EQS-AGM: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Convocation of the AGM 2024

EQS-News: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe /
Announcement of the Convening of the General Meeting
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Convocation of the
AGM 2024

23.04.2024 / 11:27 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Translation from German original – in case of doubt the German
version prevails

VIENNA INSURANCE GROUP AG

Wiener Versicherung Gruppe

FN 75687 f
ISIN: AT0000908504
Schottenring 30, Ringturm, 1010 Vienna

CONVOCATION

of the

33rd Annual General Meeting,
to be held in person on Friday, 24 May 2024, at 11 a.m. (CEST) at Wiener
Stadthalle, Roland-Rainer-Platz 1,
1150 Vienna, Hall F
 

AGENDA

 1. Presentation of the approved annual financial statements for 2023
including the management report, the consolidated corporate governance
report 2023, the sustainability report 2023 (consolidated non-
financial report), the consolidated financial statements for 2023
including the group management report, the proposal for the
appropriation of profits and the report of the Supervisory Board
(Section 96 Aktiengesetz).
 
 2. Resolution on the appropriation of the net profit for the year as per
the annual financial statements as of 31 December 2023.
 
 3. Resolution on the remuneration report 2023.
 
 4. Resolution on discharging the Managing Board members for the financial
year 2023.
 
 5. Resolution on discharging the Supervisory Board members for the
financial year 2023.
 
 6. Election of the auditor and group auditor for the financial year 2025
as well as the auditor of the consolidated sustainability report for
the financial year 2025.
 
 7. Election of the auditor of the consolidated sustainability report for
the financial year 2024.
 
 8. Elections to the Supervisory Board.
 
 9. Resolution on the remuneration policy.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING

The following documents, to be made available pursuant to Section 108
Aktiengesetz, will be available for inspection during regular business
hours by the shareholders on the premises of the registered office of
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the “Company”),
Schottenring 30, 1010 Vienna, no later than on 3 May 2024:

• Annual financial statements including the management report for the
financial year 2023,
• Consolidated financial statements including group management report
for the financial year 2023,
• Report of the Supervisory Board for the financial year 2023,
• Consolidated corporate governance report for the financial year 2023,
• Sustainability report for the financial year 2023 (consolidated
non-financial report),
• Proposal for the appropriation of the net profit for the financial
year 2023 (agenda item 2),
• Proposals for resolution on items 2 to 9 of the agenda,
• Explanatory information on items 1, 2, 3, 6, 7, 8 and 9 on the agenda,
• Documents for the elections to the Supervisory Board pursuant to
Section 87 (2) Aktiengesetz (agenda item 8), as well as
• Remuneration report 2023 and remuneration policy.

These documents and the full text of this Convocation, the forms for
granting and for revoking proxy pursuant to Section 114 Aktiengesetz, as
well as the information concerning the rights of shareholders pursuant to
Sections 109, 110, 118 and 119 Aktiengesetz may also be downloaded from
the Company’s website group.vig/en under Investor Relations/Annual General
Meeting via the direct link group.vig/annual-general-meeting no later than
from 3 May 2024.

INFORMATION ABOUT THE SHAREHOLDERS’ RIGHTS AS DEFINED UNDER
SECTIONS 109, 110, 118 AND 119 AKTIENGESETZ

Shareholders whose shares collectively account for 5% of the share capital
and who have held those shares for at least three months prior to the
motion may request in writing that additional items be included in the
agenda of this Annual General Meeting and request that they be published,
provided that the request is received in writing by the Company at the
address VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Department
VD100, Attn. Mr Philipp Bardas, Schottenring 30, 1010 Vienna, by 3 May
2024 at the latest. A proposal for a resolution including a statement of
the reasons for the same must be enclosed with every item requested in
such manner for inclusion in the agenda.

Presentation of a deposit receipt as defined under Section 10a
Aktiengesetz certifying that the requesting shareholders have held their
shares for at least three months prior to the motion is deemed sufficient
for demonstrating ownership of bearer shares kept in custody, and such
proof must not be older than seven days from the date of presentation to
the Company. Several deposit receipts for shares amounting, only when
aggregated, to 5% of the share capital must all show the same date.
Reference is made to the information about the right to attend the Annual
General Meeting as regards the other deposit receipt requirements.

Shareholders whose shares collectively account for 1% of the share
capital may submit proposals for resolution including a statement of the
reasons for the same regarding any item of the agenda in text form and may
request that such proposals, together with the name of the requesting
shareholder, including the statement of the reasons for the same and an
opinion from the Managing Board or the Supervisory Board, if any, be made
available on the registered Company’s website, provided that such request
is received by the Company in text form no later than on 14 May 2024
either by fax to +43(0)1 89 00 500- 50 or by post to VIENNA INSURANCE
GROUP AG Wiener Versicherung Gruppe, Department VD100, Attn. Mr Philipp
Bardas, Schottenring 30, 1010 Vienna. In the case of a proposal for the
election of a member of the Supervisory Board, a statement of the proposed
candidate pursuant to Section 87 (2) Aktiengesetz is to be submitted in
lieu of the statement of the reasons.

Presentation of a deposit receipt pursuant to Section 10a Aktiengesetz is
deemed sufficient for evidencing ownership of bearer shares kept in
custody for the purposes of exercising this shareholder right, and such
proof must not be older than seven days from the date of presentation to
the Company. Several deposit receipts for shares amounting, only when
aggregated, to 1% of the share capital must show the same date. Reference
is made to the information about the right to attend the Annual General
Meeting (see below) as regards the other deposit receipt requirements.

A proposal for resolution disclosed pursuant to Section 110 (1)
Aktiengesetz may only be voted on pursuant to Section 119 (2) Aktiengesetz
if reiterated as a request at the Annual General Meeting.

At the Annual General Meeting any shareholder shall, upon request, be
informed about Company matters to the extent that such information is
required for a proper assessment of an item of the agenda. Such
information may be denied if, according to reasonable business judgement,
disclosure of the same may cause a material disadvantage to the Company or
an affiliated enterprise or may be punishable by law. Only shareholders
present or represented at the Annual General Meeting shall be entitled to
the right to information.

At the Annual General Meeting every shareholder is entitled to put forward
motions with respect to any item of the agenda which require no prior
announcement. The prerequisite for this is proof of the right to attend
the meeting pursuant to this Convocation.

A motion for election of a person to the Supervisory Board may be voted on
at the Annual General Meeting only if a relevant proposal for resolution
of shareholders whose shares amount to 1% of the share capital in the
aggregate is published on the registered Company’s website no later than
on 16 May 2024. Therefore, such motion must be received by the Company no
later than on 14 May 2024, i.e. two business days prior to 16 May 2024.
With regard to the other requirements for submitting proposals for
resolutions reference is made to the relevant explanations.

Article 10 (2) of the Articles of Association of VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe determines that the Supervisory Board consists
of three to twelve members. The Supervisory Board must be comprised of at
least four women and at least four men. Currently, the Supervisory Board
of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe fulfils the
minimum requirement pursuant to Section 86 (7) Aktiengesetz and consists
of twelve members, of which there are five women and seven men. As of the
end of the Annual General Meeting the term of office of eleven members
will expire as foreseen. The Supervisory Board shall continue to consist
of twelve members elected by the Annual General Meeting. Therefore, eleven
new members must be elected to the Supervisory Board in order to restore
the previous number of twelve Supervisory Board members.

Additional information concerning these rights of shareholders pursuant to
Sections 109, 110, 118 and 119 Aktiengesetz will be available on the
Company’s website at group.vig/annual-general-meeting no later than 3 May
2024.

RECORD DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING PURSUANT TO
SECTION 111 AKTIENGESETZ

Bearer shares kept in custody

The right to attend the Annual General Meeting and to exercise voting
rights and other shareholder rights which are to be asserted in connection
with the Annual General Meeting are subject to the ownership of shares as
of 14 May 2024, midnight (CEST) (record date).

Only persons who are shareholders as of the record date and can provide
proof thereof to the Company are entitled to attend the Annual General
Meeting and exercise shareholders’ rights.

In the case of bearer shares kept in custody, a deposit receipt as
defined under Section 10a Aktiengesetz shall suffice as proof of share
ownership as of the record date. Deposit receipts, which must be received
by the Company no later than on 21 May 2024, midnight (CEST) must be
delivered exclusively to any one of the following addresses:

• By post or courier:
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe c/o
HV-Veranstaltungsservice GmbH,
Köppel 60, 8242 St. Lorenzen am Wechsel
• By fax: +43 (0)1 89 00 500-50
• By e-mail: [1]anmeldung.vig@hauptversammlung.at (as a scanned
attachment – TIF, PDF, etc.)
• By SWIFT: GIBAATWGGMS
Message type MT598 or MT599; always state ISIN AT0000908504 in the
text

Deposit receipt as defined under Section 10a Aktiengesetz

The deposit receipt must be issued by the bank maintaining the securities
account, whose registered office shall be in a Member State of the
European Economic Area or a full Member State of the OECD, and shall
contain the following information:

• Information on the issuer: (corporate) name and address or a standard
code used for transactions between banks (SWIFT code),
• Information on the shareholder: (corporate) name, address, date of
birth in the case of natural persons, register and register number in
the case of legal entities, as applicable,
• Information on the shares: number of shares held by the shareholder
(ISIN AT0000908504),
• Securities account number or any other identification,
• Date or time period to which the deposit receipt refers.

The deposit receipt must make reference to the record date, i.e. 14 May
2024, midnight (CEST).

If the deposit receipt is intended as proof of shareholder status, it may
be no older than seven days from the date of presentation to the Company.

For the purposes of the final sentence of Section 10a (1) Aktiengesetz,
the Company will also accept deposit receipts that were issued by legal
entities which are authorised pursuant to Czech and Hungarian law to keep
securities accounts with regard to those shares.

Deposit receipts must be in German or English. The shares will not be
blocked as a consequence of a shareholder’s registration for the Annual
General Meeting and/or the presentation of a deposit receipt; thus,
shareholders may continue to freely dispose of their shares even after
registration and/or transmission of a deposit receipt.

REPRESENTATION BY PROXY PURSUANT TO SECTION 114 AKTIENGESETZ

Any shareholder who is entitled to attend the Annual General Meeting has
the right to appoint a proxy, who shall attend the Annual General Meeting
on behalf of the shareholder and who shall have the same rights as the
shareholder she/he represents.

A proxy must be granted to a specific person (a natural or a legal person)
in text format, and several persons may be granted proxy. If the
shareholder has given his custodian bank power of attorney, it is
sufficient that the latter makes a declaration in addition to the deposit
receipt that he has been granted power of attorney. The proxy shall be
submitted to the Company at one of the addresses stated below:

• by post: 
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe c/o
HV-Veranstaltungsservice GmbH,
Köppel 60, 8242 St. Lorenzen am Wechsel
• by fax: +43 (0)1 89 00 500-50
• by email: [2]anmeldung.vig@hauptversammlung.at (as scanned attachment
TIF, pdf, etc.)
• by SWIFT: GIBAATWGGMS
Message type MT598 or MT599; implicitly state ISIN AT0000908504 in the
text
• personally: when registering for the Annual General Meeting at the
place of the meeting

A proxy form and a form for revocation of proxy will be sent to you upon
request and are available on the Company’s website at
group.vig/annual-general-meeting.

Unless the proxy is handed in personally upon registration on the day of
the Annual General meeting, the proxy must be received by the Company not
later than on 23 May 2024, 3 p.m. (CEST).

The above regulations on the granting of proxy shall apply mutatis
mutandis to revocation of proxy.

PROXY

As an additional service Mr. Michael Knap as the representative of the
Interessenverband für Anleger (Austrian Shareholder Association), IVA,
Feldmühlgasse 22, 1130 Vienna, will be available to the shareholders as an
independent proxy for exercise of voting rights at the Annual General
meeting according to the shareholder’s instructions. If you are interested
in this service, please contact Michael Knap directly on +43 (0)1
8763343-30 (phone), on +43 (0)1 8763343-39 (fax) or at
[3]knap.vig@hauptversammlung.at (email). You may also use the form on our
website to grant him proxy.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS (Information pursuant to
Section 120 (2) no. 1 of the Austrian Stock Exchange Act
[Börsegesetz/BörseG])

At the time the Annual General Meeting is convened, the Company’s share
capital amounts to EUR 132,887,468.20 and is divided into 128,000,000
no-par value bearer shares. Every share entitles the holder to one vote.
The Company and its subsidiaries hold no treasury shares. The total number
of shares granting a right to attend and to vote amounts to 128,000,000
shares on the date stated above.

ADMISSION TO THE ANNUAL GENERAL MEETING

When being admitted the Annual General Meeting, you must be able to
identify yourself. Please bring a valid official photo identification
along for that purpose. If you attend the meeting as the representative of
a legal entity, please bring an up-to-date excerpt from the Commercial
Register with you that evidences your power of representation. If you
attend the meeting as a proxy, please also bring the proxy along. If the
original proxy has already been sent to the Company, you will make
entering easier if you take a copy of the proxy along.

The Company reserves the right to identify the persons appearing for the
meeting. If a person cannot be identified, the Company may refuse
admission.

We kindly ask you to take into account the fact that numerous participants
will be expected and that the usual safety checks will be carried out.
Admission for collection of voting cards will start at 9:30 a.m. (CEST).

INTERNET BROADCAST

The speech of the chairman of the Managing Board will be broadcasted on
the internet. The link to the broadcast will be made available timely
before the Annual General Meeting at group.vig/annual-general-meeting. The
rest of the Annual General Meeting will not be broadcast on the internet.

INFORMATION FOR SHAREHOLDERS ON THE PROCESSING OF PERSONAL DATA

Purpose and legal basis of processing your data

The Company processes personal data of shareholders (in particular those
pursuant to Section 10a (2) Aktiengesetz, i.e. name, address, date of
birth, securities account number, number of shares of the shareholder,
type of share if applicable, date or period to which the deposit receipt
refers, voting card number and, if applicable, name and date of birth of
the proxy holder) on the basis of applicable data protection regulations,
in particular the EU General Data Protection Regulation (GDPR) and the
Austrian Data Protection Act (DSG), so as to enable shareholders to
exercise their rights at the Annual General Meeting.

The processing of the personal data of shareholders is mandatory for the
participation of shareholders and their representatives at the Annual
General Meeting in accordance with the Stock Corporation Act, in
particular Sections 111, 113, 114, 117 and 120 Aktiengesetz. Shareholders’
personal data is processed in the course of the Annual General Meeting in
particular for the following purposes: Organising the Annual General
Meeting, participation of shareholders and their representatives in the
Annual General Meeting, exercising of shareholder rights at the Annual
General Meeting, recording voting activity, creating a registration list,
list of attendance and a list of proxies, preparing the minutes of the
Annual General Meeting, and fulfilling compliance obligations, including
recording, disclosure and reporting obligations. Article 6 (1) (c) GDPR
and Article 6 (1) (f) GDPR therefore constitute the legal basis for said
processing.

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Schottenring 30,
1010 Vienna, is the data controller responsible for the processing of
personal data. For the purpose of conducting the Annual General Meeting,
the Company uses external service providers, in particular a vote counting
service, public notaries, legal advisers and IT service providers. These
providers only receive personal data required for the performance of the
contractually agreed services from the Company and process the data
exclusively in accordance with instructions received from the Company. The
Company has concluded a data protection agreement with these service
providers to the extent legally required.

The members of the Managing Board and the Supervisory Board, the public
notary and all other persons entitled to participate in the Annual General
Meeting by law have the right to view the legally required list of
participants (Section 117 Aktiengesetz) and thereby also have access to
personal data specified therein (i.a. name, place of residence,
shareholding). The Company is also required by law to submit personal
shareholder data (in particular the list of participants) to the company
register as part of the minutes prepared by the public notary (Section 120
(4) Aktiengesetz).

Retention period of your data

Shareholders’ data will be anonymised and/or deleted as soon as it is no
longer necessary for the purposes for which they were collected or
processed, and as far as no other legal obligation requires further
storage. Obligations to provide proof and to retain records arise in
particular from corporate, stock corporation and takeover laws, from tax
and duties legislation as well as anti-money laundering regulations.
Should any legal claims be made by shareholders against the Company or
vice versa by the Company against the shareholders, the storage of
personal data serves to clarify and enforce claims in individual cases. In
connection with civil court proceedings, this may lead to storage of data
for the duration of the limitation period plus the duration of the court
proceedings until their legally binding conclusion. The period of
limitation is governed, in particular, by the provisions contained in the
General Civil Code.

Your rights

You have the right to request information as to whether we process your
personal data. If that is the case, you may demand information regarding
the data, the purpose of the processing, the categories of data, the
recipients, the source, and retention period of your personal data
processed by us.

Should inaccurate or incomplete personal data be processed, you have the
right to obtain the rectification or completion of your data. You may also
demand that your unlawfully processed data be deleted. Please note that
this right only refers to incorrect, incomplete, or unlawfully processed
data. If it is not clear whether the processing of your personal data has
been incorrect or incomplete or even unlawful, you may request the
restriction of the processing of your personal data until final
clarification of the matter. Where processing requires your consent, you
have the right to withdraw your previously granted consent at any time
without stating any reason in order to prevent the further use of your
personal data collected and used as per this consent. The withdrawal of
your consent does not affect the lawfulness of the processing, which has
been performed with your consent prior to your withdrawal. In the event of
a revocation, you also have the right to request the erasure of your data.

You may receive a copy of your personal data processed by us in a
machine-readable format determined by us upon your request. You may also
instruct us to directly provide this data to a third party selected by
you, provided that said recipient has the necessary technical means and
the data transfer does not involve a disproportionate effort or is in
violation of any legal or other secrecy obligation or confidentiality
consideration on our part or on the part of a third party.

To the extent that we process your data for the purpose of the legitimate
interests of the controller or a third party, you also have a right of
objection.

We kindly ask you to submit any requests using the contact details below.
Please attach a copy of your ID when submitting your request to prevent
your personal data from falling into the wrong hands.

Contact for data protection requests

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe Data Protection Team
Schottenring 30
1010 Vienna Austria
[4]datenschutz@vig.com

Moreover, you have the right to lodge a complaint with the Austrian Data
Protection Authority (Österreichische Datenschutzbehörde), Barichgasse
40-42, 1030 Vienna, (dsb@dsb.gv.at).

Vienna, April 2024 
The Managing Board

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23.04.2024 CET/CEST

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Language: English
Company: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Schottenring 30
1010 Vienna
Austria
Phone: +43(0)50 390-22000
Fax: +43(0)50 390 99-22000
E-mail: info@vig.com
Internet: www.group.vig
ISIN: AT0000908504
WKN: A0ET17
Listed: Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

1886507  23.04.2024 CET/CEST

References

Visible links
1. anmeldung.vig@hauptversammlung.at
2. anmeldung.vig@hauptversammlung.at
3. knap.vig@hauptversammlung.at
4. datenschutz@vig.com