EQS-AGM: VERBUND AG: Notice to convene the 79th Annual General Meeting of VERBUND AG
EQS-AGM: VERBUND AG: Notice to convene the 79th Annual General Meeting of VERBUND AG
EQS-News: VERBUND AG / Announcement of the Convening of the General Meeting
VERBUND AG: Notice to convene the 79th Annual General Meeting of VERBUND AG
19.03.2026 / 09:36 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by [1]EQS
News – a service of [2]EQS Group.
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 79th Annual General Meeting of
VERBUND AG
on Tuesday, 21 April 2026 at 10:30 a.m. CEST (Vienna time)
at the Wiener Stadthalle, Hall F, Roland-Rainer-Platz 1, 1150 Vienna,
Austria
I. AGENDA
1. Presentation of the approved 2025 annual financial statements, including
the management report by the Executive Board and the corporate
governance report; presentation of the consolidated financial
statements, including the Group management report and the consolidated
non-financial statement; and presentation of the proposal for the
distribution of profits and the report of the Supervisory Board for
financial year 2025.
2. Resolution to approve the appropriation of the net profit reported in
the 2025 annual financial statements.
3. Resolution to formally approve the actions of the members of the
Executive Board for financial year 2025.
4. Resolution to formally approve the actions of the members of the
Supervisory Board for financial year 2025.
5. Appointment of the auditor of the financial statements, the Group
auditor, and the auditor of the consolidated sustainability reporting
for financial year 2026.
6. Resolution to approve the remuneration report presenting the
remuneration paid to the members of the Executive and Supervisory Boards
of VERBUND AG for financial year 2025.
7. Elections to the Supervisory Board.
II. INFORMATION ON THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON
THE WEBSITE
The following documents are among those that will be made available on the
Company’s website at www.verbund.com and
https://www.verbund.com/en/group/investor-relations/general-meeting/2026 by
no later than 31 March 2026 pursuant to Section 108(3) and (4) of the
Austrian Stock Corporation Act (Aktiengesetz, AktG):
• Integrated Annual Report 2025, including:
• Consolidated Corporate Governance Report;
• Group management report, including consolidated non-financial statement;
• Consolidated financial statements;
• Annual Report 2025, including:
• Report of the Supervisory Board;
• Management report;
• Annual financial statements;
• Proposed appropriation of profits;
• Motions for resolutions on agenda items 2 to 7 with the remuneration
report;
• Nomination of the candidates for the elections to the Supervisory Board
on agenda item 7 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
company-appointed 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 11 April
2026 (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
16 April 2026. The submission must be made via one of the following
communication channels:
By mail or by 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: [3]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: [4]anmeldestelle@computershare.de
(Please submit safe custody receipts in PDF format)
Shareholders are requested to contact their custodian 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 custodian 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 11 April 2026.
Safe custody receipts may be submitted in German or English.
In order to attend the Annual General Meeting and exercise your voting
rights, you must submit a safe custody receipt. Please note that the fees
(bank charges) incurred for issuing the safe custody receipt will not be
borne by VERBUND AG. These costs are to be borne by the shareholder
concerned. Please contact your custodian bank in good time to obtain the
relevant confirmation.
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 in the name 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 custodian bank to serve as their authorised
representative, the custodian 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 [5] www.verbund.com or at
https://www.verbund.com/en/group/investor-relations/general-meeting/2026 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 20 April 2026
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 by courier: VERBUND AG
Corporate Office, attn.: Dr. Andreas Bräuer
Am Hof 6a, 1010 Vienna, Austria
By e-mail: [6]anmeldestelle@computershare.de
or by SWIFT: COMRGB2L
Message Type MT598 or MT599
(ISIN AT0000746409 must be referenced in the body of the message)
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 issued 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, [7]office@iva.or.at, phone: +43 1 87
63 343/30 – to exercise their voting right in their name. Mr. Micheal Knap
(michael.knap@iva.or.at) of the “Interessenverband für Anleger” shall
represent the relevant shareholders at the Annual General Meeting.
VERBUND AG shall bear the cost of this proxy appointment.
To issue a proxy to the IVA, the special form provided on the Company’s
website at www.verbund.com or at
https://www.verbund.com/en/group/investor-relations/general-meeting/2026 may
be used. The proxy agreement must be received in due time solely at one of
the following addresses:
By mail or courier: 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, 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 indicated, the
authorised representative shall vote for the voting recommendations of the
Executive Board and the Supervisory Board. Please note that the authorised
representative does not accept instructions regarding requests to speak, to
raise objections to resolutions of the Annual General Meeting, or to ask
questions or submit motions.
The Company publishes the voting recommendations on its website at
www.verbund.com and at
https://www.verbund.com/en/group/investor-relations/general-meeting/2026.
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 31 March
2026. 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 for
resolution, including a statement of reasons. An English version of the
agenda item and the motion for resolution 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 2026 in text form as defined in Section 13(2)
of the 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. An English version of the
motion for resolution 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) of
the AktG
The Company is making the following statements with regard to agenda item 7,
“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 8(1) of the Articles of Association of VERBUND AG, the
Supervisory Board comprises up to ten members elected by the Annual General
Meeting and the worker’s representatives delegated in accordance with
Section 110(1) of the Austrian Labour Constitution Act
(Arbeitsverfassungsgesetz, ArbVG).
Following the election of Supervisory Board members by the 78th Annual
General Meeting on 29 April 2025, 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 (ArbVG) (worker’s representatives). Of the
ten shareholder representatives, six are men and four are women; of the five
worker’s representatives, three are men and two 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
[8]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 motion for resolution by a shareholder 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 2026 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 custodian 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
authorised 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)(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 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 authorised 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 erasure 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 [9]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
no-par value bearer shares and 177,182,000 no-par value registered shares.
Each share confers the right to one vote at the Annual General Meeting,
subject to the following, however:
Pursuant to Article 15(2) 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. Admission and registration
Admission to the Annual General Meeting begins on 21 April 2026 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 2026
The Executive Board
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19.03.2026 CET/CEST
View original content: [10]EQS News
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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
2294128 19.03.2026 CET/CEST
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3. anmeldestelle@computershare.de
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6. anmeldestelle@computershare.de
7. office@iva.or.at
8. andreas.braeuer@verbund.com
9. datenschutz@verbund.com
10. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d84d2c5d56fb8960942f3c6b81bdc692&application_id=2294128&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
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