Vienna Insurance Group

EANS-General Meeting: Vienna Insurance Group
Invitation to the General Meeting


--------------------------------------------------------------------------------
  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
--------------------------------------------------------------------------------

VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
FN 75687 f
ISIN: AT0000908504
Schottenring 30, Ringturm, 1010 Vienna, Austria

NOTICE OF MEETING
for the
23rd Annual General Meeting (AGM)
to be held on
Friday, 6 June 2014, at 11.00 a.m. (CEST)
at the Wiener Stadthalle
Huetteldorfer Straße 2F, Hall F, 1150 Vienna, Austria

A G E N D A
1. Presentation of the consolidated financial statements for the year 2013 and 
   the management report on these accounts, presentation of the audited and 
   approved financial statements of the Company for the year 2013, the 
   management report on these accounts, the report of the Supervisory Board and 
   the Corporate Governance Report.
2. Adoption of a resolution on the distribution of profits for 2013.
3. Adoption of a resolution to grant discharge to the Managing Board for the 
   financial year 2013.
4. Adoption of a resolution to grant discharge to the Supervisory Board for the 
   financial year 2013.
5. Election of the auditor of the financial statements of the Company and the 
   auditor of the consolidated financial statements for the financial year 2015.
6. Elections to the Supervisory Board.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The documents to be provided pursuant to Section 108 Austrian Stock Corporation
Act will be made accessible not later than on 16 May 2014 for inspection by the
shareholders in the business premises at the registered office of VIENNA
INSURANCE GROUP AG Wiener Versicherung Gruppe (the "Company"), Schottenring 30,
1010 Vienna, Austria:
· Annual financial statements and management report for the financial year 2013,
· Consolidated financial statements and group management report for the 
  financial year 2013,
· Report of the Supervisory Board for the financial year 2013,
· Corporate governance report for the financial year 2013,
· Proposal on the distribution of profits for the financial year 2013,
· Draft resolutions concerning agenda items 2-6,
· Declarations of the candidates for election to the Supervisory Board pursuant 
  to section 87 para. 2 of the Austrian Stock Corporation Act (Aktiengesetz).

These documents, the complete wording of this convocation notice and the forms
for granting and revoking power of attorney pursuant to Section 114 Austrian
Stock Corporation Act are also available not later than on 16 May 2014 on the
website www.vig.com/annual-general-meeting and will also be obtainable in the
Annual General Meeting.

NOTICE CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118
AND 119 AUSTRIAN STOCK CORPORATION ACT
Shareholders, whose aggregate shares total not less than 5% of the registered
capital and who have held their shares since at least three months before the
request, may request additional agenda items for this Annual General Meeting and
their publication, provided such request is received by the Company in written
form to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Dept. VD100, attn.
Ms. Sabine Stiller, Schottenring 30, 1010 Vienna, Austria, not later than on 16
May 2014. Every such requested agenda item must be accompanied by a draft
resolution together with a justification.

In order to prove the shareholding in case of deposited bearer shares, it is
sufficient to submit a deposit certificate pursuant to Section 10a Austrian
Stock Corporation Act, which certifies that the applying shareholders have been
holders of these shares since at least three months and which is not older than
seven days on the day of submission to the Company. Several deposit certificates
concerning shares, which together constitute a shareholding of 5%, must refer to
the same date. Regarding all other requirements of the deposit certificate,
please refer to the information regarding the right to participate.

Shareholders, whose aggregate shares total not less than 1% of the registered
capital may submit to every agenda item draft resolutions together with a
justification and may request that these draft resolutions together with the
justification and an optional statement by the Managing Board or the Supervisory
Board are published on the webpage of the Company, provided such request is
received by the Company in text form either by fax to +43 (0)1 89 00 500-60 or
to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Dept. VD100, attn. Ms.
Sabine Stiller, Schottenring 30, 1010 Vienna, Austria, not later than on 27 May
2014. In case of a draft resolution for the election of a member of the
Supervisory Board the declaration of the proposed person pursuant to Section 87
para. 2 Austrian Stock Corporation Act shall be annexed instead of the
justification.

For the proof of the shareholding for the exercise of this shareholder right in
case of deposited bearer shares it is sufficient to submit a deposit certificate
pursuant to Section 10a Austrian Stock Corporation Act, which is not older than
seven days on the day of submission to the Company. Several deposit certificates
concerning shares, which together constitute a shareholding of 1%, must refer to
the same date. Regarding all other requirements of the deposit certificate,
please refer to the information regarding the right to participate.

Every shareholder will be granted disclosure about affairs of the Company in the
Annual General Meeting, as far as it is necessary for the appropriate evaluation
of an agenda item. Disclosure may be denied in case that after reasonable
commercial assessment it could be to the material detriment of the Company or a
Group Company, or if it would constitute a criminal offence.

Every shareholder has the right to propose resolutions concerning all agenda
items which do not require former announcement, provided that the shareholder
has given proof to his or her right to participate in the Annual General
Meeting. 

Shareholders whose aggregate shares total not less than 1% of the share capital
can propose a resolution for election of a person to the Supervisory Board. The
Annual General Meeting can vote on a proposal for election of a person to the
Supervisory Board only in case that the resolution for election is received by
the Company not later than on 27 May 2014. Regarding all other requirements of
proposing resolutions, please refer to the relevant information above.

RECORD DATE AND RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING PURSUANT TO
SECTION 111 AUSTRIAN STOCK CORPORATION ACT
Deposited bearer shares
The right to participate in the Annual General Meeting, the voting rights and
all other shareholder rights, which may be exercised in the Annual General
Meeting, are subject to the shareholdings on 27 May 2014, 12.00 p.m. (CEST)
(Record Date).

Only such shareholders have the right to participate in the Annual General
Meeting, who give proof of qualification as a shareholder to the Company at that
date.

In case of deposited bearer shares it is sufficient to submit a deposit
certificate pursuant to Section 10a Austrian Stock Corporation Act as proof of
the shareholding on the Record Date, which must be received by the Company not
later than on 3 June 2014, 12.00 p.m. (CEST), solely at one of the following
addresses:

- by post:   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe 
             Dept. VD100, attn. Ms. Sabine Stiller
             Schottenring 30, 1010 Vienna, Austria
- by fax:    +43 (0)1 89 00 500-60
- by e-mail: anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF,
             PDF etc.)
- by SWIFT:  GIBAATWGGMS Message Type MT598; please indicate in the wording 
             ISIN AT0000908504 


Deposit certificate pursuant to Section 10a Austrian Stock Corporation Act
The deposit certificate must be issued by a custodian bank with its registered
office in a member state of the European Economic Area or in a full member state
of the OECD and shall include the following data:
·  Information regarding the issuer: name/company and address or a code common 
   between banks (SWIFT-code),
·  information regarding the shareholder: name/company, address, date of birth 
   in case of natural persons, or registry and registration number in case of 
   legal persons,
·  information regarding the shares: amount of shares (ISIN AT0000908504) of 
   the shareholder,
·  deposit account number or other identification.
·  The deposit certificate must refer to the Record Date, 27 May 2014, 
   12.00 p.m. (CEST).

Pursuant to Section 10a para. 1 last sentence Austrian Stock Corporation Act,
the Company will also accept certificates for the proof of shareholdings which
are issued by legal persons which are authorised as depositaries of these shares
according to Czech law.

The deposit certificate must be submitted in German or in English language. The
shareholders are not blocked by the registration to the Annual General Meeting
or by the submission of the deposit certificate; thus shareholders may continue
to freely dispose of their shares also after registration or submission of a
deposit certificate.

REPRESENTATION BY PROXY PURSUANT TO SECTION 114 AUSTRIAN STOCK CORPORATION ACT
Every shareholder, who has the right to participate in the Annual General
Meeting, has the right to nominate a proxy holder, who will attend the Annual
General Meeting in the name of the shareholder and who has the same rights as
the shareholder who he represents.


The power of attorney must be granted to a specific person (either a natural or
a legal person) in text form; several persons may also be nominated. The power
of attorney must be received by the Company solely at one of the following
addresses:
- by post:   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
             Dept. VD100, attn. Ms. Sabine Stiller
             Schottenring 30, 1010 Vienna, Austria
- by fax:    +43 (0)1 89 00 500-60
- by e-mail: anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF, 
             PDF, etc.)
- by SWIFT:  GIBAATWGGMS Message Type MT598; please indicate in the wording 
             ISIN AT0000908504 
- in person: at the registration desk for the Annual General Meeting at the 
             place of the meeting


A power of attorney form and a form for the revocation of the power of attorney
will be sent on request and are available on the website of the Company on
www.vig.com/annual-generalmeeting.

In case the power of attorney is not submitted personally upon registration on
the day of the Annual General Meeting, the power of attorney must be received by
the Company not later than on 5 June 2014, 3.00 p.m. (CEST).

The above-mentioned provisions for granting proxies are applicable accordingly
to the revocation of proxies.

REPRESENTATION OF VOTING RIGHTS
As a special service, Mr. Michael Knap of the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), Feldmuehlgasse 22, 1130 Vienna,
Austria, is available to shareholders as an independent power of attorney bound
by the shareholders' instructions for exercising their voting right at the
Annual General Meeting. Shareholders who wish to avail themselves of Mr. Knap's
services may contact him directly by phone +43 (0)1 8763343-30, 
by fax +43 (0)1 8763343-39 or by e-mail michael.knap@iva.or.at.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS (Information according to Section 83
para. 2 clause 1 of the Austrian Stock Exchange Act)
On the date of convening the Annual General Meeting the registered nominal
capital of the Company amounts to EUR 132,887,468.20 and is divided into
128,000,000 no-par value shares. Each share grants one vote. The Company or one
of its subsidiaries currently holds none of its own shares. The total number of
shares which convey the right to participate and vote in the Annual General
Meeting amounts to 128,000,000.

ADMISSION TO THE ANNUAL GENERAL MEETING
For the admission to the Annual General Meeting, you may have to prove your
identity. Please bring a valid official photo identification. In case you attend
the Annual General Meeting as a power of attorney holder, please also bring the
power of attorney in addition to your valid official photo identification. In
case the original of the power of attorney was already sent to the Company, you
may facilitate your admission if you can provide a copy of the power of
attorney.

The Company retains the right to verify the identity of the persons
participating on the meeting. In case the verification of the identity is not
possible, admission may be denied.

Please consider the large number of expected participants and the usual security
measures when planning the time of arrival. Admission for the collection of
voting cards starts at 9.30 a.m. (CEST).

Vienna, May 2014                                              The Managing Board


Further inquiry note:
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
1010 Wien, Schottenring 30

Nina Higatzberger
Leiterin Investor Relations
Tel.: +43 (0)50 390-21920
Fax: +43 (0)50 390 99-21920
E-Mail: nina.higatzberger@vig.com

end of announcement                               euro adhoc 
--------------------------------------------------------------------------------


issuer:      Vienna Insurance Group
             Schottenring 30
             A-1010 Wien
phone:       +43(0)50 390-21919
FAX:         +43(0)50 390 99-23303
mail:     investor.relations@vig.com 
WWW:      www.vig.com
sector:      Insurance
ISIN:        AT0000908504
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien, stock market: Prague Stock Exchange 
language:   English
 

 

 

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

Weitere Meldungen: Vienna Insurance Group

Das könnte Sie auch interessieren: