Remuneration report

The remuneration report describes the structure and system of the remuneration for the Executive Board and Supervisory Board and provides detailed information about the individual remuneration and other benefits of present and former members of the Executive Board and Supervisory Board of Hannover Rück SE that are granted and owing to them for their work in the 2022 financial year.

The report was drawn up by the Executive Board and Supervisory Board of the company in conformity with the requirements of § 162 Stock Corporation Act (AktG), fulfils the recommendations and suggestions of the German Corporate Governance Code (DCGK) as amended on 16 December 2019 and takes account of relevant regulatory provisions.

The remuneration report was subjected to an audit, both formally and in terms of its content, by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft that went above and beyond the requirements of § 162 Stock Corporation Act (AktG). The remuneration report and the report of the independent auditor on the audit of the remuneration report can be accessed on the website of Hannover Rück SE (https://www.hannover-re.com/286045/2023-annualgeneral-meeting). Report on the remuneration system: https://www.hannover-re.com/1849339/remuneration-reportand-system

Remuneration of the Executive Board

Overview of the remuneration system

The current remuneration system for the Executive Board has been in effect since 1 January 2021. It is in conformity with legal and regulatory requirements and the recommendations of the German Corporate Governance Code (DCGK) and was approved by the Annual General Meeting on 5 May 2021 with a majority of 85.54%.

The remuneration system is submitted to the Annual General Meeting for approval if any material changes are made to the remuneration system, and at least every four years.

In view of the General Meeting's approval with a majority of 85.54%, there was no reason to question or modify the remuneration system, its implementation or the nature of the reporting. Points made in discussions with investors prompted us to present in more detail the application of the remuneration system in the 2022 financial year in relation to variable remuneration. In addition to the multi-year variable remuneration components paid out in 2022, we also show the current status of payments due in the coming years from multi-year variable remuneration.

The remuneration system is transparently and comprehensibly structured overall and responds to the expectations of our investors and other key stakeholders. The remuneration consists of fixed (non-performance-based) and variable (performance-based) components. The considerable relevance of the variable remuneration and the reinforcement of the concept of "pay-for-performance" are front and centre in this regard. The variable remuneration is based on financial and non-financial performance criteria that are derived from the Hannover Re Group strategy and can be influenced by the Executive Board. The measurement of performance also takes account of sustainability criteria that promote sustainable and long-term growth in the value of the company. In addition, the remuneration of the Executive Board is closely aligned with the interests of our investors through a strong share correlation based on the use of a Performance Share Plan and relative measurement of the Hannover Re share's performance in comparison with our peers. Malus und clawback provisions make it possible to reduce or claw back variable remuneration components in the event of serious compliance violations.

The major elements of the remuneration system are summarised in the following overview:

Structure of the remuneration system M 70

Basic principles underlying the remuneration of the Executive Board

The strategy of the Hannover Re Group is geared to sustainable outperformance in the interests of the Group's stakeholders (in particular investors, clients and employees). In remunerating the Executive Board our focus is therefore on the principles of continuity, financial strength and profitability. With a rigorous underwriting policy, partnership-based customer relationships, a lean operating model and our highly efficient risk and capital management, we aim to preserve our outstanding position as one of the world's leading and most

Renumeration report

profitable reinsurance groups on an enduring basis and be the market leader in terms of profitability, earnings growth and cost efficiency. In our "Striving for sustainable outperformance", governance, risk management, compliance and corporate social responsibility constitute the foundations for our growth as a trusted global reinsurance partner.

Risk management and corporate social responsibility are defined more closely in specific strategies derived from the Group strategy. For further information about the risk management system we would refer to the "Opportunity and risk report" from page 75 et seq in our Annual Report 2022. For further information on corporate social responsibility and the compliance management system, please see the non-financial information statement in our Annual Report 2022 from page 59 et seq. We report on the basic principles of our corporate governance in our Annual Report 2022 from page 107 et seq.

The remuneration of the Executive Board makes a substantial contribution to the advancement of our Group strategy and the long-term and sustainable development of the Hannover Re Group. The remuneration ensures a transparent, performance-related incentive, strongly focused on the company's long-term success, which in particular depends on financial and non-financial performance criteria derived from the Group strategy and on the performance of the Hannover Rück SE share, including in comparison with our peers. An excessive risk appetite is thereby discouraged.

The members of the Executive Board are remunerated in light of the company's position and according to their performance and their scope of activity and responsibility. The requirements of the Stock Corporation Act (AktG), the provisions of Article 275 of Delegated Regulation (EU) 2015/35 with amendments by Delegated Regulation (EU) 2016/2283 and of the Insurance Supervision Act in conjunction with the Regulation on the Supervisory Law Requirements for Remuneration Schemes in the Insurance Sector (VersVergV) as well as the recommendations for the remuneration of the management board contained in Section G of the German Corporate Governance Code (DCGK) establish the regulatory framework.

In determining the remuneration for the Executive Board of Hannover Re, the Supervisory Board followed the guidelines set out below:

Guiding principles for the Executive Board remuneration of Hannover Re M 71

Promoting the corporate strategy • Performance criteria derived from the corporate strategy Long-termism and sustainability • Variable remuneration largely share-based with a multi-year orientation • Sustainability targets (ESG) integrated into the measurement of variable remuneration Pay-for-performance • Bulk of target direct remuneration comprised of variable remuneration components • Adequate and ambitious defined performance criteria • Variable remuneration can fluctuate between zero and a cap Adequacy of remuneration • Remuneration of Executive Board members commensurate with the tasks and performance of the respective Board member and the position of the company • Allowance for internal and external remuneration ratios • Caps on the individual variable remuneration components and total remuneration Linkage to shareholder interests • Harmonisation of the interests of the Executive Board with those of our shareholders • Malus and clawback provisions apply to entire variable remuneration • Relative performance measurement creates incentives for long-term outperformance of our competitors on the capital market Allowance for market practice and regulatory compliance • Allowance for current market practice of relevant peers in the Board remuneration • Ensuring conformity with legal and regulatory requirements relevant to Hannover Re Transparency • Ex-post disclosure of target values and target attainment • Ex-post disclosure of the individual premium/deduction per Board member

Remuneration structure

The idea of "pay for performance" and the long-term orientation are paramount concepts central to the remuneration system for the Executive Board of Hannover Re.

In order to reinforce the concept of pay-for-performance, the target direct remuneration (sum of fixed remuneration and target amounts of the variable remuneration components in the event of 100% target attainment) is comprised of 40% fixed remuneration and 60% variable remuneration components. The variable remuneration consists of a short-term incentive (STI) and a long-term incentive (LTI) with a performance period of four years.

The remuneration structure is geared to the sustainable and long-term development of the Hannover Re Group. The STI accounts for 40% of the variable remuneration components and thus contributes 24% to the target direct remuneration. The LTI, which accounts for a 60% share of the variable remuneration components, represents 36% of the target direct remuneration.

Structure of the target direct remuneration M 72

Review of the appropriateness of the

Executive Board remuneration

The remuneration of the members of the Executive Board is determined by the Supervisory Board on the basis of the remuneration system in accordance with the recommendations of the Standing Committee. When determining the remuneration of the members of the Executive Board, the Supervisory Board considers the responsibility and tasks of the individual members of the Executive Board, their individual performance, the economic situation and the success and future prospects of the company.

The customary nature of the remuneration in comparison to other similar companies (horizontal comparison) and in terms of the amount of remuneration as well as the remuneration structure within the company (vertical comparison) was reviewed by the Supervisory Board at its meeting on 2 November 2022. Companies listed on the DAX and MDAX (with the exception of Hannover Re) as at 1 September 2022 were used on a combined basis as a peer group for the horizontal comparison of remuneration. The vertical comparison is based on the remuneration of the Executive Board relative to the remuneration of the total workforce of Hannover Re in Germany. Both the status quo and the development over time of the remuneration ratios were taken into consideration. As a further indication, the target direct remuneration of the Executive Board was also subjected to a horizontal comparison with an individual benchmark group comprised of relevant peers. This benchmark group is also used in the multi-year variable remuneration to measure the relative Total Shareholder Return. The Supervisory Board availed itself of the option to engage an external remuneration consultant – independent of the Executive Board and the company – for the review of the appropriateness of the Executive Board remuneration.

Determination of target remuneration

Every member of the Executive Board is given a contractual commitment to customary target remuneration. This is aligned with their scope of responsibility and with their expertise and experience that are relevant to the role.

The fixed and variable remuneration components are balanced. The fixed component has a sufficiently large share in the target total remuneration that the company is able to apply a flexible bonus policy, including the possibility of not paying any variable remuneration at all. This means that members of the Executive Board have no incentive to enter into excessively high risks in the interest of higher bonus payments.

The following tables show the target remuneration for each member of the Executive Board for the 2022 financial year. The target remuneration encompasses the remuneration commitment for the financial year that is granted in the event of 100% target attainment.

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Target remuneration in the event of 100% target attainment

		(Chief Executive Officer) since 1 April 2019		(Board member with divisional responsibility/ Coordinator of the Property&Casualty reinsurance business group) since 1 August 2014
	2022		2021		2022	2021
	in EUR thousand	in %	in EUR thousand	in EUR thousand	in %	in EUR thousand
Basic remuneration	840.0	26.9	840.0	520.0	39.5	520.0
Fringe benefits /non cash benefits 1	14.2	0.5	14.5	16.8	1.3	16.5
Other 2	1,000.0	32.1	130.0
Fixed remuneration components	1,854.2		984.5	536.8		536.5
One-year variable remuneration (STI)	504.0	16.2	504.0	312.0	23.7	312.0
Multi-year variable remuneration (LTI) (performance share awards 2022/2021)	756.0	24.3	756.0	468.0	35.5	468.0
Variable remuneration components	1,260.0		1,260.0	780.0		780.0
Total target remuneration	3,114.2	100.0	2,244.5	1,316.8	100.0	1,316.5
Service cost 3	151.9		215.0	76.5		288.7

Jean-Jacques Henchoz

Claude Chèvre (Board member with divisional responsibility) since 1 November 2011

Clemens Jungsthöfel ⁴ (Chief Financial Officer) since 1 September 2020

Sven Althoff

	2022		2021 2022			2021
	in EUR thousand	in %	in EUR thousand	in EUR thousand	in %	in EUR thousand
Basic remuneration	520.0	39.5	520.0	430.0	39.7	400.0
Fringe benefits /non cash benefits 1	16.0	1.2	15.4	9.0	0.8	8.4
Fixed remuneration components	536.0		535.4	439.0		408.4
One-year variable remuneration (STI)	312.0	23.7	312.0	258.0	23.8	240.0
Multi-year variable remuneration (LTI) (performance share awards 2022/2021)	468.0	35.6	468.0	387.0	35.7	360.0
Variable remuneration components	780.0		780.0	645.0		600.0
Total target remuneration	1,316.0	100.0	1,315.4	1,084.0	100.0	1,008.4
Service cost 3	106.6		148.7	84.5		103.2

¹ Costs for company car for business and personal use, insurance premiums and non-cash benefits are carried in the amounts calculated for tax purposes. The figures for the previous year were adjusted for the sake of comparability. The non-cash benefit associated with insurance premiums is now included.

² The Supervisory Board gave Jean-Jacques Henchoz a contractual commitment to compensate the forfeiture of benefits from his previous employer in instalments. The compensatory payment in 2022 is the final instalment under this agreement and was also dependent upon reappointment effective 1 April 2022.

³ For details of the service cost see the table "Pension commitments".

⁴ Clemens Jungsthöfel were contractually granted target remuneration by the Supervisory Board with effect from July 2022 as follows: basic remuneration = EUR 460 thousand, STI = EUR 276 thousand, LTI = EUR 414 thousand.

		divisional responsibility) since 1 September 2010			divisional responsibility) since 1 January 2000
	2022		2021 2022			2021
	in EUR thousand	in %	in EUR thousand	in EUR thousand	in %	in EUR thousand
Basic remuneration	520.0	39.9	520.0	520.0	39.6	520.0
Fringe benefits /non cash benefits 1	1.0	0.1	1.1	14.8	1.1	7.4
Fixed remuneration components	521.0		521.1	534.8		527.4
One-year variable remuneration (STI)	312.0	24.0	312.0	312.0	23.7	312.0
Multi-year variable remuneration (LTI)

M 73

Dr. Michael Pickel (Board member with

Silke Sehm3 (Board member with divisional responsibility) since 6 March 2019

(performance share awards 2022/2021) 468.0 36.0 468.0 468.0 35.6 468.0 Variable remuneration components 780.0 780.0 780.0 780.0 Total target remuneration 1,301.0 100.0 1,301.1 1,314.8 100.0 1,307.4 Service cost ² 89.3 136.1 190.1 203.9

Dr. Klaus Miller (Board member with divisional responsibility) since 1 September 2010

		2022
	in EUR thousand	in %	in EUR thousand
Basic remuneration	430.0	39.6	400.0
Fringe benefits /non cash benefits 1	11.0	1.0	10.8
Fixed remuneration components	441.0		410.8
One-year variable remuneration (STI)	258.0	23.8	240.0
Multi-year variable remuneration (LTI) (performance share awards 2022/2021)	387.0	35.6	360.0
Variable remuneration components	645.0		600.0
Total target remuneration	1,086.0	100.0	1,010.8
Service cost 2	138.6		188.7

² For details of the service cost see the table "Pension commitments".

³ Silke Sehm were contractually granted target remuneration by the Supervisory Board with effect from July 2022 as follows: basic remuneration = EUR 460 thousand, STI = EUR 276 thousand, LTI = EUR 414 thousand.

Pay ratios

In the year under review the target total remuneration of the Chief Executive Officer (excluding compensatory payment for the forfeiture of benefits from the previous employer) was 23 times the target total remuneration of the average of all company employees (excluding the Executive Board). The target total remuneration of the average of all members of the Executive Board was 15 times the target total remuneration of the average of all employees (excluding the Executive Board). The target total remuneration of the average of all employees refers to the workforce of Hannover Re in Germany; it encompasses the personal expense (excluding expense for Executive Board remuneration) for wages and salaries and the variable salaries upon 100% target attainment on a full-time equivalent basis.

Adherence to maximum remuneration

The Supervisory Board has determined an upper limit for each member of the Executive Board based on the amount for the total of fixed remuneration, fringe benefits, STI and LTI as well as pension service cost ("maximum remuneration") in accordance with § 87a Para. 1 Sentence 2 No. 1 Stock Corporation Act (AktG). The maximum remuneration limits all payments that result from the commitment for a financial year, irrespective of the date of receipt. The maximum remuneration is EUR 5,000,000 for the Chief Executive Officer and EUR 3,000,000 for all other members of the Executive Board.

It is only possible to report definitively on adherence to the maximum remuneration for the 2022 financial year after the LTI tranche awarded for 2022 has been paid out, which will

Remuneration components and associated goals M 74

occur in 2027. Should the payment made from the LTI lead to the maximum remuneration being exceeded, the amount paid out will be reduced accordingly so as to ensure adherence to the maximum remuneration.

Application of the remuneration system in the 2022 financial year

The following table provides an overview of the components of Hannover Re's remuneration system in the 2022 financial year and the associated targets:

Remuneration component/ Remuneration condition		Measurement basis /parameter	Goals
remuneration components	Fixed remunera tion	The fixed remuneration is paid in cash in twelve equal monthly instalments.	• Attracting and retaining the most suitable Board members • Remunerating the scope of responsibility, expertise and experience of the individual Board members
Fixed	Fringe benefits	Vehicle for business and personal use, accident, luggage and D&O insurance in an appropriate amount	• Granting customary fringe benefits and pension schemes to attract and retain the
	Pension scheme	Defined contribution commitment: annual funding contribu tion amounting to 25% of the defined measurement basis Dr. Pickel: continuation of a defined benefit commitment (legacy commitment): commitment to a pension calculated as a percentage of the pensionable fixed annual remuneration	most suitable Board members
	Short-term incentive (STI)	Target bonus model Performance criteria: • Hannover Re Group RoE of the 2022 financial year • Individual performance criteria of the 2022 financial year (financial and non-financial, including ESG targets) Cap: 200% of the STI target amount	• Incentivising attainment or outper formance of the annual corporate and business group targets and remuneration of the individual contribution to the result and to sustainability
Variable remuneration components	Long-term incentive (LTI)	Performance Share Plan ("Hannover Re Performance Shares") Four-year performance period LTI allocation value is dependent on the determined target attainment for: • Hannover Re Group RoE of the 2022 financial year • Individual performance criteria of the 2022 financial year Performance criteria: • Performance of the Hannover Re share (plus dividends) • Relative Total Shareholder Return (TSR) compared to relevant peers: Munich Re, Swiss Re, Everest Re, Reinsurance Group of America, SCOR) Cap: 400% of the LTI target amount (max. 200% LTI allocation value + max. 200% measured by the relative TSR)	• Recognising the performance in the 2022 financial year • Incentivising the creation of long-term shareholder value • Motivating outperformance of peers
	Subsequent adjustment of the target values /benchmark parameters for annual and multi-year bonus is excluded.
	Maximum remuneration	Chief Executive Officer: EUR 5,000,000 Other Board members: EUR 3,000,000	• Limiting the total remuneration promised for a financial year • Fulfilment of regulatory standards of the Stock Corporation Act (AktG)
Further provisions	Malus and clawback	Option of the Supervisory Board to partially or fully withhold ("malus") or claim back ("clawback") the variable remuneration in the event of gross misconduct or an incorrect consolidated financial statement In addition, reduction or elimination of the variable remuneration is possible if required by the regulator	• Strengthening the position of the Supervisory Board in the event of severe compliance violations

Fixed remuneration components

Fixed remuneration

The fixed remuneration is paid out in cash in twelve equal monthly instalments. It is aligned in particular with the scope of tasks and professional experience of the respective member of the Executive Board.

Fringe benefits

The members of the Executive Board additionally receive certain non-performance-based fringe benefits in the customary scope; these are reviewed at regular intervals. A vehicle is made available for company and personal use for the duration of the Board appointment. The member of the Executive Board is responsible for paying tax on the pecuniary advantage associated with personal use of the company car. In addition, the company grants the members of its Executive Board an appropriate amount of insurance protection under group policies (accident, luggage and D&O insurance).

If a new member of the Executive Board forfeits a bonus from their previous employer, sign-on or recruitment bonuses are paid in exceptional cases. Compensation for forfeited variable remuneration components from the previous employer is normally granted in multiple instalments and linked to payment conditions.

Retirement provision

With the exception of Dr. Pickel, whose annual pension is based on a final salary commitment, the members of the Executive Board have defined contribution commitments. Further information in this regard is provided in the subsection "Benefits on leaving the company".

Variable remuneration components

The variable remuneration components consist of a shortterm incentive (STI), which is assessed on the basis of the respective financial year, and a long-term incentive (LTI) with a performance period of four years.

The performance criteria for measuring and evaluating target attainment are derived from Hannover Re's corporate strategy. To this end, the variable remuneration components are structured in such a way as to promote the long-term development of the Hannover Re Group. The following overview shows the close linkage between the performance criteria and other aspects of the variable remuneration and the corporate strategy and explains how the variable remuneration promotes Hannover Re's sustainable development.

The company does not, as a matter of principle, grant the members of the Executive Board any guaranteed variable remuneration.

Remuneration component	Performance criterion/aspect	Strategy relevance/Promotion of long-term development
Short-term incentive (STI)	Group RoE	• RoE: one of Hannover Re's strategic KPIs • Target value consistent with the target set for attainment of sustainable value creation
	Individual premium/deduction	• Allowance for the individual contribution made by Board members and the results of the areas under their responsibility • Implementation of sustainability targets in Board remuneration
Long-term incentive (LTI)	Allocation value depending on STI target attainment	• Higher incentivising for target attainment in the STI • Strengthening of the pay-for-performance concept
	Share performance	• Linkage of share performance and Board remuneration • Harmonisation of the interests of the Board and those of shareholders
	Four-year performance period	• Orientation towards long-term success and assuring the long-term development of Hannover Re
	Relative TSR	• Incentivising long-term outperformance of relevant peers on the capital market (2022: Munich Re, Swiss Re, Everest Re, Reinsurance Group of America, SCOR)

Variable remuneration components M 75

Short-Term Incentive (STI)

Fundamentals

The STI is geared to Hannover Re's commercial success in the relevant financial year. In addition to the financial performance criterion of the return on equity (RoE) generated by the Hannover Re Group pursuant to the consolidated financial statement of Hannover Rück SE ("Group RoE"), an individual premium or deduction is considered in the determination of the amount paid out which comprises both financial and non-financial performance criteria, in particular sustainability targets, and makes allowance for the respective divisional responsibilities of the individual members of the Executive Board in addition to the overall responsibility of the

Calculation of the short-term incentive (STI) M 76

Executive Board. In this way, the STI addresses the goal of a high and stable return on equity for the Hannover Re Group, promotes action on Board- or division-specific focus topics and integrates the interests of our clients, employees and other key stakeholders.

The basis for payment of the STI consists of the contractually defined STI target amount, which is based on overall target attainment of 100%. The overall target attainment (including the individual premium or deduction) can reach values between 0% and 200% of the STI target amount. The amount that can be paid out under the STI is thus limited to 200% of the target amount.

Financial performance criterion

The determinative financial performance criterion for the STI is – with a weighting of 100% – the Group RoE for the financial year in comparison with a strategic target return, which is established on the basis of the risk-free interest rate on a 5-year average plus an ambitious spread. The risk-free interest rate is the average market rate over the past five years for ten-year German government bonds, with the average being calculated on the basis of the respective interest rate at yearend. The Group RoE is one of the key performance indicators in Hannover Re's management system and as such is also implemented in the remuneration of the Executive Board. Hannover Re pursues the goal of generating a high return on equity. The Group's focus here is on sustainable value enhancement. The use of the Group RoE as a determinative performance criterion for the STI creates incentives for accomplishment of this goal.

The target value for the Group-RoE as well as the target corridor with upper and lower thresholds are in each case defined in advance by the Supervisory Board for the coming financial year. In this context, the target value is aligned with the strategic target return of the Hannover Re Group at the time when it was determined.

For the 2022 financial year the Supervisory Board defined a target value (100% target attainment) of 900 basis points above the risk-free interest rate for the Group RoE. This is consistent with the company's strategic target of generating sustainable value creation through a return on equity of at least 900 basis points above the risk-free interest rate. The lower threshold was defined as the risk-free interest rate without a spread, while the upper threshold was set at 1,800 basis points above the risk-free interest rate.

The risk-free interest rate on ten-year German government bonds over a 5-year average amounted to 0.37% as at the end of 2022. For the 2022 financial year the target Group RoE therefore stands at 937 basis points. In the 2022 financial year, a Group RoE of 14.1% (1,410 basis points) was generated. This corresponds to target attainment of the performance criterion Group RoE of 150.5%.

At its meeting on 2 November 2022, the Supervisory Board raised the Group RoE target (strategic target return) for the 2023 financial year from 900 to 1,000 basis points above the risk-free interest rate to allow for the expected increase in the RoE ratio due to the transition to the new IFRS 17 accounting standard.

Target attainment Group RoE in the 2022 financial year M 77

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Individual premium or deduction

By applying an individual premium or deduction to target attainment of the performance criterion Group RoE, the Supervisory Board can consider – in addition to the financial success of the Hannover Re Group – the individual contribution made by the member of the Executive Board and, as appropriate, the division under their responsibility to the result as well as the attainment of sustainability targets in the context of the STI. The amount of the premium or deduction, which can range from -25 percentage points to +25 percentage points, is determined by the Supervisory Board at its reasonable discretion. The criteria and indicators for determination of the individual premium or deduction are in each case defined in advance by the Supervisory Board for the coming financial year and communicated to the members of the Executive Board.

For the 2022 financial year, the Supervisory Board determined for the individual members of the Executive Board the following criteria and indicators as well as – on this basis – the following individual premiums and deductions subsequent to the financial year:

) Contribution to the sustainability strategy Individual premium/deduction

Ongoing development of the HR sustainability strategy; Implementation of catalogue of

Promoting sustainability in the action fields

Promoting sustainability in the action field

Promoting sustainability in the action fields

in asset management"

in insurance business" and "Sustainable

in %

0% points

+5% points

+15% points

+7.5% points

0% points

+5% points

Individual targets and target attainment of the member of the Executive Board M 78

			Individual contribution to the result
Member of the Executive Board	Performance	Dividend continuity/ distribution	Strategic target
Jean-Jacques Henchoz	Covered by performance criterion Group RoE	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023; Implementation of the strategic initiatives
Sven Althoff	IVC2 Property&Casualty reinsurance	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023 with concentrations on ongoing development of P&C3 strategy, implementation of strategic initiative Client Excellence
Claude Chèvre	IVC2 Life&Health reinsurance	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023 with concentrations on implementation of strategic initiative APAC5 L&H6 , Client Excellence, innovation&digital strategy
Clemens Jungsthöfel	Covered by performance criterion Group RoE	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023 with concentrations on implementation of IFRS 17, future organisational setup in CFO scope of responsibility, investments
Dr. Klaus Miller	IVC2 Life&Health reinsurance	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023 with concentration on expansion of Financial Solutions business, inforce management
Dr. Michael Pickel	IVC2 Property&Casualty reinsurance	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023 with concentration on implementation of strategic initiative APAC5 P&C3 and innovation and digital strategy
Silke Sehm	IVC2 Property&Casualty reinsurance	Dividend continuity of Hannover Rück SE	Successful launch of strategy cycle 2021–2023 with concentration on implementation of strategic initiatives Client Excellence and innovation und digital strategy

¹ OHC (Organisational Health Check) = Employee survey that measures the health of an organisation and hence provides an indicator of how an organisation aligns itself, optimally executes its plans and innovates in order to achieve its targets on a lasting basis

² IVC (Intrinsic Value Creation) = A tool of value-based enterprise management used to measure the attainment of long-term targets on the level of the Group, the business groups and the operational units

³ P&C = Property&Casualty reinsurance

⁴ ESG = Environmental, Social and Governance

⁵ APAC = Asia-Pacific region

⁶ L&H = Life&Health reinsurance

Individual targets and target attainment of the member of the Executive Board M 78
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Sustainability
Leadership/Commitment (OHC1 )	Contribution to the sustainability strategy	Individual premium/deduction in %
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Ongoing development of the HR sustainability strategy; Implementation of catalogue of measures	0% points
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Promoting sustainability in the action fields "ESG4 in insurance business" and "Sustainable protection"	0% points
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Promoting sustainability in the action fields "ESG4 in insurance business" and "Sustainable protection"	+5% points
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Promoting sustainability in the action field "ESG4 in asset management"	+15% points
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Promoting sustainability in the action fields "ESG4 in insurance business" and "Sustainable protection"	+7.5% points
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Promoting sustainability in the action fields "ESG4 in insurance business" and "Sustainable protection"	0% points
Change in OHC score 2020/2021; relative improvement of the OHC1 score in certain focus areas	Promoting sustainability in the action fields "ESG4 in insurance business" and "Sustainable protection"	+5% points

Member of the Executive Board

Sven Althoff IVC2

Claude Chèvre IVC2

Dr. Klaus Miller IVC2

Dr. Michael Pickel IVC2

Silke Sehm IVC2

³ P&C = Property&Casualty reinsurance ⁴ ESG = Environmental, Social and Governance

⁵ APAC = Asia-Pacific region ⁶ L&H = Life&Health reinsurance

Jean-Jacques Henchoz Covered by performance

Clemens Jungsthöfel Covered by performance

criterion Group RoE

Life&Health

criterion Group RoE

Life&Health

Property&Casualty

reinsurance

of the Group, the business groups and the operational units

Property&Casualty

Performance Dividend continuity/

distribution

Dividend continuity of Hannover Rück SE

¹ OHC (Organisational Health Check) = Employee survey that measures the health of an organisation and hence provides an indicator of how an

² IVC (Intrinsic Value Creation) = A tool of value-based enterprise management used to measure the attainment of long-term targets on the level

organisation aligns itself, optimally executes its plans and innovates in order to achieve its targets on a lasting basis

Overall target attainment and amount paid out under the STI 2022

The following table shows the overall target attainment as well as the resulting amount paid out to each member of the Executive Board for the STI 2022:

Overall target attainment and amount paid out under STI 2022 M 79

Member of the Executive Board	Target amount in EUR thousand	Target attainment Group RoE	Individual premium / deduction	Overall target attainment	Amount paid out in EUR thousand
Jean-Jacques Henchoz	504	150.5%	0.0%	150.5%	758.5
Sven Althoff	312	150.5%	0.0%	150.5%	469.6
Claude Chèvre	312	150.5%	5.0%	155.5%	485.2
Clemens Jungsthöfel	258	150.5%	15.0%	165.5%	427.0
Dr. Klaus Miller	312	150.5%	7.5%	158.0%	493.0
Dr. Michael Pickel	312	150.5%	0.0%	150.5%	469.6
Silke Sehm	258	150.5%	5.0%	155.5%	401.2
Total	2,268				3,504.1

Long-Term Incentive (LTI)

Fundamentals

The LTI plays a key role in aligning the interests of the Executive Board with those of our shareholders. Through relative measurement of the Hannover Re share performance incentives are created for long-term outperformance of our competitors on the capital market.

The LTI is structured in the form of a performance share plan and thereby incentivises increases in the value of the Han-

Calculation of the long-term incentive (LTI) allocation value M 80

nover Re share in the interests of our investors. The amount of the LTI allocation value is based on the contractually agreed LTI target amount (target attainment 100%) and depends on the target attainment for the financial performance criterion Group RoE determined in the context of the STI for the respective financial year as well as the individual premium or deduction defined by the Supervisory Board for the financial year (overall target attainment).

The overall target attainment of the STI 2022 is the basis for allocation of the LTI tranche 2022 in the 2023 financial year (Hannover Re performance share awards). The number of allocated Hannover Re performance shares is determined from the LTI allocation value as well as the average Hannover Re share price over a period extending from 15 trading days before to 15 trading days after the meeting of the Supervisory Board that approves the consolidated financial statement. The Hannover Re performance shares have a total term of four years ("performance period"). The LTI tranche 2022 will be paid out in the 2027 calendar year following the four-year performance period.

The following table presents the most important aspects of the allocation of the LTI tranche 2022.

LTI 2022 allocation M 81
Member of the Executive Board	Target amount in EUR thousand	Overall target attainment of the STI 2021	Allocation amount in EUR thousand
Jean-Jacques Henchoz	756.0	150.5%	1,137.8
Sven Althoff	468.0	150.5%	704.3
Claude Chèvre	468.0	155.5%	727.7
Clemens Jungsthöfel	387.0	165.5%	640.5
Dr. Klaus Miller	468.0	158.0%	739.4
Dr. Michael Pickel	468.0	150.5%	704.3
Silke Sehm	387.0	155.5%	601.8
Total	3,402.0		5,255.8

At the end of the four-year performance period the base payment amount is initially calculated on the basis of the Hannover Re share price performance. This base amount is determined from the allocated number of Hannover Re performance shares (LTI tranche 2022) and the average share price of Hannover Rück SE over a period extending from 15 trading days before to 15 trading days after the meeting of the Supervisory Board that approves the consolidated financial statement in the year when the four-year performance period ends (2027) plus the dividends paid out during the performance period. The performance thus fully reflects the total shareholder return.

Calculation of the LTI base payment amount (allowance for share performance) M 82

The final amount to be paid out is determined from the base payment amount and the target attainment of the relative total shareholder return ("relative TSR") measured against the peer group (Munich Re, Swiss Re, Everest Re, Reinsurance Group of America, SCOR). The amount paid out for the LTI is limited to 200% of the LTI allocation value and can thus amount to altogether at most 400% of the LTI target amount (max. 200% LTI allocation value + max. 200% measured by the relative TSR) – provided that the sum total of all remuneration components does not exceed the maximum remuneration pursuant to § 87a Para. 1 Sentence 2 No. 1 Stock Corporation Act (AktG).

Financial performance criterion

The determinative performance criterion for the final LTI amount to be paid out is the relative TSR. By means of the relative TSR, an external performance criterion geared to the capital market is integrated into the variable remuneration that facilitates relative performance measurement as well as alignment of the interests of the Executive Board and those of shareholders. The relative TSR maps the development of the Hannover Re share price during the four-year performance period including gross dividends in comparison with a peer group comprised of relevant competitors in the insurance industry. In this way, the LTI creates incentives for the strong performance of the Hannover Re share on the capital market on a long-term and sustainable basis.

The target attainment for the relative TSR is established by comparing the TSR of the Hannover Re share with the shares of companies in the peer group during the four-year performance period. For this purpose, the TSR of the Hannover Re share in the respective performance period is compared with the unweighted average TSR of the peer group. The Supervisory Board reviews the peer group before the start of each performance period of a new LTI tranche. For the LTI tranche 2022 it is composed of the following companies:

Munich Re
Swiss Re
Everest Re
RGA (Reinsurance Group of America)
SCOR

If the TSR of the Hannover Re share corresponds to the unweighted average TSR of the peer group, the target attainment for the relative TSR amounts to 100%. Each percentage point by which the TSR of the Hannover Re share exceeds or falls short of the unweighted average TSR of the peer group results in a corresponding increase or reduction in the target attainment (linear scaling). If the TSR of the Hannover Re share exceeds the unweighted average TSR of the peer group by 100 percentage points or more, the target attainment for the relative TSR amounts to 200%. Any further increase in the relative TSR will not lead to a further increase in the target attainment. If the TSR of the Hannover Re share is 100 percentage points or more below the unweighted average TSR of the peer group, the target attainment for the relative TSR amounts to 0%.

The target attainment for the LTI tranche 2022 will be disclosed in the 2027 remuneration report after the end of the performance period.

Amounts paid out from multi-year variable remuneration components

In the 2022 financial year amounts were paid out from multi-year variable remuneration components of the old remuneration system, which was applicable until the end of the 2020 financial year. In this system the variable remuneration for a financial year consisted of a Group bonus and an individual bonus as well as – in the case of members of the Executive Board with responsibility for a certain division – a divisional bonus. 60% of the amount determined for each member of the Executive Board was paid out after the end of the respective financial year, while 20% was allocated as virtual shares (Hannover Re share awards) and a further 20% was contributed to a so-called bonus bank. The Hannover Re share awards allocated in the 2018 financial year on the basis of the target attainment for the variable remuneration of the 2017 financial year (Hannover Re share awards 2017) as well as the amount contributed to the bonus bank in the 2019 financial year on the basis of the target attainment for the variable remuneration of the 2018 financial year (bonus bank 2018) were paid out in 2022.

Hannover Re share awards 2017

Under the remuneration system valid until 2020, once the variable remuneration had been established for a financial year Hannover Re share awards were automatically allocated in the equivalent amount of 20% of the determined variable remuneration. The value per share upon allocation was established on the basis of the unweighted arithmetic mean of the Xetra closing prices over a period of five trading days before to five trading days after the meeting of the Supervisory Board that approved the consolidated financial statement. After a vesting period of four years the value of the Hannover Re share awards calculated at the payment date was paid out. In this context, the value of the share is established on the basis of the unweighted arithmetic mean of the Xetra closing prices over a period of five trading days before to five trading days after the meeting of the Supervisory Board that approves the consolidated financial statement. In addition, the sum total of all dividends per share distributed during the vesting period is paid out.

In the 2022 financial year the vesting period for the Hannover Re share awards allocated in the 2018 financial year on the basis of the 2017 variable remuneration ended and the calculated value was paid out.

Renumeration report

The following table provides an overview of the Hannover Re share awards 2017:

HR Share Awards (HR SA) paid out for 2017 M 85

Member of the Executive Board	Allocation value 20% of the 2017 variable remuneration in EUR thousand	Average share price on allocation in EUR	Number of allocated HR SA	Average share price at the end of the vesting period in EUR	Total distributed dividends per share in EUR	Amount paid out 2022 in EUR thousand
Sven Althoff	109.6	111.65	982	148.86	20.25	166.1
Claude Chèvre	125.8	111.65	1,127	148.86	20.25	190.6
Dr. Klaus Miller	105.8	111.65	948	148.86	20.25	160.3
Dr. Michael Pickel	118.6	111.65	1,063	148.86	20.25	179.8
Silke Sehm1 Since 6 March 2019	–	–	–	–	–	115.6

¹ The amount paid out to Ms Silke Sehm refers to HR SA that were allocated to her for her work as a senior executive before her appointment as a member of the Executive Board.

Bonus bank 2018

In addition, the amount contributed to the bonus bank in the 2019 financial year on the basis of the 2018 variable remuneration was paid out in the 2022 financial year.

The positive amount contributed to the bonus bank three years prior to the payment date becomes payable, insofar as it does not exceed the balance of the bonus bank after allowance for credits /debits up to and including those for the last completed financial year. Pending payments not covered by a positive balance in the bonus bank are forfeited.

The following table provides an overview of the bonus bank 2018:

Bonus bank paid out for 2018	M 86
Member of the Executive Board	Amount contributed (20% of the 2018 variable remuneration) in EUR thousand	Amount paid out 2022 in EUR thousand
Sven Althoff	117.6	117.6
Claude Chèvre	119.6	119.6
Dr. Klaus Miller	111.0	111.0
Dr. Michael Pickel	161.8	161.8

Overview of multi-year variable remuneration components The following chart provides an overview of the multi-year variable remuneration components:

Multi-year variable remuneration components M 87

Renumeration report

The following tables provide an overview of payments due in the coming years from multi-year variable remuneration:

Bonus bank balances of active members of the Executive Board as at 31.12.2022 (remuneration system until 2020)

Member of the Executive Board	Amount contributed	Amount contributed	Total
	for FY 2019	for FY 2020	in EUR thousand
	in EUR thousand	in EUR thousand
Jean-Jacques Henchoz
Since 1 April 2019	207.0	268.6	475.6
Sven Althoff
Since 1 August 2014	122.6	136.6	259.2
Claude Chèvre
Since 1 November 2011	123.8	162.6	286.4
Clemens Jungsthöfel
Since 1 September 2020	–	39.4	39.4
Dr. Klaus Miller
Since 1 September 2010	138.0	156.4	294.4
Dr. Michael Pickel
Since 1 January 2000	150.8	144.8	295.6
Silke Sehm
Since 6 March 2019	90.0	107.8	197.8

Hannover Re Share Awards (HR SA) of active members of the Executive Board as at 31.12.2022 (remuneration system until 2020)

Member of the Executive Board	Number of HR SA allocated for FY 2018 Average share price on allocation EUR 129.60	Number of HR SA allocated for FY 2019 Average share price on allocation EUR 139.04	Number of HR SA allocated for FY 2020 Average share price on allocation EUR 150.42	Total
Jean-Jacques Henchoz Since 1 April 2019	–	1,489	1,786	3,275
Sven Althoff Since 1 August 2014	908	882	909	2,699
Claude Chèvre Since 1 November 2011	923	891	1,081	2,895
Clemens Jungsthöfel Since 1 September 2020	–	–	262	262
Dr. Klaus Miller Since 1 September 2010	857	993	1,040	2,890
Dr. Michael Pickel Since 1 January 2000	1,249	1,085	963	3,297
Silke Sehm1 Since 6 March 2019	–	648	717	1,365

¹ Ms. Sehm was additionally allocated a further 824 HR SA for the 2018 and 2019 financial years for her work as a senior executive before her appointment to the Executive Board.

M 90

Hannover Re Performance Share Awards (HR PSA) of members of the Executive Board as at 31.12.2022 (remuneration system from 2021 onwards)

Member of the Executive Board Number of HR

	PSA allocated for
	FY 2021
	Average share
	price on allocation
	EUR 156.31
Jean-Jacques Henchoz	6,554
Sven Althoff	4,057
Claude Chèvre	3,758
Clemens Jungsthöfel	3,121
Dr. Klaus Miller	3,608
Dr. Michael Pickel	3,758
Silke Sehm	3,121

Malus and clawback, risk adjustment

If a member of the Executive Board intentionally violates one of their fundamental due diligence obligations pursuant to § 93 Stock Corporation Act (AktG), a cardinal obligation under their service contract or other fundamental company principles governing conduct, e.g. from the Code of Conduct or the compliance guidelines, the Supervisory Board may, at its discretion, withhold in part or in full variable remuneration that has not yet been paid out ("malus") or reclaim in part or in full the gross amount of the variable remuneration already

paid out ("clawback"). A clawback of remuneration is excluded if the significant breach occurred more than five years ago.

In making its discretionary decision, the Supervisory Board considers the severity of the violation, the degree of fault on the part of the member of the Executive Board as well as the material and immaterial damage incurred by the company.

Furthermore, a member of the Executive Board shall pay back variable remuneration already paid out to them in the event that, and insofar as, it emerges after payment has been made that the audited and adopted consolidated financial statement used as a basis for the calculation of the amount paid out was incorrect and must therefore be corrected according to pertinent financial reporting standards and a lower amount – or no amount at all – would have been owed from the variable remuneration on the basis of the corrected and audited consolidated financial statement and the relevant remuneration system.

In addition, a restriction or complete omission of payment of the variable remuneration components is permissible in the event of a final or immediately enforceable ruling of the Federal Financial Supervisory Authority (BaFin) in which the payment is prohibited or restricted (such as: if the equity capital is lower or at risk of becoming lower than the solvency capital requirement), and also if this is required in accordance with Art. 275 Para. 2 letter e of the Delegated Regulation (EU) 2015/35 of 10 October 2014.

M 89

No clawback or reduction occurred in the 2022 financial year, nor was there any restriction or omission of payment of variable remuneration components.

Benefits on leaving the company