Audit

EVN’s Audit Department reports directly to the Executive Board, and to the Audit Committee of the Supervisory Board. It is responsible for overseeing auditing and controlling for processes and business units throughout the EVN Group. Separate auditing departments were set up at EVN’s two subsidiaries in Bulgaria and Macedonia. Any problem areas discovered by the internal technical and financial audits were reported to the audited business units, and improvement measures were proposed. The implementation of the measures approved by EVN’s management was evaluated within the context of the so-called “follow up process”. Serious deficiencies which could threaten the strategy and objectives of the Group were not identified.

Risk management of EVN

The objective of the risk management system of EVN as an internationally operating company is to safeguard its current and future earnings potential. Centrally managed, two-stage risk controlling is the basis for recording and analysing risks. This provides the responsible employees of the EVN Group with methods and tools to identify and evaluate risks. The respective operative business units, which are also responsible for risk management, communicate their risk exposures to the central risk management team, which in turn classifies, analyses and evaluates risks in a cross-functional manner. Moreover, measures to minimise corporate risks are also registered and their implementation is monitored. The two-stage process of risk management is supported by unified, Group-wide guidelines and carried out throughout the Group on an ongoing basis. The resulting risk analysis is conveyed to the Executive Board and the respective managing directors at regular intervals by the Group Risk committee. A detailed presentation of EVN’s risk situation can be found in the Management report of the 2011/12 financial year.

Issuer’s compliance

In fulfilling the regulations stipulated in the Austrian Stock Corporation Act and the Stock Exchange Act, the Austrian Compliance Code for the issuers of securities and the Directive of the European Parliament on insider dealing and market manipulation, EVN has developed a comprehensive set of rules designed to prevent the misuse of insider information. 19 permanent and five ad-hoc areas of EVN’s business have been designated as strictly confidential. The affected employees are continually given extensive training. In line with the Austrian Stock Exchange Act, compliance and confidentiality are monitored and evaluated by a specially-designated compliance officer, reporting directly to the Executive Board. In the 2011/12 financial year, the ongoing monitoring carried out by the compliance officer did not reveal any deficiencies.

EVN Code of Conduct

EVN attaches the greatest importance to the integrity and law-abiding behaviour of all its employees as well as its business partners. As an internationally operating energy and environmental services company, the management and employees of EVN have a far-reaching responsibility and role model function both in Austria and abroad. For this reason, the EVN Code of Conduct was developed to define and summarise the principles and guidelines underlying responsible action for people of integrity. The EVN Code of Conduct was developed within the context of a Group-wide process which took place in the 2008/09 financial year by integrating EVN’s CSR organisation. This process was supported by external experts. Following the approval of the Central Works Council, it was formally passed by the company’s corporate bodies in July 2009. In September 2012 the Code of Conduct was adapted to reflect the changed legal situation. This took place in connection with the conception on the implementation of a comprehensive compliance management system.

This is available on the EVN Intranet at www.evn.at/codeof-conduct.aspx. The structure of this code of conduct is oriented to EVN’s different stakeholder groups. It is designed to assist all employees to implement EVN’s values in their day-to-day business activities.

Evaluation by KPMG Austria regarding the compliance of EVN with the Austrian Corporate Governance Code

The report of KPMG Austria AG Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, regarding the evaluation of the declaration of the Executive and Supervisory Boards of EVN AG, Maria Enzersdorf, concerning compliance with the ACGC is available at www.investor.evn.at.

Maria Enzersdorf, November 15th, 2012

Peter Layr Spokesman of the Executive Board	Stefan Szyszkowitz Member of the Executive Board	Herbert Pöttschacher Member of the Executive Board