EANS-General Meeting: Vienna Insurance Group
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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Translation from German original - in cases of doubt the German version
prevails
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
FN 75687 f
ISIN: AT0000908504
1010 Vienna, Schottenring 30, Ringturm
NOTICE OF MEETING
for the
21st Annual General Meeting (AGM)
to be held on
Friday, 4 May 2012, at 11.00am (CEST)
at the Wiener Stadthalle
1150 Vienna, Hütteldorfer Straße 2F, Hall F
Agenda
|1. |Presentation of the consolidated financial statements for the year |
| |2011 and the management report on these accounts, presentation of |
| |the audited and approved financial statements of the company for the|
| |year 2011, the management report on these accounts, the report of |
| |the Supervisory Board and the corporate governance report |
|2. |Adoption of a resolution on the distribution of profits for 2011 |
|3. |Adoption of a resolution to grant discharge to the Managing Board |
| |and the Supervisory Board for the financial year 2011 |
|4. |Election of the auditor of the financial statements of the company |
| |and the auditor of the consolidated financial statements for the |
| |financial year 2013 |
|5. |Election to the Supervisory Board |
|6. |Adoption of a resolution to redetermine the remuneration of the |
| |members of the Supervisory Board |
DOCUMENTS FOR THE GENERAL MEETING
The documents to be made accessible according to section 108 para. 3 to 5 Stock
Corporation Act will be made accessible not later than on 13 April 2012 for
inspection by the shareholders in the business premises at the seat of the
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the "Company") 1010
Vienna, Schottenring 30:
Annual financial statement and the management report,
Group financial statements and group management report,
Report of the Supervisory Board for the business year 2011,
Corporate governance report,
Proposed distribution of profits,
Draft resolutions concerning agenda items 2 to 6,
Declarations of the candidate for election to the Supervisory Board pursuant
to section 87 para. 2 of the Stock Corporation Act (Aktiengesetz).
These documents, and the complete wording of this convocation notice and the
forms for granting and revoking power of attorney pursuant to section 114 Stock
Corporation Act are also available not later than on 13 April 2012 on the
website www.vig.com/en/annual-general-meeting and will also be available in the
annual general meeting.
NOTICE CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO
SECTIONS 109, 110, 118 AND 119 AUSTRIAN STOCK CORPORATION ACT
Shareholders, whose aggregate shares total not less than 5% of the registered
capital and who have held their shares for more than three months before the
request, may request in writing additional agenda items for this general
meeting, and their publication, provided such request is received by the
Company in written form to VIENNA INSURANCE GROUP AG Wiener Versicherung
Gruppe, Department VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010 Vienna,
Schottenring 30, not later than on 13 April 2012. Every such requested agenda
item must be accompanied by a draft resolution together with a justification.
In order to prove the shareholding in case of deposited bearer shares, it is
sufficient to submit a deposit certificate according to section 10a Stock
Corporation Act, which certifies that the applying shareholders have been
holders of these shares since at least three months and which, at the date of
submission to the Company, is not older than seven days. Several deposit
certificates concerning shares, which together constitute a shareholding of 5
%, must refer to the same date. Regarding all other requirements of the deposit
certificate, please refer to the information regarding the right to
participate.
Shareholders, whose aggregate shares total not less than 1% of the registered
capital may submit to every agenda item draft resolutions together with a
justification and may request that these draft resolutions together with the
justification and an optional statement by the Managing Board or the
Supervisory Board are published on the webpage of the Company, provided such
request is received in written form by the Company either by telefax to +43 (0)
1 89 00 500-60 or to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
Department VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010 Vienna, Schottenring
30, not later than on 24 April 2012. In case of a draft resolution for the
election of a member of the Supervisory Board the declaration of the proposed
person pursuant to section 87 para. 2 Stock Corporation Act shall be annexed
instead of the justification.
For the proof of the shareholding for the exercise of this shareholder right in
case of deposited bearer shares it is sufficient to submit a deposit
certificate pursuant to section 10a Stock Corporation Act, which, at the date
of submission to the Company, is not older than seven days. Several deposit
certificates concerning shares, which together constitute a shareholding of 1
%, must refer to the same date. Regarding all other requirements of the deposit
certificate, please refer to the information regarding the right to
participate.
In case of non-deposited bearer shares the written certification of a notary
public is sufficient, which must reflect all above mentioned requirements of
deposit certificates accordingly.
Every shareholder will be granted disclosure about affairs of the Company in
the general meeting, as far as it is necessary for the appropriate evaluation
of an agenda item. Disclosure may be denied in case that after reasonable
commercial assessment it could be to the material detriment of the Company or a
Group Company, or if it would constitute a criminal offence.
Every shareholder has the right to propose resolutions concerning all agenda
items which do not require former announcement, provided that the shareholder
has given proof to his or her right to participate in the general meeting.
RECORD DATE AND RIGHT TO PARTICIPATE IN THE GENERAL MEETING PURSUANT TO SECTION
111 AUSTRIAN STOCK CORPORATION ACT
Deposited bearer shares
The right to participate in the General Meeting, the voting rights and all
other shareholder rights, which may be exercised in the general meeting, are
subject to the shareholdings on 24 April 2012, 24.00 hours (CEST) (Record
Date).
Only such shareholders have the right to participate in the general meeting,
who give proof of qualification as a shareholder to the Company at that date.
In case of deposited bearer shares it is sufficient to submit a deposit
certificate pursuant to section 10a Stock Corporation Act as proof of the
shareholding on the Record Date, which must be received by the Company not
later than on 30 April 2012, 24:00 hours (CEST), solely at one of the following
addresses:
- Via Mail: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
Department VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010 Vienna,
Schottenring 30.
- Via Telefax: +43 (0) 1 89 00 500-60
- Via E-Mail: anmeldung.vig@hauptversammlung.at (as scanned attachment
- TIF, PDF, etc.)
Non-deposited bearer shares
In case of non-deposited bearer shares the written certification of a notary
public is sufficient, which must be received by the Company not later than on
30 April 2012, 24:00 hours (CEST) solely at one of the above-mentioned
addresses (Mail address, telefax, E-Mail). For the contents of the
certification of the notary public, all below mentioned requirements shall be
applicable accordingly (excluding the deposit number).
Deposit certificate pursuant to section 10a Stock Corporation Act
The deposit certificate must be issued by a custodian bank with its seat in a
member state of the European Economic Area or in a full member state of the
OECD and shall include the following data:
Information regarding the issuer: name/company and address or a code
common between banks (SWIFT-CODE),
Information regarding the shareholder: name/company, address, date of
birth in case of natural persons, or registry and registration number
in case of legal persons,
Information regarding the shares: amount of shares (ISIN AT0000908504) of
the shareholder,
Deposit account number or other identification,
The deposit certificate must refer to the Record Date, 24 April 2012,
24:00 hours (CEST).
In the meaning of section 10a para.1 last sentence Stock Corporation Act, the
Company will also accept certificates for the proof of shareholdings, which are
issued by legal persons, which are authorized as depositaries of these shares
according to Czech law.
The deposit certificates must be submitted in German or in English language.
The shares are not blocked by the registration to the general meeting or by the
submission of the deposit certificate; thus shareholders may continue to freely
dispose of their shares even after registration or submission of a deposit
certificate.
REPRESENTATION BY PROXY PURSUANT TO SECTION 114 AUSTRIAN STOCK CORPORATION ACT
Every shareholder, who has the right to participate in the general meeting, has
the right to nominate a proxy holder, who will attend the general meeting in
the name of the shareholder and who has the same rights as the shareholder who
he represents.
The power of attorney must be granted to a specific person (either a natural or
a legal person) in written form; several persons may also be nominated. The
power of attorney must be received by the Company solely at one of the
following addresses:
- Via Mail: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
Department VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010 Vienna,
Schottenring 30.
- Via Telefax: +43 (0) 1 89 00 500-60
- Via E-Mail: anmeldung.vig@hauptversammlung.at (as scanned attachment
- TIF, PDF, etc.)
- In person: at the registration desk for the General Meeting at the place
of the meeting
A power of attorney form and a form for the revocation of the power of attorney
will be sent on request and are available on the website of the Company on
www.vig.com/en/annual-general-meeting.
In case the power of attorney is not submitted personally upon registration on
the day of the general meeting, the power of attorney must be received by the
Company not later than on 3 May 2012, 15:00 hours (CEST).
The above-mentioned provisions for granting proxies are applicable accordingly
to the revocation of proxies.
REPRESENTATION OF VOTING RIGHTS
As a special service, Dr. Michael Knap of the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors) 1130 Vienna, Feldmühlgasse 22, is
available to shareholders as an independent power of attorney bound by the
shareholders' instructions for exercising their voting right at the general
meeting. Shareholders who wish to avail themselves of Dr. Knap's services may
contact him directly via phone +43 (0)1 8763343-30, via fax +43 (0)1 8763343-39
or -49 or via e-mail anlegerschutz@iva.or.at.
Furthermore voting rights may be exercises through "EUROVOTE". The instructions
are to be found on www.euroshareholders.eu.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS
(Information according to section 83 para 2 clause 1 of the Austrian Stock
Exchange Act)
On the date of convening the general meeting the registered nominal capital of
the Company amounts to EUR 132,887,468.20 and is divided into 128,000,000 no-
par value shares. Each share grants one vote. The Company or one of its
subsidiaries currently holds none of its own shares. The total number of shares
which convey the right to participate in the general meeting and voting rights
amounts to 128,000,000.
INFORMATION TO OUR SHAREHOLDERS PURSUANT TO SECTION 262 (20) AUSTRIAN STOCK
CORPORATION ACT
According to Section 262 (20) Austrian Stock Corporation Act we advise our
shareholders that the receipt of deposit certificates via an internationally
common, extra secured communication network for financial institutions (SWIFT)
is not possible yet. Until further notice deposit certificates are accepted via
fax to number +43 (0) 1 89 00 500-60 or via E-Mail to
anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF, PDF, etc.) or
via Mail to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Department
VD100, attn. Ms. Mag.(FH) Sabine Stiller, 1010 Vienna, Schottenring 30.
ADMISSION TO THE GENERAL MEETING
For the admission to the general meeting, you may have to prove your identity.
Please bring a valid official photo identification. If you attend the general
meeting as a power of attorney holder, please also bring the power of attorney
in addition to your valid official photo identification. If the original of the
power of attorney was already sent to the Company, you may facilitate your
admission if you can provide a copy of the power of attorney.
The Company retains the right to verify the identity of the persons
participating in the meeting. In case the verification of the identity is not
possible, admission may be denied.
Please consider the large number of expected participants and the usual
security measures when planning the time of arrival. Admission for the
collection of voting cards starts at 9:30 hours (CEST).
Vienna, March 2012 The Managing Board
Further inquiry note:
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
1010 Wien, Schottenring 30
Alexander Jedlicka
Head of Public Relations, Spokesman
Tel.: +43 (0)50 350-21029
Fax: +43 (0)50 350 99-21029
E-Mail: alexander.jedlicka@vig.com
Nina Higatzberger
Head of Investor Relations
Tel.: +43 (0)50 350-21920
Fax: +43 (0)50 350 99-21920
E-Mail: nina.higatzberger@vig.com
end of announcement euro adhoc
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issuer: Vienna Insurance Group
Schottenring 30
A-1011 Wien
phone: +43(0)50 350-21919
FAX: +43(0)50 350 99-23303
mail: investor.relations@vig.com
WWW: www.vig.com
sector: Insurance
ISIN: AT0000908504
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien, stock market: Prague Stock Exchange
language: English
Original-Content von: Vienna Insurance Group, übermittelt durch news aktuell