01Submission of the approved company financial statements and management report for the business year 2000, the consolidated financial statements and management report for the Group for the business year 2000, and the report of the Supervisory Board
02Resolution on the appropriation of the balance sheet profit from the business year 2000
The Supervisory Board and the Board of Management propose that
the balance sheet profit of €221,180,090.00
be utilized for the payment of a dividend of
€1.25 on each share entitled to dividend and
that the amount apportionable to own shares be carried forward to
new account.
If the number of shares entitled to dividend is reduced before the
AGM as the result of the company buying back shares, it is planned
to adjust the proposed resolution as follows: with an unchanged
payment of €1.25 on each share entitled to
dividend, the partial amount apportionable to shares no longer
entitled to dividend shall be carried forward to new account and
the tax expenses arising as a consequence of the smaller
corporation tax reduction shall be shown separately.
03Resolution to approve the actions of the Board of Management in respect of the business year 2000
The Supervisory Board and the Board of Management propose that
approval for the Board of Management's actions be given.
04Resolution to approve the actions of the Supervisory Board in respect of the business year 2000
The Supervisory Board and the Board of Management propose that
approval for the Supervisory Board's actions be given.
05Resolution on a further authorization to increase the company's share capital in order to issue employee shares (Authorized Capital Increase IV) and the relevant amendment to the Articles of Association
The Supervisory Board and the Board of Management propose that a
further authorization to increase the company's share capital
(Authorized Capital Increase IV) totalling
€3,840,000 be granted in order to issue
employee shares and that the Articles of Association be amended as
follows:
a) A new paragraph 4 shall be inserted in Article 4 as follows:
"(4) The Board of Management is authorized, with the consent of the
Supervisory Board, to increase the Company's share capital at any
time up to 18 July 2006 by an amount of up to 3,840,000 euros by
issuing new registered shares against cash contribution (Authorized
Capital Increase IV). The authorization may be exercised in part
amounts. The shareholders' subscription rights shall be excluded to
allow the shares to be issued to employees of the Munich
Reinsurance Company and its affiliated companies. The Board of
Management, with the consent of the Supervisory Board, shall
determine all other details of the shares and the terms of
issue."
b) The current paragraphs 4, 5, 6 and 7 in Article 4 shall become
paragraphs 5, 6, 7 and 8 respectively.
06Authorization to buy back shares
Article 71 para. 1 item 8 of the German Stock Companies Act
gives stock companies the option of buying back their own shares
– subject to prior authorization from the
AGM – up to a total amount of 10% of their
share capital. The authorization to buy back shares granted by the
AGM on 19 July 2000 expires on 19 January 2002. So that, in the
interests of the company and its shareholders, Munich Re can
continue to have this flexible instrument at its disposal, the
authorization is to be renewed.
The Supervisory Board and the Board of Management therefore
propose that the following resolution be adopted:
In accordance with Article 71 para. 1 item 8 of the German Stock
Companies Act, the company shall be authorized to buy back its own
shares up to a total amount of 10% of the current share capital.
The shares may be acquired via the stock exchange or via a public
tender offer to all the shareholders. In the case of acquisition
via the stock exchange, the purchase price (excluding incidental
expenses) may not exceed or undercut by more than 10% the price
determined for company shares with the same securities reference
number in the opening auction in Xetra trading (or a comparable
successor system). In the case of a public tender offer, the
purchase price offered or the limits of the price spread offered
per share (excluding incidental expenses) may not exceed or
undercut by more than 15% the mean price for company shares with
the same securities reference number in the closing auction in
Xetra trading (or a comparable successor system) on the second to
fourth trading days before the date on which the offer is
published. If the offer is oversubscribed, acceptance shall be
based on quotas. For this, the company may provide for preferred
acceptance of small numbers of shares up to 100 shares tendered per
shareholder.
The authorization to buy back shares may be exercised as a whole
or in part amounts and for one or more purposes. It may not be used
by the company for trading in its own shares. The authorization
shall run until 18 January 2003. The authorization to buy back
shares granted by the AGM on 19 July 2000 shall be cancelled as
from the moment this new authorization comes into effect.
With the consent of the Supervisory Board, the shares acquired on
the basis of this authorization may
a) be sold other than via the stock exchange or via an offer to
all shareholders,
b) be used for the launching of the company's shares on foreign
stock exchanges where they are not listed,
c) be offered in connection with mergers, acquisitions of
companies or the purchase of shareholdings,
d) be partially or wholly retired without a further resolution of
the AGM being required.
Shareholders' subscription rights in respect of these bought-back
shares shall be excluded insofar as the shares are used in
accordance with the aforementioned authorizations a), b) or c).
The price at which the shares are sold in accordance with
authorization a) or launched on other stock exchanges in accordance
with b) may not significantly undercut the stock market price
(excluding incidental costs) of company shares with the same
securities reference number at the time of sale. In addition, in
these cases the sum of the shares to be sold, together with any
shares that may be issued in accordance with Article 186 para. 3
sentence 4 of the German Stock Companies Act on the basis of an
authorization to increase the capital with exclusion of
subscription rights or on the basis of bonds with conversion rights
or warrants issued with exclusion of shareholders' subscription
rights, may not exceed a total of 10% of the share capital at the
time the shares are sold or issued.
The authorizations to sell bought-back shares may be utilized one
or more times, partially or wholly, individually or jointly.
Preconditions for attending the Annual General
Meeting
Every shareholder may attend the Annual General Meeting in person
or be represented by a proxy, provided the shareholder has given
notice of his or her intention to participate to the Board of
Management of the company not later than Wednesday, 11 July 2001,
and is entered in the register of shareholders. Accordingly, the
shares entered in the register of shareholders on 11 July 2001
shall be material for establishing the right to participate and
voting rights. All shareholders who have fulfilled these conditions
will receive an admission card for the AGM, which they should bring
with them to the meeting.
As a special service, we offer our shareholders the opportunity
to be represented at the AGM – in
accordance with their instructions – by one
of the proxies nominated by the company. This proxy may be
appointed in writing by means of the form sent to shareholders, or
via the Internet.
Shareholders who wish to use the Internet
(www.munichre.com/AGM2001) to order admission cards or to appoint a
proxy nominated by the company will need their shareholder number
and the relevant AGM online password (HOP). Shareholders entered in
our shareholders' register will receive this and other information
by post.
Shareholders entered in our shareholders' register may also
exercise their voting rights through a proxy appointed in writing,
a bank or a shareholders' association. In this case we would ask
our shareholders to send the forms they receive to a proxy of their
choice, along with their voting instructions. If a bank is entered
in the shareholders' register, it may only exercise the voting
rights for shares that it does not own if it has an authorization
to do so from the shareholders concerned.
Enquiries or motions from shareholders for the AGM should be sent
to the following address only:
Münchener
Rückversicherungs-Gesellschaft
ZA/G – Aktienregister
80791 München
Germany
shareholder@munichre.com
Munich, 31 May 2001
The Board of Management
For the AGM on 18 July 2001
Report of the Board of Management on the exclusions of
subscription rights as proposed under items 5 and 6 of the agenda
(Article 186 para. 4 sentence 2 in conjunction with Articles 71
para. 1 item 8 and 203 para. 1 of the German Stock Companies
Act)
1) Re item 5 on the agenda
The authorization is intended to make it possible to issue shares
at appropriate preferential conditions to employees of the Munich
Reinsurance Company and its affiliated companies. This is with a
view to enhancing staff's identification with, and aligning their
interests more closely to, the objectives of the company and its
shareholders. Under the German Stock Companies Act, the shares
required for this may be issued from capital authorized for capital
increases. The subscription rights of shareholders are excluded for
this purpose. The volume of up to 1,500,000 shares represents only
0.8% of the current share capital and has been calculated on the
basis of the five-year term of the authorization and the
subscription results to be expected.
2) Re item 6 on the agenda
The authorization proposed in agenda item 6 is intended to enable
the Board of Management, in the interests of the company and its
shareholders, to buy back shares up to a total amount of 10% of the
current share capital. The term of such an authorization is limited
by law to 18 months. It has therefore become customary to have the
authorization renewed annually. The proposed resolution is intended
to replace the current authorization granted by the AGM on 19 July
2000, which would expire on 19 January 2002. The new authorization
is the same in terms of content, scope and objective as the old
authorization to be replaced, adopted at last year's AGM. Shares
which the company buys back may be sold again via the stock
exchange or a public offer to all shareholders. Besides this, the
company may also limit the shareholders' pre-emptive rights and, in
application of Article 186 para. 3 sentence 4 of the Stock
Companies Act, may sell the company's own shares to institutional
investors, for example, or launch the shares on foreign stock
exchanges. This is in the interest of the company and puts it in a
position to react quickly and flexibly to favourable stock market
situations. The shares may only be sold at a price which does not
significantly undercut the current stock market price. The Board of
Management will endeavour – taking into
account current market circumstances – to
keep any discount on the stock market price as low as possible. The
discount may on no account exceed 5%. The Board of Management will
only avail itself of the authorization to exclude subscription
rights in the sale of own shares, based on Article 186 para. 3
sentence 4 of the Stock Companies Act, insofar as together with
existing authorizations to issue shares from capital approved for
this purpose or as a result of an issue of bonds with conversion
rights or warrants, the limit provided for under Article 186 para.
3 sentence 4 of the German Stock Companies Act
– namely 10% of the company's share capital
– is not exceeded.
The authorization also gives Munich Re the possibility of having
own shares available to offer as a consideration in connection with
mergers, acquisitions of companies or the purchase of
shareholdings. International competition and the globalization of
the economy increasingly require this type of acquisition
financing. The authorization proposed is intended to give the
company the necessary scope to take quick and flexible advantage of
opportunities that arise for acquiring companies or shareholdings.
This is reflected in the proposed exclusion of pre-emptive rights.
In determining the valuation ratios, the Board of Management will
ensure the interests of the shareholders are appropriately
considered. As a rule, when measuring the value of the shares
offered as a consideration, it will take as a basis the stock
market price of Munich Re shares. However, a systematic coupling of
the valuation to a stock market price is not provided for, in
particular to prevent fluctuations in the share price from
jeopardizing negotiation outcomes once they have been reached.
Munich Re currently also has Authorized Capital Increase III
available for the acquisition of companies or shareholdings. The
type of share procurement used to finance such transactions will be
decided on by the Board of Management, with the consent of the
Supervisory Board, the sole criteria being the interests of the
shareholders and the company.
There are no concrete plans at present that would necessitate
making use of the authorizations to sell own shares in accordance
with a), b) or c) of the aforementioned resolution, which exclude
shareholders' subscription rights.
Finally, the company will be authorized to retire shares without
requiring a new resolution of the AGM.
If the authorization is utilized, the Board of Management will
inform shareholders about the details at the next AGM following the
utilization.
Munich, 31 May 2001
The Board of Management
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