Uniqa Insurance : Remuneration Report 2023 02.05.2024

UNIQA Insurance Group AG

REMUNERATION REPORT for the 2023 financial year

on the remuneration of the

members of the

Management Board

and

the principles of remuneration of

the members of the Supervisory Board

in accordance with

Sections 78c and 98a of the Austrian Stock Corporation Act

10 April 2024

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Table of contents

2.5.4 Payment of variable remuneration components/possible reclaiming of variable

3. Average remuneration of other employees at the company on a full- time equivalent basis (conditions of remuneration and employment

4. Term and termination of the contracts of the members of the

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Part A - Remuneration Report 2023 of the Management Board

1 Introduction

1.1 General information

The Remuneration Policy of UNIQA Insurance Group AG ("UNIQA" or the "company"), which was drawn up for the first time by the Supervisory Board on 15 April 2020, was submitted to the 21st Annual General Meeting on 25 May 2020 for a vote and was approved by a majority of 99.82 per cent of the capital represented.

The Remuneration Policy, together with the date and outcome of the vote, was published on the company's website that is registered with the Companies Register.

Pursuant to Section 78b (1) of the Stock Corporation Act, the Remuneration Policy must be submitted to a vote by the Annual General Meeting at least every fourth financial year and in the case of any material amendment. The appointed Committee of the Supervisory Board for Board Affairs, which consists of the same individuals acting in the function of the Remuneration Committee, reviewed the applicable Remuneration Policy and recommended a revised Remuneration Policy to the Supervisory Board on 10 April 2024. The Remuneration Policy renewed by the Supervisory Board on 10 April 2024 will be submitted to UNIQA's 25th Annual General Meeting on 3 June 2024 as a proposed resolution for voting.

In accordance with Section 78c of the Austrian Stock Corporation Act and the provisions of the Austrian Code of Corporate Governance as amended in January 2023, the Management Board and the Supervisory Board prepared this Remuneration Report 2023 of the members of the Management Board on 10 April 2024 after preliminary discussions with the appointed Committee of the Supervisory Board for Board Affairs, whose members are identical to the Remuneration Committee, and decided to submit it for voting at the 25th Annual General Meeting to be held on 3 June 2024.

The nature of such vote is that of a recommendation. The resolution cannot be contested.

The Remuneration Report 2022 was approved at the 24th Annual General Meeting on 6 June 2023 with a majority of 90.52 per cent of the valid votes cast (not including abstentions), with 73.05 per cent of the share capital represented in the vote. There were no requests from shareholders to speak on the Remuneration Report. Due to the high level of acceptance of the Remuneration Report by the shareholders, there was no need to take the voting result into consideration with regard to the Remuneration Report of the 2023 reporting year.

If necessary, the Remuneration Report for the 2024 financial year must state how the outcome of the vote of the 25th Annual General Meeting on 3 June 2024 on the 2023 Remuneration Report was taken into account.

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1.3 The scope of the report

This Remuneration Report, which has been prepared in accordance with the requirements of Section 78c of the Austrian Stock Corporation Act and L-Rule 29a of the Austrian Code of Corporate Governance 2023, is intended to provide a comprehensive overview of the remuneration granted or owed to current and former members of the Management Board in the course of the 2023 financial year as part of the Remuneration Policy, including all benefits in any form.

In accordance with Section 78c of the Austrian Stock Corporation Act, so far as applicable, the Remuneration Report must include the following information on the remuneration of the individual members of the Management Board:

• the total remuneration divided into components, the relative proportions of fixed and variable remuneration components and an explanation of how the total remuneration is consistent with the Remuneration Policy, including information on how the total remuneration supports the long-term performance of the company and how the performance criteria have been applied;
• the annual change in total compensation, the company's economic performance and the average compensation of the company's other employees on a full-time equivalent basis, for at least the last five financial years and in a manner that permits comparison;

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• any remuneration from affiliated companies (Section 189a No. 8 of the Austrian Commercial Code);
• [the number of shares and stock options granted or offered and the principal terms and conditions of exercise of the rights, including the exercise price, the exercise date and any changes to those terms and conditions] - not applicable
• information on whether and how the option to reclaim variable remuneration components was applied;
• [Information on any deviations from the procedure for implementing the Remuneration Policy pursuant to Section 78a (2) to (7) and on any deviations practised pursuant to Section 78a (8), including an explanation of the nature of the exceptional circumstances, and a statement of the specific parts from which deviations have been made] - not applicable

2 Components of remuneration in the 2023 financial year

2.1 General information

Remuneration to the members of the Management Board was granted in the 2023 financial year on the basis of an established Remuneration Policy. The remuneration granted promotes the long-term performance of the company. The performance criteria were determined and applied on the basis of the Remuneration Policy.

The members of the Management Board received fixed (non-performance-related) remuneration in the 2023 financial year. The short-term incentive for 2022 was also disbursed in 2023 as well as the deferred amounts from their short-term incentive for 2019. Finally, the 2019 tranche of the long-term incentive was paid out.

A short-term incentive and a long-term incentive were again set for the 2023 financial year, the latter as a multi-yearshare-based remuneration component (2023 tranche).

The total remuneration of the members of the Management Board was commensurate with the tasks and performance of the individual Management Board member, the situation of the company and the practices of the market, and set long-term conduct incentives for sustainable corporate development. In particular, the target values of the short-term incentive offered in 2023 and the open tranches 2020 to 2023 of the long-term incentive were in line with UNIQA's business strategy in that they refer to key figures that are critical for UNIQA's strategic and long-term development. In particular, ESG-relevant target achievement parameters were implemented in the system for individual Management Board members for the first time in the short-term incentive 2023.

Peer reviews conducted on comparable companies confirmed the appropriateness of the remuneration paid to the Management Board. The target achievement parameters of the short-term incentive made allowances for a sustainable corporate development, taking into consideration figures from the strategic medium-term planning, but also the individual departmental responsibilities. The overall company target and basic prerequisite for payouts from the short-term incentive 2023 is the dividend target, which must not fall below

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a certain threshold. A "sustainability test" also takes into account the medium-term development of the Group's solvency ratio. For example, underperformance may result in a reduction of the deferred component of the short-term incentive over the "vesting period" of three years. In the four-year performance period of the individual tranches of the long- term incentive, capital market-specific parameters are taken into account, as well as the solvency development and the earnings power of the non-life insurance segment. The latter target achievement parameter (earnings power of the non-life insurance segment) was replaced by an ESG-relevant target definition starting from the 2023 financial year because, according to the new accounting standards IFRS 9/17 applicable from the 2023 financial year onwards, it is no longer possible to determine a combined ratio for the property/casualty segment in the conventional manner.

The ratio of fixed income, which was set in line with the market, and the variable remuneration from the short-term incentive and long-term incentive was appropriate and ensured that there was no incentive to achieve only (short-term) bonuses.

From the beginning of 2023, UNIQA's Management Board consisted of eight members for three months due to the retirement of a Management Board member at the end of 2022; from April 2023, the Management Board again consisted of nine members due to a Management Board appointment. The Management Board of UNIQA Österreich Versicherungen AG is made up of the same individuals. UNIQA is the only entity paying remuneration for the members of the Management Board.

No separate remuneration is offered for other board functions performed by Management Board members in the Group, in particular not for the Management Board function performed by the same individuals at UNIQA Österreich Versicherungen AG. Some of UNIQA's expenses are allocated to UNIQA Österreich Versicherungen AG based on a cost centre procedure that is in line with the market and according to the respective source.

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2.2 Remuneration components

The fixed and variable remuneration granted in the 2023 financial year is described in detail below.

The individual members of the Management Board of UNIQA Insurance Group AG will receive the following remuneration in the 2023 financial year:

1. Variable remuneration comprises the "deferred component" of the short-term incentive (STI) for the 2019 financial year (€693 thousand) and the part of the entitlement to the short-term incentive for 2022 that was payable immediately (€2,893 thousand). A deferred component from the 2019 STI has been taken into account for René KNAPP for his role before he became a member of the Management Board (€20 thousand). The variable remuneration paid to Wolf-Christoph GERLACH for his role at UNIQA Biztosito Zrt, Budapest did not include any deferral.
2. No short-term incentive was offered for the 2020 financial year; in the 2021 financial year, therefore, only the deferred amount of the short-term incentive from 2017 was due in the short-term incentive category (Peter HUMER and Wolf-Christoph GERLACH are not yet entitled; a deferred component of €18 thousand is taken into account for René KNAPP from his role before his appointment to the Management Board).
3. This includes €93 thousand in variable remuneration paid to Wolf-Christoph GERLACH for his role on the Management Board at UNIQA Biztosito Zrt, Budapest, which ended at the end of 2019.

Wolf-Christoph GERLACH and René KNAPP were not included in the long-term incentive until the 2020 financial year (2020 tranche) and Sabine PFEFFER not until the 2023 financial year.

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The fixed salary components included remuneration in kind equivalent to €81 thousand (2022: €100 thousand) for company flats provided to individual members of the Management Board and for company cars provided for use (including private use).

In 2023, payments totalling €461 thousand were made from the short-term incentive 2022 and the deferral of the 2019 short-term incentive for Management Board member Klaus PEKAREK, who left the Management Board at the end of 2022. Klaus PEKAREK received €161 thousand in contractual termination payments. In addition, an amount of €242 thousand was paid out from the 2019 long-term incentive. In 2025 and 2026, payments totalling €271 thousand are expected to be made from the deferrals of the 2021 and 2022 short-term incentives. There is still an entitlement from the long-term incentives for 2020, 2021 and 2022.

The fixed income shown in brackets and in italics in the column "Fixed remuneration" has been defined according to the reference system set out by the Remuneration Committee and described in the Remuneration Policy. The range of fixed income in accordance with the revised Remuneration Policy 2024 is between €450 thousand and €660 thousand per year, although Sabine PFEFFER, as a newly appointed member of the Management Board, will only be moved over to this range after a transition period. The above-mentioned remuneration in kind amounts are not components of this range, but are reported nonetheless under fixed income for the purposes of reconciliation with the notes to the annual financial statements.

If company housing has been provided (Peter HUMER, Erik LEYERS and Kurt SVOBODA), the gross remuneration is reduced to the extent as if the company flat had been rented at the net cost amounting to the additional taxable amounts.

The fixed income includes a performance bonus granted by the Remuneration Committee to the members of the Management Board (with the exception of Sabine PFEFFER) for the 2022 financial year in the amount of 10 per cent of the fixed income according to the reference system (including Klaus PEKAREK).

Wolf-Christoph GERLACH's fixed income includes an amount of €30 thousand in holiday pay not paid out until 2023 for the period of his Management Board function at UNIQA Biztosito Zrt, Budapest, until the end of 2019.

1. D&O liability insurance
   For the members of the Supervisory Board and the Management Board, UNIQA Insurance Group AG has taken out a Directors and Officers insurance policy with another insurance company, which is customary in the market. The costs are borne by UNIQA Insurance Group AG.
2. Company pension plan
   For the Management Board members, pension commitments exist in part through Valida Pension AG, and to some degree pension liability insurance has been concluded, the latter with an annual premium of 20 per cent of the fixed annual income.

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Retirement pensions, occupational disability provisions as well as survivor benefits have been agreed upon, whereby the pension entitlements include both a contractual arrangement with Valida Pension AG, and in the case of pension liability insurance, there are reinsured pension entitlements vis-à-vis UNIQA Österreich Versicherungen AG.

The retirement pension (which is exclusively defined contribution in the annuitisation phase) via Valida Pension AG as a general rule becomes due for payment when the beneficiary reaches their 65th year of life (standard retirement age in accordance with the Austrian General Social Insurance Act). The pension entitlement is reduced in the event of earlier retirement, with the pension eligible for disbursement once the beneficiary reaches the age of 60. In the case of pension liability insurance, retirement pensions from the annuitisation of the insurance proceeds are paid out at the time the benefits are due, generally from the age of 65, but at the earliest from the age of 60.

In the case of the occupational disability provision and survivor's benefits, basic amounts are provided through the pension commitments via Valida Pension AG as a minimum pension. In the case of pension liability insurance, the amount of the benefits corresponds to the annuitisation of the insurance proceeds from the policies taken out.

The pension amounts of the Management Board members with pension entitlements vis- à-vis Valida Pension AG are exclusively guaranteed at the time of arising (at a mark-down if the pension accrual occurs before the age of 65).

The pension scheme at Valida Pension AG is funded by the company for the duration of the mandate through regular premium payments for the individual Management Board members; for the pension liability insurance, the company makes premium payments to UNIQA Österreich Versicherungen AG in accordance with a standard pension tariff of 20 per cent of the annual fixed remuneration during the term of the Management Board mandate.

In the case of pension commitments via Valida Pension AG, compensation payments are incurred to guarantee the pension amount at the point in time of arising if members of the Management Board resign before reaching 65 years of age (calculated duration of premium payments to avoid over-financing). Furthermore, if the investment result of Valida Pension AG is below the underlying assumed interest rate there may be compensation payments.

In addition to the remuneration of the members of the Management Board listed under 2.2, €896 thousand (2021: €1,059 thousand) was paid for pension commitments via Valida Pension AG and for pension liability insurance with UNIQA Österreich Versicherungen AG (see Footnote 1) to the following table).

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