Voluntary declaration of commitment

The UNIQA Group 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 Report and on the Group website www.uniqagroup.com ? Investor Relations ? Corporate Governance. Implementation and compliance with the individual rules of the code are regularly evaluated by an independent external institution. Primarily on the basis of a questionnaire, this institution evaluates whether the company complies with the Austrian Code of Corporate Governance, as published by the Austrian “Working Group on Corporate Governance”. The report on this voluntary evaluation can also be read on the UNIQA Group website. UNIQA declares its continued willingness to comply with the Austrian Code of Corporate Governance. In accordance with the code, the “L rules” (legal requirements) are all adhered to. UNIQA deviates from the provisions of the code with regard to the following “C rules” (comply or explain) and explains as follows:

• Rule 38
  A special age limit for members of the Management Board specified in the articles is not considered to be appropriate. The appointment to the Management Board depends exclusively on professional and personal qualifications.
• 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 Boards. 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 consists of twelve shareholder representatives. This higher number is a result of the company’s shareholder structure.

Report on the remuneration, individual committees and directors’ dealings

A detailed report on the remuneration of the Management Board and the Supervisory Board (rules 29, 30 and 51) can be found in the Group notes. 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 are serving and any comparable positions held at other listed stock corporations in Austria and abroad (rules 39, 53 and 58) can also be found in the Group notes. The criteria for the independence of the Supervisory Board and committee members, as well as the areas the individual committees are responsible for, 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 directors’ dealings (rule 70) can be found on the Group website.