Disclosures required under Section 243a of the Austrian Commercial Code

Disclosures required under Section 243a paragraph 1 of the Austrian Commercial Code

  1. The share capital of UNIQA Insurance Group AG amounts to €309,000,000 and is comprised of 309,000,000 individual no-par value bearer shares. €285,356,365 of the share capital was fully paid in cash and €23,643,635 was paid in non-cash contributions. All shares confer the same rights and obligations.
  2. Due to their voting commitments, the shares of UNIQA Versicherungsverein Privatstiftung, Austria Versicherungsverein Beteiligungs-Verwaltungs GmbH, BL Syndikat Beteiligungs Gesellschaft m.b.H., Collegialität Versicherungsverein Privatstiftung and RZB Versicherungsbeteiligung GmbH are counted together. Reciprocal preemptive rights have been agreed upon between the first four shareholders listed.
  3. Raiffeisen Zentralbank Österreich Aktiengesellschaft holds indirectly, via BL Syndikat Beteiligungs Gesellschaft m.b.H. and RZB Versicherungsbeteiligung GmbH, a total of 31.40 per cent (allocated in accordance with the Austrian Stock Exchange Act) of the Com-pany’s share capital; UNIQA Versicherungsverein Privatstiftung holds directly and indirectly through Austria Versicherungsverein Beteiligungs-Verwaltungs GmbH a total of 30.58 per cent (allocated in accordance with the Austrian Stock Exchange Act) of the Company’s share capital.
  4. No shares with special control rights have been issued.
  5. The employees that have share capital exercise their voting rights directly.
  6. No provisions of the Articles of Association or other provisions exist that go beyond the statutory provisions for appointing Management Board and Supervisory Board members or for modifying the Articles of Association with the exception of the rule that when a Supervisory Board member turns 70 years of age, they retire from the Supervisory Board at the end of the next Annual General Meeting.
  7. The Management Board is authorised to increase the Company’s share capital once or mul-tiple times up to and including 30 June 2019 with the approval of the Supervisory Board by a total of no more than €81,000,000 by issuing up to 81,000,000 no-par value bearer or registered shares in exchange for payment in cash or in kind. The Management Board is further authorised until 27 November 2015 to buy back up to 21,424,790 treasury shares through the Company and/or through subsidiaries of the Company (Section 66 of the Stock Corporation Act). As at 31 December 2014, the Company held 819,650 treasury shares.
  8. With regard to the holding company STRABAG SE, corresponding agreements with other shareholders of this holding company exist.
  9. No compensation agreements exist for the event of a public takeover offer.

Disclosures required under section 243a Paragraph 2 of the Austrian Commercial Code

The most important features of the internal control and risk management system with regard to the financial reporting process are described in the notes to the consolidated financial statements (Risk Report).

© UNIQA Group 2015