EANS-General Meeting

Vienna Insurance Group Wiener Versicherung Gruppe / Invitation to the General Meeting - Seite 2

passed in the 22nd Annual General Meeting of 3 May 2013 under item 6 on
the agenda.

7. Resolution on the authorisation of the Managing Board to issue
convertible bonds in a total nominal amount of up to EUR 2,000,000,000
by 11 May 2022 with approval from the Supervisory Board pursuant to
Section 174 (2) AktG, if necessary in several tranches, also with
exclusion of shareholders' subscription rights and to define all other
terms and conditions, the issue and the conversion procedure for the
convertible bonds. This authorisation shall replace the Resolution
passed in the 22nd Annual General Meeting of 3 May 2013 under item 7 on
the agenda.

8. Resolution on an amendment to the second sentence of Article 4 (3) of
the Articles of Association (Conditional capital) so that it will now
contain the following wording: "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
12 May 2017 exercise their subscription rights or conversion options."

9. Resolution on the authorisation of the Managing Board pursuant to
Section 65 (1) no. 4 and no. 8 as well as (1a) and (1b) AktG to acquire
no-par value bearer treasury shares to the maximum extent permitted by
law during a term of thirty (30) months from the day of the Resolution
of the Annual General Meeting. The equivalent to be paid upon
redemption must not be lower than a maximum of 50% of the unweighted
average closing price of the ten trading days preceding redemption and
not higher than a maximum of 10% of the unweighted average closing
price of the ten trading days preceding redemption. At the Managing
Board's option the shares may be acquired via the stock exchange or a
public offering or in any other expedient manner that is permitted by
law.
The Managing Board shall be authorised to sell the acquired Treasury
shares in a way other than via the stock exchange or a public offering
without excluding the shareholders' subscription right or with
excluding them in whole or in part for a maximum period of five years
from the resolution.

10. Amendment to Articles 18 and 19 of the Company's Articles of
Association.

11. Election of the auditor and group auditor for the financial year 2018.

12. Elections to the Supervisory Board.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING The following documents to
be made available pursuant to Section 108 AktG will be available for
inspection by the shareholders on the premises of the registered
office of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the
"Company"), Schottenring 30, 1010 Vienna, not later than 21 April