All Stories
Follow
Subscribe to Vienna Insurance Group

11.04.2012 – 13:03

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.
--------------------------------------------------------------------------------
Translation from German original - in cases of doubt the German version
prevails





                            VIENNA INSURANCE GROUP AG
                            Wiener Versicherung Gruppe

                                   FN 75687 f
                               ISIN: AT0000908504

                     1010 Vienna, Schottenring 30, Ringturm

                                NOTICE OF MEETING

                                     for the

                        21st Annual General Meeting (AGM)


                                  to be held on

                      Friday, 4 May 2012, at 11.00am (CEST)

                            at the Wiener Stadthalle

                   1150 Vienna, Hütteldorfer Straße 2F, Hall F



                                     Agenda



|1.  |Presentation of the consolidated financial statements for the year  |
|    |2011 and the management report on these accounts, presentation of   |
|    |the audited and approved financial statements of the company for the|
|    |year 2011, 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 2011    |
|3.  |Adoption of a resolution to grant discharge to the Managing Board   |
|    |and the Supervisory Board for the financial year 2011               |
|4.  |Election of the auditor of the financial statements of the company  |
|    |and the auditor of the consolidated financial statements for the    |
|    |financial year 2013                                                 |
|5.  |Election to the Supervisory Board                                   |
|6.  |Adoption of a resolution to redetermine the remuneration of the     |
|    |members of the Supervisory Board                                    |



DOCUMENTS FOR THE GENERAL MEETING
The documents to be made accessible according to section 108 para. 3 to 5  Stock
Corporation Act will be made accessible not later  than  on  13  April 2012  for
inspection by the shareholders in the business  premises  at  the  seat  of  the
VIENNA INSURANCE GROUP  AG  Wiener  Versicherung  Gruppe  (the  "Company")  1010
Vienna, Schottenring 30:
• Annual financial statement and the management report,
• Group financial statements and group management report,
• Report of the Supervisory Board for the business year 2011,
• Corporate governance report,
• Proposed distribution of profits,
• Draft resolutions concerning agenda items 2 to 6,
• Declarations of the candidate for election to the Supervisory  Board  pursuant
  to section 87 para. 2 of the Stock Corporation Act (Aktiengesetz).

These documents, and the complete wording of this  convocation  notice  and  the
forms for granting and revoking power of attorney pursuant to section 114  Stock
Corporation Act are also available  not  later  than  on  13 April 2012  on  the
website www.vig.com/en/annual-general-meeting and will also be available 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 for more than  three  months  before  the
request, may request  in  writing  additional  agenda  items  for  this  general
meeting, and their  publication,  provided  such  request  is  received  by  the
Company in written  form  to  VIENNA  INSURANCE  GROUP  AG  Wiener  Versicherung
Gruppe, Department  VD100,  attn.  Ms.  Mag.(FH)  Sabine  Stiller,  1010 Vienna,
Schottenring 30, not later than on 13 April 2012. 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  according  to  section  10a  Stock
Corporation Act, which  certifies  that  the  applying  shareholders  have  been
holders of these shares since at least three months and which, at  the  date  of
submission to the Company,  is  not  older  than  seven  days.  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 in written form by the Company either by telefax to +43  (0)
1 89 00 500-60 or to VIENNA  INSURANCE  GROUP  AG  Wiener  Versicherung  Gruppe,
Department VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010  Vienna,  Schottenring
30, not later than on 24 April 2012. 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 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 Stock Corporation Act, which,  at  the  date
of submission to the Company, is not older  than  seven  days.  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.

In case of non-deposited bearer shares the written  certification  of  a  notary
public is sufficient, which must reflect all  above  mentioned  requirements  of
deposit certificates accordingly.

Every shareholder will be granted disclosure about affairs  of  the  Company  in
the 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 general meeting.


RECORD DATE AND RIGHT TO PARTICIPATE IN THE GENERAL MEETING PURSUANT TO  SECTION
111 AUSTRIAN STOCK CORPORATION ACT
Deposited bearer shares
The right to participate in the General  Meeting,  the  voting  rights  and  all
other shareholder rights, which may be exercised in  the  general  meeting,  are
subject to the  shareholdings  on  24 April 2012,  24.00  hours  (CEST)  (Record
Date).

Only such shareholders have the right to participate  in  the  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  Stock  Corporation  Act  as  proof  of  the
shareholding on the Record Date, which must  be  received  by  the  Company  not
later than on 30 April 2012, 24:00 hours (CEST), solely at one of the  following
addresses:


   -  Via Mail: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
      Department  VD100,  attn.  Ms.  Mag.(FH)  Sabine  Stiller,  1010  Vienna,
      Schottenring 30.
   -  Via Telefax:     +43 (0) 1 89 00 500-60
   -  Via E-Mail:   anmeldung.vig@hauptversammlung.at (as scanned  attachment
      - TIF, PDF, etc.)


Non-deposited bearer shares
In case of non-deposited bearer shares the written  certification  of  a  notary
public is sufficient, which must be received by the Company not  later  than  on
30 April 2012,  24:00  hours  (CEST)  solely  at  one  of  the   above-mentioned
addresses  (Mail  address,  telefax,  E-Mail).   For   the   contents   of   the
certification of the notary public, all below mentioned  requirements  shall  be
applicable accordingly (excluding the deposit number).

Deposit certificate pursuant to section 10a Stock Corporation Act
The deposit certificate must be issued by a custodian bank with its  seat  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,  24 April 2012,
      24:00 hours (CEST).


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

The deposit certificates must be submitted in German  or  in  English  language.
The shares are not blocked by the registration to the general meeting or by  the
submission of the deposit certificate; thus shareholders may continue to  freely
dispose of their shares even 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 general meeting,  has
the right to nominate a proxy holder, who will attend  the  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 written form; several persons  may  also  be  nominated.  The
power of attorney must  be  received  by  the  Company  solely  at  one  of  the
following addresses:


   -  Via Mail: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
      Department  VD100,  attn.  Ms.  Mag.(FH)  Sabine  Stiller,  1010  Vienna,
      Schottenring 30.
   -  Via Telefax:     +43 (0) 1 89 00 500-60
   -  Via E-Mail:   anmeldung.vig@hauptversammlung.at (as scanned  attachment
      - TIF, PDF, etc.)
   -  In person: at the registration desk for the 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/en/annual-general-meeting.

In case the power of attorney is not submitted personally upon  registration  on
the day of the general meeting, the power of attorney must be  received  by  the
Company not later than on 3 May 2012, 15:00 hours (CEST).

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


REPRESENTATION OF VOTING RIGHTS
As a special service, Dr. Michael Knap of the  "Interessenverband  für  Anleger"
(IVA, Austrian Association of  Investors)  1130  Vienna,  Feldmühlgasse  22,  is
available to shareholders as an independent  power  of  attorney  bound  by  the
shareholders' instructions for exercising their  voting  right  at  the  general
meeting. Shareholders who wish to avail themselves of Dr.  Knap's  services  may
contact him directly via phone +43 (0)1 8763343-30, via fax +43 (0)1  8763343-39
or -49 or via e-mail anlegerschutz@iva.or.at.

Furthermore voting rights may be exercises through "EUROVOTE". The  instructions
are to be found on www.euroshareholders.eu.



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 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 in the general meeting and  voting  rights
amounts to 128,000,000.


INFORMATION TO OUR SHAREHOLDERS PURSUANT TO SECTION  262  (20)  AUSTRIAN STOCK
CORPORATION ACT
According to Section 262 (20) Austrian  Stock  Corporation  Act  we  advise  our
shareholders that the receipt of deposit  certificates  via  an  internationally
common, extra secured communication network for financial  institutions  (SWIFT)

is not possible yet. Until further notice deposit certificates are accepted  via
fax   to   number   +43   (0)   1   89   00   500-60   or    via    E-Mail    to
anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF,  PDF,  etc.)  or

via Mail to VIENNA INSURANCE GROUP AG  Wiener  Versicherung  Gruppe,  Department
VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010 Vienna, Schottenring 30.


ADMISSION TO THE GENERAL MEETING
For the admission to the general meeting, you may have to prove  your  identity.
Please bring a valid official photo identification. If you  attend  the  general
meeting as a power of attorney holder, please also bring the power  of  attorney
in addition to your valid official photo identification. If 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 in 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 hours (CEST).




Vienna, March 2012                                       The Managing Board


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

Alexander Jedlicka 
Head of Public Relations, Spokesman 
Tel.: +43 (0)50 350-21029 
Fax: +43 (0)50 350 99-21029 
E-Mail: alexander.jedlicka@vig.com

Nina Higatzberger
Head of Investor Relations
Tel.: +43 (0)50 350-21920
Fax: +43 (0)50 350 99-21920
E-Mail: nina.higatzberger@vig.com

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


issuer:      Vienna Insurance Group
             Schottenring 30
             A-1011 Wien
phone:       +43(0)50 350-21919
FAX:         +43(0)50 350 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 of: Vienna Insurance Group, transmitted by news aktuell