Agenda Annual General Meeting 2006

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Annual General Meeting 2006

Agenda Annual General Meeting 2006

01 Submission of the adopted Company financial statements and management report for the business year 2005, the approved consolidated financial statements and management report for the Group for the business year 2005, 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 net retained profits from the business year 2005

The Supervisory Board and the Board of Management propose that the net retained profits of €711,698,722.30 be utilised as follows:

Payment of a dividend of €3.10
on each share entitled to dividend
706,823,755.30
Carried forward to new account 4,874,967.00 €
Net retained profits 711,698,722.30 €

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 €3.10 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 2005

The Supervisory Board and the Board of Management propose that approval be given for the actions of the members of the Board of Management in office during the business year 2005.

04 Resolution to approve the actions of the members of the Supervisory Board in respect of the business year 2005

The Supervisory Board and the Board of Management propose that approval be given for the actions of the members of the Supervisory Board in office during the business year 2005.

05 Authorisation to buy back and use own shares

Unless expressly permitted by law, the Company requires the authorisation of the Annual General Meeting to buy back shares. As the authorisation granted by the Annual General Meeting on 28 April 2005 expires in October 2006, it will be proposed to the Annual General Meeting that the Company be again authorised to buy back shares. The new authorisation corresponds to the authorisation granted by the Annual General Meeting in the previous year.

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 18 October 2007. The authorisation to buy back shares granted by the AGM on 28 April 2005 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 arithmetic mean of the closing price in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange determined for Company shares with the same securities reference 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 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 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 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 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 for increasing the share capital under "Authorised Capital Increase 2001", to replace this with a new authorisation "Authorised Capital Increase 2006" for the issue of employee shares, and to make the relevant amendments to the Articles of Association

The Authorised Capital Increase 2001 to issue employee shares expires on 18 July 2006. In order to allow the Company to offer its staff and affiliated companies employee shares from capital authorised for this purpose, a new Authorised Capital Increase 2006 amounting to €5m is to be created for the purpose of issuing employee shares. The Supervisory Board and the Board of Management therefore propose that the following resolutions be adopted:

a) Authorisation

The Board of Management shall be authorised, with the consent of the Supervisory Board, to increase the Company’s share capital at any time up to 18 April 2011 by an amount of up to €5m by issuing new registered no-par-value shares against cash contribution (Authorised Capital Increase 2006). The authorisation may be exercised in part amounts. The subscription right of shareholders shall be excluded to allow the shares to be issued to employees of the Company and its affiliated companies.

The Board of Management shall also be authorised, with the consent of the Supervisory Board, to determine all other rights of the shares and the terms of issue.

b) Amendment to the Articles of Association

Article 4 paragraph 2 of the Articles of Association shall be reworded as follows:

"(2) The Board of Management shall be authorised, with the consent of the Supervisory Board, to increase the Company’s share capital at any time up to 18 April 2011 by an amount of up to 5 million euros by issuing new registered no-par-value shares against cash contribution (Authorised Capital Increase 2006). The authorisation may be exercised in part amounts. The subscription right of shareholders shall be excluded to allow the shares to be issued to employees of the Company and its affiliated companies.

The Board of Management shall also be authorised, with the consent of the Supervisory Board, to determine all other rights of the shares and the terms of issue."

c) Cancellation of the authorisation of 18 July 2001

The authorisation granted by the Annual General Meeting on 18 July 2001 regarding Authorised Capital Increase 2001, as laid down in Article 4 para. 2 of the Articles of Association, shall be cancelled as soon as this resolution becomes effective through entry in the Commercial Register.

07 Further amendments to the Articles of Association

The proposed new regulations are designed on the one hand to give the Company greater flexibility in selecting a venue for the AGM. On the other hand, the law to strengthen corporate integrity and modernise the right to challenge (UMAG) that came into force on 1 November 2005 opens up opportunities for new arrangements in the Articles of Association with regard to how the AGM is conducted. The proposal is to avail ourselves of these opportunities to ensure the reasonable conduct of the Annual General Meeting as regards time and content; at the same time, the powers of direction of the Chairman of the Meeting are to be reworded in the Articles of Association.

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

a) The following paragraph 1 shall be newly entered in Article 6 of the Articles of Association.

"(1) The Annual General Meeting shall be held, at the discretion of the Board of Management at the registered seat of the Company, at a venue within a radius of 50 km of said seat or in another German city with a population of more than 100,000 inhabitants."

b) The previous paragraphs 1 and 2 in Article 6 of the Articles of Association shall become paragraphs 2 and 3.

c) Article 8 paragraph 2 of the Articles of Association shall be reworded as follows:

"The Chairman of the Meeting shall be responsible for conducting proceedings. He shall determine the order of speakers. As regards the right of shareholders to speak and submit questions, he may also reasonably limit the time shareholders have to do so; he may in particular at the start or in the course of the AGM reasonably set time limits on the AGM proceedings, on the discussion of items on the agenda as well as on individual contributions (questions or comments). When determining the time to be allocated to individual contributions (questions or comments), the Chairman of the Meeting may distinguish between first and repeated requests to address the meeting and also according to other material criteria.

The Chairman of the Meeting shall determine voting procedure. He may determine whether the AGM departs from the order of business as outlined in the invitation."


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