Announcement of the Convening of the General Meeting VERBUND AG: Convocation of the extraordinary General Meeting Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ------------------------------------------------------------------------------ VERBUND AG Vienna, FN 76023 z Convocation of the General Meeting We hereby invite our shareholders to the Extraordinary General Meeting of VERBUND AG on Friday, 24 September 2010 at 11:00 a.m. at Haus der Industrie, Großer Festsaal, 1030 Vienna, Schwarzenbergplatz 4 Agenda Resolution on the creation of Approved Capital, also with the authorization to exclude subscription rights, this, however, exclusively to exclude fractional amounts from the subscription rights, and the corresponding addition to the Articles of Incorporation in Section 5. -x-x-x-x-x- Documents for the General Meeting Pursuant to sec. 108 subs. 3 to 5 of the Austrian Stock Corporation Act (AktG), the following documents shall be available to shareholders for inspection from the 21st day prior to the General Meeting onward, that is from 03 September 2010 at the company headquarters Am Hof 6a, 1010 Vienna, Corporate Affairs department. - Report by the Managing Board, with approval of the Supervisory Board, on the authorization to issue new shares with exclusion of subscription rights, this, however, exclusively for the purpose of excluding fractional amounts from the subscription right. - Proposals by the Managing Board and the Supervisory Board on the single Agenda Item The aforementioned documents as well as the full version of this invitation and the forms for the conferral and revocation of power of attorney pursuant to sec. 114 AktG shall additionally be accessible pursuant to sec. 108 subs. 3 to 5 AktG from no later than 03 September 2010 on the Company's website at www.verbund.at/hauptversammlung. Note referring to the rights of shareholders pursuant to sections 109, 110 and 118 AktG. Pursuant to sec. 109 AktG, shareholders holding shares equaling in aggregate 5% of the share capital, and who have been holders of such shares for a period of at least three months prior to submitting such request, may request in writing that agenda items be added to the Agenda of this General Meeting and be made public, providing the company is in receipt of this request no later than 19 days prior to the General Meeting, that is 05 September 2010. Each requested addition to the Agenda must include a proposal for such resolution and a detailed explanation of the reasons for the proposal. In the case of deposited bearer shares (depotverwahrte Inhaberaktien), evidence of capacity as a shareholder shall be satisfactorily provided by submitting a safe custody receipt (Depotbestätigung) pursuant to sec. 10a AktG, which must not be older than seven days at the time the proposal is submitted, confirming that the shareholder requesting such proposal has been a holder of the shares for at least three months prior to submitting such request. In respect of any other requirements related to safe custody receipts, reference is made to the detailed information on the right to participate provided below. Such proposals must be in writing and received by the Company, exclusively at the following address: By post or by messenger: VERBUND AG Corporate Affairs, attn. Dr. Andreas Bräuer Am Hof 6a, 1010 Wien. Pursuant to sec. 110 AktG, shareholders holding shares equaling in aggregate 1% of the share capital may submit to the Company in respect of each agenda item in writing proposals for resolutions including an explanation of reasons for such proposal and may request that these proposals are made available on the Company's website if the Company is in receipt of such request on the seventh business day prior to the General Meeting at the latest, that is 15 September 2010. In the case of deposited bearer shares (depotverwahrte Inhaberaktien) evidence of capacity as a shareholder shall be satisfactorily provided by submitting a safe custody receipt (Depotbestätigung) pursuant to sec. 10a AktG, which must not be older than seven days at the time it is submitted to the Company. In respect of any other requirements related to safe custody receipts, reference is made to the detailed information on the right to participate provided below. Such proposals must be in writing and received by the Company, exclusively at one of the following addresses: By post or by messenger: VERBUND AG Corporate Affairs, attn. Dr. Andreas Bräuer Am Hof 6a, 1010 Wien By fax: +43 (0) 50313-153791 or by e-mail: hauptversammlung@verbund.at, in which case the request must be attached to the e-mail in writing, for example as a PDF file. In the case of bearer shares that are not deposited it is sufficient to submit a written confirmation issued by the company or a notary for which the same applies analogously as for the safe custody receipt mentioned above. In the case of registered shares, registration in the share register (Aktienbuch) is relevant; this shall require no separate proof of the shareholder. Information on the affairs of the Company must be provided upon request to each shareholder at the General Meeting pursuant to sec. 118 AktG, as far as such information is required for the proper assessment of the agenda. Information may be refused to the extent the relevant information - based on a reasonable economic assessment - could cause a material disadvantage to the Company or an affiliated company, or where providing such information would lead to criminal liability. Right to participation: Record date and requirements for participating in the General Meeting pursuant to sec. 111 AktG. Participation in the General Meeting and the exercising of voting rights and all other shareholders' rights, which are exercised in the course of a General Meeting, depend, in the case of registered shares, on their registration in the share register and, in the case of bearer shares, on the ownership of shares on the record date, that is the end of the tenth day prior to the General Meeting, that is on 14 September 2010, 12:00 p.m. (midnight) CEST. Only those are entitled to participate in the General Meeting who are shareholders on this record day and produce evidence of this fact to the Company or, in the case of registered shares, are registered in the share register (Aktienbuch). Deposited bearer shares (depotverwahrte Inhaberaktien) To qualify as evidence of share ownership on the record date a safe custody receipt pursuant to sec. 10a AktG shall be sufficient that must be received by the Company no later than by the third business day prior to the General Meeting, that is on 21 September 2010, 12:00 p.m. (midnight) CEST. Bearer shares not deposited (nicht depotverwahrte Inhaberaktien) In the case of bearer shares that are not deposited, it is sufficient to prove shareholder capacity by submitting a written confirmation issued by the company or a notary, which must be received by the Company no later than by the third business day prior to the General Meeting, that is on 21 September 2010, 12:00 p.m. (midnight) CEST. Evidence of share ownership on the record date must be received by the Company on 21 September 2010, 12:00 p.m. (midnight) CEST, exclusively at one of the following addresses: By post or by messenger: VERBUND AG Corporate Affairs, attn. Dr. Andreas Bräuer Am Hof 6a, 1010 Wien By fax: +43 (0)1 8900500-70 or by e-mail: anmeldung.verbund@hauptversammlung.at Pursuant to sec. 262 subs. 20 AktG, the Company determines that any safe custody receipts or declarations pursuant to sec. 114 subs. 1, sentence 4 AktG contrary to sec. 10a subs. 3 sentence 2 AktG shall not be submitted via an internationally disseminated, specifically secured communication network of credit institutions whose participants can be unambiguously identified (SWIFT). Safe custody receipts pursuant to sec. 10a AktG The safe custody receipt must be issued by a credit institution maintaining the deposit account with its seat in a member state of the European Economic Area or in a full member state of the OECD. It needs to contain at least the matters set out in sec. 10a subs. 2 AktG: - Information on the issuer: name/company and address or a common code used among credit institutions, - Information on shareholder: name/company, address, date of birth in the case of natural persons, where applicable register and registration number in the case of legal entities, - Information on shares: number of shares held by the shareholder, - Deposit number or any other kind of designation, - Time or period of time the safe custody receipt refers to. The safe custody receipt as evidence of share ownership for the purpose of participation in the General Meeting must refer to the aforementioned record date of 14 September 2010. Safe custody receipts may be submitted in the German or English language. Registered shares In the case of registered shares, the registration of such shares in the share register at the end of the record date is solely relevant; the shareholder does not need to provide separate evidence or apply to participate in the General Meeting. Possibility to appoint a proxy pursuant to sections 113 f of AktG Each shareholder entitled to participate in the General Meeting has the right to appoint a natural or legal person to participate in the General Meeting in the name of the shareholder. The proxy participates in the General Meeting in the name of the shareholder and has the same rights as the shareholder whom he/she represents. The Company itself, a member of the Managing Board or the Supervisory Board may not be appointed proxy of a shareholder. In case a shareholder has granted a proxy to the credit institution maintaining his or her deposit account, it is sufficient if the credit institution, in addition to the safe custody receipt, provides a written declaration informing the Company that a proxy was granted to the credit institution. For granting the proxy the form provided on the Company's website www.verbund.at/hauptversammlung may be used. The power of attorney must be received by the Company on 23 September 2010, 4:00 p.m. (CEST), exclusively at one of the following addresses: By post or by messenger: VERBUND AG Corporate Affairs, attn. Dr. Andreas Bräuer Am Hof 6a, 1010 Wien By fax: +43 (0)1 8900500-70 or by e-mail: anmeldung.verbund@hauptversammlung.at Pursuant to sec. 262 subs. 20 AktG, the Company shall specify that any safe custody receipts or powers of attorney pursuant to sec. 114 subs. 1, sentence 4 AktG contrary to sec. 10a subs. 2 sentence 2 AktG shall not be submitted via an internationally disseminated, specifically secured communication network of credit institutions whose participants can be unambiguously identified (SWIFT). On the day of the General Meeting, the power of attorney is accepted upon registration for the General Meeting at the meeting place. The aforementioned regulations on the granting of the power of attorney shall analogously apply for the revocation of the power of attorney. Total number of shares and voting rights at the time of the Convocation of the General Meeting (sec. 106 para. 9 AktG) At the time of convocation of the General Meeting, the Company's share capital amounts to EUR 308,200,000.-- and is divided into 151,018,000 no-par bearer shares and 157,182,000 registered no-par shares. Each share confers the right to one vote, however with the following proviso: Pursuant to sec. 19 subs. 3 of the Articles of Incorporation, each shareholder's right to vote in the General Meeting - with the exception of local administrative bodies and companies in which local administrative bodies hold a stake of at least 51% - is limited to 5% of the share capital, consequently to 15,410,000 votes. Admission and registration Shareholders shall be admitted to the General Meeting on 24 September 2010 at 10:00 a.m. For registration, valid official photo identification shall be required. Vienna, September 2010 The Managing Board (c)DGAP 02.09.2010 --------------------------------------------------------------------------- Language: English Company: VERBUND AG Am Hof 6A 1010 Wien Österreich Phone: 0043-1-53113-52616 Fax: 0043-1-53113-52694 E-mail: andreas.wollein@verbund.at Internet: www.verbund.at ISIN: AT0000746409 WKN: 877738 Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Stuttgart, Hamburg, München, Düsseldorf; Wien (Amtlicher Handel / Official Market) End of News DGAP News-Service ---------------------------------------------------------------------------