Principles for profit participation by the Management Board

A variable remuneration 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 is granted as a one-time payment based on the earnings situation.

Starting from the 2013 financial year, the system used to calculate the variable portions of the remuneration 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 agreed as share-based remuneration with cash settlement. This provides for one-time payments after a term of four years depending on the performance of UNIQA’s shares, ROE and total shareholder return based on annual virtual investment amounts in UNIQA shares. Upper limits are agreed. Linking the LTI to an annual obligation on the part of the Management Board members to invest in UNIQA shares subject to a retention period of four years is being considered. The system complies with 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 agreed. The corresponding pension entitlements are managed by Valida Pension AG. As a matter of principle, the retirement pension is due when the beneficiary meets the requirements for receiving an old-age pension in accordance with the Austrian General Social Security Act. In the event of earlier retirement, the pension claim is reduced. For occupational disability pensions and pensions 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 step down 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 based partially on the provisions of the Austrian Salaried Employee Act. The agreed termination packages on the occasion of premature termination of the work of a Management Board member comply with the criteria set out in Rule 27a of the Austrian Code of Corporate Governance. The benefits are fundamentally retained in the event of termination of membership of the Management Board; however, a reduction rule applies.

© UNIQA Group 2014