25th ordinary Annual General Meeting on 3 June 2024

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

UNIQA Insurance Group AG

Comparison of restated and previous article

pursuant to item 8 on the agenda

Previous Version

Proposed Version

(Changes compared to the previous version marked in yellow)

§ 4

§ 4

Share Capital and Shares

Share Capital and Shares

(3) The Management Board is authorized up to and including

(3) The Management Board is authorized up to and including

30 June 2024,

30 June

2029

,

(a) to increase the share capital with the approval of the

(a) to increase the share capital with the approval of the

Supervisory Board by a maximum amount of EUR

Supervisory Board by a maximum amount of EUR

80,000,000.00 through the issue of up to 80,000,000 bearer

80,000,000.00 through the issue of up to 80,000,000 bearer

shares or registered shares with voting rights against payment

shares or registered shares with voting rights against payment

in cash or contributions in kind once or in several times

in cash or contributions in kind once or in several times

tranches,

tranches,

(b) to exclude the shareholders' subscription rights with the

(b) to exclude the shareholders' subscription rights with the

approval of the Supervisory Board, where applicable,

approval of the Supervisory Board, where applicable,

(b.a.) if the share capital is to be used for the implementation

(b.a.) if the share capital is to be used for the implementation

of an employee participation program, either including

of an employee participation program, either including

members of the Management Board and/or senior

members of the Management Board and/or senior

executives or exclusively for members of the

executives or exclusively for members of the

Management Board and/or senior executives, or for a

Management Board and/or senior executives, or for a

stock option plan for employees, either including

stock option plan for employees, either including

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25th ordinary Annual General Meeting on 3 June 2024

members of the Management Board and/or senior

executives or exclusively for members of the

Management Board and/or senior executives of the

company and, where appropriate, of affiliated

companies, including , if applicable, through the issue of

shares to be transferred to an employee participation

foundation in the meaning of Section 4d (4) of the

Income Tax Act, or

(b.b)

against contributions in kind, in particular undertakings,

businesses, parts of businesses or shares in one or

several companies in Austria and abroad, or

(b.c.)

for an over-allotment option (greenshoe), or

(b.d.)

for the adjustment of fractional amounts

and

  1. to determine, with the approval of the Supervisory Board, the type of shares to be newly issued (as bearer shares or registered shares), the issue price and the other terms and conditions of the issue (authorized capital),

Supervisory Board is authorized to resolve on the amendment to the Articles of Association of the Company resulting from issue of shares from authorized capital.

members of the Management Board and/or senior

executives or exclusively for members of the

Management Board and/or senior executives of the

company and, where appropriate, of affiliated

companies, including , if applicable, through the issue of

shares to be transferred to an employee participation

foundation in the meaning of Section 4d (4) of the

Income Tax Act, or

(b.b)

against contributions in kind, in particular undertakings,

businesses, parts of businesses or shares in one or

several companies in Austria and abroad, or

(b.c.)

for an over-allotment option (greenshoe), or

(b.d.)

for the adjustment of fractional amounts

and

  1. to determine, with the approval of the Supervisory Board, the type of shares to be newly issued (as bearer shares or registered shares), the issue price and the other terms and conditions of the issue (authorized capital),

Supervisory Board is authorized to resolve on the amendment to the Articles of Association of the Company resulting from issue of shares from authorized capital.

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UNIQA Insurance Group AG published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 11:51:59 UTC.