Uniqa Insurance : Further information about shareholders' rights 02.05.2024

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

UNIQA Insurance Group AG

Further Information about the Rights of Shareholders

pursuant to Sections 109, 110, 118 and 119 of the Stock Corporation Act

1. Request for items to be put on the agenda (Section 109 Stock Corporation Act)

"(1) Shareholders who collectively hold five percent of the share capital may request in writing that items be put on the agenda of the next Annual General Meeting and be circulated. Any agenda item must be accompanied by a proposal for a resolution and an explanatory statement. The articles of association may lay down less stringent form requirements or permit a lower interest in the share capital. The applicants must have held their shares for at least three months prior to their request.

1. A request pursuant to paragraph 1 will be considered if it is received by the Company no later than on the 21st day prior to an ordinary Annual General Meeting (Section 104) or no later than on the 19th day prior to the Annual General Meeting. If the Company does not receive such a request in good time to allow the inclusion of items into the original agenda, it is sufficient if the amended agenda is notified in the same manner as the original agenda no later than on the 14th day prior to the Annual General Meeting. However, a listed company has to issue the notice pursuant to Section 107 (3) no later than on the second business day after expiry of the deadline referred to in the first sentence, and it has to publish the supplemented agenda along with a statement of reasons from that day onwards on its website as registered in the Companies Register. In all other respects, Section 108 (3) through (5) applies mutatis mutandis."

Explanatory note:

Only shareholders that (i) acquired their shares at least three months prior to a request and (ii) collectively hold at least 5% of the share capital may have additional items put on the agenda. Every agenda item must be accompanied by a proposal for a resolution and an explanatory statement.

The request must be received by the Company on or before the 21st day prior to the Annual General Meeting; for the 25th Annual General Meeting to be held on 03 June 2024, the cut-off date is 13 May 2024.

2. Shareholders' Proposals for Resolutions (Section 110 Stock Corporation Act)

"(1) Shareholders of a listed company who together hold one percent of the share capital may send the Company proposals for resolutions in text form in respect of each item on the agenda and request that such proposals, including the names of the requesting shareholders, the reasons for the request, and a statement, if any, by the Management Board or the Supervisory Board be made available on the Company's website as registered in the Companies Register. The articles of association may permit a lower stake in the share capital. A request will be considered if it is received by the Company no later than on the seventh business day prior to the Annual General Meeting. The Company is required to meet that request no later than on the second business day after receipt, unless in cases in referred to in paragraph 4. Section 108 (4) last sentence applies mutatis mutandis.

1. If a request concerns a proposal for the election of a member of the supervisory board, the reasoning is replaced by a statement issued by the proposed individual pursuant to Section 87 (2). In companies to which Section 86 (7) applies, the Company also has to indicate how many seats on the supervisory board must be held by women and men in order to meet the minimum quota required pursuant to Section 86 (7) and if objections pursuant to Section 86 (9) have been raised.
2. The Company must open at least one form of electronic communication for the submission of proposals for resolutions, which must not be subject to formal requirements other than those necessary and appropriate for the identification of the shareholders concerned and the content of their proposals. Unless the articles of association provide for any other such form of communication, proposals for resolutions may be submitted by fax.
3. A proposal for a resolution need not be published on the Company's website if
4. 1. it does not contain a statement of reasons or the declaration pursuant to Section 87 (2),
   2. it would lead to a resolution of the Annual General Meeting that is incompatible with the law or the terms of the articles of association,
   3. a proposal based on the same circumstances has already been published pursuant to paragraph 1,
   4. it objectively qualifies as libel (Section 111 Criminal Code) or insult (Section 115 Criminal Code) or if its publication by the Management Board would constitute a criminal offense, or
   5. the shareholders declare that they will not participate in and will not be represented at the Annual General Meeting.

The statement of reasons need not be published if it comprises more than 5,000 characters and if it gives rise to an offense described in paragraph 4. If several shareholders submit proposals for resolutions on the same agenda item, the Management Board may combine their proposals and statements of reason.

1. The articles of association of a non-listed company may provide that proposals for resolutions by the shareholders be published prior to the Annual General Meeting. Unless provided otherwise, paragraphs 1 through 4 apply mutatis mutandis.
2. The Company is not liable for any damage arising merely from the fact of publishing proposals for resolutions made by shareholders."

Explanatory note:

Pursuant to Section 110 of the Stock Corporation Act, shareholders who together hold 1% of the share capital may send to the Company prior to the Annual General Meeting proposals for resolutions in text form (no signature required, please see below the last sentence of this explanatory note) in respect of each item on the agenda and request that such proposals, including the names of the requesting shareholders, the reasons given for the request, and a statement, if any, by the Management Board or the Supervisory Board be made available on the Company's website.

A request will be considered only if it is received by the Company no later than on the seventh business day prior to the Annual General Meeting; for the 25th Annual General Meeting held on 03 June 2024, the cut-off date is 22 May 2024.

The proposal for a resolution must be accompanied by a statement of reasons, must not lead to a resolution which is incompatible with the law or the terms of the articles of association, and must not objectively qualify as libel (Section 111 Criminal Code). The Management Board may combine several similar requests.

Such proposal for a resolution is to be put to the vote at the Annual General Meeting only if the proposed resolution is repeated as a motion at the Annual General Meeting (Section 119 (2) of the Stock Corporation Act).

For clarification: Since the entry into force of the 2009 Stock Corporation Amendment Act, the Stock Corporation Act has distinguished between written form and text form. Written form means that the document must bear the personal or corporate signature of each shareholder proposing the resolution or, if sent by email, a qualified electronic signature or, if transmitted via SWIFT as message type MT598 or MT599, the ISIN AT0000821103 in the text. If text form within the meaning of Section 13 (2) of the Stock Corporation Act is required for explanatory notes, the statement must be submitted in the form of a deed or any other from suited for permanent reproduction of written characters, the author of the statement must be named, and the end of the statement must be rendered recognizable through a facsimile of the signature or by other means; text form does not require the personal signature.

3. Right to Information (Section 118 Stock Corporation Act)

"(1) Every shareholder must receive information about the Company's affairs at the Annual General Meeting upon his or her request, if such information is necessary to properly evaluate an item on the agenda. That right to information includes also the legal and business relations of the Company with an affiliated company.

Whenever the consolidated accounts and the consolidated management report are presented at the Annual General Meeting of a parent company (Section 189a point 6 Austrian Company Code), that right to information also concerns the affairs and conditions of the group and of the consolidated entities.

1. Information shall be provided pursuant to the principles of conscientious and accurate reporting.
2. Information may be withheld if and when
3. 1. based on sound business judgment, it is likely to cause the Company or any of its affiliates a significant drawback, or
   2. if the provision of such information would constitute a criminal offense.
4. Information may also be withheld if it was available on the Company's website as registered in the Companies Register for at least seven consecutive days prior to the commencement of the Annual General Meeting in the form of questions and answers; Section 108 (4), last sentence applies mutatis mutandis. The reason why such information is withheld must be given."

Explanatory note:

Every shareholder must receive information about the Company's affairs at the Annual General Meeting upon his or her request, if such information is necessary to properly evaluate an item on the agenda.

Every shareholder attending the Annual General Meeting is entitled to such information. Not only the shareholders themselves, but also their legal or authorized representatives are entitled to such information. Shareholders whose membership rights are dormant (Sections 51 (3), 65 (5) Stock Corporation Act) are not entitled to such information.

Except for the cases described in Section 118 (4) Stock Corporation Act, information has to be provided at the Annual General Meeting pursuant to the principles of conscientious and truthful reporting.

4. Motions introduced at the Annual General Meeting (Section 119 Stock Corporation Act)

1. "(1) Shareholder, the Management Board and the Supervisory Board have the right to introduce motions on any items on the agenda of the Annual General Meeting. Resolutions on subjects of deliberation at the meeting that have not been communicated in due course as agenda items are not allowed. A decision on a motion introduced during the meeting to convene a general meeting and deliberations that do not lead to the adoption of a resolution do not require prior communication.

2. Unless stated otherwise in the articles of association, a vote on a proposed resolution communicated pursuant to Section 110 (1) is to be taken only if the proposed resolution is repeated as a motion during the meeting.

1. If several motions have been introduced on one agenda item, a vote is first to be taken on motions in respect of votes were already cast before the beginning of the Annual General Meeting by way of remote voting or by letter. In the absence of a specific rule in the articles of association, the chairperson shall decide on the order of voting."

Explanatory note:

During the Annual General Meeting, motions can be introduced on any agenda item. Resolutions on subjects of deliberation that have not been communicated in due course as agenda items are not allowed. In the absence of provisions to the contrary in the Articles of Association of UNIQA, a vote on a resolution proposed by a shareholder (or a group of shareholders) introduced pursuant to Section 110 (1) of the Stock Corporation Act is to be taken only if the proposed resolution is repeated as a motion at the Annual General Meeting. The chairperson determines the order of voting.