file applications.
The Company publishes the voting recommendations on its website at www.verbund.com
and
https://www.verbund.com/en-at/about-verbund/investor-relations/general-meeting/2023 .
V. INFORMATION ON SHAREHOLDER RIGHTS PURSUANT TO SECTIONS 109, 110, 118 AND 119 OF
THE AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda by shareholders pursuant to Section 109 of the Austrian
Stock Corporation Act (AktG)
Shareholders whose individual or aggregate shareholding equals 5% of the share
capital and who have held such shares for a period of at least three months prior to
submitting a request may request in writing that additional items be added to the
agenda of this Annual General Meeting and be made public. Any such request must be
received by the Company in written form (by mail or courier) by no later than 11:59
p.m. CEST (Vienna time) on 4 April 2023. Requests may only be sent via one of the
following channels: by mail (VERBUND AG, Corporate Office, attn.: Dr. Andreas Bräuer,
Am Hof 6a, 1010 Vienna, Austria), by e-mail (consisting of an electronic document in
PDF format bearing a qualified electronic signature and sent to:
anmeldestelle@computershare.de), or by SWIFT (COMRGB2L, Message Type MT598 or MT599;
ISIN AT0000746409 must be referenced in the body of the message).
Each agenda item so requested must be accompanied by a motion, including a statement
of reasons. A German version of the agenda item and the motion submitted must also be
provided; however, this does not apply to the statement of reasons. Evidence of
shareholder status must be provided by means of a safe custody receipt pursuant to
Section 10a of the Austrian Stock Corporation Act (AktG) confirming that the
shareholders making the request held their shares for at least three months prior to
submitting such request. The safe custody receipt may be no more than seven days old
at the time it is submitted to the Company. Multiple safe custody receipts for shares
comprising an aggregate shareholding of 5% must bear identical date/time stamps.
With respect to the other requirements applicable to safe custody receipts, please
refer to the information on participation rights (item III of this notice to
convene).
2. Motions on agenda items put forward by shareholders in accordance with Section 110
of the Austrian Stock Corporation Act (AktG)
Shareholders whose individual or aggregate shareholding equals 1% of the share
capital may submit motions in text form as defined in Section 13(2) of the Austrian
Stock Corporation Act (AktG), including a statement of reasons, on each agenda item
and may request that any such motions, along with the names of the relevant
shareholders, the statement of reasons to be attached and any comments by the
Executive Board or the Supervisory Board, be made available on the Company website as
listed in the commercial register, provided such request is received by the Company
by no later than 11:59 p.m. CEST (Vienna time) on 14 April 2023 in text form as
defined in Section 13(2) AktG either by mail addressed to the attention of
Dr. Andreas Bräuer, VERBUND AG, Corporate Office, Am Hof 6a, 1010 Vienna, Austria, or
by e-mail addressed to hv@verbund.com.; in the latter case the request shall be
attached to the e-mail as a PDF. If the text form pursuant to Section 13(2) of the
Austrian Stock Corporation Act (AktG) is required, the relevant declaration must be
made on paper or in another manner suitable for its permanent reproduction in
writing, the person making the declaration must be named and completion of the
declaration must be evidenced through reproduction of a signature or in another
manner. A German version of the proposed motion must also be provided; however, this
does not apply to the statement of reasons.
Where candidates are being nominated for election to the Supervisory Board, the
declaration of the nominated persons pursuant to Section 87(2) of the Austrian Stock
Corporation Act (AktG) shall take the place of the statement of reasons.
In case of bearer shares, evidence of shareholder status must be provided by means of
a safe custody receipt pursuant to Section 10a of the Austrian Stock Corporation Act
(AktG). The safe custody receipt may be no more than seven days old at the time it is
submitted to the Company. If multiple shareholders are needed to reach the 1%
shareholding requirement, all of the shareholders’ safe custody receipts must bear
identical date/time stamps.
For registered shares, entry in the share register is the deciding factor and the
shareholder is not required to provide separate evidence.
With respect to the other requirements applicable to safe custody receipts, please
refer to the information on participation rights (item III of this notice to
convene).
3. Statements in accordance with Section 110(2) sentence 2 of the Austrian Stock
Corporation Act (AktG) in conjunction with Section 86(7) and (9) AktG
The Company is making the following statements with regard to agenda item 9,
“Elections to the Supervisory Board”, and the possibility that a corresponding
nomination will be made by shareholders pursuant to Section 110 of the Austrian Stock
Corporation Act (AktG):
Pursuant to Article 10(1) of the Articles of Association of VERBUND AG, the
Supervisory Board comprises up to twelve members (elected by the Annual General
Meeting).
Following the election of Supervisory Board members by the 75th Annual General
Meeting on 25 April 2022, the Supervisory Board comprised ten members elected by the
Annual General Meeting and five members delegated by the Works Council.
Section 86(7) of the Austrian Stock Corporation Act (AktG) is applicable to
VERBUND AG.
The Supervisory Board of VERBUND AG currently comprises ten members elected by the
Annual General Meeting (shareholder representatives) and five members delegated by
the Works Council in accordance with Section 110 of the Austrian Labour
Constitution Act (Arbeitsverfassungsgesetz, ArbVG) (employee representatives). Of the
ten shareholder representatives, six are men and four are women; of the five employee
representatives, two are men and three are women.
No objection pursuant to Section 86(9) of the Austrian Stock Corporation Act (AktG)
has been raised and the minimum percentage pursuant to Section 86(7) of the Austrian
Stock Corporation Act (AktG) is therefore complied with in its entirety.
4. Shareholders’ right to information pursuant to Section 118 of the Austrian Stock
Corporation Act (AktG)
Every shareholder must be provided with information on matters of the Company upon
request during the Annual General Meeting to the extent that such information is
necessary to allow proper assessment of an agenda item. The right to information also
extends to legal relationships between the Company and an affiliated company as well
as the position of the Group and the companies included in the consolidated financial
statements.
The provision of information may be refused if – based on a reasonable
entrepreneurial 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.
The exercise of shareholders’ right to information requires evidence of the right to
participate (item III of this notice to convene).
Requests for information must be presented verbally at the Annual General Meeting,
but they may also be submitted in writing.
Questions the responses to which require extensive preparation may be submitted in
text form to the Executive Board in a timely manner prior to the Annual General
Meeting in order to maintain meeting efficiency. The relevant questions may be sent
to the Company by e-mail to [5]fragen.hauptversammlung@verbund.com.
5. Shareholder motions during the Annual General Meeting in accordance with
Section 119 of the Austrian Stock Corporation Act (AktG)
Every shareholder has the right – regardless of their specific shareholding – to file
motions on each agenda item during the Annual General Meeting. If several motions
have been filed with regard to an agenda item, the chairperson shall determine the
voting sequence in accordance with Section 119(3) of the Austrian Stock Corporation
Act (AktG).
This requires evidence of the right to participate in accordance with item III of
this notice to convene.
However, any shareholder motion regarding the election of a Supervisory Board member
is predicated on timely transmission of a motion pursuant to Section 110 of the
Austrian Stock Corporation Act (AktG): candidates for election to the Supervisory
Board may only be proposed by shareholders whose aggregate shareholdings equal 1% of
the share capital. Any such nominations must be received by the Company by no later
than 11:59 p.m. CEST (Vienna time) on 14 April 2023 in the manner described above. In
accordance with Section 87(2) of the Austrian Stock Corporation Act (AktG), the
declaration of the relevant candidate regarding their specialised qualifications,
their professional or comparable roles as well as any circumstances that could give
rise to concerns of bias must be attached to all nominations. Absent such
information, the shareholder motion regarding the election of a Supervisory Board
member may not be considered in the voting. As Section 86(7) of the Austrian Stock
Corporation Act (AktG) concerning the proportional gender representation on the
Supervisory Board applies to the Company, note furthermore that at least five seats
each on the Supervisory Board must be allocated to women and to men in order to
fulfil the minimum quota requirement pursuant to Section 86(7) of the Austrian Stock
Corporation Act (AktG).
6. Information for shareholders on data processing
VERBUND AG, Am Hof 6a, 1010 Vienna, Austria, is the party responsible (data
controller) for processing shareholders’ personal data.
VERBUND AG processes the personal data of its shareholders – in particular that
pursuant to Section 10a(2) of the Austrian Stock Corporation Act (AktG), i.e. name,
address, date of birth, bank details, securities custody account number, number of
shares held by the shareholder, share class (if applicable), voting card number, and,
if applicable, name, address and date of birth of the proxy (authorised
representative) as well as the voting record and other actions of the shareholder
during the Annual General Meeting as recorded in the minutes – in accordance with the
applicable data protection regulations, in particular, the EU General Data Protection
Regulation (GDPR), the Austrian Data Protection Act and the Austrian Stock
Corporation Act (AktG).
The personal data of shareholders are processed in order to enable shareholders to
exercise their rights at the Annual General Meeting.
VERBUND AG receives the personal data from the shareholders or from the respective
custodial bank (data pursuant to Section 10a(2) of the Austrian Stock Corporation Act
(AktG)).
The processing of the personal data of shareholders or of their authorised
representatives is absolutely necessary to enable shareholders and their
representatives to participate in the Annual General Meeting pursuant to the Austrian
Stock Corporation Act (AktG). Accordingly, the legal basis for data processing is
Article 6(1) lit. c of the GDPR.
VERBUND AG uses service companies and order processors such as IT and back office
service providers for the purpose of organising the Annual General Meeting. These
parties are only furnished with such personal data from VERBUND AG as is required to
carry out the contracted service, and they process the data solely on the basis of a
an agreement under data protection law.
If a shareholder or their authorised representative takes part in the Annual General
Meeting, all attending shareholders or their authorised representatives, the members
of the Executive Board and the Supervisory Board, the notary and all other authorised
persons may view the legally required list of participants (Section 117 of the
Austrian Stock Corporation Act (AktG)) and thus also obtain access to the personal
data specified 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
of the Austrian Stock Corporation Act (AktG)). Notaries receive the personal data
necessary to meet these statutory obligations.
Data on shareholders and their representatives are deleted and/or anonymised as soon
as the data are no longer required for the purposes for which they were collected and
processed, and as long as no other legal obligations require further retention
thereof. Documentation and retention obligations arise in particular on the basis of
corporate, stock and takeover law, from legislation on taxes and duties and from
money laundering regulations. In the event that legal claims are asserted by
shareholders against VERBUND AG or conversely by VERBUND AG against shareholders, the
retention of personal data serves the purpose of investigating and asserting such
claims in individual cases. In the context of legal proceedings involving civil
lawsuits, this may result in the data being retained for the duration of the period
of limitation plus the duration of the legal proceedings until their final and
binding conclusion.
All shareholders and all authorised representatives are at all times entitled to
exercise any of their rights to information, rectification, restriction, objection or
deletion 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
e-mail to the data protection officer at [6]datenschutz@verbund.com or by way of the
following points of contact:
VERBUND AG
Am Hof 6a
1010 Vienna, Austria
Furthermore, shareholders have the right to lodge a complaint with the supervisory
authority for data protection as defined in Article 77 of the GDPR.
VI. ADDITIONAL INFORMATION AND INSTRUCTIONS
1. Total number of shares and voting rights
As at the date of this notice to convene the Annual General Meeting, the Company’s
share capital was €347,415,686 and was divided into 170,233,686 ordinary bearer
shares and 177,182,000 ordinary registered shares.
Each share confers the right to one vote at the Annual General Meeting, subject to
the following, however:
Pursuant to Article 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, and thus to 17,370,784 votes.
2. Entry and registration
Entry to the Annual General Meeting begins on 25 April 2023 at 9:30 a.m. Valid,
official photo ID must be presented for verification purposes at the time of
registration. A person may be denied entry if they cannot verify their identity.
If you are attending the Annual General Meeting as an authorised representative,
please also present the proxy agreement form along with your photo ID. If you have
already submitted the original of the proxy agreement form to the Company, please
present a copy thereof to facilitate your being granted entry.
3. Safety controls and prohibition of weapons
Please allow enough time for what are by now customary safety checks such as personal
identity verification as well as inspections of bags and backpacks.
Persons in possession of dangerous items suitable for committing violence against
people or objects – such as firearms, knives, pepper spray or the like – shall be
allowed entry to the Annual General Meeting only if they leave the dangerous items
with the security personnel.
Vienna, March 2023 The Executive Board
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24.03.2023 CET/CEST
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Language: English
Company: VERBUND AG
Am Hof 6A
1010 Wien
Austria
Phone: 0043-1-53113-52604
Fax: 0043-1-53113-52694
E-mail: investor-relations@verbund.com
Internet: www.verbund.com
ISIN: AT0000746409
WKN: 877738
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1591159 24.03.2023 CET/CEST
References
Visible links
1. mailto:anmeldestelle@
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=9355c2fb48b61749099653a550d39913&application_id=1591159&site_id=apa_ots_austria&application_name=news
3. anmeldestelle@computershare.de
4. office@iva.or.at
5. andreas.braeuer@verbund.com
6. datenschutz@verbund.com
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