EANS-General Meeting: Vienna Insurance Group / Invitation to the General Meeting

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EANS-General Meeting: Vienna Insurance Group / Invitation to the General Meeting
General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. 
Translation from German original - in cases of doubt the German version
prevails 


                            VIENNA INSURANCE GROUP AG
                           Wiener Versicherung Gruppe
                                   FN75687f
                               ISIN: AT0000908504
                 Schottenring30, Ringturm, 1010Vienna, Austria
                                NOTICE OF MEETING
                                     for the
                        22nd Annual General Meeting (AGM)
                                  to be held on
                    Friday, 3 May 2013, at 11.00 a.m. (CEST)
                            at the Wiener Stadthalle
              Huetteldorfer Straße 2F, Hall F, 1150 Vienna, Austria
                                     Agenda

|1.  |Presentation of the consolidated financial statements for the year  |
|    |2012 and the management report on these accounts, presentation of   |
|    |the audited and approved financial statements of the Company for the|
|    |year 2012, the management report on these accounts, the report of   |
|    |the Supervisory Board and the Corporate Governance Report.          |
|2.  |Adoption of a resolution on the distribution of profits for 2012.   |
|3.  |Adoption of a resolution to grant discharge to the Managing Board   |
|    |for the financial year 2012.                                        |
|4.  |Adoption of a resolution to grant discharge to the Supervisory Board|
|    |for the financial year 2012.                                        |
|5.  |Adoption of a resolution to authorise the Managing Board pursuant to|
|    |Section169 of the Austrian Stock Corporation Act (Aktiengesetz), to|
|    |increase, by 2May2018 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 Managing Board, with the consent of the Supervisory Board,|
|    |shall decide on the contents of the rights granted with each share, |
|    |the exclusion of subscription rights and all other conditions of the|
|    |issuance of shares. This authorisation replaces the resolution      |
|    |adopted in the 19th Annual General Meeting held on 29June2010 as  |
|    |resolution according to agenda item 3. Article 4 para. 2, first     |
|    |sentence of the Articles of Association is altered accordingly.     |

|6.  |Adoption of a resolution to authorise the Managing Board, pursuant  |
|    |to Section174 para. 1 of the Austrian Stock Corporation Act        |
|    |(Aktiengesetz), to issue, by 2 May2018 at the latest, with the     |
|    |consent of the Supervisory Board, participating bonds with a total  |
|    |face value of up to EUR 2,000,000,000, also in several tranches,    |
|    |also with exclusion of subscription rights and authorisation to     |
|    |specify the terms for the issue of the participating bonds. This    |
|    |authorisation replaces the resolution adopted in the 19th Annual    |
|    |General Meeting held on 29June2010 as resolution according to     |
|    |agenda item 4.                                                      |
|7.  |Adoption of a resolution to authorise the Managing Board, pursuant  |
|    |to Section174 para. 2 of the Austrian Stock Corporation Act        |
|    |(Aktiengesetz), to issue, by 2May2018 at the latest, with the     |
|    |consent of the Supervisory Board, convertible bonds with a total    |
|    |face value of up to EUR2,000,000,000, also in several tranches,    |
|    |also with exclusion of subscription rights and authorisation to     |
|    |specify all other terms, as well as to specify the issue and        |
|    |conversion procedures for the convertible bonds. This authorisation |
|    |replaces the resolution adopted in the 19th Annual General Meeting  |
|    |held on 29 June 2010 as resolution according to agenda item 5.      |
|8.  |Adoption of a resolution to amend Article 4 para. 3, second sentence|
|    |(conditional capital) of the Articles of Association, so that it    |
|    |contains the following new wording: "The conditional capital        |
|    |increase shall be carried out only to the extent that owners of the |
|    |convertible bonds issued on the basis of the resolutions of the     |
|    |Annual General Meeting held on 3 May 2013 exercise their            |
|    |subscription right or conversion option."                           |
|9.  |Election of the auditor of the financial statements of the Company  |
|    |and the auditor of the consolidated financial statements for the    |
|    |financial year 2014.                                                |

DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The documents to be provided pursuant to Section  108  para.  3  to  5  Austrian
Stock Corporation Act will be made accessible not later  than  on  12April2013
for inspection by the shareholders in the business premises  at  the  registered
office of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the  "Company"),
Schottenring 30, 1010 Vienna, Austria:

- Annual financial statement and status report for the financial year 2012,
- Consolidated  financial  statements  and  group  management  report  for  the
  financial year 2012,
- Report of the Supervisory Board for the financial year 2012,
- Corporate governance report for the financial year 2012,
- Proposal on the distribution of profits for the financial year 2012,
- Draft resolutions concerning agenda items 2 to 9,
- Report of the Managing Board with regard to the exclusion of the  subscription
  rights re agenda item 5, 6 and 7.

These documents, and the complete wording of this  convocation  notice  and  the
forms for granting and revoking  power  of  attorney  pursuant  to  Section  114
Austrian  Stock  Corporation  Act  are  also  available  not   later   than   on
12April2013 on the website www.vig.com/annual-general-meeting  and  will  also
be obtainable in the Annual General Meeting.


NOTICE CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110,  118
AND 119 AUSTRIAN STOCK CORPORATION ACT
Shareholders, whose aggregate shares total not less than 5%  of  the  registered
capital and who have held their shares for more than  three  months  before  the
request, may request additional agenda items for this  Annual  General  Meeting,
and their publication, provided such request  is  received  by  the  Company  in
written form to VIENNA INSURANCE GROUP  AG  Wiener  Versicherung  Gruppe,  Dept.
VD100, attn. Ms.Sabine Stiller,  Schottenring  30,  1010Vienna,  Austria,  not
later  than  on  12April2013.  Every  such  requested  agenda  item  must   be
accompanied by a draft resolution together with a justification.

In order to prove the shareholding in case of deposited  bearer  shares,  it  is
sufficient to submit a deposit certificate  pursuant  to  Section  10a  Austrian
Stock Corporation Act, which certifies that the applying shareholders have  been
holders of these shares since at least three months and which is not older  than
seven  days  on  the  day  of  submission  to  the  Company.   Several   deposit
certificates concerning shares, which together constitute a shareholding of  5%,
must refer to the same date. Regarding all other  requirements  of  the  deposit
certificate,  please  refer  to  the  information   regarding   the   right   to
participate.

Shareholders, whose aggregate shares total not less than 1%  of  the  registered
capital may submit to every  agenda  item  draft  resolutions  together  with  a
justification and may request that these draft  resolutions  together  with  the
justification  and  an  optional  statement  by  the  Managing  Board   or   the
Supervisory Board are published on the webpage of  the  Company,  provided  such
request is received by the Company either by telefax to +43 (0)1  89  00  500-60
or to VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Dept.  VD100,  attn.
Ms.SabineStiller, Schottenring 30, 1010Vienna, Austria,  not  later  than  on
23April2013. In case of a draft resolution for the election  of  a  member  of
the Supervisory Board  the  declaration  of  the  proposed  person  pursuant  to
Section 87 para. 2 Austrian Stock Corporation Act shall be  annexed  instead  of
the justification.

For the proof of the shareholding for the exercise of this shareholder right  in
case  of  deposited  bearer  shares  it  is  sufficient  to  submit  a   deposit
certificate pursuant to Section 10a Austrian Stock  Corporation  Act,  which  is
not older than seven days on the day  of  submission  to  the  Company.  Several
deposit  certificates   concerning   shares,   which   together   constitute   a
shareholding  of  1%,  must  refer  to  the  same  date.  Regarding  all   other
requirements of  the  deposit  certificate,  please  refer  to  the  information
regarding the right to participate.

Every shareholder will be granted disclosure about affairs  of  the  Company  in
the Annual General Meeting, as far  as  it  is  necessary  for  the  appropriate
evaluation of an agenda item. Disclosure  may  be  denied  in  case  that  after
reasonable commercial assessment it could be to the material  detriment  of  the
Company or a Group Company, or if it would constitute a criminal offence.

Every shareholder has the right to propose  resolutions  concerning  all  agenda
items which do not require former announcement, provided  that  the  shareholder
has given proof to his or  her  right  to  participate  in  the  Annual  General
Meeting.


RECORD DATE AND RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING  PURSUANT  TO
SECTION 111 AUSTRIAN STOCK CORPORATION ACT

Deposited bearer shares
The right to participate in the Annual General Meeting, the  voting  rights  and
all other shareholder rights, which may  be  exercised  in  the  Annual  General
Meeting, are subject to the shareholdings on 23April2013,  12.00  p.m.  (CEST)
(Record Date).

Only such shareholders have the right  to  participate  in  the  Annual  General
Meeting, who give proof of qualification as a  shareholder  to  the  Company  at
that date.

In case of deposited  bearer  shares  it  is  sufficient  to  submit  a  deposit
certificate pursuant to Section 10a Austrian Stock Corporation Act as  proof  of
the shareholding on the Record Date, which must be received by the  Company  not
later than on 29April2013, 12.00 p.m. (CEST), solely at one of  the  following
addresses:
    - by post:   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
                 Dept. VD100, attn. Ms. Sabine Stiller
                 Schottenring30, 1010 Vienna, Austria
    - by fax:    +43 (0)1 89 00 500-60
    - by e-mail: anmeldung.vig@hauptversammlung.at  (as scanned
                 attachment-TIF, PDF etc.)

Deposit certificate pursuant to Section 10a Austrian Stock Corporation Act
The deposit certificate must be issued by a custodian bank with  its  registered
office in a member state of the European Economic  Area  or  in  a  full  member
state of the OECD and shall include the following data:

-     Information regarding the issuer:  name/company  and  address  or  a  code


  common between banks (SWIFT-CODE),
-     information regarding the  shareholder:  name/company,  address,  date  of 
  birth in case of natural persons, or registry and registration number in 
  case of legal persons,
-     information regarding the shares: amount of shares (ISIN AT0000908504)  of 
  the shareholder,
-     deposit account number or other identification.
-     The deposit certificate must refer  to  the  Record  Date,  23April2013, 


      12.00 p.m. (CEST).

Pursuant to Section10apara.1 last sentence Austrian  Stock  Corporation  Act,
the Company will also accept certificates for the proof of  shareholdings  which
are issued by legal persons  which  are  authorised  as  depositaries  of  these
shares according to Czech law.

The deposit certificate must be submitted in German or in English language.  The
shareholders are not blocked by the registration to the Annual  General  Meeting
or by the submission of the deposit certificate; thus shareholders may  continue
to freely dispose of their shares also after registration  or  submission  of  a
deposit certificate.


REPRESENTATION BY PROXY PURSUANT TO SECTION 114 AUSTRIAN STOCK CORPORATION ACT
Every shareholder, who has the  right  to  participate  in  the  Annual  General
Meeting, has the right to nominate a proxy holder, who will  attend  the  Annual
General Meeting in the name of the shareholder and who has the  same  rights  as
the shareholder who he represents.

The power of attorney must be granted to a specific person (either a natural  or
a legal person) in written form; several persons  may  also  be  nominated.  The
power of attorney must  be  received  by  the  Company  solely  at  one  of  the
following addresses:
    - by post:   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
                 Dept. VD100, attn. Ms. Sabine Stiller
                 Schottenring30, 1010 Vienna, Austria
    - by fax:    +43 (0)1 89 00 500-60
    - by e-mail: anmeldung.vig@hauptversammlung.at (as scanned
                 attachment-TIF, PDF, etc.)
    - in person: at the registration desk for the Annual  General  Meeting
                 at the place of the meeting

A power of attorney form and a form for the revocation of the power of  attorney
will be sent on request and are available on  the  website  of  the  Company  on
www.vig.com/annual-general-meeting.

In case the power of attorney is not submitted personally upon  registration  on
the day of the Annual General Meeting, the power of attorney  must  be  received
by the Company not later than on 2May2013, 3.00p.m. (CEST).

The above-mentioned provisions for granting proxies are  applicable  accordingly
to the revocation of proxies.


REPRESENTATION OF VOTING RIGHTS
As a special service, Michael Knap of the "Interessenverband für Anleger"  (IVA,
Austrian Association of Investors) Feldmuehlgasse 22, 1130 Vienna,  Austria,  is
available to shareholders as an independent  power  of  attorney  bound  by  the
shareholders' instructions for exercising  their  voting  right  at  the  Annual
General Meeting.  Shareholders  who  wish  to  avail  themselves  of  Mr.Knap's
services may contact him directly by phone +43 (0)1 8763343-30, by fax +43  (0)1
8763343-39 or by e-mail michael.knap@iva.or.at.


TOTAL NUMBER OF SHARES AND VOTING RIGHTS (Information according  to  Section  83
para. 2 clause 1 of the Austrian Stock Exchange Act)
On the date of convening the  Annual  General  Meeting  the  registered  nominal
capital of the Company  amounts  to  EUR  132,887,468.20  and  is  divided  into
128,000,000 no-par value shares. Each share grants one vote. The Company or  one
of its subsidiaries currently holds none of its own shares. The total number  of
shares which convey the right to participate and  vote  in  the  Annual  General
Meeting amounts to 128,000,000.


Information pursuant to Section 262 PARA.20 Austrian Stock Corporation Act
Pursuant to Section 262 para. 20 Austrian Stock Corporation Act  we  advise  our
shareholders that the receipt of deposit confirmations  via  an  internationally
common, extra secured communication network for financial  institutions  (SWIFT)
is not possible yet. Until further notice deposit confirmations are accepted  by
fax   to   number   +43   (0)1    89    00    500-60    or    by    e-mail    to
anmeldung.vig@hauptversammlung.at (as scanned attachment-PDF,  TIF,  etc.)  or
by post to VIENNA INSURANCE GROUP AG Wiener Versicherung  Gruppe,  Dept.  VD100,
attn. Ms.Sabine Stiller, Schottenring 30, 1010 Vienna, Austria.


ADMISSION TO THE ANNUAL GENERAL MEETING
For the admission to the Annual General Meeting, you  may  have  to  prove  your
identity. Please bring a  valid  official  photo  identification.  In  case  you
attend the Annual General Meeting as a power of  attorney  holder,  please  also
bring  the  power  of  attorney  in  addition  to  your  valid  official   photo
identification. In case the original of the power of attorney was  already  sent
to the Company, you may facilitate your admission if you can provide a  copy  of
the power of attorney.

The  Company  retains  the  right  to  verify  the  identity  of   the   persons
participating on the meeting. In case the verification of the  identity  is  not
possible, admission may be denied.

Please consider  the  large  number  of  expected  participants  and  the  usual
security  measures  when  planning  the  time  of  arrival.  Admission  for  the
collection of voting cards starts at 9.30 a.m. (CEST).

Vienna, April 2013                                            The Managing Board



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

Alexander Jedlicka 
Head of Public Relations, Spokesperson 
Tel.: +43 (0)50 390-21029 
Fax: +43 (0)50 390 99-21029 
E-Mail: alexander.jedlicka@vig.com


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

issuer:      Vienna Insurance Group
             Schottenring 30


         A-1011 Wien
phone:       +43(0)50 390-21919
FAX:         +43(0)50 390 99-23303
mail:        investor.relations@vig.com 
WWW:         www.vig.com
sector:      Insurance
ISIN:        AT0000908504
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien, stock market: Prague Stock Exchange 
language:   English 
    
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-0- Apr/04/2013 11:32 GMT