Uniqa Insurance : Consolidated Corporate Governance Report 2022 04.05.2023

Corporate Governance Report

Consolidated

Corporate

Governance

Report

UNIQA has been committed to compliance with the Austrian Code of Corporate Governance (ÖCGK) as currently amended since 2004 and publishes the declaration of conformity both in the Group report and on www.uniqagroup.com in the Investor Relations section. The Austrian Code of Corporate Governance is also publicly available at ­www.uniqagroup­.­com­ and www.corporate-governance.at.

The Corporate Governance Report and the Consolidated Corporate Governance Report of UNIQA Insurance Group AG are summarised in this report in accordance with Section 267b in conjunction with Section 251(3) of the Austrian Commercial Code.

Implementation and compliance with the individual rules in the Austrian Code of Corporate Governance, with the exception­ of Rules 77 to 83, are evaluated annually by PwC Wirtschaftsprüfung GmbH. Rules 77 to 83 of the Austrian Code of Corporate Governance are evaluated by the law firm Schönherr Rechtsanwälte GmbH. The evaluation is carried out based mainly on the questionnaire, published by the Austrian Working Group for Corporate Governance, for the evaluation of compliance with the Code. The reports on the external evaluation in accordance with Rule 62 of the Aus- trian Code of Corporate Governance can also be found at www.uniqagroup.com.

The Supervisory Board is supported by Vienna Strategy HUB GmbH with self-assessments of the Supervisory Board regarding the efficiency of its activities (Rule 36 of the Aus- trian Code of Corporate Governance).

UNIQA also declares its continued willingness to comply with the Austrian Code of Corporate Governance as currently amended.

Corporate Governance

5

Annual Financial Report 2022

Members of the Management Board

		Supervisory Board appointments or
Name	Responsible for	comparable­	functions in other domestic
and foreign companies not included in the
		consolidated financial statements
Andreas Brandstetter, Chief Executive	• Strategy & Transformation	• Member of the Supervisory Board of
Officer (CEO)	• UNIQA Ventures	STRABAG­	SE, Villach
* 1969, appointed 1 January 2002	• New Business Areas (Health/Mavie Holding)	• Member of the Supervisory Board of the
until 30 June 2024	- together with Peter Eichler	KHM Association of Museums, Vienna
	• Group General Secretary
	• Auditing
	• Customers & Markets Bancassurance
	Austria (on an interim basis from 1 January
	2023 until 31 March 2023)
	• Product Service
	• Sales Service
	• Sales Management
Peter Eichler, Personal Insurance	• Product Development - Health,
* 1961, appointed 1 July 2020	Life & Casualty
until 30 June 2024	• Health Inpatient Benefits
	• Asset Management (UCM/UREM)

• New Business Areas (Health/Mavie Holding)

- together with Andreas Brandstetter

Wolf-Christoph Gerlach, Operations	• Applications, Contracts & Customer Service
* 1979, appointed 1 July 2020	• Property-Motor Vehicle/Property/
until 30 June 2024	Casualty Insurance
	• Life & Health Outpatient Benefits
	• Business Organisation (incl. OPEX & GPO)
	• Purchasing & Administration
	• Group Service Centre (Nitra)
Peter Humer, Customers & Markets Austria	• Regional offices	• Member of the Supervisory Board of
* 1971, appointed 1 July 2020	• Retail Austria	Salzburg­	Wohnbau GmbH, Salzburg
until 30 June 2024	• Product Development & Pricing for Motor	• Member of the Supervisory Board
	Vehicles and Standard Property Business	of "Wohnungseigentum", Tiroler
	• Sales Service	gemeinnützige Wohnbaugesellschaft
	• Sales Management	m.b.H., Innsbruck
	• Corporate Austria	• Member of the Supervisory Board of
	• Product Development & Risk Engineering	Österreichische Hagelversicherung-­
	for Corporate Property Insurance	Versicherungsverein auf Gegenseitigkeit,
	• Affinity Business	Vienna (since 9 March 2022)
	• Art Insurance
	• Digitalisation
Wolfgang Kindl, Customers & Markets	• Retail International
International	• Product Development & Pricing for Motor
* 1966, appointed 1 July 2020	Vehicles and Standard Property Business
until 30 June 2024	• Sales Service
	• Sales Management

• Corporate International

• Product Development & Risk Engineering

for Corporate Property Insurance

• Major/International Brokers

• Affinity Business

• Bank International

• Product Service

• Sales Service

• Sales Management

• New Insurance Solutions

• Mergers & Acquisitions

• Performance & Change Management

International

• General Secretariat International

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Corporate Governance Report

	Number of UNIQA
Management and monitoring functions in significant subsidiaries	shares held as at
	31 December 20222
• Chairman of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	124,479 shares
• Chairman of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., Tirana
• Chairman of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., Tirana
• Chairman of the Board of Directors of UNIQA Re AG, Zurich

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

12,669 shares

• Chairman of the Supervisory Board of PremiQaMed Holding GmbH, Vienna
• Member of the Supervisory Board of Valida Holding AG, Vienna
• Deputy President of the Board of Directors of UNIQA Versicherung AG, Vaduz
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń na Życie S.A., Warsaw
• Member of the Supervisory Board of UNIQA penzijní společnost a.s., Prague
• Member of the Supervisory Board of UNIQA investiční společnost a.s., Prague
• Member of the Supervisory Board of UNIQA d.d.s., a.s., Bratislava
• Member of the Supervisory Board of UNIQA d.s.s., a.s., Bratislava
• President of the Board of Directors of UNIQA GlobalCare SA, Geneva

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

10,370 shares

• Member of the Supervisory Board of UNIQA Asigurari de Viata SA, Bucharest
• Member of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest
• Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest
• Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw
• Chairman of the Supervisory Board of UNIQA Group Service Center Slovakia, spol. s r.o., Nitra

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

12,137 shares

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

17,848 shares

• Member of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., Tirana
• Member of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., Tirana
• Member of the Board of Directors of UNIQA GlobalCare SA, Geneva
• President of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest

Corporate Governance

7

Annual Financial Report 2022

Members of the Management Board

		Supervisory Board appointments or
Name	Responsible for	comparable­	functions in other domestic
and foreign companies not included in the
		consolidated financial statements
René Knapp, HR & Brand	• Strategic Personnel Management	• Member of the Supervisory Board of
* 1983, appointed 1 July 2020	• Operating Personnel Management	Österreichische Förderungsgesellschaft
until 30 June 2024	• Brand & Communication	der Versicherungsmathematik GmbH
	• Ethics, Sustainability & Public Affairs	(ÖFdV GmbH), Vienna
	• Works Council
Erik Leyers, Data & IT	• Data Management	• Member of the Supervisory Board of
* 1969, appointed 1 June 2016	• UITS (UNIQA IT Services GmbH)	Raiffeisen­	Informatik Geschäftsführungs
until 30 June 2024	• UIP Project (UNIQA Insurance Platform)	GmbH, Vienna
Klaus Pekarek, Customers & Markets	• Product Service
Bancassurance Austria	• Sales Service
* 1956, appointed 1 July 2020	• Sales Management
until 31 December 2022
Sabine Pfeffer, Customers & Markets	• Product Service
Bancassurance Austria	• Sales Service
* 1972, appointed 1 April 2023	• Sales Management
until 31 December 2026
Kurt Svoboda, Finance & Risk Management	• Legal & Compliance	• Member of the Supervisory Board of
* 1967, appointed 1 July 2011	• Investor Relations	Wiener Börse AG, Vienna
until 30 June 2024	• Controlling
	• Finance & Accounting
	• Actuarial Services
	• Risk Management

• Regulatory Affairs

• Reinsurance

• Auditing

The work of the Management Board

The work of the members of the Management Board of UNIQA Insurance Group AG is regulated by the rules of procedure. The allocation of the responsibilities as decided by the Group Executive Board is approved by the Supervisory Board. The rules of procedure govern the obligations of the members of the Management Board to provide the ­Supervisory Board and each other with information and approve each other's activities. The rules of procedure also specify a list of activities that require consent from the Supervisory Board. The Management Board generally holds weekly meetings in which the members of the Management Board report on the current course of business, determine what steps should be taken and make strategic corporate decisions. In addition, there is a continuous exchange of information between the members of the Management Board regarding relevant activities and events.

The meetings of the Management Boards of UNIQA Insurance Group AG and UNIQA Österreich Versicherungen AG, which are composed of the same individuals, are usually held as joint sessions.

The Management Board informs the Supervisory Board at regular intervals, in a timely and comprehensive manner, about all relevant questions of business development, including the risk situation and the risk management of the Group. In addition, the Chairman of the Supervisory Board is in regular contact with the CEO to discuss the company's strategy, business performance and risk management.

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Corporate Governance Report

	Number of UNIQA
Management and monitoring functions in significant subsidiaries	shares held as at
	31 December 20222
• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	10,000 shares
• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	11,643 shares

• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw
• Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague
• Member of the Supervisory Board of UNIQA Group Service Center Slovakia, spol. s r.o., Nitra
• Chairman of the Supervisory Board of sTech d.o.o., Belgrade (until 6 December 2022)

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

13,603 shares

• Vice Chairman of the Supervisory Board of Valida Holding AG, Vienna
• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna (from 1 April 2023)

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

18,546 shares

• Vice Chairman of the Board of Directors of UNIQA Re AG, Zurich
• Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague
• Member of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest
• Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń na Życie S.A., Warsaw

Corporate Governance

9