66th Ordinary General Meeting

The 66th Ordinary General Meeting is going to be held on Wednesday, 17 April 2013 at Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1.

Resolutions

At our company's 66th annual General Meeting of shareholders that took place on 17 April 2013, the following resolutions were passed, each with the required majority.

1. Dividend

For the fiscal year 2012, the distribution of a dividend of EUR 0.60 per no-par value share was decided.

The dividend will be paid out on 7 May 2013. 

2. Discharge of the Managing Board

The Members of the Managing Board were discharged from their responsibilities for each of their terms of office in the past fiscal year 2012.

3. Discharge of the Supervisory Board

The Members of the Supervisory Board were discharged from their responsibilities for each of their terms of office in the past fiscal year 2012. 

4. Appointment of the Auditor of the Financial Statements and the Consolidated Financial Statements for fiscal 2013

The General Meeting appointed Deloitte Audit Wirtschaftsprüfungs GmbH Auditor of the Financial Statements and the Consolidated Financial Statements for fiscal 2013. 

5. Resolution on the Executive Board authorisation to purchase own shares in accordance with Section 65(1) (8) and (1a) and (1b) of the Stock Corporation Act (AktG)

 a)  Pursuant to Section 65(1)(8) as well as (1a) and (1b) AktG, the Executive Board is authorised to acquire no-par registered shares of the Company up to a maximum of 10% of the Company’s share capital both on the stock exchange and off exchange for a period of 30 months beginning on 17 April 2013, in which the value of the shares may not be more than 15% lower or higher the average quoted price in the last 5 exchange days prior to the purchase of the shares. The purpose of the acquisition may not be to trade with own shares. The authorisation can be exercised in full or in several partial amounts, in pursuit of one or more purposes, by the company or a subsidiary (Section 228(3) of the Austrian Commercial Code (Unternehmensgesetzbuch, UGB)) or on behalf of the company by a third Party.

 

b) The Executive Board of VERBUND AG can decide to purchase the shares on the stock exchange but must inform the Supervisory Board following the decision to do so. The off-exchange acquisition requires prior approval of the Supervisory Board.

 

c) The Executive Board is authorised, with the approval of the Supervisory Board and for a period of five years beginning on the date the resolution is adopted, in accordance with Section 65(1b) AktG, to resolve a sale in a manner other than on the stock exchange or by public offer for the sale or utilisation of own shares, also with the exclusion of shareholders’ right of repurchase (reverse subscription right), and to determine the conditions of sale. The authorisation can be exercised in full or in several partial amounts, in pursuit of one or more purposes, by the company or a subsidiary (Section 228(3) UGB) or on behalf of the company by a third Party.

 

d) With the approval of the Supervisory Board, the Executive Board is authorised if necessary to reduce share capital by means of the redemption of these own shares without further resolution of the Annual General Meeting.

 

6. Resolution on the regulation of remuneration for the members of the Supervisory Board

For the members of the Supervisory Board elected by the General Meeting were the following amount of remuneration and remuneration structure decided, beginning on the date the resolution is adopted by the 66th Annual General Meeting as follows:

 

Annual remuneration EUR
Chairman 25,000
Vice-Chairman 15,000
Member 10,000
Attendance fee 500

 

The amount of remuneration is also applicable for work on the Working Committee and for work on the Audit Committee. As in the past, there is no remuneration for work on other committees.

 

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