VIENNA INSURANCE GROUP AG
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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20.04.2021
Translation from German original - in case of doubt the German version prevails
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
FN 75687 f
ISIN: AT0000908504
Schottenring 30, Ringturm, 1010 Vienna
CONVOCATION
to the
30th Annual General Meeting
held on Friday, 21 May 2021, at 11 a.m. (CEST)
in Vienna
TO BE HELD AS A VIRTUAL ANNUAL GENERAL MEETING WITHOUT THE PHYSICAL PRESENCE OF
THE SHAREHOLDERS
Company Law COVID 19 Act [Gesellschaftsrechtliches COVID-19-Gesetz/COVID-19-
GesG] and Company Law COVID 19 Regulation [Gesellschaftsrechtliche COVID-19-
Verordnung/COVID-19-GesV]
In light of the COVID 19 pandemic, the Managing Board, after careful
consideration, has decided to avail itself again of the legal option to hold a
virtual Annual General Meeting for the purposes of protecting the shareholders
and other participants as already in 2020.
The Annual General Meeting of VIENNA INSURANCE GROUP AG Wiener Versicherung
Gruppe on 21 May 2021 will be held as a "virtual Annual General Meeting" in
consideration of the interests of both the Company and the participants, based
on Section 1 (2) COVID-19-GesG (Federal Law Gazette I No. 16/2020 in the version
of Federal Law Gazette I No. 156/2020) and the COVID-19-GesV (Federal Law
Gazette II No. 140/2020 in the version of Federal Law Gazette II No. 616/2020).
This means that no shareholders (with the exception of special proxy holders
under Section 3 (4) COVID-19-GesV) will be permitted to be physically present at
the Annual General Meeting of VIENNA INSURANCE GROUP AG Wiener Versicherung
Gruppe on 21 May 2021 in order to safeguard the health of everyone concerned.
The Managing Board asks for the shareholders' understanding that they will not
be able to attend the Annual General Meeting on 21 May 2021 in person.
The Annual General Meeting will be held in Vienna in the physical presence of
the Chairman of the Supervisory Board, his deputy, the members of the Managing
Board, the certifying notary, and the four special proxy holders designated by
the Company.
The conduct of the Annual General Meeting as a virtual Annual General Meeting
pursuant to the COVID-19-GesG and the COVID-19-GesV will require modifications
of the procedure for the holding of the Annual General Meeting and the exercise
of shareholders' rights.
Voting rights may only be exercised, motions put forward and objections raised
by granting proxies and giving instructions to one of the special proxy holders
proposed by the Company pursuant to Section 3 (4) COVID-19-GesV.
The shareholders themselves can exercise their rights to obtain information
during the virtual Annual General Meeting via electronic communication, i.e.
exclusively in text form by e-mail directed to the Company's e-mail address at
fragen.vig@hauptversammlung.at [fragen.vig@hauptversammlung.at].
Broadcast of the Annual General Meeting on the Internet
Pursuant to Section 3 (2) and (4) COVID-19-GesV in conjunction with Section 102
(4) of the Stock Corporation Act [Aktiengesetz/AktG], the entire Annual General
Meeting will be broadcast on the Internet in real time in audiovisual format. No
registration or log-in is required to follow the Annual General Meeting.
All Company shareholders will be able to follow the virtual Annual General
Meeting on the Internet from 11:00 a.m. on 21 May 2021, at www.vig.com/annual-
general-meeting [http://www.vig.com/annual-general-meeting] using appropriate
electronic devices.
The broadcast of the Annual General Meeting on the Internet will enable all
shareholders who wish to follow the Annual General Meeting in real time via a
one-way audiovisual connection and to watch the Managing Board's presentation
and the subsequent question and answer session.
Please note that this live broadcast as a virtual Annual General Meeting does
not permit remote participation (Section 102 (3) no. 2 AktG) or remote voting
(Section 102 (3) no. 3 AktG and Section 126 AktG) and, as a result, the Internet
broadcast is not a two-way connection.
It should also be noted that the Company is only responsible for the use of
technical communication devices to the extent that they are within the Company's
sphere of influence (Section 2 (6) COVID-19-GesV.
Moreover, please see the 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") and the information
concerning the rights of shareholders as published on the Company's website at
www.vig.com/annual-general-meeting [http://www.vig.com/annual-general-meeting].
This year we ask that the shareholders pay particular attention to the
information on participation document, which also describes the procedure for
the Annual General Meeting.
Agenda
Presentation of the approved annual
financial statements for 2020 including
the management report, the consolidated
corporate governance report 2020, the
sustainability report 2020 (consolidated
1. non-financial report), the consolidated
financial statements for 2020 including
the group management report, the
proposal for the appropriation of
profits and the report of the
Supervisory Board (Section 96 AktG).
Resolution on the appropriation of the
2. net profit for the year as per the
annual financial statements for 2020.
Resolution on the remuneration report
3. 2020.
Resolution on discharging the Managing
4. Board members for the financial year
2020.
Resolution on discharging the
5. Supervisory Board members for the
financial year 2020.
Resolution on the authorisation of the
Managing Board pursuant to Section 169
AktG to increase the Company's share
capital by a nominal amount of up to EUR
66,443,734.10 by 20 May 2026 at the
latest through issue of up to 64,000,000
no-par value registered or bearer shares
against a contribution in cash or in
kind or a combination thereof, also in
several tranches, and to decide on the
6. content of the shareholders' rights, on
exclusion of the shareholders'
subscription rights and on other terms
and conditions for the issue of shares
with approval from the Supervisory
Board. This authorisation shall replace
the resolution passed in the 26th Annual
General Meeting of 12 May 2017 under
item 5 on the agenda. The first sentence
of Article 4 (2) of the Articles of
Association will be amended accordingly.
Resolution on the authorisation of the
Managing Board to issue participating
bonds of a total nominal amount of up to
EUR 2,000,000,000 by 20 May 2026 at the
latest with approval from the
Supervisory Board pursuant to Section
174 (2) AktG, also in several tranches,
7. also with exclusion of shareholders'
subscription rights, and to define all
other terms and conditions for the issue
of participating bonds. This
authorisation shall replace the
resolution passed in the 26th Annual
General Meeting of 12 May 2017 under
item 6 on the agenda.
Resolution on the authorisation of the (MORE TO FOLLOW) Dow Jones Newswires
April 20, 2021 05:35 ET (09:35 GMT)
