EQS-AGM: UNIQA Insurance Group AG: Convocation to the 25th Annual General Meeting
EQS-AGM: UNIQA Insurance Group AG: Convocation to the 25th Annual General Meeting
EQS-News: UNIQA Insurance Group AG / Announcement of the Convening of the
General Meeting
UNIQA Insurance Group AG: Convocation to the 25th Annual General Meeting
02.05.2024 / 09:43 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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UNIQA Insurance Group AG
ISIN AT0000821103
C O N V O C A T I O N
of the shareholders of UNIQA Insurance Group AG, with its registered
office in Vienna,
to the
25th Annual General Meeting
to be held on Monday, 3 June 2024, 10:00 a.m.
at the UNIQA Tower, Platinum Hall (ground floor), Untere Donaustrasse 21,
1029 Vienna
The 25th Annual General Meeting of UNIQA Insurance Group AG, FN 92933t
(“UNIQA” or the “Company”), will be held as an on-site meeting in the
presence of shareholders. It will take place at the UNIQA Tower, Platinum
Hall (ground floor), Untere Donaustrasse 21, 1029 Vienna, on Monday, 3
June 2024 starting at 10:00 a.m.
A G E N D A
1. Presentation of the approved and officially adopted non-consolidated
financial statements and the consolidated financial statements of
UNIQA Insurance Group AG for the year ending 31 December 2023, the
management report, the corporate governance report of the Management
Board, the separate consolidated non-financial report of the
Management Board, and the Management Board’s proposal for the
distribution of profit, as well as the report of the Supervisory Board
pursuant to Section 96 of the Stock Corporation Act for the 2023
business year.
2. Resolution on the distribution of the net profit shown in the
Company’s financial statements for the year ending 31 December 2023.
3. Resolution on the approval of the actions of the members of the
Management Board and the Supervisory Board of the Company for the 2023
business year.
4. Election of the auditor of the non-consolidated and consolidated
financial statements for the business year 2025 and (anticipatory)
election of the auditor of the sustainability reports for the business
years 2024 and 2025.
5. Resolution on the remuneration report disclosing the remuneration of
the Management Board and the Supervisory Board for the 2023 business
year.
6. Resolution on the Remuneration Policy.
7. Resolution on the daily allowances and the remuneration of the members
of the Supervisory Board.
8. Resolution on the authorization of the Management Board, up to and
including 30 June 2029:
a. to increase the share capital with the approval of the Supervisory
Board by a maximum of EUR 80,000,000 through the issue of up to
80,000,000 no-par value bearer shares or registered shares with voting
rights against cash contributions or contributions in kind once or in
several parts,
b. subject to approval by the Supervisory Board, to exclude, if
appropriate, the shareholders’ subscription rights, provided the share
capital is increased
(b.a.) for the purpose of implementing an employee participation program
either including members of the Management Board and/or senior executives
or exclusively for members of the Management Board and/or senior
executives of the Company or a stock option plan for employees, including
members of the Management Board and/or senior executives or exclusively
for members of the Management Board and/or senior executives of the
Company and, where appropriate, of affiliated companies, including, if
applicable, through the transfer of shares to an employee participation
foundation within the meaning of section 4d (4) of the Income Tax Act, or
(b.b) against contributions in kind, in particular of businesses,
establishments, parts of establishments or shares in one or several
companies in Austria or abroad, or
(b.c.) for an over-allotment option (greenshoe), or
(b.d.) for the adjustment of fractional amounts, and
c. to determine, with the approval of the Supervisory Board, the type of
shares to be newly issued (bearer shares or registered shares), the
issue price, and the other terms and conditions of the issue
(authorized capital),
and resolution on the amendment to the Articles of Association of the
Company in Art.4 para.3 in accordance with the resolution on authorized
capital.
9. Election of a member of the Supervisory Board.
Documents
The following documents are available on the Company’s website registered
in the Companies Register ([1] www.uniqagroup.com) as of the 21^st day
prior to the Annual General Meeting, i.e. not later than on 13 May 2024,
under Investor Relations / Annual General Meeting:
i. Non-consolidated financial statements for the year ending 31 December
2023, including the management report;
ii. Consolidated financial statements for the year ending 31 December
2023, including the consolidated management report;
iii. Consolidated corporate governance report for the business year 2023;
iv. Annual financial statements for the business year 2023;
v. Separate consolidated non-financial report for the business year 2023;
vi. Proposal of the Management Board for the distribution of the net
profit shown in the Company’s financial statements for the year ending
31 December 2023;
vii. Report of the Supervisory Board pursuant to section 96 of the Stock
Corporation Act for the business year 2023;
viii. Remuneration report disclosing the remuneration of the Management
Board and the Supervisory Board for the business year 2023;
ix. Remuneration policy for the members of the Management Board and the
members of the Supervisory Board;
x. Report of the Management Board pursuant to section 170 (2) of the Stock
Corporation Act and section 153 (4) of the Stock Corporation Act;
xi. Proposed resolutions of the Management Board and/or the Supervisory
Board regarding items 2 to 9 of the agenda;
xii. Articles of Association with the proposed amendment and comparison of
the current version and the proposed version;
xiii. Further information on the shareholders’ rights pursuant to sections
109, 110, 118 and 119 of the Stock Corporation Act;
xiv. Declaration by the candidate proposed for election to the Supervisory
Board pursuant to section 87 (2) of the Stock Corporation Act, i.e. a
statement regarding the candidate’s professional qualification,
professional or similar positions, and confirmation that there are no
grounds for bias;
xv. Convocation of the shareholders of the Company to the 25th Annual
General Meeting.
From the date of publication, this convocation to the 25th Annual General
Meeting of the Company, and as of 13 May 2024, at the latest, the
documents indicated in paragraphs (i) to (xiv) above are available at no
charge at the Company’s premises in A-1029 Vienna, Untere Donaustrasse 21,
UNIQA Tower, Investor Relations. For reasons of sustainability, the
company will not make the aforementioned documents available to all
shareholders participating in the Annual General Meeting in printed form.
Moreover, forms for the granting and revocation of proxies pursuant to
section 114 of the Stock Corporation Act are available on the Company’s
website no later than as of 13 May 2024.
Notice concerning shareholders’ rights (section 106 (5) Stock Corporation
Act)
Pursuant to section 109 of the Stock Corporation Act, 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. Such request must be received by the Company no later
than on the 21^st day prior to the Annual General Meeting, hence on or
before 13 May 2024. Such 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 of the Stock Corporation Act, 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 motivation of the request, and a statement, if any, by the Management
Board or the Supervisory Board be made available on the Company’s website,
as entered in the Companies Register. The request must be sent in writing
or in text form to the Company’s address at A‑1029 Vienna, Untere
Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax (in text form)
at +43 1 211 75 79 3773 or e-mail to [2]hauptversammlung@uniqa.at. The
request will be considered receivable if received by the Company on or
before the 7^th working day prior to the Annual General Meeting, i.e. on
or before 22 May 2024.
If a candidate for election to the Supervisory Board is proposed, the
motivation of the request is replaced by a declaration by the candidate
proposed pursuant to section 87 (2) of the Stock Corporation Act. Section
86 (7) of the Stock Corporation Act applies to the Company, i.e. the
Supervisory Board must comprise at least 30% women and at least 30% men.
In its current composition, the Supervisory Board must include at least
five women and at least five men (calculated on the basis of a total
number of fifteen Supervisory Board members, i.e. ten capital
representatives and five employee representatives) in order to meet the
minimum quota pursuant to section 86 (7) of the Stock Corporation Act. For
the proposed election, the minimum quota of women and men on the
Supervisory Board must be met in its entirety (no objection pursuant to
section 86 (9) of the Stock Corporation Act). Currently, the minimum quota
is met, given that the Supervisory Board of the Company comprises five
women and ten men.
Pursuant to section 118 of the Stock Corporation Act, every shareholder
has the right to be informed about the Company’s affairs at the Annual
General Meeting upon his or her request, if such information is necessary
to properly assess 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 disadvantage, or if the disclosure of such
information would constitute a criminal offence.
Shareholder rights which are linked to the holding of shares at a certain
point in time or during a certain period of time may be exercised only if
the shareholders submit a deposit certificate pursuant to Section 10a of
the Stock Corporation Act to prove their shareholder status during the
relevant period.
Further information about shareholder rights pursuant to sections 109,
110, 118 and 119 of the Stock Corporation Act is available on the
Company’s website ([3] www.uniqagroup.com) at Investor Relations/Annual
General Meeting as of 6 May 2024.
Right to attend, deposit certificate, record date, and proxy (section 106
(6), (7) and (8) Stock Corporation Act)
Pursuant to section 111 (1) of the Stock Corporation Act, 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)
have the right to attend the Annual General Meeting and exercise their
shareholder rights. The record date is 24 May 2024, 24:00 hours (Vienna
time).
For bearer shares deposited with a custodian (all shares issued by the
Company are bearer shares), proof of shareholder status on the record date
is furnished by producing to the Company a deposit certificate pursuant to
section 10a of the Stock Corporation Act, 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 28 May 2024, at A‑1029
Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax
(signature not required) at +43 (0)1 8900 500 50 or e-mail
to anmeldung.uniqa@[4]hauptversammlung.at or by SWIFT message type MT598
or MT599 to GIBAATWGGMS with reference to ISIN AT0000821103. The deposit
certificate pursuant to section 10a of the Stock Corporation Act 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 English.
The deposit certificate must be issued by the shareholder’s custodian bank
or by the intermediary appointed by the custodian bank of the shareholder
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 natural persons, register and register number (Companies
Register number) of legal persons,
• Securities account number or other identifier,
• Information about the shares: number of the shareholder’s no-par-value
shares,
• Date or period 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 has the right to 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. The proxy must be granted to a specified person in text form.
Every shareholder may use the forms the Company provides on its website
([5] www.uniqagroup.com) at Investor Relations/Annual General Meeting.
Shareholders are not obliged to use these forms.
If shareholders so wish, they may appoint Mr. Michael Knap, Honorary
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 granting and
revocation of proxies are available on the Company’s website
([6] 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 Mr. Michael Knap at +43 664 213 87 40 or by email at
[7]knap.uniqa@hauptversammlung.at. If a proxy is granted to the
independent IVA proxy holder, it must nevertheless be sent to the Company
as described below. The Company will provide the authorized proxy with
copies of the proxies. Any instructions on the exercise of voting rights
must be issued directly to Mr. Michael Knap. Please note that Mr. 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 form must be sent to and retained by the Company. A
proxy form must be received by the Company no later than on 31 May 2024, 4
p.m. Vienna time, in writing by surface mail at A-1029 Vienna, Untere
Donaustraße 21, UNIQA Tower, Investor Relations, or by fax (in text form)
at +43 (0)1 8900 500 50 or e-mail at
[8]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 or MT599 to GIBAATWGGMS with the reference
ISIN AT0000821103.
On the day of the Annual General Meeting, the proxy can only be handed
over 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 a proxy to his/her custodian bank (section
10a of the Stock Corporation Act), 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 also apply, mutatis
mutandis, to the revocation of proxies.
To ensure a smooth conduct of entrance checks, shareholders and other
participants are requested to present in due time before the beginning of
the Annual General Meeting. The Company reserves the right to demand that
participants present an official photo ID upon registration. If these
requirements are not met, shareholders may be denied entrance. If you are
participating in the Annual General Meeting as an authorized proxy, please
also present the proxy made out to your name. If the original of the proxy
was sent to the Company in advance, presentation of a copy of the proxy
will accelerate registration. Shareholders will be admitted to collect
their voting cards from 8:30 a.m. (CET).
Information for shareholders regarding data processing
For the purposes of the Annual General Meeting, UNIQA Insurance Group AG
processes the shareholders’ personal data (in particular data pursuant to
section 10a (2) of the Stock Corporation Act, i.e. name, address, date of
birth, number of the securities deposit account, number of shares held by
the shareholder, type of shares, where applicable, number of the voting
card and, where applicable, the name and date of birth of the
proxy-holder) on the basis of the data protection provisions in effect,
especially the European General Data Protection Regulation (GDPR), as well
as the Austrian Data Protection Act and the Stock Corporation Act, in
order to enable the shareholders to exercise their rights within the
framework of the Annual General Meeting.
Pursuant to the Stock Corporation Act, the processing of personal data of
shareholders is a mandatory prerequisite for the participation of
shareholders in the Stock Corporation Act. The legal basis for data
processing is Article 6 (1.c) of the GDPR.
UNIQA Insurance Group AG is the controller responsible for the processing
of personal data. For the purpose of organizing the Annual General
Meeting, UNIQA Insurance Group AG uses the services of external service
providers, such as public notaries, lawyers, banks and IT providers. These
receive from UNIQA Insurance Group AG only such personal data as are
required for the performance of the contractually agreed services and
process such data exclusively in accordance with instructions received
from UNIQA Insurance Group AG. As far as required by law, UNIQA Insurance
Group AG has concluded privacy agreements with these service providers.
Shareholders, proxies, the members of the Managing Board and the
Supervisory Board, the public notary and all other persons entitled to
participate in the Annual General Meeting have the right to view the
legally required list of attendance (section 117 of the Stock Corporation
Act) and thus view the personal data specified therein (such as name,
place of residence, number of shares). Moreover, UNIQA Insurance Group AG
is obliged by law to submit personal shareholder data (in particular the
list of attendance) as part of the minutes prepared by the public notary
to the Companies Register (section 120 of the Stock Corporation Act).
The shareholder data are anonymized and/or deleted as soon as they are no
longer required for the purposes for which they were collected or
processed, provided further storage is not required by other legal
provisions. Duties of documentation and retention arise, in particular,
from company law, stock corporation law and the law on mergers and
acquisitions, inter alia section 128 (4) of the Stock Corporation Act
(obligation of the company to issue, upon a shareholder’s request, a
confirmation of the correct recording and counting of the votes cast by
the respective shareholder within 14 days of the vote), as well as tax law
and the provisions on the prevention of money laundering and the financing
of terrorism. If legal claims are raised by shareholders against UNIQA
Insurance Group AG or vice versa by UNIQA Insurance Group AG against
shareholders, the storage of personal data serves to clarify and enforce
such claims in individual cases. In connection with civil court
proceedings, this may result in the storage of date during the period of
limitations and, additionally, for the duration of court proceedings until
a final decision is rendered.
In the absence of legal or official provisions to the contrary, every
shareholder has at any time the right to information, rectification,
erasure or restriction of processing of their personal data, as well as
the right to object to processing and the right to data portability in
accordance with the provisions of Chapter III of the GDPR. Shareholders
can invoke these rights free of charge vis-à-vis UNIQA Insurance Group AG
by email [9]datenschutz@uniqa.at or at the following contact data: UNIQA
Insurance Group AG, Untere Donaustraße 21, 1029 Wien, fax no. +43 50677
676 (UNIQA Customer Service).
Moreover, shareholders have the right to lodge a complaint with the
Austrian data protection authority pursuant to Article 77 of the General
Data Protection Regulation.
For further information on data protection, please refer to the Privacy
Policy published on the website of UNIQA Insurance Group AG
([10]www.uniqagroup.com) under Services/Data Protection.
Information on Webcasting of the Annual General Meeting
Notice pursuant to section 106 (2b) of the Stock Corporation Act: The
Annual General Meeting will be webcast from its commencement until the end
of the CEO’s presentation under Item 1 of the agenda.
Total number of shares and voting rights at the time of convocation
(section 106 (9) Stock Corporation Act and section 120 (2.1) Austrian
Stock Exchange Act
At the time of convocation of the Annual General Meeting, the share
capital of the Company amounts to EUR 309,000,000.00 divided into
309,000,000 no-par-value shares. Each no-par-value share carries one vote.
At the time of convocation of the Annual General Meeting, the Company and
its subsidiaries hold 2,034,739 treasury shares, of which 1,215,089
treasury shares are held by UNIQA Österreich Versicherungen AG. At the
time of convocation of the Annual General Meeting, the number of
participating and voting shares comes to a total of 306,965,261. The
Company does not have different classes of shares.
Vienna, May 2024
The Management Board of UNIQA Insurance Group AG
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02.05.2024 CET/CEST
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Language: English
Company: UNIQA Insurance Group AG
Untere Donaustraße 21
1029 Vienna
Austria
Phone: +43 1 211 75-0
E-mail: investor.relations@uniqa.at
Internet: www.uniqagroup.com
ISIN: AT0000821103
WKN: 928900
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1894201 02.05.2024 CET/CEST
References
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7. knap.uniqa@hauptversammlung.at
8. anmeldung.uniqa@hauptversammlung.at
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