Supervisory Board Committees

The following qualified Supervisory Board committees were established to increase the efficiency of the Supervisory Board and address complex issues:

COMMITTEE FOR URGENT MATTERS (WORKING COMMITTEE)

The Committee for Urgent Matters (Working Committee) decides on matters that require an approval of the Supervisory Board, but cannot be deferred to the next ordinary Supervisory Board meeting because of particular urgency.

Günter Geyer (Chair)
1^st substitute: Gertrude Tumpel-Gugerell
2^nd substitute: Reinhard Ortner †

Karl Skyba (Deputy Chair)
1^st substitute: Georg Riedl
2^nd substitute: Reinhard Ortner †

Rudolf Ertl
1^st substitute: Martina Dobringer
2^nd substitute: Reinhard Ortner †

AUDIT COMMITTEE (ACCOUNTS COMMITTEE)

The Audit Committee (Accounts Committee) is responsible for the duties assigned by § 92(4a) no. 4 of the Austrian Stock Corporation Act (AktG) and § 123(9) of the Austrian Insurance Supervision Act (VAG), namely:

1. Monitoring the accounting process and providing recommendations or suggestions for ensuring its reliability;
2. Monitoring the effectiveness of the Company’s internal control system and, if applicable, the internal audit function and risk management system;
3. Monitoring the audit of the financial statements and consolidated financial statements taking into account findings and conclusions in reports published by the supervisory authority for financial statement auditors in accordance with § 4(2) no. 12 of the Austrian Auditor Supervision Act (APAG);
4. Checking and monitoring the independence of the financial statement auditor (consolidated financial statement auditor), in particular with respect to the additional services provided for the audited company; Art. 5 of Regulation (EU) No. 537/2014 and § 271a(6) UGB apply;
5. Reporting the results of the financial statement audit to the Supervisory Board and explaining how the financial statement audit has contributed to the reliability of the financial reports and the role of the Audit Committee in this;
6. Auditing the annual financial statements and performing preparations for their approval, examining the proposal for appropriation of profits, the management report, solvency and financial position report and, if applicable, corporate governance report, and presenting a report on the audit findings to the Supervisory Board or Board of Directors;
7. If necessary, auditing the consolidated financial statements and Group management report, the solvency and financial position report at the Group level and the corporate governance report at the consolidated level, and reporting the results of the audit to the Supervisory Board or Board of Directors;
8. Performing the procedure for selecting the financial statement auditor (consolidated financial statement auditor), taking into account the appropriateness of the fees, and recommending the appointment of a financial statement auditor (consolidated financial statement auditor) to the Supervisory Board in accordance with Art. 16 of Regulation (EU) No. 537/2014.

Furthermore, in a meeting (another meeting, in addition to the meeting required by law), the Audit Committee (Accounts Committee) specifies how the two-way communication between the (consolidated) financial statements auditor and the Audit Committee has to take place, while making provision for exchanges to take place between the Audit Committee (Accounts Committee) and the (consolidated) financial statements auditor without the presence of the Managing Board.

All of the members of the Audit Committee are experienced financial experts with knowledge and practical experience in finance, accounting and reporting that satisfy the requirements of the Company.

Gertrude Tumpel-Gugerell (Chair)
1^st substitute: Karl Skyba
2^nd substitute: Heinz Öhler

Georg Riedl (Deputy Chair)
1^st substitute: Karl Skyba
2^nd substitute: Heinz Öhler

Reinhard Ortner †
1^st substitute: Maria Kubitschek
2^nd substitute: Heinz Öhler

Günter Geyer
1^st substitute: Maria Kubitschek
2^nd substitute: Heinz Öhler

Rudolf Ertl
1^st substitute: Karl Skyba
2^nd substitute: Heinz Öhler

Martina Dobringer
1^st substitute: Maria Kubitschek
2^nd substitute: Heinz Öhler

COMMITTEE FOR MANAGING BOARD MATTERS (COMPENSATION COMMITTEE)

The Committee for Managing Board Matters (Compensation Committee) deals with personnel matters of the Managing Board. The Committee for Managing Board Matters therefore decides on terms of employment contracts with members of the Managing Board and their compensation and examines remuneration policies at regular intervals.

Günter Geyer (Chair)
Karl Skyba (Deputy Chair)
Substitute member: Rudolf Ertl

STRATEGY COMMITTEE

The Strategy Committee cooperates with the Managing Board and, when appropriate, with experts that it consults, to prepare fundamental decisions that must then be decided on by the Supervisory Board as a whole.

Günter Geyer (Chair)
1^st substitute: Gertrude Tumpel-Gugerell
2^nd substitute: Reinhard Ortner †

Karl Skyba (Deputy Chair)
1^st substitute: Georg Riedl
2^nd substitute: Reinhard Ortner †

Rudolf Ertl
1^st substitute: Martina Dobringer
2^nd substitute: Reinhard Ortner †

In 2014, the Supervisory Board gave its consent to VIG Holding and other companies in the VIG Group that allowed them to use legal services of Georg Riedl, Member of the Supervisory Board, and engage him or his law firm to act as a representative and provide advisory services on a project-related basis on normal market terms. Georg Riedl provided no advisory services in financial year 2016. The Company did not enter into any other contracts with members of the Supervisory Board in 2016 that would have required an approval of the Supervisory Board.