UNIQA Insurance Group AG

EANS-General Meeting: UNIQA Insurance Group AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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Unofficial translation from the German language -
only the German language version is legally binding 

UNIQA Insurance Group AG
ISIN AT0000821103

N O T I C E

to the shareholders of UNIQA Insurance Group AG with its corporate seat in
Vienna of the

15th ordinary Annual General Meeting

that will take place on Monday, 26 May 2014, 10 a.m.,

at the Austria Center Vienna, A 1220 Vienna, Bruno Kreisky-Platz 1


A G E N D A

1. Presentation of the adopted non-consolidated financial statements and the
consolidated financial statements of UNIQA Insurance Group AG for the year
ending 31 December 2013, of the management report, the corporate governance
report of the management board, and of the management board's proposal for the
allocation of profits along with the supervisory board's report pursuant to
Section 96 Stock Corporation Act (hereinafter "AktG") for the fiscal year 2013.

2. Resolution on the distribution of net profits shown in the Company's
financial statements for the year ending 31 December 2013.

3. Resolution on the discharge of the members of the Company's management board
and the supervisory board for the fiscal year 2013.

4. Resolution on daily allowances and remunerations to the members of the
supervisory board.

5. Election of the auditor of the non-consolidated and consolidated financial
statements for the fiscal year 2015.

6. Election of three members of the supervisory board.

7. Revocation of the authorization to increase the share capital (authorized
capital) granted by the 14th ordinary Annual General Meeting on 27 May 2013 and
resolution on the authorization of the management board to increase until 30
June 2019 inclusive 

(a) the share capital once or several times with the consent of the supervisory
board by a total of not more than EUR 81,000,000 by issuing up to 81,000,000
bearer share units or registered share units with voting rights against
settlement in cash or contribution in kind,

(b) to exclude the shareholders' subscription rights with the consent of the
supervisory board, if the share capital
(b.a.) is so increased to implement an employee participation program, including
a program for members of the management board and/or executives or exclusively
for members of the management board and/or executives or a stock option plan for
employees, including a plan for members of the management board and/or
executives or exclusively for members of the management board and/or executives
of the Company and of its affiliates, or 
(b.b.) against contribution in kind, including, without limitation,
undertakings, businesses, parts of businesses or shares in one or several
companies in Austria or abroad, or
(b.c.) to implement a greenshoe option or
(b.d.) to offset fractional amounts
and, with the consent of the supervisory board, to determine the type of newly
issued shares (bearer shares or registered shares), the issue price and the
other terms of issue (authorized capital), and to adopt a resolution on amending
Section 4 (3) of the Company's articles of asso-ciation according to the
resolution on authorized capital.

8. Amendment of Section 7 (9) of the Company's articles of association as
follows: Members of the supervisory board may be present via video conference at
meetings of the supervisory board and may exercise their voting rights via that
video conference.


Documents

The following documents can be inspected at the Company's corporate seat at A
1029 Vienna, Untere Donaustraße 21, UNIQA Tower:

(i) Non-consolidated financial statements for the year ending 31 December 2013,
including man-agement report;
(ii) Consolidated financial statements for the year ending 31 December 2013,
including consolidated management report;
(iii) Corporate governance report for the fiscal year 2013;
(iv) Proposal of the management board for the allocation of net profits shown in
the Company's financial statements for the year ending 31 December 2013.
(v) Report of the supervisory board pursuant to Section 96 AktG for the fiscal
year 2013;
(vi) Information pursuant to Section 270 (1a) Companies Act regarding the
proposed auditor of the non-consolidated and consolidated financial statements;
(vii) Declaration of the candidates proposed as members of the supervisory board
pursuant to Section 87 (2) AktG, i.e. statement regarding their professional
qualifications, professional roles or similar positions, and confirmation that
there is no apprehension of bias;
(viii) Report of the management board pursuant to Section 170 (2) AktG in
conjunction with Section 153 (4) AktG;
(ix) Articles of association, including proposed amendments, and comparison of
previous and re-stated articles of association;
(x) Proposed resolutions of the management board and/or the supervisory board
regarding items 2. to 8. on the agenda;
(xi) Further information on the shareholders' rights pursuant to Sections 109,
110 and 118 AktG.

From the publication date of this notice, this notice to the 15th ordinary
Annual General Meeting of the Company, and as of 5 May 2014 at the latest the
documents described in paragraphs (i) to (xi) above (inclusive) are available at
no charge at the Company's premises at A-1029 Vienna, Untere Donaustraße 21,
UNIQA Tower, Investor Relations, and are also published as of those dates on the
Company's website (www.uniqagroup.com) at "Investor Relations/Annual General
Meeting". The Company's website also provides forms for the grant and revocation
of proxies pursuant to Section 114 AktG.


Notice concerning shareholders' rights (Section 106 (5) AktG)

Pursuant to Section 109 AktG, shareholders who together hold 5% of the share
capital may request in writing that items be put on the agenda and published.
Any such item so requested must be accom-panied by a proposal for a resolution
and an explanatory statement. The applicants must have held their shares for at
least three months prior to their request. A request must be received by the
Company no later than on the 21st day prior to the Annual General Meeting, hence
on or before 5 May 2014. Such a request must be made in writing and sent to the
Company's address at A-1029 Vienna, Untere Donaustraße 21, UNIQA Tower, Investor
Relations.

Pursuant to Section 110 AktG, shareholders who together hold 1% of the share
capital may send the Company proposals for resolutions in text form in respect
of each item on the agenda and request that such proposals, including the names
of the requesting shareholders, the reasons to be given for the request, and a
statement, if any, by the management board or the supervisory board be made
available on the Company's website. The request must be sent in writing to the
Company's address at A 1029 Vienna, Untere Donaustraße 21, UNIQA Tower, Investor
Relations, or via fax at +43 1 211 75 79 3773 or e-mail to
investor.relations@uniqa.at (if sent by e-mail, the request must be attached to
the e-mail message in text form (e.g. as pdf file)). The request will be
considered if it is received by the Company on or before the 7th business day
prior to the Annual General Meeting, i.e. on or before 14 May 2014. If a request
concerns a proposal for the election of a member of the supervisory board, the
reasoning is replaced by a statement issued by the proposed individual pursuant
to Section 87 (2) AktG.

Pursuant to Section 118 AktG, every shareholder must receive information about
the Company's affairs at the Annual General Meeting upon his or her request, if
that information is necessary to properly evaluate an item on the agenda.
Information may be withheld if, based on sound business judgment, it is likely
to cause the Company or any of its affiliates a significant drawback, or if the
provision of such information would constitute a criminal offence.

Shareholder rights which are linked to the holding of shares during a certain
period of time may be exercised only if the shareholder(s) submit(s) a deposit
certificate pursuant to Section 10a AktG to prove its (their) shareholder status
during the relevant period.

Further information about shareholder rights pursuant to Sections 109, 110 and
118 AktG is available on the Company's website (www.uniqagroup.com) at Investor
Relations/Annual General Meeting.


Right to attend, deposit certificate, record date, and proxy (Section 106 (6),
(7) and (8) AktG)

Pursuant to Section 111 (1) AktG, the right to attend the Annual General Meeting
and to exercise shareholder rights depends on the shares held at the end of the
tenth day prior to the Annual General Meeting (record date). Only shareholders
who were shareholders at the end of the tenth day prior to the Annual General
Meeting (record date) may attend the Annual General Meeting and exercise their
shareholder rights. The record date is 16 May 2014, 24.00 hours (Vienna time).

For bearer shares deposited with a custodian (the Company has only issued that
type of shares), proof of shareholder status on the record date is furnished by
producing to the Company a deposit certificate pursuant to Section 10a AktG,
which must be issued in writing and received by the Company on the third
business day prior to the Annual General Meeting at the latest, hence on or
before 21 May 2014, at A 1029 Vienna, Untere Donaustraße 21, UNIQA Tower,
Investor Relations, or via fax at +43 1 211 75 79 3773 or e-mail to
investor.relations@uniqa.at (e-mail messages must be accompanied by a deposit
certificate in text form (e.g. as pdf file)) or by SWIFT message type MT598 to
GIBAATWGGMS with reference to ISIN AT0000821103. The deposit certificate
pursuant to Section 10a AktG must be issued by the custodian bank domiciled in a
Member State of the European Economic Area or in a full Member State of the
OECD. If the deposit certificate is to prove current shareholder status, it must
not be older than seven days when presented to the Company. The Company accepts
deposit certificates in German and in English.

The deposit certificate must be issued by the shareholder's custodian bank and
must contain at least the following information:

- Information about the issuer: name/company name and address or a code commonly
used in transactions between banks (SWIFT code),
- Information about the shareholder: name/company name, address, date of birth
of individuals, register and register number (commercial register number) of
legal entities,
- Securities account number or other identifier,
- Information about the shares: number of the shareholder's share units,
- Date to which the deposit certificate refers.

Shares are not blocked as a result of shareholders registering for the Annual
General Meeting and/or presenting a deposit certificate. Shareholders may
continue to freely dispose of their shares even after registration and/or
presentation of a deposit certificate.

Every shareholder who may attend the Annual General Meeting may appoint an
individual or a legal entity as proxy. The Company itself or a member of the
management board or of the supervisory board may exercise the voting right as
proxy holder only if a shareholder issued express instructions as to how to vote
on the individual items on the agenda. Proxy must be granted to a certain person
in text form. Every shareholder may use the forms the Company provides on its
website (www.uniqagroup.com) at Investor Relations/Annual General Meetings.
Shareholders are not obliged to use these forms. 

At the request of shareholders, they may appoint Dr. Michael Knap,
Vice-President of Interessenverband für Anleger (IVA), at A-1130 Vienna,
Feldmühlgasse 22, as independent proxy who will exercise their voting rights at
the Annual General Meeting. Special forms for the grant and revocation of
proxies are available on the Company's website (www.uniqagroup.com) at Investor
Relations/Annual General Meeting. Any proxy-related costs are borne by the
Company. All other costs, including but not limited to bank charges for the
deposit certificate or postage, must be borne by the shareholder. Furthermore,
shareholders may directly contact Dr. Michael Knap at +43 664 2138740 or e-mail
at michael.knap@iva.or.at. Even if a proxy is granted to the independent IVA
proxy holder, it must be sent to the Company as described below. The Company
will provide IVA with copies of the proxies. Any instructions on the exercise of
voting rights must be issued directly to Dr. Michael Knap. Please note that Dr.
Michael Knap does not accept any instructions to speak, to ask questions, to
file motions or to raise objections against resolutions of the Annual General
Meeting.

A shareholder's proxy must be sent to and retained by the Company. A proxy must
be received by the Company no later than on 23 May 2014, 4 p.m. (last business
day prior to the Annual General Meeting), in writing by surface mail at A-1029
Vienna, Untere Donaustraße 21, UNIQA Tower, Investor Relations, or by fax at +43
1 211 75 79 3773 or e-mail at investor.relations@uniqa.at (if sent by e-mail,
the proxy must be attached to the e-mail message in text form (e.g. as pdf
file)), or via SWIFT message type MT598 to GIBAATWGGMS with the reference ISIN
AT0000821103.

On the day of the Annual General Meeting, the proxy may be handed over only
personally upon registration for the Annual General Meeting at the venue of the
meeting.

Upon request, the proxy form provided on the Company's website will be sent by
surface mail.

If a shareholder has granted proxy to his or her custodian bank (Section 10a
AktG), the custodian bank, besides issuing a deposit certificate, need only
state that proxy was granted to it.

The above provisions governing the granting of proxies apply by analogy to a
revocation of proxies.

The distribution of voting cards for the Annual General Meeting starts at 9 a.m.
on the day of the Annual General Meeting. Shareholders and their proxies are
asked to bring an official photo ID as identification. The Company reserves the
right to verify the identities of the individuals (shareholders and their
proxies) who attend the Annual General Meeting. If their identity cannot be
determined, shareholders and their proxies may be denied admission to and
presence at the Annual General Meeting.

The Company points out that the Company's management board has decided by virtue
of its authori-zation pursuant to Section 8 (11) of the articles of association
to make an audio and video record of the entire Annual General Meeting which
will be broadcast via livestream on the Internet.


Total number of shares and voting rights on the convocation date (Section 106
(9) AktG and Section 83 (2) No 1 Austrian Stock Exchange Act [BörseG])


When the Annual General Meeting is convened, the Company's share capital amounts
to EUR 309,000,000 divided into 309,000,000 no-par share units. Each share unit
grants one vote. The Company holds 819,650 treasury shares on the date of
convening the Annual General Meeting. On the date of convening the Annual
General Meeting, there are therefore 308,180,350 shares entitled to participate
in and to vote at the Annual General Meeting. Different share classes do not
exist.


Vienna, April 2014      
The Management Board of UNIQA Insurance Group AG


Further inquiry note:
UNIQA Insurance Group AG 
Norbert Heller
Tel.: +43 (01) 211 75-3414
mailto:norbert.heller@uniqa.at

end of announcement                               euro adhoc 
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issuer:      UNIQA Insurance Group AG
             Untere Donaustraße 21
             A-1029 Wien
phone:       01/211 75-0
mail:     investor.relations@uniqa.at
WWW:      http://www.uniqagroup.com
sector:      Insurance
ISIN:        AT0000821103
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

Original-Content von: UNIQA Insurance Group AG, übermittelt durch news aktuell

Weitere Meldungen: UNIQA Insurance Group AG

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