Uniqa Insurance : Consolidated Corporate Governance Report 2021

Consolidated

Corporate Governance

Report

UNIQA has been committed to compliance with the Aus-trian Code of Corporate Governance since 2004 and pub-lishes the declaration of conformity both in the Group report and onwww.uniqagroup.comin the Investor Re-lations section. The Austrian Code of Corporate Govern-ance is also publicly available atwww.uniqagroup.comandwww.corporate-governance.at.

The Corporate Governance Report and the Consolidated Cor-porate 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 Com-mercial Code.

Implementation and compliance with the individual rules in the Austrian Code of Corporate Governance, with the ex-ception of Rules 77 to 83, are evaluated annually by PwC Wirtschaſtsprüfung 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 atwww.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 cur-rently amended. However, UNIQA deviates from the provi-sions of the Code as amended with regard to the following C rules (comply or explain rules), and the explanations are set out below.

Rule 49 of the Austrian Code of Corporate Governance

Due to the growth of UNIQA's shareholder structure and the special nature of the insurance business with regard to the investment of assets, there are a number of contracts with companies related to individual members of the Supervisory Board in which these Supervisory Board members discharge duties as members of governing bodies. If such contracts require approval by the Supervisory Board in accordance with Section 95(5)(12) of the Austrian Stock Corporation Act (Rule 48 of the Austrian Code of Corporate Governance), the details of these contracts cannot be made public for rea-sons of company policy and competition law. All transac-tions are in any case entered into and processed on an arm's length basis.

Members of the Management Board

Name

Andreas Brandstetter, Chief Executive Officer (CEO)

* 1969, appointed 1 January 2002 until 30 June 2024

Strategy & Transformation, UNIQA Ventures, New Business Areas (Health), General Secretariat, Auditing

Peter Eichler, Personal Insurance * 1961, appointed 1 July 2020 until 30 June 2024

Responsible for

Product Development - Health, Life & Casualty, Health Inpatient Benefits, Asset Management (UCM/UREM)

Supervisory Board appointments or comparable functions in other domestic and foreign companies not included in the consolidated financial statements

Member of the Supervisory Board of

STRABAG SE, Villach

Member of the Advisory Board of the KHM

Association of Museums, Vienna

Wolf-Christoph Gerlach, Operations * 1979, appointed 1 July 2020 until 30 June 2023

Application, Contract & Customer Service, Claims Motor Vehicle/Property/Casualty Insurance, Life & Outpatient Health Benefits, Company Organisa-tion (incl. OPEX & GPO), Purchasing & Adminis-tration, Group Service Centre (Nitra)

Peter Humer, Customers & Markets Austria * 1971, appointed 1 July 2020 until 30 June 2024

Wolfgang Kindl, Customers & Markets International

* 1966, appointed 1 July 2020 until 30 June 2024

Regional Offices, Retail Austria, Product Develop-ment & Pricing for Motor Vehicles and Standard Property Business, Sales Service, Sales Manage-ment, Corporate Austria, Product Development & Risk Engineering for Property Corporate, Affinity Business, Art Insurance, Digitalisation

Retail International, Product Development & Pricing for Motor Vehicles and Non-Life Standard Business, Sales Service, Sales Management, Corporate International, Product Development & Risk Engineering for Non-Corporate, Large/ International Brokers, Affinity Business, Bank International, Product Service, Sales Service, Sales Management, New Insurance Solutions, Mergers & Acquisitions, Performance & Change Management International, General Secretariat International

René Knapp, HR & Brand

* 1983, appointed 1 July 2020 until 30 June 2023

Erik Leyers, Data & IT

* 1969, appointed 1 June 2016 until 30 June 2024

Data Management, UITS (UNIQA IT Services GmbH), UIP Project (UNIQA Insurance Platform)Strategic Personnel Management, Operating Personnel Management, Brand & Communication, Ethics, Sustainability & Public Affairs, Works Council

Member of the Supervisory Board of Öster-reichischen Förderungsgesellschaſt der Versicherungsmathematik GmbH (ÖFdV GmbH), Vienna (since 19 February 2021)

Member of the Supervisory Board of Raiffeisen

Informatik Geschäſtsführungs GmbH, Vienna

Portfolio of

UNIQA sharesManagement and monitoring functions in significant subsidiaries

Chairman of the Management Board of UNIQA Österreich Versicherungen AG, ViennaChairman of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., TiranaChairman of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., TiranaChairman of the Board of Directors of UNIQA Re AG, Zurich

at 31 December 2021 124,479 shares

Member of the Management Board of UNIQA Österreich Versicherungen AG, ViennaChairman of the Supervisory Board of PremiQaMed Holding GmbH, ViennaMember of the Supervisory Board of Valida Holding AG, Vienna

10,669 shares

Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest (until 19 May 2021)Member of the Board of Directors of UNIQA Versicherung AG, Vaduz

Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń na Życie S.A., WarsawMember of the Supervisory Board of AXA Życie Towarzystwo Ubezpieczeń S.A., Warsaw

(until 9 April 2021 - merger with UNIQA Towarzystwo Ubezpieczeń na Życie S.A.)

Member of the Supervisory Board of UNIQA penzijní společnost a.s., Prague (since 12 May 2021)Member of the Supervisory Board of UNIQA investiční společnost a.s., Prague (since 12 May 2021)Member of the Supervisory Board of UNIQA poisťovňa a.s., Bratislava (since 15 January 2021)Member of the Supervisory Board of UNIQA d.d.s., a.s., Bratislava (since 10 June 2021)Member of the Supervisory Board of UNIQA d.s.s., a.s., Bratislava (since 10 June 2021)Chairman of the Board of Directors of UNIQA GlobalCare SA, Geneva

(Member of the Board of Directors until 19 March 2021)

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

6,570 shares

Member of the Supervisory Board of UNIQA Asigurari de Viata SA, Bucharest (since 3 March 2021)Member of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, BudapestMember of the Supervisory Board of UNIQA Biztosító Zrt., Budapest (since 19 May 2021)Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague (since 15 March 2021)Member of the Supervisory Board of AXA životní pojišťovna a.s., Prague

(from 15 March 2021 until 31 August 2021 - merger with UNIQA pojišťovna, a.s.)Member of the Supervisory Board of AXA pojišťovna a.s., Prague

(from 15 March 2021 until 31 August 2021 - merger with UNIQA pojišťovna, a.s.)

Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw (since 28 June 2021)Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

10,937 shares

Member of the Supervisory Board of Salzburg Wohnbau GmbH, Salzburg

Member of the Supervisory Board of "Wohnungseigentum", Tiroler gemeinnützige Wohnbaugesellschaſt m.b.H., Innsbruck

(since 1 August 2021)

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

17,848 shares

Vice Chairman of the Board of Directors of UNIQA Versicherung AG, Vaduz (until 22 January 2021)Chairman of the Supervisory Board of UNIQA Asigurari SA, Bucharest (until 24 August 2021)Chairman of the Supervisory Board of UNIQA Asigurari de Viata SA, Bucharest (until 24 August 2021)Chairman of the Supervisory Board of UNIQA Insurance plc, Sofia (until 19 April 2021)

Member of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., TiranaMember of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., TiranaChairman of the Supervisory Board of UNIQA poisťovňa a.s., Bratislava (until 14 January 2021)Chairman of the Supervisory Board of UNIQA pojišťovna, a.s., Prague (until 14 January 2021)

Chairman of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń na Życie S.A., Warsaw (until 9 April 2021)Chairman of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw (until 9 April 2021)Member of the Board of Directors of UNIQA GlobalCare SA, Geneva

(Chairman of the Board of Directors until 19 March 2021)

President of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest (since 30 March 2021)Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

10,000 shares

Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague (until 14 January 2021)Member of the Supervisory Board of UNIQA osiguranje d.d., Zagreb (until 4 March 2021)Member of the Supervisory Board of UNIQA poisťovňa a.s., Bratislava (until 14 January 2021)Member of the Management Board of UNIQA Österreich Versicherungen AG, ViennaMember of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw

9,371 shares

Member of the Supervisory Board of AXA Ubezpieczenia Towarzystwo Ubezpieczeń i Reasekuracji S.A., Warsaw

(until 9 April 2021 - merger with UNIQA Towarzystwo Ubezpieczeń S.A.)

Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest (until 19 May 2021)Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague

Member of the Supervisory Board of AXA životní pojišťovna a.s., Prague

(from 15 March 2021 until 31 August 2021 - merger with UNIQA pojišťovna, a.s.)Member of the Supervisory Board of AXA pojišťovna a.s., Prague

(from 15 March 2021 until 31 August 2021 - merger with UNIQA pojišťovna, a.s.)

Chairman of the Supervisory Board of UNIQA Group Service Center Slovakia, spol. s r.o., NitraChairman of the Supervisory Board of sTech d.o.o., Belgrade

Members of the Management Board

Name

Klaus Pekarek, Customers & Markets Bancassurance Austria * 1956, appointed 1 July 2020 until 30 June 2022

Kurt Svoboda, Finance & Risk Management

* 1967, appointed 1 July 2011 until 30 June 2024

The work of the Management Board

Responsible for

Product Service, Sales Service, Sales ManagementLegal & Compliance, Investor Relations, Controlling, Finance & Accounting, Actuarial Services, Risk Management, Regulatory, Reinsurance, Auditing

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 activi-ties. 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 mem-bers 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 Manage-ment 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.

Supervisory Board appointments or comparable functions in other domestic and foreign companies not included in the consolidated financial statements

Member of the Supervisory Board of

Wiener Börse AG, Vienna

The Management Board informs the Supervisory Board at reg-ular 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 addi-tion, the Chairman of the Supervisory Board is in regular con-tact with the CEO to discuss the company's strategy, business performance and risk management.