Annual General Meeting 2020

Information worth knowing about the AGM

Munich Re's 133rd Annual General Meeting was held as a Virtual Annual General Meeting on Wednesday, 29 April 2020 at the offices of the Company, Königinstraße 107, 80802 Munich.

The Annual General Meeting was held as a Virtual Annual General Meeting without attendance in person by the shareholders or their proxies, in accordance with Section 1(2) of the Act on Measures in Corporate Law, Cooperatives Law, Associations Law, Trust Law, and Real Estate Owner Law to Combat the Effects of the COVID-19 Pandemic dated 27 March 2020 (Federal Gazette I, p. 570; the “COVID-19 Measures Act”). For more details on shareholder and proxy rights, please see the “Further Details and Additional Information” section below, after the agenda and the reports on agenda items 6 and 7.

These documents and the separate non-financial statement for Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as “Munich Reinsurance Company” or “the Company”) and the Group for the 2019 financial year are available on the internet at www.munichre.com/agm (under “Documents”). They will also be available at the Annual General Meeting.

The financial statements prepared by the Board of Management have already been approved by the Supervisory Board; the financial statements have thus been adopted. The Supervisory Board has also already approved the Group financial statements prepared by the Board of Management. In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda item.

As the number of Munich Re shares has changed since the invitation to the AGM was published and now stands at 4,218,930 the Supervisory Board and the Board of Management have updated their proposal regarding appropriation of the net retained profits.

The Supervisory Board and the Board of Management propose that the net retained profits of €1,414,315,037.80 for 2019 be utilised as follows:

Payment of a dividend of € 9.80 on each dividend-bearing no-par-value share €1,372,969,523.80
Carried forward to new account €41,345,514.00
Net retained profits €1,414,315,037.80
Pursuant to Section 58(4) sentence 2 AktG, the right to the dividend becomes due on the third business day following the resolution of the Annual General Meeting. The dividends are thus scheduled to be paid out on 5 May 2020.
The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Board of Management in the 2019 financial year be given for that period.
The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Supervisory Board in the 2019 financial year be given for that period.

Pursuant to Sections 96(1) and 101(1) AktG and Sections 5 no. 1, 15(1) and (22) of the German Act on the Co-Determination of Employees in Cross-Border Mergers (MgVG) in conjunction with the Co-determination Agreement of Munich Reinsurance Company concluded between the managements of the Company and Münchener Rück Italia S.p.A. and the Special Negotiating Body dated 28 November/10 December/12 December 2008 (as amended on 15 December 2017, together with the minutes dated 26 July 2019 – hereinafter referred to as the “Co-Determination Agreement”) and pursuant to Article 10(1) of Munich Reinsurance Company’s Articles of Association, the Supervisory Board is to be composed of ten members elected by the shareholders at the Annual General Meeting and ten members elected by the employees.

Dr. Kurt Wilhelm Bock has stepped down as a member of the Supervisory Board of Munich Reinsurance Company effective as of the end of the Annual General Meeting on 29 April 2020.

The Supervisory Board proposes to elect

Mr. Carsten Spohr, Munich
Chair of the Board of Management of Deutsche Lufthansa AG

as a shareholder member to the Supervisory Board for the remainder of Dr. Kurt Wilhelm Bock’s original term of office, namely until the end of the Annual General Meeting that votes on the approval of the 2023 financial year.

The election proposal of the Supervisory Board is based on the recommendation of the Nomination Committee, and takes into account the objectives set by the Supervisory Board regarding its composition, while simultaneously aiming to fulfil the competence profile of the full Board.

Women and men must each constitute at least 30 percent of the Supervisory Board of Munich Reinsurance Company (Section 96(3) AktG). According to the Co-Determination Agreement, the minimum share of 30 percent must be fulfilled separately on the employee side and on the shareholder side. Since the responsible bodies have elected five women and five men as the employee representatives to the Supervisory Board for the current term, the minimum share has been fulfilled on the employee side. By electing the proposed candidate to the Supervisory Board, the 30 percent minimum share for shareholders would also be fulfilled (four women and six men).

The annex to this invitation includes further information about the proposed Supervisory Board candidate, including a curriculum vitae.

The authorisation to buy back and use own shares, issued by the Annual General Meeting on 25 April 2018, has already been in large part utilised by the 2018/2019 and 2019/2020 share buy-back programmes. A proposal to grant the Company a new authorisation to buy back own shares is therefore to be submitted to the Annual General Meeting.

The Supervisory Board and the Board of Management propose that the following resolutions be adopted:

a) The Board of Management is authorised, with the Supervisory Board’s approval, to buy back shares until and including 28 April 2023, up to a total amount of 10% of the share capital at the time the resolution is adopted. If at the time this authorisation is exercised the existing share capital is lower, that amount is to be deemed material. The authorisation may be exercised as a whole or in partial amounts, on one or more occasions and for one or more purposes. The shares may be acquired directly by the Company, by dependent companies or enterprises in which the Company has a majority shareholding (Group Companies), or by third parties acting for the Company or a Group Company. The shares acquired plus other treasury shares in the possession of the Company, or attributable to the Company pursuant to Sections 71d and 71e AktG may at no time amount to more than 10% of the share capital. The authorisation may not be used for trading in treasury shares.

b) The shares will be acquired at the discretion of the Board of Management aa) via the stock exchange; or bb) via a public purchase offer to all shareholders; or cc) via a solicitation to all shareholders to submit sales offers (request to sell); or dd) via a public offer to all shareholders to exchange Munich Reinsurance Company shares for shares in another listed company as defined in Section 3(2) AktG.

aa) If the shares are bought back via the stock exchange, the purchase price (excluding incidental expenses) may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price in Xetra trading on the Frankfurt Stock Exchange determined for Company shares with the same securities number on the last three days of trading prior to the commitment to purchase.

bb) If the shares are bought back via a public purchase offer, the purchase price per share or the upper and lower limits of the price range (excluding incidental expenses) may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities number on the fifth, fourth and third trading days before the date on which the offer is published. If after a public purchase offer there are significant deviations in the relevant share price, the offer may be adjusted. In this case, the basis for determining the purchase price or the purchase price range will be the arithmetic mean of the closing price determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities number on the fifth, fourth and third trading days before the public announcement of the adjustment. The volume may be restricted. If the offer is oversubscribed, the shareholders’ right to tender shares may be restricted to the extent that acceptance is based on the proportions of shares tendered (tender ratios). The Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder). The purchase offer may provide for further conditions.

cc) If the Company publicly solicits offers to sell Munich Reinsurance Company shares, the Company may in its solicitation state a purchase price range within which offers may be submitted. The solicitation may provide for a submission period, terms and conditions, and the possibility of adjusting the purchase price range during the submission period if, after publication of the solicitation, significant share price fluctuations occur during the submission period. Upon acceptance, the final purchase price shall be determined from all the submitted sales offers. The purchase price (excluding incidental expenses) for each Company share may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing prices of Company shares in Xetra trading on the fifth, fourth and third trading days prior to the date on which the Company accepts the offers. If the number of Company shares offered for sale exceeds the total volume of shares the Company intended to acquire, the shareholders’ right to tender shares may be restricted to the extent that acceptance is based on the proportions of tendered shares (tender ratios). The Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder).

dd) In the case of a public offer to exchange Munich Reinsurance Company shares for shares in another listed company (Exchange Shares) as defined in Section 3(2) AktG, a certain exchange ratio may be specified or also determined by way of an auction procedure. A cash benefit may also be provided for as an additional payment to the exchange offered or as compensation for any fractional amounts. In each of these procedures for the exchange of shares, the exchange price or the applicable upper and lower limits of the price range in the form of one or more Exchange Shares and calculated fractional amounts, including any cash or fractional amounts (excluding incidental expenses), may not exceed by more than 10% or undercut by more than 20% the relevant value of Company shares. The basis for calculating the relevant value of each Company share and of each exchange share shall be the respective arithmetic mean of the closing price in Xetra trading on the Frankfurt Stock Exchange on the fifth, fourth and third trading days before the date on which the exchange offer is published. If the Exchange Shares are not traded in the Xetra trading system on the Frankfurt Stock Exchange, the basis shall be the closing prices quoted on the stock exchange having the highest average trading volume in respect of the Exchange Shares in the course of the preceding calendar year. If after a public exchange offer there are significant deviations in the relevant share price, the offer may be adjusted. In this case, the basis for the adjustment shall be the arithmetic mean closing price on the fifth, fourth and third trading days before the date of the public announcement of the adjustment. The volume may be restricted. If the exchange offer is oversubscribed, the shareholders’ right to tender shares may be restricted to the extent that acceptance is based on the proportions of shares tendered (tender ratios). The Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder). The exchange offer may provide for further conditions.

c) The Board of Management is empowered to use shares acquired on the basis of the aforementioned or previously granted authorisations or pursuant to Section 71d sentence 5 AktG for all legally admissible purposes, and in particular as follows:

aa) They may be used for launching the Company’s shares on foreign stock exchanges where they are not yet admitted to trading.

bb) They may be sold directly or indirectly in return for non-cash payment, in particular as part of offers to third parties in connection with mergers or acquisitions of companies or parts of companies, shareholdings or other assets. Selling in this regard may also include the granting of conversion or subscription rights or of warrants and the transferring of shares in conjunction with securities lending.

cc) They may be sold to third parties for cash other than via the stock exchange or via an offer to all shareholders.

dd) They may be used for the hedging of or delivery under conversion rights, warrants, or conversion obligations, in particular arising out of or in connection with convertible bonds or bonds with warrants issued by the Company or by one of its Group Companies. If treasury shares are offered to all shareholders, the number of shares to which holders of such conversion rights, warrants, or conversion obligations would be entitled as shareholders after exercising their conversion right or warrant or meeting their conversion obligation may also be offered to such holders of warrants or conversion rights/obligations.

ee) They can be offered to all shareholders in order to enable them to subscribe for treasury shares against full or partial assignment of their right to payment of the dividend arising out of the resolution on the appropriation of profits at the Annual General Meeting (scrip dividend).

ff) They may be retired without a further resolution of the Annual General Meeting being required. Any retirement may be limited to a portion of the repurchased shares. The Board of Management may determine that the shares can also be retired in a simplified process, without reducing the share capital, by adjusting the proportion of the Company’s share capital represented by each of the remaining no-par-value shares. In this case, the Board of Management shall be authorised to adjust the number of no-par-value shares in the Articles of Association.

d) The price at which the shares are launched on other stock exchanges in accordance with subitem c) aa) or sold to third parties in accordance with subitem c) cc) may not significantly undercut the opening stock price in Xetra trading on the Frankfurt Stock Exchange determined for Company shares with the same securities number (excluding incidental costs) on the day the shares are launched or the binding agreement with the third party is concluded. In addition, in these cases the sum of the shares sold, together with any shares that may have been or will be sold or issued during the term of this authorisation by directly or indirectly excluding the shareholders’ subscription rights, pursuant to Section 186(3) sentence 4 AktG, may not exceed a total of 10% of the share capital, either at the time this authorisation enters into force or when the shares are issued or sold.

e) Should the Xetra trading system be replaced by a comparable successor system, the latter is also to take the place of the Xetra trading system for the purposes of this authorisation.

f) The authorisations in accordance with subitem c) may be utilised one or more times, partially or wholly, individually or jointly; the authorisations in accordance with subitems c) bb), cc),  or dd) may also be utilised by Group Companies, or by third parties acting for the Company or for Group Companies.

g) Shareholders’ subscription rights in respect of these repurchased shares shall be excluded insofar as the shares are used in accordance with the authorisations in subitems c) aa), bb), cc) or dd). If the own shares are used for the purpose mentioned in subitem c) ee), the Board of Management shall be authorised to exclude the right of subscription.

The utilised own shares subject to the exclusion of shareholder subscription rights may not represent more than 10% of the share capital, either at the time this authorisation takes effect or at the time the shares are used. This limit includes shares issued or sold, or to be issued, subject to the exclusion of shareholder rights based on other authorisations, during the term of this authorisation.

h) The authorisation to buy back and use own shares granted by the Annual General Meeting on 25 April 2018 is cancelled as from the moment this new authorisation comes into effect.

The authorisation from the Annual General Meeting dated 23 April 2015 to issue convertible bonds, bonds with warrants, profit participation rights or profit participation certificates expires on 22 April 2020 and is to be renewed. The existing Contingent Capital Increase 2015 is to be cancelled and replaced by a new Contingent Capital Increase 2020.

The Supervisory Board and the Board of Management propose that the following resolution be adopted:

a)  Authorisation

aa) Period of authorisation, nominal amount, term to maturity, currency, issue by Group Companies, limit

The Board of Management is authorised, with the consent of the Supervisory Board, to issue in one or more issues until and including 28 April 2025, subordinated or non-subordinated convertible bonds, bonds with warrants, profit participation rights, profit participation certificates or combinations of such instruments, with or without a limited term to maturity, which may grant the holders or creditors (hereinafter together “Holders”) conversion rights, warrants or conversion obligations in respect of shares of the Company up to a maximum proportional amount of the share capital of €117m (this constitutes ca. 19.9% of the current share capital).

The authorisation includes the issue of subordinated financial instruments, without conversion rights, warrants or conversion obligations, to which Section 221 AktG applies due to their profit-based interest rate, loss-participation provisions, or for other reasons, and which do not fall under the legal category of profit participation rights, (as aforementioned and hereinafter “Hybrid Financial Instruments”; convertible bonds, bonds with warrants, profit participation rights, profit participation certificates (including combinations of such instruments) and Hybrid Financial Instruments together also referred to as “Bonds”). Hybrid Financial Instruments are to be used to create Tier 1 own-fund items under insurance supervisory regulations.

The total nominal amount of the Bonds to be issued under this authorisation may not exceed a maximum of €5bn.

The Bonds may be issued to bearer or registered. The Bonds may also be issued against contribution in kind. The Bonds may be denominated in Euros as well as in the legal currency of another OECD country, provided the equivalent amounts to those stated above in Euros are not exceeded. They may also be issued by Group Companies; in this case, the Board of Management is authorised to guarantee the Bonds on behalf of the Company and to grant the Holders of such Bonds conversion rights, warrants or conversion obligations on the Company’s shares.

Fixed and/or variable interest rates may be payable on the Bonds.

Shares to be issued as a result of conversion rights, warrants or conversion obligations from Bonds issued under this authorisation may not exceed, together with own shares sold during the term of this authorisation and shares issued during the term of this authorisation from the current of future authorised capital, 30% of the share capital, either at the time this authorisation enters into force or at the time it is exercised.

bb) Subscription rights, exclusion of subscription rights, limit

Shareholders are generally entitled to a subscription right in respect of the Bonds. The Bonds may also be underwritten by one or more banks or equivalent institutions pursuant to Section 186(5), sentence 1 AktG subject to the obligation to offer them to the shareholders. If Bonds are issued by a Group Company, the Company must ensure that the shareholders of Munich Reinsurance Company are granted subscription rights pursuant to the law in accordance with the previous sentence.

However, the Board of Management shall be authorised, with the consent of the Supervisory Board, to exclude shareholders’ subscription rights to the Bonds in the following cases:

(1) insofar as it is necessary in respect of fractional amounts resulting from the subscription ratio;

(2) insofar as it is necessary to grant subscription rights to the holders of already issued bonds with conversion rights, warrants or conversion obligations in respect of shares of the Company to the extent to which they would be entitled as shareholders after exercising those rights or meeting the conversion obligations;

(3) insofar as Bonds with conversion rights, warrants or conversion obligations are issued against cash and the issue price is not significantly below the Bonds’ market value determined according to recognised principles of financial mathematics. However, this authorisation to exclude subscription rights applies only to Bonds with rights or obligations to convert into shares which do not represent more than 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised. This maximum limit shall include shares sold or issued, or to be issued, during the term of this authorisation on the basis of other authorisations with exclusion of subscription rights, directly or indirectly pursuant to Section 186(3) sentence 4 AktG;

(4) insofar as Bonds without conversion rights or warrants or conversion obligations are issued against cash and the issue price is not significantly below the Bonds’ market value determined according to recognised principles of financial mathematics, and insofar as they have features similar to debt instruments, i.e. they do not confer any entitlement to membership of the Company or to a share in the proceeds of liquidation, and the interest or return payable is not calculated on the basis of the amount of the profit for the year, the net retained profits or the dividend;

(5) insofar as the Bonds are to be issued against contribution in kind, the exclusion of subscription rights – especially in the context of company mergers or in connection with the acquisition of companies or participations – is in the interests of the Company, and the value of the contribution in kind is proportionate to the Bonds’ market value determined according to recognised principles of financial mathematics.

If Bonds are issued under this authorisation with conversion rights or warrants, or conversion obligations, and subscription rights are excluded, the shares issued to convert such Bonds may not represent more than 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised. This limit includes shares issued or sold, or to be issued, subject to the exclusion of shareholder rights based on other authorisations, during the term of this authorisation until the time it is exercised.

cc) Conversion rights, conversion obligations

In the event of the issue of Bonds with conversion rights, the Holders may convert their Bonds into Company shares in accordance with the bond conditions. The proportional amount of share capital represented by the shares to be issued as a result of the conversion may not exceed the nominal amount of the Bonds, or the issue price if lower. The conversion ratio is determined by dividing the nominal amount, or the issue price if lower, of one Bond by the conversion price defined to acquire one Company share. The conversion ratio may be rounded up or down to a whole figure; in addition, a supplementary cash payment may be specified. Furthermore, the bond conditions may provide for fractional amounts to be combined and/or compensated for in cash. The bond conditions may also provide for a variable conversion ratio.

The bond conditions may include a conditional or unconditional obligation to convert, at maturity or at another date that may be determined by a future event that is still uncertain at the time of issue (Final Maturity), or entitle the Company at Final Maturity of the Bonds, in full or partial substitution for paying the amount due, to grant the Holders of the Bonds shares in the Company or in another company listed on a stock exchange (Company Right of Substitution).

In this case, the Company may be entitled bond conditions to compensate fully or partially in cash any difference between the nominal amount of the Bonds and the result obtained from multiplying a market price for the shares at the time of the exchange – such price to be more closely defined in the terms and conditions of the Bonds, but to be at least 50% of the share price relevant for the lower conversion price limit pursuant to subitem (ee) below – by the conversion ratio.

dd) Warrants

In the event of a warrants issue, one or more warrants are to be attached to each Bond that entitles the Holder to subscribe for shares in Munich Reinsurance Company in accordance with the warrant conditions. The proportional amount of the share capital to be subscribed for per Bond may not exceed the nominal value of the Bond. The bond conditions may also stipulate that the number of shares subscribed for on exercise of the warrants is variable. The warrant conditions for Bonds with warrants denominated in Euros issued by the Company may stipulate that the exercise price can also be paid by transfer of Bonds (“trade-in”) together with, if necessary, a cash payment.

ee) Conversion or warrant price, dilution

The conversion or exercise price fixed for one share must be at least 50% of the average closing price of Munich Reinsurance Company shares in Xetra trading on the Frankfurt Stock Exchange (or equivalent successor system) on the ten trading days preceding the date of the Board of Management's final decision on the issue of the Bonds. In the case of subscription rights trading, the relevant days are those on which the subscription rights are traded on the Frankfurt Stock Exchange, with the exception of the last two days of subscription rights trading on the stock exchange.

If a conversion obligation or a Company Right of Substitution is provided for in accordance with subitem cc), the exercise or conversion price for one share can be the average closing price of Munich Reinsurance Company shares in Xetra trading on the Frankfurt Stock Exchange (or equivalent successor system) on the ten trading days preceding or following the Final Maturity date, even if such exercise or conversion price is below the minimum price stipulated in the previous paragraph. Sections 9(1) and 199(2) AktG remain unaffected.

Notwithstanding Section 9(1) AktG, the Bond conditions may contain a clause safeguarding against the dilution of stock for the event that during the conversion or exercise period the Company, in granting its shareholders subscription rights, either increases its capital or issues further Bonds with conversion rights, warrants or conversion obligations, and does not grant the Holders subscription rights to the extent to which they would have been entitled after exercising the conversion or exercise rights or after meeting the conversion obligations. The terms and conditions may also provide for the conversion/exercise price or the conversion/exercise ratio to be adjusted or cash components to be granted in the event of other measures being taken by the Company that might lead to a dilution in the value of the conversion rights, warrants or conversion obligations. The proportional amount of the share capital to be subscribed for per Bond may on no account exceed the nominal value of the Bond.

ff) Other possible structures

Subject to compliance with the above conditions, the Board of Management is authorised to determine all further details of the issue and terms and conditions of the Bonds or to establish such terms and conditions in agreement with the Group Company issuing the Bonds, particularly the issue price, the maturity and denomination, agreement of any subordination to other liabilities, the subscription or conversion ratio (such as a variable conversion ratio depending on the performance of the share price during the term or a conversion ratio based on a Bond issue price lower than the nominal value), fixing of an additional cash payment, compensation for or combination of fractional amounts, the exercise or conversion price (also whether, for example, the price is to be fixed on the issue of the Bonds or on the basis of future share prices within a defined band), and the exercise or conversion period. The conditions may also stipulate whether the Company’s own shares, issuance of shares from authorised capital, payment of the equivalent value in cash or other securities listed on a stock exchange may be offered instead of fulfilment by way of contingent capital increase and, in the case of mandatory convertible bonds, how details of the performance, terms and fixing of the exercise or conversion price are to be determined.

b) Contingent capital increase

A contingent increase in the share capital by up to 117 million Euros, consisting of new registered no-par-value shares, is authorised (Contingent Capital 2020). The purpose of this contingent capital increase is to permit shares to be granted to the Holders of convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with conversion rights, warrants or conversion obligations, that are issued by the Company or a Group Company in accordance with the aforementioned authorisation granted for the period from 29 April 2020 to the end of the day on 28 April 2025. The new shares are to be issued at the exercise and conversion price fixed in accordance with the criteria of the aforementioned authorisation. The increase in the share capital is to be carried out only to the extent that warrants or conversion rights under the aforementioned instruments are exercised, or conversion obligations under these instruments are fulfilled, and insofar as other means of fulfilment are not introduced. The issued shares are to participate in the profits as of the beginning of the financial year in which they are issued; as an exception the Board of Management may, with the approval of the Supervisory Board, decide that the new shares may also participate in the profits of a previous financial year for which a resolution on the appropriation of profits has not yet been made by the Annual General Meeting at the time of their issue. The Board of Management is authorised to decide on the further details of the contingent capital increase.

c)  Cancellation of Contingent Capital 2015

No Bonds with conversion rights, warrants or conversion obligations in respect of Munich Reinsurance Company shares were issued on the basis of the authorisation granted by the Annual General Meeting on 23 April 2015. The Contingent Capital 2015 adopted by the Annual General Meeting on 23 April 2015 in the amount of €117m is cancelled.

d) Amendment to the Articles of Association

In Article 4 of the Articles of Association the existing paragraphs (2) und (3), containing the Authorised Capital 2015 which expired on 22 April 2020, and the Contingent Capital 2015 which was cancelled in subitem c), are cancelled. In Article 4 of the Articles of Association the following paragraph (2) shall be inserted:

“(2) A contingent increase in the share capital by up to 117 million Euros, consisting of new registered no-par-value shares, has been authorised. The purpose of this contingent capital increase is to permit shares to be granted to the holders of convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with conversion rights, warrants or conversion obligations, which are issued by the Company or a Group Company in accordance with the authorisation granted by the Annual General Meeting on 29 April 2020 for the period from 29 April 2020 to the end of the day on 28 April 2025. The increase in the share capital is to be carried out only to the extent that warrants or conversion rights under the aforementioned instruments are exercised, or conversion obligations under these instruments are fulfilled, and insofar as other means of fulfilment are not introduced. The issued shares are to participate in the profits as of the beginning of the financial year in which they are issued; as an exception the Board of Management may, with the approval of the Supervisory Board, decide that the new shares may also participate in the profits of a previous financial year for which a resolution on the appropriation of profits has not yet been made by the Annual General Meeting at the time of their issue. The Board of Management is authorised to decide on the further details of the contingent capital increase (Contingent Capital 2020).”

Article 4 paragraph (4) shall become Article 4 paragraph (3) of the Articles of Association.

The German Act Implementing the Second Shareholders' Rights Directive (ARUG II) has entered in to force on 1 January 2020. ARUG II contains, among other provisions, changes to the shareholders’ register and to the Annual General Meeting, though they will largely only entry into force as of 3 September 2020 due to a transitional rule. In that regard, the Articles of Association need to be adjusted slightly to comply with these statutory provisions. Additionally, Article 8(1) sentence 2 of the Articles of Association is to be changed to clarify that Section 27(3) of the German Co-Determination Act (MitbestG) does not apply to Munich Reinsurance Company, which is subject to the MgVG.

The Supervisory Board and the Board of Management propose that the following resolutions be adopted:

a) Article 3(3) sentence 1 of the Articles of Association is to be amended as follows:

The words “holders of shares” are to be replaced by the word “shareholders”.

Article 3(3) sentence 1 of the Articles of Association will thus read as follows:

“The shareholders shall be obliged to disclose to the Company any information required by law relating to entry in the shareholders’ register.”

b) Article 3(3) sentence 2 of the Articles of Association is to be amended as follows:

The words “as the holder” are to be deleted.

Article 3(3) sentence 2 of the Articles of Association will thus read as follows:

“Furthermore, they shall indicate the extent to which the shares actually belong to the person duly entered in the shareholders’ register.”

c) Article 3(3) sentence 3 of the Articles of Association is to be deleted.

d) Article 3(4) sentence 1 of the Articles of Association is to be reworded as follows:

“In relation to the Company, rights and obligations from shares exist only for and against the party registered in the shareholders’ register.”

e) Article 3(4) sentence 2 of the Articles of Association is to be amended as follows:

The words “as a shareholder” are to be deleted.

Article 3(4) sentence 2 of the Articles of Association will thus read as follows:

“Entries under a person’s own name in respect of shares belonging to a third party shall be subject to the following conditions:”

f) Article 3(5) of the Articles of Association is to be amended as follows:

The word “shareholders” is to be deleted and the word “exceed” [überschreiten] is to be replaced with the word “exceeds” [überschreitet].

Article 3(5) of the Articles of Association will read as follows:

“As long as and as far as entries in one’s own name for shares which belong to a third party exceed the maximum limit of 2% of the share capital as stated in the Articles of Association, the shares entered shall not carry any voting rights.”

g) Article 3(6) of the Articles of Association is to be reworded as follows:

“The provisions of paragraphs (3) to (5) entered into force on 1 January 2010, and the respective current version applies as of that date to existing entries as well.”

h) Article 6(3) of the Articles of Association is to be amended as follows:

The words “If shareholders are entered under their own name as being the holders of shares which belong to a third party exceeding 0.1% of the share capital as stated in the Articles of Association” shall be replaced by the words “If there is an entry in the shareholders’ register under one’s own name for shares which belong to a third party exceeding 0.1% of the share capital as stated in the Articles of Association”.

Article 6(3) of the Articles of Association will thus read as follows:

“If there is an entry in the shareholders’ register under one’s own name for shares which belong to a third party exceeding 0.1% of the share capital as stated in the Articles of Association, disclosure regarding the submitted shares pursuant to Article 3 (4) (b) of the Articles of Association must be made to the Company no later than three days prior to the Annual General Meeting.”

i) Article 6(4) of the Articles of Association is to be deleted.

j) Article 8(1) sentence 2 of the Articles of Association is to be amended as follows:

The words “by the member elected by the members of the Supervisory Board of shareholders pursuant to Section 27 (3) of the German Co-Determination Act (Mitbestimmungsgesetz)” are to be replaced by the words “by the other shareholder representative to the Supervisory Board on the committee as per Article 13(3) sentence 3 of these Articles of Association (Conference Committee).”

Article 8(1) sentence 2 of the Articles of Association will thus read as follows:

“In the event that he is unable to attend or is unwilling to chair the Meeting, the Chair shall be taken by another member of the Supervisory Board duly determined by the Chair of the Supervisory Board, or – in the absence of such an appointment – by the other shareholder representative to the Supervisory Board on the committee as per Article 13(3) sentence 3 of these Articles of Association (Conference Committee).”

The Board of Management is instructed to submit the above amendments to the Articles of Association under a) to i) for entry in the commercial register in such a way that the amendments are not entered before 3 September 2020.

The current Articles of Association are available on the Company’s website at www.munichre.com/agm (under “Documents”). They will also be available at the Annual General Meeting.

The speech of the Chairman of the Supervisory Board, Dr. Nikolaus von Bomhard, and the Chairman of the Board of Management, Dr. Joachim Wenning, was transmitted live from around 10.00 a.m. on 29 April 2020 and will be publicly accessible. Afterwards they will be available as a recording.

Video Recording

Munich Re shareholders could follow the entire AGM live via the Shareholder Portal.

Voting results of the Annual General Meeting of the Munich Reinsurance Company on 29 April 2020

At the 133nd Annual General Meeting of shareholders on 29 April 2020 held 43.3% of the share capital (44.6% of the share capital entitled to vote) was represented. Voting on the agenda items was as follows.

Items Shares for which valid votes were cast in numbers Shares for which valid votes were cast in % of the share capital Yes votes No votes Adoption Management proposal in favour in %
2 Resolution on the appropriation of the net retained profits from the financial year 2019 – accepted 60,167,633 41.69% 58,504,069 1.663,564 97.24%
3 Resolution to approve the actions of the members of the Board of Management – accepted 62,195,977 43.10% 61,759,327 436,650 99.30%
4 Resolution to approve the actions of the members of the Supervisory Board – accepted 59,426,817 41.18% 58,778,491 648,326 98.91%
5 Resolution to elect a member of the Supervisory Board – Dr. Kurt Wilhelm Bock and Mr. Carsten Spohr, Munich – accepted 59,329,374 41.11% 57,423,248 1,906,126 96.79%
6 Resolution on the authorisation to acquire and dispose of own shares, the possibility of excluding tender and subscription rights, the retirement of acquired treasury shares, and on the cancellation of the existing authorisation – accepted 62,170,841 43.08% 56,163,882 6,006,959 90.34%
7 Resolution to authorise the issue of convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) and of hybrid financial instruments, with the option of excluding subscription rights; to cancel the Contingent Capital 2015; to create a new contingent capital (Contingent Capital 2020); and to make the corresponding amendment to the Articles of Association – accepted 62,224,172 43.12% 58,072,838 4,151,334 93.33%
8a Resolution on further amendments to the Article 3(3) sentence 1 of the Articles of Association – accepted 62,187,592 43.09% 62,153,910 33,682 99.95%
8b Resolution on further amendments to the Article 3(3) sentence 2 of the Articles of Association – accepted 62,185,722 43.09% 62,152,206 33,516 99.95%
8c Resolution on further amendments to the Article 3(3) sentence 3 of the Articles of Association – accepted 62,163,235 43.07% 62,125,520 37,715 99.94%
8d Resolution on further amendments to the Article 3(4) sentence 1 of the Articles of Association – accepted 62,182,463 43.09% 62,148,343 34,120 99.95%
8e Resolution on further amendments to the Article 3(4) sentence 2 of the Articles of Association – accepted 62,177,450 43.08% 62,140,797 36,653 99.94%
8f Resolution on further amendments to the Article 3(5) of the Articles of Association – accepted 62,177,674 43.08% 62,142,174 35,500 99.94%
8g Resolution on further amendments to the Article 3(6) of the Articles of Association – accepted 62,177,444 43.08% 62,140,476 36,968 99.94%
8h Resolution on further amendments to the Article 6(3) of the Articles of Association – accepted 62,176,922 43.08% 62,140,647 36,275 99.94%
8i Resolution on further amendments to the Article 6(4) of the Articles of Association – accepted 62,162,118 43.07% 62,123,435 38,683 99.94%
8j Resolution on further amendments to the Article 8(1) sentence 2 of the Articles of Association – accepted 62,175,405 43.08% 62,134,847 40,558 99.93%

ISIN DE0008430026 / WKN 843002

Dividend notice

On 29 April 2020, the Annual General Meeting of Münchener Rückversicherungs-Gesellschaft resolved that the net retained profits for 2019 of €1,414,315,037.80 be utilised as follows:

Payment of a dividend of € 9.80 on each dividend-bearing no-par-value share €1,372,969,523.80
Carried forward to new account €41,345,514.00
Net retained profits €1,414,315,037.80

The dividend, which will be subject to deduction of 25% German withholding tax, 5.5% solidarity surcharge on the tax withheld (a total of 26.375%) and, where applicable, also church tax on the tax withheld, will be paid out as from 5 May 2020 as follows:

  • For registered shares held in joint custody in the German giro transfer system, the dividend will be paid via Clearstream Banking AG, Frankfurt am Main, to the shareholders' banks, which will credit the relevant amounts to the shareholders' accounts.
  • Payment for shares still held in certificated form will be made against submission of Dividend Coupon No. 23 to the paying agent, Deutsche Bank AG.

For shareholders subject to taxation in Germany, the dividend will be paid out without deduction of withholding tax, solidarity surcharge and, where applicable, church tax if they have provided their depository bank with a "Nichtveranlagungsbescheinigung" (certificate from the competent German tax authority confirming that they are not subject to a German tax assessment procedure). The same applies in whole or in part to shareholders who have submitted an exemption application form to their depository bank, provided that the tax exemption amounts allowed for in this application have not already been exhausted by other investment income.

For foreign shareholders, the withholding tax and the solidarity surcharge withheld may be reduced pursuant to the existing agreements for the avoidance of double taxation between the Federal Republic of Germany and the respective foreign country. Applications for the refund of withholding tax must be submitted to the German Federal Central Tax Office, 53225 Bonn, Germany, no later than 31 December 2024.

Munich, April 2020

The Board of Management

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