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.
N O T I C E
to the shareholders of UNIQA Insurance Group AG with its corporate seat in
Vienna of the 18th ordinary Annual General Meeting that will take place on
Monday, 29 May 2017, 10 a.m., at the UNIQA Tower, A 1029 Vienna, Untere
Donaustraße 21, ground floor, Platinum
A G E N D A
Presentation of the adopted non consolidated financial statements and the consolidated financial statements of UNIQA Insurance Group AG for the year ending 31 December 2016, 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 2016.\nResolution on the distribution of net profits shown in the Company's financial statements for the year ending 31 December 2016.\nResolution on the discharge of the members of the Company's management board and the supervisory board for the fiscal year 2016.\nResolution on daily allowances and remunerations to the members of the supervisory board.\nElection of the auditor of the non consolidated and consolidated financial statements for the fiscal year 2018.\nElection of two members of the supervisory board.\nDOCUMENTS
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 2016,
including management report;
(ii) Consolidated financial statements for the year ending 31 December 2016,
including consolidated management report;
(iii) Corporate governance report for the fiscal year 2016;
(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
(v) Report of the supervisory board pursuant to Section 96 AktG for the fiscal
(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 18th ordinary Annual
From the publication date of this notice, this notice to the 18th ordinary
Annual General Meeting of the Company, and as of inclusive 8 May 2017 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 SHARHOLDERS' 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 8 May 2017. Such a request must be made in writing and sent
to the Company's address at A 1029 Vienna, Untere Donaustraße 21, UNIQA Tower,
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, which is registered in the company
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 via fax
at +43 1 211 75 79 3773 or e mail to email@example.com (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 17 May
2017. 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 19 May 2017, 24.00 hours
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 23 May 2017, 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
firstname.lastname@example.org (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),\nInformation about the shareholder: name/company name, address, date of birth of individuals, register and register number (commercial register number) of legal entities,\nSecurities 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 email@example.com . 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 26 May 2017, 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 firstname.lastname@example.org (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
Upon request, the proxy form provided on the Company's website will be sent by
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 OR SHARES AND VOTING RIGHTSON 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 2.034.739 treasury shares on the
date of convening the Annual General Meeting, whereby 1.215.089 treasury shares
are held by UNIQA Österreich Versicherungen AG. On the date of convening the
Annual General Meeting, there are therefore 306.965.261 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 2017
end of announcement euro adhoc
issuer: UNIQA Insurance Group AG
Untere Donaustraße 21
phone: 01/211 75-0
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
Digital press kit: http://www.ots.at/pressemappe/220/aom
Akt. Indikation: 8.01 / 8.05
Veränderung zu letztem SK: -0.16%
Letzter SK: ( -0.74%) 8.04
1. Thomas Polak, Chief Innovation Manager bei UNIQA - UNIQA Insurance Group AG: UNIQA beteiligt sich an Start-Up FragNebenan.com (Fotocredit: UNIQA / Titz)
, (© Aussender) >> Öffnen auf photaq.com
Aktien auf dem Radar: DO&CO , FACC , AT&S , Wienerberger , EVN , Evotec , OMV , AMS .
Gegründet 1819 als die „Erste österreichische Spar-Casse“, ging die Erste Group 1997 mit der Strategie, ihr Retailgeschäft in die Wachstumsmärkte Zentral- und Osteuropas (CEE) auszuweiten, an die Wiener Börse. Durch zahlreiche Übernahmen und organisches Wachstum hat sich die Erste Group zu einem der größten Finanzdienstleister im östlichen Teil der EU entwickelt.
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