EANS-General Meeting: UNIQA Insurance Group AG
Invitation to the General
Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Unofficial translation from the German language -
only the German language version is legally bindin
UNIQA Insurance Group AG
ISIN AT0000821103
N O T I C E
to the shareholders of UNIQA Insurance Group AG with its corporate seat in
Vienna of the
16th ordinary Annual General Meeting
that will take place on Tuesday, 26 May 2015, 10 a.m.,
at the UNIQA Tower, A-1029 Vienna, Untere Donaustraße 21, ground floor, Platinum
A G E N D A
1. Presentation of the adopted non-consolidated financial statements and the
consolidated financial statements of UNIQA Insurance Group AG for the year
ending 31 December 2014, of the management report, the corporate governance
report of the management board, and of the management board's proposal for the
allocation of profits along with the supervisory board's report pursuant to
Section 96 Stock Corporation Act (hereinafter "AktG") for the fiscal year 2014.
2. Resolution on the distribution of net profits shown in the Company's
financial statements for the year ending 31 December 2014.
3. Resolution on the discharge of the members of the Company's management board
and the supervisory board for the fiscal year 2014.
4. Resolution on daily allowances and remunerations to the members of the
supervisory board.
5. Election of the auditor of the non-consolidated and consolidated financial
statements for the fiscal year 2016.
6. Resolution on the new authorization of the management board, subject
to approval by the supervisory board, to purchase own shares pursuant to
Section 65 (1) No 8 and (1a) and (1b) AktG, with the Company - together with
other own shares already purchased or still held by the Company - being entitled
to purchase own shares of up to 10 % of the share capital, using repeatedly the
10 % limit, both on the stock exchange and over the counter, also to the
exclusion of the shareholders' pro rata put option, such authorization being
valid from 28 November 2015 until 27 November 2018 inclusive, hence 30 months,
and to purchase own shares pursuant to such authorization at an amount of at
least EUR 7,00 and at most EUR 20,00 per no par value share. The authorization
to purchase own shares includes the purchase of shares in the Company by the
Company's subsidiaries (Section 66 AktG). Own shares purchased pursuant to
Section 65 (1) No 8 and (1a) and (1b) AktG, subject to approval by the
supervisory board, may be sold within five years of granting the authorization
in a manner other than on the stock exchange or by public offer, namely (i) for
purposes of implementing an employee participation program, including members of
the management board and/or executives or only for members of the management
board and/or executives, or a stock option plan for employees, including members
of the management board and/or executives or only for members of the management
board and/or executives, in each case of the Company and, if applicable, its
affiliated companies; or (ii) as consideration upon the acquisition of
undertakings, businesses, parts of businesses or shares in one or several
companies in Austria or abroad; or (iii) to service a greenshoe option; or (iv)
to offset fractional amounts. The management board, without having to consult
the Annual General Meeting, is authorized, subject to approval by the
supervisory board, to retire own shares, and the supervisory board is authorized
to adopt amendments of the articles of association arising from the retirement
of shares.
7. Election of nine members of the supervisory board.
Documents
The following documents can be inspected at the Company's corporate seat at A-
1029 Vienna, Untere Donaustraße 21, UNIQA Tower:
(i) Non-consolidated financial statements for the year ending 31 December 2014,
including management report;
(ii) Consolidated financial statements for the year ending 31 December 2014,
including consolidated management report;
(iii) Corporate governance report for the fiscal year 2014;
(iv) Proposal of the management board for the allocation of net profits
shown in the Company's financial statements for the year ending 31 December
2014.
(v) Report of the supervisory board pursuant to Section 96 AktG for the
fiscal year 2014;
(vi) Information pursuant to Section 270 (1a) Companies Act regarding
the proposed auditor of the non-consolidated and consolidated financial
statements;
(vii) Declaration of the candidates proposed as members of the
supervisory board pursuant to Section 87 (2) AktG, i.e. statement regarding
their professional qualifications, professional roles or similar positions, and
confirmation that there is no apprehension of bias;
(viii) Report of the management board pursuant to Section 170 (2) AktG in
conjunction with Section 153 (4) AktG;
(ix) Proposed resolutions of the management board and/or the supervisory
board regarding items 2. to 7. on the agenda;
(x) Further information on the shareholders' rights pursuant to Sections 109,
110 and 118 AktG.
(xi) Notice to the shareholders of the Companyto the 16th ordinary Annual
General Meeting
From the publication date of this notice, this notice to the 16th ordinary
Annual General Meeting of the Company, and as of inclusive 5 May 2015 inclusive
at the latest the documents described in paragraphs (i) to (x) above (inclusive)
are available at no charge at the Company's premises at A-1029 Vienna, Untere
Donaustraße 21, UNIQA Tower, Investor Relations, and are also published as of
those dates on the Company's website (www.uniqagroup.com) at "Investor
Relations/Annual General Meeting". The Company's website also provides forms for
the grant and revocation of proxies pursuant to Section 114 AktG.
Notice concerning shareholders' rights (Section 106 (5) AktG)
Pursuant to Section 109 AktG, 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 21stday prior to the Annual General Meeting, hence
on or before 5 May 2015. Such a 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 AktG, 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. The request must be sent in writing to the
Company's address at A-1029 Vienna, Untere Donaustraße 21, UNIQA Tower, Investor
Relations, or via fax at +43 1 211 75 79 3773 or e-mail to
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 if it is received by the Company on or before the 7th business day
prior to the Annual General Meeting, i.e. on or before 13 May 2015. If a request
concerns a proposal for the election of a member of the supervisory board, the
reasoning is replaced by a statement issued by the proposed individual pursuant
to Section 87 (2) AktG.
Pursuant to Section 118 AktG, every shareholder must receive information about
the Company's affairs at the Annual General Meeting upon his or her request, if
that information is necessary to properly evaluate 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 drawback, or if the
provision 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(s) submit(s) a deposit
certificate pursuant to Section 10a AktG to prove its (their) shareholder status
during the relevant period.
Further information about shareholder rights pursuant to Sections 109, 110 and
118 AktG is available on the Company's website (www.uniqagroup.com) at Investor
Relations/Annual General Meeting.
Right to attend, deposit certificate, record date, and proxy (Section 106 (6),
(7) and (8) AktG)
Pursuant to Section 111 (1) AktG, 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) may attend the Annual General Meeting and exercise their
shareholder rights. The record date is 16 May 2015, 24.00 hours (Vienna time).
For bearer shares deposited with a custodian (the Company has only issued that
type of shares), proof of shareholder status on the record date is furnished by
producing to the Company a deposit certificate pursuant to Section 10a AktG,
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 20 May 2015, at A-1029 Vienna, Untere Donaustraße 21, UNIQA Tower,
Investor Relations, or via fax at +43 (0)1 8900 500 95 or e-mail to
anmeldung.uniqa@hauptversammlung.at (e-mail messages must be accompanied by a
deposit certificate in text form (e.g. as pdf file)) or by SWIFT message type
MT598 to GIBAATWGGMS with reference to ISIN AT0000821103. The deposit
certificate pursuant to Section 10a AktG 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 individuals, register and register number (commercial register number) of
legal entities,
- Securities account number or other identifier,
- Information about the shares: number of the shareholder's share units,
- Date 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 may 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 certain person
in text form. Every shareholder may use the forms the Company provides on its
website (www.uniqagroup.com) at Investor Relations/Annual General Meetings.
Shareholders are not obliged to use these forms.
At the request of shareholders, they may appoint Dr. Michael Knap, Vice-
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 grant and revocation of
proxies are available on the Company's website (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 Dr. Michael Knap at +43 664 2138740 or e-mail
at michael.knap@iva.or.at. Even if a proxy is granted to the independent IVA
proxy holder, it must be sent to the Company as described below. The Company
will provide the proxy with copies of the proxies. Any instructions on the
exercise of voting rights must be issued directly to Dr. Michael Knap. Please
note that Dr. 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 must be sent to and retained by the Company. A proxy must
be received by the Company no later than on 22 May 2015, 4 p.m. (last business
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 atanmeldung.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 may be handed over only
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 proxy to his or her custodian bank (Section 10a
AktG), 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 apply by analogy to a
revocation of proxies.
The distribution of voting cards for the Annual General Meeting starts at 9 a.m.
on the day of the Annual General Meeting. Shareholders and their proxies are
asked to bring an official photo ID as identification. The Company reserves the
right to verify the identities of the individuals (shareholders and their
proxies) who attend the Annual General Meeting. If their identity cannot be
determined, shareholders and their proxies may be denied admission to and
presence at the Annual General Meeting.
Information About Broadcast of Annual General Meeting
Notice pursuant to Section 106 (2) (b) AktG: The Annual General Meeting will be
broadcast via livestream on the Internet from its commencement until the CEO has
concluded his report on item 1 on the agenda.
Total number of shares and voting rights on the convocation date (Section 106
(9) AktG and Section 83 (2) No 1 Austrian Stock Exchange Act [BörseG])
When the Annual General Meeting is convened, the Company's share capital amounts
to EUR 309,000,000 divided into 309,000,000 no-par share units. Each share unit
grants one vote. The Company holds 819,650 treasury shares on the date of
convening the Annual General Meeting. On the date of convening the Annual
General Meeting, there are therefore 308,180,350 shares entitled to participate
in and to vote at the Annual General Meeting. Different share classes do not
exist.
Vienna, April 2015
The Management Board of UNIQA Insurance Group AG
Further inquiry note:
UNIQA Insurance Group AG
Norbert Heller
Tel.: +43 (01) 211 75-3414
mailto:norbert.heller@uniqa.at
end of announcement euro adhoc
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issuer: UNIQA Insurance Group AG
Untere Donaustraße 21
A-1029 Wien
phone: 01/211 75-0
mail: investor.relations@uniqa.at
WWW: http://www.uniqagroup.com
sector: Insurance
ISIN: AT0000821103
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English
Original-Content von: UNIQA Insurance Group AG, übermittelt durch news aktuell