• 30.04.2025, 09:36:17
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EQS-AGM: UNIQA Insurance Group AG: Convocation to the 26th Annual General Meeting

EQS-News: UNIQA Insurance Group AG / Announcement of the Convening of the
   General Meeting
   UNIQA Insurance Group AG: Convocation to the 26th Annual General Meeting

   30.04.2025 / 09:35 CET/CEST
   Announcement of the Convening of the General Meeting, transmitted by EQS
   News - a service of EQS Group.
   The issuer is solely responsible for the content of this announcement.

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

    

    

   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

    

    26^th Annual General Meeting

    

   to be held on Monday, 2 June 2025, 10:00 a.m.

    

   at the UNIQA Tower, Platinum Hall (ground floor), Untere Donaustrasse 21,
   1029 Vienna

    

    

   The 26^th Annual General Meeting of UNIQA Insurance Group AG, FN 92933t
   ("UNIQA" or the "Company"), will be held as an on-site meeting in the
   presence of shareholders. It will take place at the UNIQA Tower, Platinum
   Hall (ground floor), Untere Donaustrasse 21, 1029 Vienna, on Monday, 2
   June 2025 starting at 10:00 a.m.

    

   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 ended 31 December 2024, the
       Group Management Report including (consolidated) non-financial
       Statement, the Consolidated Corporate Governance Report of the
       Management Board, and the profit distribution proposal of the
       Management Board, as well as the report of the Supervisory Board
       pursuant to section 96 of the Stock Corporation Act for the 2024
       financial year.
    2. Resolution on the distribution of the net profit shown in the
       Company's Annual Financial Statements for the year ended 31 December
       2024.
    3. Resolution on the approval of the actions of the Members of the
       Management Board and the Supervisory Board of the Company for the 2024
       financial year.
    4. Election of the auditor of the non-consolidated and consolidated
       Financial Statements for the financial year 2026 and (anticipatory)
       election of the auditor of the Sustainability Report for the financial
       year 2026.
    5. Resolution on the Remuneration Report disclosing the remuneration of
       the Members of the Management Board and the Members of the Supervisory
       Board for the 2024 financial year.
    6. Resolution on the daily allowances and the remuneration of the Members
       of the Supervisory Board.
    7. Resolution on the renewal of the authorisation of the Management
       Board, with the approval of the Supervisory Board, to acquire treasury
       shares in accordance with section 65 (1.8), (1a) and (1b) of the Stock
       Corporation Act, whereby the company - together with other treasury
       shares which the company has already acquired and still holds (and
       which are limited to the maximum number of treasury shares specified
       in accordance with section 65 (2) of the Stock Corporation Act), which
       the company has already acquired and still holds (and which are to be
       counted towards the maximum number of treasury shares specified in
       accordance with section 65 (2) of the Stock Corporation Act) - may
       acquire treasury shares up to a maximum of 10% of the share capital,
       even if the 10% limit is repeatedly utilised, both via the stock
       exchange and off-market, also excluding shareholders' pro rata tender
       rights, whereby the authorisation is valid from 7 December 2025 up to
       and including 6 June 2028, thus for 30 months, and treasury shares may
       be acquired in accordance with this authorisation at an equivalent
       value of at least EUR 1.00 and no more than EUR 15.00 per share. The
       authorisation to acquire treasury shares also includes the acquisition
       of shares in the company by subsidiaries of the company (section 66 of
       the Stock Corporation Act).

   The company's treasury shares may, with the approval of the Supervisory
   Board, be sold within five years of the authorisation being granted in a
   manner other than via the stock exchange or by public offer, namely (i)
   for the purpose of implementing an employee share ownership programme,
   including for Members of the Management Board and/or senior executives or
   exclusively for Members of the Management Board and/or senior executives
   or a share option plan for employees, including for Members of the
   Management Board and/or senior executives or exclusively for Members of
   the Management Board and/or senior executives, in each case of the company
   and, if applicable, of affiliated companies, including, where applicable,
   by transfer to an employee shareholding foundation within the meaning of
   section 4d (4) of the Income Tax Act, or (ii) as consideration for the
   acquisition of companies, businesses, parts of businesses or shares in one
   or more companies in Austria or abroad or (iii) to fulfil an
   over-allotment option (greenshoe) or (iv) to settle fractional amounts.

    

   The Management Board is authorised, with the approval of the Supervisory
   Board, to withdraw treasury shares acquired by the company without further
   consultation of the Annual General Meeting, and the Supervisory Board is
   authorised to adopt amendments to the Articles of Association resulting
   from the withdrawal of shares.

    

    Documents

   The following documents are available on the Company’s website registered
   in the Companies Register ([1]www.uniqagroup.com) as of the 21^st day
   prior to the Annual General Meeting, i.e. not later than on 12 May 2025,
   under Investor Relations / Annual General Meeting:

    

   i. Non-consolidated Financial Statements for the year ended 31 December
      2024, including the Management Report;
   ii. Consolidated Financial Statements for the year ended 31 December 2024,
       including the Group Management Report and (consolidated) non-financial
       Statement;
   iii. Consolidated Corporate Governance Report for the financial year 2024;
   iv. Annual Financial Statements for the financial year 2024;
   v. Proposal of the Management Board for the distribution of the net profit
      shown in the Company's Annual Financial Statements for the year ended
      31 December 2024;
   vi. Report of the Supervisory Board pursuant to section 96 of the Stock
       Corporation Act for the financial year 2024;
   vii. Remuneration Report disclosing the remuneration of the Members of the
        Management Board and the Members of the Supervisory Board for the
        financial year 2024;
   viii. Report of the Management Board pursuant to section 65 (1b) of the
         Stock Corporation Act in conjunction with section 170 (2) and
         section 153 (4) of the Stock Corporation Act;
   ix. Proposed resolutions of the Management Board and/or the Supervisory
       Board regarding agenda items 2 to 7 of the agenda;
   x. Further information on the shareholders' rights pursuant to sections
      109, 110, 118 and 119 of the Stock Corporation Act;
   xi. Convocation of the shareholders of the Company to the 26^th Annual
       General Meeting.

    

   From the date of publication, this convocation to the 26^th Annual General
   Meeting of the Company, and as of 12 May 2025, at the latest, the
   documents indicated in paragraphs (i) to (xi) above are available at free
   of charge at the Company's premises in A-1029 Vienna, Untere Donaustrasse
   21, UNIQA Tower, Investor Relations. For reasons of sustainability, the
   company will not make the aforementioned documents available to all
   shareholders participating in the Annual General Meeting in printed form.

   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 no later than as of 12 May 2025.

    
   Notice concerning shareholders' rights (section 106 (5) of the 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. Such 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 12 May 2025. 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
   or in text form to the Company's address at A‑1029 Vienna, Untere
   Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax (in text form)
   at +43 1 211 75 79 3773 or e-mail to [2]hauptversammlung@uniqa.at. 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 21 May 2025.

   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.
   According to 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 shareholder
   representatives and five employee representatives) in order to meet the
   minimum quota pursuant to section 86 (7) of the Stock Corporation Act. The
   minimum quota of women and men on the Supervisory Board must be met in its
   entirety; no objection was raised pursuant to section 86 (9) of the Stock
   Corporation Act. Currently, the minimum quota is met, given that the
   Supervisory Board of the Company comprises six women and nine 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 shareholders submit a deposit certificate pursuant to section 10a of
   the Stock Corporation Act to prove 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 ([3]www.uniqagroup.com) at Investor Relations / Annual
   General Meeting as of 30 April 2025.

   Right to attend, deposit certificate, record date, and proxy (section 106
   (6), (7) and (8) of the 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 23 May 2025, 24:00 hours (CET).

   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 27 May 2025, at A‑1029
   Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax
   (signature not required) at +43 (0)1 8900 500 50 or e-mail to
   anmeldung.uniqa@[4]hauptversammlung.at or by SWIFT message type MT598 or
   MT599 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 English.

   The deposit certificate must be issued by the shareholder's custodian bank
   or by the intermediary appointed by the custodian bank of the shareholder
   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. The proxy must be granted to a specified person in text form.
   Every shareholder may use the forms the Company provides on its website
   ([5]www.uniqagroup.com) at Investor Relations / Annual General Meeting.
   Shareholders are not obliged to use these forms.

   If shareholders wish so, they may appoint Mr. Michael Knap, Honorary
   President 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
   ([6]www.uniqagroup.com) at Investor Relations / Annual General Meeting.
   Any proxy-related costs by the independent proxy of the IVA will be 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. Michael Knap at +43 664
   213 87 40 or by email at [7]knap.uniqa@hauptversammlung.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. Michael Knap. Please note
   that Mr. Michael Knap 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 form must be sent to and retained by the Company. A
   proxy form must be received by the Company no later than on 30 May 2025,
   4:00 p.m. (CET), in writing by surface mail at A-1029 Vienna, Untere
   Donaustraße 21, UNIQA Tower, Investor Relations, or by fax (in text form)
   at +43 (0)1 8900 500 50 or e-mail at
   [8]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 or MT599 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 of the 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.

   To ensure a smooth conduct of entrance checks, shareholders and other
   participants are requested to present in due time before the beginning of
   the Annual General Meeting. The Company reserves the right to demand that
   participants present an official photo ID upon registration. If these
   requirements are not met, shareholders may be denied entrance. If you are
   participating in the Annual General Meeting as an authorized proxy, please
   also present the proxy made out to your name. If the original of the proxy
   was sent to the Company in advance, presentation of a copy of the proxy
   will accelerate registration. Shareholders will be admitted to collect
   their voting cards from 8:30 a.m. (CET).

    

   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) 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 (1c) 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 against UNIQA Insurance Group AGby
   email [9]datenschutz@uniqa.at or at the following contact data: UNIQA
   Insurance Group AG, Untere Donaustraße 21, 1029 Wien, fax no. +43 50677
   676 (UNIQA Customer Service).

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

   For further information on data protection, please refer to the Privacy
   Policy published on the website of UNIQA Insurance Group AG
   ([10]www.uniqagroup.com) under Services/Data Protection.

    

   Information on Webcasting of the Annual General Meeting

   Notice pursuant to section 106 (2b) 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 120 (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 2025 
   The Management Board of UNIQA Insurance Group AG 

    

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

   30.04.2025 CET/CEST

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

   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


   2124538  30.04.2025 CET/CEST

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