Unanimous "Yes" for Energie Austria

3/16/2000Wien

At the Annual shareholders’ Meeting of VERBUND the shareholders unanimously accepted the presented schedule for the implementation of Energie Austria. Hans Haider, Chairman of the VERBUND Board of Management, disclosed the stage of negotiations to the shareholders and reported that all partners had expressed their support in favour of Energie Austria.

All in all, Mr. Haider is confident as far as the implementation of the “comprehensive Austrian power solution“ is concerned: “All partners gave a clear declaration of intention. Where there’s a will, there’s a way“. Expectations in terms of economy primarily focus on the use of synergies, evaluated by experts to 3.6 to 3.8 billion ATS.

As confirmed by two renowned specialists in constitutional law, the planned structure of Energie Austria complies with all provisions of the constitution. Mr. Haider is confident that the formation of Energie Austria will lead to an additional increase in value, an increase higher than the individual sum achievable by every company separately.

On balance sheet date, December 31, 1999, the assets of Energie Austria amounted to 81.4 billion ATS. The individual companies will participate as follows: VERBUND with 52.8 percent (43 billion ATS), Energie AG OÖ with 24 percent (19.5 billion ATS) and STEWEAG with 23.2 percent (18.9 billion ATS). This valuation was confirmed by a “Fairness Opinion“ prepared by the investment house Morgan Stanley Dean Witter upon the request of VERBUND.

For the first term the partners agreed on the following division of responsibilities within Energie Austria: AG OÖ will be responsible for marketing and finances, VERBUND for trading and foreign operations as well as production and finances, and ESTAG for grid and inter-company management services.

At present the partners are dealing with a so-called „legal due diligence“, a comprehensive legal examination of the overall structure of Energie Austria. The implementing contracts are to be completed by the end of April. No later than September 2000 the companies are to be converted and the assets are to be transferred as per balance sheet date December 31,1999.