UNIQA Insurance Group AG: Buybacks / Annual General Meeting

Unofficial translation from the German language – only the German language version is legally binding

Announcement according to Section § 65 (1b) of the Stock Corporation Act in connection with Section 119 (7) of the Stock Exchange Act and Sections 2 and 3 of the Austrian Publication Ordinance (Veröffentlichungsverordnung) 

On June 6, 2023, the 24th Annual General Meeting of UNIQA Insurance Group AG, 1029 Vienna, Untere Donaustraße 21, FN 92933t, has passed the following resolution as to item 7 on the agenda:
“The Management Board shall be authorized to purchase own shares pursuant to Section 65 (1.8) and (1a) and (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 Section 65 (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 and including June 6, 2023 up to and including December 6, 2025, 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 (Section 66 Stock Corporation Act). The Company’s own shares can be sold, subject to 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 Section 4d (4) of the Income Tax Act, or (ii) as consideration for the acquisition of companies, establishments, parts of establishments or shares 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 shall be 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.

Vienna, on 7 June 2023

UNIQA Insurance Group AG

The Management Board