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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 2024
2024-04-23 / 11:27 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.
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
33rd Annual General Meeting,
to be held in person on Friday, 24 May 2024, 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 2023 including the management report, the
consolidated corporate governance report 2023, the sustainability report 2023 (consolidated non- financial report),
the consolidated financial statements for 2023 including the group management report, the proposal for the
appropriation of profits and the report of the Supervisory Board (Section 96 Aktiengesetz).

2. Resolution on the appropriation of the net profit for the year as per the annual financial statements as
of 31 December 2023.

3. Resolution on the remuneration report 2023.

4. Resolution on discharging the Managing Board members for the financial year 2023.

5. Resolution on discharging the Supervisory Board members for the financial year 2023.

6. Election of the auditor and group auditor for the financial year 2025 as well as the auditor of the
consolidated sustainability report for the financial year 2025.

7. Election of the auditor of the consolidated sustainability report for the financial year 2024.

8. Elections to the Supervisory Board.

9. Resolution on the remuneration policy.
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 3 May 2024:
. Annual financial statements including the management report for the financial year 2023,
. Consolidated financial statements including group management report for the financial year 2023,
. Report of the Supervisory Board for the financial year 2023,
. Consolidated corporate governance report for the financial year 2023,
. Sustainability report for the financial year 2023 (consolidated non-financial report),
. Proposal for the appropriation of the net profit for the financial year 2023 (agenda item 2),
. Proposals for resolution on items 2 to 9 of the agenda,
. Explanatory information on items 1, 2, 3, 6, 7, 8 and 9 on the agenda,
. Documents for the elections to the Supervisory Board pursuant to Section 87 (2) Aktiengesetz (agenda item
8), as well as
. Remuneration report 2023 and remuneration policy.
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 3 May 2024.
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 3 May 2024 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 2024
either by fax to +43(0)1 89 00 500- 50 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) Aktiengesetz is to be submitted
in lieu of the statement of the reasons.
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.
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
published on the registered Company's website no later than on 16 May 2024. Therefore, such motion must be received by
the Company no later than on 14 May 2024, i.e. two business days prior to 16 May 2024. With regard to the other
requirements for submitting proposals for resolutions reference is made to the relevant explanations.
Article 10 (2) of the Articles of Association of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe determines that
the Supervisory Board consists of three to twelve members. The Supervisory Board must be comprised of at least four
women and at least four men. Currently, the Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
fulfils the minimum requirement pursuant to Section 86 (7) Aktiengesetz and consists of twelve members, of which there
are five women and seven men. As of the end of the Annual General Meeting the term of office of eleven members will
expire as foreseen. The Supervisory Board shall continue to consist of twelve members elected by the Annual General
Meeting. Therefore, eleven new members must be elected to the Supervisory Board in order to restore the previous number
of twelve Supervisory Board members.
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 3 May 2024.
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 14 May 2024,
midnight (CEST) (record date).
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
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April 23, 2024 05:27 ET (09:27 GMT)