Principles for profit participation by the Management Board

A variable income component is made available to the members of the Management Board in the form of bonus agreements if they meet certain defined prerequisites for entitlement. This bonus will be provided as a one-time payment based on the earnings situation. The basis for determining the size of the bonus is the return on equity based on the IFRS Consolidated Financial Statements of UNIQA Versicherungen AG. The Management Board reports to the Committee for Board Affairs on the balance sheet work involving the development of the Group's reserves. The Committee for Board Affairs can take changes to the reserves into account in determining the size of the bonus payments and establish an adjusted Group return on equity. No changes with respect to the previous year were made to the principles of profit participation.

Starting from the 2013 financial year, the system used to calculate the variable portions of the compensation of the Management Board has been changed in conjunction with the extension of the Management Board mandates. By means of a Short Term Incentive (STI), a one-time payment is made if certain defined prerequisites for entitlement are met based on the earnings situation and agreed individual targets for each financial year. A Long Term Incentive (LTI) is also provided. This provides for one-time payments after a term of four years, depending on the performance of the UNIQA share, ROE and the Total Shareholder Return based on annual virtual investment amounts in UNIQA shares. Upper limits are agreed. Consideration is given to the linking of the LTI to an annual investment obligation on the part of the Management Board members in UNIQA shares subject to a retention period of four years each. The system conforms to Rule 27 of the Austrian Code of Corporate Governance.

Principles for the pension scheme provided by the company for the Management Board and its prerequisites

Retirement pensions, a pension for occupational disability as well as a widow's and orphan's pension have been established, whereby the pension entitlements are managed by Valida Pension AG. The retirement pension is due in principle upon meeting the requirements for the old-age pension according to the General Social Security Act. In the event of an earlier retirement, the pension claim is reduced. For the occupational disability pension and the pension for surviving dependants, basic amounts are provided as a minimum pension. The pension fund at Valida Pension AG is financed by UNIQA through ongoing contributions for the individual members of the Management Board. Equalisation payments to Valida Pension AG are due if members of the Management Board depart before the age of 65 (imputed contribution payment duration to prevent excess financing).

Principles for vested rights and claims of the Management Board of the company in the event of termination of their position

Severance payments have been agreed upon based partially on the provisions of the Salaried Employee Act. The agreed-upon termination packages on the occasion of premature termination of the work of the Board member conform to the criteria of Rule 27a of the Austrian Code of Corporate Governance. The benefits are fundamentally retained in the event of termination of membership on the Management Board; however, a reduction rule applies.

© UNIQA Group 2013