EQS-News: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe /
Announcement of the Convening of the General Meeting
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Convocation of the
AGM 2025
22.04.2025 / 13:39 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
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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
of the
34th Annual General Meeting,
to be held in person on Friday, 23 May 2025, at 11 a.m. (CEST) at Wiener
Stadthalle, Roland-Rainer-Platz 1, 1150 Vienna, Hall F
AGENDA
1. Presentation of the approved annual financial statements for 2024
including the management report, the consolidated corporate governance
report 2024, the consolidated financial statements for 2024 including
the group management report containing the consolidated non-financial
report (consolidated sustainability reporting), the proposal for the
appropriation of profits and the report of the Supervisory Board
(Section 96 AktG).
2. Resolution on the appropriation of the net profit for the year as per
the annual financial statements as of 31 December 2024.
3. Resolution on the remuneration report 2024.
4. Resolution on discharging the Managing Board members for the financial
year 2024.
5. Resolution on discharging the Supervisory Board members for the
financial year 2024.
6. 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 22 May 2030 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 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 30th Annual General Meeting of 21 May
2021 under item 6 on the agenda. The first sentence of Article 4 (2)
of the Articles of Association will be amended accordingly.
7. 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 22 May 2030 at the latest with approval from the
Supervisory Board pursuant to Section 174 (2) AktG, also in several
tranches, 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 30th Annual General Meeting of 21 May 2021 under item 7
on the agenda.
8. Resolution on the authorisation of the Managing Board to issue, once
or several times, convertible bonds in a total nominal amount of up to
EUR 2,000,000,000 by 22 May 2030 with approval from the Supervisory
Board pursuant to Section 174 (2) AktG, also 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
30th Annual General Meeting of 21 May 2021 under item 8 on the agenda.
9. 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 replace the resolution passed in the 30th
Annual General Meeting of 21 May 2021 under item 9 on the agenda.
Article 4 (3) of the Articles of Association will be amended
accordingly.
10. Resolution on the authorisation of the Managing Board to acquire
no-par-value treasury ordinary bearer shares pursuant to Section 65
(1) no. 4 and 8 as well as (1a) and (1b) AktG to the maximum extent
permitted by law during a period of thirty months from the date the
resolution is passed by the Annual General Meeting. The equivalent to
be paid upon redemption must not be lower than a maximum of 50% below
and not higher than a maximum of 10% above the unweighted average
closing price of the ten trading days preceding redemption. At the
Managing Board’s option, the shares may be acquired via the stock
exchange or a public offering or in any other expedient manner that is
permitted by law. In the event of a redemption via a public offer the
cut-off date for the end of the calculation period is the day on which
the intention to make a public offer is announced (Section 5 (2) and
(3) Takeover Act (Übernahmegesetz/ÜbG)).
Resolution on the authorisation of the Managing Board, for a maximum
period of five years from the date of the resolution, with exclusion
of shareholders’ subscription rights
a) to use treasury shares for issuing shares to employees and
executive employees of the Company or to employees, executive
employees and members of the managing board of entities affiliated
with the Company;
b) to use the acquired treasury shares for the purpose of servicing
convertible bonds issued on the basis of the resolution of the Annual
General Meeting on 23 May 2025; and
c) to sell them in a manner permitted by law other than via the stock
exchange or by means of a public offer.
This authorisation replaces the resolution passed at the 32nd Annual
General Meeting of 26 May 2023 under item 6 on the agenda.
11. Election of the auditor and group auditor for the financial year 2026
as well as the auditor of the consolidated sustainability reporting
(consolidated non-financial statement) for the financial year 2026.
12. Resolution on the amendment to Article 12 (1) of the Articles of
Association (number of deputies to the chairman of the Supervisory
Board).
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents, to be made available pursuant to Section 108
Aktiengesetz, 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 2 May 2025:
• Annual financial statements including the management report for the
financial year 2024,
• Consolidated financial statements including group management report
containing the consolidated non-financial report (consolidated
sustainability reporting) for the financial year 2024,
• Report of the Supervisory Board for the financial year 2024,
• Consolidated corporate governance report for the financial year 2024,
• Proposal for the appropriation of the net profit for the financial
year 2024 (agenda item 2),
• Proposals for resolution on items 2 to 12 of the agenda,
• Explanatory information on items 1, 2, 3, 11 and 12 on the agenda,
• Report of the Managing Board on the exclusion of the shareholders’
subscription rights regarding items 6, 7, 8 and 10 on the agenda,
• Comparison of the Articles of Association, as well as the
• Remuneration report 2024.
These documents and the full text of this Convocation, the forms for
granting and for revoking proxy pursuant to Section 114 Aktiengesetz, as
well as the information concerning the rights of shareholders pursuant to
Sections 109, 110, 118 and 119 Aktiengesetz may also be downloaded from
the Company’s website group.vig/en under Investor Relations/Annual General
Meeting via the direct link group.vig/annual-general-meeting no later than
from 2 May 2025.
INFORMATION ABOUT THE SHAREHOLDERS’ RIGHTS AS DEFINED UNDER
SECTIONS 109, 110, 118 AND 119 AKTIENGESETZ
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 2 May
2025 at the latest. A proposal for a resolution including a statement of
the reasons for the same must be enclosed with every item requested in
such manner for inclusion in the agenda.
Presentation of a deposit receipt as defined under Section 10a
Aktiengesetz 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 website, provided that such request
is received by the Company in text form no later than on 14 May 2025
either by fax to +43(0)1 89 00 500- 50 or by post or courier to VIENNA
INSURANCE GROUP AG Wiener Versicherung Gruppe, Department VD100, Attn. Mr
Philipp Bardas, Schottenring 30, 1010 Vienna.
Presentation of a deposit receipt pursuant to Section 10a Aktiengesetz 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)
Aktiengesetz may only be voted on pursuant to Section 119 (2) Aktiengesetz
if reiterated as a request at the Annual General Meeting.
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. 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. Only shareholders
present or represented at the Annual General Meeting shall be entitled to
the right to information.
At the Annual General Meeting every shareholder is entitled to put forward
motions with respect to any item of the agenda which require no prior
announcement. The prerequisite for this is proof of the right to attend
the meeting pursuant to this Convocation.
Additional information concerning these rights of shareholders pursuant to
Sections 109, 110, 118 and 119 Aktiengesetz will be available on the
Company’s website at group.vig/annual-general-meeting no later than 2 May
2025.
RECORD DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING PURSUANT TO
SECTION 111 AKTIENGESETZ
Bearer shares kept in custody
The right to attend the Annual General Meeting and to exercise voting
rights and other shareholder rights which are to be asserted in connection
with the Annual General Meeting are subject to the ownership of shares as
of 13 May 2025, midnight (CEST) (record date for voting rights).
Only persons who are shareholders as of the record date and can provide
proof thereof to the Company are entitled to attend the Annual General
Meeting and exercise shareholders’ rights.
In the case of bearer shares kept in custody, a deposit receipt as
defined under Section 10a Aktiengesetz shall suffice as proof of share
ownership as of the record date. Deposit receipts, which must be received
by the Company no later than on 20 May 2025, midnight (CEST) must be
delivered exclusively to any one of the following addresses:
• By post or courier:
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe c/o
HV-Veranstaltungsservice GmbH,
Köppel 60, 8242 St. Lorenzen am Wechsel
• By fax: +43 (0)1 89 00 500-50
• By e-mail: (1)anmeldung.vig@hauptversammlung.at (as a scanned
attachment – TIF, PDF, etc.)
• By SWIFT:
ISO 15022: GIBAATWGGMS
Message type MT598 or MT599; always state ISIN AT0000908504 in the
text
• by SWIFT
ISO 20222: ou=gms,o=gibaatwg
o=swift - seev.003.001.XX oder seev.004.001.XX
in the version containing all necessary fields. (a detailed
description is available for download under
group.vig/annual-general-meeting)
Deposit receipt as defined under Section 10a Aktiengesetz
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. 13 May
2025, 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) Aktiengesetz,
the Company will also accept deposit receipts that were issued by legal
entities which are authorised pursuant to Czech and Hungarian 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.
REPRESENTATION BY PROXY PURSUANT TO SECTION 114 AKTIENGESETZ
Any shareholder who is entitled to attend the Annual General Meeting has
the right to appoint a proxy, who shall attend the Annual General Meeting
on behalf of the shareholder and who shall have the same rights as the
shareholder she/he represents.
A proxy must be granted to a specific person (a natural or a legal person)
in text format, and several persons may be granted proxy. If the
shareholder has given his custodian bank power of attorney, it is
sufficient that the latter makes a declaration in addition to the deposit
receipt that he has been granted power of attorney. The proxy shall be
submitted to the Company at one of the addresses stated below:
• by post or courier:
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe c/o
HV-Veranstaltungsservice GmbH,
Köppel 60, 8242 St. Lorenzen am Wechsel
• by fax: +43 (0)1 89 00 500-50
• by email: (2)anmeldung.vig@hauptversammlung.at (as scanned attachment
TIF, pdf, etc.)
• by SWIFT:
ISO 15022: GIBAATWGGMS
Message type MT598 or MT599; always state ISIN AT0000908504 in the
text
• by SWIFT
ISO 20222: ou=gms,o=gibaatwg
o=swift - seev.003.001.XX oder seev.004.001.XX
in the version containing all necessary fields. (a detailed
description is available for download under
(3)group.vig/annual-general-meeting)
• personally: when registering for the Annual General Meeting at the
place of the meeting
A proxy form and a form for revocation of proxy will be sent to you upon
request and are available on the Company’s website at
group.vig/annual-general-meeting.
Unless the proxy is handed in personally upon registration on the day of
the Annual General meeting, the proxy must be received by the Company not
later than on 22 May 2025, 3 p.m. (CEST).
The above regulations on the granting of proxy shall apply mutatis
mutandis to revocation of proxy.
PROXY
As an additional service Mr. Michael Knap as the representative of the
Interessenverband für Anleger (Austrian Shareholder Association), IVA,
Feldmühlgasse 22, 1130 Vienna, will be available to the shareholders as an
independent proxy for exercise of voting rights at the Annual General
meeting according to the shareholder’s instructions. If you are interested
in this service, please contact Michael Knap directly on +43 (0)1
8763343-30 (phone), on +43 (0)1 8763343-39 (fax) or at
(4)knap.vig@hauptversammlung.at (email). You may also use the form on our
website to grant him proxy.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS (Information pursuant to
Section 120 (2) no. 1 of the Austrian Stock Exchange Act
(Börsegesetz/BörseG))
At the time the Annual General Meeting is convened, the Company’s share
capital amounts to EUR 132,887,468.20 and is divided into 128,000,000
no-par value bearer shares. Every share entitles the holder to one vote.
The Company and its subsidiaries hold no treasury shares. The total number
of shares granting a right to attend and to vote amounts to 128,000,000
shares on the date stated above.
ADMISSION TO THE ANNUAL GENERAL MEETING
When being admitted the Annual General Meeting, you must be able to
identify yourself. Please bring a valid official photo identification
along for that purpose. If you attend the meeting as the representative of
a legal entity, please bring an up-to-date excerpt from the Commercial
Register with you that evidences your power of representation. If you
attend the meeting as a proxy, please also bring the proxy along. If the
original proxy has already been sent to the Company, you will make
entering easier if you take a copy of the proxy along.
The Company reserves the right to identify the persons appearing for the
meeting. If a person cannot be identified, the Company may refuse
admission.
We kindly ask you to take into account the fact that numerous participants
will be expected and that the usual safety checks will be carried out.
Admission for collection of voting cards will start at 9:30 a.m. (CEST).
INTERNET BROADCAST
The speech of the chairman of the Managing Board will be broadcasted on
the internet. The link to the broadcast will be made available timely
before the Annual General Meeting at group.vig/annual-general-meeting. The
rest of the Annual General Meeting will not be broadcast on the internet.
INFORMATION FOR SHAREHOLDERS ON THE PROCESSING OF PERSONAL DATA
Purpose and legal basis of processing your data
The Company processes personal data of shareholders (in particular those
pursuant to Section 10a (2) Aktiengesetz, i.e. name, address, date of
birth, securities account number, number of shares of the shareholder,
type of share if applicable, date or period to which the deposit receipt
refers, voting card number and, if applicable, name and date of birth of
the proxy holder) on the basis of applicable data protection regulations,
in particular the EU General Data Protection Regulation (GDPR) and the
Austrian Data Protection Act (DSG), so as to enable shareholders to
exercise their rights at the Annual General Meeting.
The processing of the personal data of shareholders is mandatory for the
participation of shareholders and their representatives at the Annual
General Meeting in accordance with the Stock Corporation Act, in
particular Sections 111, 113, 114, 117 and 120 Aktiengesetz. Shareholders’
personal data is processed in the course of the Annual General Meeting in
particular for the following purposes: Organising the Annual General
Meeting, participation of shareholders and their representatives in the
Annual General Meeting, exercising of shareholder rights at the Annual
General Meeting, recording voting activity, creating a registration list,
list of attendance and a list of proxies, preparing the minutes of the
Annual General Meeting, and fulfilling compliance obligations, including
recording, disclosure and reporting obligations. Article 6 (1) (c) GDPR
and Article 6 (1) (f) GDPR therefore constitute the legal basis for said
processing.
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Schottenring 30,
1010 Vienna, is the data controller responsible for the processing of
personal data. For the purpose of conducting the Annual General Meeting,
the Company uses external service providers, in particular a vote counting
service, public notaries, legal advisers and IT service providers. These
providers only receive personal data required for the performance of the
contractually agreed services from the Company and process the data
exclusively in accordance with instructions received from the Company. The
Company has concluded a data processing agreement with these service
providers to the extent legally required.
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 by law have the right to view the legally required list of
participants (Section 117 Aktiengesetz) and thereby also have access to
personal data specified therein (i.a. name, place of residence,
shareholding). The Company is also required by law to submit personal
shareholder data (in particular the list of participants) to the company
register as part of the minutes prepared by the public notary (Section 120
(4) Aktiengesetz).
Retention period of your data
Shareholders’ data will be anonymised and/or deleted as soon as it is no
longer necessary for the purposes for which they were collected or
processed, and as far as no other legal obligation requires further
storage. Obligations to provide proof and to retain records arise in
particular from corporate, stock corporation and takeover laws, from tax
and duties legislation as well as anti-money laundering regulations.
Should any legal claims be made by shareholders against the Company or
vice versa by the Company against the shareholders, the storage of
personal data serves to clarify and enforce claims in individual cases. In
connection with civil court proceedings, this may lead to storage of data
for the duration of the limitation period plus the duration of the court
proceedings until their legally binding conclusion. The period of
limitation is governed, in particular, by the provisions contained in the
General Civil Code.
Your rights
You have the right to request information as to whether we process your
personal data. If that is the case, you may demand information regarding
the data, the purpose of the processing, the categories of data, the
recipients, the source, and retention period of your personal data
processed by us.
Should inaccurate or incomplete personal data be processed, you have the
right to obtain the rectification or completion of your data. You may also
demand that your unlawfully processed data be deleted. Please note that
this right only refers to incorrect, incomplete, or unlawfully processed
data. If it is not clear whether the processing of your personal data has
been incorrect or incomplete or even unlawful, you may request the
restriction of the processing of your personal data until final
clarification of the matter. Where processing requires your consent, you
have the right to withdraw your previously granted consent at any time
without stating any reason in order to prevent the further use of your
personal data collected and used as per this consent. The withdrawal of
your consent does not affect the lawfulness of the processing, which has
been performed with your consent prior to your withdrawal. In the event of
a revocation, you also have the right to request the erasure of your data.
You may receive a copy of your personal data processed by us in a
machine-readable format determined by us upon your request. You may also
instruct us to directly provide this data to a third party selected by
you, provided that said recipient has the necessary technical means and
the data transfer does not involve a disproportionate effort or is in
violation of any legal or other secrecy obligation or confidentiality
consideration on our part or on the part of a third party.
To the extent that we process your data for the purpose of the legitimate
interests of the controller or a third party, you also have a right of
objection.
Moreover, you have the right to lodge a complaint with the Austrian Data
Protection Authority (Österreichische Datenschutzbehörde), Barichgasse
40-42, 1030 Vienna, (5)(dsb@dsb.gv.at). We kindly ask you to submit any
requests using the contact details below. Please attach a copy of your ID
when submitting your request to prevent your personal data from falling
into the wrong hands.
Contact for data protection requests
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe Data Protection Team
Schottenring 30
1010 Vienna Austria
(6)datenschutz@vig.com
Vienna, April 2025
The Managing Board
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22.04.2025 CET/CEST
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Language: English
Company: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Schottenring 30
1010 Vienna
Austria
Phone: +43(0)50 390-22000
Fax: +43(0)50 390 99-22000
E-mail: info@vig.com
Internet: www.group.vig
ISIN: AT0000908504
WKN: A0ET17
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
2121446 22.04.2025 CET/CEST
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