Vienna Insurance : 2024 VIG Holding Remuneration Policy

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe

Remuneration Policy

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The following remuneration policy of Vienna Insurance Group AG Wiener Versicherung Gruppe has been prepared by the Supervisory Board Committee for Managing Board Matters and approved by the Supervisory Board.

The remuneration policy will become effective upon the passing of a resolution in the 33rd Annual General Meeting of Vienna Insurance Group AG Wiener Versicherung Gruppe.

The remuneration policy must be submitted to the General Meeting at least every four financial years as well as in the case of any material changes.

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PART I MEMBERS OF THE MANAGING BOARD

1.	INTRODUCTION	5
	1.1	Scope	5
	1.2	Content and objectives, principles for the remuneration of the Managing Board	5
	1.3	Validity and publication	5
	1.4	Review and update	6
2.	Remuneration practices	6
	2.1	General principles	6
	2.1.1	Term of management agreements with the members of the Managing Board	6
	2.1.2	Required amendments	6
	2.1.3	Measures to mitigate the risk of conflicts of interest	7
	2.1.4	Terms applicable to the remuneration of the Company's employees	7
	2.2	Remuneration of members of the Managing Board	7
	2.2.1	Fixed remuneration	7
	2.2.2	Variable remuneration	8
	2.2.3	Remuneration for Supervisory Board mandates granted by subsidiaries	11
	2.2.4	Ancillary benefits which are not success-based	11
	2.2.5	Ratios and proportions	12
	2.2.6	Extended absence of Managing Board members	13
	2.3	Claims in the event of the termination of the management agreement with a member of the Managing Board ....	13
	2.3.1	Performance-based/contribution-based pension commitments	13
	2.3.2	Severance	14
	2.3.3	Annual leave	15

2.3.4 Claims if a member of the Managing Board leaves the Company during the term of office or is notified on short

notice that he or she will not be reappointed	15
2.3.5	Other payments and benefits in connection with termination	15
2.3.6	Death benefits	15
2.4	Deviations from the remuneration policy	15
2.4.1	Occurrence of extraordinary circumstances	15
2.4.2	Proportionality and interference only to the minimum extent possible	16
2.4.3	Competence and transparency	16
Appendix - legal provisions	17

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PART II MEMBERS OF THE SUPERVISORY BOARD

1.	INTRODUCTION	19
	1.1	Scope	19
	1.2	Content and objectives, principles of the remuneration policy (Supervisory Board)	19
	1.3	Promotion of the business strategy and long-term development of the Company	19
	1.4	Process	19
	1.5	Review and update	19
2.	Remuneration practices	20
	2.1	General principles	20
	2.1.1	Term of office	20
	2.1.2	Conflicts of interest	20
	2.1.3	Remuneration and conditions of employment of the Company's employees	20
	2.2	Remuneration of members of the Supervisory Board	20
	2.3	Deviations from the remuneration policy	20

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Part I MEMBERS OF THE MANAGING BOARD

1. INTRODUCTION

The long-term success of a company also requires proper incentives to attract and retain entrepreneurial-minded, competent, and experienced members of the Managing Board who act in the interest of the company and its stakeholders. Stakeholders are in particular customers, employees, shareholders, the competent (supervisory) authorities, and the general public.

On the one hand, the remuneration of the Managing Board must ensure that successful individuals with experience in a competitive market can be attracted and encouraged to stay with the company. On the other hand, the remuneration must reflect the performance of the company from the perspective of the various stakeholders, i.e. the remuneration must reward successful management, in particular taking into account sustainable income and/or contributions to the benefit of employees and the common good.

1.1 Scope

Part I of this remuneration policy applies to the members of the Company's Managing Board.

1.2 Content and objectives, principles for the remuneration of the Managing Board

This policy sets out the rules for the establishment of a remuneration practice in accordance with the following principles, which must be considered by the Supervisory Board and/or the Supervisory Board Committee for Managing Board Matters when passing a resolution on the remuneration structure and the scope and weighting of specific targets for the variable remuneration:

• The financial terms and other benefits offered to a member of the Managing Board must be sufficiently attractive to ensure that suitable individuals can be identified and retained. The remuneration is an important part of such package.
• The remuneration of members of the Managing Board must prioritise the variable component and, thus, must be proportionate to the success of the Company.
• The remuneration of members of the Managing Board should emphasise the objective to promote the long-term interests and the sustainability of the Company's success - depending on the sustainable development of the Company - by deferring payment of a significant portion of the variable remuneration.
• The remuneration should promote the implementation of the Group strategy by selecting and identifying targets in connection with the variable remuneration. The corresponding targets in connection with the variable remuneration should promote the management's awareness of the corporate social responsibility of a major company.

1.3 Validity and publication

This remuneration policy has been approved by the Supervisory Board upon recommendation of the Supervisory Board Committee for Managing Board Matters.

This remuneration policy must be submitted to the Annual General Meeting for the first time in 2020 and thereafter at least every four years as well as in the case of any material changes. The respective applicable version of the remuneration policy must be published on the Company's website.

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1.4 Review and update

The Supervisory Board Committee for Managing Board Matters considers the appropriateness of the Managing Board's remuneration on a regular basis, taking into account the

• size and complexity, considering the
• specific management strategy of Vienna Insurance Group, which provides inter alia that the Managing Board is directly responsible for the management of subsidiaries due to its direct responsibility for the respective country, and the
• general remuneration level of the market and within the Company.

The Committee is entitled to instruct (external) advisors at its discretion as and when required.

If this remuneration policy must be amended or adjusted, the Supervisory Board Committee for Managing Board Matters will provide the Supervisory Board with proposals to be submitted in the Annual General Meeting.

Resolutions of the Supervisory Board and the Supervisory Board Committee for Managing Board Matters in connection with the remuneration of members of the Managing Board must be based on this remuneration policy. For any possible deviations from this policy, see clause 2.4.

2. REMUNERATION PRACTICES

2.1 General principles

2.1.1 Term of management agreements with the members of the Managing Board

The term of the management agreement with a Managing Board member corresponds to the respective term of office and cannot exceed five years. If a member of the Managing Board is reappointed, the respective management agreement is extended for the duration of the reappointment.

2.1.2 Required amendments

In general, contracts are subject to the principle "pacta sunt servanda" (i.e. agreements must be observed). However, since 2016, management agreements with members of the Managing Board include the provision that they must be interpreted in compliance with the respective applicable legal and regulatory provisions, in particular the (Austrian) Stock Corporation Act (AktG), the regulatory framework under Solvency II, the Austrian Code of Corporate Governance, and all other relevant provisions applicable to the Company, including any internal Company guidelines. If required, the management agreements must be amended accordingly. The respective member of the Managing Board must consent to any amendments if and to the extent this is required to comply with such provisions.

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2.1.3 Measures to mitigate the risk of conflicts of interest

This remuneration policy aims to mitigate the risk of potential conflicts of interest of members of the Managing Board as follows:

1. Sustainability:
   Sustainability requirements (see clause 2.2.2. a) in connection with variable remuneration prevent a work ethic which merely focuses on short-term optimisation.
2. Targets specified for variable remuneration must be balanced:
   The financial targets for a bonus include a revenue component but are predominantly based on profitability and income. This discourages members of the Managing Board from only generating revenue without consideration of any negative impact on the income situation.

2.1.4 Terms applicable to the remuneration of the Company's employees

In the course of the development of the remuneration policy, the following standard terms offered to employees by the Company have been taken into account, in particular:

• The remuneration of approximately 70% of the Company's employees is based on a combination of fixed and variable remuneration.
• The variable remuneration of Board minus 1 executive employees is subject to a sustainability-oriented deferral rule. This sustainability requirement also applies to members of the Managing Board (see clause 2.2.2. a).
• Subject to applicable law and/or applicable collective bargaining agreements, the Company's employees are entitled to a severance payment in accordance with clause 2.3.2.
• The Company's employees are entitled to paid annual leave as well as paid sick leave. In addition, they are entitled to social benefit payments (betriebsfürsorgerische Leistungen) in accordance with applicable law and/or collective bargaining agreements.
• Subject to the applicable Company-internal provisions, the Company's employees are entitled to an anniversary bonus after 25, 35 and 45 years of service.

2.2 Remuneration of members of the Managing Board

The remuneration of members of the Managing Board consists of the following components:

2.2.1 Fixed remuneration

The fixed remuneration is a specific amount owed to a member of the Managing Board and is specified in the respective management agreement. This amount is the annual gross salary and is paid in instalments. The fixed remuneration must be of a sufficient amount to prevent a member of the Managing Board from predominantly depending on the variable remuneration. The fixed remuneration of the members of the Managing Board who were active on 31 December 2019 will be adjusted on an annual basis in proportion to the salary of the employees of the Company. The remuneration of the members of the Managing Board appointed as from 1 January 2020 is not subject to such automatic adjustment.

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1. 2.2.2 Variable remuneration

2. Contractually agreed bonus if targets are achieved

Nature

The contractually agreed bonus is an amount specified in the management agreement and owed to a member of the Managing Board if certain predefined annual performance and/or success criteria are achieved.

Basic requirements and repayment claim (claw back)

The terms of the management agreement relating to the payment of a bonus to a member of the Managing Board are subject to mandatory domestic law, international law, or administrative provisions, as well as the Austrian Code of Corporate Governance. If a bonus or a part thereof is paid and it subsequently becomes apparent that the underlying data were incorrect, the respective member of the Managing Board must repay the (affected part of the) bonus upon request.

Minimum requirements (thresholds)

A bonus is only paid in connection with specific target areas if the minimum requirements specified in advance have been satisfied. If the minimum requirements specified for a specific target area are not satisfied, a member of the Managing Board is not entitled to the respective performance-based remuneration unless the Supervisory Board Committee for Managing Board Matters confirms that the plan specified by the Supervisory Board could not have been achieved due to material circumstances beyond reasonable control.

Caps (see also clause 2.2.5. a)

The bonus is capped irrespective of a target achievement of more than 100% (see lit. b) either by agreeing or promising a maximum amount or by limiting the amount in any other way, for example by agreeing or promising a specific percentage of the fixed remuneration.

Targets

The targets for the Managing Board must be challenging and transparent.

In general, the mandatory KPIs for the target achievement are specified together with Group Planning annually in advance for each year.

The contractually agreed bonus is subject to financial and non-financial targets. At a minimum, financial targets take into account the Group's profit and loss, its profitability, and development of sales. For example, the following items can be used as KPIs in connection with the target achievement:

• earnings target,
• revenue target,
• non-financialtargets regularly take into account a factor relating to diversity and/or the awareness of corporate social responsibility.

At least one of the targets for a contractually agreed bonus must be independent or must be a target that can be assessed independently from other targets.

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If a material change in the economic conditions, company law, or legal framework results in the provisions relating to bonuses being obviously unfair, they will be amended accordingly.

As targets are specified annually, the specific criteria for the achievement of a target for a specific financial year and their weighting will be explained in detail in the course of the preparation of the remuneration report within the meaning of section 78c Stock Corporation Act.

Determination of target achievement

The Supervisory Board Committee for Managing Board Matters evaluates the fulfilment of targets upon approval of the annual financial statements. Consequently, all relevant data relating to target specification as found in the annual financial statements are already available in approved form. Furthermore, the Chairman/Chairwoman of the Committee will discuss the target achievement with the members of the Managing Board, in particular the Chairman/Chairwoman of the Managing Board, prior to the Committee meeting.

Sustainability

1. Technical provision for outstanding claims (claims reserve):
   The payment of a bonus is subject to the condition that an adequate technical provision for outstanding claims has been created for the financial year to which the performance-based remuneration relates.
2. Sustainability-orienteddeferral rule:
   The following deferral rule based on sustainability requirements must be satisfied in connection with the accounting for and/or payment of a bonus:
   Following the approval of the annual financial statements and the consolidated financial statements of the financial year x, the Supervisory Board Committee for Managing Board Matters passes a resolution relating to the target achievement in connection with the financial year x as well as any bonus payments deferred from previous financial years.
   60% of the bonus for the financial year x will be paid in the financial year x+1.
   40% of the bonus for the financial year x is subject to a sustainability-oriented deferral rule. The part of the bonus subject to sustainability requirements will be distributed in equal shares among the three following financial years and approved by the Supervisory Board Committee for Managing Board Matters in the financial years x+2, x+3, and x+4 subject to the sustainable development of the Company. This requires an earnings target achievement of at least 50% in the financial year prior to the respective part becoming due and payable.

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1. Specific remuneration for specific targets

In the course of the determination of the targets and other criteria for the payment of a bonus, the Supervisory Board Committee for Managing Board Matters can also announce specific targets and a corresponding a corresponding extraordinary variable remuneration, respectively payments for all or individual members of the Managing Board in advance (for example, for the overfulfilment of targets, country-specific targets, or in connection with a specific strategic orientation). Specific remuneration based on the satisfaction of criteria specified in advance is also subject to sustainability requirements.

1. Monetary awards

In exceptional cases, the Supervisory Board Committee for Managing Board Matters can also grant monetary awards for extraordinary performance of the Managing Board or its individual members with retrospective effect to the extent such performance is not subject to a bonus (lit. a) or a specific remuneration (lit. b). Any monetary awards will be specifically disclosed in the remuneration report.

1. Long Term Incentive Program (LTIP)

An LTIP within the meaning of an additional remuneration subject to a target achievement over multiple business years ensures that the members of the Managing Board act in a sustainable manner. In this regard, the Company's remuneration policy implements sustainability requirements by providing for a deferred payment of a percentage of the bonus (see lit. a) and currently does not include any additional remuneration components.

1. Share-basedremuneration

Currently, the remuneration of the Managing Board does not include any share-based remuneration such as stock options or phantom stocks. However, the Supervisory Board or the Supervisory Board Committee for Managing Board Matters may introduce a share-based remuneration programme for the Managing Board. In this case the remuneration policy must be amended accordingly.

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