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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.
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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
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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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