EQS-CMS: EVN AG: Other admission duties to follow

EQS-CMS: EVN AG: Other admission duties to follow

EQS Post-admission Duties announcement: EVN AG / Publication according to
§ 119 (9) BörseG
EVN AG: Other admission duties to follow

25.05.2022 / 17:57
Dissemination of a Post-admission Duties announcement transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Report of the Management Board of EVN AG with its registered office in
Maria Enzersdorf (FN 72000h) on the intended disposal of own shares dated
25/5/2022 

The Management Board of EVN AG („Company“ or „EVN“) with its registered
office in Maria Enzersdorf submits the following report to the Company’s
shareholders on the intended transfer of own shares of the Company to
employees of the Company and of affiliated companies of the Company. 

1. The Share Offering 

The Company as the universal legal successor of NIOGAS
Niederösterreichische Gaswirtschafts-Aktiengesellschaft and of
Niederösterreichische Elektrizitätswirtschafts-Aktiengesellschaft NEWAG as
well as Netz Niederösterreich GmbH and EVN Wasser GmbH as affiliated
companies of the Company are obligated parties under the Shop Agreement
No. 3/1973 („Shop Agreement“) entered into on 30/05/1973 and terminated on
31/03/1996. On basis of the Shop Agreement, a total of 636 employees of
EVN, Netz Niederösterreich GmbH and EVN Wasser GmbH („Beneficiaries“) are
currently entitled to an annual special payment amounting to one gross
monthly basic salary („Special Payment IX“). The Beneficiaries are those
employees who joined the Company (or its legal predecessor) prior to the
termination of the Shop Agreement. The Special Payment IX and the
associated opportunity to participate in the Share Offering described
below are not subject to any further requirements and in particular are
not dependent on any personal investment by the Beneficiaries. 

The Special Payment IX applies for a period from 01/09 of one year to
31/08 of the following year. For each Beneficiary the Special Payment IX
is calculated on the basis of his gross monthly salary in August of the
period for which the Special Payment IX is due. The payment is made
retrospectively. If a Beneficiary leaves during the year he is entitled to
a pro rata claim of Special Payment IX provided that he does not leave by
dismissal or voluntarily without good cause.  

The Company offers Beneficiaries to receive a part of the Special Payment
IX in EVN shares („Share Offering“). Specifically, the Company offers the
Beneficiaries to receive EVN shares for an amount of just under EUR 3,000,
whereby 90% of the value of the shares received will be deducted from the
Special Payment IX (if a Beneficiary received shares with a value of
exactly EUR 3,000, the gross amount of the cash components of Special
Payment IX will thus be reduced by EUR 2,700). The difference of 10%
essentially corresponds to the tax savings of the Company due to the
possibility of tax and social security privileged allocation of shares as
described in detail below. 

The concrete number of offer shares is calculated on basis of the average
of the daily closing prices of EVN shares on the stock exchange on trading
days in the calendar weeks 27 to 30 (being the period from 4/7/2022 to
31/7/2022). The Share Offering can only be accepted by the Beneficiaries
to the maximum extent possible meaning with regard to the largest possible
number of EVN shares with which, based on the price calculated as
described above, the EUR 3,000 limit will not yet exceed. Beneficiaries
whose gross Special Payment IX in one year is less than EUR 2,700 can
participate in the Share Offering with such a reduced amount corresponding
to the total amount of their Special Payment IX (as described in the
preceding paragraph). 

The offer is made by taking advantage of the statutory exemption of share
grants of up to EUR 3,000 per year to employees from wage tax, social
security contributions and other non-wage labour costs (employer
contribution and its surcharge and municipal tax). In order to take
advantage of the above benefits, EVN shares acquired in the Share Offering
are subject to a retention period until the end of the fifth calendar year
following the transfer of the shares. An early disposal is possible. If
such early disposal does not take place on occasion of the termination of
the employment relationship, the Beneficiaries will have to pay back wage
tax and employee social security contributions. The employer’s
contributions incurred in this regard are borne by the Company (or the
affiliated company where the Beneficiary is employed). 

The acceptance of the Share Offering by the Beneficiaries can take place
from 13/6/2022 to 22/7/2022. The transfer of the offer shares to the
securities accounts of the Beneficiaries will take place on 5/8/2022. 

2. Number of offer shares 

Based on the number of Beneficiaries and the limitation of the Share
Offering, the closing price of EVN shares on the Vienna Stock Exchange on
24/5/2022 of EUR 22.95 would result in a maximum number of 82,680 offer
shares. This corresponds to approximately 0.05% of the total shares of the
Company. 

The Company intends to satisfy claims of Beneficiaries from the acceptance
of the Share Offering by transferring own shares of the Company under
exclusion of the repurchase right (subscription right) of the
shareholders. The Management Board of the Company intends to adopt a
resolution to this effect and to apply to the Supervisory Board with the
appropriate decision-making authority for approval to transfer own shares
to Beneficiaries under exclusion of the repurchase right of shareholders.
Since the Beneficiaries are exclusively employees of the Company or of
affiliated companies, the approval of the Annual General Meeting or an
authorisation of the Management Board for such a resale by the Annual
General Meeting is not required duet to section 65 para. 1b last sentence
of the Austrian Stock Corporation Act. 

3. Regarding the exclusion of shareholders‘ repurchase rights  

Employees are the most important capital of a company. Without their
commitment economic success is not possible. The disposal of own shares
under exclusion of the shareholders‘ repurchase right is in the interest
of the Company, as it will bind the Beneficiary employees even more
closely to the Company and the EVN Group. Owning shares in „his“ company
increases the motivation of an individual employee. Identification with
the Company increases when employees are also shareholders. This also
makes them more interested in the economic success of the Company. 

Further interests of the Company exist beyond this due to the
liquidity-protecting effect and the attractive tax incentive. The
exemption from income-related taxes and social security contributions
described above not only gives the Beneficiaries an advantage from their
Special Payment IX but the Company also makes use of the incentive for
employee participation provided for under tax law.  The Share Offer is
therefore tax attractive for the Company as well as for the
Beneficiaries.  

In accordance with the last sentence of section 65 para. 1b of the
Austrian Stock Corporation Act (analogously) the disposal of own shares to
employees, executives and/or members of the Management Board of the
Company or of an affiliated company is objectively justified by law. In
addition the exclusion of the repurchase right is objectively justified in
the specific case because (i) the transfer of shares is in the interest of
the Company for the reasons stated above, (ii) the exclusion is suitable
to achieve the objective of servicing the Share Offering and there is no
alternative by which the stated objective can be achieved in a comparably
efficient manner even without excluding the repurchase right (or
subscription right) of the shareholders and (iii) the exclusion of the
repurchase right (inter alia for the reasons described below) is also
proportionate.  

The disposal of own shares while excluding the possibility for
shareholders to acquire these shares does not lead to a „typical“ dilution
of shareholders. First of all, the proportion of existing shareholders or
the voting power from the shares of existing shareholders „increased“ only
because the Company has repurchased own shares and the rights from these
shares are therefore suspended as long as they are held by the Company as
own shares. A reduction in the sphere of the individual existing
shareholders only occurs when the Company resells the acquired own shares,
excluding the possibility of the shareholders to buy back the shares.
After the disposal, the shareholders have the same status again as they
had before the Company acquired the relevant own shares. In this context
it should also be noted that due to the relatively small volume of share
transfers no controlling interest of shareholders in the Company can
arise.  

The shareholders will also not suffer any significant pecuniary
disadvantage: As already mentioned, the object of the intended sale is
likely to be only around 0.05% of the share capital and, as explained at
the beginning of this section, the transfer of shares will be accompanied
by a corresponding reduction in expenses that would otherwise have to be
paid in cash, in fact lower cash payments to Beneficiaries and savings in
taxes and duties.  

Overall, the exclusion of the right of repurchase is therefore objectively
justified. The sale of own shares under exclusion of the shareholders‘
repurchase right for the purpose of transfer to employees is a customary
and generally accepted procedure. In addition, the extensive publication
obligations in connection with the sale of own shares laid down in section
65 of the Austrian Stock Corporation Act and the Publication Regulation
2018 (Federal Law Gazette II No. 13/2018) ensure comprehensive
transparency in connection with the disposal of own shares. Furthermore,
the exclusion of the right to repurchase shares requires the approval of
the Supervisory Board. The Management Board of the Company cannot make
decisions on its own. As a result the interests of the existing
shareholders are not exposed to any particular danger. 

The Management Board therefore concludes in summary that the proposed
transfer of own shares to Beneficiaries, subject to a corresponding
acceptance of the Share Offering, and excluding shareholders‘ repurchase
rights complies with the statutory provisions. 

4. Next Steps 

After expiry of a period of at the earliest 14 days after publication of
this report and at the earliest three stock exchange trading days after
publication of the intended disposal of own shares, own shares of the
Company may be sold under the conditions described above subject to
corresponding declarations of acceptance by the Beneficiaries. 

Maria Enzersdorf, 25/5/2022 

The Management Board of EVN AG 

Stefan Szyszkowitz
Franz Mittermayer

 

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25.05.2022

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Language: English
Company: EVN AG
EVN Platz
2344 Maria Enzersdorf
Austria
Internet: www.evn.at

 
End of News EQS News Service

1361613  25.05.2022 

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