Uniqa Insurance : PwC Evaluation Report 2023

Independent Assurance Report

(Translation)

UNIQA Insurance Group AG,

Vienna

Independent Assurance Report on the Evaluation of Compliance with the C-Rules of the ÖCGK (Austrian Code of Corporate Governance) of UNIQA Insurance Group AG, Vienna, as at 31 December 2023

We draw attention to the fact that the English translation of this report is presented for the convenience of the reader only and that the German wording is the only legally binding version.

Table of Contents
Conclusion	1
Management's Responsibility	2
Auditor's Responsibility	2
Restriction of Use	3
General Conditions of Contract	4
Index of Appendices
Consolidated Corporate Governance Report Financial Year 2023
of UNIQA Insurance Group AG, Vienna	1
General Conditions of Contract for the Public Accounting Professions (AAB 2018)	2

PwC

I

PwC Wirtschaftsprüfung GmbH Donau-City-Straße 7

1220 Vienna Austria

Tel.: [phone] - 0

Fax: [phone] - 601

E-mail: [e-mail] www.pwc.at

To the

Management Board of

UNIQA Insurance Group AG

Mr. Kurt Svoboda

Untere Donaustraße 21

1029 Vienna

Independent Assurance Report on the Evaluation of Compliance with the C-Rules of the ÖCGK (Austrian Code of Corporate Governance) of UNIQA Insurance Group AG, Vienna, as at 31 December 2023

(Translation)

Limited assurance report pursuant to KFS/PG13

We performed an evaluation of compliance with the rules of the ÖCGK (Austrian Code of Corporate Governance) as amended in January 2023; with the exception of rules 77 to 83, which are relevant to the (group) auditor.

Conclusion

Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the C-Rules 1 - 76 of the ÖCGK in the financial year 2023 have not been complied with and/or the Corporate Governance Report does not contain an explanation of the points concerned and the reasons for the departure (section 243c para. 1 subsec. 3 UGB (Austrian Company Code)).

Domicile: Vienna; Company Register: FN 88248 b, Commercial Court of Vienna; DVR: 0656071; VAT number: ATU16124600; WT: 800834

PwC Wirtschaftsprüfung GmbH is a member of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

Management's Responsibility

The respective bodies of the Company appointed for that purpose are responsible for the proper preparation of the Consolidated Corporate Governance Report in accordance with statutory requirements (section 243c UGB and section 267b UGB) and for reporting on the implementation of and compliance with the relevant rules of the ÖCGK within the Consolidated Corporate Governance Report as well as for actual compliance with these rules.

Auditor's Responsibility

Our responsibility is to express a limited assurance conclusion based on our procedures and on the evidence obtained as to whether anything has come to our attention that causes us to believe that, in all material aspects, the C-Rules 1 - 76 of the ÖCGK in the financial year 2023 have not been complied with and/or, if there is any departure, the Corporate Governance Report does not contain an explanation of the points concerned and the reasons for the departure (section 243c para. 1 subsec. 3 UGB).

We performed our engagement in accordance with the professional standards applicable in Austria with regard to other assurance engagements (KFS/PG 13) and the Opinion of the Austrian Financial Reporting and Auditing Committee on the preparation and evaluation of the (Consolidated) Corporate Governance Report in accordance with section 243c and 267b UGB (AFRAC Opinion 22 as amended in December 2020). These standards require that we comply with our ethical requirements, including rules on independence, and that we plan and perform our procedures by considering the principle of materiality to be able to express a limited assurance conclusion based on the assurance obtained. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement; consequently the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

The selection of the procedures lies in the sole discretion of the auditor and comprises, in particular, the following activities:

• Interviews with the Company's competent bodies and/or employees named by them,
• Inspection of the records made available to us by the Company, in particular the Consolidated Corporate Governance Report as well as check of samples of the evidence made available and information provided to us.
• Inspection of relevant publications on the website of UNIQA Insurance Group AG, Vienna (www.uniqa.at).

The evaluation of compliance with the C-Rules of the ÖCGK was performed on the basis of the questionnaire for the evaluation of compliance with the ÖCGK, published by the Austrian Working Group for Corporate Governance.

PwC

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As we were the Company's statutory auditor in the financial year 2023, the audit of the compliance with C-Rules 77 to 83 of the ÖCGK was not part of our engagement.

The evaluation of conformity with the L-Rules as well as with the R-Rules of the ÖCGK and components of the Consolidated Corporate Governance Report that do not represent a minimum requirement in accordance with AFRAC opinion 22 were not subject of our audit.

The audit was performed exclusively on the basis of the documents and records as well as the detailed information provided to us by the responsible contact person.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Neither an audit nor a review of financial statements is objective of our engagement. Furthermore, neither the disclosure and solution of fraud, such as e.g., embezzlement or other kinds of fraudulent acts, nor the assessment of the effectiveness and profitability of the management are objectives of our engagement.

Restriction of Use

The report is addressed to the Management Board of the Company and does not constitute a basis for any reliance on its contents by other third parties. Therefore, no claims of other third parties can be derived from it.

Our report may solely be published on the Company's website. Any other distribution - including of parts of the report - (e.g. of appendices to the report) - is not permitted without our express consent.

Our engagement is based on the General Conditions of Contract for the Public Accounting Professions (AAB 2018), especially regarding the limitation of our liability.

PwC

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General Conditions of Contract

Our report is issued based on the engagement agreed upon with you and is governed by the General Conditions of Contract for the Public Accounting Professions (AAB 2018) enclosed to this report, which also apply towards third parties.

Vienna

7 March 2024

PwC Wirtschaftsprüfung GmbH

Werner Stockreiter

Austrian Certified Public Accountant

signed:

PwC

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Appendices

Appendix 1

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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Group 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 July 2020	Life & Casualty
until 30 June 2024	• Health Inpatient Benefits
	• 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 SA, 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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