The Managing Board had the following members in financial year 2010:

Dr. Günter Geyer

Ing. Martin Diviš
Dr. Christine Dornaus (until 3 August 2010)
Franz Fuchs
Dr. Hans-Peter Hagen
Dr. Judit Havasi (until 3 August 2010)
Mag. Peter Höfinger
Mag. Robert Lasshofer (until 3 August 2010)
Erich Leiss (until 3 August 2010)
Dr. Martin Simhandl

Compensation plan for members of the Managing Board:

The Managing Board of the Company manages the Vienna Insurance Group. In some cases, responsibility is also assumed for additional duties in affiliated or related companies.

Managing Board compensation takes into account the significance of the Group and the responsibility that goes with it, the economic situation of the company, and the market environment. The variable portion of the compensation emphasises the need for sustainability in a number of ways; achieving sustainability depends to a large extent on satisfying performance criteria that extend beyond a single financial year.

The performance-related portion of the remuneration has an upper limit and accounts for approximately 40% of the possible total income. The awarding of such compensation presupposes that consideration has been given to the sustainable development of the Company and the Group. The Managing Board is not entitled to the performance-related component of compensation if earnings fall below certain thresholds. Even if the target is fully met for one financial year, because of the focus on sustainability the full variable compensation is only awarded if the result reported in the following year is also satisfactory.

The performance criterion used in this case for 2010 variable compensation is the profit before taxes earned in 2010 and 2011. Managing Board compensation does not include stock options or similar instruments.

In view of the difficult situation of some companies and their customers, the Managing Board has waived its claim to bonus payments for 2009, in spite of the good result achieved for 2009 as well as the fact that it also waived variable compensation for 2008.

The Managing Board consisted of six members in 2010 after the effective date of the demerger, and it is the compensation of these members since the beginning of the year that is presented.

The standard employment agreement of a member of the Managing Board of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe includes a pension entitlement equal to at most 40% of the determination base if the member remains on the Managing Board until the age of 65. (The determination base is equal to the standard fixed salary.) The rules for Managing Board members with many years of prior service differ in that the percentage of the determination base 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 normally received only if a Managing Board member’s position is not extended not through any fault of his or her own or the Managing Board member retires due to illness or age.

To the extent that the law does not require application of the provisions of the Austrian Employee and Self-Employment Provisions Act, the Managing Board agreements of the VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe provide for a severance payment structured in accordance with the provisions of the Austrian Employee Act, as amended in 2003, in combination with applicable sector-specific provisions. Under these provisions, depending on the period of service, Managing Board members can receive two to twelve months’ remuneration as a severance payment, with an increase 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 severance payment.

The total expenses (cash claims and provisions for future claims) for severance and pensions of EUR 17,228,000 in 2010 (2009: 12,154,000) include EUR 1,550,000 (2009: EUR 1,343,000) in severance and pension expenses (cash claims and provisions for future claims) for executive staff (leitende Angestellte) within the meaning of § 80(1) AktG and former members of the Managing Board and their survivors, and provisions for future severance and pension claims of members of the Managing Board.

The members of the Managing Board received compensation of EUR 3,092,000 for their services in 2010 (2009: EUR 3,072,000 for the same members; EUR 4,238,000 including Managing Board members of the current Wiener Städtische Versicherung AG Vienna Insurance Group before the demerger).

No compensation for former members of the Company’s Managing Board or their survivors is reported following the demerger. Any such claims were transferred to Wiener Städtische Versicherung AG Vienna Insurance Group in connection with the demerger and are reported in that company’s 2010 annual report as compensation of former members of the Managing Board (including survivors).