Share structure and capital disclosures
Disclosures required by § 243a (1) of the Austrian Commercial Code
- The share capital of EVN AG totalled EUR 330,000,000 as of 30 September 2014 and was divided into 179,878,402 zero par value bearer shares. An amendment to Austrian company law (“Gesellschaftsrechts-Änderungsgesetz 2011“) still allows listed companies to issue bearer shares, but requires these shares to be securitised in one or more collective instruments. Consequently, previously issued individual shares (effective share certificates) held privately or in an individual securities account were replaced by a collective instrument during the period from March to June 2013; this collective instrument is deposited at Österreichische Kontrollbank. Shares that were not exchanged by the end of this period on 10 June 2013 were declared as void. This declaration resulted in the suspension of the right to dividend payments and the right to participate in the Annual General Meeting – until the shareholder presents his /her effective shares and designates a securities depository account. The shareholder status remains unchanged. The Executive Board is responsible for determining the form and content of the share certificates. Shareholders are not entitled to the issue of individual share certificates. There is only one class of shares, and all shares carry the same rights and duties.
- There are no restrictions on voting rights above and beyond the general requirements of the Austrian Stock Corporation Act.
In accordance with Austrian federal and provincial constitutional law, the province of Lower Austria is the major shareholder of EVN AG with a stake of 51%. This shareholding is formally held by NÖ Landes-Beteiligungsholding GmbH, St. Pölten, which is a subsidiary of the province of Lower Austria. The second largest shareholder of EVN AG, EnBW Trust e.V., Karlsruhe, Germany, reported on 20 December 2013 in accordance with § 91 (1) of the Austrian Stock Exchange Act that it had received 58,406,180 shares of EVN AG as a transfer in trust from Energie Baden-Württemberg AG, Karlsruhe, Germany. This transfer increased the investment held by EnBW Trust e.V. to more than 30% but less than 35% of the voting rights in EVN AG.
As of 30 September 2014, EVN AG held 1,939,992 treasury shares, which represent 1.08% of the company’s share capital (previous year: 1,843,612 shares or 1.02% of share capital). The purchase of the treasury shares held as of the balance sheet date was based on the share buyback programmes approved by the 79th, 83rd and 85th Annual General Meetings of EVN AG on 17 January 2008, 19 January 2012 and 16 January 2014, respectively. On 16 January 2014, the Executive Board of EVN AG decided to repurchase up to 1,000,000 of the company’s shares, or up to 0.56% of share capital, over the Vienna Stock Exchange. This decision was based on an authorisation of the 85th Annual General Meeting. The share buyback programme was extended on 30 September 2014 and is expected to end on 30 June 2015; the extension covers the purchase of up to an additional 1,000,000 of the company’s shares. The main purpose of the share buyback is to improve the supply of and demand for EVN share on the Vienna Stock Exchange, while trading in treasury shares for profit-making purposes is excluded. On 17 June 2014, the Executive Board of EVN AG decided to reclassify up to 173,000 treasury shares (maximum 0.095% of share capital) for distribution to the employees of the company or certain subsidiaries in place of a special payment required by a works agreement. A total of 67,620 shares, or 0.04% of the share capital of EVN AG, were transferred to these employees off-market on 5 August 2014. The remaining shares represent free float. EVN AG does not have a stock option programme at the present time.
- EVN AG has not issued any shares with special control rights.
- Employees who own shares in EVN AG may exercise their voting rights at the Annual General Meeting.
- The Executive Board consists of two members who are appointed and can be dismissed by the Supervisory Board. In selecting persons for appointment to the Executive Board, EVN AG must comply with the provisions of the Austrian Stock Exchange Act and, as a consequence of its ownership structure, must also meet the requirements of Austrian recruitment regulations, which call for the public tender of such positions.
- The Executive Board has not been granted any authorisations as defined in § 243a (1) no. 7 of the Austrian Commercial Code.
- The company is not party to any change of control agreements that would take effect in the event of a takeover.
- There are no agreements to provide compensation to the members of corporate bodies or employees in the event of a public takeover as defined in § 243a (1) no. 9 of the Austrian Commercial Code.