Uniqa Insurance : Report of the Management Board 04.05.2023

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

Report

of the Management Board of

UNIQA Insurance Group AG

with its registered office in Vienna

on the authorization of the Management Board

to sell, subject to approval by the Supervisory Board, own shares bought

back other than on the stock exchange or by public offering

Andreas BRANDSTETTER, born 23 June 1969 Chairman of the Management Board

c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustrasse 21

Peter EICHLER, born 18 April 1961 Member of the Management Board c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

Wolf-Christoph GERLACH, born 18 May 1979 Member of the Management Board

c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

Peter HUMER, born 19 July 1971 Member of the Management Board c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

Wolfgang KINDL, born 25 April 1966 Member of the Management Board c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

Rene KNAPP, born 4 January 1983 Member of the Management Board c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

Erik LEYERS, born 17 December 1969 Member of the Management Board c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

Sabine PFEFFER, bron 5 December 1972 Member of the Management Board

c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustraße 21

and

Kurt SVOBODA, born 12 April 1967 Member of the Management Board c/o UNIQA Insurance Group AG

1029 Vienna, Untere Donaustrasse 21

herewith submit the following report of the Management Board of UNIQA Insurance Group AG, with its registered office in Vienna, to the 24th Annual General Meeting of UNIQA Insurance Group AG on 6 June 2023 pursuant to section 65 (1b) in conjunction with section 170 (2) and section 153 (4) of the Stock Corporation Act (Aktiengesetz - AktG).

1. Based on the possibilities created by the Stock Buyback Act (Aktienrückerwerbsgesetz - AReG) to buy back own shares, the first Annual General Meeting of the Company held on 20 June 2000 decided that the Management Board be authorized, with the ap- proval of the Supervisory Board, to buy back own shares pursuant to section 65 (1.9) and (1a) of the Stock Corporation Act (as amended prior to the entry into force of the Federal Tax Code), the authorization being valid up to and including 20 December 2001.

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Since then, the authorization granted by the first Annual General Meeting of the Company to buy back own shares has been repeatedly renewed to take into account changes in legislation or changing circumstances (e.g. regarding minimum and maximum consideration to be paid and the number of no-par-value shares, given the increase in the Company`s share capital).

By resolution of the 21st Annual General Meeting on 25 May 2020, the Management Board was again authorized to buy back own shares pursuant to section 65 (1.8) and (1a) and (1b) of the Stock Corporation Act, subject to approval by the Supervisory Board, up to a maximum of 10% of the share capital, including other own shares already purchased and still held by the Company (which are to be counted toward the maximum number of own shares pursuant to section 65 (2) of the Stock Corporation Act), with the option of making repeated use of the 10% limit, on the stock exchange and over the counter, and of excluding the shareholders' right to tender proportional payment. The authorization can be exercised from 30 November 2020 up to and including 30 May 2023, i.e. for 30 months, and allows the purchase of own shares in accordance with this authorization for a minimum consideration of EUR 1.00 and a maximum consideration of EUR 15.00 per share. The authorization to purchase own shares includes the purchase of shares of the Company by subsidiaries of the Company (sec- tion 66 of the Stock Corporation Act).

Taking into account the shares bought back under share buyback programs and the acquisition of shares on the basis of universal succession as well as shares subsequently resold, UNIQA currently holds 2,034,739 treasury shares, of which 1,215,089 shares are held by UNIQA Österreich Versicherungen AG, representing 0.66% of the share capital of the Company of EUR 309,000,000.00. The portfolio of treasury shares held by the Company comprises 819,650 shares and has been unchanged since 16 October 2008. The 1,215,089 shares held by UNIQA Österreich Versicherungen AG result from the merger of BL Syndikat Beteilgungs Gesellschaft m.b.H. as the transferring company with the Company as the receiving company (payout of the portfolio of UNIQA shares to the shareholders of BL Syndikat Beteiligungs Gesellschaft m.b.H.). These shares do not count toward the maximum number of treasury shares allowed (section 65 (1.3) and (1.5) of the Stock Corporation Act).

The Management Board will propose that the 24th Annual General Meeting of the Company on 6 June 2023 renew the authorization granted to the Management Board to buy back own shares, subject to approval by the Supervisory Board, pursuant to

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section 65 (1.8) and (1a) and (1b) of the Stock Corporation Act, up to a maximum of 10% of the share capital, including other treasury shares already bought back and still held by the Company (which are to be counted toward the maximum number of own shares allowed pursuant to section 65 (2) of the Stock Corporation Act), with the option of making repeated use of the 10% limit, on the stock exchange and over the counter, also excluding the shareholders' proportional tender option. The authorization can be exercised from 6 June 2023 up to and including 6 December 2025, i.e. over a period of 30 months, for the purchase of own shares at a price of not less than EUR 1.00 and not more than EUR 15.00 per share. The authorization to buy back own shares also includes the purchase of shares of the Company by subsidiaries of the Company (sec- tion 66 of the Stock Corporation Act).

The Company's own shares are to be allowed to be sold, subject to approval by the Supervisory Board, within a period of five years from the date of authorization, other than on the stock exchange or by public offering, namely (i) for the purpose of implementing an employee participation program, either including members of the Management Board and/or senior employees or exclusively for members of the Management Board and/or senior employees, or for a stock option plan for employees, either including members of the Management Board and/or senior employees or exclusively for members of the Management Board and/or senior employees of the Company and, if so decided, of affiliated companies, including, if applicable, through transfer to an employee participation foundation within the meaning of section 4d (4) of the Income Tax Act, or (ii) as transaction currency for the acquisition of companies, establishments, parts of establishments or participating interests in one or several companies in Austria or abroad, or (iii) for an over-allotment option (greenshoe option) or (iv) for the adjustment of fractional amounts.

The Management Board is to be authorized to cancel own shares bought back, subject to approval by the Supervisory Board, without further authorization to be granted by the Annual General Meeting, and the Supervisory Board is to be authorized to adopt amendments to the Articles of Association required as a result of the cancellation of shares.

In view of the possibility of selling own shares of the Company other than on the stock exchange or by public offering, the Management Board has to submit a written report to the Annual General Meeting pursuant to section 65 (1b) in conjunction with section 170

(2) and section 153 (4) of the Stock Corporation Act.

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1. In accordance with the proposal submitted by the Management Board, the Manage- ment Board of the Company is authorized to buy back own shares exclusively with the approval of the Supervisory Board, and to sell own shares bought back other than on the stock exchange or by public offering exclusively with the approval of the Superviso- ry Board of the Company.
2. Apart from the possibility of selling purchased own shares on the stock exchange or by public offering, in which case equal treatment of all shareholders and the possibility for each UNIQA shareholder to buy UNIQA shares is to be guaranteed (section 65 (1b) of the Stock Corporation Act), the possibility of selling purchased own shares, in certain cases and with the approval of the Supervisory Board, other than on the stock ex- change or by public offering is to be provided for.
   The sale of own shares other than on the stock exchange or by public offering would be possible, inter alia, in connection with an employee participation program.
   An employee participation program can also be designed as a stock option plan. The employee participation program or the stock option plan can be designed so as to in- clude members of the Management Board and/or senior employees. It is also possible to implement an employee participation program or a stock option plan exclusively for members of the Management Board and/or senior employees. An employee participa- tion program or stock option plan can be introduced for members of the Management Board and/or senior employees and/or employees of the Company and/or of affiliated companies. Moreover, the transfer of shares, if applicable, to an employee participation foundation in the meaning of section 4d (4) of the Income Tax Act is to be possible.
   For the time being, UNIQA does not have an employee participation program or stock option plan of the type described above. The employee program introduced on the oc- casion of the re-IPO in 2013 made it possible for eligible employees (not including Management Board members) to subscribe to new shares from the capital increase without exclusion of the subscription right. The remuneration for Management Board members (including the long-term incentive designed as share-based remuneration with cash settlement) is described in the remuneration policy established by the Super- visory Board in 2020 and/or in the annual remuneration reports.
   If an employee participation program or a stock option program is introduced, the fol- lowing considerations apply:

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