EANS-General Meeting

Vienna Insurance Group Wiener Versicherung Gruppe / Invitation to the General Meeting

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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

INVITATION

to the 26th Annual General Meeting (AGM),
which will be held on Friday, 12 May 2017, 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 2016
including the management report, the corporate governance report, the
consolidated financial statements for 2016 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 2016.

3. Resolution on approval of the actions of the Managing Board members for
the financial year 2016.

4. Resolution on approval of the actions of the Supervisory Board members
for the financial year 2016.

5. Resolution on the authorisation of the Managing Board pursuant to
Section 169 AktG to increase the registered capital by a nominal amount
of EUR 66,443,734.10 by 11 May 2022 at the latest through issue of
64,000,000 no-par value registered or bearer shares against a
contribution in cash or in kind, if necessary in several tranches, and
to decide on the content of the shareholders' rights, on exclusion of
the shareholders' subscription rights and on other terms and conditions
for the issue of shares with approval from the Supervisory Board. This
authorisation shall replace the resolution passed in the 22nd Annual
General Meeting of 3 May 2013 under item 5 on the agenda. The first
sentence of Article 4 (2) of the Articles of Association will be
amended accordingly.

6. Resolution on the authorisation of the Managing Board to issue
participating bonds of a total nominal amount of up to EUR
2,000,000,000 by 11 May 2022 at the latest with approval from the
Supervisory Board pursuant to Section 174 (1) AktG, if necessary in
several tranches, also with exclusion of shareholders' subscription
rights, and to define all other terms and conditions for the issue of
participating bonds. This authorisation shall replace the Resolution