VIENNA INSURANCE GROUP AG
Managing Board to issue, once or several
times, convertible bonds in a total
nominal amount of up to EUR
2,000,000,000 by 20 May 2026 with
approval from the Supervisory Board
pursuant to Section 174 (2) AktG, also
8. with exclusion of shareholders'
subscription rights and to define all
other terms and conditions, the issue
and the conversion procedure for the
convertible bonds. This authorisation
shall replace the resolution passed in
the 26th Annual General Meeting of 12
May 2017 under item 7 on the agenda.
Resolution on the conditional increase
of the share capital in an amount of up
to EUR 31,145,500.36 by issue of up to
30,000,000 new ordinary bearer shares in
order to grant subscription or
conversion rights to the owners of
convertible bonds. This conditional
increase of the share capital shall
9. replace the resolution passed in the
26th Annual General Meeting of 12 May
2017 under item 8 on the agenda. The
first and second sentence of Article 4
(3) of the Articles of Association will
be amended accordingly. The third and
fourth sentence of Article 4 (3) of the
Articles of Association shall be
deleted.
Resolution on the authorisation of the
Managing Board pursuant to Section 65
(1) no. 8 as well as (1a) and (1b) AktG
to acquire treasury ordinary bearer
shares to the maximum extent permitted
by law during a term of thirty (30)
months from the day of the resolution of
the Annual General Meeting. The
equivalent to be paid upon redemption
must not be lower than a maximum of 50%
of the unweighted average closing price
of the ten (10) trading days preceding
redemption and not higher than a maximum
of 10% of the unweighted average closing
price of the ten trading days preceding
redemption. At the Managing Board's
option, the shares may be acquired via
10. the stock exchange or a public offering
or in any other expedient manner that is
permitted by law. Resolution on the
authorisation of the Managing Board to
sell the acquired treasury shares with
exclusion of the shareholders'
subscription rights in any way that is
permitted by law and other than via the
stock exchange or a public offering
during a maximum period of five (5)
years from the resolution in order to
satisfy any obligations in connection
with convertible bonds issued based on
the resolution of the Annual General
Meeting of 21 May 2021. This
authorisation shall replace the
resolution passed in the 28th Annual
General Meeting of 24 May 2019 under
item 5 on the agenda.
11. Election of the auditor and group
auditor for the financial year 2022.
Resolution on the increase of the
maximum number of Supervisory Board
12. members permitted by the Articles of
Association to twelve (12) by amendment
of Article 10 (2) of the Articles of
Association.
13. Resolution on the increase of the number
of the Supervisory Board members.
14. Elections to the Supervisory Board.
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents to be made available pursuant to Section 108 AktG will
be available for inspection during regular business hours by the shareholders on
the premises of the registered office of VIENNA INSURANCE GROUP AG Wiener
Versicherung Gruppe (the "Company"), Schottenring 30, 1010 Vienna, no later than
on 30 April 2021:
* Information on the organisational and technical requirements for participation
pursuant to Section 3 (3) in conjunction with Section 2 (4) COVID-19-GesV
("information on participation"),
* Annual financial statements including the management report for the financial
year 2020,
* Consolidated financial statements including group management report for the
financial year 2020,
* Report of the Supervisory Board for the financial year 2020,
* Consolidated corporate governance report for the financial year 2020,
* Sustainability report for the financial year 2020 (consolidated non-financial
report),
* Proposal for the appropriation of the net profit for the financial year 2020
(agenda item 2),
* Proposals for resolution on items 2 to 14 of the agenda,
* Report of the Managing Board on the exclusion of the shareholders'
subscription rights regarding items 6-8 and 10 on the agenda,
* Explanatory information on items 1, 2, 3, 11, 12, 13 and 14 on the agenda,
* Documents for the elections to the Supervisory Board pursuant to Section 87
(2) AktG (agenda item 14),
* Comparison of the Articles of Association, as well as the
* Remuneration report 2020.
These documents and the full text of this Convocation, the form for granting
special proxy pursuant to Section 3 (4) COVID-19-GesV, the form for revoking
proxy pursuant to Section 114 AktG, the question form, as well as the
information concerning the rights of shareholders pursuant to Sections 109, 110,
118 and 119 AktG may also be downloaded from the Company's website www.vig.com/
en [http://www.vig.com/en] under Investor Relations/Annual General Meeting or
via the direct link www.vig.com/annual-general-meeting [http://www.vig.com/
annual-general-meeting] no later than from 30 April 2021.
INFORMATION ABOUT THE SHAREHOLDERS' RIGHTS AS DEFINED UNDER SECTIONS 109, 110,
118 AND 119 AKTG
Shareholders whose shares collectively account for 5% of the share capital and
who have held those shares for at least three months prior to the motion may
request in writing that additional items be included in the agenda of this
Annual General Meeting and request that they be published, provided that the
request is received in writing by the Company at the address VIENNA INSURANCE
GROUP AG Wiener Versicherung Gruppe, Department VD100, Attn. Mr Philipp Bardas,
Schottenring 30, 1010 Vienna, by 30 April 2021 at the latest. A proposal for a
resolution including a statement of the reasons for the same must be enclosed
with every item requested for inclusion in the agenda.
Presentation of a deposit receipt as defined under Section 10a AktG certifying
that the requesting shareholders have held their shares for at least three
months prior to the motion is deemed sufficient for demonstrating ownership of
bearer shares kept in custody, and such proof must not be older than seven days
from the date of presentation to the Company. Several deposit receipts for
shares amounting, only when aggregated, to 5% of the share capital must all show
the same date. Reference is made to the information about the right to attend
the Annual General Meeting as regards the other deposit receipt requirements.
Shareholders whose shares collectively account for 1% of the share capital may
submit proposals for resolution including a statement of the reasons for the
same regarding any item of the agenda in text form and may request that such
proposals, together with the name of the requesting shareholder, including the
statement of the reasons for the same and an opinion from the Managing Board or
the Supervisory Board, if any, be made available on the registered Company's (MORE TO FOLLOW) Dow Jones Newswires
April 20, 2021 05:35 ET (09:35 GMT)
