Agenda Annual General Meeting 2007

Normal view (turn off text only mode)
You are here:

Shareholders & Service

Annual General Meeting 2007

Agenda Annual General Meeting 2007

01 a) Submission of the report of the Supervisory Board and the corporate governance report including the remuneration report for the financial year 2006
b) Submission of the adopted Company financial statements and management report for the financial year 2006, the approved consolidated financial statements and management report for the Group for the financial year 2006

These documents are available on the internet at www.munichre.com/agm as components of the annual reports of Munich Reinsurance Company and the Munich Re Group. They will be sent to shareholders on request.

02 Resolution on the appropriation of the net retained profits from the financial year 2006

The Supervisory Board and the Board of Management propose that the net retained profits of €1,033,111,048.50 be utilised as follows:

Payment of a dividend of €4.50
on each share entitled to dividend
€988,404,498.00
Carried forward to new account €44,706,550.50
Net retained profits €1,033,111,048.50

The proposal for the appropriation of the profit takes into account own shares held directly or indirectly by the Company as well as own shares acquired by the Company and earmarked for retirement, which as per Section 71 b 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, an appropriately modified proposal for the appropriation of the profit, with an unchanged dividend of €4.50 per share entitled to dividend, will be made to the Annual General Meeting.

03 Resolution to approve the actions of the Board of Management

The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Board of Management in financial year 2006 be given for that period.

04 Resolution to approve the actions of the Supervisory Board

The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Board of Management in financial year 2006 be given for that period.

05 Authorisation to buy back and use own shares

Unless expressly permitted by law, Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as Munich Reinsurance Company or the Company) requires the authorisation of the Annual General Meeting to buy back own shares. As the authorisation granted on 19 April 2006 expires in October 2007, it will be proposed to the Annual General Meeting that the Company be again authorised to buy back own shares.

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 share capital at the time the resolution is adopted. 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 71 a 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 25 October 2008. The authorisation to buy back shares granted by the Annual General Meeting on 19 April 2006 shall be cancelled as from the moment this new authorisation comes into effect.

b) The shares shall be acquired at the discretion of the Board of Management aa) via the stock exchange or bb) via a public purchase offer to all shareholders or cc) via a solicitation to all shareholders to submit offers (request to sell) or dd) 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 cases bb), cc), and dd), the provisions of the German Securities Acquisition and Takeover Act shall be observed where applicable.

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 determining the purchase price or the purchase price range will be the arithmetic mean of the closing price for Company shares with the same securities reference number 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) If the Company publicly solicits submission of offers to sell Munich Reinsurance Company shares, the Company may in its solicitation state a purchase price range within which offers may be submitted. The solicitation may provide for a submission period, terms and conditions, and the possibility of adjusting the purchase price range during the submission period if after publication of the solicitation significant share price fluctuations occur during the submission period. Upon acceptance, the final purchase price shall be determined from all the submitted sales offers. The purchase price (excluding incidental expenses) for each Company share may not exceed or undercut by more than 20% the average closing price of Company shares in Xetra trading (or a comparable successor system) during the last five trading days prior to the relevant date. The relevant date shall be the date on which the offers are accepted by the Company. If the number of Company shares offered for sale exceeds the total volume of shares the Company intended to acquire, acceptance shall be based on quotas. Furthermore, the Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder).

dd) 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.

c) The Board of Management shall be empowered to use shares acquired on the basis of the aforementioned or previously granted authorisations or in accordance with Section 71 d sentence 5 of the German Stock Companies Act 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 directly or indirectly in return for non-cash payment, in particular as part of offers to third parties in connection with mergers or 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 Annual General Meeting being required. Any retirement may be limited to a portion of the bought-back shares. The Board of Management may determine that the shares can 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 nopar- value shares. In this case, 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.

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 Authorisation to buy back own shares using derivatives

In addition to the acquisition channels proposed in the authorisation under item 5 of the agenda, the possibility to buy back own shares by using derivatives is also to be provided for.

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

a) By virtue of the authorisation granted at the Annual General Meeting on 26 April 2007 under item 5 of the agenda, the Company may in accordance with the provisions of items b) to f) buy back own shares also by using derivatives in the form of put options, call options or a combination of both (hereinafter referred to as "options").

b) Options may be used in one of the channels outlined under aa), bb) or cc) or in a combination of these:

aa) Put or call options may be exercised via Eurex Deutschland or LIFFE (or a comparable successor system). In this case, the Company shall inform shareholders of any planned exercise of put or call options by placing a public announcement in the newspapers. Different exercise prices (excluding incidental expenses) on different due dates may be selected for the options, even if the options are being issued or acquired at the same time. The Company may only buy back the options in order to retire them.

bb) The issue of put options, the purchase of call options, or a combination of both as well as their respective fulfilment may also be conducted outside the stock exchanges listed under aa) if the shares to be delivered to the Company on exercise of the options have previously been acquired via the stock exchange at the current share price in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange. The Company may only buy back the options in order to retire them.

cc) The conclusion of put or call option contracts may be publicly offered to all shareholders or option contracts may be concluded with a bank or a credit institution (hereinafter referred to as “issuing undertaking”) in accordance with Section 53 para. 1 sentence 1 or Section 53 b para. 1 sentence 1 or para. 7 of the German Banking Act subject to the obligation to offer these options to all shareholders for subscription. The Company may only buy back the options in order to retire them.

c) In the case of item b) aa and bb, the exercise price of the options (excluding incidental expenses) per share may not exceed or undercut by more than 20% the 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 on the day the option contract is concluded. If own shares are bought back using options, the acquisition price (excluding incidental expenses) payable by the Company for the shares shall correspond to the exercise price agreed on in the option. The acquisition price (excluding incidental expenses) paid by the Company for options may not lie above, nor the sale price (excluding incidental expenses) collected by the Company for options below, the theoretical market value of the respective option determined according to recognised principles of financial mathematics, the calculation of such market value considering among other things the agreed exercise price.

d) In the case of item b) cc, the exercise price of the options (excluding incidental expenses) per share may not exceed or undercut by more than 20% the arithmetic mean of the closing price determined for Company shares with the same securities number in Xetra trading (or a comparable successor system) on the Frankfurt stock exchange on the fifth, fourth and third trading day prior to publication of the offer. In the event that the offer to shareholders is oversubscribed, allocation shall be based on quotas. The Company may provide for a preferred offer for concluding option contracts or a preferred allocation of options for small lots of shares (options up to 100 shares per shareholder).

e) The term of options may not exceed a maximum of 18 months starting from the date this authorisation enters into effect and shall end at the latest on
25 October 2008. The Company may acquire own shares up to a maximum of 2% of the share capital using options.

f) If options are used to buy back own shares, taking due account of item b) aa or bb, shareholders shall not have a claim to conclude such option contracts with the Company, in line with the provisions of Section 186 para. 3 sentence 4 of the German Stock Companies Act. Shareholders shall also not have the right to conclude option contracts to the extent that, on conclusion of option contracts pursuant to item b) cc, the Company has provided for a preferred offer or preferred allocation for the conclusion of option contracts with regard to small lots of shares. Shareholders shall have a right to offer their Company shares only insofar as the Company is obligated to purchase shares from them pursuant to the option contracts.

g) In all other respects the requirements and uses of the authorisation granted under item 5 of the agenda shall apply.

07 Amendment to Article 2 of the Articles of Association (Pubic announcements and information)

The German Transparency Directive Implementation Act came into force on 20 January 2007, introducing numerous new regulations to the German Securities Trading Act.

The German Transparency Directive Implementation Act requires among other things that various (in some cases new) items of capital market information and corporate communications be published through media capable of distributing the information Europe-wide. For this case in particular, Article 2 of the Articles of the Association is to be amended to clarify that no additional voluntary publication is necessary in the electronic Bundesanzeiger (German Federal Gazette).

In addition, the Company has for several years been saving paper and adopting an environmentally-friendly position by sending shareholders materials for the Annual General Meeting electronically on request. As from 2008, Section 30 b of the German Securities Trading Act requires not only the approval of the respective shareholder regarding this kind of information transmission but also the approval of the Annual General Meeting. This approval allows the Company, subject to the provisions of Section 30 b para. 3 of the German Securities Trading Act, to continue sending shareholders information by e-mail provided they have expressly given their consent to the use of this transmission channel. The same applies to shareholders who fail to refuse their consent within a reasonable time and who do not revoke their thus deemed approval at a later juncture. The possibility of informing shareholders via remote data transmission, also per e-mail, also is to be incorporated in the Articles of Association.

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

a) If under legal requirements it is necessary for the Company to publish announcements in an information medium other than the electronic Bundesanzeiger (German Federal Gazette), the Company may publish the announcement exclusively in this information medium.

b) The Annual General Meeting agrees that the Company may send, by way of remote data transfer, information to registered shareholders to the extent permitted by law.

c) Article 2 of the Articles of Association shall be amended as follows:

"(1) Announcements by the Company shall be published in the electronic Bundesanzeiger (Federal Gazette). If under legal requirements it is necessary for the Company to publish announcements in an information medium other than the electronic Bundesanzeiger (German Federal Gazette), this information medium shall be used instead of the electronic Bundesanzeiger (German Federal Gazette).

(2) The Company shall be entitled to submit to registered shareholders, subject to their approval, information by way of remote data transmission."

08 Amendment to Article 8 para. 1 of the Articles of Association (Chair of the Annual General Meeting)

Article 8 para. 1 of the Articles of Association stipulates that the Chairman of the Supervisory Board shall chair the Annual General Meeting. If he is unable to attend, his place will be taken by another member of the Supervisory Board to be determined by the Supervisory Board. This regulation has worked well so far. However, in future the Articles of Association are to provide for a more practicable regulation as regards who chairs the Annual General Meeting in the event that neither the Chairman of the Supervisory Board nor one of his potential deputies is available. Ultimately, it should be possible that also a person who is not a member of the Supervisory Board can be elected to chair the Annual General Meeting.

The Supervisory Board and the Board of Management therefore propose that Article 8 para. 1 of the Articles of Association be reworded as follows:

"(1) The Chair at the General Meeting shall be taken by the Chairman of the Supervisory Board. In the event that he is unable to attend or is unwilling to chair the Meeting, the Chair shall be taken by another member of the Supervisory Board duly determined by the Chairman of the Supervisory Board, or – in the absence of such an appointment – by the member elected by the members of the Supervisory Board of shareholders in accordance with Section 27 para. 3 of the German Co-Determination Act. If none of these persons are able to attend or are willing to chair the Meeting, the Chair shall be elected by those members of the Supervisory Board of shareholders present."

09 Approval of domination and profit-transfer agreement

On 6/13 March 2007 a domination and profit-transfer agreement was concluded between Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as Munich Reinsurance Company) and DKV International Health Holding AG. Munich Reinsurance Company has a 100% stake in DKV International Health Holding AG. The object of DKV International Health Holding AG is to acquire and administer assets – in particular, shares in corporations and partnerships, real estate, fixed-interest securities and borrower's note loans – for the purpose of asset investment. Business requiring official approval by the state within the meaning of Section 37 para. 4 item 5 of the German Stock Companies Act is not the object of DKV International Health Holding AG.

The Supervisory Board and the Board of Management propose that the domination and profit-transfer agreement of 6/13 March 2007 between Munich Reinsurance Company and DKV International Health Holding AG be approved.

The main points of the domination and profit-transfer agreements are as follows:

  • DKV International Health Holding AG places the management of its company in the hands of Munich Reinsurance Company, which is authorised to issue instructions.
     
  • DKV International Health Holding AG is obliged to transfer its total profit for the year to Munich Reinsurance Company.
     
  • DKV International Health Holding AG may establish other revenue reserves from its net income to the extent that this is economically justified, based on reasonable and prudent business judgement.
     
  • Munich Reinsurance Company is obliged to compensate DKV International Health Holding AG for any annual net losses in accordance with Section 302 of the German Stock Companies Act.
     
  • The agreement is subject to the approval of the Annual General Meeting of DKV International Health Holding AG and that of Munich Reinsurance Company. The Annual General Meeting of DKV International Health Holding AG has already approved the conclusion of the domination and profit-transfer agreement.
     
  • The domination and profit-transfer agreement shall initially be valid for five years; profit transfer shall apply retroactively for the financial year in which the agreement is entered in the commercial register at the seat of DKV International Health Holding AG. The agreement shall be extended by a further year unless duly terminated by either party with a period of notice of six months to the end of the financial year.
     
  • Either party may cancel the agreement on important grounds. Munich Reinsurance Company in particular is entitled to cancel the agreement on important grounds if it no longer holds all the shares in DKV International Health Holding AG, or if it contributes its shares in DKV International Health Holding AG, or on the transformation, merger, split or liquidation of Munich Reinsurance Company or DKV International Health Holding AG.


As from publication of this invitation, the following documents are available for inspection by shareholders atthe head office of Munich Reinsurance Company at Königinstrasse 107, 80802 München, and at the business premises of DKV International Health Holding AG, Königinstrasse 107, 80802 München:

  • Domination and profit-transfer agreement of 6/13 March 2007 between Munich Reinsurance Company and DKV International Health Holding AG
  • Joint report of the Board of Management of Munich Reinsurance Company and the Board of Management of DKV International Health Holding AG
  • Annual financial statements and management reports of Munich Reinsurance Company for financial years 2004, 2005 and 2006
  • Annual financial statements of DKV International Health Holding AG for financial years 2004, 2005 and 2006


Shareholders will be sent a copy of the above documents free of charge on request. The documents will be open to inspection during Munich Reinsurance Company's Annual General Meeting as well and can also be viewed on the internet at www.munichre.com/agm.


Main Navigation
Service Men
Accessibility

Note


This publication is available exclusively to Munich Re clients. Please contact your Client Manager.