Annual General Meeting 2019
1. a) Submission of the report of the Supervisory Board, the corporate governance report and the remuneration report for the financial year 2018. b) Submission of the adopted Company financial statements, the approved consolidated financial statements, the combined management report for Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München and the Group for the financial year 2018, and the explanatory report on the information pursuant to Sections 289a(1) and 315a(1) of the German Commercial Code (HGB)
2. Resolution on the appropriation of the net retained profits from the financial year 2018 (updated)
As the number of Munich Re shares has changed since the invitation to the AGM was published and now stands at 5,220,616 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 €1,383,230,912.25 for 2018 be utilised as follows:
|Payment of a dividend of €9.25 on each dividend-bearing, no-par-value share||€1,334,940,214.25|
|Carried forward to new account||€48,290,698.00|
|Net retained profits||€1,383,230,912.25|
The terms of every member of the Supervisory Board will end at the end of the Annual General Meeting on 30 April 2019. Elections for the shareholders’ Supervisory Board members are thus necessary.
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 – 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. The ten employee members of the Supervisory Board have already been elected by the relevant employee representative bodies on the basis of the Co-Determination Agreement.
The ten shareholder representatives are to be elected by the Annual General Meeting on 30 April 2019.
The Supervisory Board proposes to elect the women and men listed below from a) to j) as the shareholder members of the Supervisory Board, effective as of the end of the Annual General Meeting on 30 April 2019. The election applies for the coming term, i.e. until the end of the Annual General Meeting that votes on the approval of the 2023 financial year.
a) Prof. Dr. oec. Dr. iur. Dr. rer. pol. h.c. Ann-Kristin Achleitner, Munich, Germany, Scientific Co-Director of the Center for Entrepreneurial and Financial Studies (CEFS) at the Technical University of Munich
b) Dr. rer. pol. Kurt Wilhelm Bock, Heidelberg, Germany, Member of the Supervisory Board of Munich Reinsurance Company
c) Dr. jur. Nikolaus von Bomhard, Munich, Germany, Chairman of the Supervisory Board of Deutsche Post AG
d) Clement B. Booth, Ascot, United Kingdom, Member of the Board of Directors of Hyperion Insurance Group Ltd., United Kingdom
e) Dr. jur. Benita Ferrero-Waldner, Madrid, Spain, Partner in the law firm of Cremades & Calvo Sotelo, Spain
f) Prof. Dr. rer. nat. Dr. h.c. Ursula Gather, Dortmund, Germany, Rector of TU Dortmund University
g) Gerd Häusler, Frankfurt, Germany, Member of the Supervisory Board of Auto1 Group SE
h) Renata Jungo Brüngger, Horgen, Switzerland, Member of the Board of Management of Daimler AG
i) Karl-Heinz Streibich, Frankfurt, Germany, Co-President of acatech – German Academy of Science and Engineering
j) Dr. iur. Maximilian Zimmerer, Stuttgart, Germany, Member of the Supervisory Board of Munich Reinsurance Company
The election proposals of the Supervisory Board are based on the recommendations of the Nomination Committee, and take 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% of the Supervisory Board of Munich Reinsurance Company (Section 96(3) AktG). According to the Co-Determination Agreement, the minimum share of 30% 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 coming term, the minimum share has been fulfilled on the employee side. By electing the proposed shareholder candidates to the Supervisory Board (four women and six men), the 30% minimum share would also be fulfilled.
In accordance with Clause 5.4.3, sentence 3 of the German Corporate Governance Code (version dated 7 February 2017), we point out that Dr. jur. Nikolaus von Bomhard will be nominated for the position of Chairman should he be elected to the Supervisory Board.
It is intended that the Annual General Meeting should hold individual votes on the election of the members of the Supervisory Board.
The annex to this invitation includes further information about the proposed Supervisory Board candidates, in particular their curriculum vitae.
6. Resolution to amend Article 1(3) of the Articles of Association to render the object of the Company more modern and flexible
The object of the Company in Article 1(3) of the Articles of Association is to be adjusted to take into account the changing economic conditions. The proposed amendment seeks to reflect modernisation and flexibility, and aims in particular to provide Munich Reinsurance Company with more options to react to changing market conditions and value chains and to proactively shape these changes in the best interests of the Company and its shareholders. The information technology sector is mentioned in particular, in order to highlight the increasing importance of digitalisation.
The Supervisory Board and the Board of Management propose that the following resolution be adopted:
Article 1(3) of the Articles of Association is to be restated as follows:
“(3) The object of the Company is the provision of reinsurance in all classes of business, and the management of an international Group of companies that does business in the fields of insurance, asset management, information technologies, and other financial, advisory and similar services (including the identification, analysis, assessment and transfer of risks). The Company is entitled to conduct all transactions and take all measures that are associated with the aforemen-tioned activities or that appear directly or indirectly conducive to them.
The Company may pursue its object directly or indirectly through Group or affiliated companies (including joint ventures). It may restrict itself to part of the activities named in sub-paragraph 1. The Company may establish branches in Germany and other countries, set up affiliated companies, acquire shareholdings in other companies, change their structures, merge them under uniform management or restrict itself to administering the shareholding, divest itself of shareholdings, and also conclude intercompany and cooperation agreements of all kinds.
The Company may directly or indirectly acquire, administer or divest itself of shareholdings in companies of all kinds for investment purposes.”
Information regarding item 1 on the agenda
Information regarding item 4 on the agenda
Information regarding item 5 on the agenda
Further details and information
The speech of the Chairman of the Supervisory Board, Dr. Bernd Pischetsrieder, and the Chairman of the Board of Management, Dr. Joachim Wenning, will be transmitted live from around 10.00 a.m. on 30 April 2019 and will be publicly accessible. Afterwards they will be available as a recording.
Munich Re shareholders can follow the entire AGM live via the Shareholder Portal.
The recording of the speech of the Chairman of the Supervisory Board, Dr. Bernd Pischetsrieder, and the Chairman of the Board of Management, Dr. Joachim Wenning.
Voting results of the Annual General Meeting of the Munich Reinsurance Company on 30 April 2019
At the 132nd Annual General Meeting of shareholders on 30 April 2019 held at the ICM – International Congress Center München – 44% of the share capital (46% 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 2018 – accepted||65,183,136||43.59%||65,071,686||111,450||99.83%|
|3||Resolution to approve the actions of the Board of Management – accepted||64,887,159||43.39%||64,658,028||229,131||99.65%|
|4||Resolution to approve the actions of the Supervisory Board – accepted||64,891,788||43.39%||64,328,628||563,160||99.13%|
|5a||Resolution to elect members of the Supervisory Board – Prof. Dr. oec. Dr. iur. Dr. rer. pol. h.c. Ann-Kristin Achleitner – accepted||65,067,173||43.51%||61,821,276||3,245,897||95.01%|
|5b||Resolution to elect members of the Supervisory Board – Dr. rer. pol. Kurt Wilhelm Bock – accepted||61,441,717||41.09%||55,328,010||6,113,707||90.05%|
|5c||Resolution to elect members of the Supervisory Board – Dr. jur. Nikolaus von Bomhard – accepted||61,461,465||41.10%||52,151,401||9,310,064||84.85%|
|5d||Resolution to elect members of the Supervisory Board – Clement B. Booth, Ascot – accepted||64,932,193||43.42%||63,417,209||1,514,984||97.67%|
|5e||Resolution to elect members of the Supervisory Board – Dr. jur. Benita Ferrero-Waldner – accepted||64,949,409||43.43%||61,310,602||3,638,807||94.40%|
|5f||Resolution to elect members of the Supervisory Board – Prof. Dr. rer. nat. Dr. h.c. Ursula Gather – accepted||64,964,317||43.44%||63,422,407||1,541,910||97.63%|
|5g||Resolution to elect members of the Supervisory Board – Gerd Häusler – accepted||64,943,992||43.43%||63,445,392||1,498,600||97.69%|
|5h||Resolution to elect members of the Supervisory Board – Renata Jungo Brüngger – accepted||64,968,883||43.45%||63,458,604||1,510,279||97.68%|
|5i||Resolution to elect members of the Supervisory Board – Karl-Heinz Streibich – accepted||64,717,123||43.28%||62,643,628||2,073,495||96.80%|
|5j||Resolution to elect members of the Supervisory Board – Dr. iur. Maximilian Zimmerer – accepted||61,440,534||41.09%||57,220,436||4,220,098||93.13%|
|6||Resolution to amend Article 1(3) of the Articles of Association to render the object of the Company more modern and flexible – accepted||65,065,224||43.51%||65,016,106||49,118||99.92%|
– ISIN DE0008430026 (WKN 843 002) –
On 30 April 2019, the Annual General Meeting of Münchener Rückversicherungs-Gesellschaft resolved that the net retained profits for 2018 of €1,383,230,912.25 be utilised as follows:
|Payment of a dividend of €9.25 on each dividend-bearing, no-par value share||€1,334,940,214.25|
|Carried forward to new account||€48,290,698.00|
|Net retained profits||€1,383,230,912.25|
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 6 May 2019 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. 22 to the paying agent, UniCredit Bank AG or one of its branches.
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 2023.
Munich, April 2019
The Board of Management