EANS-General Meeting: Vienna Insurance Group AG Wiener Versicherung Gruppe / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT

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announcement.
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24.04.2018

Translation from German original - in case of doubt the German version prevails

VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
FN [Business Register Number] 75687 f
ISIN: AT0000908504

Schottenring 30, Ringturm, 1010 Vienna

CONVOCATION
to the 27th Annual General Meeting (AGM),
which will be held on Friday, 25 May 2018, at 11 a.m. (CEST)
at the Wiener Stadthalle,
Roland Rainer Platz 1, 1150 Vienna, Hall F

AGENDA

1. Presentation of the approved annual financial statements for 2017 including
the management report, the consolidated corporate governance report 2017, the
sustainability report 2017 (consolidated non-financial report), the consolidated
financial statements for 2017 including the group management report, the
proposal for appropriation of profits and the report of the Supervisory Board
(Section 96 of the Austrian Stock Corporations Act [Aktiengesetz/AktG]).

2. Resolution on appropriation of the net profit for the year as per the annual
financial statements for 2017.

3. Resolution on approval of the actions of the Managing Board members for the
financial year 2017.

4. Resolution on approval of the actions of the Supervisory Board members for
the financial year 2017.

5. Amendments to Article 23 (2) and Article 24 (1) of the Company's Articles of
Association.

6. Election of the auditor and group auditor for the financial year 2019.

7. Resolution on the redetermination of the remuneration of the members of the
Supervisory Board.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents to be made available pursuant to Section 108 AktG will
be available for inspection by the shareholders on the premises of the
registered office of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the
"Company"), Schottenring 30, 1010 Vienna, not later than 4 May 2018 during
normal business hours:
* annual financial statements including management report for the financial year
2017,
* consolidated financial statements including group management report for the
financial year 2017,
* report of the Supervisory Board for the financial year 2017,
* consolidated corporate governance report for the financial year 2017,
* sustainability report 2017 (consolidated non-financial report)
* proposal for appropriation of the profit for the financial year 2017,
* proposals for resolutions on items 2 to 7 on the agenda,
* comparison of the suggested amendments to the Articles of Association,
* explanatory information on items 1, 2, 5, 6 and 7 on the agenda.

These documents and the full text of this invitation and the forms for granting
and revoking proxy pursuant to Section 114 AktG may also be retrieved from the
Company's website (www.vig.com) under Investor Relations > Annual General
Meeting or via direct link www.vig.com/annual-general-meeting not later than 4
May 2018 and will be available at the Annual General Meeting.

INFORMATION ABOUT THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109, 110 AND
118 AKTG AND SECTION 119 AKTG

Shareholders whose shares collectively account for 5% of the registered 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 that they be published, provided that the request is
received in writing by the Company exclusively at the address VIENNA INSURANCE
GROUP AG Wiener Versicherung Gruppe, Department VD100, Attn. Mr. Philipp Bardas,
Schottenring 30, 1010 Vienna, by 4 May 2018 at the latest. With every item so
requested to be included in the agenda a proposal for a resolution including a
statement of the reasons for the same must be enclosed.

Presentation of a deposit receipt as defined in Section 10a AktG which certifies
that the requesting shareholders have held their shares for at least three
months prior to the motion shall be sufficient for evidencing ownership of
bearer shares kept in custody, and such evidence must not be older than seven
days at the time of presentation to the Company. Several deposit receipts for
shares which only in the aggregate amount to 5% of the shares must refer to the
same date. As regards the other deposit receipt requirements reference is made
to the information about the right to attend Annual General Meeting.

Shareholders whose shares collectively account for 1% of the registered capital
may submit proposals for resolution including a statement of the reasons for the
same regarding any item on the agenda in text format and may request that such
proposals together with the name of the requesting shareholder including the
statement of the reasons for the same, which has to be included, and an opinion
of 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 format not later than 15 May 2018 either by fax to +43 (0)1 89
00 500-60 or by letter to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe,
Department VD100, Attn. Mr. Philipp Bardas, Schottenring 30, 1010 Vienna.

Presentation of a deposit receipt in accordance with Section 10a AktG shall be
sufficient for evidencing ownership of bearer shares kept in custody to be able
to exercise this shareholder right, and such evidence must not be older than
seven days at the time of presentation to the Company. Several deposit receipts
for shares which only in the aggregate amount to 1% of the shares must refer to
the same date. As regards the other deposit receipt requirements reference is
made to the information about the right to attend the Annual General Meeting
(see below).

On a proposal for resolution disclosed in accordance with Section 110 (1) AktG
should only be voted in accordance with Section 119 (2) AktG if reiterated as a
request in 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 proper
assessment of an item on the agenda. Such information may be denied if,
according to the reasonable judgement of an entrepreneur, disclosure of the same
might cause a material disadvantage to the Company or an affiliated enterprise
or might be punishable by law.

At the Annual General Meeting every shareholder is entitled to file motions with
respect to any item on the agenda, which require no prior announcement. For that
purpose proof of the right to attend the meeting as defined by the invitation to
the Annual General Meeting is required.

The Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
must be comprised of at least 3 women and at least 3 men.

Currently the Supervisory Board of VIENNA INSURANCE GROUP AG Wiener Versicherung
Gruppe fulfils the minimum requirement and consists of 10 members, thereof 4
women and 6 men.

Article 10 (2) of the Articles of Association of the VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe determines that the Supervisory Board consists of 3
to 10 members elected by the Annual General Meeting.

RECORD DATE AND RIGHT TO ATTEND ANNUAL GENERAL MEETINGS PURSUANT TO SECTION 111
AKTG

Bearer shares kept in custody
The right to attend the Annual General Meeting and to exercise the voting right
and other shareholder rights which are to be claimed in connection with Annual
General Meetings depend on the ownership of shares on 15 May 2018, midnight
(CEST) (record date).

Only persons who are shareholders at the record date and provide evidence
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 in
Section 10a AktG, which must be received by the Company not later than 22 May
2018, midnight (CEST) exclusively at any one of the following addresses, shall
suffice as evidence of the shareholding at the record date:

- by post or courier to:
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Department VD100, Attn. Mr. Philipp Bardas
Schottenring 30, 1010 Vienna
- by fax: +43 (0)1 89 00 500-60
- by email: anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF, PDF,
etc.)
- by SWIFT: GIBAATWGGMS
Message type MT598 or MT599; implicitly state ISIN AT0000908504 in the text

Deposit receipt as defined in Section 10a AktG
The deposit receipt must be issued by the bank keeping the securities account,
whose registered office shall be in a Member State of the European Economic Area
or in a full Member State of the OECD, and shall contain the following
information:

* information on the issuer: name and address or a standard code used for
transactions between banks (SWIFT code),
* information on the shareholder: name, address, date of birth in the case of
natural persons, register and register number in the case of legal entities, if
applicable,
* information on the shares: number of shares held by the shareholder (ISIN
AT0000908504)
* securities account number or any other identification.
* The deposit receipt must make reference to the record date, i.e. 15 May 2018,
midnight (CEST).

For the purposes of the last sentence of Section 10a (1) AktG the Company will
also accept deposit receipts that were issued by legal entities which are
entitled pursuant to Czech law to keep securities accounts with regard to those
shares.

Deposit receipts must be in German or English. The shares will not be blocked by
their registration for the Annual General Meeting and/or their submission 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 AKTG
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 also several persons may be granted proxy. The proxy shall be
submitted to the Company at one of the addresses stated below:

- by post: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Department VD100, Attn. Mr. Philipp Bardas
Schottenring 30, 1010 Vienna
- by fax: +43 (0)1 89 00 500-60
- by email: anmeldung.vig@hauptversammlung.at (as scanned attachment - TIF, pdf,
etc.)
- by SWIFT: GIBAATWGGMS
Message type MT598 or MT599; implicitly state ISIN AT0000908504 in the text
- 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 www.vig.com/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 24 May 2018, 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 a representative of Interessenverband für Anleger
(Austrian Shareholder Association), 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 Mr. Michael
Knap directly on +43 (0)1 8763343 30 (phone), on +43 (0)1 8763343-39 (fax) or at
michael.knap@iva.or.at (email).

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 registered
capital amounts to a nominal amount of 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
at the time 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 the fact 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 chairwoman 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 www.vig.com/annual-general-meeting.

Vienna, April 2018 The Managing Board

Further inquiry note:
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
1010 Vienna, Schottenring 30

Nina Higatzberger-Schwarz
Head of Investor Relations
Phone: +43 (0)50 390-21920
Fax: +43 (0)50 390 99-21920
E-Mail: nina.higatzberger@vig.com

end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/59/12/10135814/1/180423_-_Convocation_to_the_AGM.pdf

issuer: Vienna Insurance Group AG Wiener Versicherung Gruppe
Schottenring 30
A-1010 Wien
phone: +43(0)50 390-22000
FAX: +43(0)50 390 99-22000
mail: investor.relations@vig.com
WWW: www.vig.com
ISIN: AT0000908504
indexes: ATX, WBI, VÖNIX
stockmarkets: Prague Stock Exchange, Wien
language: English

Original-Content von: Vienna Insurance Group AG Wiener Versicherung Gruppe, übermittelt durch news aktuell