2024 VIG Holding Remuneration Policy

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe

Remuneration Policy

The following remuneration policy of Vienna Insurance Group AG Wiener Versicherung Gruppe has been prepared by the Supervisory Board Committee for Managing Board Matters and approved by the Supervisory Board.

The remuneration policy will become effective upon the passing of a resolution in the 33rd Annual General Meeting of Vienna Insurance Group AG Wiener Versicherung Gruppe.

The remuneration policy must be submitted to the General Meeting at least every four financial years as well as in the case of any material changes.

1.4 Review and update

The Supervisory Board Committee for Managing Board Matters considers the appropriateness of the Managing Board's remuneration on a regular basis, taking into account the

• size and complexity, considering the
• specific management strategy of Vienna Insurance Group, which providesinter alia that the Managing Board is directly responsible for the management of subsidiaries due to its direct responsibility for the respective country, and the
• general remuneration level of the market and within the Company.

The Committee is entitled to instruct (external) advisors at its discretion as and when required.

If this remuneration policy must be amended or adjusted, the Supervisory Board Committee for Managing Board Matters will provide the Supervisory Board with proposals to be submitted in the Annual General Meeting.

Resolutions of the Supervisory Board and the Supervisory Board Committee for Managing Board Matters in connection with the remuneration of members of the Managing Board must be based on this remuneration policy. For any possible deviations from this policy, see clause 2.4.

2. REMUNERATION PRACTICES

2.1 General principles

2.1.1 Term of management agreements with the members of the Managing Board

The term of the management agreement with a Managing Board member corresponds to the respective term of office and cannot exceed five years. If a member of the Managing Board is reappointed, the respective management agreement is extended for the duration of the reappointment.

2.1.2 Required amendments

In general, contracts are subject to the principle "pacta sunt servanda" (i.e. agreements must be observed). However, since 2016, management agreements with members of the Managing Board include the provision that they must be interpreted in compliance with the respective applicable legal and regulatory provisions, in particular the (Austrian) Stock Corporation Act (AktG), the regulatory framework under Solvency II, the Austrian Code of Corporate Governance, and all other relevant provisions applicable to the Company, including any internal Company guidelines. If required, the management agreements must be amended accordingly. The respective member of the Managing Board must consent to any amendments if and to the extent this is required to comply with such provisions.

2.1.3 Measures to mitigate the risk of conflicts of interest

This remuneration policy aims to mitigate the risk of potential conflicts of interest of members of the Managing Board as follows:

1. Sustainability:
   Sustainability requirements (see clause 2.2.2. a) in connection with variable remuneration prevent a work ethic which merely focuses on short-term optimisation.
2. Targets specified for variable remuneration must be balanced:
   The financial targets for a bonus include a revenue component but are predominantly based on profitability and income. This discourages members of the Managing Board from only generating revenue without consideration of any negative impact on the income situation.

2.1.4 Terms applicable to the remuneration of the Company's employees

In the course of the development of the remuneration policy, the following standard terms offered to employees by the Company have been taken into account, in particular:

• The remuneration of approximately 70% of the Company's employees is based on a combination of fixed and variable remuneration.
• The variable remuneration of Board minus 1 executive employees is subject to a sustainability-oriented deferral rule. This sustainability requirement also applies to members of the Managing Board (see clause 2.2.2. a).
• Subject to applicable law and/or applicable collective bargaining agreements, the Company's employees are entitled to a severance payment in accordance with clause 2.3.2.
• The Company's employees are entitled to paid annual leave as well as paid sick leave. In addition, they are entitled to social benefit payments (betriebsfürsorgerische Leistungen) in accordance with applicable law and/or collective bargaining agreements.
• Subject to the applicable Company-internal provisions, the Company's employees are entitled to an anniversary bonus after 25, 35 and 45 years of service.

2.2 Remuneration of members of the Managing Board

The remuneration of members of the Managing Board consists of the following components:

2.2.1 Fixed remuneration

The fixed remuneration is a specific amount owed to a member of the Managing Board and is specified in the respective management agreement. This amount is the annual gross salary and is paid in instalments. The fixed remuneration must be of a sufficient amount to prevent a member of the Managing Board from predominantly depending on the variable remuneration. The fixed remuneration of the members of the Managing Board who were active on 31 December 2019 will be adjusted on an annual basis in proportion to the salary of the employees of the Company. The remuneration of the members of the Managing Board appointed as from 1 January 2020 is not subject to such automatic adjustment.

1. 2.2.2 Variable remuneration

2. Contractually agreed bonus if targets are achieved

Nature

The contractually agreed bonus is an amount specified in the management agreement and owed to a member of the Managing Board if certain predefined annual performance and/or success criteria are achieved.

Basic requirements and repayment claim (claw back)

The terms of the management agreement relating to the payment of a bonus to a member of the Managing Board are subject to mandatory domestic law, international law, or administrative provisions, as well as the Austrian Code of Corporate Governance. If a bonus or a part thereof is paid and it subsequently becomes apparent that the underlying data were incorrect, the respective member of the Managing Board must repay the (affected part of the) bonus upon request.

Minimum requirements (thresholds)

A bonus is only paid in connection with specific target areas if the minimum requirements specified in advance have been satisfied. If the minimum requirements specified for a specific target area are not satisfied, a member of the Managing Board is not entitled to the respective performance-based remuneration unless the Supervisory Board Committee for Managing Board Matters confirms that the plan specified by the Supervisory Board could not have been achieved due to material circumstances beyond reasonable control.

Caps (see also clause 2.2.5. a)

The bonus is capped irrespective of a target achievement of more than 100% (see lit. b) either by agreeing or promising a maximum amount or by limiting the amount in any other way, for example by agreeing or promising a specific percentage of the fixed remuneration.

Targets

The targets for the Managing Board must be challenging and transparent.

In general, the mandatory KPIs for the target achievement are specified together with Group Planning annually in advance for each year.

The contractually agreed bonus is subject to financial and non-financial targets. At a minimum, financial targets take into account the Group's profit and loss, its profitability, and development of sales. For example, the following items can be used as KPIs in connection with the target achievement:

• earnings target,
• revenue target,
• non-financialtargets regularly take into account a factor relating to diversity and/or the awareness of corporate social responsibility.

At least one of the targets for a contractually agreed bonus must be independent or must be a target that can be assessed independently from other targets.

1. Specific remuneration for specific targets

In the course of the determination of the targets and other criteria for the payment of a bonus, the Supervisory Board Committee for Managing Board Matters can also announce specific targets and a corresponding a corresponding extraordinary variable remuneration, respectively payments for all or individual members of the Managing Board in advance (for example, for the overfulfilment of targets, country-specific targets, or in connection with a specific strategic orientation). Specific remuneration based on the satisfaction of criteria specified in advance is also subject to sustainability requirements.

1. Monetary awards

In exceptional cases, the Supervisory Board Committee for Managing Board Matters can also grant monetary awards for extraordinary performance of the Managing Board or its individual members with retrospective effect to the extent such performance is not subject to a bonus (lit. a) or a specific remuneration (lit. b). Any monetary awards will be specifically disclosed in the remuneration report.

1. Long Term Incentive Program (LTIP)

An LTIP within the meaning of an additional remuneration subject to a target achievement over multiple business years ensures that the members of the Managing Board act in a sustainable manner. In this regard, the Company's remuneration policy implements sustainability requirements by providing for a deferred payment of a percentage of the bonus (see lit. a) and currently does not include any additional remuneration components.

1. Share-basedremuneration

Currently, the remuneration of the Managing Board does not include any share-based remuneration such as stock options or phantom stocks. However, the Supervisory Board or the Supervisory Board Committee for Managing Board Matters may introduce a share-based remuneration programme for the Managing Board. In this case the remuneration policy must be amended accordingly.