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Share structure and capital disclosures

Disclosures pursuant to § 243a (1) Corporate Code (UGB)

  1. On September 30th, 2012, the share capital of EVN AG was EUR 330,000,000 and denominated in 179,878,402 no-par bearer shares. The Executive Board determines the form and content of the share certificates, profit participation certificates, renewal coupons, interim shares, interim global certificates as well as interest coupons and warrants. Shareholders are not entitled to individual share certificates. All shares have the same rights and duties.

  2. There are no restrictions on the voting rights above and beyond the general requirements of the Austrian Stock Corporation Act.

  3. On the basis of federal and provincial constitutional law requirements, the province of Lower Austria continues to be the major shareholder of EVN AG, with a stake of 51%. Lower Austria’s shareholding is formally held via its investment holding, NÖ Landes-Beteiligungsholding GmbH, St. Pölten. EnBW Energie Baden-Württemberg AG, Karlsruhe, Germany, announced in accordance with § 91 (1) Austrian Stock Exchange Law (BörseG) on November 5th, 2010 that it did not exercise its subscription rights in connection with the capital increase that was recorded in the Commercial Register on October 30th, 2010 and hence that its shareholdings fell below the threshold of 35% of the voting shares in EVN AG but not below the threshold of 30% of the voting shares in EVN AG as of the date on which the abovementioned capital increase was recorded.

    As at September 30th, 2012, EVN AG owned a total of 877,622 treasury shares or 0.49% of the company’s share capital (September 30th, 2011: 398,260 shares or 0.22% of the share capital). The purchase of treasury shares held by the company on the balance sheet date took place on the basis of the share buyback programmes authorised at the 79th and 83rd Annual General Meetings of EVN AG, which were held on January 17th, 2008 and January 19th, 2012 respectively.

    On May 30th, 2012, the Executive Board of EVN AG decided based on an authorising resolution of the 83rd Annual General Meeting of the shareholders of the EVN AG to acquire its own non-par value bearer shares in the company. It is intended to buy back up to 1,000,000 shares, representing up to 0.56% of the current share capital, on the Vienna Stock Exchange. The share buyback is primarily designed to improve the supply and demand of the EVN share on the Vienna Stock Exchange. Trading with own shares for profit-making purposes is excluded. The share buyback programme began on June 6th, 2012, and will end on December 31st, 2012, at the latest.

    The Executive Board of EVN AG resolved on June 6th, 2012, to release a maximum of 190,000 of its own shares (or a maximum of 0.11% of the company’s share capital) to employees of the company as well as employees of specified subsidiaries instead of the planned special payment stipulated in an agreement concluded with employee representatives. On August 8th, 2012, a total of 75,168 shares, or 0.04% of the share capital, were transferred into the possession of employees off-market. The remaining shares are in free float. There is no share option programme at EVN AG at the present time.

  4. No shares with special control rights were issued.

  5. Employees who own shares may exercise their voting rights at the Annual General Meeting.

  6. The Executive Board consists of three members appointed and dismissed by the Supervisory Board. In that connection, besides the requirements of the Austrian Stock Corporation Act, EVN must comply in particular with the Austrian law governing the filling of positions, which stipulates that job vacancies must be publicly advertised.

  7. There is no authorisation granted to the Executive Board pursuant to § 243a (7) Corporate Code (UGB).

  8. The company is not party to any agreements regarding a change of control in the event of takeovers.

  9. There are no severance agreements to the benefit of the members of any corporate bodies or employees in the event of a public takeover offer pursuant to § 243a (9) Corporate Code (UGB).

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