Uniqa Insurance : Consolidated Corporate Governance Report 2023

Corporate Governance Report

Consolidated Corporate

Governance Report

Since 2004, UNIQA has been committed to compliance with the Austrian Code of Corporate Governance (ÖCGK) as currently amended and publishes the declaration of conformity both in the Group report and on www.uniqagroup.com in the Investor Relations section. The Austrian Code of Corporate Governance is publicly available at www.uniqagroup.com as well as at www.corporate-governance.at.

The Corporate Governance Report and the Consolidated Corporate Governance Report of UNIQA Insurance Group AG are summarised in this report in accordance with Section 267b in conjunction with Section 251(3) of the Austrian Commercial Code.

Implementation and compliance with the individual rules in the Austrian Code of Corporate Governance, with the exception of Rules 77 to 83, are evaluated annually by PwC Wirtschaftsprü- fung GmbH. Rules 77 to 83 of the Austrian Code of Corporate Governance are evaluated by the law firm Schönherr Rechts­ anwälte GmbH. The evaluation is carried out based mainly on the questionnaire, published by the Austrian Working Group for Corporate Governance, for the evaluation of compliance with the Code. The reports on the external evaluation in accordance with Rule 62 of the Austrian Code of Corporate Governance can also be found at www.uniqagroup.com.

The Supervisory Board is supported by Vienna Strategy HUB GmbH with self-assessments of the Supervisory Board regarding the efficiency of its activities (Rule 36 of the Austrian Code of Corporate Governance).

UNIQA also declares its continued willingness to comply with the Austrian Code of Corporate Governance as currently amended.

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Annual Financial Report 2023

Members of the Management Board

		Supervisory Board appointments or
Name	Responsible for	comparable­	functions in other domestic
and foreign companies not included in the
		consolidated financial statements
Andreas Brandstetter, Chief Executive	• Strategy & Transformation	• Member of the Supervisory Board of
Officer (CEO)	• UNIQA Ventures	STRABAG­	SE, Villach
* 1969, appointed 1 January 2002	• New Business Areas (Health/Mavie Holding)	• Member of the Supervisory Board of the
until 30 June 2028	- together with Peter Eichler	KHM Association of Museums, Vienna
	• Group General Secretary
	• Auditing
	• Customers & Markets Bancassurance
	Austria (on an interim basis from 1 January
	2023 until 31 March 2023)
	• Product Service
	• Sales Service
	• Sales Management
Peter Eichler, Personal Insurance	• Product Development - Health,
* 1961, appointed 1 January 1998 until	Life & Casualty
31 December­ 2001 and 1 July 2020 until	• Health Inpatient Benefits
30 June 2024	• Asset Management (UCM/UREM)
	• New Business Areas (Health/Mavie Holding)
	- together with Andreas Brandstetter

Wolf-Christoph Gerlach, Operations	• Applications, Contracts & Customer Service
* 1979, appointed 1 July 2020	• Property-Motor Vehicle/Property/
until 30 June 2028	Casualty Insurance
	• Life & Health Outpatient Benefits
	• Business Organisation (incl. OPEX & GPO)
	• Purchasing & Administration
	• Group Service Centre (Nitra)
Peter Humer, Customers & Markets Austria	• Regional offices	• Member of the Supervisory Board of
* 1971, appointed 1 July 2020	• Retail Austria	Salzburg­	Wohnbau GmbH, Salzburg
until 30 June 2028	• Product Development & Pricing for Motor	• Member of the Supervisory Board
	Vehicles and Standard Property Business	of "Wohnungseigentum", Tiroler
	• Sales Service	gemeinnützige Wohnbaugesellschaft
	• Sales Management	m.b.H., Innsbruck
	• Corporate Austria	• Member of the Supervisory Board of
	• Product Development & Risk Engineering	Österreichische Hagelversicherung-­
	for Corporate Property Insurance	Versicherungsverein auf Gegenseitigkeit,
	• Affinity Business	Vienna
	• Art Insurance
	• Digitalisation
Wolfgang Kindl, Customers & Markets	• Retail International
International	• Product Development & Pricing for Motor
* 1966, appointed 1 July 2020	Vehicles and Standard Property Business
until 30 June 2028	• Sales Service
	• Sales Management

• Corporate International

• Product Development & Risk Engineering

for Corporate Property Insurance

• Major/International Brokers

• Affinity Business

• Bank International

• Product Service

• Sales Service

• Sales Management

• New Insurance Solutions

• Mergers & Acquisitions

• Performance & Change Management

International

• General Secretariat International

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Corporate Governance Report

	Number of UNIQA
Management and monitoring functions in significant subsidiaries	shares held as at
	31 December 2023
• Chairman of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	134,479 shares
• Chairman of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., Tirana
• Chairman of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., Tirana
• Chairman of the Board of Directors of UNIQA Re AG, Zurich

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

13,169 shares

• Chairman of the Supervisory Board of PremiQaMed Holding GmbH, Vienna
• Member of the Supervisory Board of Valida Holding AG, Vienna
• Deputy President of the Board of Directors of UNIQA Versicherung AG, Vaduz
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń na Życie S.A., Warsaw
• Member of the Supervisory Board of UNIQA penzijní společnost, a.s., Prague
• Member of the Supervisory Board of UNIQA investiční společnost, a.s., Prague
• Member of the Supervisory Board of UNIQA d.d.s., a.s., Bratislava
• Member of the Supervisory Board of UNIQA d.s.s., a.s., Bratislava
• President of the Board of Directors of UNIQA GlobalCare SA, Geneva

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

10,370 shares

• Member of the Supervisory Board of UNIQA Asigurari De Viata S.A., Bucharest
• Member of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest
• Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest
• Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw
• Chairman of the Supervisory Board of UNIQA Group Service Center Slovakia, spol. s r.o., Nitra

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

12,137 shares

• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna

17,848 shares

• Member of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., Tirana
• Member of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., Tirana
• Member of the Board of Directors of UNIQA GlobalCare SA, Geneva
• President of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest

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Annual Financial Report 2023

Members of the Management Board

		Supervisory Board appointments or
Name	Responsible for	comparable­	functions in other domestic
and foreign companies not included in the
		consolidated financial statements
René Knapp, People & Brand	• Group People	• Member of the Supervisory Board of
* 1983, appointed 1 July 2020	• People AT	Österreichische Förderungsgesellschaft
until 30 June 2028	• Brand & Communication	der Versicherungsmathematik GmbH
	• Ethics, Sustainability & Public Affairs	(ÖFdV GmbH), Vienna
	• Works Council
Erik Leyers, Data & IT	• Data Management	• Member of the Supervisory Board of
* 1969, appointed 1 June 2016	• UITS (UNIQA IT Services GmbH)	Raiffeisen­	Informatik Geschäftsführungs
until 30 June 2024	• UIP Project (UNIQA Insurance Platform)	GmbH, Vienna
Sabine Pfeffer, Customers & Markets	• Product Service
Bancassurance Austria	• Sales Service
* 1972, appointed 1 April 2023	• Sales Management
until 31 December 2026
Kurt Svoboda, Finance & Risk Management	• Legal & Compliance	• Member of the Supervisory Board of
* 1967, appointed 1 July 2011	• Investor Relations	Wiener Börse AG, Vienna
until 30 June 2028	• Controlling
	• Finance & Accounting
	• Actuarial Services
	• Risk Management
	• Regulatory Affairs

• Reinsurance

• Auditing

Following the expiry of the Management Board mandates of Peter Eichler and Erik Leyers on 30 June 2024 (also at UNIQA Österreich Versicherungen AG), Wolf-Christoph Gerlach will take over the areas of responsibility of Erik Leyers, and René Knapp those of Peter Eichler from 1 July 2024.

The work of the Management Board

The work of the members of the Management Board of UNIQA Insurance Group AG is regulated by rules of procedure. The allocation of the responsibilities as decided by the Group Executive Board is approved by the Supervisory Board. The rules of procedure govern the obligations of the members of the Management Board to provide the Supervisory Board and each other with information and approve each other's activities. The rules of procedure also specify a list of activities that require consent from the Supervisory Board. The Management Board generally holds weekly meetings in which the members of the Management Board report on the current course of business, determine what steps should be taken and make strategic corporate decisions. In addition, there is a continuous exchange of information between the members of the Management Board regarding relevant activities and events.

The meetings of the Management Boards of UNIQA Insurance Group AG and UNIQA Österreich Versicherungen AG, which are composed of the same individuals, are usually held as joint sessions.

The Management Board informs the Supervisory Board at regular intervals, in a timely and comprehensive manner, about all relevant questions of business development, including the risk situation and the risk management of the Group. In addition, the Chairman of the Supervisory Board is in regular contact with the CEO to discuss the company's strategy, business performance and risk management.

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Corporate Governance Report

	Number of UNIQA
Management and monitoring functions in significant subsidiaries	shares held as at
	31 December 2023
• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	15,000 shares
• Member of the Management Board, UNIQA Österreich Versicherungen AG, Vienna	12,743 shares
• Member of the Supervisory Board, UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw
• Member of the Supervisory Board, UNIQA pojišťovna, a.s., Prague
• Member of the Supervisory Board, UNIQA Group Service Center Slovakia, spol. s r.o., Nitra
• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna (since 1 April 2023)	1,959 shares
• Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	18,546 shares
• Vice Chairman of the Board of Directors of UNIQA Re AG, Zurich
• Member of the Supervisory Board of UNIQA pojišťovna, a.s., Prague
• Member of the Supervisory Board of CherryHUB BSC Korlátolt Felelösségü Társaság, Budapest
• Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń S.A., Warsaw
• Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczeń na Życie S.A., Warsaw

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Annual Financial Report 2023

Members of the Supervisory Board

	Supervisory Board appointments	Management and
Name	in domestic and foreign	monitoring functions
companies listed on the stock	in significant
	exchange	subsidiaries

Number of UNIQA shares held as at 31 December 2023

Burkhard Gantenbein, Chairman		• Chairman of the Supervisory	25,250 shares
(from 6 June 2023)		Board, UNIQA Österreich
* 1963, appointed 29 May 2017		Versicherungen AG, Vienna
until the 28th AGM (2027)		(from 6 June 2023; member
		until 6 June 2023)
Walter Rothensteiner, Chairman		• Chairman of the Supervisory
(until 6 June 2023)		Board, UNIQA Österreich
* 1953, appointed 3 July 1995		Versicherungen AG, Vienna
until the 24th AGM (2023)		(until 6 June 2023)
Johann Strobl, 1st Vice Chairpersons	• Vice Chairman of the	• Vice Chairman of the
(from 6 June 2023)	Supervisory Board, Tatra banka,	Supervisory Board, UNIQA
* 1959, appointed 25 May 2020	a. s., Bratislava	Österreich Versicherungen
until the 28th AGM (2027)		AG, Vienna (from 6 June 2023;
		member until 6 June 2023)
Christian Kuhn, 1st Vice Chairpersons
(until 6 June 2023)
Christian Kuhn, 2nd Vice Chairpersons		• Member of the Supervisory
(from 6 June 2023)		Board, UNIQA Österreich Ver-
* 1954, appointed 15 May 2006		sicherungen AG, Vienna (from
until the 28th AGM (2027)		6 June 2023; Vice Chairman
		until 6 June 2023)
Johann Strobl, 2nd Vice Chairpersons
(until 6 June 2023)
Marie-Valerie Brunner, 3rd Vice Chairpersons		• Member of the Supervisory	1,750 shares
(from 6 June 2023)		Board, UNIQA Österreich
* 1967, appointed 28 May 2018 until the 28th		Versicherungen AG, Vienna
AGM (2027)
Burkhard Gantenbein, 3rd Vice Chairpersons
(until 6 June 2023)
Markus Andréewitch, Member		• Member of the Supervisory
* 1955, appointed 26 May 2014		Board, UNIQA Österreich
until the 28th AGM (2027)		Versicherungen­	AG, Vienna
Marie-Valerie Brunner, Member
(until 6 June 2023)
Klaus Buchleitner, Member		• Member of the Supervisory
*1964, appointed 23 May 2022		Board, UNIQA Österreich
until the 28th AGM (2027)		Versicherungen­	AG, Vienna
Anna Maria D'Hulster, Member		• Member of the Supervisory	1,400 shares
* 1964, appointed 20 May 2019		Board, UNIQA Österreich
until the 28th AGM (2027)		Versicherungen­	AG, Vienna
Elgar Fleisch, Member		• Member of the Supervisory
* 1968, appointed 28 May 2018		Board, UNIQA Österreich
until the 28th AGM (2027)		Versicherungen­	AG, Vienna
Jutta Kath, Member		• Member of the Supervisory	3,400 shares
* 1960, appointed 30 May 2016		Board, UNIQA Österreich
until the 28th AGM (2027)		Versicherungen AG, Vienna
		• Member of the Board of
		Directors, UNIQA Re AG,
		Zurich
Rudolf Könighofer, Member	• Member of the Supervisory	• Member of the Supervisory
* 1962, appointed 30 May 2016	Board, Raiffeisen International	Board, UNIQA Österreich
until 20 May 2019 and 6 June 2023	AG, Vienna	Versicherungen AG, Vienna
until the 28th AGM (2027)		(since 6 June 2023)

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Corporate Governance Report

	Supervisory Board appointments	Management and	Number of UNIQA
	in domestic and foreign	monitoring functions
Name	shares held as at
companies listed on the stock	in significant
	31 December 2023
	exchange	subsidiaries
Delegated by the Central Works Council
Sabine Andre
* 1966, since 20 May 2019
Irene Berger
* 1965, since 20 May 2020
Peter Gattinger
* 1976, from 10 April 2013 until 26 May 2015
and since 30 May 2016
Heinrich Kames			56 shares
* 1962, since 10 April 2013
Harald Kindermann			750 shares
* 1969, since 26 May 2015

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Annual Financial Report 2023

Committees of the Supervisory Board

Committee	Chairpersons	Vice	Members	Delegated by the
Chairpersons	Central Works Council
Committee for	Burkhard	Johann Strobl	Marie-Valerie Brunner (since
Board Affairs	Gantenbein (from	(from 6 June	6 June 2023), Burkhard Gantenbein
	6 June 2023),	2023),	(until 6 June 2023), Christian Kuhn
	Walter	Christian Kuhn	(from 6 June 2023), Johann Strobl
	Rothensteiner	(until 6 June 2023)	(until 6 June 2023)
	(until­	6 June 2023)
Working Committee	Burkhard	Johann	Marie-Valerie Brunner, Elgar Fleisch,	Sabine Andre,
	Gantenbein (from	Strobl (from	Burkhard Gantenbein (until	Peter Gattinger,
	6 June 2023),	6 June 2023),	6 June 2023), Rudolf Könighofer (since	Heinrich Kames
	Walter	Christian	6 June 2023), Christian Kuhn (from
	Rothensteiner	Kuhn (until	6 June 2023), Johann Strobl (until
	(until­	6 June 2023)	6 June 2023)	6 June 2023)
Audit Committee	Anna Maria	Burkhard	Marie-Valerie Brunner (since	Sabine Andre,
	D'Hulster (from	Gantenbein (from	6 June 2023), Anna Maria D'Hulster	Peter Gattinger,
	6 June 2023),	6 June 2023)	(until 6 June 2023), Burkhard	Heinrich Kames
	Walter	Christian Kuhn	Gantenbein (until 6 June 2023),
	Rothensteiner	(until 6 June 2023)	Jutta Kath, Christian Kuhn (since
	(until 6 June 2023)		6 June 2023), Johann Strobl
Investment Committee	Marie-Valerie	Christian Kuhn	Klaus Buchleitner, Anna Maria	Sabine Andre,
	Brunner		D'Hulster, Burkhard Gantenbein,	Peter Gattinger,
				Jutta Kath	Heinrich Kames
IT Committee	Markus	Jutta Kath	Marie-Valerie Brunner	Peter Gattinger,
	Andréewitch		(until 6 March 2024), Klaus Buchleitner	Heinrich Kames
				(since 6 March 2024), Elgar Fleisch
Digital Transformation	Elgar Fleisch	Burkhard	Markus Andréewitch, Marie-Valerie	Sabine Andre,
Committee			Gantenbein	Brunner (until 6 March 2024), Klaus	PeterGattinger,
				Buchleitner (since 6 March 2024),	Heinrich Kames
				Anna Maria D'Hulster, Rudolf
				Könighofer (since 6 June 2023), Walter
				Rothensteiner (until 6 June 2023)
Human Resources and	Burkhard	Marie-Valerie	Anna Maria D'Hulster, Elgar Fleisch	Sabine Andre,
General Remuneration	Gantenbein	Brunner		Peter Gattinger
Committee
("HRCommittee")

Publication in accordance with Rule 49 of the Austrian

Code of Corporate Governance

Group companies of UNIQA Insurance Group AG have appointed the law firm andréewitch & partner rechtsanwälte GmbH to provide consulting services on matters involving IT law. Supervisory Board member Markus Andréewitch holds a 60 per cent stake in this company. A new partner of andrée- witch & partner rechtsanwälte GmbH will assume responsibility for the existing mandate from UNIQA to provide legal advice. Markus Andréewitch does not personally contribute to the advisory services. The advisory services are remunerated at arm's length. The Supervisory Board has provided its consent for the mandate to provide legal advice to continue.

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Corporate Governance Report

The work and activities of the Supervisory Board and its committees­

The Supervisory Board advises the Management Board in its strategic planning and projects. It decides on the matters assigned to it by law, the Articles of Association and its rules of procedure. The Supervisory Board is responsible for supervising the management of the company by the Management Board. It is comprised of ten shareholder representatives and five employee representatives, and it convened for nine meetings in 2023. Two decisions were made by way of circular resolution. All members of the Supervisory Board attended more than half of the meetings of the Supervisory Board in the 2023 financial year either in person or virtually via telephone or video conference.

A Committee for Board Affairs has been appointed to handle the relationship between the company and the members of its Management Board relating to employment and salary; this committee also acts as the Nominating and Remuneration Committee (for the Management Board) and is composed of the members of the Executive Committee of the Supervisory Board. In 2023, the Committee discussed the remuneration of the Management Board, dealt with the preparation of the Remuneration Reports for the Management Board and the Supervisory Board in alignment with the remuneration policy established for each as well as with the succession planning of the Management Board and the Supervisory Board over several meetings.

The Working Committee of the Supervisory Board is only called upon to make decisions if the urgency of the matter means that the decision cannot wait until the next meeting of the Supervisory Board. It is the Chairman's responsibility to assess the urgency of the matter. The resolutions passed must be reported in the next meeting of the Supervisory Board. Generally, the Working Committee can make decisions on any issue that is the responsibility of the Supervisory Board, but this does not include issues of particular importance or matters that must be decided upon by the full Supervisory Board by law. The Working Committee did not convene for any meetings in 2023.

The Audit Committee of the Supervisory Board performs the duties assigned to it by law. The Audit Committee convened for three meetings, which were also attended by the statutory auditor of the (consolidated) financial statements, and there were also discussions with the auditor without the presence of the Management Board. The meetings dealt with all the documents relating to the financial statements, the Corporate Governance Report, the appropriation of profit proposed by the Management Board and the report on the audit of the risk management (all for the 2022 financial year); in addition, PwC Wirtschaftsprüfung GmbH was again proposed for selection as statutory auditor for the 2024 financial year. The planning of the 2023 audits of the companies of the consolidated group was discussed with the auditor, and the statutory auditor reported on the results of preliminary audits. In particular, the Audit Committee received quarterly reports from Internal Audit concerning audit areas and material findings based on the audits conducted and the compliance officer reported on her activities on an ongoing basis. The accounting process was monitored on the basis of specific circumstances.

The Investment Committee advises the Management Board with regard to its investment policy; it has no decision-making authority. The Investment Committee held four meetings during which the members discussed the capital investment strategy, questions concerning capital structure and the focus of risk management and asset liability management.

The IT Committee dealt with the ongoing monitoring of project progress in the implementation of the UNIQA Insurance Platform and other IT projects over the course of four meet- ings.

The Digital Transformation Committee held four meetings in 2023 in which it dealt with the digitalisation of core process- es, the reduction in complexities in the product portfolio and the consolidation of digital work processes related to customers and employees.

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Annual Financial Report 2023

The Supervisory Board's Human Resources and General Remuneration Committee ("HR Committee") held four meetings on diversity and inclusion matters, employee development and talent management issues, as well as executive remuneration schemes and employee participation programmes. The Committee also dealt intensively with the progress of the implementation of the HR strategy within the framework of UNIQA 3.0. The HR Committee's activities are closely coordinated with the Personnel Committee.

The chairs of the respective committees informed the full Supervisory Board about the meetings and their committees' work.

For information concerning the activities of the Supervisory Board and its committees, please also refer to the details in the Report of the Supervisory Board.

As the shareholder representatives are composed of the same individuals, the Supervisory Board of UNIQA Insurance Group AG meets in a joint session with the Supervisory Board of UNIQA Österreich Versicherungen AG.

Independence of the Supervisory Board

All members of the Supervisory Board elected during the Annual General Meeting have declared their independence under Rule 53 of the Austrian Code of Corporate Govern- ance. Both Anna Maria D'Hulster and Jutta Kath also fulfil the criteria of Rule 54 of the Austrian Code of Corporate Governance, as they are neither shareholders with a stake of more than 10 per cent nor do they represent the interests of such shareholders.

A Supervisory Board member is considered independent if he or she is not in any business or personal relationship with the company or its Management Board that represents a material conflict of interest and is therefore capable of influencing the behaviour of the member concerned.

UNIQA has established the following additional criteria for determining the independence of a Supervisory Board mem- ber:

• The Supervisory Board member should not have been a member of the Management Board or a senior executive of the company or a subsidiary of the company in the past five years.
• The Supervisory Board member should not maintain or have maintained within the last year any business relation- ship with the company or a subsidiary of the company that is material for the Supervisory Board member concerned. This also applies to business relationships with companies in which the Supervisory Board member has a significant economic interest, but does not apply to functions per- formed on decision-making bodies in the Group.
• The Supervisory Board member must not have been a statu- tory auditor of the company or a shareholder or salaried em- ployee of the auditing company within the last three years.
• The Supervisory Board member should not be a member of the Management Board of another company in which a Management Board member of the company is a member of the other company's Supervisory Board unless one of the companies is a member of the other company's group or holds an investment in the other company.
• The Supervisory Board member should not be a member of the Supervisory Board for longer than 15 years. This does not apply to Supervisory Board members who are share- holders with a business investment or who are representing the interests of such a shareholder.
• The Supervisory Board member should not be a close family relative (direct descendant, spouse, life partner, parent, un- cle, aunt, sibling, niece or nephew) of a Management Board member or of persons who are in one of the positions de- scribed in the above points.

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