EANS-General Meeting: UNIQA Insurance Group AG
Invitation to the General Meeting according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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23.04.2020
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
21st Annual General Meeting
to be conducted as a virtual meeting on Monday, 25 May 2020, 10 a.m.,
Participation in the virtual Annual General Meeting: via internet livestream at
https://www.uniqagroup.com/gruppe/versicherung/investor-relations/
hauptversammlung/Annual-General-Meeting.en.html
Participation of special shareholder representatives: UNIQA Tower, A-1029
Vienna, Untere Donaustrasse 21, ground floor, Platinum
In the interest of protecting the health of the shareholders and other
participants, the 21st Annual General Meeting of UNIQA Insurance Group AG,
Companies Register number FN 92933t ("UNIQA" or the "Company") will be conducted
on the basis of Section 1 of the Federal Act on Special Corporate Law Measures
due to COVID-19 (COVID-19 Corporate Law Act), Federal Law Gazette I 2020/16 as
amended in Federal Law Gazette I 2020/24 (the "Act") and, as specified therein,
in accordance with the Regulation issued by the Federal Minister of Justice
regarding the organization of corporate meetings without the physical presence
of the participants and the adoption of resolutions by other means (COVID-19
Corporate Law Regulations), promulgated on 8 April 2020 in Federal Law Gazette
II 2020/140 (the "Regulation"). After thorough consideration, the Management
Board decided to convene and conduct the Annual General Meeting as a virtual
meeting (see Section 1 (1) of the Regulation). In the Management Board's
opinion, given the current circumstances, this is in the best interest of the
Company and its shareholders, as these interests are better served by conducting
the Annual General Meeting as a virtual meeting than by postponing it to an
indefinite point in time.
A virtual meeting means that, for reasons of health protection, shareholders and
their representatives (except for the special independent shareholder
representatives) cannot and must not be physically present. We therefore
explicitly draw attention to the fact that the physical presence (i.e. presence
at the UNIQA Tower) of shareholders or their representatives (except for the
special independent shareholder representatives) at the Annual General Meeting
will not be possible.
The shareholders will be able to participate in the Annual General Meeting from
any location via livestream (see above) with sound and image transmission in
real time and exercise their shareholder rights themselves in accordance with
the provisions of the Regulation by either submitting their questions/comments
by a date and time yet to be determined before and during the Annual General
Meeting, and by authorizing one of four special independent shareholder
representatives to submit motions, cast votes or challenge a resolution in their
name. We explicitly point out that, for the purpose of limiting the number of
persons physically present at the meeting venue, shareholder can give their
proxies exclusively to one of the four special independent representatives, but
not to any other person (see Section 3 (4) of the Regulation).
Detailed information on the modalities of the virtual AGM, including the
organizational and technical prerequisites, such as the names of the four
persons proposed by the Company to act as special independent shareholder
representatives, will be notified pursuant to Section 3 (3) of the Regulation as
of the 21st day prior to the Annual General Meeting. Pursuant to Section 108 (3-
5) of the Stock Corporation Act, the complete set of information will be
available for download on the website of the Company (www.uniqagroup.com) under
Investor Relations/Annual General Meeting.
Irrespective of the above, the Management Board of the Company reserves the
right to cancel the Annual General Meeting, even at short notice, should the
Management Board come to the conclusion that the reliable conduct of the Annual
General Meeting as a virtual meeting cannot be guaranteed, e.g. for
organizational or technical reasons.
A G E N D A
1. Presentation of the approved Non-consolidated Annual Financial Statements
and the Consolidated Annual Financial Statements of UNIQA Insurance Group
AG for the year ended 31 December 2019, the Management Report and the Group
Management Report, the consolidated Corporate Governance Report of the
Management Board, the joint profit distribution proposal of the Supervisory
Board and the Management Board, and the report of the Supervisory Board
pursuant to Section 96 of the Stock Corporation Act (including the
Supervisory Board's proposal for the distribution of the net profit) for
the fiscal year 2019.
2. Resolution on the distribution of the net profit reported in the financial
statements of the Company for the year ended 31 December 2019.
3. Resolution on the approval of the acts of the members of the Management
Board and the members of the Supervisory Board for the fiscal year 2019.
4. Resolution on the daily allowances and the remuneration for the members of
the Supervisory Board.
5. Resolution on the remuneration policy of the Group.
6. Election of the statutory auditor of the non-consolidated and consolidated
financial statements for the fiscal year 2021.
7. Resolution on the renewal of the authorization of the Management Board to
purchase own shares pursuant to sect. 65 sub-sect. 1, point 8, sub-sect. 1a
and sub-sect. 1b of the Stock Corporation Act, subject to approval by the
Supervisory Board, up to a maximum of 10% of the share capital, including
other own shares already purchased and still held by the Company (which are
to be counted toward the maximum number of own shares pursuant to sect. 65
sub-sect. 2 of the Stock Corporation Act), with the option of making
repeated use of the 10% limit, on the stock exchange and over the counter,
and of excluding the shareholders' right to tender proportional payment.
The authorization can be exercised from 30 November 2020 up to and
including 30 May 2023, i.e. for 30 months, for the purchase of own shares
in accordance with this authorization for a minimum consideration of EUR
1.00 and a maximum consideration of EUR 15.00 per share. The authorization
to purchase own shares includes the purchase of shares of the Company by
subsidiaries of the Company (sect. 66 of the Stock Corporation Act). The
Company's own shares can be sold, subject to approval by the Supervisory
Board, within five years of the day on which the authorization was granted,
other than on the stock exchange or by public offering, namely (i) for the
purpose of implementing an employee participation program either including
members of the Management Board and/or senior executives or exclusively for
members of the Management Board and/or senior executives of the Company
and, where appropriate, of affiliated companies, including, if applicable,
through the transfer of shares to an employee participation foundation in
the meaning of sect. 4d sub-sect. 4 of the Income Tax Act, or (ii) as
transaction currency for the acquisition of businesses, establishments,
parts of establishments or shares in one or several companies in Austria or
abroad, or (iii) for an over-allotment option (greenshoe), or (iv) for the
adjustment of fractional amounts.
The Management Board is authorized, without further resolution by the
Annual General Meeting and subject to approval by the Supervisory Board, to
cancel own shares purchased by the Company, and the Supervisory Board is
authorized to resolve on any amendments to the Articles of Association
required as a result of shares being cancelled.
8. Resolution on the amendment to the Articles of Association of the Company
in Art. 6 (1) regarding the membership of the Management Board, which is to
comprise two or more members, but not more than ten members.
9. Election of a member of the Supervisory Board.
Documents
The following documents are available as of the 21st day prior to the Annual
General Meeting, i.e. from 4 May 2020, at the latest, on the Company's website,
as registered in the Companies Register (www.uniqagroup.com) under Investor
Relations/Annual General Meeting:
1. Non-consolidated annual financial statements for the year ended 31 December
2019 (including the Management Board's profit distribution proposal as part
of the Notes to the Annual Financial Statements of the Company as at 31
December 2019), including the management report
2. Consolidated annual financial statements for the year ended 31 December
2019, including the consolidated management report
3. Consolidated corporate governance report for the fiscal year 2019
4. Separate consolidated non-financial report for the fiscal year 2019
5. Joint profit distribution proposal of the Supervisory Board and the
Management Board for the distribution of the net profit reported in the
annual financial statements of the Company as at 31/12/2019
6. Report of the Supervisory Board pursuant to Section 96 of the Stock
Corporation Act (including the Supervisory Board's profit distribution
proposal) for the business year 2019
7. Proposal of a remuneration policy for the members of the Management Board
and the members of the Supervisory Board
8. 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
9. Declaration by the candidate proposed for election as a member of the
Supervisory Board pursuant to Section 87 (2) of the Stock Corporation Act,
i.e. statement regarding the candidate's professional qualifications,
professional roles or similar positions, and confirmation that there are no
grounds for bias
10. Proposed resolutions of the Management Board and/or the Supervisory Board
regarding items 2 to 9 of the agenda
11. Articles of Association with the proposed amendment and comparison of the
current version and the proposed version
12. Further information on shareholder rights pursuant to Sections 109, 110,
118 and 119 of the Stock Corporation Act and further information on
shareholder rights in the event of a virtual Annual General Meeting in
accordance with the COVID-19 Company Law Regulation (Federal Law Gazette II
2020/140) as well as the conduct of the virtual meeting
13. Information on the organizational and technical prerequisites for
participation in the virtual Annual General Meeting pursuant to Section 3
(3) in conjunction with Section 2 (4) of the COVID-19 Company Law
Regulation (Federal Law Gazette II 2020/140)
14. Convocation of the shareholders of the Company to the 21st Annual General
Meeting
This convocation of the shareholders to the 21st Annual General Meeting of the
Company, available from the day of publication, and the documents specified in
(i) to (xiii) above, available from 4 May 2020, at the latest, can be obtained
at no charge from the Company at 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 to/from the four special independent
shareholder representatives proposed pursuant to Section 3 (4) of the Regulation
will be available on the Company's website from 4 May 2020.
Notice concerning shareholder 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 respective
shareholders must have held their shares for at least three months prior to
their request. Any such request must be received by the Company no later than on
the 21st day prior to the Annual General Meeting, hence on or before 4 May 2020.
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 reasons to be given for
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 hauptversammlung@uniqa.at (if sent by email,
the request must be attached to the email message in text form (e.g. as a pdf
file)). The request will be considered receivable if received by the Company on
or before the 7th working day prior to the Annual General Meeting, i.e. on or
before 13 May 2020. The independent shareholder representative authorized by the
respective shareholder to introduce such a motion or such motions at the Annual
General Meeting (Section 119 (2) Stock Corporation Act) is to be instructed
accordingly.
If a request concerns a proposal for election of a member of the Supervisory
Board, the motivation for the request is replaced by the declaration issued by
the proposed candidate pursuant to Section 87 (2) of the Stock Corporation Act.
Given that Section 86 (7) of the Stock Corporation Act applies to the Company,
the Supervisory Board has to include at least 30% women and at least 30% men.
Based on its current composition, at least five women and at least five men
(calculated on the basis of fifteen Supervisory Board members, i.e. ten capital
representatives and five employee representatives) would have to be members of
the Supervisory Board in order to meet the minimum requirement pursuant to
Section 86 (7) of the Stock Corporation Act. On 10 April 2020, i.e. more than
six weeks prior to the 21st Annual General Meeting, the Supervisory Board
members elected by the Annual General Meeting (capital representatives)
expressed to the Chairman of the Supervisory Board their objection to full
compliance with the aforementioned minimum percentage pursuant to Section 86 (9)
of the Stock Corporation Act. In the proposed election, therefore, the required
minimum percentages of women and men on the Supervisory Board are to be met
separately by the capital representatives. On account of separate fulfilment of
the required minimum percentages, the Supervisory Board must comprise at least
three women and at least three men in order to comply with the minimum
percentages required pursuant to Section 86 (7) of the Stock Corporation Act.
Currently, the minimum requirement is met (on account of separate fulfilment at
the previous election of Supervisory Board members); the capital representatives
on the Supervisory Board of the Company comprise three women and seven 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, provided 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 during a certain
period of time may be exercised only if the shareholder submits a deposit
certificate pursuant to Section 10a of the Stock Corporation Act as proof of
shareholder status during the relevant period.
Further information about shareholder rights pursuant to Sections 109, 110 and
118 of the Stock Corporation Act is available on the Company's website
(www.uniqagroup.com) under Investor Relations/Annual General Meeting. Additional
information on the organizational and technical prerequisites and the modalities
of the Annual General Meeting as a virtual meeting as well as the exercise of
shareholder rights pursuant to Sections 109, 110, 118 and 119 of the Stock
Corporation Act in this context (including requests for the floor and the right
to demand information) will be provided on and after 4 May 2020 on the Company's
website (www.uniqagroup.com) under Investor Relations/Annual General Meeting
(see Section 3 (3) in conjunction with Section 2 (4) of the Regulation.
Right to attend, deposit certificate, record date, and proxy (Section 106 points
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 - including an Annual General Meeting conducted as a
virtual 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 participate in the Annual
General Meeting conducted as a virtual meeting (without physical presence) and
exercise their shareholder rights. The record date is 15 May 2020, 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 working day prior to the Annual General Meeting at the
latest, hence on or before 19 May 2020, 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 anmeldung.uniqa@hauptversammlung.at (email messages must be accompanied by a
deposit certificate in text form (e.g. as a pdf file)) 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 participate in the Annual General Meeting
- without being physically present - may appoint one of the four special
independent shareholder representatives as his/her proxy pursuant to Section 3
(4) of the Regulation (one "shareholder representative" each). The appointment
of other persons as proxies for this Annual General Meeting is not possible. If
a shareholder wishes to take the floor once or several times, introduce one or
several motions, exercise his/her voting right at the Annual General Meeting or
challenge a resolution, a shareholder representative must be appointed. The
proxy must be transmitted to one of the shareholder representatives in text
form. Shareholders are free to use the forms (prepared for each of the
shareholder representatives) made available by the Company on its website
(www.uniqagroup.com) under Investor Relations/Annual General Meeting. Use of
these forms is not obligatory. The costs of the shareholder representatives are
borne by the Company. Detailed information on and the modalities of the virtual
AGM, including the organizational and technical prerequisites, the names of the
four persons proposed by the Company to act as special independent shareholder
representative, as well as information on giving instructions and granting
proxies will be notified at a later date pursuant to Section 3 (3) of the
Regulation. Pursuant to Section 108 (3-5) of the Stock Corporation Act, the
complete set of information will be available on the website of the Company
(www.uniqagroup.com) under Investor Relations/Annual General Meeting on or after
4 May 2020.
A shareholder's proxy must be transmitted to the Company and preserved or
verifiably recorded by the Company. The proxy should arrive at the email address
(yet to be notified) of the shareholder representative authorized by the
respective shareholder not later than Friday, 22 May 2020, 16:00 hrs. (CEST).
Nevertheless, every shareholder may transmit the proxy form issued by him/her
not later than 22 May 2020, CEST, Vienna time (last working day prior to the
Annual General Meeting) in writing to the Company's address at A-1029 Vienna,
Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax at +43 (0)1
8900 500 95 or email at anmeldung.uniqa@hauptversammlung.at (email messages must
be accompanied by a deposit certificate in text form, e.g. as a pdf file) or by
SWIFT message type MT598 to GIBAATWGGMS with reference to ISIN AT0000821103.
Owing to the character of the Annual General Meeting as a virtual meeting,
handing over the proxy form on the day of the Annual General Meeting at the
meeting venue is not possible.
Upon request, the proxy form made available on the Company's website will be
sent to shareholders by post.
It will not be possible for shareholders to give proxies to their custodian bank
(Section 10a Stock Corporation Act) as shareholder representatives for the
direct exercise of shareholder rights at the Annual General Meeting in the
meaning of Section 3 (4) of the Regulation, as the Company does not intend to
propose a credit institution as a shareholder representative.
The above provisions governing the granting of proxies also apply, mutatis
mutandis, to the revocation of proxies.
Information for shareholders regarding data processing
In order to enable the shareholders to exercise their rights within the
framework 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.
Pursuant to the Stock Corporation Act, the processing of personal data of
shareholders is a mandatory prerequisite for the participation of shareholders
(including the shareholder representatives) in the Annual General Meeting. 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 on the
basis of 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.
The shareholder representatives, the members of the Management Board and the
Supervisory Board, the public notary and all other persons entitled by law 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, under company law, stock
corporation law and the law on mergers and acquisitions, inter alia from Section
128 (4) of the Stock Corporation Act (duty of the company to issue a
certificate, upon the shareholder's request within 14 days after the vote,
confirming the correct recording and counting of the votes cast by the
respective shareholder), 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 data during the period of
limitations and, additionally, for the duration of court proceedings until a
final decision is rendered.
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, unless legal provisions to the
contrary apply. Shareholders can invoke these rights free of charge vis-à-vis
UNIQA Insurance Group AG by contacting UNIQA Insurance Group AG by email at
datenschutz@uniqa.at or at the following contact data: Untere Donaustrasse 21,
1029 Wien, fax: +43 50677 676.
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 AG (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 beginning to end. This is explicitly
permitted by Art.8 para.11 of the Articles of Association and indispensable in
the case of a virtual Annual General Meeting. Given the legal basis (Section 102
(4) Stock Corporation Act), webcasting is in compliance with data protection
law.
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 thus comes to a total of 306,965,261.
The Company does not have any types of shares other than no-par-value shares.
Vienna, April 2020
The Management Board of UNIQA Insurance Group AG
Further inquiry note:
Further inquiry note:
Norbert Heller, Group Communication
Tel.: +43 (01) 211 75-3414
E-mail: norbert.heller@uniqa.at
Michael Oplustil, Investor Relations
Tel.: +43 (01) 211 75-3236
E-mail: michael.oplustil@uniqa.at
UNIQA Insurance Group AG
Untere Donaustrasse 21 1029 Vienna, Austria
Internet: www.uniqa.at
Twitter.com/uniqagroup
end of announcement euro adhoc
--------------------------------------------------------------------------------issuer: UNIQA Insurance Group AG
Untere Donaustraße 21
A-1029 Wien
phone: 01/211 75-0
FAX:
mail: investor.relations@uniqa.at
WWW: http://www.uniqagroup.com
ISIN: AT0000821103
indexes: ATX, WBI
stockmarkets: Wien
language: English
Original content of: UNIQA Insurance Group AG, transmitted by news aktuell