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Publication of the decision to implement a share repurchase decision, publication of the share repurchase programme

The 1st Ordinary General Meeting of UNIQA Versicherungen AG based in Vienna (“UNIQA” or ”the Company”) held on 20.6. 2000 empowered the Management Board with the agreement of the Supervisory Board to acquire own shares in accordance with § 65 paragraph 1 no. 9 and paragraph 1a of the Stock Corporation Act (in the version preceding the Stock Options Law coming into force), whereby the Company, together with other own shares already acquired and still owned by it, may purchase a maximum of 11,997,780 bearer shares of the Company, with the empowerment lasting until 20.12.2001 inclusive, and whereby own shares may be bought under the empowerment at a price of at least EUR 5 and at most EUR 15 per individual share, and details of the repurchase program and its duration must be published.

The 2nd Ordinary General Meeting of UNIQA, held on 25.6.2001 renewed the empowerment of the Management Board with the agreement of the Supervisory Board to acquire own shares in accordance with $ 65 paragraph 1 Z 8 and paragraph 1a and 1b of the Stock Corporation Act  and – while maintaining the other conditions of the decision of the 1st Ordinary General Meeting – prolonged the deadline for the repurchase of the shares to 20.6.2003.

The decision of the 1st Ordinary General Meeting held on 20.6.2000 published in accordance with $ 65 paragraph 1a of the Stock Corporation Act (in the version preceding the Stock Options Law coming into force) in the Official Supplement of the Wiener Zeitung of 5.7.2000. The decision of the 2nd Ordinary General Meeting 2000 published in accordance with
$ 65 paragraph 1a of the Stock Corporation Act (in the version preceding the Stock Options Law coming into force) in the Official Supplement of the Wiener Zeitung of 2.7.2001.

The Management Board of UNIQA decided on 25.5.2001 to make use of its empowerment granted by the 1st General Meeting held on 20.6.2000 to repurchase shares to a maximum of 2,395,556 individual shares of the Company, corresponding to 2% of the share capital of the Company. The Supervisory Board of UNIQA agreed to the above proposal of the Management Board on 28.5.2001. In the period from 8.6.2001 to 23.8.2001 UNIQA acquired 2,395,556 individual bearer shares at a weighted average price of EUR 6.198372843. The highest rate was EUR 6.38, the lowest EUR 5.96.The value of the repurchased shares was EUR 14,852,555.66.

The Management Board of UNIQA on 10.9.2001 decided again to make use of the empowerment granted by 1st and 2nd Ordinary General Meetings to repurchase shares. Thereby the Management Board was to be entitled to acquire a maximum of 9,582,224 individual bearer shares, corresponding to 8% of the share capital of the Company. Taking into account other own share the Company had already acquired and still held, this acquisition corresponds to 10% of the share capital of the Company, or 11,977,780 individual bearer shares. The Supervisory Board of UNIQA agreed to the proposal of the Management Board on 26.9.2001.This proposal of the UNIQA Management Board, agreed to by the UNIQA Supervisory Board, is hereby published in accordance with § 82 paragraph 9 of the Stock Exchange Act in conjunction  with § 1 paragraphs 2 and 3 of the Regulation on Publication (Federal Law Gazette II 2000/5).

Furthermore, the repurchase programme is published in accordance with§ 65 paragraph 1a of the Stock Corporation Act and in accordance with § 82 paragraph 9 of the Stock Exchange Act in conjunction with  § 2 of the Regulation on Publication (Federal Law Gazette II 2000/5)

  1. Date of the empowerment decision of the General Meeting in accordance with § 65 paragraph 1 no. 9 of the Stock Corporation Act (in the version preceding the Stock Options Act coming into force): 20.6.2000
  2. Day of empowering decision of the General Meeting in accordance with § 65paragraph 1 line 8 and paragraphs 1a and 1b of the Stock Corporation Act (in the version preceding the Stock Options Act coming into force): 25.6.2001.
  3. Day and place of publication of the decision of the General Meeting in accordance with § 65 paragraph 1a of the Stock Corporation Act (in the version preceding the Stock Options Act coming into force): Official Supplement of the Wiener Zeitung of 5.7.2000.
  4. Day and place of publication of the decision of the General Meeting in accordance with § 65paragraph 1 line 8 and paragraphs 1a and 1b of the Stock Corporation Act (in the version preceding the Stock Options Act coming into force): 2.7.2001.
  5. Start and provisional duration of the repurchase programme: 1.10.2001 until provisionally 20.6.2003
  6. Category of shares to which the repurchase programme applies: UNIQA bearer shares (unified category).
  7. Intended volume (in units of the repurchase of own shares, especially  the proportion of share capital represented by own shares to be repurchased: up to a maximum of 9,582,224 UNIQA bearer shares, i.e. up to a maximum of 8% of the share capital of UNIQA. Taking into consideration other own shares already acquired and still possessed by the Company, a maximum of 11,977,780 bearer shares, or 10% of UNIQA’s share capital. 
  8. Highest and lowest price per share. The price may not exceed  by more than ±20% of the weighted average official closing price noted on the Vienna Stock Exchange over the three days immediately preceding the repurchase, and in absolute terms not less than EUR 5 or more than EUR 7.50.
  9. Manner and purpose of repurchase of own shares, in particular whether the repurchase should be  via the stock exchange  and/or otherwise, whether there will be a take-over offer on repurchase, whether the shares will be withdrawn or resold or used for a staff participation programme. The repurchase of UNIQA shares within this repurchase programme will take place  via the Vienna Stock Exchange. No take-over offer will made on the occasion of the repurchase. The aim of the repurchase is to improve supply of and demand for UNIQA shares on the Vienna Stock Exchange, whereby trading in own shares for purposes of acquisition is excluded. As a result of this repurchase programme no shares will be called in. UNIQA intends to resell own shares purchased. UNIQA does not intend to deal in its own shares. They will be resold via the stock exchange. UNIQA reserves the right to use the own shares acquired for the execution of a staff participation programme.
  10. Effects of the repurchase programme on the listing of the shares of the issuer: none.
  11. Extent of current or planned share options within the framework of stock option plans for senior staff or Management Board members or Supervisory Board members of the issuer: currently no share options  exist or are planned currently within the framework of stock option plans for senior staff or Management Board members or Supervisory Board members of the issuer. The issuer reserves the right, however, to use own shares acquired also for the purpose of a staff participation programme and thereby also to offer stock options to Management Board members and/or senior staff: in this case the issuer will immediately publish the extent of stock options in accordance with § 3 paragraph 1 of the Regulation on Publication.

Changes to the repurchase programme (see § 3 of the Regulation on Publication.) and the publication of transactions carried out within the framework of the repurchase programme (see § 4 of the regulation on publication).will be via UNIQA’s  homepage on the Internet, http://www.uniqa.at under the heading “share repurchase programme”.

The current publication does not constitute an offer to acquire UNIQA shares or represent any obligation of the Company to offer to repurchase UNIQA shares.

28. May 2001


UNIQA Group Austria
Press Service

Untere Donaustrasse 21
1029 Vienna
Tel.: (+43 1) 211 75-3414
Fax.: (+43 1) 211 75-3619
Mobil: (+43 664) 112 02 37
E-Mail: presse@uniqa.at

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