• 21.04.2022, 09:04:15
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  • EQS0002

EQS-AGM: UNIQA Insurance Group AG: C O N V O C A T I O N of the shareholders of UNIQA Insurance Group AG, with its registered office in Vienna, to the 23rd Annual General Meeting to be held on 23 May 2022

EQS-News: UNIQA Insurance Group AG / Announcement of the Convening of the
   General Meeting
   UNIQA Insurance Group AG: C O N V O C A T I O N of the shareholders of
   UNIQA Insurance Group AG, with its registered office in Vienna, to the
   23rd Annual General Meeting to be held on 23 May 2022

   21.04.2022 / 09:02
   Announcement of the Convening of the General Meeting, transmitted by EQS -
   a service of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   Unofficial translation from the German language - only the German language
   version is legally binding

   UNIQA Insurance Group AG
   ISIN AT0000821103

   C O N V O C A T I O N

   of the shareholders of UNIQA Insurance Group AG, with its registered
   office in Vienna,
   to the

   23^rd Annual General Meeting

   to be held on Monday, 23 May 2022, 10 a.m.

   at the Hilton Vienna Park Hotel, Am Stadtpark 1, 1030 Vienna

   The 23rd Annual General Meeting of UNIQA Insurance Group AG, FN 92933t
   ("UNIQA" or the "Company"), will be convened as a meeting with physical
   attendance of the shareholders. We wish to draw the attention of all
   participants to the fact that due to the persisting COVID-19 pandemic they
   will have to comply with all official health protection regulations (i.e.
   regulations issued by the federal authorities and of the authorities of
   the Land of Vienna).

   This means that participation in the Annual General Meeting will only be
   possible in compliance with the provisions regarding the prevention of the
   spread of COVID-19 in force on the day of the Annual General Meeting, i.e.
   in particular the COVID-19 Measures Act and the 1950 Epidemics Act, as
   well as the regulations issued by the Federal Minister for Social Affairs,
   Health, Care and Consumer Protection and the regulations of the Governor
   of the Land of Vienna in force on the day of the Annual General Meeting.

   Admission to the venue of the General Meeting will only be granted to
   those shareholders and other participants who fulfil all legal
   requirements for physical participation in the Annual General Meeting
   applicable on the day of the AGM. For example, on the day of the Annual
   General Meeting, proof of a low epidemiological risk may be required by
   law (e.g. through presentation of a legally valid Covid-19 vaccination
   certificate or a legally valid proof of recovery from Covid-19 infection)
   and/or the obligation to wear a face mask of a certain protection class.
   Please inform yourself in due time about the relevant provisions governing
   participation in meetings of legal entities applicable at the time of the
   Annual General Meeting.

   By 17 May 2022 at the latest, the Company will provide organisational
   information regarding the Annual General Meeting (e.g. route to the venue,
   parking, security, catering), information on the prerequisites for
   admission applicable in the Company's opinion according to the COVID-19
   regulations in force (the "Prerequisites for Admission to Participation in
   the General Meeting"), as well as information on the health protection and
   hygiene measures provided for in order to prevent the spread of Covid-19
   (the "Health Protection and Hygiene Regime") on the Company's website
   ([1]www.uniqagroup.com) under Investor Relations/Annual General Meeting.

   In order to ensure a smooth admission process, shareholders and other
   participants are requested to arrive in good time before the start of the
   Annual General Meeting. Prior to admission, shareholders and other
   participants are requested to present any documents required in accordance
   with the Covid-19 regulations in force on the day of the Annual General
   Meeting. In addition, the Company reserves the right to require
   participants to present a valid official photo ID upon registration. If
   these requirements are not met, admission may be refused. If you are
   attending the AGM as a proxy, please also bring the proxy form made out in
   your name; if the original proxy form has already been sent to the
   Company, you can expedite the registration procedure by bringing a copy of
   the proxy form. Admission of participants for the collection of their
   voting cards starts at 08.30 (CEST).

   The provisions governing admission to the AGM may change, if necessary at
   short notice; in such case, the Company will post the amended provisions
   on the Company's website ([2]www.uniqagroup.com) under Investor
   Relations/Annual General Meeting.

   Notwithstanding the foregoing, the Executive Board of the Company reserves
   the right to cancel the General Meeting - even at short notice - if a safe
   conduct of the General Meeting cannot be guaranteed, e.g. for
   organisational or health-related reasons.

   A G E N D A

   1. Presentation of the approved and officially adopted non-consolidated
   financial statements and the consolidated financial statements of UNIQA
   Insurance Group AG for the year ending 31 December 2021, the management
   report, the corporate governance report of the Management Board, the
   separate consolidated non-financial report of the Management Board, and
   the Management Board's proposal for the distribution of profits, as well
   as the report of the Supervisory Board pursuant to Section 96 Stock
   Corporation Act for the fiscal year 2021.

   2. Resolution on the distribution of net profits shown in the Company's
   financial statements for the year ending 31 December 2021.

   3. Resolution on the approval of the actions of the members of the
   Management Board and the Supervisory Board of the Company for the fiscal
   year 2021.

   4. Election of the auditor of the non-consolidated and consolidated
   financial statements for the fiscal year 2023.

   5. Resolution on the remuneration report including the remuneration of the
   Management Board and the Supervisory Board for the 2021 business year.

   6. Resolution on the daily allowances and the remuneration of the members
   of the Supervisory Board.

   7. Election of a member of the Supervisory Board.

   Documents

   The following documents are available on the Company's registered website
   ([3]www.uniqagroup.com) as of the 21^st day prior to the Annual General
   Meeting, i.e. not later than on 2 May 2022, under Investor Relations /
   Annual General Meeting:

   (i) Non-consolidated financial statements for the year ending 31 December
   2021, including the management report

   (ii) Consolidated financial statements for the year ending 31 December
   2021, including the consolidated management report

   (iii) Corporate governance report for the fiscal year 2021

   (iv) Separate non-financial report for the fiscal year 2021

   (v) Proposal of the Management Board for the distribution of net profit
   shown in the Company's financial statements for the year ending 31
   December 2021

   (vi) Report of the Supervisory Board pursuant to Section 96 of the Stock
   Corporation Act for the 2021 financial year

   (vii) Remuneration report including the remuneration of the Management
   Board and the Supervisory Board for the 2021 financial year

   (viii) Proposed resolutions of the Management Board and/or the Supervisory
   Board regarding items 2 to 7 of the agenda

   (ix) Further information on the shareholders' rights pursuant to Sections
   109, 110 and 118 of the Stock Corporation Act

   (x) Convocation of the shareholders of the Company to the 23^rd Annual
   General Meeting

   (xi) Declaration by the candidate proposed for election to the Supervisory
   Board pursuant to Section 87 (2) of the Stock Corporation Act, i.e.
   statement regarding his/her professional qualification, professional or
   similar positions, and confirmation that there are no grounds for bias

   From the date of publication, this convocation to the 20^rd Annual General
   Meeting of the Company, and as of 2 May 2022, at the latest, the documents
   indicated in paragraphs (i) to (x) and (xi) above are available at no
   charge at the Company's premises in A-1029 Vienna, Untere Donaustrasse 21,
   UNIQA Tower, Investor Relations.

   Moreover, forms for the granting and revocation of proxies pursuant to
   Section 114 of the Stock Corporation Act are available on the Company's
   website as of 21 April 2022.

   Notice concerning shareholders' rights (Section 106 (5) Stock Corporation
   Act)

   Pursuant to Section 109 of the Stock Corporation Act, 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
   accompanied 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 21^st day prior to the Annual General Meeting, hence on or before 2
   May 2022. Such 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 of the Stock Corporation Act, 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 motivation of the request, and a statement, if any, by the Management
   Board or the Supervisory Board be made available on the Company's website,
   as entered in the Companies Register. The request must be sent in writing
   to the Company's address at A-1029 Vienna, Untere Donaustrasse 21, UNIQA
   Tower, Investor Relations, or by fax at +43 1 211 75 79 3773 or e-mail to
   [4]hauptversammlung@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 receivable if received by the Company on or
   before the 7^th working day prior to the Annual General Meeting, i.e. on
   or before 12 May 2022.

   If a candidate for election to the Supervisory Board is proposed, the
   motivation of the request is replaced by a declaration by the candidate
   proposed pursuant to Section 87 (2) of the Stock Corporation Act. Section
   86 (7) of the Stock Corporation Act applies to the Company, i.e. the
   Supervisory Board must comprise at least 30% women and at least 30% men.
   In its current composition, the Supervisory Board must include at least
   five women and at least five men (calculated on the basis of a total
   number of fifteen Supervisory Board members, i.e. ten capital
   representatives and five employee representatives) in order to meet the
   minimum quota pursuant to Section 86 (7) of the Stock Corporation Act. For
   the proposed election, the minimum quota of women and men on the
   Supervisory Board must be met in its entirety. Currently, the minimum
   quota is met, given that the Supervisory Board of the Company comprises
   five women and ten men.

   Pursuant to Section 118 of the Stock Corporation Act, every shareholder
   has the right to be informed about the Company's affairs at the Annual
   General Meeting upon his or her request, if such information is necessary
   to properly assess 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 disadvantage, or if the disclosure of such
   information would constitute a criminal offence.

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

   Further information about shareholder rights pursuant to Sections 109,
   110, 118 and 119 of the Stock Corporation Act is available on the
   Company's website ([5]www.uniqagroup.com) at Investor Relations/Annual
   General Meeting.

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

   Pursuant to Section 111 (1) of the Stock Corporation Act, 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)
   have the right to attend the Annual General Meeting and exercise their
   shareholder rights. The record date is 13 May 2022, 24:00 hours (Vienna
   time).

   For bearer shares deposited with a custodian (all shares issued by the
   Company are bearer shares), proof of shareholder status on the record date
   is furnished by producing to the Company a deposit certificate pursuant to
   Section 10a of the Stock Corporation Act, 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 18 May 2022, at A-1029
   Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax
   at +43 (0)1 8900 500 95 or e-mail to
   [6]anmeldung.uniqa@hauptversammlung.at or by SWIFT message type MT598 to
   GIBAATWGGMS with reference to ISIN AT0000821103. The deposit certificate
   pursuant to Section 10a of the Stock Corporation Act 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 natural persons, register and register number (Companies Register
   number) of legal persons,

   - Securities account number or other identifier,

   - Information about the shares: number of the shareholder's no-par-value
   shares,

   - Date or period 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 has the right to 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 specified person in text form. Every
   shareholder may use the forms the Company provides on its website
   ([7]www.uniqagroup.com) at Investor Relations/Annual General Meetings.
   Shareholders are not obliged to use these forms.

   If shareholders so wish, they may appoint Mr. Florian Beckermann, Managing
   Director 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 granting and
   revocation of proxies are available on the Company's website
   ([8]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 Mr. Florian Beckermann at +43 1 876 33 43-30 or by email at
   [9]florian.beckermann@iva.or.at. If a proxy is granted to the independent
   IVA proxy holder, it must nevertheless be sent to the Company as described
   below. The Company will provide the authorized proxy with copies of the
   proxies. Any instructions on the exercise of voting rights must be issued
   directly to Mr. Florian Beckermann. Please note that Mr. Florian
   Beckermann 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 20 May 2022, 4 p.m. (last
   working 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 (0)1 8900 500 95 or e-mail at
   [10]anmeldung.uniqa@hauptversammlung.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 can only be handed
   over 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 a proxy to his/her custodian bank (Section
   10a Stock Corporation Act), 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 also apply, mutatis
   mutandis, to the revocation of proxies.

   The distribution of voting cards for the Annual General Meeting starts at
   8:30 a.m. on the day of the Annual General Meeting. Shareholders and their
   representatives are asked to bring an official photo ID for
   identification. The Company reserves the right to verify the identities of
   the individuals (shareholders and their representatives) attending the
   Annual General Meeting. If their identity cannot be determined,
   shareholders and shareholder representatives may be denied admission to
   and presence at the Annual General Meeting.

   Information on the organisation of the Annual General Meeting, the
   prerequisites for admission to the Annual General Meeting, and the health
   protection and hygiene regime will be published on the Company's website
   ([11]www.uniqagroup.com) under Investor Relations/Annual General Meeting
   not later than 17 May 2022.

   Information for shareholders regarding data processing

   For the purposes of the Annual General Meeting, UNIQA Insurance Group AG
   processes the shareholders' personal data (in particular data pursuant to
   Section 10a (2) of the Stock Corporation Act, i.e. name, address, date of
   birth, number of the securities deposit account, number of shares held by
   the shareholder, type of shares, where applicable, number of the voting
   card and, where applicable, the name and date of birth of the
   proxy-holder(s)) on the basis of the data protection provisions in effect,
   especially the European General Data Protection Regulation (GDPR), as well
   as the Austrian Data Protection Act and the Stock Corporation Act, in
   order to enable the shareholders to exercise their rights within the
   framework of the Annual General Meeting.
   Pursuant to the Stock Corporation Act, the processing of personal data of
   shareholders is a mandatory prerequisite for the participation of
   shareholders in the Stock Corporation Act. The legal basis for data
   processing is Article 6 (1) c) of the GDPR.
   UNIQA Insurance Group AG is the controller responsible for the processing
   of personal data. For the purpose of organizing the Annual General
   Meeting, UNIQA Insurance Group AG uses the services of external service
   providers, such as public notaries, lawyers, banks and IT providers. These
   receive from UNIQA Insurance Group AG only such personal data as are
   required for the performance of the contractually agreed services and
   process such data exclusively in accordance with instructions received
   from UNIQA Insurance Group AG. As far as required by law, UNIQA Insurance
   Group AG has concluded privacy agreements with these service providers.
   Shareholders, proxies, 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 have the right to view the
   legally required list of attendance (Section 117 of the Stock Corporation
   Act) and thus view the personal data specified therein (such as name,
   place of residence, number of shares). Moreover, UNIQA Insurance Group AG
   is obliged by law to submit personal shareholder data (in particular the
   list of attendance) as part of the minutes prepared by the public notary
   to the Companies Register (Section 120 of the Stock Corporation Act).
   The shareholder data are anonymized and/or deleted as soon as they are no
   longer required for the purposes for which they were collected or
   processed, provided further storage is not required by other legal
   provisions. Duties of documentation and retention arise, in particular,
   from company law, stock corporation law and the law on mergers and
   acquisitions, inter alia Section 128 (4) of the Stock Corporation Act
   (obligation of the company to issue, upon a shareholder's request, a
   confirmation of the correct recording and counting of the votes cast by
   the respective shareholder within 14 days of the vote), as well as tax law
   and the provisions on the prevention of money laundering and the financing
   of terrorism. If legal claims are raised by shareholders against UNIQA
   Insurance Group AG or vice versa by UNIQA Insurance Group AG against
   shareholders, the storage of personal data serves to clarify and enforce
   such claims in individual cases. In connection with civil court
   proceedings, this may result in the storage of date during the period of
   limitations and, additionally, for the duration of court proceedings until
   a final decision is rendered.

   In the absence of legal or official provisions to the contrary, every
   shareholder has at any time the right to information, rectification,
   erasure or restriction of processing of their personal data, as well as
   the right to object to processing and the right to data portability in
   accordance with the provisions of Chapter III of the GDPR. Shareholders
   can invoke these rights free of charge vis-à-vis UNIQA Insurance Group AG
   by email [12]datenschutz@uniqa.at or at the following contact data: UNIQA
   Insurance Group AG, Untere Donaustraße 21, 1029 Wien, fax no. +43 50677
   676 (UNIQA Kundenservice).

   Moreover, shareholders have the right to lodge a complaint with the
   Austrian data protection authority pursuant to Article 77 of the General
   Data Protection Regulation.

   For further information on data protection, please refer to the Privacy
   Policy published on the website of UNIQA Insurance Group AT
   ([13]www.uniqagroup.com) under Investor Relations/Annual General Meeting.

   Information on Webcasting of the Annual General Meeting

   Notice pursuant to Section 106 (2) (b) of the Stock Corporation Act: The
   Annual General Meeting will be webcast from its commencement until the end
   of the CEO's presentation under Item 1 of the agenda.

   Total number of shares and voting rights at the time of convocation
   (Section 106 (9) Stock Corporation Act and Section 83 (2.1) Austrian Stock
   Exchange Act

   At the time of convocation of the Annual General Meeting, the share
   capital of the Company amounts to EUR 309,000,000.00 divided into
   309,000,000 no-par-value shares. Each no-par-value share carries one vote.
   At the time of convocation of the Annual General Meeting, the Company and
   its subsidiaries hold 2,034,739 treasury shares, of which 1,215,089
   treasury shares are held by UNIQA Österreich Versicherungen AG. At the
   time of convocation of the Annual General Meeting, the number of
   participating and voting shares comes to a total of 306,965,261. The
   Company does not have different classes of shares.

   Vienna, April 2022

   ══════════════════════════════════════════════════════════════════════════

   21.04.2022

   ══════════════════════════════════════════════════════════════════════════

   Language: English
   Company:  UNIQA Insurance Group AG
             Untere Donaustraße 21
             1029 Vienna
             Austria
   Phone:    +43 1 211 75-0
   E-mail:   investor.relations@uniqa.at
   Internet: www.uniqagroup.com
   ISIN:     AT0000821103
   WKN:      928900
   Listed:   Vienna Stock Exchange (Official Market)


    
   End of News EQS News Service


   1331561  21.04.2022 

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