Report of the Supervisory Board

Dr. Walter Rothensteiner, Chairman of the Supervisory Board (photo)

Walter Rothensteiner,
Chairman of the
Supervisory Board

Ladies and Gentlemen,

for UNIQA, 2012 was dominated by the UNIQA 2.0 long-term strategic programme.

Under this programme, UNIQA has set the objective of expanding its customer base to 15 million by 2020 and of increasing earnings before taxes by up to €400 million in comparison to 2010. The company is concentrating on the core business. It is targeting profitable business in Austria and profitable growth in Central and Eastern Europe.

In 2012, UNIQA tackled the first stage of the implementation of this strategy and achieved its target result. It divested a range of activities that were not part of the core business, improved the risk profile, and pressed ahead with the main points of the strategic programme UNIQA 2.0. UNIQA completed a cash capital increase amounting to €500 million and created a Group structure that is conducive to its planned capital market activities.

Activity of the Supervisory Board

During 2012, the Supervisory Board was regularly informed by the Management Board of business developments and the situation at UNIQA Versicherungen AG and of the Group as a whole. It also supervised the Management Board's management of the business and fulfilled all the tasks assigned to the Supervisory Board by legislation and the company articles. In the Supervisory Board meetings, the Management Board presented detailed quarterly reports and provided additional oral and written reports to the Supervisory Board. The Supervisory Board was given timely and comprehensive information about those measures requiring its approval.

The members of the Supervisory Board were invited to participate in a series of information events on relevant topics, for example, a seminar in 2012 on current trends in relation to the IFRS and Solvency II regulations.

Focus of the meetings

The meetings focused on the Group's earnings situation and its further strategic development. The Supervisory Board held six meetings in 2012 and made one decision regarding steps to be taken by circulating it in writing.

In the meeting on 13 March, the Supervisory Board mainly discussed the preliminary Group earnings for the 2011 financial year and medium-term planning up to 2015.

The Supervisory Board meeting on 26 April focused on the Annual Financial Statements and Consolidated Financial Statements as at 31 December 2011, the Management Board's report on Group developments during the first quarter of 2012. Basic resolutions regarding plans to increase the share capital of UNIQA Versicherungen AG from the “authorised capital” and regarding the change in the Group's legal form were passed.

In addition, the Supervisory Board addressed the termination of cooperation with the European Bank for Reconstruction and Development. Negotiations regarding the proposed choice of auditor were completed on 2 May with a resolution in writing.

The constituent Supervisory Board meeting of 29 May marked the election of a new Chairman of the Supervisory Board after Christian Konrad tendered his resignation following almost 22 years of service on the Supervisory Board.

On 26 June, the Supervisory Board assessed the resolution regarding the increase of the share capital of UNIQA Versicherungen AG from the authorised capital and the contractual basis for the restructuring of the Austrian insurance group.

At the meeting on 11 September, the Supervisory Board dealt mainly with developments at the company during the first six months of 2012 and the resolution to increase the share capital of UNIQA Versicherungen AG from the authorised capital in return for the contribution of the remaining shareholdings in UNIQA Österreich Versicherungen AG held by Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung and Collegialität Versicherungsverein Privatstiftung. In addition, the Supervisory Board supported the strategy adopted by the Management Board by approving the sale of hotel properties and businesses. Finally, the thresholds for transactions requiring approval in the rules of procedure were increased by an appropriate amount.

In addition to reporting on the Group earnings during the first three quarters of 2012 and planning for the 2013 financial year, the Supervisory Board discussed its activities at its meeting on 27 November in accordance with the Code of Corporate Governance. It also passed resolutions concerning changes to the Management Board and approved the new division of business responsibility in the Management Board from 1 January 2013.

Committees of the Supervisory Board

To facilitate the work of the Supervisory Board and to improve its efficiency, other committees have been set up in addition to the mandatory financial Audit Committee.

The Working Committee primarily discussed the profit development in the Group, examined the company strategy and handled a number of tasks assigned to the Audit Committee since both committees share the same members. It held two meetings in 2012 and made three decisions regarding steps to be taken by circulating them in writing.

At its two meetings, the Committee for Board Affairs dealt with the legal employment formalities of the members of the Management Board and with questions regarding compensation policies and succession planning, in particular regarding the composition of the Management Board as of 1 January 2013.

The Investment Committee had five meetings on the capital investment strategy, questions concerning the capital structure and the positioning of risk and asset liability management.

The Audit Committee, including the Working Committee, which was also functioning as an audit committee, met in two sessions, dealt with all audit documents and the Management Board's proposed appropriation of profit, concentrating particularly on the internal auditing reports on audit regions and significant audit discoveries based on executed audits.

The various chairmen of the committees informed the members of the Supervisory Board about the meetings and their committee's work.

Annual Financial Statements and Consolidated Financial Statements

The Annual Financial Statements prepared by the Management Board and the Management Report of UNIQA Versicherungen AG as well as the Consolidated Financial Statements prepared according to the International Financial Reporting Standards (IFRSs) and the Group Management Report for 2012 were audited by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft and given an unqualified auditor's opinion.

The Supervisory Board acknowledged and approved the results of the audit.

The consistency check of the Corporate Governance Report according to Section 243b of the Austrian Commercial Code as well as an evaluation of UNIQA’s compliance with the Austrian Code of Corporate Governance rules in the 2012 financial year were performed by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH, and the final results indicated that UNIQA complied with the rules of the Austrian Code of Corporate Governance in the 2012 financial year – insofar as these were included in the compliance declaration.

The Supervisory Board approved the Consolidated Financial Statements and the Annual Financial Statements of UNIQA Versicherungen AG and agreed to the Group Management Report and the Management Report. The 2012 Annual Financial Statements were thereby adopted in accordance with Section 96 (4) of the Austrian Stock Corporation Act.

The Supervisory Board examined and approved the proposed appropriation of profit submitted by the Management Board. Accordingly, a dividend distribution amounting to €0.25 per share will be proposed to the Annual General Meeting on 27 May 2013.

The Supervisory Board would like to thank all employees of the UNIQA Group for their immense personal commitment during the past financial year.

Vienna, April 2013
On behalf of the Supervisory Board

Walter Rothensteiner,
Chairman of the Supervisory Board

© UNIQA Group 2013