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 2023
25.04.2023 / 12:00 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
32nd Annual General Meeting,
to be held in person on Friday, 26 May 2023, 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 2022 including the management
report, the consolidated corporate governance report 2022, the sustainability report 2022
(consolidated non- financial report), the consolidated financial statements for 2022 including
the group management report, the proposal for the appropriation of profits and the report of the
Supervisory Board (Section 96 AktG).
2. Resolution on the appropriation of the net profit for the year as per the annual financial
statements for 2022.
3. Resolution on the remuneration report 2022.
4. Resolution on discharging the Managing Board members for the financial year 2022.
5. Resolution on discharging the Supervisory Board members for the financial year 2022.
6. Resolution on the authorisation of the Managing Board to acquire no-par-value treasury ordinary
bearer shares pursuant to Section 65 (1) no. 8 and (1a) and (1b) AktG to the maximum extent
permitted by law during a period of thirty months from the date the resolution is passed by the
Annual General Meeting. The equivalent to be paid upon redemption must not be lower than a
maximum of 50% below and not higher than a maximum of 10% above the unweighted average closing
price of the ten trading days preceding redemption. At the Managing Board’s option, the shares
may be acquired via the stock exchange or a public offering or in any other expedient manner
that is permitted by law.
Resolution on the authorisation of the Managing Board, for a maximum period of five years from
the date of the resolution, with exclusion of shareholders’ subscription rights
a) to use the acquired treasury shares for the purpose of servicing convertible bonds issued on
the basis of the resolution of the Annual General Meeting on 21 May 2021, and
b) to sell them in a manner permitted by law other than via the stock exchange or by means of a
public offer.
This authorisation replaces the resolution passed at the 30th Annual General Meeting of 21 May
2021 under item 10 on the agenda.
7. Election of the auditor and group auditor for the financial year 2024.
8. Election to the Supervisory Board.
9. Resolutions confirming the resolutions adopted at the 31st Annual General Meeting held on 20 May
2022:
1. Presentation of the approved annual financial statements for 2021 including the management
report, the consolidated corporate governance report 2021, the sustainability report 2021
(consolidated non-financial report), the consolidated financial statements for 2021 including
the group management report, the proposal for the appropriation of profits and the report of the
Supervisory Board (Section 96 AktG).
2. Resolution on the appropriation of the net profit for the year as per the annual financial
statements for 2021.
3. Resolution on the remuneration report 2021.
4. Resolution on discharging the Managing Board members for the financial year 2021.
5. Resolution on discharging the Supervisory Board members for the financial year 2021.
6. Election of the auditor and group auditor for the financial year 2023.
7. Election to the Supervisory Board.
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents, to be made available pursuant to Section 108 AktG, 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 5 May 2023:
• Annual financial statements including the management report for the financial year 2022,
• Consolidated financial statements including group management report for the financial year 2022,
• Report of the Supervisory Board for the financial year 2022,
• Consolidated corporate governance report for the financial year 2022,
• Sustainability report for the financial year 2022 (consolidated non-financial report),
• Proposal for the appropriation of the net profit for the financial year 2022 (agenda item 2),
• Proposals for resolution on items 2 to 9 of the agenda;
• Proposal of WIENER STÄDTISCHE WECHSELSEITIGER Versicherungsverein – Vermögensverwaltung – Vienna
Insurance Group pursuant to Section 110 AktG in connection with Section 86 (4) no. 2 AktG
regarding the election of Dr. Peter Thirring,
• Explanatory information on items 1, 2, 3, 6, 7, 8 and 9 on the agenda,
• Report of the Managing Board on the exclusion of subscription rights (agenda item 6),
• Documents for the election to the Supervisory Board pursuant to Section 87 (2) AktG (agenda item
8),
• Remuneration report 2022 and remuneration policy,
• Documents regarding agenda item 9 relating to the 31st Annual General Meeting
• Annual financial statements for 2021 including the management report,
• Consolidated financial statements for 2021 including the group management report,
• Report of the Supervisory Board for the financial year 2021,
• Consolidated corporate governance report 2021,
• Sustainability report 2021 (consolidated non-financial report),
• Resolution on the appropriation of the net profit for the financial year 2021 (agenda item
2),
• Proposals for resolution on items 2 to 7 of the agenda,
• Explanatory information on items 1, 2, 3, 6 and 7 on the agenda, as well as
• Documents for the election to the Supervisory Board pursuant to Section 87 (2) AktG (agenda
item 7),
• Remuneration report 2021.
These documents and the full text of this Convocation, the forms for granting and for revoking proxy
pursuant to Section 114 AktG, as well as the information concerning the rights of shareholders
pursuant to Sections 109, 110, 118 and 119 AktG may also be downloaded from the Company’s website
[1]www.vig.com/en under Investor Relations/Annual General Meeting via the direct link
[2]www.vig.com/annual-general-meeting no later than from 5 May 2023.
INFORMATION ABOUT THE SHAREHOLDERS’ RIGHTS AS DEFINED UNDER SECTIONS 109, 110, 118 AND 119
AKTG
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 5 May 2023 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 AktG 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 16 May 2023 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) AktG is to be submitted in lieu of the statement of the reasons.
Presentation of a deposit receipt pursuant to Section 10a AktG 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) AktG may only be voted on pursuant
to Section 119 (2) AktG 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.
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 19
May 2023. Therefore, such motion must be received by the Company no later than on 16 May 2023, i.e.
two business days prior to 19 May 2023. 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) AktG and consists of twelve members, of which there are five women and
seven men.
Mr Heinz ÖHLER has resigned his seat on the Supervisory Board as of 30 June 2023. The Supervisory
Board shall continue to consist of twelve members elected by the Annual General Meeting. Therefore,
an additional member must be elected to the Supervisory Board in order to restore the previous
number of twelve Supervisory Board members.
Mr Peter THIRRING is leaving his position as a member of the Managing Board of VIENNA INSURANCE
GROUP AG Wiener Versicherung Gruppe as of 30 June 2023.
Wiener Städtische Wechselseitiger Versicherungsverein – Vermögensverwaltung - Vienna Insurance Group
as shareholder of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe has proposed pursuant to
Section 110 AktG in conjunction with Section 86 (4) no. 2 AktG to elect Mr Peter THIRRING to the
Supervisory Board of the Company effective 1 July 2023 until the end of the Annual General Meeting
which passes the resolution on the discharge of the Supervisory Board for the financial year 2027.
This shareholder holds more than 25% of the voting rights in VIENNA INSURANCE GROUP AG Wiener
Versicherung Gruppe.
The Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe also proposes electing
Mr Peter THIRRING to the Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe.
Additional information concerning these rights of shareholders pursuant to Sections 109, 110, 118
and 119 AktG will be available on the Company’s website at [3]www.vig.com/annual-general-meeting no
later than 5 May 2023.
RECORD DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING PURSUANT TO SECTION 111 AKTG
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 16 May 2023, 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 AktG
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 23 May 2023, 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: [4]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 AktG
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. 16 May 2023, 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) AktG, 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 AKTG
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: [5]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 [6]www.vig.com/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 25 May 2023, 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
[7]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 chairwoman 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
[8]www.vig.com/annual-general-meeting. The rest of the Annual General Meeting will not be
broadcasted 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)
AktG, 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 AktG. 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 AktG) 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) AktG).
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
[9]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
2023
The Managing Board
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25.04.2023 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.vig.com
ISIN: AT0000908504
WKN: A0ET17
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1615765 25.04.2023 CET/CEST
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