Articles of Association
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Last update 22 July 2016
I. General Provisions
Article 1 Corporate Name, Registered Office
- The corporate name of the Company is VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe.
- The Company’s registered office shall be in Vienna, Austria.
Article 2 Purpose and Corporate Objects of the Company, Operating Area
- The Company has the strategic leadership and takes over the central service functions of the group including infrastructure. Furthermore, the Company carries on the casualty insurance business as well as the property insurance business (property damage insurance and pecuniary loss insurance) as well as the reinsurance business in those branches for which it has the approval of the "Versicherungsaufsichtsbehörde" (Insurance Supervision Authority).
- As far as they relate directly to the insurance business, the corporate objects of the Company shall be:
a) to participate in other enterprises;
b) to pursue the activity of insurance brokerage;
c) to pursue the activity of consulting in matters relating to insurance;
d) to broker mortgage loans and personal loans as well as to broker the acquisition and disposal of securities to the extent that such activities relate to the insurance business;
e) to broker home saving contracts;
f) to perform services in automatic data processing and information technology;
g) to set up and provide organisational facilities for enterprises in which the Company holds shares or interests or with which it has entered into cooperation agreements;
h) to perform administration tasks for enterprises in which the Company holds shares or interests or with which it has entered into cooperation agreements;
i) to operate private hospitals in the form of company outpatient clinics to provide medical services for the employees of the Company.
- The Company may do business in Austria and abroad.
Article 3 Announcements
Announcements of the Company shall, where and as long as legally required according to the Austrian Stock Corporation Act (Aktiengesetz), be published in the Official Gazette Amtsblatt zur Wiener Zeitung. Otherwise announcements shall be published according to applicable legal requirements.
II. Share capital and Shares
Article 4 Share Capital, Share Certificates, Calling-in of Share Capital
- The share capital of the Company amounts to EUR 132,887,468.20. It is divided into 128,000,000 voting no-par value bearer shares, each representing an equal portion of the share capital.
- The Management Board is authorized to increase, by 2 May 2018, at the latest, the share capital of the Company – also in several tranches – by a nominal value of EUR 66,443,734.10 by issuing 64,000,000 no-par value shares in registered or in bearer form against contributions in cash or in kind. The Management Board, with the consent of the Supervisory Board, shall decide on the contents of the rights granted with each share, on the exclusion of subscription rights and on all other conditions of the issuance of shares. In that connection, non-voting preference shares may be issued which grant the same rights as previously issued preference shares. The issue price of ordinary shares and of preference shares may differ.
- The share capital has been increased, on a conditional basis, in accordance with Section 159 (2) 1 of the Austrian Stock Corporation Act (Aktiengesetz) by up to EUR 31,145,500.36, by issuing of up to 30,000,000 voting no-par value bearer shares. The conditional capital increase shall be carried out only to the extent that owners of convertible bonds issued on the basis of the resolution of the Annual General Meeting of 3 May 2013 exercise their subscription rights or conversion options. The issue amount and the conversion ratio shall be determined in a recognized pricing procedure, using recognized financial mathematical methods and making reference to the price of the ordinary shares of the Company (basis of calculation of the issue amount); the issue amount must not be lower than the pro rata portion of the share capital. The Management Board is authorized to determine, with the consent of the Supervisory Board, the further details of the performance of the conditional capital increase, such as the entitlement to dividend payments for the new shares to be issued under the conditional capital increase.
- In the event of any capital increase and of resolutions on the creation of additional authorized capital, the Company may provide for the issue of new preference shares to the extent permitted by law without the consent of the owners of preference shares.
- One share certificate may be issued for several shares. The shareholders are not entitled to the issuance of share certificates representing their stakes.
- The form and contents of the share certificates as well as of the dividend and renewal coupons shall be determined by the Management Board.
- With the consent of the Supervisory Board, the Management Board may call in from the shareholders any portions of the share capital that have not yet been paid in. Such call-in shall be published. The payment period shall be six weeks from the date of publication.
Article 5 Bearer Shares
- Bearer shares must not be issued until all contributions on such shares have been fully paid in.
- If, in the event of an increase in capital, the resolution relating to that increase does not specify whether the shares are to be issued in bearer or in registered form, they shall be made out to bearer.
Article 6 Registered Shares
- If shares are issued in registered form, any transfer of registered shares to another owner shall be subject to the consent of the Company. The Management Board shall grant such consent following the prior approval by the Supervisory Board.
- The transfer shall be entered into the share ledger of the Company.
III. Constitution and Management
Articles 7 et seq. Corporate Bodies
The corporate bodies of the Company shall be
- The Management Board (Articles 8, 9)
- The Supervisory Board (Articles 10-15)
- The General Meeting (Articles 16-20)
IV. Advisory Councils
Article 21 Formation, Tasks, Composition
- The Management Board may appoint councils for the purpose of advising it with regard to certain regions or certain specialist areas.
- The advisory councils shall, preferably, consist of not more than 20 persons each. The appointment shall be effected by the Management Board with the consent of the WIENER STÄDTISCHE Wechselseitiger Versicherungsverein - Vermögensverwaltung – Vienna Insurance Group.
- The Management Board shall invite the advisory councils in accordance with the actual requirements.
- The members of the advisory councils shall receive a remuneration for their work; such remuneration shall be determined by the Management Board with the consent of the WIENER STÄDTISCHE Wechselseitiger Versicherungsverein - Vermögensverwaltung – Vienna Insurance Group.
V. Annual Financial Statements and Distribution of Profits
Article 22 Fiscal Year, Annual Financial Statements
- The fiscal year of the Company shall be the calendar year.
- When preparing the annual financial statements, the Management Board shall form the provisions required by law and the principles of proper accounting. Provisions for performance-related premium refunds and/or for profit participation by insurance policy holders shall be formed taking into consideration the business performance, the business plans as well as the goals set forth in Article 2 para. 1, second sentence of these Articles of Association; such provisions may be used exclusively for premium refunds and/or profit participation of the insurance policy holders. The utilization of such provisions to cover losses shall be permitted in exceptional cases, subject to the approval of the Insurance Supervision Authority.
- When preparing the annual financial statements, the Management Board may allocate all or part of the annual profit to the reserves.
- Within the first five months of every fiscal year, the Management Board shall prepare the annual financial statements plus the Notes and the management report for the preceding fiscal year and, after the audit by the auditor, submit them together with its proposal for the distribution of profit to the Supervisory Board.
- If the Supervisory Board approves the annual financial statements they will be deemed adopted, provided that the Management Board and the Supervisory Board do not opt for adoption by the General Meeting.
- If the Management Board and the Supervisory Board opt for adoption by the General Meeting, or if the Supervisory Board fails to approve the annual financial statements, the Management Board shall immediately call a General Meeting for the purpose of adopting the annual financial statements.
Article 23 Annual General Meeting
- The Annual General Meeting shall be held within six months as from the end of the fiscal year.
- The Annual General Meeting shall resolve on the distribution of the profit resulting from the annual financial statements, on the grant of discharge to the members of the Management Board and Supervisory Board and, in the cases provided by law, on the adoption of the annual financial statements; furthermore, the Annual General Meeting shall resolve on the election of members of the Supervisory Board as well as on other matters assigned to the General Meeting for resolution under the law and on other motions which have been properly submitted.
Article 24 Profit
- Unless the General Meeting resolves otherwise, the profit shall be distributed among the shareholders.
- If non-voting preference shares have been issued, the profit shall be distributed as follows:
a) first, any arrears in dividends on preference shares shall be settled;
b) then, the 15% dividend on preference shares shall be paid to the holders of preference shares relative to their share in the share capital;
c) the profit remaining thereafter shall, for the first three full fiscal years following the issuance of preference shares, be distributed to all shareholders (holders of ordinary shares and holders of preference shares) such that, taking into account the dividend on preference shares, holders of preference shares receive a dividend which is at least 5% higher than the dividend received by holders of ordinary shares, relative to their share in the share capital; the profit of the fourth full fiscal year and of all subsequent fiscal years shall be distributed such that the holders of ordinary shares shall receive a dividend up to the amount of the dividend on preference shares, and the profit remaining for distribution thereafter shall be equally distributed among all shares, provided that the General Meeting does not resolve on a different distribution, including without limitation the payment of a surplus dividend to holders of preference shares in individual cases.
- If shareholders' contributions are made during a fiscal year, profit shares shall be considered in proportion to the time elapsed since the contribution. If new shares are issued, different profit participation rights may be determined.
- Shareholders' profit shares which are not withdrawn within three years as from the due date shall be forfeited in favor of the free reserves of the Company.
Last amended at the 25th Annual General Meeting on 13 May 2016 and approved by the Austrian Financial Market Authority (FMA)/Department Insurance and Pension Supervision by its Decree dated 17 June 2016, GZ. FMA-VU174.340/0003-VPR/2016.
TRANSLATION FROM GERMAN ORIGINAL
IN CASE OF DOUBT THE GERMAN VERSION PREVAILS