Principles of profit-sharing for the Management Board

A variable remuneration component is made available to the members of the Management Board in the form of bonus agreements and granted in the form of a one-off payment if the specified criteria for the entitlement to the bonus have been satisfied.

The system used to calculate the variable component of the remuneration for the Management Board was modified when the appointments to the Management Board were extended from the 2013 financial year. A short-term incentive (STI) is offered in which a one-off payment is made if the defined criteria for the payment of the incentive have been met, based on the Company’s earnings situation and agreed individual objectives for each financial year. A long-term incentive (LTI) is also made available in parallel with the STI. The LTI is a share-based payment arrangement with cash settlement and provides for one-off payments after a period of four years based on a virtual investment in UNIQA shares each year and the performance of UNIQA shares, ROE and total shareholder return over the period. This incentive is subject to agreed upper limits and an obligation on the members of the Management Board to make an annual investment in UNIQA shares with a holding period of four years in each case. The system complies with Rule 27 of the Austrian Code of Corporate Governance.

Principles and requirements for the Company pension scheme provided for the Management Board

UNIQA has agreed retirement pensions, invalidity pension benefits and surviving dependants’ pensions for the members of the Management Board. The beneficiaries’ actual pension entitlements are a contractual arrangement with Valida Pension AG, which is responsible for managing the pensions. The retirement pension generally becomes due for payment when the beneficiary meets the requirements for receiving a retirement pension as specified in the Austrian General Social Security Act. In event of an earlier retirement, the pension entitlement is reduced. In the case of the occupational invalidity pension and the pension for surviving dependants, basic amounts are provided as a minimum pension.

The pension plan at Valida Pension AG is funded by UNIQA through ongoing contributions for the individual members of the Management Board. Compensation payments must be made to Valida Pension AG if members of the Management Board step down before the age of 65 (imputed contribution payment duration to prevent overfunding).

Principles for vested rights and entitlements of the Management Board of the Company in the event of termination of their position

Severance payments have been agreed based on the provisions of the Austrian Salaried Employee Act. These severance payments, which are made if the employment contract of a member of the Management Board is terminated prematurely, comply with the criteria set out in Rule 27a of the Austrian Code of Corporate Governance The member of the Management Board generally retains his or her pension entitlements if his or her function is terminated, but the entitlements are subject to curtailment rules.

© UNIQA Group 2015