Resolutions proposed by the Management 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 Management 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 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

1. 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.

2. 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."
3. 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:

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),

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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,

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,

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

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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

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).

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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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.

Overview of key figures 2019-2022

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