VIENNA INSURANCE GROUP AG website, provided that such request is received by the Company in text form no later than on11 May 2021 either by fax to +43(0)1 89 00 500-60 or by post to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Department VD100, Attn. Mr Philipp Bardas, Schottenring 30, 1010 Vienna. In the case of a proposal for the election of a member of the Supervisory Board, a statement of the proposed candidate pursuant to Section 87 (2) AktG is to be submitted in lieu of the statement of the reasons. Presentation of a deposit receipt pursuant to Section 10a AktG is deemed sufficient for evidencing ownership of bearer shares kept in custody for the purposes of exercising this shareholder right, 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 1% of the share capital must show the same date. Reference is made to the information about the right to attend the Annual General Meeting (see below) as regards the other deposit receipt requirements. A proposal for resolution disclosed pursuant to Section 110 (1) AktG may only be voted on pursuant to Section 119 (2) AktG if reiterated as a request at the Annual General Meeting. Please note that the right of shareholders to put forward motions at the Annual General Meeting, as explained below in greater detail, may only be exercised by a special proxy holder. At the Annual General Meeting any shareholder shall, upon request, be informed about Company matters to the extent that such information is required for a proper assessment of an item of the agenda. Condition for the exercise of the right to information is the proof of the right to attend this Annual General Meeting and the granting of a proxy to a special proxy holder. Such information may be denied if, according to reasonable business judgement, disclosure of the same may cause a material disadvantage to the Company or an affiliated enterprise or may be punishable by law. It is expressly noted that, during the virtual Annual General Meeting, the right to information under Section 118 AktG can only be exercised by the shareholders themselves by e-mailing questions directly to the Company to the following e- mail address:fragen.vig@hauptversammlung.at [fragen.vig@hauptversammlung.at]. Please note that the Chairman will establish reasonable time limits in this regard during the Annual General Meeting. In light of this extraordinary situation, shareholders are requested to e-mail all questions in text form in advance to fragen.vig@hauptversammlung.at [fragen.vig@hauptversammlung.at]. We would appreciate if such questions would be received by the Company no later than on the second business day before the Annual General Meeting, i.e. by 19 May 2021 to ensure optimal preparation. This will enable the Company to prepare as thoroughly as possible and to respond to your questions expeditiously at the Annual General Meeting. Please use the question form which is available on the Company's website at www.vig.com/annual-general-meeting [http://www.vig.com/annual-general-meeting]. The information on participation document contains additional information and describes the methods of exercising the shareholders' right to information under Section 118 AktG. At the virtual Annual General Meeting every shareholder is entitled to put forward motions with respect to any item of the agenda which require no prior announcement, through his/her special proxy holderpursuant to the COVID-19-GesG and the COVID-19-GesV. The prerequisite for this is proof of the right to attend the meeting and the granting of an appropriate proxy to the special proxy holder pursuant to this Convocation. The information on participation document contains additional information and describes the methods of exercising the shareholders' right to put forward motions pursuant to Section 119 AktG and is available on the Company's website at www.vig.com/annual-general-meeting [http://www.vig.com/annual-general- meeting]. A motion for election of a person to the Supervisory Board may be voted on at the Annual General Meeting only if a relevant proposal for resolution of shareholders whose shares amount to 1% of the share capital in the aggregate is received by the Company no later than on 11 May 2021. Reference is made to the relevant explanations with regard to the other requirements for submitting proposals for resolution. Currently, the Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe fulfils the minimum requirement pursuant to Section 86 (7) AktG and consists of ten members, of which there are four women and six men.The maximum number of Supervisory Board members shall be increased from ten to twelve pursuant to item 12 of the agenda of the 30th Annual General Meeting on 21 May 2021. Upon effectiveness of the amendment of the Articles of Association, the Supervisory Board shall consist of twelve members elected by the Annual General Meeting. Therefore, two additional members must be elected to the Supervisory Board in order to restore the proposed number of twelve Supervisory Board members. Article 10 (2) of the Articles of Association of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe will stipulate upon effectiveness of the amendment of the Articles of Association pursuant to item 12 of the agenda of this Annual General Meetingthat the Supervisory Board shall consist of three to twelve members rather than three to ten members as prior to the resolution. Currently, the Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe must be comprised of at least three women and at least three men. This minimum quota is increased following the resolution on the increase of the number of the Supervisory Board members pursuant to item 13 on the agenda, which means that following the effectiveness of the resolution the Supervisory Board must be comprised of at least four women and at least four men. The minimum quota required by law will thus be satisfied irrespective of the election of the proposed members. Additional information concerning these rights of shareholders pursuant to Sections 109, 110, 118 and 119 AktG will be available on the Company's website at www.vig.com/annual-general-meeting [http://www.vig.com/annual-general- meeting] no later than 30 April 2021. RECORD DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING PURSUANT TO SECTION 111 AKTG Bearer shares kept in custody The right to attend the virtual Annual General Meeting and to exercise voting rights and other shareholder rights which are to be asserted in connection with the virtual Annual General Meeting subject to the COVID-19-GesG and the COVID- 19-GesV are subject to the ownership of shares as at 11 May 2021, midnight (CEST) (record date). Only persons who are shareholders as at the record date and can provide proof thereof to the Company are entitled to attend the virtual Annual General Meeting subject to the COVID-19-GesG and the COVID-19-GesV and exercise shareholders' rights. In the case of bearer shares kept in custody, a deposit receipt as defined under Section 10a AktG, which must be received by the Company no later than on 18 May 2021, midnight (CEST) shall suffice as proof of share ownership as at the record date. Deposit receipts must be delivered exclusively to any one of the following addresses: - By post or courier: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe Department VD100, Attn. Mr Philipp Bardas Schottenring 30, 1010 Vienna - By fax: +43 (0)1 89 00 500-60 - By e-mail: anmeldung.vig@hauptversammlung.at [anmeldung.vig@hauptversammlung.at](as a scanned attachment - TIF, PDF, etc.) - By SWIFT: GIBAATWGGMS Message type MT598 or MT599; always state ISIN AT0000908504 in the text A special proxy holder may not be deemed effectively authorised without a deposit receipt received by the Company by the deadline. Please see the following provisions of this Convocation with respect to the authorisation of a special proxy holder and the procedure to be followed. Deposit receipt as defined under Section 10a AktG The deposit receipt must be issued by the bank maintaining the securities account, whose registered office shall be in a Member State of the European Economic Area or a full Member State of the OECD, and shall contain the following information: * Information on the issuer: (corporate) name and address or a standard code used for transactions between banks (SWIFT code), * Information on the shareholder: (corporate) name, address, date of birth in the case of natural persons, register and register number in the case of legal entities, as applicable, * Information on the shares: number of shares held by the shareholder (ISIN AT0000908504), * Securities account number or any other identification, * Date or time period to which the deposit receipt refers. The deposit receipt must make reference to the record date, i.e. 11 May 2021, midnight (CEST). If the deposit receipt is intended as proof of shareholder status, it may be no older than seven days from the date of presentation to the Company. For the purposes of the final sentence of Section 10a (1) AktG, the Company will also accept deposit receipts that were issued by legal entities which are authorised pursuant to Czech law to keep securities accounts with regard to those shares. Deposit receipts must be in German or English. The shares will not be blocked as a consequence of a shareholder's registration for the Annual General Meeting and/or the presentation of a deposit receipt; thus, shareholders may continue to freely dispose of their shares even after registration and/or transmission of a deposit receipt. AUTHORISATION OF A SPECIAL PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED Any shareholder who is entitled to participate in the virtual Annual General Meeting under the Stock Corporation Act, COVID-19-GesG and the COVID-19-GesV and
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April 20, 2021 05:35 ET (09:35 GMT)
