UNIQA INSURANCE GROUP AG Unofficial translation from the German language - only the German language version is legally binding
UNIQA Insurance Group AG
25th Annual General Meeting on 3 June 2024
Resolutions proposed by the Management Board
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Item 1 of the Agenda
Presentation of the approved and officially adopted Non-consolidated Financial Statements and the Consolidated Financial Statements of UNIQA Insurance Group AG for the year ended 31 December 2023, the Management Report and the Group Management Report, the Consolidated Corporate Governance Report of the Management Board, the separate Consolidated Non-financial Report of the Management Board, and the profit distribution proposal of the Management Board together with the report of the Supervisory Board for the 2023 business year pursuant to Section 96 of the Stock Corporation Act
No motion or resolution to be adopted in respect of this agenda item. - Item 2 of the Agenda
Resolution on the appropriation of the net profit shown in the Company's Annual Financial Statements for the year ended 31 December 2023
Pursuant to section 108 (1) of the Stock Corporation Act, the Management Board of the Company proposes that the Annual General Meeting adopt the following resolution:
"The net profit for the 2023 financial year in the amount of EUR 176,789,324.96 shall be appropriated as follows: Distribution of a dividend of EUR 0.57 for each no-par- value share carrying dividend rights (309,000,000 no-par-value shares in circulation as of 31 December 2023, less treasury shares held directly by the Company on the day the resolution is adopted), each representing a pro-rata share of EUR 1.00 in the share capital. The residual amount shall be carried forward to new account."
3. Item 3 of the Agenda
Resolution on the approval of the actions of the members of the Management Board and the Supervisory Board of the Company for the 2023 business year
Pursuant to section 108 (1) of the Stock Corporation Act, the Management Board of the Company proposes that the Annual General Meeting adopt the following resolution:
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"The actions of the members of the Management Board of the Company (in the 2023 business year) shall be approved for the 2023 business year."
Pursuant to section 108 (1) of the Stock Corporation Act, the Management Board of the Company further proposes that the Annual General Meeting adopt the following resolution:
"The actions of the members of the Supervisory Board of the Company (in the 2023 business year) shall be approved for the 2023 business year."
4. Item 4 of the Agenda
Election of the auditor of the non-consolidated and consolidated financial statements for the 2025 business year and (anticipatory) election of the auditor of the sustainability reports for the business years 2024 and 2025
No resolution proposed by the Management Board.
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Item 5 of the Agenda
Resolution on the Remuneration Report disclosing the remuneration of the Management Board and the Supervisory Board for the 2023 business year
The Management Board and the Supervisory Board of a listed company have to draw up a clear and comprehensible remuneration report disclosing the remuneration of the members of the Management Board and the Supervisory Board pursuant to section 78c and section 98a of the Stock Corporation Act.
The remuneration report for the business year under review is to be submitted to a vote by the Annual General Meeting. The vote is deemed to be a recommendation. The resolution cannot be challenged (section 78d (1) of the Stock Corporation Act).
On 10 April 2024, the Management Board and the Supervisory Board of the Company adopted the Remuneration Report for the 2023 business year. The Remuneration Report is available on the website of the Company, as entered in the Companies Register (and is attached to this proposed resolution).
The Management Board of the Company proposes pursuant to section 108 (1) of the Stock Corporation Act that the Annual General Meeting adopt the following resolution:
"The Remuneration Report disclosing the remuneration of the Management Board and the Supervisory Board for the 2023 business year, as attached to this proposed resolution as Enclosure 1 (and available on the website of the Company entered in the
Companies Register), shall be adopted." - Item 6 of the Agenda
Resolution on the amended Remuneration Policy No resolution proposed by the Management Board.
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7. Item 7 of the Agenda
Resolution on the daily allowances and the remuneration of the members of the Supervisory Board
The Management Board of the Company proposes pursuant to section 108 (1) of the Stock Corporation Act that the Annual General Meeting adopt the following resolution:
"The remuneration of the members of the Supervisory Board shall amount to a total of EUR 1,180,000.00 for the 2023 business year. The distribution among the individual members of the Supervisory Board is subject to a resolution by the Supervisory Board. The daily allowances for members of the Supervisory Board shall be set at EUR 1.000.00 per meeting day of the Supervisory Board and per participating member of the Supervisory Board."
8. Item 8 of the Agenda
Resolution on the authorization of the Management Board, up to and including
30 June 2029:
- to increase the share capital with the approval of the Supervisory Board by a maximum of EUR 80,000,000 through the issue of up to 80,000,000 no-par value bearer shares or registered shares with voting rights against cash contributions or contributions in kind once or in several parts,
- subject to approval by the Supervisory Board, to exclude, if appropriate, the shareholders' subscription rights, provided the share capital is increased
(b.a.) for the purpose of implementing an employee participation program either including members of the Management Board and/or senior executives or exclusively for members of the Management Board and/or senior executives of the Company or a stock option plan for employees, including 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 transfer of shares to an employee participation foundation within the meaning of section 4d (4) of the Income Tax Act, or
(b.b) against contributions in kind, in particular of businesses, establishments, parts of establishments or shares in one or several companies in Austria or abroad, or
(b.c.) for an over-allotment option (greenshoe), or (b.d.) for the adjustment of fractional amounts, and - to determine, with the approval of the Supervisory Board, the type of shares to be newly issued (bearer shares or registered shares), the issue price, and the other terms and conditions of the issue (authorized capital),
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and resolution on the amendment to the Articles of Association of the Company in Art.4 para.3 in accordance with the resolution on authorized capital.
In view of the expiry of the authorization regarding the authorized capital on 30 June 2024 and with reference of the report of the Management Board published on the website of the Company and available at the Annual General Meeting, the Management Board of the Company proposes pursuant to section 170 (2) of the Stock Corporation Act in conjunction with section 153 (4) of the Stock Corporation Act, that the Annual General Meeting adopt the following resolution:
"The Management Board shall be authorized, up to and including 30 June 2029,
- to increase the share capital with the approval of the Supervisory Board by a maximum of EUR 80,000,000 through the issue of up to 80,000,000 no-par value bearer shares or registered shares with voting rights against cash contributions or contributions in kind once or in several parts,
- subject to approval by the Supervisory Board, to exclude, if appropriate, the shareholders' subscription rights, provided the share capital is increased
(b.a.) for the purpose of implementing an employee participation program either including members of the Management Board and/or senior executives or exclusively for members of the Management Board and/or senior executives of the Company or a stock option plan for employees, including 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 transfer of shares to an employee participation foundation within the meaning of section 4d (4) of the Income Tax Act, or
(b.b) against contributions in kind, in particular of businesses, establishments, parts of establishments or shares in one or several companies in Austria or abroad, or
(b.c.) for an over-allotment option (greenshoe), or (b.d.) for the adjustment of fractional amounts, and - to determine, with the approval of the Supervisory Board, the type of shares to be newly issued (bearer shares or registered shares), the issue price, and the other terms and conditions of the issue (authorized capital),
and to resolve on the amendment to the Articles of Association of the Company in Art.4 para.3 in accordance with the resolution on authorized capital, so that the provision is as follows:
The Management Board shall be authorized, up to and including 30 June 2029,
- to increase the share capital with the approval of the Supervisory Board by a maximum of EUR 80,000,000 through the issue of up to 80,000,000 no-par value bearer shares or registered shares with voting rights against cash contributions or contributions in kind once or in several parts,
- subject to approval by the Supervisory Board, to exclude, if appropriate, the shareholders' subscription rights, provided the share capital is increased
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(b.a.) for the purpose of implementing an employee participation program either including members of the Management Board and/or senior executives or exclusively for members of the Management Board and/or senior executives of the Company or a stock option plan for employees, including 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 transfer of shares to an employee participation foundation within the meaning of section 4d (4) of the Income Tax Act, or
(b.b) against contributions in kind, in particular of businesses, establishments, parts of establishments or shares in one or several companies in Austria or abroad, or
(b.c.) for an over-allotment option (greenshoe), or
(b.d.) for the adjustment of fractional amounts, and
- to determine, with the approval of the Supervisory Board, the type of shares to be newly issued (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."
9. Item 9 of the agenda
Election of a member of the Supervisory Board
No resolution proposed by the Management Board.
Enclosures
Enclosure 1 ad Agenda item 5: Remuneration Report disclosing the remuneration of the Management Board and the Supervisory Board for the 2023 business year
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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
Part A - Remuneration Report 2023 of the Management Board | 3 | |
1. | Introduction | 3 |
1.1 | General information | 3 |
1.2 | Annual change in the company's economic performance | 4 |
1.3 | The scope of the report | 5 |
2. | Components of remuneration in the 2023 financial year | 6 |
2.1 | General information | 6 |
2.2 | Remuneration components | 8 |
2.3 | D&O liability insurance | 9 |
2.4 | Company pension plan | 9 |
2.5 | Variable remuneration components | 11 |
2.5.1 | Short-term incentive | 11 |
2.5.2 | Multi-yearshare-based remuneration (long-term incentive) | 12 |
2.5.3 | Determining target achievement | 14 |
2.5.4 Payment of variable remuneration components/possible reclaiming of variable
remuneration components | 14 |
3. Average remuneration of other employees at the company on a full- time equivalent basis (conditions of remuneration and employment
for employees) | 14 |
4. Term and termination of the contracts of the members of the
Management Board | 15 |
Part B - Remuneration Report 2023 of the Supervisory Board | 16 | |
5. | General information | 16 |
6. | Remuneration components | 17 |
7. | Term of office of the Supervisory Board | 19 |
ANNEX | 20 |
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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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1.2 Annual change in the company's economic performance
The following key figures and their respective changes for each year are presented in the Annex. Reference is also made to the extensive publications on the UNIQA Insurance Group AG website.
German English
https://www.uniqagroup.com/grp/investor-relations/publications/berichte-praesentationen.de.htmlhttps://www.uniqagroup.com/grp/investor-relations/publications/reports-presentations.en.html
Overview of key figures 2019-2022
In € million | 2019 | 2020 | 2021 | 2022 |
Premiums written, including savings portions from | 5,373 | 5,565 | 6,358 | 6,605 |
unit-linked and index-linked life insurance | ||||
of which property and casualty insurance | 2,847 | 3,010 | 3,490 | 3,686 |
of which health insurance | 1,131 | 1,168 | 1,226 | 1,277 |
of which life insurance | 1,395 | 1,387 | 1,642 | 1,642 |
Insurance benefits (net) | -3,666 | -3,695 | -4,104 | -4,096 |
of which property and casualty insurance | -1,719 | -1,775 | -1,965 | -2,083 |
of which health insurance | -969 | -963 | -998 | -1,082 |
of which life insurance | -977 | -956 | -1,141 | -930 |
Operating expenses (net) | -1,407 | -1,566 | -1,649 | -1,712 |
of which property and casualty insurance | -861 | -971 | -1,038 | -1,083 |
of which health insurance | -188 | -225 | -207 | -209 |
of which life insurance | -358 | -371 | -404 | -419 |
Combined ratio after reinsurance (in per cent) | 96.4% | 97.8% | 93.7% | 92.9% |
Loss ratio (in per cent) | 64.2% | 63.2% | 61.3% | 61.1% |
Cost ratio (in per cent) | 32.2% | 34.6% | 32.4% | 31.8% |
Net investment income | 585 | 505 | 648 | 406 |
Earnings before taxes | 232 | 57 | 382 | 422 |
of which property and casualty insurance | 61 | -68 | 107 | 124 |
of which health insurance | 86 | 80 | 173 | 120 |
of which life insurance | 85 | 45 | 102 | 178 |
Consolidated profit/(loss) | 171 | 19 | 315 | 383 |
Earnings per share (in €) | 0.56 | 0.06 | 1.03 | 1.25 |
Dividend per share (in €) | 0.18 | 0.18 | 0.55 | 0.551) |
Equity (portion attributable to shareholders of | 3,368 | 3,450 | 3,304 | 2,034 |
UNIQA Insurance Group AG) | ||||
Total assets | 28,674 | 31,908 | 31,548 | 28,196 |
Operating return on equity (in per cent) | 5.4% | 0.6% | 9.3% | 14.4% |
Solvency capital requirement (SCR) ratio (in per cent) | 221% | 170% | 196% | 246% |
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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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Disclaimer
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.
