Annual General Meeting 2023

The documents for Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as “Munich Reinsurance Company” or “the Company”) and the Group (also “Munich Re” for the purposes of agenda item 6) for the 2022 financial year are available on the internet at www.munichre.com/agm under “Documents”. They will also be accessible there during the Annual General Meeting.

The financial statements presented 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 3,630,781 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 €1,595,694,758.80 for 2022 be utilised as follows:

The Board of Management and the Supervisory Board propose that approval for the actions of the members of the Board of Management in the financial year 2022 be given for that period.

It is intended to have the Annual General Meeting resolve on the approval of the actions of the members of the Board of Management individually.

The Board of Management and the Supervisory Board propose that approval for the actions of the members of the Supervisory Board in the financial year 2022 be given for that period.

It is intended to have the Annual General Meeting resolve on the approval of the actions of the members of the Supervisory Board individually.

Based on the recommendation of the Audit Committee, the Supervisory Board proposes to appoint Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart

• as the auditor and Group auditor, as well as the auditor for the solvency balance sheets, for the 2023 financial year respectively, and
• as auditor for the review of the condensed financial statements and the interim management report for the first half-year of the 2023 financial year, and for any additional mid-year financial information for the 2023 financial year and the first quarter of the 2024 financial year.

The Audit Committee has stated that its recommendation is free of improper influence from third parties and that it was not subject to any clause restricting its choice within the meaning of Art. 16(6) of the EU Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

The Board of Management and the Supervisory Board are to prepare a remuneration report annually under Section 162 AktG. The remuneration report is to be examined by the auditor as to whether the mandatory information under Section 162(1) and (2) AktG was provided. The audited remuneration report is to be submitted to the Annual General Meeting for approval, under Section 120a(4) AktG.

The Board of Management and the Supervisory Board propose to approve the remuneration report for the 2022 financial year, which was prepared and audited in accordance with Section 162 AktG.

The remuneration report can be found – along with the auditor’s report – in Section II (“Additional information about agenda item 6”) and is available at www.munichre.com/agm (under “Documents”).

7.1  Authorisation to hold Virtual General Meetings

The legal framework for holding Virtual General Meetings in Germany has recently been fundamentally changed. Through the German Act Introducing Virtual General Meetings for Stock Corporations, and Amending Cooperatives, Insolvency and Restructuring Provisions dated 20 July 2022 (Federal Gazette I, p. 1166 ff.) regulations were included in the German Stock Corporation Act for the first time that allow for a Virtual General Meeting, i.e. a meeting without the physical presence of the shareholders and their proxies at the location of the General Meeting.

The Virtual General Meeting is closely modelled on the physical meeting. This applies in particular to the direct interaction with the company during the meeting, which is ensured mainly by the right to speak using video communication. According to the legislator’s assessment, the Virtual General Meeting is “a fully-fledged form of meeting and not a second-class meeting” compared to a physical meeting. The legislator ensures the equivalence of the virtual format “through explicit rules on and arrangements regarding shareholders’ rights” in the Stock Corporation Act (Sections 118a et seq. AktG). Shareholders’ rights at Virtual General Meetings are in some respects even more extensive than those at physical meetings. For example, the Stock Corporation Act grants shareholders the right to submit statements in advance at Virtual General Meetings only.

For Virtual General Meetings from 1 September 2023 a provision in the Articles of Association is required (Section 118a(1) sentence 1, (5) AktG in conjunction with Section 26n(1) of the Introductory Act to the German Stock Corporation Act (EGAktG)). The legislator has provided two options for the holding of Virtual General Meetings. On the one hand, it is possible for the Articles of Association to provide for the mandatory holding of Virtual General Meetings. On the other hand, the Articles of Association can authorise the Board of Management to hold a Virtual General Meeting. The resolution proposal of the Board of Management and the Supervisory Board deliberately does not provide for a binding commitment to the virtual format. This does not seem appropriate, especially before using the new virtual format for the first time. The proposal merely aims to authorise the Board of Management to hold Virtual General Meetings. This will expand the Company’s options, also in situation when a physical General Meeting cannot be reliably planned due to special circumstances (e.g. a pandemic). Based on the authorisation, the Board of Management will, on a yearly basis, decide responsibly on the format of the next Annual General Meeting, in the best interests of the Company and considering the interests of the shareholders. In making this decision, the Board of Management will take various aspects into account – in addition to the ensuring of shareholder’s rights and opinions from the shareholder base –, such as the composition of the shareholder base, experience with the new virtual format, the market practice, the respective General Meeting’s agenda, legal and organisational aspects as well as sustainability considerations. If the Board of Management decides to hold a Virtual General Meeting, it will presumably be designed similarly to the Annual General Meeting on 5 May 2023, i.e. closely modelled on a physical meeting, with no questions submitted in advance.

Finally, the limited duration of the authorisation to hold Virtual General Meetings should be emphasised. While the German Stock Corporation Act allows an authorisation for a period of approximately five years, the proposed resolution provides for a considerably reduced duration of two years after the entry of the amendment to the Articles of Association in the commercial register. This allows shareholders to decide again on a suitable provision in the Articles of Association quite soon and in consideration of the practical experience with the Virtual General Meeting format.

The Board of Management and the Supervisory Board propose to adopt the following resolution:

The following new paragraph 2 shall be inserted after Article 7(1) of the Articles of Association:

“(2) The Board of Management may provide for holding the General Meeting without the shareholders or their proxies being physically present at the location of the General Meeting (Virtual General Meeting). The authorisation applies to General Meetings held during a period of two years after the entry of this provision of the Articles of Association in the commercial register.”

7.2  Allowing Supervisory Board members to attend General Meetings by means of video and audio transmission

As a rule, the members of the Supervisory Board attend General Meetings physically, on-site. However, according to Section 118(3) sentence 2 AktG, the Articles of Association may provide for certain cases in which the Supervisory Board members may attend by means of video and audio transmission.

It is proposed to make use of this option so that the members of the Supervisory Board would be able to attend General Meetings even in situations where their physical attendance at the venue of the General Meeting was impossible or would require significant effort. Attendance by means of video and audio transmission is also to be made possible in the case of Virtual General Meetings. These are to be held without the shareholders or their proxies being physically present and will be transmitted by video and audio. The requirement that the meeting chair be present at the venue of the General Meeting (Section 118a(2) sentence 3 AktG) will of course be complied with in such a case.

The Board of Management and the Supervisory Board propose to adopt the following resolution:

The following new paragraph 3 is to be inserted after the new Article 7(2) of the Articles of Association:

“(3) In consultation with the Chair of the Supervisory Board, the members of the Supervisory Board are allowed to attend General Meetings by means of video and audio transmission if their physical attendance at the venue of the General Meeting is impossible or would require significant effort, due to health or legal restrictions, stays abroad, or for other professional or important personal reasons, or if the General Meeting is held as a Virtual General Meeting.”

The current paragraph 2 is to become paragraph 4, and the current paragraph 3 to become paragraph 5.

7.3 Further amendments to the Articles of Association

The following amendments to the Articles of Association are of a purely editorial nature.

The Board of Management and the Supervisory Board propose to adopt the following resolution:

Article 8(2) sub-paragraph 2 sentence 2, and Article 8(3) of the Articles of Association are to be reworded as follows:

The word “invitation” is to be respectively replaced by “convocation”.

Article 8(2) sub-paragraph 2 sentence 2 of the Articles of Association is thus to read as follows in future:

“They may determine an order of items on the agenda which differs from that given in the convocation to the Meeting.”

Article 8(3) of the Articles of Association is thus to read as follows in future:

“If announced in the convocation to the General Meeting, the Chair of the General Meeting may permit video and audio transmission of the General Meeting in a form to be specified by them in greater detail.”

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 Company has had registered shares since it was founded and is thus required to keep a shareholders’ register. Article 3(4) sentence 2 of the Articles of Association governs entries under a person’s own name in respect of shares belonging to a third party (also referred to as “shares held by nominees”). Section 67 AktG, which governs entries in the shareholders’ register, has been amended by the Act on Modernising Partnership Law (MoPeG) dated 10 August 2021 (Federal Gazette I, p. 3436 ff.) regarding partnerships with legal capacity. The amendment will enter into force on 1 January 2024. Article 3(4) sentence 2 of the Articles of Association is to be reworded to take account of this amendment.

The Board of Management and the Supervisory Board propose to adopt the following resolution:

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

Under a), the words “any one natural or juristic person without further requirements” are to be replaced by “any one natural or juristic person or partnership with legal capacity without further requirements”.

Under b), the words “any one natural or juristic person” are to be replaced by “any one natural or juristic person or partnership with legal capacity”. In addition, after the words “a person’s” “or partnership’s” will be added, and the words “pursuant to para. (3)” are to be replaced by “pursuant to paragraph (3)”.

Article 3(4) sentence 2 of the Articles of Association is thus to read as follows in future:

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

a) There will be no further requirements in respect of entries of holdings by any one natural or juristic person or partnership with legal capacity up to 0.1% of the share capital as stated in the Articles of Association;

b) for entries of holdings by any one natural or juristic person or partnership with legal capacity in excess of 0.1% of the share capital as stated in the Articles of Association, registration requires that, at the request of the Company, nominees make a clear commitment to disclose within a reasonable period any information demanded by the Company pursuant to paragraph (3) above in respect of persons or partnerships with legal capacity holding more than 0.1% of the share capital as stated in the Articles of Association.”

The Board of Management is instructed to submit the aforementioned amendments to the Articles of Association for entry in the commercial register in such a way that the amendments are entered only after 1 January 2024.

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.