Our Mission and Our Values

GUEST COMMENTARY | MISSION AND VALUES 13

Our mission and our values

The UNIQA Group endeavours to supply Austria with an unprompted brand recogni- Closeness to our high-quality products, services and processes tion score of 81 per cent. customers and corporate on a consistent basis and, in addition, to incor- values put into practice: porate trends, technical progress and knowl- According to surveys, UNIQA is associat- these are the cornerstones edge from our diverse customer contacts. We ed with positive emotions such as courage, of our success. We will also want to be a reliable partner for our cus- happiness, innovation, curiosity and crea- achieve the objectives of tomers. We are there to support them whatever tivity. Building on this foundation, we initi- the UNIQA Group if we their circumstances, providing them with the ated our first integrated international com- impress our customers confidence and courage that will enable them munications campaign in May 2014 entitled with services that are to enjoy their lives. “Denk UNIQA – Denk Mut zum Glück” (Think second to none. UNIQA – Be Bold, Be Happy). In this campaign, Our mission and our values – we encourage our customers to take a proac- a sound basis tive approach to shaping their lives. We have been successful, as attested by several audi- Just like in a family, we are dedicated to our ence and industry awards, as well as market customers so that they can enjoy life-long se- surveys. Following the launch in Austria, we curity and plan their lives with confidence. We then implemented the campaign in CEE. The want to abide by our four corporate values: we cross-media campaign is supported by discus- inspire, we shape the future, we are straight- sion forums such as denk.uniqa.at and initia- forward and we deliver. These values have tives for employees. grown from our business and determine our approach in all our areas of activity. In 2015, 80 brand ambassadors in Austria and approximately 500 brand ambassadors in in- The UNIQA and Raiffeisen ternational markets were busy spreading the Insurance brand names – word on behalf of UNIQA. They were tasked strong and trustworthy with bringing UNIQA’s mission and values into their areas of activity and their organisa- Our uniform brand strategy across Europe em- tions. To this end, in over 50 workshops in all phasises the common identity shared by the en- our countries, numerous brand ambassadors tities in the UNIQA Group. We operate in all and employees identified the most important markets (with the exception of Russia) under moments in customer contact. They came up the UNIQA brand name. UNIQA and Raiffeisen with more than 150 specific measures which Insurance are the two strongest insurance help provide the perfect support to customers brands in Austria; UNIQA is in first place by far, in every aspect of their interactions with the based on a score of 76 per cent for unprompted company related to UNIQA’s brand and values. brand recognition. Raiffeisen Insurance benefits in turn from the strength of the Raiffeisen brand, the most recognised banking brand in 14

Good regional Russia: excellent cooperation with banking partner Raiffeisen ensures high profi tability positioning despite recession. RU

Central Europe (CE)

Eastern Europe (EE) Czech Republic: GDP per capita PL growth of 260% (1995–2014) Southeastern Europe (SEE) shows convergence of Central UA Russia and Western Europe.

AT HU Austria: with a market share RO of 47% in health insurance, UNIQA perfectly covers Austrians’ number 1 need. HR High potential in CEE (insurance spending per capita and year in EUR) BA RS 2,154 Sales breakdown by region UNIQA International (38%) BG 2,007 ME KO

13% Central Europe MK

2% Eastern Europe 1977–1984 AL 45% 38% 5% Southeastern Europe 1951–1971

UNIQA Austria UNIQA International 1% Russia Southeastern Europe: insurance spending of only 358 18% Western Europe 114 134 € 114 per capita and year 54 suggests enormous potential

17% Raiffeisen Insurance Austria for increases. EE SEE Russia CE Austria EU 15

Good regional Russia: excellent cooperation with banking partner Raiffeisen ensures high profi tability positioning despite recession. RU

Central Europe (CE)

Eastern Europe (EE) Czech Republic: GDP per capita PL growth of 260% (1995–2014) Southeastern Europe (SEE) shows convergence of Central UA Russia and Western Europe.

13% Central Europe MK

2% Eastern Europe 1977–1984 AL 45% 38% 5% Southeastern Europe 1951–1971

UNIQA Austria UNIQA International 1% Russia Southeastern Europe: insurance spending of only 358 18% Western Europe 114 134 € 114 per capita and year 54 suggests enormous potential

17% Raiffeisen Insurance Austria for increases. EE SEE Russia CE Austria EU 16 COMPANY & STRATEGY | MANAGEMENT BOARD

Management Board of UNIQA Insurance Group AG

ANDREAS BRANDSTETTER 2004. In 2005, he took over as CEO of UNIQA Chairman of the Management Board / International AG. He was appointed to the CEO / b. 1969 Management Board of UNIQA Insurance Group With UNIQA since 1997. Previously, he worked AG on 1 July 2011. for Raiffeisen Group in Austria and Brussels. He was appointed to the Management Board Responsible for: UNIQA International in 2002 and has driven the development of the CEE network. He took over as Chief Executive THOMAS MÜNKEL Officer (CEO) on 1 July 2011. Member of the Management Board / COO / b. 1959 Responsible for: Investor Relations, Group Appointed as Chief Operating Officer (COO) Communication, Group Marketing, Group on 1 January 2013. Previously, he held various Human Resources, Group Internal Audit, and management positions in an international in- the Group General Secretary function surance group over a period of 20 years.

HANNES BOGNER Responsible for: Group Operations, Group IT, Member of the Management Board / Group Project Office CIO / b. 1959 With UNIQA since 1994. Chief Financial Officer KURT SVOBODA (CFO) from 1998 to 2014. Since 1 January 2015, Member of the Management Board / he has been Chief Investment Officer (CIO) of CFO/CRO / b. 1967 the UNIQA Group. Previously, he worked as With UNIQA since 2003. Initially, he was a man- an Austrian Certified Public Accountant and aging director in the UNIQA Capital Markets Tax Advisor (beeideter Wirtschaftsprüfer und GmbH. He was appointed to the Management Steuerberater). Board as Chief Risk Officer (CRO) on 1 July 2011. On 1 January 2015, he also assumed responsibil- Responsible for: Group Asset Management, ity for the role of Chief Financial Officer (CFO) Legal & Compliance, Group Internal Audit of the UNIQA Group. Prior to 2003, he worked for international insurance companies and for WOLFGANG KINDL an auditing firm. Member of the Management Board / UNIQA International / b. 1966 Responsible for: Group Finance-Accounting, With UNIQA since 1996 and in the interna- Group Finance-Controlling, Group Actuarial tional business since 1997. He was the CEO of and Risk Management, Group Reinsurance, UNIQA Assurances in Geneva from 2000 to Regulatory Affairs

From left to right: Thomas Münkel, Wolfgang Kindl, Andreas Brandstetter, Kurt Svoboda, Hannes Bogner COMPANY & STRATEGY | MANAGEMENT BOARD 17 Full speed ahead into the future New customers Change in customer

expectations Growth in CEE

Regulatory burdens Low interest rates

Digital transformation UNIQA 2.0

Our growth Ready for launch Initial successes Shape the future

strategy 2011–2012 2013–2015 2016–2020

Goals … … Implementation … … Heading for new targets! 2016–2020: focus and quantitative targets

1. Customer growth Double the number of customers by 2020 Number of customers 15 million customers by 2020 INVESTMENTS IN THE FUTURE from 7.5 million to 15 million 2011: 7.7 million Stay relevant in our customers‘ lives No.1 in Austria and no.3 in CEE by 2020 + 30% OPERATIONAL EXCELLENCE 2015: 10 million Target operating model and IT core system Development and rollout of a target operating model Areas of action across the group Focus on our core insurance business in Investments: Basler in Croatia and Investing in the business model of Renewal of the central IT platform 2. Focus on core business UNIQA‘s core markets Serbia, EBRD shares in CEE, hospitals the future Disinvestments: Mannheimer Strengthening service and innovation Digital transformation Versicherung, hotels, media group culture Turnaround – life insurance Short-term: first wave of digitalisation already under way Medium-term: paradigm shift towards “better life service provider” in the digital age UNIQA Austria: increase profitability Combined ratio Focus on group-wide themes Profitability – property and 3. Implementation of Raiffeisen Insurance: increase productivity casualty insurance 2011: 104.9% – 7.1 PP key programmes UNIQA International: profitable growth Risk/Return: value-oriented management 2015: 97.8% Stability – health insurance

Strengthen equity Economic capital ratio Safeguarding the stable capital position Simpler group structure that facilitates 2011: < 100% Economic equity management Improving process efficiency FINANCIAL GOALS 4. Solid capital base financing on the stock exchange + 80 PP Re-IPO 2013 2015: > 182.2% Premium growth 2% p.a. 113.5% Ø operating ROE

Active capital management New business value 60 million p.a. Annual increase of Net cost ratio <21% by 2020 dividends per share Increase earnings before taxes by up Earnings before taxes Annual increase in dividend per share Combined ratio <95% by 2020 5. Attractive financials to € 400 million Ø operating ROE of 13.5% for 2017–2020 2011: € 145 million +190% Capital ratio >170% 2015: € 423 million UNIQA 2.0

Our growth Ready for launch Initial successes Shape the future strategy 2011–2012 2013–2015 2016–2020

Goals … … Implementation … … Heading for new targets! 2016–2020: focus and quantitative targets

Our business lines and products New customers

Change in customer We believe that As a composite insurer, we stand ready to as- LONG-TERM INVESTMENT WITH RISING insurance means giving sist our customers in every circumstance. The DEMAND our customers the best UNIQA Group offers a comprehensive range of The life insurance business model is orient- possible protection. This insurance and retirement products. Our ser- ed towards the long term: policy terms are expectations is why we offer them vices cover property and casualty insurance, around 25 years on average. For our investors, solutions for just about life insurance and health insurance. this means stable income over a longer period any need – from private of time. Life insurance is showing great growth Growth in CEE automobile insurance Life insurance potential in the CEE region because the con- to commercial storm stantly improving standard of living is leading insurance. Life insurance, in terms of premiums, is the to an increase in demand for additional insur- largest insurance line in the UNIQA Group. It ance products here as well. While the focus ear- includes savings products such as classic and ly on in many of these markets was on the mo- unit-linked life insurance. There are also bi- tor vehicle insurance business, now more and ometric products to secure against risks such more savings and investment products are be- as occupational disability, nursing or death. In ing offered in the form of life insurance. life insurance, we cleared €2.7 billion in premiums written across the Group in 2015; this In Central Europe, the conventional life insur- Regulatory burdens was about 42 per cent of total premium volume. ance model is currently facing major challenges. Historically low yield levels are adversely Low interest rates LIFE INSURANCE – THE BASICS affecting all long-term forms of saving and in- Life insurance covers economic risks that stem vestment, including life insurance. To meet from the uncertainty as to how long a customer the requirements of Solvency II, policies with will live. The insured event is the attainment of guaranteed interest rates will require relative- a certain point in time, or the death of the in- ly high levels of equity. In addition, the con- sured during the insurance period. The cus- ventional life insurance model is increasingly tomer or another authorised beneficiary then coming under criticism from consumer pro- receives a capital sum or an annuity. The pre- tection agencies. Digital transformation mium is calculated on the basis of the princi- ple of equivalence: its amount conforms to the We were the first insurance company in Aus- type of insurance, age at the time the contract tria to respond to these developments. In was signed, the policy term and the duration of December 2014, UNIQA Austria and Raiffei- premium payments. sen Versicherung AG introduced a new model for classic life insurance to the market. It is flexible and transparent, and the costs are dis- tributed fairly. The product does away with the discount rate but offers a 100-per-cent capital guarantee on net premiums and high repur- chase values from the beginning. COMPANY & STRATEGY | BUSINESS LINES AND PRODUCTS 21

This new life insurance brings customer needs, The largest share by far in the volume of prop- the requirements of the capital market and of erty and casualty insurance comes from con- the regulatory environment, down to one com- sumer business. Most property and casualty mon denominator. From the beginning, cus- insurance policies are taken out for a short tomers receive a significantly higher savings term, usually of up to three years. Broad dis- premium because costs and fees are taken tribution across a great many customers and from earnings. This means that the full pre- the relatively short duration of these products mium flows into the investment. For UNIQA, keep the capital requirements moderate, mak- this new model requires lower capital backing, ing this field of business attractive. and capital requirements decrease, depending on the policy term and interest level. PROFITABILITY INCREASED AND COMBINED RATIO LOWERED Property and casualty insurance An important quantity for property and casualty insurance is the combined ratio: In terms of premiums, property and casualty the relationship between the sum of insur- insurance is the second-largest insurance ance benefits and operating expenses on the line in the UNIQA Group, just behind life in- one hand, and the premiums on the other. The surance. This insurance line includes proper- lower this number is, the more profitable our ty insurance for private persons and compa- business. Since the launch of our UNIQA 2.0 nies, as well as private casualty insurance. In strategic programme, we have been working property and casualty insurance, we cleared constantly on strengthening our operational €2.6 billion in premiums across the Group in profitability. We can see how successful our 2015; this was also about 42 per cent of total efforts have been in the improvement of the premium volume. combined ratio, which we have been able to reduce every year since 2011. In 2015, we already PROPERTY AND CASUALTY INSURANCE – reached a combined ratio after reinsurance of THE BASICS 97.8 per cent for the Group, after 99.6 per cent With insurance against loss or damage, UNIQA in 2014, 99.8 per cent in 2013, 101.3 per cent in provides a financial compensation in the event 2012 and 104.9 per cent in 2011. of a claim. Examples of property insurance are fire insurance, comprehensive motor vehicle Health insurance insurance and liability insurance. The prin- ciple of specific fulfilment of demand applies Health insurance, in terms of premiums, is here: the insurance benefit is determined by the third-largest insurance line in the UNIQA the insured sum, the insured value and the Group. It includes voluntary health insurance amount of the claim. In contrast, casualty infor private customers, commercial preven- surance is a fixed-sum insurance product: the tive healthcare and opt-out offers for certain insurance benefit is set to a precise amount in independent contractors such as lawyers, ar- advance. chitects, and chemists. In health insurance, we cleared just under €1.0 billion in premiums across the Group in 2015; this was about 16 per cent of total premium volume. We are the undisputed market leader in this line of insurance in Austria, with a 47 per cent market share. About 92 per cent of premiums come from Austria, with the remaining 8 per cent coming from international business. 22 COMPANY & STRATEGY | BUSINESS LINES AND PRODUCTS

HEALTH INSURANCE – THE BASICS STABLE LONG-TERM BUSINESS MODEL Private health insurance is a property/casualty Health insurance is characterised by stable insurance product. In Austria, however, it is contributions to earnings, long-term contracts, calculated “as a type of life insurance”. This and a positive growth outlook. Premiums rise simply means that assurance cover is built up at in harmony with the development of health the beginning of the policy term to finance ben- costs and life expectancy. Because health in- efits as they increase with age. Terminations surance provisions are not transferrable in by the insurer are not possible in health in- the event of a withdrawal, the rate of cancella- surance. Because cost structures change over tions in this line is low. Health insurance, un- time, premiums are continuously adjusted. like property insurance, is scarcely influenced by elemental events. However, the current low About one-fifth of health insurance bene- interest rate environment in Europe also poses fits go to stationary care (for example, premi- a challenge to this line of insurance. um category), around one-fifth to out-patient care and fixed-sum insurance products such as daily benefits for hospital stays. In Austria, the UNIQA Group also operates private hospitals through the PremiQaMed Group, which is a wholly owned subsidiary of UNIQA Öster reich Versicherungen AG. COMPANY & STRATEGY | EMPLOYEES AND PARTNERS 23

Our employees and partners – serving our customers

We have around 21,200 employees and exclu- STRIVING FOR EXCELLENCE We owe our market sive sales partners, all of whom work hard to- We are constantly strengthening the skills of success to our employees gether as a team to ensure our strategic objec- our employees with new training formats and and sales partners. We tives are attained. Their commitment is a major additional training days. This starts with our are all UNIQA, and we contributing factor to the success of the UNIQA youngest employees. In 2015, UNIQA again all work together for the Group. This is why UNIQA promotes their pro- hired 13 new apprentices, which brings the good of our customers. fessional development and tries to offer them number of apprentices-in-training to 30. An the best possible working conditions. equally high-potential target group are high school graduates, who already make up about The UNIQA team – 10 per cent of new hires. In specially developed a pillar of success courses of study, they learn about the demands of the insurance business from an inside per- In 2015, the UNIQA Group had approximate- spective. ly 14,000 salaried employees, of whom 6,400 were based in Austria. They all share a common Another important component in carrying goal: like a family, we are dedicated to helping out our strategic objectives is the provision our customers so that they can enjoy life-long of customised training and development pro- security and plan their lives with confidence. grammes for managers. In 2015, we continued Our employees focus on the needs of custom- to implement INSPIRE, our company-wide ers and strive daily to deliver the high level of leadership development programme: a total quality and service to which we aspire. In rec- of 126 managers will have taken part by April ognition of their performance, employees are 2016. 360-degree feedback has been intro- remunerated at market rates. They also have duced to track top management performance access to voluntary social benefits, such as spe- throughout the Group. This enables the iden- cial employee terms for insurance, a range of tification of strengths, learning opportunities benefits linked to the promotion of employee and blind spots, and also strengthens the com- health and an occupational retirement pen- pany’s culture of providing feedback. sion plan in Austria. Annual bonuses are paid to managers and key employees, depending on DIVERSITY AND NON-DISCRIMINATION the performance of the Group and their attain- We believe that the diversity of our team is an ment of individual objectives. We still involve important cornerstone to the success of the all the other employees in Austria, for whom UNIQA Group. People from over 32 different there are no bonus agreements, in the Com- countries work at our Vienna corporate head pany’s financial success. We are paying out office alone. We actively promote knowledge around €2.7 million under our profit-sharing transfer and mobility between the countries scheme for the 2015 financial year. in which we operate. With this in mind, for example, we offer the opportunity for international job rotation. 24 COMPANY & STRATEGY | EMPLOYEES AND PARTNERS

Just under half of the employees in the UNIQA working day off each year, which they can use Group are women. The proportion of women to help a charitable institution of their choos- on Management Boards and in senior manage- ing. For those employees who used their social ment positions is 20 per cent throughout the day to help with the refugee crisis, UNIQA in- Group as a whole and 29 per cent in UNIQA creased their allocation to two days in 2015. International. In order to increase these pro- portions, recruitment processes give preference UNIQA sales – to women where they have the same skills and close to the customer at all times qualifications. In our sales operations, we focus on being close WORK-LIFE BALANCE AND SOCIAL to the customer and offering a personal service. RESPONSIBILITY A crucial foundation for our success up until We promote a work-life balance. A flexible, now is our countrywide sales network in Aus- needs-based range of childcare options pro- tria as well as in Central and Eastern Europe. vides assistance for working parents. In Aus- In order to meet all the needs of our custom- tria, UNIQA has joined with KibisCare to pro- ers in an age of increasing digitalisation and vide a comprehensive childcare service. We to inspire them with our first-class products also offer flexible working time models and and services, we will gradually be expanding enable employees to use teleworking arrange- our offerings in this area over the coming years. ments. In 2015, 21 per cent of administrative employees in Austria made use of part-time DIGITALISATION – CHALLENGE AND working and 11 per cent opted for teleworking. OPPORTUNITY To ensure psychological health among our em- Digitalisation continues to develop apace, and ployees, our burnout prevention programme our relationship to customers, and therefore offers training for managers and employees. sales, will change over the long term. The aim The evaluation of psychological stress in the must be for our products to be equally availa- workplace – which is mandatory in Austria – ble to all customers through all sales channels. has already been completed for 60 per cent of The customer must always be the focus when our employees. It showed that social support, setting up various sales options, whether it be and by extension team spirit, are very impor- electronically, by telephone or through person- tant at UNIQA. This promotes unity as well as al contact. With our multi-channel strategy, we enhancing vitality and enjoyment of life. already cover a variety of customer needs. We make use of all sales channels likely to produce The “UNIQA Freiraum” service portal of- successful results, including exclusive sales, in- fers employees a range of opportunities relat- surance brokers, banks and direct marketing. ed to health, sports, nutrition, recreation and To do this, we follow an integrative approach. the arts. Additionally, there is a wide range of opportunities available at the UNIQA Sports Club, including running, bowling and squash.

Social responsibility also forms a part of our corporate culture. We encourage our employees to give something back to society and to get involved in helping those in need. Since 2013, we have therefore been offering the UNIQA So- cial Responsibility Day in Austria. Each employee at the corporate head office is given one COMPANY & STRATEGY | EMPLOYEES AND PARTNERS 25

STRONG EXCLUSIVE SALES AS A COMPREHENSIVE BANKING NETWORK IN FOUNDATION FOR SUCCESS THE REGIONS A total of 35 per cent of the premiums generat- The banking sales channel supplements the ed by the UNIQA Group come from exclusive UNIQA Group’s extensive local presence. sales by our own employees and general agen- Across the entire Group, 27 per cent of premi- cies. In Austria, this sales channel is responsi- ums are generated through this sales channel. ble for almost half of the premiums. Approxi- The strategic partnership with the Raiffeisen mately 1,700 field sales employees are in direct Banking Group in Austria and the CEE region contact with customers locally. We support 320 provides us with access to almost 17 million po- general agencies as independent UNIQA part- tential customers. In Italy, we have a success- ners with their market presence. ful cooperation arrangement with the Veneto Banca Group for the sale of life insurance. We SERVICE FOR INSURANCE BROKERS are thus maintaining a regional focus on north- The second cornerstone of our sales operations ern Italy. is the broker sector. Brokers contribute significantly to the success of the UNIQA Group by INTEGRATED DIRECT MARKETING IS generating about 30 per cent of premiums, GROWING amounting to about €900 million in Austria We currently earn about 5 per cent of premi- and over €1 billion in international business. ums through integrated direct marketing. The excellent level of collaboration with our Online sales are becoming increasingly im- partners in this area has made us number one portant, as more and more customers are us- in brokered sales in Austria. In the CEE region, ing the internet to obtain information on the sales through this channel even account for as most suitable insurance for them. This is why much business as exclusive sales. the UNIQA Group in Austria now offers products from all departments online as well. For UNIQA has an especially close relationship more complex products we only offer informa- with its 950 TopPartners. These brokers prof- tion about the product and the price; conclud- it from personal support provided locally. ing the contract requires a personal meeting UNIQA has created a special continuing edu with an advisor. Simpler products, such as trav- cation offer that is unique in Austria: our el insurance or a simple supplementary health MaklerAkademie. Along with technical in- insurance policy, can be taken out directly on- surance training for young employees and staff line. In some CEE countries, e.g. Hungary, most from brokers’ offices, this academy also offers vehicle insurance policies are already sold on- special seminars on personal development. line. We also believe sales partnerships offer About 200 brokers and their employees took growth potential. In Austria, for example, we advantage of this offer in 2015. Brokers also have partnerships with automobile clubs such receive support by means of a 24-hour emer- as the ÖAMTC for accident insurance and with gency line and training sessions that UNIQA opticians, such as Hartlauer, for eyewear insur- VitalCoaches provide to brokers’ offices. ance. Through our UNIQA Leasing subsidiary, we offer both business customers and consum- ers a one-stop shop for motor vehicle leasing, insurance and registration. Long-standing26 tradition … … Solid ownership structure

1811–1996 1997–2012 From 2013

Founding and Initial consolidation in Austria Formation of an expansion and expansion in CEE integrated insurance Poland group 2001 Raiffeisen: 1811 AXA Austria, Bundesländer AXA Hungary, Insurance and AXA Liechtenstein Raiffeisen Insurance Austria both were 2003 merged in 1999 into what today is UNIQA. Raiffeisen 1922 is thus one of the “roots” of the Serbia, company. After 1999 Ukraine the re-IPO of 2013, the Raiffeisen 2006 Romania, Zentralbank Group 1969 Montenegro today holds a Serbia, Croatia 31.4% share in 1997 2008 UNIQA Insurance Group AG. 2013 Fusion 2009 2007 UNIQA Insurance Group Austria Collegialität: Russia The two core share- Albania, holders, UNIQA 2005 Kosovo, Versicherungsverein 1991 Romania, Macedonia Privatstiftung (Group) 2002 Bulgaria, and Collegialität Bosnia and Versicherungsverein vor Hungary Ownership structure Herzegovina Privatstiftung, are 2001 0.3% 2.3% tied to the predeces- sor of UNIQA, Austria Slovakia, Croatia, Treasury Collegialität Collegialität, which Czech Republic shares Versicherungs- merged with Bundes- verein länder Insurance and 1899 Privatstiftung Raiffeisen Insurance Austria in 1997; the name was changed 35.4% 30.6% to UNIQA in 1999. Free float UNIQA Together, they now Versicherungs- hold a total of 32.9% Free float: in 2013 the free float increased verein Privat- of the shares of to 35.4% due to the re-IPO. Since then, stiftung (Group) UNIQA Insurance this percentage has remained unchanged. Group AG. 1860 The broad spectrum of investors reflects the high international interest in the company. 31.4% Raiffeisen Zentralbank (Group) Long-standing tradition … … Solid ownership structure 27

1811–1996 1997–2012 From 2013

Responsibility means commitment

For the UNIQA Group, The task we have set for ourselves is to satisfy Here, the fields of education and healthcare of- economically sustainable the interests of a variety of stakeholders – share- fer significant examples. success goes hand in hand holders, customers, employees, society – and to with societal, interper- reconcile those interests in the best manner pos- FITNESS AND SPORTS sonal and environmental sible. As the largest health insurer in Austria, we care foresight. Our core busi- a great deal about our customers’ quality of life. ness – providing secu- Corporate Social Responsibility – That is why we support, both in Austria and in rity – is long-lasting by the starting point the CEE countries, numerous projects regard- definition. It follows the ing exercise, healthy eating and mental fitness. principles of long-term As a listed company, we are bound by the terms of the Austrian Code of Corporate Governance We are active in everything from popular to pro- thinking and action, for and have an annual review done by independ- fessional sports (alpine skiing, handball, golf). both people and the envi- ent experts in order to verify compliance. In Because successful athletes serve as positive ronment. 2015, the UNIQA Group complied with all re- role models for society at large, we work in many quirements set forth in the Austrian Economic countries with well-known athletes as brand am- Chamber’s CSR Manual. bassadors – with a special focus on youth. That’s why we foster the development of the next gener- Our company standard governing day-to-day ation of professional athletes through our spon- operations is the UNIQA Code of Conduct which sorship of various school sports tournaments, contains guidelines for interactions with em- such as the UNIQA Handball School Cup, the ployees, customers and business partners. It also UNIQA Girls Football League, the UNIQA School sets policies for gifts and donations as well as Championships Boys (volleyball), the UNIQA spare-time employment, and provides guidance School Beach Cup, bringing physical fitness into with respect to non-discrimination and custom- the everyday lives of children and adolescents. er privacy. One of the cornerstones of the Code is ensuring transparency in all areas of respon- Under the motto “Motivating with no Pres- sibility and decision-making. sure”, the UNIQA Grow-Up-Fit Camps (“UNIQA Fit Aufwachsen Camps”) offer a fun The public face of our commitment to social way to strengthen health awareness among 10- responsibility lies in our involvement in value- to-14 year-olds and their parents. In 2015, dur- enhancing institutions and initiatives. ing April and May, three of these free day-long camps were held once again in Graz, Innsbruck Commitment to society – and Eisenstadt. Experts offered 210 children moving people and their parents tips for a healthier lifestyle. Through its Vital4Brain initiative, UNIQA also Because our thoughts and actions are guided by seeks to promote exercise breaks during class- sustainability, we are always on the front lines room instruction. wherever the future is shaped with foresight. STAKEHOLDERS & GOVERNANCE | RESPONSIBILITY 29

INDIVIDUAL AND CORPORATE HEALTH individuals with special needs, as well as many AWARENESS – FOR CUSTOMERS AND other projects aimed at offering disadvantaged EMPLOYEES. people greater fulfilment. Using the UNIQA VitalPlan, we seek to help our customers lead healthier, more active lives CHARITABLE ACTIVITIES with a greater sense of well-being by employ- As of 2013, employees involved in public- ing preventive services (screening, counselling spirited projects can take one day off from work by VitalCoaches, wellness stays). We reward a per year to volunteer. As part of the refugee aid healthy lifestyle with a Fitness Bonus and pre- programme “Refugees Welcome”, the UNIQA mium refunds for unused benefits. Through Group went a step further in 2015 by doubling UNIQA VitalBilanz, UNIQA also supports the number of days that em- workplace health management – with a total of ployees could take off: those In the field of culture, UNIQA 120 modules available – by giving careful atten- interested in participating also provides support to muse tion to the health and fitness of its employees. in refugee-related activities ums, such as the Kunsthaus Bre- The spectrum of services ranges from equip- were allowed to take a second genz, the Lentos, the Joanneum, ment on the floors of the UNIQA Tower aimed day off, which could be spent the Museum of Modern Art, the at promoting motor activity to a massage ser- at the Vienna West Train National Library, the Residence vice and activities at the UNIQA Sports Club, Station, at a border crossing Gallery, the Jewish Museum of including sailing, tennis, jogging, volleyball, or in one of the refugee shel- Vienna, the Arnold Schönberg etc. 92 UNIQA teams participated in the 2015 ters for about 180 people pro- Center, the Sigmund Freud Mu- Business Run at the Vienna Prater. We even vided by UNIQA in Vienna. seum, and events, such as the foster a good work-life balance through our em- In addition, both cash and in- CEE Film Festival, while also ployee service, “UNIQA Freiraum”, consisting kind donations were collected, sponsoring various internation- of exercise units and arranging for childcare including items such as sleep- al art projects. as well as facilities available right in the heading bags (with company man- quarters building itself (e.g. laundry service). agement matching donations one-to-one) as well as food and clothing. During EDUCATION, ART AND CULTURE 2015, we also donated 800 old employee mobile During the 2015/2016 school year, UNIQA phones to charity. By recycling them, the long- is offering its support for the seventh time term unemployed are being provided with the as the main sponsor of the speech contest means of reentering the job market. “SAG’S MULTI” for immigrant and non-immigrant young people. We have been pro- On the International Day of the Girl Child, moting both students and their technical 11 October 2015, the UNIQA Tower was illumi- advancements on behalf of people with disa- nated in pink to draw attention to the unequal bilities since 2011 through the idea competi- treatment of girls around the world. In countries tion “UNIKATE” . In 2015, we again served as where UNIQA International operates, region- sponsor to the children’s opera at the Salzburg al social welfare projects are being supported Festival, with collaboration on this project set on an ongoing basis, such as the project for chil- to continue through 2017. dren with learning difficulties by the Institute Komanski Most in Montenegro. Commitment to people – shaping worlds ASSISTANCE DURING PERIODS OF TRANSITION To us, social involvement also means commit- Many crises are temporary in nature and can im- ment to marginalised groups. We aid and en- pact practically anyone. In response to the glob- courage participation in sports activities by al economic crisis, in the case of endowment 30 STAKEHOLDERS & GOVERNANCE | RESPONSIBILITY

insurance the UNIQA Group therefore provides pellet heating systems, etc. against hazards such the opportunity to apply for a release from pre- as indirect lightning strikes or defective materi- mium payments while keeping full coverage. This als and workmanship. In addition, upon provid- TimeOut option, which involves a free deferral of ing proof of the purchase of a solar water heat- premium payments for at least six months, up to er, heat pump, photovoltaic system or controlled a maximum of two years, starting with the fourth ventilation system, homeowner coverage during year of coverage, is available to the unemployed the first three months is free of charge. or the chronically ill, for example. LEADING BY EXAMPLE Commitment to the environment – Internal competitions such as the Raiffeisen preserving the world around us Sustainability Challenge help foster ideas for a healthy environment. The Climate Protection Our contribution to securing and creating a Manual offers employees information and prac- healthy environment for future generations is tical tips on how they can reduce their impact diverse in character: on the one hand, we seek on the climate through their everyday routines to set an example at our own sites, but we also at home and at work. The Electricity Reduction take environmental and climate concerns into Competition encourages employees to measure account in the way we shape our products and their personal electricity consumption over the set their prices. course of a year. The winner is the person who saves the most power during the year. UNIQA DESIGNING INSURANCE PRODUCTS WITH is also promoting the use of vehicles with low

FORESIGHT CO2 emissions or electric company cars in Aus- Upon request, we can, for instance, invest depos- tria. If employees decide to do without a car en- ited premiums for unit-linked life insurance in tirely, we subsidise the purchase of public trans- sustainability funds. But sustainability can also port passes. be found in other products as well. Our motor vehicle insurance, Safeline, for instance, rewards The UNIQA Tower in Vienna meets the latest environmentally-responsible driving habits. requirements for energy efficiency and climate Built-in GPS devices and the Safeline app not protection. As of 2008, the Tower was the first only ensure rapid assistance in the event of an office building in Austria and one of the first in accident, they also record distances travelled. Europe to hold the European Union’s Green- Those who drive less can save up to 25 per cent Building Certificate. It has also been awarded on liability and comprehen- the Developer’s Prize, the Facility Prize and the By developing the Green Mobil- sive motor insurance. And in- US Green Building Council Lead. In Austria, the ity programme, UNIQA has insurance coverage for electric UNIQA Group gets 100 per cent of its electricity troduced twelve group-wide cli- powered vehicles is cheap- from suppliers with the “Green Energy” desig- er than for gasoline or die- nation. The use of heat pumps decreases CO mate-friendly mobility criteria. 2 Measures involved in the pro- sel-powered vehicles. UNIQA emissions by 84 t/year, while 33 per cent of the gramme include driver train- Austria offers a 25 per cent dis- power for heating and cooling is obtained from ing for energy-efficient driving, count on motor vehicle liability geothermal sources. A cooling ceiling installed charging stations for electric coverage and currently insures in all floors at the UNIQA Tower provides for cars, the widest possible deploy- 15 per cent of all electric cars in static and convective cooling. ment of video conferencing in Austria. Household and home- place of business travel and the owner insurance also includes UNIQA is also a founding member of the appointment of an internal “Cli- an environmental component, Raiffeisen Climate Protection Initiative, which mate Manager”. which insures solar/photovol- has been promoting sustainable economic and taic systems, heat pumps and social models since 2007. STAKEHOLDERS & GOVERNANCE | SHARES 31

UNIQA on the capital market

UNIQA shares are listed in the prime market The UNIQA share price dropped by around The economic envi- segment of the Vienna Stock Exchange. After 3 per cent during the course of 2015 to €7.53, ronment continued to the successful re-IPO in October 2013 and the largely held back by the continuing record low challenge us in 2015. resulting sharp increase in liquidity, since 2014 yields. During the same period, Austria’s lead- However, UNIQA still UNIQA shares have also been listed in Austria’s ing ATX index rose by nearly 11 per cent, and managed to record the leading ATX index. the benchmark index for the European insur- best earnings before taxes ance sector, EURO STOXX Insurance, also in its history. Based on gained around 20 per cent. this fact, it will be pro- UNIQA SHARES – KEY FIGURES posed at the Annual Gen- eral Meeting to increase In € 2015 2014 2013 2012 2011 the dividend to 47 cents UNIQA share price as at 31 December 7.53 7.78 9.28 9.86 9.42 High 9.41 10.02 11.14 13.40 16.50 per share. Low 7.04 7.34 8.12 8.75 9.00 Average daily turnover (in € million) 4.5 3.2 1.5 0.1 0.1 Market capitalisation as at 31 December (in € million) 2,326.8 2,404.0 2,867.5 2,112.5 1,346.9 Earnings per share 1.07 0.94 1.21 0.75 – 1.73 Dividend per share 0.471) 0.42 0.35 0.25 0

1) Proposal to the Annual General Meeting

Shareholder structure remained shareholder Collegialität Versicherungsverein unchanged Privatstiftung still holds 2.3 per cent of UNIQA. The portfolio of treasury shares remained un- The shareholder structure of UNIQA remained changed at 0.3 per cent. unchanged again in 2015. The free float amounted to 35.4 per cent, more than one third of the UNIQA’s share performance in total number of shares. At the end of 2015, mar- detail ket capitalisation based on the free float therefore amounted to approximately €824 million. After opening the year at €7.83 on 2 January Raiffeisen Zentralbank (Group) continues to 2015, UNIQA shares reached their low for hold 31.4 per cent (BL Syndikat Beteiligungs the year of €7.04 already on 28 January 2015. Gesellschaft m.b.H. 22.8 per cent, RZB Ver- In the subsequent months though the price sicherungsbeteiligung GmbH 8.6 per cent) as a bounced back, and on 22 May 2015 reached a core shareholder. The core shareholder UNIQA high for the year of €9.41. After this, the price Versicherungsverein Privatstiftung (Group) fluctuated for some time in the €8 to €9 range, continues to hold 30.6 per cent (Austria Ver- before falling back below €8 in the autumn. At sicherungsverein Beteiligungs-Verwaltungs the end of 2015, UNIQA shares stood at €7.53. GmbH 23.7 per cent, UNIQA Versicherungs The UNIQA share price also fell in the first verein Privatstiftung 6.9 per cent) and the core weeks of 2016 in sync with the general decline 32 STAKEHOLDERS & GOVERNANCE | SHARES

in insurance share values across Europe and at Despite planned investments of around 11 February stood at just €5.04. On 18 March €500 million over the next ten years and the 2016, the share price was back at the €6.50 challenges associated with low interest rates, mark. UNIQA plans to continuously increase annual dividend payments per share over the coming Dividend distribution years as part of a progressive dividend policy.

One of our concerns is to make sure that the In dialogue with analysts and shareholders in UNIQA participate in the investors success of the business to an appropriate extent. We have been targeting a dividend dis- We attach the utmost importance to providing tribution for 2015 ranging between 40 and our shareholders as well as the entire financial 50 per cent of the consolidated profit. On the community with regular, comprehensive, up- basis of the separate financial statements of to-date information about the ongoing per- UNIQA Insurance Group formance of the Company. In this regard, the AG, the Management UNIQA management team was again available CURRENTLY, THE FOLLOWING Board will therefore pro- in 2015 to answer the questions of investors and INVESTMENT BANKS REGU- pose to the Annual Gener- analysts at numerous roadshows and banking LARLY PUBLISH RESEARCH al Meeting the payment of conferences and also held a large number of REPORTS ON UNIQA SHARES: a dividend of 47 cents per one-on-one meetings during the year. The first • Berenberg Bank dividend-bearing share for UNIQA capital markets day took place in Lon- • Deutsche Bank the 2015 financial year. don on 14 March 2016 and attracted more than • Erste Group Bank This means a dividend 30 participants. All reports and corporate infor- • J.P. Morgan payment of €145 million, mation can be accessed online at www.uniqa- • Raiffeisen Centrobank • UBS or 44 per cent of consoli- group.com. In addition, our investor relations dated profit. team is happy to answer individual questions via [email protected].

UNIQA SHARES – INFORMATION

Ticker symbol UQA Reuters UNIQ.VI Bloomberg UQA AV ISIN AT0000821103 Market segment Vienna Stock Exchange – prime market Trading segment Official market Indices ATX, ATX FIN, MSCI Europe Small Cap Number of shares 309,000,000

FINANCIAL CALENDAR 2016

20 May 2016 Record Date for the Annual General Meeting 26 May 2016 First Quarter Report 2016 30 May 2016 Annual General Meeting 9 June 2016 Ex-dividend Date 10 June 2016 Dividend Record Date 13 June 2016 Dividend Payment Date 25 August 2016 Half-Year Financial Report 2016 24 November 2016 First to Third Quarter Report 2016 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE 33

Corporate Governance Report

Since 2004, the UNIQA Group has pledged to UNIQA also declares its continued willingness comply with the Austrian Code of Corporate to comply with the Austrian Code of Corporate Governance and publishes the declaration of Governance as currently amended. However, conformity both in the Group annual report and UNIQA deviates from the provisions of the on the Group website at www.uniqagroup.com Code as amended with regard to the following in the Investor Relations section. The Austrian C rules (comply or explain rules) and the ex- Code of Corporate Governance is also public- planations are set out below. ly available at www .corporate-governance.at. RULE 49 Implementation and compliance with the in- Due to the growth of UNIQA’s shareholder dividual rules in the Code are evaluated an- structure and the special nature of the insur- nually by PwC Wirtschaftsprüfung GmbH – ance business with regard to the investment with the exception of Rules 77 to 83. Rules 77 of insurance assets, there are a number of con- to 83 of the Code are evaluated by the law firm tracts with individual members of the Supervi- Schönherr Rechtsanwälte GmbH. The evalu- sory Boards of related companies, in which these ation is carried out largely using the question- Supervisory Board members discharge duties as naire for the evaluation of compliance with the members of governing bodies. If such contracts Code published by the Austrian Working Group require approval by the Supervisory Board in ac- for Corporate Governance (as amended Janu- cordance with Section 95(5)(12) of the Austrian ary 2015). The reports on the external evalua- Stock Corporation Act (Rule 48), the details of tion in accordance with Rule 62 of the Austri- these contracts cannot be made public for rea- an Code of Corporate Governance can also be sons of company policy and competition law. All found at www.uniqagroup.com. transactions are in any case entered into and processed on an arm’s length basis. Structural34 integration of all risk carriers in Austria

Current structure of UNIQA Group Planned structure from 2017

UNIQA Insurance Group UNIQA Insurance Group

UNIQA Raiffeisen UNIQA UNIQA UNIQA UNIQA UNIQA Austria Insurance International Reinsurance Austria International Reinsurance

50% 50%

Salzburger Landes- FINANCE LIFE UNIQA Versicherung UNIQA national national companies companies

UNIQA Insurance Group AG as streamlined holding company UNIQA Insurance Group AG as holding company of the group with functional group management

Four risk carriers in Austria One risk carrier in Austria

UNIQA International AG with regional Management Board UNIQA International AG focuses on functional management Structural integration 35 of all risk carriers in Austria

Current structure of UNIQA Group Planned structure from 2017

UNIQA Insurance Group UNIQA Insurance Group

UNIQA Raiffeisen UNIQA UNIQA UNIQA UNIQA UNIQA Austria Insurance International Reinsurance Austria International Reinsurance

50% 50%

Salzburger Landes- FINANCE LIFE UNIQA Versicherung UNIQA national national companies companies

UNIQA Insurance Group AG as streamlined holding company UNIQA Insurance Group AG as holding company of the group with functional group management

Four risk carriers in Austria One risk carrier in Austria

UNIQA International AG with regional Management Board UNIQA International AG focuses on functional management 36 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE

Composition of the Management • Member of the Supervisory Board of Board Casinos Austria Aktiengesellschaft, Vienna • Member of the Supervisory Board of CHAIRMAN CEESEG Aktiengesellschaft, Vienna • Member of the Supervisory Board of Andreas Brandstetter, Niederösterreichische Versicherung AG, Chief Executive Officer (CEO) St. Pölten *1969, appointed 1 January 2002 until 31 De- • Member of the Supervisory Board of cember 2016 Wiener Börse AG, Vienna

Responsible for: Number of UNIQA shares held as at 31 Decem- • Investor relations ber 2015: 7,341 shares • Group Communication • Group Marketing Wolfgang Kindl • Group Human Resources *1966, appointed 1 July 2011 until 31 Decem- • Group Internal Audit ber 2016 • Group General Secretary Responsible for: Supervisory Board appointments or compa- • UNIQA International rable functions in other domestic and foreign companies not included in the consolidated Number of UNIQA shares held as at 31 Decem- financial statements ber 2015: 7,341 shares • Member of the Supervisory Board of Raiffeisen Zentralbank Österreich Aktien Thomas Münkel, gesellschaft, Vienna (until 27 June 2015) Chief Operating Officer (COO) • Member of the Board of Directors of SCOR *1959, appointed 1 January 2013 until 31 De- SE, Paris (until 30 April 2015) cember 2016

Number of UNIQA shares held as at 31 Decem- Responsible for: ber 2015: 21,819 shares • Group Operations • Group IT MEMBERS • Group Project Office

Hannes Bogner, Supervisory Board appointments or compa- Chief Investment Officer (CIO) rable functions in other domestic and foreign *1959, appointed 1 January 1998 until 31 De- companies not included in the consolidated cember 2016 financial statements • Member of the Supervisory Board of Responsible for: Raiffeisen Informatik GmbH, Vienna • Group Asset Management • Legal & Compliance Number of UNIQA shares held as at 31 Decem- • Group Internal Audit ber 2015: 7,341 shares

Supervisory Board appointments or compa- Kurt Svoboda, rable functions in other domestic and foreign Chief Financial and Risk Officer (CFO/CRO) companies not included in the consolidated *1967, appointed 1 July 2011 until 31 Decem- financial statements ber 2016 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE 37

Responsible for: Supervisory Board is in regular contact with • Group Finance – Accounting the CEO to discuss the Company’s strategy, • Group Finance – Controlling business performance and risk management. • Group Actuarial and Risk Management • Group Reinsurance Members of the Supervisory Board • Regulatory Affairs CHAIRMAN Number of UNIQA shares held as at 31 Decem- ber 2015: 7,990 shares Walter Rothensteiner *1953, appointed 3 July 1995 until the 20th AGM The work of the Management Board (2019)

The work of the members of the Management Supervisory Board appointments in domestic Board is regulated by the rules of procedure. and foreign listed companies The division of the business responsibility as • Chairman of the Supervisory Board of decided by the entire Management Board is ap- Raiffeisen Bank International AG, Vienna proved by the Supervisory Board. The rules of procedure govern the obligations of the mem- FIRST VICE CHAIRMAN bers of the Management Board to provide the Supervisory Board and each other with infor- Christian Kuhn mation and approve each other’s activities. *1954, appointed 15 May 2006 until the 20th The rules of procedure specify a list of activ- AGM (2019) ities that require consent from the Superviso- ry Board. The Management Board generally SECOND VICE CHAIRMAN holds weekly meetings in which the members of the Management Board report on the cur- Erwin Hameseder rent course of business, determine what steps *1956, appointed 21 May 2007 until the 20th should be taken and make strategic corporate AGM (2019) decisions. In addition, there is a continuous exchange of information between the members Supervisory Board appointments in domestic of the Management Board regarding relevant and foreign listed companies activities and events. • Chairman of the Supervisory Board of AGRANA Beteiligungs-Aktiengesellschaft, The meetings of the Management Board of Vienna UNIQA Insurance Group AG are attended by • Vice Chairman of the Supervisory Board of the CEOs of UNIQA Österreich Versicherun- STRABAG SE, Villach gen AG and Raiffeisen Versicherung AG – • First Vice Chairman of the Supervisory Hartwig Löger and Klaus Pekarek respective- Board of Flughafen Wien Aktiengesellschaft, ly – with an advisory vote. The resulting body Vienna Airport is known as the Group Executive Board. • First Vice Chairman of the Supervisory Board of Raiffeisen Bank International AG, The Management Board informs the Super- Vienna visory Board at regular intervals, in a timely • Second Vice Chairman of the Supervisory and comprehensive manner, about all relevant Board of Südzucker AG, Mannheim questions of business development, including the risk situation and the risk management of the Group. In addition, the Chairman of the 38 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE

THIRD VICE CHAIRMAN DELEGATED BY THE CENTRAL WORKS COUNCIL Eduard Lechner *1956, appointed 25 May 2009 until the 20th Johann-Anton Auer AGM (2019) *1954, since 18 February 2008

MEMBERS Number of UNIQA shares held as at 31 Decem- ber 2015: 10,106 shares Markus Andréewitch *1955, appointed 26 May 2014 until the 20th Peter Gattinger AGM (2019) *1976, from 10 April 2013 until 26 May 2015

Ernst Burger Heinrich Kames *1948, appointed 25 May 2009 until the 20th *1962, since 10 April 2013 AGM (2019) Number of UNIQA shares held as at 31 Decem- Supervisory Board appointments in domestic ber 2015: 56 shares and foreign listed companies • Vice Chairman of the Supervisory Board of Harald Kindermann Josef Manner & Comp. Aktiengesellschaft, *1969, since 26 May 2015 Vienna Number of UNIQA shares held as at 31 Decem- Peter Gauper ber 2015: 750 shares *1962, appointed 29 May 2012 until the 20th AGM (2019) Franz-Michael Koller *1956, since 17 September 1999 Johannes Schuster *1970, appointed 29 May 2012 until the 20th Number of UNIQA shares held as at 31 Decem- AGM (2019) ber 2015: 912 shares

Supervisory Board appointments in domestic Friedrich Lehner and foreign listed companies *1952, from 31 May 2000 to 1 September 2008 • Member of the Supervisory Board of and since 15 April 2009 Raiffeisen International AG, Vienna Number of UNIQA shares held as at 31 Decem- Kory Sorenson ber 2015: 912 shares *1968, appointed 26 May 2014 until the 20th AGM (2019) The Supervisory Board of UNIQA Insurance Group AG held six meetings in 2015. Supervisory Board appointments in domestic and foreign listed companies • Member of the Board of Directors of SCOR SE, Paris • Member of the Board of Directors of Phoenix Group Holdings, Cayman Islands • Member of the Board of Directors of Pernod Ricard, Paris STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE 39

Committees of the Supervisory Delegated by the Central Works Council Board • Johann-Anton Auer • Heinrich Kames COMMITTEE FOR BOARD AFFAIRS • Franz-Michael Koller

Chairman INVESTMENT COMMITTEE • Walter Rothensteiner Chairman Vice Chairman • Erwin Hameseder • Christian Kuhn Vice Chairman Members • Christian Kuhn • Erwin Hameseder • Eduard Lechner Members • Eduard Lechner WORKING COMMITTEE • Peter Gauper • Kory Sorenson Chairman • Walter Rothensteiner Delegated by the Central Works Council • Johann-Anton Auer Vice Chairman • Heinrich Kames • Christian Kuhn • Franz-Michael Koller

Members The work of the Supervisory Board • Erwin Hameseder and its Committees • Ernst Burger • Eduard Lechner The Supervisory Board advises the Manage- • Johannes Schuster ment Board in its strategic planning and projects. It decides on the matters assigned to it by Delegated by the Central Works Council law, the Articles of Association and its rules of • Johann-Anton Auer procedure. The Supervisory Board is respon- • Heinrich Kames sible for supervising the management of the • Franz-Michael Koller Company by the Management Board. It is made up of nine shareholder representatives. AUDIT COMMITTEE A Committee for Board Affairs has been ap- Chairman pointed to handle the relationship between • Walter Rothensteiner the Company and the members of its Manage- ment Board relating to employment and salary; Vice Chairman this committee also acts as the Nominating and • Christian Kuhn Remuneration Committee. The Committee for Board Affairs dealt with legal employment for- Members malities concerning the members of the Man- • Erwin Hameseder agement Board and with questions relating to • Eduard Lechner remuneration policy and succession planning • Kory Sorenson at its two meetings in 2015. 40 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE

The Working Committee of the Supervisory respective committees. For information con- Board is called upon to make decisions only if cerning the activities of the Supervisory Board the urgency of the matter means that the deci- and its committees, please also refer to the de- sion cannot wait until the next meeting of the tails in the Report of the Supervisory Board. Supervisory Board. It is the Chairman’s responsibility to assess the urgency of the matter. Independence of the Supervisory The decisions passed must be reported in the Board next meeting of the Supervisory Board. Gen- erally, the Working Committee can make de- All elected members of the Supervisory Board cisions on any issue that is the responsibility of have declared their independence under Rule the Supervisory Board but this does not include 53 of the Austrian Code of Corporate Govern- issues of particular importance or matters that ance. Kory Sorenson satisfies the criteria in Rule must be decided upon by the full Supervisory 54 for companies with a free float of more than Board by law. The Working Committee did not 20 per cent. convene for any meetings in 2015. It made one decision by way of circular resolution. A Supervisory Board member is considered independent if he or she is not in any business or The Audit Committee of the Supervisory Board personal relationship with the company or its performs the duties assigned to it by law. The Management Board, that represents a material Audit Committee convened for three meet- conflict of interests and is therefore capable of ings, which were also attended by the auditor influencing the behaviour of the member con- of the (consolidated) financial statements. The cerned. meetings discussed all the documents relating to the financial statements, the Corporate Gov- UNIQA has established the following points as ernance Report and the appropriation of profit additional criteria for determining the inde- proposed by the Management Board. Further- pendence of a Supervisory Board member: more, the audit of the 2015 financial statements • The Supervisory Board member should not of the companies of the consolidated group was have been a member of the Management planned and the auditor reported on the results Board or a managing employee of the Com- of preliminary audits. In particular, the Audit pany or a subsidiary of the Company in the Committee was provided on a quarterly basis past five years. with the reports of the Internal Auditing de- • The Supervisory Board member should not partment concerning audit areas and material maintain or have maintained within the last findings based on the audits conducted. year any business relationship with the Com- pany or a subsidiary of the Company that is Finally, the Investment Committee advises material for the Supervisory Board mem- the Management Board with regard to its in- ber concerned. This also applies to business vestment policy; it has no decision-making au- relationships with companies in which the thority. The Investment Committee held four Supervisory Board member has a significant meetings at which the members discussed the economic interest but does not apply to func- capital investment strategy, questions con- tions performed on decision-making bodies cerning capital structure and the focus of risk in the Group. and asset liability management. • The Supervisory Board member should not have been an auditor of the Company or a The various chairmen of the committees in- shareholder or salaried employee of the audit- formed the members of the Supervisory ing company within the last three years. Board about the meetings and the work of the STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE 41

• The Supervisory Board member should not The fact that the shareholder representative on be a member of the Management Board of our Supervisory Board Kory Sorenson was se- another company in which a Management lected as one of the 100 most influential wom- Board member of our Company is a member en in the insurance industry by a British proof the other company’s Supervisory Board fessional magazine is particularly encouraging. unless one of the companies is a member of the other company’s group or holds an invest- Enabling employees to achieve a work-life bal- ment in the other company. ance and providing them with straightforward • The Supervisory Board member should not access to services that make everyday life easi- be a member of the Supervisory Board for er, especially for mothers, are key factors in pro- longer than 15 years. This does not apply to moting women. UNIQA has created a compre- Supervisory Board members who are share- hensive range of services known as “Freiraum” holders with a business investment or who (Latitude) that addresses these needs. In con- are representing the interests of such a share- junction with an external partner (KibisCare), holder. this range of services includes a comprehensive • The Supervisory Board member should not childcare service even on “bridging days” (be- be a close family relative (direct descendants, tween a public holiday and the weekend), an spouses, life partners, parents, uncles, aunts, advisory and agency service for childcare, pri- siblings, nieces, nephews) of a Management vate tuition, as well as a broad range of health Board member or of persons who are in one and sports activities. Advice and support with of the positions described in the above points. caring for family members has also been offered since 2015 as part of the “Elder Care” scheme. Measures to promote women on the Managment Board, the Supervisory UNIQA also supports flexible working hours Board and in executive positions and offers the option of teleworking. In 2015, 23 per cent of the administrative employees in UNIQA is convinced that a high degree of diver- Austria made use of part-time working while sity in the Group can enhance its success on a 11 per cent opted for teleworking. sustainable basis. Diversity at management levels has a positive impact on the corporate cul- In terms of professional development for man- ture. UNIQA defines diversity as different -na agers, UNIQA believes that the most promising tionalities, cultures and a collective of men and approach is to undertake joint development ac- women. This diversity also reflects the make-up tivities for both women and men. Cooperation of our customers in Austria and in 18 other Eu- between men and women then becomes a mat- ropean countries, and helps us to understand ter of course and also works much better on a them better in order to offer suitable products day-to-day basis. The “INSPIRE” management and services. People from more than 32 differ- development programme, which has been run- ent countries are employed by UNIQA at the ning since 2013, aims to put this joint develop- Vienna corporate head office alone. ment approach into practice: it brings together managers from all the markets in the UNIQA Over the course of 2015, the proportion of wom- Group; a quarter of the participants are women on Management Boards and in senior exec- en. From a recruitment perspective, however, utive positions throughout the Group rose to UNIQA exercises positive discrimination, giv- 20 per cent. The equivalent figure at an inter- ing preference to female applicants where they national level was 29 per cent – this represents have the same skills and qualifications. a 4 per cent increase compared with the previous year. 42 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE

Remuneration Report

REMUNERATION OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD The members of the Management Board receive their remuneration exclusively from UNIQA In- surance Group AG, the Group holding company.

In € thousand 2015 2014 The expenses attributable to the financial year in question for the remuneration of the members of the Management Board amounted to: Fixed remuneration1) 2,469 2,468 Variable remuneration 1,029 2,242 Current remuneration 3,498 4,710 Termination benefit entitlements 0 0 Total 3,498 4,710 of which proportionately recharged to operating subsidiaries: 2,157 2,173 Former members of the Management Board and their surviving dependants received: 2,751 2,706

1) The fixed salary components included remuneration in kind equivalent to € 86,661 (2014: € 85,463).

The breakdown of the total Management Board remuneration among the individual members of the Management Board was as follows:

Name of Mgt. Board member Fixed Variable Multi-year share-based Total current Termination Total for In € thousand remunera- remuneration remuneration (LTI)2) remuneration benefit the year tion (STI)1) entitlements Andreas Brandstetter 609 250 0 859 0 859 Hannes Bogner 459 195 0 653 0 653 Wolfgang Kindl 459 190 0 649 0 649 Thomas Münkel 485 204 0 689 0 689 Kurt Svoboda 458 190 0 648 0 648 Total 2015 2,469 1,029 0 3,498 0 3,498 Total 2014 2,468 2,242 0 4,710 0 4,710

1) The Short-Term Incentive (STI) includes the variable remuneration for the 2014 financial year, paid out in 2015. 2) The Long-Term Incentive (LTI) corresponds with a share-based remuneration agreement that was introduced in 2013 for the first time, with the beneficiary entitled to receive a cash settlement following a 4-year term. Details can be found in the Notes to the Consolidated Financial Statements.

In 2016, it is expected that the members of the paid in the financial year for the existing pen- Management Board of the UNIQA Insurance sion commitments to the members of the Man- Group AG will be paid a variable remuneration agement Board. The compensation payments (STI) in the amount of €1.9 million for the 2015 arise if a member of the Management Board financial year. steps down before the age of 65 because pension entitlements are generally funded in full In addition to the remuneration listed above, until the age of 65. the following pension fund contributions were STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE 43

PENSION FUNDS CONTRIBUTIONS Regular Compensation Total for In € thousand contributions payments the year Andreas Brandstetter 84 0 84 Hannes Bogner 128 0 128 Wolfgang Kindl 119 0 119 Thomas Münkel 245 0 245 Kurt Svoboda 105 0 105 Total 2015 681 0 681 Total 2014 681 0 681

The remuneration paid to the members of remuneration to be paid for this work in 2015. the Supervisory Board for their work in the A total of €49,100 was paid out in 2015 to cov- 2014 financial year was €443,750. Provi- er attendance fees and out-of-pocket expens- sions of €425,000 have been set aside for the es (2014: €32,700).

In € thousand 2015 2014 Current financial year (provision) 425 444 Attendance fees 49 33 Total 474 476

The breakdown of the total remuneration (in- members of the Supervisory Board was as cluding attendance fees) paid to the individual follows:

Name of Supervisory Board member Remuneration Remuneration In € thousand 2015 2014 Walter Rothensteiner 74 72 Christian Kuhn 65 61 Georg Winckler 0 24 Erwin Hameseder 65 62 Eduard Lechner 65 53 Günther Reibersdorfer 0 22 Ewald Wetscherek 0 20 Markus Andréewitch 33 20 Ernst Burger 37 35 Peter Gauper 39 35 Johannes Schuster 37 35 Kory Sorenson 43 27 Payments to employee representatives 17 12 Total 474 476

Former members of the Supervisory Board did in accordance with the Austrian Commercial not receive any remuneration. Code, are defined more broadly for the separate financial statements in accordance with the The disclosures in accordance with Sec- provisions of the Austrian Commercial Code. tion 239(1) of the Austrian Commercial Code The separate financial statements include not in conjunction with Section 80b of the Austrian only the remuneration for the decision-mak- Insurance Supervisory Act, which must be in- ing functions (Management Board) of UNIQA cluded as mandatory disclosures in the notes Insurance Group AG, but also the remuner- to the financial statements for IFRS financial ation paid to the Management Boards of the statements to release the Company from the subsidiaries if such remuneration is based on requirement to prepare financial statements a contract with UNIQA Insurance Group AG. 44 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE

PRINCIPLES OF PROFIT-SHARING FOR THE to Valida Pension AG if members of the Man- MANAGEMENT BOARD agement Board step down before the age of 65 A short-term incentive (STI) is offered in which (imputed contribution payment duration to a one-off payment is made based on the rele- prevent overfunding). vant earnings situation if the specified individual objectives for the payment of the incentive PRINCIPLES FOR VESTED RIGHTS AND have been met. A long-term incentive (LTI) is ENTITLEMENTS OF THE MANAGEMENT also provided in parallel as a share-based pay- BOARD OF THE COMPANY IN THE EVENT OF ment arrangement with cash settlement, and TERMINATION OF THEIR POSITION this provides for one-off payments after a pe- Severance payments have been agreed based riod of four years in each case based on virtu- on the provisions of the Austrian Salaried Em- al investments in UNIQA shares each year and ployee Act. These severance payments, which the performance of UNIQA shares, the ROE are made if the employment contract of a mem- and the total shareholder return over the pe- ber of the Management Board is terminated riod. Maximum limits are agreed. This LTI is prematurely, comply with the criteria set out subject to an obligation on the members of the in Rule 27a of the Austrian Code of Corporate Management Board to make an annual invest- Governance. The member of the Management ment in UNIQA shares with a holding period of Board generally retains his or her pension en- four years in each case. The system complies titlements if his or her function is terminat- with Rule 27 of the Austrian Code of Corpo- ed, but the entitlements are subject to curtail- rate Governance. ment rules.

PRINCIPLES AND REQUIREMENTS FOR THE SUPERVISORY BOARD REMUNERATION COMPANY PENSION SCHEME PROVIDED FOR The remuneration paid to the Superviso- THE MANAGEMENT BOARD ry Board is approved at the Annual General UNIQA has agreed retirement pensions, oc- Meeting as a total amount for the work in the cupational disability benefits and surviving previous financial year. The remuneration ap- dependants’ pensions for the members of the plicable to the individual Supervisory Board Management Board. The beneficiaries’ actu- members is based on their position within the al pension entitlements are a contractual ar- Supervisory Board and the number of commit- rangement with Valida Pension AG, which is tee positions held. responsible for managing the pensions. The retirement pension generally becomes due for D&O INSURANCE, POSI INSURANCE payment when the beneficiary reaches 65 years UNIQA has taken out directors’ & officers’ of age. The pension entitlement is reduced in (D&O) insurance and, in connection with the the event of an earlier retirement, with the pen- implementation of the re-IPO in 2013, public sion eligible for payment once the beneficiary offering of securities insurance (POSI) for the reaches the age of 60 at the earliest. In the case members of the Management Board, Supervi- of the occupational disability pension and sur- sory Board and senior executives. The costs are vivor’s benefits, basic amounts are provided as borne by UNIQA. 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 STAKEHOLDERS & GOVERNANCE | CORPORATE GOVERNANCE 45

Risk Report, Directors ’ Dealings the 2015 financial year – with the exception of Rules 77 to 83. Compliance with Rules 77 to 83 A comprehensive Risk report (Rule 67 of the of the Code was evaluated by Schönherr Re- Austrian Code of Corporate Governance) is chtsanwälte GmbH. The evaluation is carried included in the notes to the consolidated fi- out largely using the questionnaire for the eval- nancial statements. The notifications con- uation of compliance with the Code published cerning directors’ dealings in the year under by the Austrian Working Group for Corporate review (Rule 73 of the Austrian Code of Cor- Governance (as amended January 2015). porate Governance) can be found in the Inves- tor Relations section of the Group website at On completion of the evaluation, PwC www .uniqagroup.com. Wirtschaftsprüfung GmbH and Schönherr Rechtsanwälte GmbH confirmed that UNIQA External Evaluation had complied with the rules of the Austrian Code of Corporate Governance in 2015 – to Implementation of, and compliance with, the extent that these rules were covered by the individual rules in the Austrian Code of UNIQA’s declaration of conformity. Some of Code of Corporate Governance were evalu- the rules were not applicable to UNIQA in the ated by PwC Wirtschaftsprüfung GmbH for evaluation period.

Vienna, 18 March 2016

Andreas Brandstetter Hannes Bogner Wolfgang Kindl Chairman of the Member of the Member of the Management Board Management Board Management Board

Thomas Münkel Kurt Svoboda Member of the Member of the Management Board Management Board 46 STAKEHOLDERS & GOVERNANCE | REPORT OF THE SUPERVISORY BOARD

Report of the Supervisory Board

Dear Shareholders, however, these planned investments will re- sult in the earnings before taxes in 2016 being The year 2015 was a challenging one for the Eu- well below the 2015 level from today’s point of ropean insurance industry. Returns on Euro- view. Nevertheless, they are absolutely neces- pean government bonds with the best credit sary for the long-term stable safeguarding of ratings fell to record lows following the ECB’s the Group’s profits. decision to implement significant bond pur- chases. This affects all long-term investors in ACTIVITIES OF THE SUPERVISORY BOARD secure fixed-income securities, and therefore During 2015, the Supervisory Board was reg- the insurance industry as well. Despite this, ularly informed by the Management Board in 2015 – the fourth full year of the UNIQA about the business performance and position 2.0 strategic programme – UNIQA was able to of UNIQA Insurance Group AG and the Group achieve the best results in the history of the as a whole. It also supervised the Management Group. Board’s management of the business and ful- filled all the tasks assigned to the Supervisory The cornerstones of the strategic programme Board by law and the Articles of Association. remain unchanged: the aim is to further in- At the Supervisory Board meetings, the Man- crease the number of customers in the two ex- agement Board presented detailed quarterly isting core markets by 2020 through UNIQA reports and provided additional oral as well as focusing on its core expertise as a direct in- written reports. The Supervisory Board was surer. The company is striving for the further given timely and comprehensive information gradual improvement in the overall technical about those measures requiring its approval. results, an increase in economic earnings performance for the life insurance business – par- The members of the Supervisory Board are ticularly in Austria – and careful but profitable regularly invited to participate in information growth in Central and Eastern Europe. events on relevant topics. Two special seminars were held in 2015 on the topic of “The In- The increased digitalisation of our entire soci- surance Supervision Act 2016, the Solvency II etal and economic life represents a challenge regulations and the International Financial as well as an opportunity. UNIQA intends to Reporting Standards (IFRSs)”, and on “Com- launch a significant investment programme in pliance and audit under the new Solvency II 2016 in preparation for this change and in order regulations”. to set a new direction for information technol- ogy in the Group as a whole. This programme is FOCUS OF THE DELIBERATIONS being implemented from a position of strength: The Supervisory Board met on six occasions in as at the end of 2015 the economic capital ra- 2015. It also adopted two decisions by circulat- tio amounted to 182.2 per cent. In conjunction ing a written resolution. with the continued low level of interest rates, STAKEHOLDERS & GOVERNANCE | REPORT OF THE SUPERVISORY BOARD 47

Discussions focused on the Group’s earnings fourth quarter of 2015, the meeting of the Su- situation and its further strategic development. pervisory Board on 26 November held detailed discussions on the forecast for 2015. The Su- At the meeting held on 5 March, the Superviso- pervisory Board also evaluated is activities in ry Board mainly discussed the Group’s prelim- accordance with the Austrian Code of Corpo- inary results for 2014 and the trends in the first rate Governance. few weeks of the 2015 financial year. COMMITTEES OF THE SUPERVISORY BOARD The Supervisory Board meeting on 14 April fo- To facilitate the work of the Supervisory Board cused on the audit of the annual financial state- and to improve its efficiency, other committees ments and consolidated financial statements have been set up in addition to the mandatory for the year ended 31 December 2014 and on financial Audit Committee. the reports from the Management Board with up-to-date information on the performance The Working Committee did not hold any of the Group in the first quarter of 2015. The meetings in the past financial year. The Work- Supervisory Board also discussed the agenda ing Committee approved the terms of the hy- for the 16th Annual General Meeting held on brid capital bond by way of a circular resolu- 26 May 2015. tion on 17 July.

The meeting of the Supervisory Board held The Committee for Board Affairs, which also on 21 May was dedicated to a discussion of the exercises the functions of the Nominating and Group‘s earnings situation in the first quarter Remuneration Committee, dealt with legal of 2015. employment formalities concerning the members of the Management Board and with ques- The Supervisory Board was reconstituted in tions relating to remuneration strategy and the meeting on 26 May based on the new elec- succession planning at two separate meetings. tion of all Supervisory Board members. The Investment Committee held four meet- The Supervisory Board approved a new issue of ings at which the members discussed the cap- a hybrid capital bond amounting to €500 mil- ital investment strategy, questions concerning lion by circular resolution on 31 May. capital structure and the focus of risk and asset liability management. On 29 July, the Supervisory Board passed the resolution by circular to sell the stake in Casi- The Audit Committee held three meetings in nos Austria Aktiengesellschaft. 2015 and these meetings were also attended by the auditors of the (consolidated) financial At its meeting on 10 September, the Superviso- statements. All of the documents relating to ry Board discussed the Group’s earnings situ- the financial statements and the appropriation ation in the first half of the 2015, the latest de- of profit proposed by the Management Board velopments in the third quarter of 2015, and the were discussed at the meeting on 14 April, with forecast for the 2015 financial year. It also ad- the Compliance Manager’s annual activity re- dressed the equity planning of the Group com- port for 2014 also submitted and acknowledged panies under Solvency II. in particular. At the meeting held on 21 May, the auditor presented the planning for the au- In addition to receiving reports on the results dits of the 2015 financial statements prepared of the Group in the first three quarters of 2015 by the companies in the UNIQA Group and co- and the latest performance information for the ordinated this planning and strategy with the 48 STAKEHOLDERS & GOVERNANCE | REPORT OF THE SUPERVISORY BOARD

committee. At the meeting held on 26 Novem- the rules of the Austrian Code of Corporate ber, the auditor informed the committee about Governance in the 2015 financial year to the the findings from its preliminary audits to date. extent that the rules were included in UNIQA’s The meeting acknowledged a report by the au- declaration of conformity. ditor assessing the extent to which the risk management system was fully functioning. In The Supervisory Board acknowledged the con- addition, the Audit Committee received quar- solidated financial statements for 2015 and ap- terly reports from Internal Audit on the areas proved the 2015 annual financial statements of audited by this department and any material UNIQA Insurance Group AG. It also endorsed findings that arose from these audits. both the management report and the Group management report. The 2015 annual finan- The various chairmen of the committees in- cial statements were thereby adopted in ac- formed the members of the Supervisory Board cordance to Section 96(4) of the Austrian Stock about the meetings and their committee’s Corporation Act. work. The Supervisory Board reviewed and approved SEPARATE AND CONSOLIDATED FINANCIAL the proposal for the appropriation of profit sub- STATEMENTS mitted by the Management Board. According- The separate financial statements prepared by ly, a dividend distribution of 47 cents per share the Management Board, the management re- will be proposed to the Annual General Meet- port of UNIQA Insurance Group AG, the con- ing on 30 May 2016. solidated financial statements prepared in accordance with International Financial Re- The Supervisory Board would like to take this porting Standards (IFRSs) – as adopted by the opportunity to thank all employees of the EU – and the Group management report for the UNIQA Group for the immense personal com- year ended 31 December 2015 were audited by mitment and dedication they have shown over PwC Wirtschaftsprüfung GmbH, which issued the past year. an unqualified audit opinion. Vienna, April 2016 The Supervisory Board noted the findings of the audit with approval.

The audit of the compliance of the Corporate On behalf of the Supervisory Board Governance Report with Section 243b of the Austrian Commercial Code and the evaluation of UNIQA’s compliance with the rules of the Austrian Code of Corporate Governance (with the exception of Rules 77 to 83) in the 2015 financial year was carried out by PwC Wirtschaftsprüfung GmbH Wirtschaftsprü- fungs- und Steuerberatungsgesellschaft. The Walter Rothensteiner audits found that UNIQA had complied with Chairman of the Supervisory Board