12.04.2016,
12772 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
Translation from German original - in cases of doubt the German version
prevails
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
FN 75687 f
ISIN: AT0000908504
Schottenring 30, Ringturm, 1010 Vienna, Austria
NOTICE OF MEETING
for the 25th Annual General Meeting (AGM)
to be held on
Friday, 13 May 2016, at 11.00 a.m. (CEST)
at Wiener Stadthalle,
Roland Rainer Platz 1, 1150 Wien, Halle F
A G E N D A
1. Presentation of the consolidated financial statements for the year 2015
and the management report on these accounts, presentation of the audited and
approved financial statements of the Company for the year 2015, 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 2015.
3. Adoption of a resolution to grant discharge to the members of the
Managing Board for the financial year 2015.
4. Adoption of a resolution to grant discharge to the members of the
Supervisory Board for the financial year 2015.
5. Adoption of a resolution on the changes in the Articles of Association of
the Company in Sections 8, 10, 12, 13, 20.
6. Election of the auditor of the financial statements of the Company and
the Auditor of the consolidated financial statements for the financial year
2017.
DOCUMENTS FOR THE ANNUAL GENERAL MEETING The documents to be provided
pursuant to Section 108 Austrian Stock Corporation Act will be made accessible
not later than on 22 April 2016 for inspection by the shareholders during the
usual business hours in the business premises at the registered office of
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the "Company"),
Schottenring 30, 1010 Vienna, Austria:
o Annual financial statements and management report for the financial year
2015, o Consolidated financial statements and group management report for the
financial year 2015, o Report of the Supervisory Board for the financial year
2015, o Corporate governance report for the financial year 2015, o Proposal on
the distribution of profits for the financial year 2015, o Draft resolutions
concerning agenda items 2-6, o Articles of Association with the proposed
amendments highlighted.
These documents, the complete wording of this Notice of Meeting and the
forms for granting and revoking power of attorney pursuant to Section 114
Austrian Stock Corporation Act are also available not later than on 22 April
2016 on the website www.vig.com/annual-general-meeting and will also be
obtainable 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
since at least three months before the request, may request additional agenda
items for this Annual General Meeting and their publication, provided such
request is received by the Company in written form to VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe, Dept. VD100, attn. Ms. Sabine Stiller, Schottenring
30, 1010 Vienna, Austria, not later than on 22 April 2016. 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 pursuant to Section 10a Austrian
Stock Corporation Act, which certifies that the applying shareholders have been
holders of these shares since at least three months and which is not older than
seven days on the day of submission to the Company. 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 by the Company in text form either by fax to +43 (0)1 89 00
500-60 or by mail to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
Dept. VD100, attn. Ms. Sabine Stiller, Schottenring 30, 1010 Vienna, Austria,
not later than on 03 May 2016.
For the proof of the shareholding to exercise this shareholder right in case
of deposited bearer shares, it is sufficient to submit a deposit certificate
pursuant to Section 10a Austrian Stock Corporation Act, which is not older than
seven days on the day of submission to the Company. 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
(see below).
Every shareholder will be granted disclosure about affairs of the Company in
the Annual 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 Annual General
Meeting.
RECORD DATE AND RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING PURSUANT
TO SECTION 111 AUSTRIAN STOCK CORPORATION ACT
Deposited bearer shares The right to participate in the Annual General
Meeting, the voting rights and all other shareholder rights, which may be
exercised in the Annual General Meeting, are subject to the shareholdings on 03
May 2016, 12.00 midnight (CEST) (Record Date).
Only such shareholders have the right to participate in the Annual 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 Austrian Stock Corporation Act as proof of
the shareholding on the Record Date, which must be received by the Company not
later than on 10 May 2016, 12.00 midnight (CEST), solely at one of the
following addresses:
- by post: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Dept. VD100, attn. Ms. Sabine Stiller
Schottenring 30, 1010 Vienna, Austria
- by fax: +43 (0)1 89 00 500-60
- by e-mail: anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF,
PDF etc.)
- by SWIFT: GIBAATWGGMS
Message Type MT598; please indicate in the wording ISIN AT0000908504
Deposit certificate pursuant to Section 10a Austrian Stock Corporation Act
The deposit certificate must be issued by a custodian bank with its registered
office in a member state of the European Economic Area or in a full member
state of the OECD and shall include the following data:
o Information regarding the issuer: name/company and address or a code
common between banks (SWIFT-code), o 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, o information regarding the
shares: amount of shares (ISIN AT0000908504) of the
shareholder,
o deposit number or other identification.
o the deposit certificate must refer to the Record Date, 03 May 2016, 12.00
midnight (CEST).
Pursuant to Section 10a para. 1 last sentence Austrian Stock Corporation
Act, the Company will also accept certificates for the proof of shareholdings
which are issued by legal persons which are authorised as depositaries of these
shares according to Czech law.
The deposit certificate must be submitted in German or in English language.
The shareholders are not blocked by the registration to the Annual General
Meeting or by the submission of the deposit certificate; thus shareholders may
continue to freely dispose of their shares also 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 Annual General
Meeting, has the right to nominate a proxy holder, who will attend the Annual
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 text form; several persons may also be nominated. The
power of attorney must be received by the Company solely at one of the
following addresses:
- by post: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Dept. VD100, attn. Ms. Sabine Stiller
Schottenring 30, 1010 Vienna, Austria
- by fax: +43 (0)1 89 00 500-60
- by e-mail: anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF,
PDF, etc.)
- by SWIFT: GIBAATWGGMS
Message Type MT598; please indicate in the wording ISIN AT0000908504 - in
person: at the registration desk for the Annual 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/annual-general-meeting.
In case the power of attorney is not submitted personally upon registration
on the day of the Annual General Meeting, the power of attorney must be
received by the Company not later than on 12 May 2016, 3.00 p.m. (CEST).
The above-mentioned provisions for granting proxies are applicable
accordingly to the revocation of proxies.
REPRESENTATION OF VOTING RIGHTS As a special service, Mr. Michael Knap of
the "Interessenverband für Anleger" (Austrian Shareholder Association),
Feldmuehlgasse 22, 1130 Vienna, Austria, is available to shareholders as an
independent power of attorney bound by the shareholders' instructions for
exercising their voting right at the Annual General Meeting. Shareholders who
wish to avail themselves of Mr. Knap's services may contact him directly by
phone +43 (0)1 8763343-30, by fax +43 (0)1 8763343-39 or by e-mail
michael.knap@iva.or.at.
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 Annual 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. Neither the Company, nor any of its
subsidiaries currently hold own shares. The total number of shares which convey
the right to participate and vote amounts to 128,000,000.
ADMISSION TO THE ANNUAL GENERAL MEETING For the admission to the Annual
General Meeting, you have to prove your identity. Please bring a valid official
photo identification. In case you attend as a representative of a legal entity,
please also bring a current excerpt from the commercial register that proves
your power of representation. In case you attend the Annual General Meeting as
a power of attorney holder, please also bring the power of attorney in addition
to your valid official photo identification. In case 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 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 now usual
security measures when planning the time of arrival. Admission for the
collection of voting cards starts at 9.30 a.m. (CEST).
WEBCAST The speech of the Chairwoman of the Managing Board will be publicly
webcasted. Please find the link with the webcast at
www.vig.com/annual-general-meeting.
Vienna, April 2016 The Managing Board
end of announcement euro adhoc
issuer: Vienna Insurance Group
Schottenring 30
A-1010 Wien
phone: +43(0)50 390-21919
FAX: +43(0)50 390 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
Digital press kit:
http://www.ots.at/pressemappe/7674/aom
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