Vienna Insurance : 2023 VIG Holding Remuneration Report

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe

Remuneration Report 2023

In case of doubt, the German version prevails.

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Remuneration Report 2023

Table of contents

1.	Introduction - business performance	3
2.	Remuneration report relating to members of the Managing Board	4
	2.1	General	4
	2.2	Overview of the aggregate remuneration	5
		Fixed remuneration	5
		Variable remuneration	6
		Remuneration granted by subsidiaries	9
		Ancillary benefits which are not success-based	9
		Overview of the aggregate remuneration for active members of the Managing Board	10
		Remuneration for previous members of the Managing Board	10
3.	Remuneration report relating to members of the Supervisory Board	11
	3.1	General	11
	3.2	Overview of the aggregate remuneration	11
		Fixed remuneration	11
		Variable remuneration	11
		Other parts of the remuneration and other agreements	11
		Individual remuneration	11
4.	Other information and explanations	12

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Remuneration Report 2023

The following remuneration report was prepared by the Managing Board and Supervisory Board of Vienna Insurance Group AG Wiener Versicherung Gruppe and gives a detailed overview of the remuneration paid or owed to current or previous members of the Managing Board and Supervisory Board during the financial year 2023.

1. Introduction - business performance

Vienna Insurance Group AG Wiener Versicherung Group closed 2023 with a significant plus in earnings and once again proved itself to be a stable and reliable partner in challenging times.

Strong premium growth

The total premium volume of EUR 13.8 billion exceeded the value of the previous year by 9.8%. All the segments and lines of business contributed to this premium increase. In comparison with the previous year, the segments Poland (+12.7%), Extended CEE (+12.5%), Special Markets (+11.3%) and Group Functions (+13.8%) recorded double-digit premium growth. In the segment Extended CEE, in particular the Baltics (+12.2%), Romania (+17.8%) and Hungary (+24.1%) showed a dynamic premium development. In the segment Special Markets Georgia (+19.9%) and Türkiye (+18.4%, adjusted for inflation) achieved strong premium growth. Double-digit premium growth was achieved in the following lines of business: motor third-party liability (+14.4%), motor own damage (+14.3%) as well as other property and casualty (+11.2%). The premiums in health insurance grew by 7.5% and in life insurance by 2.7%.

Strong plus in profit before taxes

Profit before taxes rose to EUR 772.7 million. This 31.9% increase is primarily attributable to the satisfactory performance in the segments Austria, Extended CEE and Group Functions. The net result of the period after taxes and non-controlling interests grew by 18.3% to EUR 559 million.

Insurance service revenue rose by 12.2% to EUR 10.9 billion. This increase is primarily due to growth in property

and casualty insurance.

Underwriting expenses rose by 8.7% to EUR 9.3 billion. This increase is primarily due to the significant rise in business volume.

The underwriting result increased by 6.1% year-on-year to EUR 1.2 billion.

The net combined ratio in property and casualty insurance improved by 0.2 percentage points year-on-year to 92.6%.

At the end of December 2023, the contractual service margin of life and health insurance amounted to EUR 5.8 billion. The profitability in the new business in life and health took on a highly positive development at a contribution of EUR 326 million. The new business margin went up by 3.1 percentage points and came to 8.9%.

The operating return on equity (the Group's business operating result divided by the average shareholders' equity adjusted for unrealised gains and losses) rose to 15.1%, corresponding to a significant plus of 3.5 percentage points.

Investments

Total investments (excl. unit- and index-linked investments) increased by 2.6% to EUR 35.3 billion.

Solvency

The solvency ratio of the Group as of 31 December 2023 is 269% (including transitional measures), which underscores the exceptionally strong capital position of the Group.

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Remuneration Report 2023

Outlook 2024

VIG has managed the effects of the challenging geopolitical and macroeconomic environment very well so far and continues to focus on the success factors of continuity, stability and diversity. On this basis, a satisfactory earnings performance is also expected for the 2024 financial year despite the volatile environment. VIG's management strives to achieve a result before taxes within a range of EUR 825 million to EUR 875 million for the 2024 financial year.

2. Remuneration report relating to members of the Managing Board

2.1 GENERAL

The remuneration policy sets out the rules for the establishment of a remuneration practice in accordance with the principles which must be considered by the Supervisory Board and/or the Supervisory Board Committee for Managing Board Matters when passing a resolution on the remuneration structure and the scope and weighting of specific targets for the variable remuneration:

• The financial terms and other benefits offered to a member of the Managing Board must be sufficiently attractive to ensure that suitable individuals can be identified and retained. The remuneration is an important part of such package.
• The remuneration of members of the Managing Board must prioritise the variable component and, thus, must be proportionate to the success of the Company.
• The remuneration of members of the Managing Board should emphasise the objective to promote the long-term interests and the sustainability of the Company's success - depending on the sustainable development of the Company - by deferring payment of a significant portion of the variable remuneration.
• The remuneration should promote the implementation of the Group strategy by selecting and identifying targets in connection with the variable remuneration. The corresponding targets in connection with the variable remuneration should promote the management's awareness of the corporate social responsibility of a major company.

The remuneration of members of the Managing Board consists of fixed and variable components. Currently, the remuneration of the Managing Board does not include a share-based remuneration.

The ratios within the aggregate remuneration, i.e. the monetary remuneration as contractually agreed or based on annual resolutions of the Supervisory Board Committee for Managing Board Matters, are as follows:

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Remuneration Report 2023

	CHAIRPERSON OF THE MANAGING BOARD
	Ratios according to	Maximum possible	Actual entitlement for
	the remuneration	remuneration for
	2023	1)
	policy	2023
Fixed remuneration (clause 2.2.1 of the	50-52%	882	51%	882	52%
remuneration policy)
Contractually agreed bonus if targets are achieved	35-37%	620	36%	620	36%
(clause 2.2.2 a of the remuneration policy)
Specific remuneration (clause 2.2.2 b of the	12-14%	220	13%	198	12%
remuneration policy)
TOTAL	100%	1 722	100%	1 700	100%
	MEMBERS OF THE MANAGING BOARD
	(EXCL. CHAIRPERSON)
	Ratios according to	Maximum possible	Actual entitlement for
	the remuneration	remuneration for
	2023	1)
	policy	2023
Fixed remuneration (clause 2.2.1 of the	56-58%	3 539	56%	3 539	57%
remuneration policy)
Contractually agreed bonus if targets are achieved	29-31%	1 969	31%	1 969	32%
(clause 2.2.2 a of the remuneration policy)
Specific remuneration (clause 2.2.2 b of the	12-14%	844	13%	716	12%
remuneration policy)
TOTAL	100%	6 353	100%	6 225	100%

1. Contractually agreed bonus and specific remuneration as granted, due in accordance with the sustainability requirements for the years 2024 to 2027.

This overview does not consider any financial and non-financial ancillary benefits, for example the private use of a company car, any supervisory board remuneration granted by subsidiaries.

The sum total of the remuneration paid to Ms. Stadler for the first half of 2023 and the remuneration paid to Mr. Löger for the second half of 2023 was used to present the remuneration of the Chairperson of the Managing Board.

2.2 OVERVIEW OF THE AGGREGATE REMUNERATION FIXED REMUNERATION

The fixed remuneration is a specific amount owed to a member of the Managing Board and is specified in the respective management agreement. This amount is the annual gross salary and is paid in instalments. The fixed remuneration must be of a sufficient amount to prevent a member of the Managing Board from predominantly depending on the variable remuneration. The fixed remuneration of the members of the Managing Board who were active on 31 December 2019 will be adjusted on an annual basis in proportion to the salary of the other employees of the Company. The remuneration of the members of the Managing Board appointed as from 1 January 2020 is not subject to such automatic adjustment.

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Remuneration Report 2023

In the financial year 2023, the total fixed component of active members of the Managing Board was tEUR 4,421.

	2023	2022
LÖGER	803	687
HÖFINGER	645	555
HIRNER	573	555
LAHNER	529	550
LEHEL	576	550
RIENER	576	550
STADLER	434	803
THIRRING	285	555
TOTAL	4 421	4 806

VARIABLE REMUNERATION

The variable remuneration includes in any event a contractually agreed bonus if targets are achieved. This bonus is an amount specified in the management agreement and owed to a member of the Managing Board if certain annual predefined performance and/or success criteria are achieved. The contractually agreed bonus depends on financial and non-financial targets.

The following deferral rule based on sustainability requirements must be satisfied in connection with the accounting for and/or payment of a bonus:

60% of the bonus earned for the financial year 2023 will be paid in the financial year 2024.

40% of the bonus earned for the financial year 2023 is subject to a sustainability-oriented deferral rule. The part of the bonus subject to sustainability requirements will be distributed in equal shares among the three following financial years and approved by the Supervisory Board Committee for Managing Board Matters in the financial years 2025, 2026 and 2027 subject to the sustainable development of the Company. This requires an earnings target achievement of at least 50% in the financial year prior to the respective part becoming due and payable.

In the course of the determination of the targets and other criteria for the payment of a bonus, the Supervisory Board Committee for Managing Board Matters can, pursuant to clause 2.2.2 b of the remuneration policy, also announce specific targets and a corresponding extraordinary and/or specific remuneration for all or individual members of the Managing Board in advance (for example, for the overfulfilment of targets, country-specific targets, or in connection with a specific strategic orientation). Specific remuneration based on the satisfaction of criteria specified in advance is also subject to sustainability requirements. For 2023, the members of the Managing Board were also awarded an additional amount of approximately 21% to 26% of the contractually agreed bonus for the achievement of strategic special targets. Details of the targets and their achievement can be found below, with, among other things, the country responsibility of the individual members of the Managing Board being taken into account.

In exceptional cases, the Supervisory Board Committee for Managing Board Matters can also grant monetary awards for extraordinary performance of the Managing Board or its individual members with retrospective effect to the extent such performance is not subject to a contractually agreed bonus or a specific remuneration (clause

2.2.2 c of the remuneration policy). No such monetary awards were granted in the reporting year 2023.

The variable remuneration of the Managing Board includes financial as well as non-financial targets.

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Remuneration Report 2023

The following table specifies the targets for 2023 (without the strategic targets) in detail.

Financial targets	Weighting	Target value	Actual value
Profit before tax 3 )	20 %	EUR 700 m
Minimum requirement 1)		EUR 665 m	EUR 772.7 m
Specific remuneration (clause 2.2.2 b of		at least EUR 735 m
the remuneration policy) 2)
Results pursuant to the Austrian	15 %	EUR 190 m
Commercial Code (UGB)
Minimum requirement 1)		EUR 180.5 m	EUR 348.0 m
Specific remuneration (clause 2.2.2 b of		at least EUR 199.5 m
the remuneration policy) 2)
Solvency Ratio	25 %	240.7%
Minimum requirement		225.7%	242.9 %
Specific remuneration (clause 2.2.2 b of		at least 250.7%
the remuneration policy) 2)
Gross Written Premium 3 )	20 %	EUR 13.00 bn
Minimum requirement 1)		EUR 12.74 bn	EUR 13.78 bn
Specific remuneration (clause 2.2.2 b of		at least EUR 13.26 bn
the remuneration policy) 2)
Dividend	20 %	1.30 per share with a payout	1.40 per share
ratio ≤ 37%
		with a payout
Specific remuneration (clause 2.2.2 b of		at least 1.35 per share with
	ratio of 32.1%
the remuneration policy) 2)		a payout ratio ≤ 37%

1. If the minimum requirement is met, the bonus for this target is calculated on a pro rata basis.
2. If these targets are exceeded, an additional amount of around 14% (CEO), around 15.4% (Deputy CEO) and around 17% (other members of the Managing Board) of the contractually agreed bonus will be granted.
3. Excluding the Aegon companies (Poland and Romania).

For the 2023 financial year, the members of the Managing Board were also able to achieve a special remuneration for strategic special targets (clause 2.2.2 b of the remuneration policy), which focused on social responsibility and diversity (non-financial target), on corporate growth in defined countries (individual target) and on strengthening the financing structure.

The first sub-goal as defined is strengthening social responsibility. This includes both the aspect of giving something back to society by participating in Social Active Day and the internal aspect of driving strong diversity and/or inclusion initiatives to promote employer branding and employee retention.

Diversity is one of VIG's core values. The Group-wide diversity strategy allows the companies to choose different areas of focus. In 2023, special emphasis was again placed on continuing and expanding measures to strengthen diversity in the individual local companies.

VIG Insurance Group was again included in the 2023 list of "Diversity Leaders" compiled by the Financial Times and Statista. This award honours companies who have attained special achievements in the area of diversity and

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Remuneration Report 2023

inclusion in the workplace. Every year, the Boston Consulting Group and the business magazine "trend" compile the BCG Gender Diversity Index, which evaluates gender parity in Austria's listed companies. VIG Holding is once again among the top ten companies this year. In 2023, the focus in terms of diversity was on intensive internal and external communication (in particular the new career pages on the VIG website), an anti-violence and anti- discrimination campaign and the annual measures to support the LGBTIAQ+ community as part of the Rainbow Parade.

In 2023, the exceedingly high participation rate on Social Active Day underlined the Group's strong social commitment. A total of around 15,000 people took part in Social Active Day, including top management. The activities that the participants took part in were diverse and, once again in 2023, varied depending on the organisation and local needs.

In addition, numerous initiatives were held in the holding company and the Group that reflect the high value placed on social engagement.

The Supervisory Board Committee for Managing Board Matters deemed this target to have been met.

Under the second sub-goal, corporate growth in selected countries was defined as an individual target for each member of the Managing Board as part of their country responsibility. Increasing the market share and profit before taxes are important factors that have a positive influence on corporate growth. Focusing on this can strengthen VIG's position in these markets and ensure long-term success. An increase in at least one of the two targets was defined as the minimum requirement. The evaluation of this target resulted in 100% target achievement for Ms. Stadler, Mr. Löger, Ms. Hirner, Mr. Höfinger, Mr. Lehel and Mr. Thirring and 50% target achievement for Mr. Lahner and Mr. Riener.

To strengthen the financing structure, the third sub-goal focussed on reducing VIG Group's financial leverage. The debt reduction target of EUR 400 million was significantly exceeded. VIG Holding's debt was reduced by a total of EUR 874 million in 2023.

This resulted in the following variable remuneration for the individual members of the Managing Board:

			2023 1)				2022
	Entitlement from	previous years (carried forward)	Payment in 2023	Earned	entitlement for 2023	Amount owed	Entitlement from previous years (carried forward)	Payment in 2022	Earned	entitlement for 2022	Amount owed
LÖGER		622	326		696	992	445	267		444	622
HÖFINGER		684	377		508	815	740	411		355	684
HIRNER		684	377		435	742	736	407		355	684
LAHNER		630	323		385	692	579	304		355	630
LEHEL		630	323		435	742	579	304		355	630
RIENER		630	323		419	726	579	304		355	630
STADLER		1 252	681		409	980	1 353	763		662	1 252
THIRRING		684	377		218	525	713	384		355	684
TOTAL		5 818	3 107		3 503	6 215	5 723	3 143		3 238	5 818

1. The entitlement from previous years consists of outstanding deferred sustainability parts from the years 2019 to 2021 and the entitlement for 2022.
   The amount owed is the entitlement from previous years less payment in 2023 plus the entitlement for 2023.

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Remuneration Report 2023

REMUNERATION GRANTED BY SUBSIDIARIES

In the reporting year, members of the Managing Board received remuneration from subsidiaries of tEUR 995 in total.

	2023	2022
LÖGER	175	141
HÖFINGER	145	130
HIRNER	39	29
LAHNER	129	118
LEHEL	93	76
RIENER	132	133
STADLER	177	232
THIRRING	105	118
TOTAL	995	978

This is remuneration paid for supervisory board mandates in subsidiaries. The remuneration of tEUR 93 paid to Mr. Lehel in 2023 includes tEUR 25 (2022: tEUR 17) for his work as a legal representative of a subsidiary.

ANCILLARY BENEFITS WHICH ARE NOT SUCCESS-BASED

Company car

Subject to the respective member of the Managing Board having the required driving licence, he or she may be entitled to use a company car. In this case, private use is permitted subject to a deductible. A driver may be provided for business travel.

Insurance coverage

In the reporting year, the main shareholder of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Wiener Städtische Wechselseitige Versicherungsverein - Vermögensverwaltung - Vienna Insurance Group, provides D&O and casualty insurance (including life insurance) to the top management level of VIG Group. Furthermore, members of the Managing Board are included in a travel health (Group) insurance for business travel (like employees).

Facilities of the Company, own insurance contracts

In general, members of the Managing Board are permitted to use all facilities provided by the Company to its employees at the respective place of business subject to the same or adequately equivalent conditions as applicable to employees.

Social security contributions

The Company reimburses the part of the social security contributions assumed by the employer in the case of an employment relationship (see section 51 para 5 (Austrian) General Social Security Act (ASVG), which provides for the assumption of 50% of the owed amount).

The Company spent tEUR 162 in total on ancillary benefits for the Managing Board which are not success-based.

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Remuneration Report 2023

OVERVIEW OF THE AGGREGATE REMUNERATION FOR ACTIVE MEMBERS OF THE MANAGING BOARD

The total remuneration paid to active Managing Board members since 2019 is shown in the following table:

		ACTIVE MEMBERS OF THE MANAGING BOARD
		2023	2022	2021	2020	2019
Fixed remuneration		4 421	4 806	4 686	4 353	3 492
Variable	Entitlement from previous years	5 818	5 723	4 575	3 608	3 678
remuneration	Payment in the reporting year	3 107	3 143	2 558	1 927	1 988
	Entitlement for the reporting year	3 503	3 238	3 706	3 417	2 617
	Amount owed	6 215	5 818	5 723	5 098	4 306
Remuneration granted by subsidiaries	995	978	774	719	556
Ancillary benefits which are not success-based	162	180	178	163	129
Members of the Managing Board (average number)	7	8	8	7.5	6

REMUNERATION FOR PREVIOUS MEMBERS OF THE MANAGING BOARD

The following table details payments to previous members of the Managing Board:

				2023								2022
	Variable remuneration					Variable remuneration
	Entitlement from previous years (carried forward)		Payment in 2023		Amount owed	Company pension	Other remuneration		Entitlement from	previous years (carried forward)		Payment in 2022		Amount owed	Company pension	Other remuneration
GEYER	-		-		-	556	-			-		-		-	538	-
STADLER	see active members of the MB	71	-		see active members of the MB	-	-
FUCHS	108			277	-			243			267	-
	81		27				135		108
HAVASI	54		54		-	-	-			161		108		54	-	-
THIRRING	see active members of the MB	37		81	see active members of the MB	-	-
SIMHANDL	-			-	-			27			-	-
	-		-				27		-
TOTAL	162		135		27	942		81		432		269		162	805	-

The total remuneration paid to previous Managing Board members since 2019 is shown in the following table:

		PREVIOUS MEMBERS OF THE MANAGING BOARD
		2023		2022		2021	2020	2019
Variable	Entitlement from previous years		162		432	969	997	563
remuneration	Payment in the reporting year		135		269	537	551	265
	Amount owed		27		162	432	446	298
Company pension			942		805	793	594	525
Other remuneration			81		0	0	4	0

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Remuneration Report 2023