Uniqa Insurance : Resolutions proposed by the Supervisory Board 02.05.2024

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 Supervisory Board

1. 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.
2. 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 Supervisory 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

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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 Supervisory 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

The Audit Committee of the Supervisory Board recommended to the Supervisory Board that PwC Wirtschaftsprüfung GmbH be elected auditor of the non-consolidated and consolidated financial statements for the year ending 31 December 2025. The auditor proposed for election provided the information specified in section 270 of the Austrian Company Code and Rule 80 of the Corporate Governance Code, confirming its authority to audit a stock corporation and the absence of reasons for exclusion. It provided a statement of the total fee received from the Company in the previous business year, broken down by type of service, confirmed that it participates in the external quality assurance system established on the basis of the Auditor Oversight Act (including its registration in the public register of the Auditor Oversight Authority), and disclosed and documented all circumstances that could give rise to a concern of bias or lead to exclusion (such circumstances do not exist), and has taken all the necessary measures to ensure an independent and unbiased audit.

Based on a recommendation of the Audit Committee, the Supervisory Board of the Company further proposed that PwC Wirtschaftsprüfung GmbH be elected (in anticipation) auditor of the sustainability reports for the business year 2024 and the business year 2025. The Management Board supports the anticipatory proposal. Directive (EU) 2022/2464 regarding corporate sustainability reporting has not yet been transposed into national law. Transposition is expected in the course of the 2024 business year. In accordance with the foreseeable development of the law, the auditor, as a matter of principle, is to be elected before the beginning of the business year to be audited. However, based on a special provision, the auditor of the sustainability report for the 2024 business year is to be elected in the course of the 2024 business year. This circumstance accounts for the submission of a conditional proposal of a resolution. The auditor proposed meets the foreseeable requirements.

Based on the recommendation issued by the Audit Committee of the Supervisory Board, the Supervisory Board of the Company proposes pursuant to section 108 (1) of the Stock Corporation Act that the Annual General Meeting adopt the following resolutions:

"PwC Wirtschaftsprüfung GmbH shall be elected auditor of the non-consolidated and consolidated financial statements for the year ending 31 December 2025. PwC

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Wirtschaftsprüfung GBH shall (by anticipation) be elected auditor of the sustainability reports for the business years 2024 and 2025."

1. 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 Supervisory 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."
2. Item 6 of the Agenda
   Resolution on the Remuneration Policy
   The Supervisory Board of a listed company has to determine the principles governing the remuneration of the members of the Management Board and the members of the Supervisory Board (remuneration policy) pursuant to section 78b of the Stock Corporation Act (Management Board) and pursuant to section 98a of the Stock Corporation Act (Supervisory Board).The remuneration policy has to be submitted to the Annual General Meeting of a listed company at least every fourth business year and in the event of material changes of that policy. The vote on the remuneration policy is deemed to be a recommendation and the resolution adopted cannot be challenged.
   At its meeting on 10 April 2024, the Supervisory Board redrafted the Remuneration Policy adopted at the 21st Annual General Meeting on 25 May 2020, based on the proposal of Committee for Board Affairs that acts as Remuneration Committee. This revised Remuneration Policy is to be submitted to a vote at the 25th Annual General Meeting on 3 June 2024 and replaces the Remuneration Policy adopted at the Annual General Meeting of the Company on 25 May 2020.
   Pursuant to section 78b of the Stock Corporation Act, the Supervisory Board proposes that the Annual General Meeting adopt the following resolution:

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"The amended Remuneration Policy for the members of the Management Board and the members of the Supervisory Board, submitted to the Annual General Meeting, as attached to this proposed resolution as Enclosure 2 (and available on the website of the Company entered in the Companies Register), shall be adopted."

7. Item 7 of the Agenda

Resolution on the daily allowances and the remuneration of the members of the Supervisory Board

The Supervisory 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 for the 2023 business year shall amount to a total of EUR 1,180,000.00, the distribution among the individual members of the Supervisory Board being 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,

1. 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,
2. 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

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1. 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 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 Supervisory 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,

1. 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,
2. 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
3. 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,

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1. 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,
2. 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
3. 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

Having reached the age limit laid down in Art.7 para.3 of the Articles of Association of the Company, Dr. Christian Kuhn, born on 03 February 1954 will resign from the Supervisory Board of the Company as of the end of the 25th Annual General Meeting of the Company on 3 June 2024.

The Supervisory Board presently consists of ten members elected by the Annual General Meeting. The number of members elected by the Annual General Meeting is to remain unchanged. On account of the expiry of the term of office of Dr. Christian Kuhn, a member of the Supervisory Board has to be elected in order to again reach the number of ten members of the Supervisory Board elected by the Annual General Meeting.

Pursuant to section 86 (7) of the Stock Corporation Act, the supervisory board of a listed company has to comprise at least 30% women and at least 30% men if the supervisory board consists of at least six capital representatives and the workforce consists of at least 20% employees. These prerequisites are met by UNIQA Insurance Group AG. Based on its current and proposed composition, the Supervisory Board of

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UNIQA Insurance Group AG has to comprise at least five women and at least five men (calculated on the basis of fifteen Supervisory Board members, i.e. ten capital representatives and five employee representatives) in order to meet the minimum quotas required pursuant to section 86 (7) of the Stock Corporation Act. In this election to the Supervisory Board, the minimum quotas of women and men on the Supervisory Board must be met in their entirety. An objection to full compliance with the minimum quotas pursuant to Section 87 (9) of the Stock Corporation Act was not expressed. At present, the minimum quotas are fulfilled. The Supervisory Board of the Company comprises five women and ten men. The candidate proposed for election to the Supervisory Board is a woman (replacing the man stepping down from the Supervisory Board). In the event of the candidate's election to the Supervisory Board, the Supervisory Board of UNIQA Insurance Group AG will consist of six women and nine men, thus comprising at least 30% each of women and men.

Candidates for election to the Supervisory Board are proposed in compliance with the requirements of the Corporate Governance Code. The principles set out in section 87 (2a) of the Stock Corporation Act, in particular the requirements of professional and personal qualification, a balanced composition of the Supervisory Board in terms of expertise represented, diversity, internationality and a clean criminal record, have been complied with.

The candidate proposed for election, i.e. Prof. DDr. h.c. Monika Henziger (see below), submitted the declaration pursuant to section 87 (2) of the Stock Corporation Act regarding her qualifications and her professional or comparable functions, and stating that there are no circumstances that could give rise to a concern of bias. The declaration pursuant to section 87 (2) of the Stock Corporation Act, which is herewith referred to, was published on the website of the Company and is attached to this proposed resolution (candidacy for election) as Enclosure 3.

Moreover, the candidate confirmed her knowledge of the provisions of the Austrian Stock Exchange Act, the Market Abuse Regulation (Regulation (EU) No 596/2014) and UNIQA's internal compliance policy to prevent market abuse, and stated her willingness to comply with the principles of the Corporate Governance Code acknowledged by the Company. In line with the criteria of independence laid down by the Supervisory Board, the candidate proposed declared to be independent. Prof. DDr. h.c. Monika Henzinger meets the criteria of Rule 54 of the Corporate Governance Code for companies with a free float of more than 20%. The CV of the candidate proposed has been published on the website of the Company.

The Annual General Meeting is bound by the proposal for election on the basis of the provisions referred to in the following. A candidate proposed by the Supervisory Board for election to the Supervisory Board, including his/her declaration pursuant to section 87 (2) of the Stock Corporation Act, must be published and made accessible on the website of the Company on or before the 21st day prior the Annual General Meeting, i.e. no later than 13 May 2024. Candidacies proposed by shareholders pursuant to section 110 of the Stock Corporation Act, which must be received by the Company in text form no later than 22 May 2024, including the declarations pursuant to section 87

1. of the Stock Corporation Act for each person proposed, have to be published on the
   Company's website no later than two working days after receipt (with the exceptions provided for in section 110 (4) of the Stock Corporation Act). Pursuant to section 87 (6)

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of the Stock Corporation Act, candidates for election to the Supervisory Board, including their declarations pursuant to section 87 (2) of the Stock Corporation Act for

each person proposed, have to be published on the Company's website no later than

on the fifth working day before the Annual General Meeting, failing which the person(s) concerned must not be included in the vote. Further details and the prerequisites for such candidacies proposed by shareholders to be taken into account pursuant to section 110 of the Stock Corporation Act are contained in the convocation to the 25th Annual General Meeting (reference to shareholder rights pursuant to section 106 (5) of the Stock Corporation Act) and the document on Further information on shareholder

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

Pursuant to section 108 (1) and (2) of the Stock Corporation Act and considering section 86 (7) and (9) and section 87 (2) and (2a) of the Stock Corporation Act, the Supervisory Board of the Company proposes that the Annual General Meeting adopt the following resolution:

"Prof. Dr. Dr.h.c. Monika Henzinger, born on 22 April 1966, shall be elected member of the Supervisory Board.

The election shall be effective as of the end of the 25th Annual General Meeting for a term of office until the end of the Annual General Meeting resolving on the approval of the actions of the Management Board and the Supervisory Board for the 2026 business year. As the current number of ten members of the Supervisory Board elected by the Annual General Meeting of the Company is to remain unchanged, it follows from the expiry of Dr. Christian Kuhn's Supervisory Board mandate that a member has to be newly elected to the Supervisory Board in order to again reach the number of ten members elected by the Annual General Meeting."

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

Enclosure 2 ad Agenda item 6: Remuneration Policy

Enclosure 3 ad Agenda item 9: Declaration pursuant to section 87 (2) of the Stock Corporation Act by Prof. Dr. Dr.h.c. Monika Henzinger

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