Agenda Annual General Meeting 2005

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Annual General Meeting 2005

Agenda Annual General Meeting 2005

01 Submission of the adopted Company financial statements and management report for the business year 2004, the approved consolidated financial statements and management report for the Group for the business year 2004, and the report of the Supervisory Board

These documents can be inspected as components of the annual reports of Munich Reinsurance Company and the Munich Re Group at the Company's head office at Königinstrasse 107, 80802 München, and on the internet at www.munichre.com/agm. They will be sent to shareholders on request.

02 Resolution on the appropriation of the balance sheet profit from the business year 2004

The Supervisory Board and the Board of Management propose that the balance sheet profit of €459,160,466 be utilised as follows:

Payment of a dividend of €2.00
on each share entitled to dividend
€457,038,814
Carried forward to new account €2,121,652
Net retained profits €459,160,466

The proposal for the appropriation of the profit takes into account own shares held directly or indirectly by the Company, which as per Section 71b of the German Stock Companies Act are not entitled to dividend. Up to the Annual General Meeting, the number of shares entitled to dividend may decrease or increase through the further acquisition or sale of own shares. In this case, a suitably modified proposal for the appropriation of the profit, with an unchanged dividend of €2.00 per share entitled to dividend, will be made to the Annual General Meeting.

03 Resolution to approve the actions of the members of the Board of Management in respect of the business year 2004

The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Board of Management be given.

04 Resolution to approve the actions of the members of the Supervisory Board in respect of the business year 2004

The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Supervisory Board be given.

05 Authorisation to buy back and use own shares

The authorisation granted to the Board of Management by the AGM on 26 May 2004 to buy back shares in accordance with Section 71 para. 1 item 8 of the German Stock Companies Act expires on 25 November 2005 and therefore needs to be renewed.

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

a) The Company shall be authorised to buy back its own shares up to a total amount of 10% of the current share capital. The authorisation may be exercised as a whole or in part amounts, on one or more occasions and for one or more purposes by the Company, but also by dependent Group companies or enterprises in which the Company has a majority shareholding, or by third parties for its or their account. The shares acquired plus other own shares in the possession of the Company or attributable to the Company in accordance with Sections 71a ff. of the German Stock Companies Act shall at no time amount to more than 10% of the share capital. The authorisation may not be used for trading in own shares.

It shall run until 27 October 2006. The authorisation to buy back shares granted by the AGM on 26 May 2004 shall be cancelled as from the moment this new authorisation comes into effect.

b) In accordance with the requirement of equal treatment (Section 53a of the German Stock Companies Act), the shares will be acquired by the Board of Management aa) via the stock exchange or bb) via a public purchase offer to all shareholders, or cc) via a public offer to all shareholders to exchange Munich Re shares for shares in another listed company as defined in Section 3 para. 2 of the German Stock Companies Act. In the event of bb) and cc), the provisions of the German Securities Acquisition and Takeover Act shall be observed where applicable. The acquisition may dd) also be made using put and call options on the Company's shares if the shares to be delivered to the Company on exercise of the put or call options have previously been acquired, in keeping with the legal requirement of equal treatment, via the stock exchange at the current share price in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange.

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 price determined for Company shares with the same securities reference number in the opening auction in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange.

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 or undercut by more than 20% the arithmetic mean of the closing price for Company shares with the same securities reference number in the closing auction in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange on the fifth, fourth and third trading day 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 the adjustment will be the arithmetic mean closing price in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange on the fifth, fourth and third trading day before the public announcement of the adjustment. The volume may be restricted. If the offer is oversubscribed, acceptance shall be based on quotas. For this, 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) In the case of a public offer to exchange Munich Re shares for shares in another listed company ("exchange shares") as defined in Section 3 para. 2 of the German Stock Companies Act, 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 shares. In each of these procedures for the exchange of shares, the exchange price or the applicable top and bottom end 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 or undercut by more than 20% the relevant value of Munich Re shares.

The basis for calculating the relevant value of each Munich Re share and of each exchange share shall be the respective arithmetic mean closing price in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange on the fifth, fourth and third trading day 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 will 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 will be the arithmetic mean closing price on the fifth, fourth and third trading day before the date of the public announcement of the adjustment. The volume may be restricted. If the exchange offer is oversubscribed, acceptance shall be based on quotas. For this, 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.

dd) If the shares are bought back using put or call options, the exercise price per share may not exceed by more than 10% or undercut by more than 20% the price determined for Company shares with the same securities reference number in the opening auction in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange on the day the option contract is concluded. If shares are bought back using put or call options, the acquisition price payable by the Company for the shares corresponds to the exercise price agreed on in the financial instrument. The acquisition price paid by the Company for options may not lie above, nor the sale price collected by the Company for options below, the theoretical market value of the respective options determined according to recognised principles of financial mathematics, the calculation of such market value considering among other things the agreed exercise price. If options are used to buy back shares, taking due account of the preceding sentences, shareholders shall not have a claim to conclude such option contracts with the Company; shareholders shall have a right to offer their Company shares only insofar as the Company is obligated to purchase shares from them.

c) The Board of Management shall be empowered to use shares acquired on the basis of the aforementioned authorisation 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 listed.

bb) They may be sold in return for non–cash payment, in particular as part of offers to third parties in connection with mergers, acquisitions of companies or parts of companies, shareholdings or assets connected with such investments. Selling in this connection 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 offered for subscription to the holders of conversion rights or warrants issued by the Company or one of its dependent Group companies.

ee) They may be offered as employee shares to staff of the Company or of enterprises affiliated with the Company within the meaning of Section 15 ff. of the German Stock Companies Act.

ff) They may be retired without a further resolution of the AGM being required. They may 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. Any retirement may be limited to a portion of the bought–back shares. If the shares are retired in a simplified process, 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 item c) aa) or sold in accordance with item c) cc) may not significantly undercut the stock price determined for Company shares with the same securities number in the opening auction in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange (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 be issued or sold during the term of this authorisation by excluding the shareholders' subscription rights, directly or indirectly pursuant to Section 186 para. 3 sentence 4 of the German Stock Companies Act, may not exceed a total of 10% of the share capital at the time the shares are issued or sold or are to be issued.

e) The authorisations in accordance with item c) above may be utilised one or more times, partially or wholly, individually or jointly; the authorisations in accordance with item c) bb), cc), dd) or ee) may also be utilised by dependent Group companies or enterprises in which the Company has a majority shareholding, or utilised for its or their account by third parties. The authorisations shall also include the use of shares of the Company acquired on the basis of earlier authorisations in accordance with Section 71 para. 1 item 8 of the German Stock Companies Act and – with the exception of item c) ff) above – the use of shares acquired in accordance with Section 71d sentence 5 of the German Stock Companies Act.

f) Shareholders' subscription rights in respect of these bought–back shares shall be excluded insofar as the shares are used in accordance with the authorisations in items c) aa), bb), cc), dd) or ee). Beyond this, if bought–back shares are sold via an offer to the shareholders, the Board of Management shall be entitled to exclude shareholders' subscription rights insofar as this is necessary to grant subscription rights to the bearers of Company or Group–company convertible bonds or bonds with warrants to the extent to which such bearers would be entitled as shareholders after exercising their warrants or after the conversion requirements from such bonds have been satisfied.

06 Resolution to cancel the existing authorisation to issue convertible bonds and/or bonds with warrants and Contingent Capital Increase 2003 II; to grant a new authorisation to issue convertible bonds and/or bonds with warrants; to create a new contingent capital (Contingent Capital Increase 2005); and to make the relevant amendment to the Articles of Association.

By resolution of the AGM of 11 June 2003, under agenda item 8, the Board of Management was authorised to issue convertible bonds and/or bonds with warrants with a term of up to 20 years, subject to the consent of the Supervisory Board. Convertible bonds and bonds with warrants of unlimited duration (perpetual bonds) have meanwhile established themselves on the capital markets. The removal of the maturity limit will enable the Company to make use of such financial instruments. Therefore a new authorisation is proposed by means of which perpetual convertible bonds and/or bonds with warrants may be issued, and also a new contingent capital be created (Contingent Capital Increase 2005). The authorisation scope of €3bn and the contingent capital of €100m envisaged for this are not to be increased. As soon as this resolution becomes effective, the previous authorisation and Contingent Capital Increase 2003 II related thereto will be cancelled.

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

a) Cancellation of the authorisation of 11 June 2003

The authorisation granted by the AGM on 11 June 2003 concerning the issue of convertible bonds and/or bonds with warrants, and the Contingent Capital Increase 2003 II amounting to €100m, shall be cancelled. The cancellation of the authorisation and the contingent capital shall not become effective until the authorisation proposed under the resolution on b) and the new contingent capital proposed under the resolution on c) have been adopted.

b) Authorisation

aa) Nominal amount, period of authorisation, number of shares, maturity period

The Board of Management shall be authorised, with the consent of the Supervisory Board, to issue convertible bonds or bonds with warrants (referred to in the following as "bonds") on one or more occasions up to 27 April 2010 for a maximum nominal amount of €3bn with a limited or unlimited maturity period and to grant the creditors of such bonds conversion or exercise rights in respect of new shares issued by the Company up to a maximum amount of €100m of the share capital, in accordance with the respective bond or warrant conditions. Bonds may also be issued against non–cash payment insofar as the value of the non–cash payment accords with the issue price and the latter does not significantly undercut the bonds' market value determined in accordance with item bb) (3) of this resolution. The bonds may be denominated in the legal currency of another OECD country as well as in euros, provided the equivalent amounts to those stated above in euros are not exceeded. They may also be issued by dependent Group companies; in this case, the Board of Management shall be authorised to guarantee the bonds on behalf of the Company and to grant the creditors of such bonds conversion or exercise rights on the Company's shares.

bb) Subscription rights, exclusion of subscription rights

Shareholders shall generally be granted a subscription right to subscribe for the bonds. The bonds may also be underwritten by one or more banks subject to the obligation that they offer these to the shareholders for subscription. However, the Board of Management shall be authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription rights in the following cases:

(1) for fractional amounts;

(2) insofar as it is necessary to grant the bearers of warrants or conversion rights in respect of shares of the Company, or creditors of convertible bonds with conversion requirements, pre–emptive rights to subscribe for new shares to the extent to which they would be entitled as shareholders after exercising these rights or after the conversion requirements of such bonds have been satisfied;

(3) if the bonds are issued against cash and the issue price is not significantly below the bonds' theoretical market value determined according to recognised principles of financial mathematics. However, this authorisation to exclude subscription rights shall apply only to the extent that the shares issued to cover the related conversion rights and/or warrants do not represent more than 10% of the share capital, either with respect to the date on which the authorisation becomes effective or the date on which such authorisation is exercised. This restriction shall also include own shares insofar as they are sold within the term of this authorisation by excluding subscription rights pursuant to Article 186 para. 3 sentence 4 of the German Stock Companies Act. Furthermore, this restriction shall also include shares that are issued within the term of this authorisation from capital authorised for the purpose by excluding subscription rights pursuant to Article 186 para. 3 sentence 4 of the German Stock Companies Act;

(4) insofar they are issued against non–cash payment and the exclusion of subscription rights is in the interests of the Company.

cc) Conversion right, conversion requirement

In the event of the issue of bonds with conversion rights, the creditors may exchange 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 convertible bond. The exchange ratio is determined by dividing the nominal amount of one convertible bond by the conversion price fixed for obtaining one Company share. The exchange ratio may also be determined by dividing a convertible bond issue price that lies below the nominal amount by the fixed conversion price for obtaining one Company share. The exchange ratio may be rounded up or down to a whole figure; in addition, a supplementary cash payment may be specified. Furthermore, the conditions may provide for fractional amounts to be combined and/or compensated for in cash. The bond conditions may also provide for a variable exchange ratio; they may additionally provide for a conversion requirement. In this case, the Company shall be entitled to compensate fully or partially in cash any difference between the nominal amount of the convertible bonds and the result obtained from multiplying a market price for the shares at the time of the mandatory exchange (such price to be more closely defined in the terms and conditions of the bonds, but to amount to at least 80% of the share price relevant for the lower conversion price limit pursuant to ee) below) and the exchange ratio.

dd) Warrants

In the event of a warrants issue, one or more warrants will be attached to each bond which entitle the bearer to subscribe for Company shares 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.

ee) Exercise or conversion price, protection against dilution

The exercise or conversion price fixed in each case for one share must be either at least 80% of the mean closing price of Company shares in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange on the ten trading days prior to the decision of the Board of Management to issue the convertible bonds or bonds with warrants, or at least 80% of the mean closing price of Company shares in Xetra trading (or a comparable successor system) during the days on which the subscription rights are traded on the Frankfurt stock exchange, with the exception of the last two trading days for the subscription rights.

Notwithstanding Section 9 para. 1 of the German Stock Companies Act, the conditions of the convertible bonds or bonds with warrants may contain a clause safeguarding against the dilution of stock for the event that during the conversion or exercise period the Company, whilst granting its shareholders pre–emptive rights, either increases its capital or issues further convertible bonds or bonds with warrants, or issues other warrants, and does not grant the holders of conversion rights and/or warrants subscription rights to the extent to which they would have been entitled after exercising the conversion or exercise rights or after the conversion requirements from such bonds have been satisfied. The terms and conditions may also provide for the conversion rights and/or warrants to be adjusted in the case of other measures of the Company that might lead to a dilution in the value of the conversion rights and/or warrants. 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) Further scope for action

Subject to compliance with the above conditions, the Board of Management shall be authorised to determine all further details of the issue and terms of the bonds or to establish these in agreement with the executive bodies of the Group companies issuing the bonds, particularly the interest rate, the issue price, the maturity period and denomination, agreement of subordination compared with other liabilities, subscription or conversion ratio (e.g. 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, cash payment instead of delivery in shares, the amount of the exercise or conversion price, and the exercise or conversion period.

c) Contingent capital increase

The share capital shall be conditionally increased by up to €100m through the issue of registered nopar–value shares entitled to dividend from the beginning of the business year in which they are issued. This contingent capital increase is for granting shares to the holders or creditors of convertible bonds or bonds with warrants issued by the Company or by a dependent Group company up to 27 April 2010 under the aforementioned authorisation, insofar as the issue is against cash payment. The new shares shall be issued at the exercise and conversion price fixed in accordance with the criteria of the aforementioned authorisation. The increase in the share capital shall be carried out only to the extent that warrants or conversion rights from the bonds are exercised or conversion requirements from such bonds are satisfied. The Board of Management shall be authorised to decide on the further details of the contingent capital increase (Contingent Capital Increase 2005).

d) Amendment to the Articles of Association

Article 4 paragraph 4 of the current Articles of Association (Contingent Capital Increase 2003 II) shall be replaced by the following new paragraph 4:

"(4) A contingent increase in the share capital by a further amount of up to 100 million euros, consisting of registered no–par–value shares entitled to dividend from the beginning of the business year in which they are issued, has been authorised. This contingent capital increase is for granting shares to the holders or creditors of convertible bonds or bonds with warrants issued by the Company or by a dependent Group company up to 27 April 2010 under the authorisation of the Annual General Meeting of 28 April 2005, insofar as the issue is against cash payment. The increase in the share capital shall be carried out only to the extent that warrants or conversion rights from the bonds are exercised or conversion requirements from such bonds are satisfied. The Board of Management shall be authorised to decide on the further details of the contingent capital increase (Contingent Capital Increase 2005)."

07 Restructuring of Supervisory Board remuneration and amendment to the Articles of Association

The remuneration to be paid as from the business year 2005 is to be restructured to take account of the increased demands placed on the activities of Supervisory Board members in connection with the corporate governance discussion concerning transparent company management and the reservations about the linking of performance–related remuneration components to the dividend. The fixed remuneration component for Supervisory Board members is to be raised from €25,000 to €45,000, and the dividend–related component replaced by a result–related component. This means that each Supervisory Board member will receive €4,500 for each full euro by which earnings per share exceed €4, but a maximum of €36,000. The multipliers for calculating the fixed and variable remuneration of the Chairman of the Supervisory Board and Deputy Chairmen shall remain unchanged. Besides this, the additional remuneration for work on committees is to be based only on the fixed remuneration. The overall remuneration for each Supervisory Board member is to be limited to two–and–a–half times the fixed remuneration.

The Board of Management and the Supervisory Board propose that the Article 15 of the Articles of Association be reworded as follows:

"(1) Each member of the Supervisory Board shall receive an annual remuneration of 45,000 euros. The Chairman of the Supervisory Board shall be entitled to twice, and each of the Deputy Chairmen to one–and–a–half times, this remuneration.

(2) In addition, each member of the Supervisory Board shall receive result–related annual remuneration. This shall amount to 4,500 euros for each full euro by which earnings per share exceed 4 euros, but to a maximum of 36,000 euros. The Chairman of the Supervisory Board shall be entitled to twice, and the Deputy Chairman to one–and–a–half times, this remuneration. The basis for calculating the result–related remuneration shall be the undiluted earnings per share from continuing operations, as shown in the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), with the proviso that ordinary shares bought back by the Company be taken into account in the same way as the ordinary shares in circulation.

(3) Each member of a committee shall receive an additional amount equivalent to 25%, and the chairman of a committee an additional amount equivalent to 50%, of the remuneration provided for under paragraph 1 sentence 1. This shall not apply to the chairman and members of the Conference Committee set up in accordance with Section 27 para. 3 of the German Co–Determination Act.

(4) The members of the Audit Committee shall receive an attendance fee of 2,000 euros for each meeting of the Committee they attend which does not take place on the same day as a Supervisory Board meeting.

(5) The total annual remuneration of members of the Supervisory Board in accordance with paragraphs 1 to 4 shall be limited to two–and–a–half times the amount payable under paragraph 1.

(6) The Company shall reimburse the members of the Supervisory Board for their expenses and for turnover taxes.

(7) Supervisory Board members who have only served on the Supervisory Board or one of its committees for part of the business year shall be remunerated on a pro rata basis.

(8) This provision shall apply for the first time to the remuneration payable for the business year 2005."


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