EANS-General Meeting: UNIQA Insurance Group AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act

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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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25.04.2018

Unofficial translation from German language. Only the German language version is
legally binding.

N O T I C E

of the shareholders of UNIQA Insurance Group AG, with its registered office in
Vienna, to the 19th Annual General Meeting to be held on Monday, 28 May 2018, 10
a.m., at the UNIQA Tower, A 1029 Vienna, Untere Donaustrasse 21, ground floor,
Platinum

A G E N D A

* Presentation of the adopted non-consolidated financial statements and the
consolidated financial statements of UNIQA Insurance Group AG for the year
ending 31 December 2017, the management report, the corporate governance report
of the Management Board, and the Management Board's proposal for the
distribution of profits, as well as the report of the Supervisory Board pursuant
to Section 96 Stock Corporation Act for the fiscal year 2017.

* Resolution on the distribution of net profits shown in the Company's financial
statements for the year ending 31 December 2017.

* Resolution on the approval of the actions of the members of the Management
Board and the Supervisory Board of the Company for the fiscal year 2017.

* Resolution on daily allowances and remuneration for the members of the
Supervisory Board.

* Election of the auditor of the non-consolidated and consolidated financial
statements for the fiscal year 2019.

* Resolution to renew the authorization granted to the Management Board to
purchase own shares pursuant to Sect. 65 para.1 (8) and para.1a and para.1b of
the Stock Corporation Act, subject to approval by the Supervisory Board, up to a
maximum of 10% of the share capital, including other own shares already
purchased and still held by the Company (which are to be counted toward the
maximum number of own shares allowed pursuant to Sect. 65 para.2 of the Stock
Corporation Act), with the option of making repeated use of the 10% limit, on
the stock exchange and over the counter, also excluding the shareholders'
proportional tender option. The authorization can be exercised from 29 May 2018
up to and including 29 November 2020, i.e. over a period of 30 months, for the
purchase of own shares at a minimum price of EUR 1.00 and a maximum price of EUR
15.00 per share. The authorization granted to purchase own shares also includes
the purchase of shares of the Company by subsidiaries of the Company (Sect. 66
Stock Corporation Act). The Company's own shares can be sold, subject approval
by the Supervisory Board, within a period of five years from the date of
authorization other than on the stock exchange or by public offering, (i) for
the purpose of setting up an employee participation program, either including
members of the Management Board and/or senior employees or exclusively for
members of the Management Board and/or senior employees, or for a stock option
plan for employees, either including members of the Management Board and/or
senior employees or exclusively for members of the Management Board and/or
senior employees of the Company and, if so decided, of affiliated companies,
including, if applicable, through transfer to an employee participation
foundation in the meaning of Sect. 4d para.4 of the Income Tax Act, or (ii) as
transaction currency for the acquisition of companies, establishments, parts of
establishments or participating interests in one or several companies in Austria
or abroad, or (iii) for an over-allotment option (greenshoe option) or (iv) for
the rounding of fractional amounts. The Management Board is authorized to
withdraw own shares bought back with the approval of the Supervisory Board but
without further authorization to be granted by the Annual General Meeting, and
the Supervisory Board is authorized to adopt amendments to the Articles of
Association required as a result of the withdrawal of shares.

* Election of two members of the Supervisory Board.

DOCUMENTS

The following documents can be inspected at the Company's registered office at A
1029 Vienna, Untere Donaustrasse 21, UNIQA Tower:

(i) Non-consolidated financial statements for the year ending 31 December 2017,
including the management report;
(ii) Consolidated financial statements for the year ending 31 December 2017,
including the consolidated management report;
(iii) Corporate governance report for the fiscal year 2017;
(iv) Proposal of the Management Board for the distribution of net profits shown
in the Company's financial statements for the year ending 31 December 2017;
(v) Report of the Supervisory Board pursuant to Section 96 of the Stock
Corporation Act for the fiscal year 2017;
(vi) Declaration by the candidates proposed as members of the Supervisory Board
pursuant to Section 87 (2) of the Stock Corporation Act, i.e. statement
regarding their professional qualifications, professional roles or similar
positions, and confirmation that there are no ground for bias;
(vii) Report of the Management Board pursuant to Section 65 (1b) of the Stock;
(vii) Report of the Management Board pursuant to Section 65 (1b) of the Stock
Corporation Act in conjunction with Section 170 (2) and Section 153 (4) of the
Stock Corporation Act;
(viii) Proposed resolutions of the Management Board and/or the Supervisory Board
regarding items 2 to 7 of the agenda;
(ix) Further information on the shareholders' rights pursuant to Sections 109,
110 and 118 of the Stock Corporation Act;
(x) Convocation of the shareholders of the Company to the 19th Annual General
Meeting.

From the date of publication, this convocation to the 19th Annual General
Meeting of the Company, and as of 7 May 2018, at the latest, the documents
described in paragraphs (i) to (ix) above are available at no charge at the
Company's premises in A-1029 Vienna, Untere Donaustrasse 21, UNIQA Tower,
Investor Relations, and are published as of the aforementioned dates on the
Company's website (www.uniqagroup.com) at "Investor Relations/Annual General
Meeting". Forms for the granting and revocation of proxies pursuant to Section
114 of the Stock Corporation Act are also available on the Company's website.

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. A request
must be received by the Company no later than on the 21st day prior to the
Annual General Meeting, hence on or before 7 May 2018. Such a 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 reasons to be given for
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 to the Company's address at A 1029
Vienna, Untere Donaustrasse 21, UNIQA Tower, Investor Relations, or by fax at
+43 1 211 75 79 3773 or e-mail to hauptversammlung@uniqa.at (if sent by e-mail,
the request must be attached to the e-mail message in text form (e.g. as pdf
file)). The request will be considered receivable if received by the Company on
or before the 7th business day prior to the Annual General Meeting, i.e. on or
before 16 May 2018. If a request concerns a proposal for election of a member of
the Supervisory Board, the reasoning is replaced by a statement issued by the
proposed candidate pursuant to Section 87 (2) of the Stock Corporation Act.

Pursuant to Section 118 of the Stock Corporation Act, every shareholder has the
right to be informed about the Company's affairs at the Annual General Meeting
upon his or her request, if such information is necessary to properly assess an
item on the agenda. Information may be withheld if, based on sound business
judgment, it is likely to cause the Company or any of its affiliates a
significant disadvantage, or if the disclosure of such information would
constitute a criminal offence.

Shareholder rights which are linked to the holding of shares during a certain
period of time may be exercised only if the shareholder(s) submit(s) a deposit
certificate pursuant to Section 10a of the Stock Corporation Act to prove its
(their) shareholder status during the relevant period.

Further information about shareholder rights pursuant to Sections 109, 110 and
118 of the Stock Corporation Act is available on the Company's website
(www.uniqagroup.com) at Investor Relations/Annual General Meeting.

RIGHT TO ATTEND, DEPOSIT CERTIFICATE, RECORD DATE, AND PROXY (Section 106 (6),
(7) and (8) Stock Corporation Act)

Pursuant to Section 111 (1) of the Stock Corporation Act, the right to attend
the Annual General Meeting and to exercise shareholder rights depends on the
shares held at the end of the tenth day prior to the Annual General Meeting
(record date). Only shareholders who were shareholders at the end of the tenth
day prior to the Annual General Meeting (record date) have the right to attend
the Annual General Meeting and exercise their shareholder rights. The record
date is 18 May 2018, 24:00 hours (Vienna time).

For bearer shares deposited with a custodian (all shares issued by the Company
are bearer shares), proof of shareholder status on the record date is furnished
by producing to the Company a deposit certificate pursuant to Section 10a of the
Stock Corporation Act, which must be issued in writing and received by the
Company on the third business day prior to the Annual General Meeting at the
latest, hence on or before 23 May 2018, at A 1029 Vienna, Untere Donaustrasse
21, UNIQA Tower, Investor Relations, or by fax at +43 (0)1 8900 500 95 or e-mail
to anmeldung.uniqa@hauptversammlung.at (e-mail messages must be accompanied by a
deposit certificate in text form (e.g. as pdf file)) or by SWIFT message type
MT598 to GIBAATWGGMS with reference to ISIN AT0000821103. The deposit
certificate pursuant to Section 10a of the Stock Corporation Act must be issued
by the custodian bank domiciled in a Member State of the European Economic Area
or in a full Member State of the OECD. If the deposit certificate is to prove
current shareholder status, it must not be older than seven days when presented
to the Company. The Company accepts deposit certificates in German and in
English.

The deposit certificate must be issued by the shareholder's custodian bank and
must contain at least the following information:

* Information about the issuer: name/company name and address or a code commonly
used in transactions between banks (SWIFT code),
* Information about the shareholder: name/company name, address, date of birth
of individuals, register and register number (Companies Register number) of
legal entities,
* Securities account number or other identifier,
* Information about the shares: number of the shareholder's no-par-value shares,
* Date or period to which the deposit certificate refers.

Shares are not blocked as a result of shareholders registering for the Annual
General Meeting and/or presenting a deposit certificate. Shareholders may
continue to freely dispose of their shares even after registration and/or
presentation of a deposit certificate.

Every shareholder who has the right to attend the Annual General Meeting may
appoint an individual or a legal entity as proxy. The Company itself or a member
of the Management Board or of the Supervisory Board may exercise the voting
right as proxy holder only if a shareholder issued express instructions as to
how to vote on the individual items on the agenda. Proxy must be granted to a
specified person in text form. Every shareholder may use the forms the Company
provides on its website (www.uniqagroup.com) at Investor Relations/Annual
General Meetings. Shareholders are not obliged to use these forms.

If shareholders so wish, they may appoint Dr. Michael Knap, Vice-President of
Interessenverband für Anleger (IVA), at A-1130 Vienna, Feldmühlgasse 22, as
independent proxy who will exercise their voting rights at the Annual General
Meeting. Special forms for the granting and revocation of proxies are available
on the Company's website (www.uniqagroup.com) at Investor Relations/Annual
General Meeting. Any proxy-related costs are borne by the Company. All other
costs, including but not limited to bank charges for the deposit certificate or
postage, must be borne by the shareholder. Furthermore, shareholders may
directly contact Dr. Michael Knap at +43 664 2138740 or e-mail at
michael.knap@iva.or.at. Even if a proxy is granted to the independent IVA proxy
holder, it must be sent to the Company as described below. The Company will
provide the proxy with copies of the proxies. Any instructions on the exercise
of voting rights must be issued directly to Dr. Michael Knap. Please note that
Dr. Michael Knap does not accept any instructions to speak, to ask questions, to
file motions or to raise objections against resolutions of the Annual General
Meeting.

A shareholder's proxy must be sent to and retained by the Company. A proxy must
be received by the Company no later than on 25 May 2018, 4 p.m. (last business
day prior to the Annual General Meeting), in writing by surface mail at A-1029
Vienna, Untere Donaustraße 21, UNIQA Tower, Investor Relations, or by fax at +43
(0)1 8900 500 95 or e-mail at anmeldung.uniqa@hauptversammlung.at (if sent by e-
mail, the proxy must be attached to the e-mail message in text form (e.g. as pdf
file)), or via SWIFT message type MT598 to GIBAATWGGMS with the reference ISIN
AT0000821103.

On the day of the Annual General Meeting, the proxy can only be handed over
personally upon registration for the Annual General Meeting at the venue of the
meeting.

Upon request, the proxy form provided on the Company's website will be sent by
surface mail.

If a shareholder has granted a proxy to his/her custodian bank (Section 10a
Stock Corporation Act), the custodian bank, besides issuing a deposit
certificate, need only state that proxy was granted to it.

The above provisions governing the granting of proxies also apply, mutatis
mutandis, to the revocation of proxies.

The distribution of voting cards for the Annual General Meeting starts at 9 a.m.
on the day of the Annual General Meeting. Shareholders and their representatives
are asked to bring an official photo ID for identification. The Company reserves
the right to verify the identities of the individuals (shareholders and their
representatives) attending the Annual General Meeting. If their identity cannot
be determined, shareholders and shareholder representatives may be denied
admission to and presence at the Annual General Meeting.

INFORMATION ON WEBCASTING OF THE ANNUAL GEBERAL MEETING

Notice pursuant to Section 106 (2) (b) of the Stock Corporation Act: The Annual
General Meeting will be webcast from its commencement until the end of the CEO's
presentation under Item 1 of the agenda.

Total number of shares and voting rights at the time of convocation (Section 106
(9) Stock Corporation Act and Section 83 (2.1) Austrian Stock Exchange Act

At the time of convocation of the Annual General Meeting, the share capital of
the Company amounts to EUR 309,000,000.00 divided into 309,000,000 no-par-value
shares. Each no-par-value share carries one vote. At the time of convocation of
the Annual General Meeting, the Company and its subsidiaries hold 2,034,739
treasury shares, of which 1,215,089 treasury shares are held by UNIQA Österreich
Versicherungen AG. At the time of convocation of the Annual General Meeting, the
number of participating and voting shares comes to a total of 306,965,261. The
Company does not have different classes of shares.

The Management Board of UNIQA Insurance Group AG
Vienna, April 2018

Further inquiry note:
UNIQA Insurance Group AG
Gregor Bitschnau, spokeperson
Tel.: +43 (0)1 211 75-3440
Untere Donaustr. 21, A-1029 Vienna, Austria
E-Mail: presse@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
FAX:
mail: investor.relations@uniqa.at
WWW: http://www.uniqagroup.com
ISIN: AT0000821103
indexes: WBI, ATX
stockmarkets: Wien
language: English

Original-Content von: UNIQA Insurance Group AG, übermittelt durch news aktuell