Managing Board

In the 2008 business year, the Managing Board was made up of the following persons:

Chairman:
Dr. Günter Geyer

Members:
Dr. Rudolf Ertl (until 31 December 2008)
Dkfm. Karl Fink
Dr. Hans-Peter Hagen
Mag. Peter Höfinger (beginning 1 January 2009)
Mag. Robert Lasshofer
Dr. Martin Simhandl

During the 2008 business year, the following persons were appointed as trustees pursuant to Sec. 22 (1) VAG:

Trustees:
(life insurance department – Sec 20 (2;1) VAG):
Mag. Oskar Ulreich

Deputy:
Mag. Nicole Plankenbüchler

Trustees:
(except life insurance department – Sec 20 (2;1) VAG):
Mag. Wolfgang Pechriggl

Deputies:
Dr. Michael Hysek (beginning 1 February 2008)
Mag. Constantin Christiani (1 January 2008 - 31 January 2008)

Compensation Plan for Managing Board Members:

The Managing Board of the Company manages the Vienna Insurance Group. The Managing Board is also responsible for duties relating to the operational management of Wiener Städtische AG in Austria. In some cases, responsibility is also assumed for additional duties in affiliated or related companies.

The compensation of Managing Board members is comprised of a fixed (approximately 60%) and a variable (approximately 40%) component. The performance-linked component is dependent on the profit of the Group, as well as of significant Group companies, and takes into account the sustained performance of the Company and the Group. There is a maximum limit on this performance-linked component. The Managing Board receives no performance-linked compensation if profit falls below certain thresholds.

Starting in the autumn, financial year 2008 was dominated by dramatic events on financial markets. Although the well-known difficulty presented by this environment, the Group still managed to earn its best profit ever. In view of the current economic environment, which also presents great challenges to many of the Group’s customers, the Managing Board has decided to waive the 2008 performance-linked income component it is contractually guaranteed upon achievement of its targets, which means that this income component will not be paid out.

Since the 2008 Annual Report presents compensation received in 2008, the effects of this waiver are not yet apparent in the 2008 Annual Report, and will not be seen until the 2009 Annual Report.

The compensation received by Managing Board members in 2008 includes the fixed component for 2008, the performance-linked component resulting from the profit earned in 2007, and special remuneration relating to the highly successful implementation of the capital increase in the first half of 2008.

The standard employment agreement of a Wiener Städtische Versicherung AG Vienna Insurance Group Managing Board member includes a maximum pension plan obligation of 40% of the measurement basis if the member remains on the Managing Board until the age of 65 (the measurement basis being equal to the fixed salary component). The rules for Managing Board members with many years of prior service differ in that the percentage of the measurement basis is higher for historical reasons (up to 55%) with supplements awarded for remaining on the Managing Board at the Supervisory Board’s request after the age limit has been reached. A pension is received only if a Managing Board member’s position is not extended through no fault of his or her own, or the Managing Board member retires due to illness or age.

The Managing Board agreements of Wiener Städtische Versicherung AG Vienna Insurance Group provide for a post-employment benefit that is formulated in accordance with the provisions of the Austrian Employee Act (Angestelltengesetz), as amended in 2003, in combination with relevant sector-specific rules. Depending on the period of service, these allow Managing Board members to receive a post-employment benefit of two to twelve months’ compensation, with a supplement of 50% if the member retires or withdraws after a long-term illness. A member who withdraws from the Managing Board of his or her own volition before being able to retire, or who withdraws due to a fault of his or her own, is not entitled to a post-employment benefit.

The total expenses (cash claims and provisions for future claims) for post-employment benefits and pensions of EUR 10,388,000 in 2008 (2007: 13,259,000) include EUR 586,000 (2007: EUR 4,218,000) in post-employment benefit and pension expenses (cash claims and provisions for future claims) for executive staff (leitende Angestellte) as defined in § 80(1) AktG and former members of the Managing Board and their survivors, and provisions for future post-employment benefit and pension claims of members of the Managing Board.

The members of the Managing Board received gross compensation of EUR 5,610,000 for their services in 2008 (2007: EUR 4,971,000). In addition, the members of the Managing Board were also awarded a total of EUR 1,690,000 in special remuneration in 2008 relating to the highly successful implementation of the capital increase in the first half of 2008.

Total compensation of EUR 1,074,000 was paid to former members of the Managing Board (including their survivors) in 2008 (2007: EUR 1,042,000).

The Managing Board: