Uniqa Insurance : Proposed Resolutions of the Management Board

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

UNIQA Insurance Group AG

22nd Annual General Meeting on 31 May 2021

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 2020, 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 with the report of the Supervisory Board pursuant to Section 96 of the Stock Corporation Act for the fiscal year 2020
   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 2020
   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 financial year 2020 in the amount of EUR 55,722,592.34 shall be appropriated as follows: Distribution of a dividend of EUR 0.18 for each no-par-value share carrying dividend rights (309,000,000 no-par-value shares in circulation as of 31 December 2020, 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."

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1. 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 2020
   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 actions of the members of the Management Board of the Company (in the fiscal year 2020) shall be approved for the fiscal year 2020."
   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 fiscal year 2020) shall be approved for the fiscal year 2020."

4. Item 4 of the Agenda

1. Election of the auditor of the Non-consolidated and Consolidated Financial Statements for the fiscal year 2022

   No resolution proposed by the Management Board on this agenda item.

2. Item 5 of the Agenda
   Resolution on the Remuneration Report indicating the remuneration of the Management Board and the Supervisory Board for the fiscal year 2020
   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 sect. 78c and sect. 98a of the Stock Corporation Act.
   The remuneration report for the last business 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 (sect. 78d (1) of the Stock Corporation Act).
   On 7 April 2021, the Management Board and the Supervisory Board of the Company adopted the Remuneration Report for the fiscal year 2020. 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 sect. 108 (1) of the Stock 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 fiscal year 2020, 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."

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6. Item 6 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 sect. 108 (1) of the Stock 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 790,000.00 for the fiscal year 2020. 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 day and per participating member of the Supervisory Board."

Enclosures

Enclosure ./1 ad Agenda item 5: Remuneration Report indicating the remuneration of the Management Board and the Supervisory Board for the business year 2020

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UNIQA Insurance Group AG

REMUNERATION REPORT

for the 2020 financial year

on the remuneration of the members of the Management Board

and

the principles of remuneration

of the members of the

Supervisory Board

in accordance

with Sections 78c and 98a of the Stock Corporation Act (AktG).

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Table of Contents

Part A -Remuneration Report 2020 of the Management Board	3
1.	Introduction	3
1.1	General information	3
1.2	Annual change in the company's economic performance	3
1.3	Scope of the report	4
2.	Remuneration components in the 2020 financial year	5
2.1	General information	5
2.2	Remuneration components	7
2.3	D&O liability insurance	8
2.4	Company pension scheme	8
2.5	Variable remuneration components	9
2.5.1	Short-term incentive	9
2.5.2	Multi-yearshare-based remuneration (long-term incentive)	10
2.5.3	Determining target achievement	11

2.5.4 Payment of variable remuneration components / possible reclaiming

of variable remuneration components

12

3. Average remuneration of other employees

at the company on a full-time equivalent basis (remuneration

and employment conditions for workers)

12

4. Term and termination of the contracts of the members

of the Management Board

12

Part B - Remuneration Report 2020 of the Supervisory Board	13
5.	General information	13
6.	Remuneration components	14
7.	Term of office of the Supervisory Board	16

ANNEX

17

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