Voluntary declaration of commitment

UNIQA Versicherungen AG has committed itself since 2004, to compliance with the Austrian Code of Corporate Governance and publishes this voluntary declaration of commitment both in the Group annual report and on the Group website www.uniqagroup.com Investor Relations Corporate Governance. Implementation and compliance with the individual rules of the codex are regularly evaluated by an external institution. Using a questionnaire, they evaluate whether companies comply with the Austrian code of corporate governance, as published by the Austrian “Working Group on Corporate Governance”. Their reports about this voluntary evaluation can also be read on the UNIQA Group website.

UNIQA declares its continuing willingness to comply with the Austrian Code of Corporate Governance. In accordance with the law, the L-rules (“legal requirements”) are all adhered to. UNIQA deviates from the provisions of the code in the 2006 version regarding the following C-rules (“comply or explain”) and explains as follows:

Rule 38
It is not considered appropriate to specify a certain age limit in the articles for members of the Management Board. The appointment to the board of management depends exclusively on professional and personal qualifications.

Rule 41 and 43
The responsibilities of the nomination committee and the compensation committee are carried out by the Committee for Board Affairs.

Rule 45
Markus Mair is, in addition to his function as a member of the Supervisory Board of UNIQA Versicherungen AG, also on the Supervisory Board of Grazer Wechselseitige Versicherung AG and GRAWE-Vermögensverwaltung.

Rule 49
Due to the growth of UNIQA’s shareholder structure and the special nature of the insurance business, with regard to the investment of insurance assets, there are a number of contracts with companies associated with individual members of the Supervisory Board. As long as such contracts require approval by the Supervisory Board according to Section 95 paragraph 5 sub-para 12 of the Austrian Stock Corporation Act (rule 48), the details of these contracts cannot be made public for reasons of company policy and competition laws. In any case, all transactions are handled under customary market conditions.

Rule 52
The Supervisory Board of UNIQA Versicherungen AG currently consists of twelve members. This higher number results from the shareholder structure of the company.

A detailed report on the remuneration of the Management Board and the Supervisory Board (rules 29, 30 and 51) can be found in the notes to the Group financial statements.

A detailed list of the members that make up the Supervisory Board of UNIQA Versicherungen AG and the committees that have been set up, the independence of the individual members, the length of time they have been serving and any comparable positions held at other listed stock corporations in Austria and abroad (rules 39, 53 and 58) can be found in the notes to the Group financial statements. The criteria for the independence of the Supervisory Board and committee members, as well as the areas they are responsible for in the individual committees, can be downloaded from the Group website.

A comprehensive risk report (rule 67) is included in the Group notes. A description of the announcements made about the director’s dealings (rule 70) can be downloaded from the Group website.