Proposed Resolutions – Supervisory and Management Boards

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

UNIQA Insurance Group AG

23rd Annual General Meeting on 23 May 2022

Joint resolutions proposed by the Management Board and the Supervisory Board

(with the exception of Agenda Item 4 and Item 7, under which a resolution is proposed exclusively 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 2021, 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 2021 financial 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 2021

  Pursuant to Section 108 (1) of the Stock Corporation Act, the Management Board and the Supervisory Board of the Company propose that the Annual General Meeting adopt the following resolution:

  "The net profit for the 2021 financial year in the amount of EUR 171,031,286.15 shall be appropriated as follows: Distribution of a dividend of EUR 0.55 for each no-par-value share carrying dividend rights (309,000,000 no-par-value shares in circulation as of 31 December 2021, less treasury shares held directly by the Company on the day the resolution is adopted), representing a share of EUR 1.00 each 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 fiscal year 2021

  Pursuant to Section 108 (1) of the Stock Corporation Act, the Management Board and the Supervisory Board of the Company propose that the Annual General Meeting adopt the following resolution:

  "The actions of the members of the Management Board of the Company (in the 2021 financial year) shall be approved for the 2021 financial year."

  Pursuant to Section 108 (1) of the Stock Corporation Act, the Management Board and the Supervisory Board of the Company further propose that the Annual General Meeting adopt the following resolution:

  "The actions of the members of the Supervisory Board of the Company (in the 2021 financial year) shall be approved for the 2021 financial year."

• 4. Item 4 of the Agenda

  Election of the auditor of the Non-consolidated and Consolidated Financial Statements for the 2023 financial year

  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 2023. 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 financial 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 which could give rise to a conceof bias or lead to exclusion (such circumstances do not exist), and has taken all the necessary measures to ensure an independent and unbiased audit. PwC Wirtschaftsprüfung

  GmbH audited the non-consolidated and consolidated annual financial statements of

  UNIQA Insurance Group AG for the first time for the year ended on 31 December 2013. The Audit Committee submitted its proposal for the election of the auditor for the 2023 financial year after a public tender process (pursuant to Section 270a point 1 of the Austrian Company Code).

  Based on the proposal of 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 resolution:

  "PwC Wirtschaftsprüfung GmbH shall be elected auditor of the Non-consolidated and Consolidated Financial Statements for the year ending 31 December 2023."

• 5. Item 5 of the Agenda

  Resolution on the Remuneration Report indicating the remuneration of the Management Board and the Supervisory Board for the 2021 financial year

  The Management Board and the Supervisory Board of a listed company have to draw up a clear and comprehensible remuneration report indicating 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 last financial year 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 7 April 2022, the Management Board and the Supervisory Board of the Company adopted the Remuneration Report for the 2021 financial year. The Remuneration Report is available on the website of the Company, as entered in the Companies Register (and attached to this proposed resolution).

  The Management Board and the Supervisory Board of the Company propose pursuant to Section 108 (1) of the Stock Corporation Act that the Annual General Meeting adopt the following resolution:

  "The Remuneration Report indicating the remuneration of the Managing Board and the

  Supervisory Board for the 2021 financial 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."

• 6. Item 6 of the Agenda

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

  The Management Board and the Supervisory Board of the Company propose 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 835,000.00 for the 2021 financial 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 a EUR 500.00 per meeting and per participating member of the Supervisory Board."

• 7. Item 7 of the Agenda

  Election of a member of the Supervisory Board

  Mr. Martin Grüll announced his intention to step down from his position as a member of the Supervisory Board of the Company effective as of the end of the 23rd Annual General Meeting of the Company on 23 May 2023.

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 toremain unchanged. On account of the termination of Mr. Martin Grüll's Supervisory

Board mandate, one member has to be newly elected to the Supervisory Board in order to again attain 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 least 20% employees. These prerequisites are met by UNIQA Insurance Group AG. Based on its current composition, the Supervisory Board 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 man (to replace a man resigning from the Supervisory Board), so that in the event of the candidate's election, theSupervisory Board of UNIQA Insurance Group AG would consist of five women and ten men, thus comprising at least 30% each of women and men.

The candidate proposed for election to the Supervisory Board has been selected 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 requirement 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. Mr. Klaus Buchleitner (see below), submitted the declaration required pursuant to Section 87 (2) of the Stock Corporation Act, listing his professional qualifications as well as professional or similar positions held and stating that there are no circumstances that might give rise to a conceof bias. The respective declaration pursuant to Section 87 (2) of the Stock Corporation Act herewith referred to has been published on the website of the Company and is annexed to this proposed resolution (proposal for election) as Enclosure ./2. Furthermore, the candidate confirmed his knowledge of the provisions of the Austrian Stock Exchange Act, the Market Abuse Regulation (Regulation (EU) No596/2014) and UNIQA's internal compliance policy to prevent market abuse, and statedhis 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 declared to be independent. The curriculum vitae 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. The candidate proposed by the Supervisory Board for election to the Supervisory Board, including his 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 21stday prior the Annual GeneralMeeting, i.e. no later than 2 May 2022. 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 12 May 2022, including the declarations pursuant to Section 87 (2) of the Stock Corporation Act for each person proposed, have to bepublished 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) of the Stock Corporation Act, candidacies for election to the Supervisory Board, including the declarations pursuant to Section 87 (2) of the Stock

Corporation Act for each person proposed, have to be published on the Company'swebsite no later than on the fifth working day prior to 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 are contained in the convocation to the 23rd Annual General Meeting (reference to shareholder rights pursuant to Section 106 (5) of the Stock Corporation Act) and the document onFurther 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:

"Mr. Klaus Buchleitner, bo21 January 1964 shall be elected member of the Supervisory Board.

The election shall be effective as of the end of the 23rd 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 2022 financial 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, the termination of the Supervisory Board mandate held by Mr. Martin Grüll requires that a new member be elected to the Supervisory Board in order to again attain the number of tenmembers elected by the Annual General Meeting."

Enclosures

Enclosure 1 ad Agenda item 5: Remuneration Report indicating the remuneration of the Management Board and the Supervisory Board for the 2021 financial year

Enclosure 2 ad Agenda item 7: Declaration pursuant to Section 87 (2) of the Stock Corporation Act

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UNIQA Insurance Group AG published this content on 21 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2022 07:06:31 UTC.