UNIQA Insurance Group AG
UNIQA Insurance Group AG: 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 23rd Annual General Meeting to be held on 23 May 2022
EQS-News: UNIQA Insurance Group AG
/ Announcement of the Convening of the General Meeting
Unofficial translation from the German language – only the German language version is legally binding C O N V O C A T I O N 23rd Annual General Meeting The 23rd Annual General Meeting of UNIQA Insurance Group AG, FN 92933t (“UNIQA” or the “Company“), will be convened as a meeting with physical attendance of the shareholders. We wish to draw the attention of all participants to the fact that due to the persisting COVID-19 pandemic they will have to comply with all official health protection regulations (i.e. regulations issued by the federal authorities and of the authorities of the Land of Vienna). This means that participation in the Annual General Meeting will only be possible in compliance with the provisions regarding the prevention of the spread of COVID-19 in force on the day of the Annual General Meeting, i.e. in particular the COVID-19 Measures Act and the 1950 Epidemics Act, as well as the regulations issued by the Federal Minister for Social Affairs, Health, Care and Consumer Protection and the regulations of the Governor of the Land of Vienna in force on the day of the Annual General Meeting. Admission to the venue of the General Meeting will only be granted to those shareholders and other participants who fulfil all legal requirements for physical participation in the Annual General Meeting applicable on the day of the AGM. For example, on the day of the Annual General Meeting, proof of a low epidemiological risk may be required by law (e.g. through presentation of a legally valid Covid-19 vaccination certificate or a legally valid proof of recovery from Covid-19 infection) and/or the obligation to wear a face mask of a certain protection class. Please inform yourself in due time about the relevant provisions governing participation in meetings of legal entities applicable at the time of the Annual General Meeting. By 17 May 2022 at the latest, the Company will provide organisational information regarding the Annual General Meeting (e.g. route to the venue, parking, security, catering), information on the prerequisites for admission applicable in the Company’s opinion according to the COVID-19 regulations in force (the “Prerequisites for Admission to Participation in the General Meeting“), as well as information on the health protection and hygiene measures provided for in order to prevent the spread of Covid-19 (the “Health Protection and Hygiene Regime“) on the Company’s website (www.uniqagroup.com) under Investor Relations/Annual General Meeting. In order to ensure a smooth admission process, shareholders and other participants are requested to arrive in good time before the start of the Annual General Meeting. Prior to admission, shareholders and other participants are requested to present any documents required in accordance with the Covid-19 regulations in force on the day of the Annual General Meeting. In addition, the Company reserves the right to require participants to present a valid official photo ID upon registration. If these requirements are not met, admission may be refused. If you are attending the AGM as a proxy, please also bring the proxy form made out in your name; if the original proxy form has already been sent to the Company, you can expedite the registration procedure by bringing a copy of the proxy form. Admission of participants for the collection of their voting cards starts at 08.30 (CEST). The provisions governing admission to the AGM may change, if necessary at short notice; in such case, the Company will post the amended provisions on the Company’s website (www.uniqagroup.com) under Investor Relations/Annual General Meeting. Notwithstanding the foregoing, the Executive Board of the Company reserves the right to cancel the General Meeting – even at short notice – if a safe conduct of the General Meeting cannot be guaranteed, e.g. for organisational or health-related reasons. 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 2021, 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 profits, as well as the report of the Supervisory Board pursuant to Section 96 Stock Corporation Act for the fiscal year 2021. 2. Resolution on the distribution of net profits shown in the Company’s financial statements for the year ending 31 December 2021. 3. Resolution on the approval of the actions of the members of the Management Board and the Supervisory Board of the Company for the fiscal year 2021. 4. Election of the auditor of the non-consolidated and consolidated financial statements for the fiscal year 2023. 5. Resolution on the remuneration report including the remuneration of the Management Board and the Supervisory Board for the 2021 business year. 6. Resolution on the daily allowances and the remuneration of the members of the Supervisory Board. 7. Election of a member of the Supervisory Board. Documents (i) Non-consolidated financial statements for the year ending 31 December 2021, including the management report (ii) Consolidated financial statements for the year ending 31 December 2021, including the consolidated management report (iii) Corporate governance report for the fiscal year 2021 (iv) Separate non-financial report for the fiscal year 2021 (v) Proposal of the Management Board for the distribution of net profit shown in the Company’s financial statements for the year ending 31 December 2021 (vi) Report of the Supervisory Board pursuant to Section 96 of the Stock Corporation Act for the 2021 financial year (vii) Remuneration report including the remuneration of the Management Board and the Supervisory Board for the 2021 financial year (viii) Proposed resolutions of the Management Board and/or the Supervisory Board regarding items 2 to 7 of the agenda (ix) Further information on the shareholders’ rights pursuant to Sections 109, 110 and 118 of the Stock Corporation Act (x) Convocation of the shareholders of the Company to the 23rd Annual General Meeting (xi) Declaration by the candidate proposed for election to the Supervisory Board pursuant to Section 87 (2) of the Stock Corporation Act, i.e. statement regarding his/her professional qualification, professional or similar positions, and confirmation that there are no grounds for bias From the date of publication, this convocation to the 20rd Annual General Meeting of the Company, and as of 2 May 2022, at the latest, the documents indicated in paragraphs (i) to (x) and (xi) above are available at no charge at the Company’s premises in A-1029 Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations. 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 as of 21 April 2022. 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. 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 2 May 2022. 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 to the Company’s address at A-1029 Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax at +43 1 211 75 79 3773 or e-mail to hauptversammlung@uniqa.at (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 receivable if received by the Company on or before the 7th working day prior to the Annual General Meeting, i.e. on or before 12 May 2022. 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. 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 shareholder(s) submit(s) a deposit certificate pursuant to Section 10a of the Stock Corporation Act to prove its (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 (www.uniqagroup.com) at Investor Relations/Annual General Meeting. Right to attend, deposit certificate, record date, and proxy (Section 106 (6), (7) and (8) Stock Corporation Act) 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 18 May 2022, at A-1029 Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax at +43 (0)1 8900 500 95 or e-mail to anmeldung.uniqa@hauptversammlung.at or by SWIFT message type MT598 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 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), – 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. Proxy must be granted to a specified 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. If shareholders so wish, they may appoint Mr. Florian Beckermann, Managing Director 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 (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. Florian Beckermann at +43 1 876 33 43-30 or by email at florian.beckermann@iva.or.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. Florian Beckermann. Please note that Mr. Florian Beckermann 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 20 May 2022, 4 p.m. (last working 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 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 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 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. The distribution of voting cards for the Annual General Meeting starts at 8:30 a.m. on the day of the Annual General Meeting. Shareholders and their representatives are asked to bring an official photo ID for identification. The Company reserves the right to verify the identities of the individuals (shareholders and their representatives) attending the Annual General Meeting. If their identity cannot be determined, shareholders and shareholder representatives may be denied admission to and presence at the Annual General Meeting. Information on the organisation of the Annual General Meeting, the prerequisites for admission to the Annual General Meeting, and the health protection and hygiene regime will be published on the Company’s website (www.uniqagroup.com) under Investor Relations/Annual General Meeting not later than 17 May 2022. Information for shareholders regarding data processing 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 datenschutz@uniqa.at or at the following contact data: UNIQA Insurance Group AG, Untere Donaustraße 21, 1029 Wien, fax no. +43 50677 676 (UNIQA Kundenservice). 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 AT (www.uniqagroup.com) under Investor Relations/Annual General Meeting. Information on Webcasting of the Annual General Meeting Notice pursuant to Section 106 (2) (b) 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 83 (2.1) Austrian Stock Exchange Act Vienna, April 2022
21.04.2022 |
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 |