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EQS-News: UNIQA Insurance Group AG / Announcement of the Convening of the General Meeting
UNIQA Insurance Group AG: Convocation to the 25th Annual General Meeting
2024-05-02 / 09:43 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


UNIQA Insurance Group AG
ISIN AT0000821103

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

25th Annual General Meeting

to be held on Monday, 3 June 2024, 10:00 a.m.
at the UNIQA Tower, Platinum Hall (ground floor), Untere Donaustrasse 21, 1029 Vienna


The 25th Annual General Meeting of UNIQA Insurance Group AG, FN 92933t ("UNIQA" or the "Company"), will be held as an
on-site meeting in the presence of shareholders. It will take place at the UNIQA Tower, Platinum Hall (ground floor),
Untere Donaustrasse 21, 1029 Vienna, on Monday, 3 June 2024 starting at 10:00 a.m.

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 2023, 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 profit, as well as the report of
the Supervisory Board pursuant to Section 96 of the Stock Corporation Act for the 2023 business year.
2. Resolution on the distribution of the net profit shown in the Company's financial statements for the year
ending 31 December 2023.
3. Resolution on the approval of the actions of the members of the Management Board and the Supervisory
Board of the Company for the 2023 business year.
4. Election of the auditor of the non-consolidated and consolidated financial statements for the business
year 2025 and (anticipatory) election of the auditor of the sustainability reports for the business years 2024 and
2025.
5. Resolution on the remuneration report disclosing the remuneration of the Management Board and the
Supervisory Board for the 2023 business year.
6. Resolution on the Remuneration Policy.
7. Resolution on the daily allowances and the remuneration of the members of the Supervisory Board.
8. Resolution on the authorization of the Management Board, up to and including 30 June 2029:
a. to increase the share capital with the approval of the Supervisory Board by a maximum of EUR 80,000,000
through the issue of up to 80,000,000 no-par value bearer shares or registered shares with voting rights against
cash contributions or contributions in kind once or in several parts,
b. subject to approval by the Supervisory Board, to exclude, if appropriate, the shareholders' subscription
rights, provided the share capital is increased
(b.a.) for the purpose of implementing an employee participation program either including members of the Management
Board and/or senior executives or exclusively for members of the Management Board and/or senior executives of the
Company or a stock option plan for employees, including members of the Management Board and/or senior executives or
exclusively for members of the Management Board and/or senior executives of the Company and, where appropriate, of
affiliated companies, including, if applicable, through the transfer of shares to an employee participation foundation
within the meaning of section 4d (4) of the Income Tax Act, or
(b.b) against contributions in kind, in particular of businesses, establishments, parts of establishments or shares in
one or several companies in Austria or abroad, or
(b.c.) for an over-allotment option (greenshoe), or
(b.d.) for the adjustment of fractional amounts, and
c. to determine, with the approval of the Supervisory Board, the type of shares to be newly issued (bearer
shares or registered shares), the issue price, and the other terms and conditions of the issue (authorized
capital),
and resolution on the amendment to the Articles of Association of the Company in Art.4 para.3 in accordance with the
resolution on authorized capital.
9. Election of a member of the Supervisory Board.

Documents
The following documents are available on the Company's website registered in the Companies Register (www.uniqagroup.com
) as of the 21^st day prior to the Annual General Meeting, i.e. not later than on 13 May 2024, under Investor Relations
/ Annual General Meeting:
i. Non-consolidated financial statements for the year ending 31 December 2023, including the management
report;
ii. Consolidated financial statements for the year ending 31 December 2023, including the consolidated
management report;
iii. Consolidated corporate governance report for the business year 2023;
iv. Annual financial statements for the business year 2023;
v. Separate consolidated non-financial report for the business year 2023;
vi. Proposal of the Management Board for the distribution of the net profit shown in the Company's financial
statements for the year ending 31 December 2023;
vii. Report of the Supervisory Board pursuant to section 96 of the Stock Corporation Act for the business
year 2023;
viii. Remuneration report disclosing the remuneration of the Management Board and the Supervisory Board for
the business year 2023;
ix. Remuneration policy for the members of the Management Board and the members of the Supervisory Board;

x. Report of the Management Board pursuant to section 170 (2) of the Stock Corporation Act and section 153
(4) of the Stock Corporation Act;
xi. Proposed resolutions of the Management Board and/or the Supervisory Board regarding items 2 to 9 of the
agenda;
xii. Articles of Association with the proposed amendment and comparison of the current version and the
proposed version;
xiii. Further information on the shareholders' rights pursuant to sections 109, 110, 118 and 119 of the Stock
Corporation Act;
xiv. Declaration by the candidate proposed for election to the Supervisory Board pursuant to section 87 (2)
of the Stock Corporation Act, i.e. a statement regarding the candidate's professional qualification, professional
or similar positions, and confirmation that there are no grounds for bias;
xv. Convocation of the shareholders of the Company to the 25th Annual General Meeting.
From the date of publication, this convocation to the 25th Annual General Meeting of the Company, and as of 13 May
2024, at the latest, the documents indicated in paragraphs (i) to (xiv) above are available at no charge at the
Company's premises in A-1029 Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations. For reasons of
sustainability, the company will not make the aforementioned documents available to all shareholders participating in
the Annual General Meeting in printed form.
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 no later than as of 13 May 2024.

Notice concerning shareholders' rights (section 106 (5) Stock Corporation Act)
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. Such request must be received by the Company no later than on the 21^st day prior to the
Annual General Meeting, hence on or before 13 May 2024. 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 or in text form to the Company's address at A-1029 Vienna,
Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax (in text form) at +43 1 211 75 79 3773 or e-mail to
hauptversammlung@uniqa.at. The request will be considered receivable if received by the Company on or before the 7^
th working day prior to the Annual General Meeting, i.e. on or before 22 May 2024.
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
(no objection pursuant to section 86 (9) of the Stock Corporation Act). 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
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May 02, 2024 03:43 ET (07:43 GMT)