Uniqa Insurance : Further Information on Shareholder Rights in case of virtual meeting

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

UNIQA Insurance Group AG

Further information on the rights of shareholders

pursuant to Sections 109, 110, 118 and 119 of the Stock Corporation Act

and additional information on the rights of shareholders in the case of a virtual meet-

ing pursuant to the COVID-19 Company Law Regulation (Federal Law Gazette II

2020/140 as amended in Federal Law Gazette 2020/616) and the conduct of the virtual

Annual General Meeting

1. Preliminary remarks

1. In the interest of protecting the health of the shareholders and other participants, the 22nd An- nual General Meeting of UNIQA Insurance Group AG, Companies Register number 92933t ("UNIQA" or the "Company") on 31 May 2021 will be conducted on the basis of Section 1 of the Federal Act on Special Corporate Law Measures due to COVID-19(COVID-19Corporate Law Act), Federal Law Gazette I 2020/16 as amended in Federal Law Gazette I 2020/156 (the "Act") and, as specified therein, in accordance with the Regulation issued by the Federal Minister of Justice regarding the organization of corporate meetings without the physical presence of the participants and the adoption of resolutions by other means (COVID-19Corporate Law Regula- tions), Federal Law Gazette II 2020/140 as amended in Federal Law Gazette II 2020/616 (the "Regulation"). After thorough consideration, the Management Board decided to convene and conduct the Annual General Meeting as a virtual meeting (see section 1 (1) of the Regulation.

   A virtual meeting means that, for reasons of health protection, shareholders and their repre- sentatives (except for the special independent proxies) cannot and must not be physically pre- sent. UNIQA therefore explicitly draws attention to the fact that the physical participation (i.e. presence at the UNIQA Tower) of shareholders or their representatives (except for the special independent proxies) in the Annual General Meeting will not be possible.

   This further information is made available on the website of the Company (www.uniqagroup.com) under Investor Relations/Annual General Meeting pursuant to Section 3

2. in conjunction with Section 2 (4) of the COVID-19 Company Law Regulation (Federal Law Gazette II 2020/140 as amended in Federal Law Gazette II 2020/616) in addition to the convo- cation to the Annual General Meeting published on 29/04/2021 and in addition to separate In- formation on the organizational and technical prerequisites for participation in the virtual meet- ing, and is therefore to be read and understood together with the aforementioned documents. References to the rights of the shareholders pursuant to Sections 109, 110 and 118 of the Stock Corporation Act and information on the points in time by which such shareholder rights can be exercised, contained in the convocation to the Annual General Meeting, are not repeated in this

additional information on shareholder rights (see Section 106 point 5 of the Stock Corporation Act).The convocation to the Annual General Meeting contains, inter alia, all the necessary information on the proof of shareholder status to be submitted in the form of a deposit certificate pursuant to Section 10a of the Stock Corporation Act.

2. Request for additional agenda items (Section 109 Stock Corporation Act)

"(1) Shareholders who together hold 5% of the share capital have the right to demand in writing that additional items be put on the agenda of the next annual general meeting and notified accordingly. Each agenda item must be accompanied by a proposed resolution, including its motivation. The articles of association may permit the exercise of this right under less stringent conditions or a lower percentage of the share capital held. The applicants must have been shareholders for at least three months prior to their request.

1. A request pursuant to para.1 is admissible if it is received by the company not later than on the 21st day prior to the annual general meeting (Section 104), otherwise no later than on the 19th day prior to the Annual General Meeting. If such request is not received by the company in time to be included in the original agenda, it is sufficient for the amended agenda to be notified no later than on the 14th day prior to the annual general meeting in the same way as the original agenda. However, a listed company has to issue the notifica- tion pursuant to Section 107 (3) no later than on the second working day after the deadline indicated in the first sentence and make the amended agenda, including the motivation, available on its website, as entered in the Companies Register, from this day onward. Moreover, Section 108 (3-5) applies mutatis mutandis."

Explanatory note:

The right to request additions to the agenda is exclusively reserved to shareholders who (i) acquired their shares at least three months prior to the submission of the request and (ii) together hold at least 5% of the share capital. Each additional agenda item requested must be accompanied by a proposed resolution, including its motivation.

The request must be received by the Company no later than on the 21st day prior to the Annual General Meeting, i.e. no later than on 10/05/2021 for the 22nd Annual General Meeting of the Company to be held on 31/05/2021.

These provisions equally apply to the Annual General Meeting to be conducted as a virtual meeting (see Section 1 (1) of the Regulation).

3. Resolutions proposed by shareholders (Section 110 Stock Corporation Act)

"(1) Shareholders of a listed company who together hold one percent of the share capital may submit to the company proposals for resolutions in text form in respect of each item on the agenda and request that such proposals, including the names of the requesting share- holders, the motivation for the request, and a statement, if any, by the Management Board or the Supervisory Board be made available on the company's website as registered in the Companies Register. The articles of association may permit a lower percentage held in the share capital. The request is deemed admissible if it is received by the company no later than on the seventh working day prior to the annual general meeting. The company is re- quired to meet that request no later than on the second working day after receipt, unless

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any of the cases referred to in para. 4 applies. Section 108 (4) last sentence applies muta- tis mutandis.

1. If a request concerns a proposal for the election of a member of the Supervisory Board, the motivation is replaced by a declaration issued by the proposed individual pursuant to Section 87 (2). In companies to which Section 86 (7) applies, the company also has to in- dicate how many seats on the Supervisory Board must be held by women and men in or- der to meet the minimum quota required pursuant to Section 86 (7) and if objections pur- suant to Section 86 (9) have been raised.
2. The Company must open at least one electronic communication channel for the submission of resolutions proposed by shareholders, which must not be subject to formal requirements other than those necessary and appropriate for the identification of the shareholders concerned and the content of their proposals. Unless the articles of association provide for any other such communication channel, the transmission of proposed resolutions by fax is permitted.
3. A proposed resolution need not be published on the Company's website if
4. 1. it does not contain a motivation or if the declaration pursuant to Section 87 (2) is miss- ing,
   2. it would lead to a resolution of the annual general meeting that is unlawful or in viola- tion of the articles of association,
   3. a proposal to the same effect has already been published pursuant to para. 1,
   4. it objectively qualifies as libel (Section 111 Criminal Code) or insult (Section 115 Crim- inal Code) or its publication by the Management Board would constitute a criminal of- fense, or
   5. the shareholders state their intention to neither participate in the annual general meet- ing not be represented there by proxies.

The company is under no obligation to publish the motivation if it comprises more than 5,000 characters or meets any of the conditions for non-publication listed in point 4. If several shareholders submit proposals for resolutions on the same agenda item, the Management Board may combine their proposals and the respective motivations.

1. The articles of association of a non-listed company may provide that resolutions proposed by shareholders be published prior to the annual general meeting. Unless provided other- wise, paragraphs 1 through 4 apply mutatis mutandis.
2. The Company is not liable for any damage arising from the mere fact of publication of resolutions proposed by shareholders."

Explanatory note:

Pursuant to Section 110 of the Stock Corporation Act, shareholders of the Company who together hold at least 1% of the share capital may, prior to the Annual General Meeting, submit proposals for resolutions in text form (no signature required) in respect of each item on the agenda and request that such proposals, including the names of the requesting shareholders, the motivation for the request, and a statement, if any, by the Management Board or the Supervisory Board, be notified on the Company's website.

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A request is admissible only if it is received by the Company no later than on the seventh working day prior to the 22nd Annual General Meeting, i.e. by 19/05/2021 for the 22nd Annual General Meeting to be held on 31/05/2021.

The proposed resolution must be accompanied by a motivation; it must not lead to a resolution that is unlawful or in violation of Articles of Association, and it must not contain any insult (Sec- tion 115 Criminal Code) or be of a defamatory nature (libel or slander, Section 111 Criminal Code. The Management Board may combine several requests with the same content.

Such proposed resolution is to be submitted to a vote at the Annual General Meeting only if the respective proposed resolution is repeated at the Annual General Meeting as a motion (in the case of a virtual meeting: repeated by the respective shareholder's special proxy). (Section 119

(2) Stock Corporation Act).

These provisions equally apply to the Annual General Meeting conducted as a virtual meeting (see Section 1 (1) of the Regulation). For the introduction of motions at the Annual General Meeting, see point 5 below.

For clarification: Since the entry into force of the 2009 Stock Corporation Amendment Act, the Stock Corporation Act has distinguished between written form and text form. Written form means that the document must bear a legally binding signature. Text form means that the document must contain the name, but does not require a signature.

4. Right to information (Section 118 Stock Corporation Act)

"(1) Every shareholder has the right to demand and receive information about the company's affairs at the annual general meeting upon his or her request, provided such information is necessary for the appropriate assessment of an agenda item. The right to information also covers the legal and business relations of the company with an affiliated company. If the consolidated financial statements and the consolidated management report of the parent company are presented at the Annual General Meeting (Section 189a point 6 Austrian Company Code), the right to information also extends to the situation of the group and the companies included in the scope of consolidation.

1. Information shall be provided in accordance with the principles of conscientious and accu- rate reporting.
2. Information may be withheld if and when
3. 1. based on sound business judgment, it is likely to cause the Company or any of its affili- ates a significant disadvantage, or
   2. the provision of such information would constitute a criminal offense.

1. Information may also be withheld if it was available on the company's website as registered in the Companies Register for at least seven consecutive days prior to the commencement of the annual general meeting in the form of questions and answers; Section 108 (4), last sentence, applies mutatis mutandis. The reason why such information is withheld must be indicated."

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Explanatory note:

Upon his or her request, every shareholder is to receive information about the Company's affairs at the Annual General Meeting, provided such information is necessary for an appropriate assessment of the respective agenda item.

Every shareholder participating - virtually - in the Annual General Meeting is entitled to such in- formation. The right to information is due not only to the shareholders themselves, but also to their legal or authorized representatives (i.e. in the case of the virtual meeting, the special independent authorized by the respective shareholder). Shareholders whose membership rights are dormant (Sections 51 (3), 65 (5) Stock Corporation Act) have no right to information.

Unless any of the exceptions listed in Section 118 (4) of the Stock Corporation Act apply, information has to be provided at the Annual General Meeting pursuant to the principles of conscientious and truthful reporting.

Supplementary explanations regarding the Annual General Meeting conducted as a virtual meeting:

Requests for the floor; shareholders' right to ask questions and receive information

At the virtual Annual General Meeting, the shareholders' right to information pursuant to Section 118 of the Stock Corporation Act can be exercised by the shareholders themselves before and during the Annual General Meeting in accordance with the provisions of the Regulation and as described in this supplementary information.

Irrespective of the above, the shareholders are invited to transmit all their questions or comments or any other form of exercising their legal right to information - in terms of substance subject to Section 118 of the Stock Corporation Act - in text form by email to fra- [e-mail] in time for them to be received by the Company no later than on the third working day prior to the Annual General Meeting, i.e. by Wednesday, 20/05/2020, 16:00 hrs., Vienna time.

In so doing, you will enable the Management Board to ensure timely and thorough preparation and to expeditiously reply to your questions at the Annual General Meeting. As the Annual General Meeting will be conducted as a virtual meeting, the submission of questions or comments in advance will facilitate an orderly conduct of the Annual General Meeting.

The shareholders' obligation to identify themselves equally applies to questions or comments submitted in advance of the Annual General Meeting and to questions or comments during the Annual General Meeting. See below: Conduct of the virtual meeting.

Please use the request-to-speak form, which can be downloaded from the Company's website (www.uniqagroup.com) under Investor Relations/Annual General Meeting, and fill it in as accurately as possible.

Webcast of the Annual General Meeting

As announced in the convocation, the entire Annual General Meeting will be webcast from beginning to end. This is explicitly permitted by Article 8 (11) of the Articles of Association of the Company and indispensable in the case of a virtual Annual General Meeting. Given the legal

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