28.04.2016,
13667 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
Unofficial translation from the German language - only the German language
version is legally binding
NOTICE to the shareholders of UNIQA Insurance Group AG with its corporate seat
in Vienna of the 17th ordinary Annual General Meeting that will take place on
Monday, 30 May 2016, 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 2015, 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 2015.
2. Resolution on the distribution of net profits shown in the Company's
financial statements for the year ending 31 December 2015.
3. Resolution on the discharge of the members of the Company's management board
and the supervisory board for the fiscal year 2015.
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 2017.
6. Resolution to amend the authorization granted by the 16th Annual General
Meeting of the Company on 26 May 2015 to the Management Board to purchase own
shares pursuant to Section 65 para.1 (8) and para.1a of the Stock Corporation
Act, subject to the consent of the Supervisory Board, so as to allow the
purchase of own shares by virtue of this authorization for a minimum
consideration of EUR 1.00 and a maximum consideration of EUR 15.00 per share.
7. Election of two 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 2015, including management report;
(ii)Consolidated financial statements for the year ending 31 December 2015,
including consolidated management report; (iii)Corporate governance report for
the fiscal year 2015; (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 2015. (v)Report of the supervisory board pursuant to Section 96
AktG for the fiscal year 2015; (vi)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;
(vii)Proposed resolutions of the management board and/or the supervisory board
regarding items 2. to 7. on the agenda; (viii)Further information on the
shareholders' rights pursuant to Sections 109, 110 and 118 AktG; (ix)Notice to
the shareholders of the Company to the 17th ordinary Annual General Meeting.
From the publication date of this notice, this notice to the 17th ordinary
Annual General Meeting of the Company, and as of inclusive 9 May 2016 inclusive
at the latest the documents described in paragraphs (i) to (ix) above 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 21st day prior to the Annual General Meeting,
hence on or before 9 May 2016. 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 18 May
2016. 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 20 May 2016, 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 24 May 2016, 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,\nInformation about the shares: number of the shareholder's share units,\nDate or period to which the deposit certificate refers.\nShares 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 27 May 2016,
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 at
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 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.
The Management Board of UNIQA Insurance Group AG, Vienna, April 2016
end of announcement euro adhoc
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
Digital press kit:
http://www.ots.at/pressemappe/220/aom
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Akt. Indikation: 7.67 / 7.80
Uhrzeit: 22:59:04
Veränderung zu letztem SK: 0.72%
Letzter SK: 7.68 ( 0.26%)
Bildnachweis
1.
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