The first, second and fourth shareholders’ meetings of the UNIQA Versicherungen AG, with head office in Vienna (“UNIQA” or “the corporation”), authorized the corporation’s management board, upon approval by its supervisory board, to repurchase its own shares,namely a maximum of 11,977,780 no-par bearer shares. The UNIQA management board resolved in each case, upon approval by the supervisory board, to avail itself of the authorizations of the first, second and fourth shareholders’ meetings and acquire its own shares in the course of three share repurchase programs. Both UNIQA’s management board decisions, made with the approval of UNIQA’s supervisory board, and the repurchasing programs were announced as per § 82, sub-section 8 of the Securities Exchange Act, in conjunction with §§ 4 und 5 of the Public Announcement Regulation. These announcements were made on the Internet on the UNIQA homepage, http://www.uniqagroup.com, under the heading, “Share Repurchase Program”.

The first, second and fourth UNIQA shareholders’ meetings expressly authorized the UNIQA management board inter alia, upon the approval of the supervisory board, to sell its own shares (following their repurchase) in a different way to selling them via the stock exchange or by means of public offer of stock, if the corporation’s own shares (following their purchase) were to be used as quid pro quo for buying corporations, businesses, parts of businesses or interests in corporations at home or abroad.

On 17 February 2003 the management board passed a resolution that UNIQA was to sell its own shares following repurchase in order to enable UNIQA (and/or corporations connected with UNIQA) to purchase R +V  ALLGEMEINE VERSICHERUNG AG (R+V) shares in both R+V Poist’ovňa, a.s., Slovakia (100 % of the nominal capital), and Korporacja Ubezpieczeniowa Filar Spólka Akcyjna, Poland (just under 90 % of the nominal capital)from the R +V  ALLGEMEINE VERSICHERUNG AG (R+V), with head office in Wiesbaden, Federal Republic of Germany. Following an assessment of the value of the corporations, the total shareholder value for the shares held by R+V in the two corporations named amounted to € 36.6 million.

Both UNIQA’s supervisory board and its working committee approved the management board’s decision at its meetings on 24 February and 31 March 2003 and passed resolutions to that effect. Following the signing of a binding agreement on the share purchase between UNIQA and R+V on 22 May 2003, an ad hoc public announcement concerning the matter was made by UNIQA on 23 May 2003 as per§ 82, sub-section 8 of the Stock Exchange Act, in conjunction with § 4 of the Public Announcement Regulation.

UNIQA’s intended resale of its own shares (and the share repurchase program) as per §§  4 and 5 of the Public Announcement Regulation was publicized in the announcement above as a result of the resolution passed by the UNIQA management board on 17 February 2003 and approved by the UNIQA supervisory board in its resolution of 24 March 2003 and by the working committee of the supervisory board in its resolution of 31 March 2003.

1. Day of the enabling resolution passed by the shareholders’ meeting as per § 65, sub-section 1 Z 8, and sub-sections 1a und 1b of the Stock Corporation Act (version valid after Share Option Act became operative): 19 May 2003  (renewal of the resolutions passed by the first and second UNIQA shareholders’ meetings).
2. Day and type of public announcement of the resolution passed by the shareholders’ meeting: 19 May 2003,as per § 82, sub-section 8 of the Securities Exchange Act on the UNIQA homepage  (http://www.uniqagroup.com).
3. Start and anticipated duration of resale program: December 2003 (effective date: probably 15 December 2003).
4. Type of share to be sold in resale program: UNIQA no-par bearer shares (uniform share category).
5. Intended volume (number of shares) of resale of UNIQA’s own shares and particularly the proportion of its nominal capital that its own shares to be resold comprise: 3,329,213 UNIQA no-par bearer shares, which altogether make up approximately 2.78% of UNIQA’s nominal capital.
6. Highest and lowest nominal value to be aimed at per share: € 11.
7. Type and purpose of resale of UNIQA’s own shares and particularly whether resale is to take place via the stock exchange and/or outside the stock exchange: shares that are the object of resale (see 5. above in this announcement) will be given as prepayment for quid pro quo for the purchase of 100% of the shares inKorporacja Ubezpieczeniowa Filar Spólka Akcyjna, Poland, to the seller, R+V ALLGEMEINE VERSICHERUNG AG, with head office in Wiesbaden, Federal Republic of Germany.
8. The sale of a corporation’s own repurchased shares in any other way than via the stock exchange is inter alia permitted as per the resolutions passed by UNIQA’s first, second and fourth shareholders’ meetings if – as is here the case – the corporation’s own shares are sold as quid pro quo for the purchase of interest in another corporation. Resale of the corporation’s own shares according to this resale program takes place outside the stock exchange.
9. Possible effect of the resale program on admission of the issuing corporation’s shares to the stock exchange: none.
10. Extent of currently allowed or planned share options within the scope of stock option plans for executives or members of the management or supervisory boards of the issuing corporation: not applicable for resale program. There are currently no share options for executives or members of the management or supervisory boards of the issuing corporation.