EANS-Adhoc: UNIQA Insurance Group AG / UNIQA resolves on capital increase and announces price range

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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announcement.
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Capital measures/Re-IPO
23.09.2013

THE INFORMATION IN THIS AD HOC ANNOUNCEMENT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN.

UNIQA resolves on capital increase and announces price range

- Price range of EUR 7.50 to EUR 8.50 - Bookbuilding, offer and
subscription period expected to run from 24 September 2013 to 8
October 2013 - Target gross proceeds of approx. EUR 750 million
consisting of approx. EUR 700 million from the sale of new shares and
approx. EUR 50 million from the sale of greenshoe shares

Vienna, 23 September 2013. UNIQA's Management Board, with the
approval of the executive committee of UNIQA's Supervisory Board, has
resolved on a capital increase to offer up to 94,359,616 new shares
through (i) a rights offering to existing shareholders of UNIQA (the
"Rights Offering") and (ii) a public offering to retail and
institutional investors in Austria and (iii) a private placement to
international institutional investors (the "Global Offering" and
together with the Rights Offering, the "Offering"). An additional
number of up to 6,666,667 over-allotment shares will be offered
through an over-allotment facility in relation to which, in the event
of the exercise of the greenshoe option, 6,666,667 additional shares
will be issued in an additional capital increase with exclusion of
subscription rights (greenshoe shares).

The subscription price for new shares in the Rights Offering and the
offer price for new shares in the Global Offering will be the same
and will be determined following a bookbuilding process, in which
interested investors can submit their orders for new shares. The
price range for the bookbuilding process has been set at EUR 7.50 to
EUR 8.50 per share.

The Company targets gross proceeds of approx. EUR 750 million
consisting of approx. EUR 700 million from the sale of new shares and
approx. EUR 50 million from the sale of greenshoe shares.

Eligible employees of the Company and certain Austrian group
companies (excluding, inter alia, certain board members) will be able
to participate in an employee offering and will receive a discount of
20% of the offer price, up to a maximum discount of EUR 1,460 per
employee and a guaranteed allocation up to that amount.

Retail investors will be granted a guaranteed allocation of up to
1,250 shares per retail investor. The guaranteed allocation is
limited to a total maximum of 10,102,628 shares (10 % of the total
number of offered shares including over-allotment shares) and will be
made on a first-come first-served basis.

Subject to approval of the prospectus by the Austrian Financial
Market Authority (FMA), which is expected for today, the
bookbuilding, offer and subscription period will start on 24
September 2013 and is expected to end on or about 8 October 2013. The
subscription and offer price will be announced after the end of the
bookbuilding period on or about 9 October 2013. The final number of
shares to be issued in relation to the targeted gross proceeds will
depend upon (i) the final subscription and offer price, (ii) the
degree of participation in the employee offering (at a 20 % discount)
and (iii) to what extent the greenshoe option will be exercised.

Trading in the new shares on the Vienna Stock Exchange is expected to
start on or about 11 October 2013. The new shares will be fully
entitled to dividends starting from 1 January 2013.

In connection with the Rights Offering, the core shareholders
[footnote] of UNIQA have committed not to exercise their subscription
rights. Holders of existing shares may exercise their subscription
rights with a subscription ratio of 11 : 5 (in exchange for 11
subscription rights 5 new share[s] may be subscribed for). There will
be no trading of subscription rights organised by UNIQA or any person
acting on its behalf.

If implemented as planned and assuming issuance of the maximum number
of new shares, the Re-IPO is expected to substantially increase
UNIQA's free float to up to approx. 36,7% (including maximum number
of over-allotment shares).

Existing core shareholders [footnote] will not sell any shares as
part of the Re-IPO and will maintain a majority shareholding in
UNIQA. They agreed to a lock-up of 12 months after closing of the
transaction.

Expected proceeds from the capital increase will strengthen UNIQA's
capitalization and thus allow the continued implementation of the
strategy program UNIQA 2.0, as well as provide strategic flexibility
for further growth.

Deutsche Bank, Morgan Stanley and Raiffeisen Centrobank are acting as
Joint Global Coordinators and Joint Bookrunners for the transaction.
Barclays, Berenberg and UBS are acting as Co-Bookrunners. KBW is
acting as advisor to UNIQA.

Footnote: UNIQA's core shareholders are Raiffeisen Zentralbank
Österreich AG ("RZB"), Austria Versicherungsverein auf
Gegenseitigkeit Privatstiftung ("Austria") and Collegialität
Versicherungsverein Privatstiftung ("Collegialität"). RZB currently
holds 45.28% of UNIQA's shares indirectly through BL Syndikat
Beteiligungs Gesellschaft m.b.H., RZB Versicherungsbeteiligung GmbH
and UQ Beteiligung GmbH, Austria currently holds 44.10% directly and
indirectly through Austria Versicherungsverein
Beteiligungs-Verwaltungs GmbH, and Collegialität holds 3.34%
directly.

LEGAL NOTICE

This announcement does not constitute an offer of securities for sale
or a solicitation of an offer to purchase securities in the United
States, Austria or any other jurisdiction. The shares (the "Shares")
of UNIQA Insurance Group AG (the "Company") may not be offered or
sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The
Company does not intend to register any portion of the offering in
the United States or to conduct a public offering of Shares of the
Company in the United States.

A prospective public offer of Shares of UNIQA Insurance Group AG will
be made in Austria solely by means and on the basis of a published
securities prospectus (including any supplements thereto) prepared in
accordance with the provisions of the Austrian Capital Markets Act.
Any potential investment decision regarding Shares of UNIQA Insurance
Group AG should be made only on the basis of such securities
prospectus including its supplements (if any). If a public offer of
Shares of UNIQA Insurance Group AG is to be made in Austria, a
prospectus will be prepared in accordance with the Austrian Capital
Markets Act which will be published promptly upon approval by the
Austrian Financial Market Authority (Finanzmarktaufsicht) and will be
available free of charge during normal business hours at the
principal address of UNIQA Insurance Group AG, Untere Donaustraße 21,
1029 Vienna, as well as at Raiffeisen Centrobank AG, Tegetthoffstraße
1, 1015 Vienna, and Deutsche Bank AG Vienna Branch, Fleischmarkt 1,
1010 Vienna, and on the website of UNIQA Insurance Group AG
(re-ipo.uniqagroup.com).

This announcement must not be distributed outside of Austria, in
particular not in or into the United States of America, Canada, Japan
or Australia, to "U.S. persons" as defined in Regulation S of the
U.S. Securities Act of 1933, or to any publication media with a
general circulation in or into the United States of America, Canada,
Japan or Australia. The Shares have not been and will not be
registered under the U.S. Securities Act of 1933 or with any
securities regulatory authority of any state or other jurisdiction of
the United States. No U.S. federal or state securities commission or
regulatory authority has approved or disapproved of the Shares or
passed upon the adequacy or accuracy of the information in this
announcement. Any statement to the contrary is a criminal offense in
the United States of America. There will be no public offering of the
Shares in or into the United States or outside of the United States
to "U.S. persons" as defined in Regulation S under the Securities
Act. The Shares have not been and will not be registered under the
applicable securities laws of Canada, Japan or Australia and, subject
to certain exceptions, may not be offered or sold directly, or
indirectly, in or into Canada, Japan, or Australia.

This announcement contains statements that refer to future
developments of UNIQA. These statements are appraisals that are made
based on all information available to UNIQA at the current point in
time. If the assumptions on which they are based do not occur, actual
events may vary from the results currently expected. For this reason,
UNIQA cannot accept liability for such statements.

Further inquiry note:
UNIQA Insurance Group AG
Norbert Heller
Tel.: +43 (01) 211 75-3414
mailto:norbert.heller@uniqa.at

end of announcement euro adhoc
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issuer: UNIQA Insurance Group AG
Untere Donaustraße 21
A-1029 Wien
phone: 01/211 75-0
mail: investor.relations@uniqa.at
WWW: http://www.uniqagroup.com
sector: Insurance
ISIN: AT0000821103
indexes: WBI, ATX Prime
stockmarkets: official market: Wien
language: English