Agenda Annual General Meeting 2010

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Annual General Meeting 2010

Agenda Annual General Meeting 2010

01 a) Submission of the report of the Supervisory Board and the corporate governance report including the remuneration report for the financial year 2009

b) Submission of the adopted Company financial statements and management report for the financial year 2009, the approved consolidated financial statements and management report for the Group for the financial year 2009, and the explanatory report on the information in accordance with Sections 289 para. 4 and 315 para. 4 of the German Commercial Code

These documents are available on the internet at www.munichre.com/agm as contained in the annual report of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as “Munich Reinsurance Company” or “the Company”) and in the Munich Re Group Annual Report. The annual reports will be sent to shareholders on request. In addition, the documents will be available and explained at the Annual General Meeting. The Supervisory Board has already approved the Company financial statements and the Group financial statements. In accordance with statutory provisions, there will be no resolution in respect of this agenda item.

02 Resolution on the appropriation of the net retained profits from the financial year 2009 (updated)

As the number of Munich Re shares has changed since the invitation to the AGM was published and now stands at 10,929,717, the Supervisory Board and 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 for 2009 of €1,291,060,272.38 be utilised as follows:

Payment of a dividend of €5.75 on each share entitled to dividend €1,072,213,465.25
Allocation to the revenue reserves €156,000,934.38
Carried forward to new account €62,845,872.75
Net retained profits €1,291,060,272.38

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 2009 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 Supervisory Board in financial year 2009 be given for that period.

05 Resolution to approve the remuneration system for the Board of Management

The German Act on the Appropriateness of Management Board Remuneration that came into force on 5 August 2009 allows the Annual General Meeting to pass a resolution to approve the remuneration system for members of the Board of Management.

The resolution pertaining to this agenda item relates to the remuneration system for members of the Board of Management applicable at Munich Reinsurance Company since 1 January 2010. A detailed description of this system is provided in the Outlook section of the remuneration report, which is a fixed part of the annual reports referred to under agenda item 1. As already mentioned, the annual reports can be found on our website at www.munichre.com/agm. They will also be sent to shareholders on request. In addition, they will be available and explained at the Annual General Meeting.

The Supervisory Board and the Board of Management propose that the remuneration system for members of the Board of Management applicable since 1 January 2010 be approved.

06 Resolution to appoint a member of the Supervisory Board

On 12 February 2010, the Local Court Munich – Registration Court – appointed Dr. Benita Ferrero-Waldner to the Supervisory Board to replace the late Prof. Karel Van Miert. The appointment is limited until the end of this Annual General Meeting.

The Supervisory Board proposes that

Dr. Benita Ferrero-Waldner, Madrid, Spain,
Former Member of the European Commission,

be appointed to the Supervisory Board as a shareholder representative for the remainder of Prof. Van Miert’s original term of office, namely until the end of the Annual General Meeting 2014.

In accordance with Sections 96 para. 1 and 101 para. 1 of the German Stock Companies Act and Sections 5 item 1, 15 para.1, and 22 of the German Act on the Co-Determination of Employees in Cross-Border Mergers in conjunction with the agreement concerning the co-determination of employees of Munich Reinsurance Company concluded between the managements of the Company and Münchener Rück Italia S.p.A. and with the Special Negotiating Body dated 28 November/ 10 December/12 December 2008 as well as Article 10 of the Company’s Articles of Association, the Supervisory Board shall be composed of ten members elected by the shareholders at the Annual General Meeting and ten members elected by the employees. The Annual General Meeting is not obliged to follow election proposals.

07 Resolution to authorise the buy-back and utilisation of own shares as well as the option to exclude subscription and pre-emptive rights

Unless expressly permitted by law, Munich Reinsurance Company requires the authorisation of the Annual General Meeting to buy back shares. As the authorisation granted on 22 April 2009 expires in October 2010, it will be proposed to the Annual General Meeting that the Company be again authorised to buy back own shares. Since the German Act Implementing the Shareholders’ Rights Directive came into force on 1 September 2009, the authorisation may now be granted – as in the case with authorisations for capital increases – for a period of up to five years.

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

a) The Company shall be authorised to buy back shares up to a total amount of 10% of the share capital at the time the resolution is adopted. If at the time this authorisation is first exercised the existing share capital is lower, that amount shall be deemed material. 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 Section 71a ff. of the German Stock Companies Act may at no time amount to more than 10% of the share capital. The authorisation may not be used for trading in own shares.

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 sales 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 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 by more than 10% 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 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 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 by more than 10% or undercut by more than 20% the average closing price of Company shares in Xetra trading on the fifth, fourth and third trading day 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 amounts. In each of these procedures for the exchange of shares, the exchange price or the applicable upper and lower limits 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 by more than 10% or undercut by more than 20% the relevant value of Company shares.

The basis for calculating the relevant value of each Company share and of each exchange share shall be the respective arithmetic mean closing price in Xetra trading 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 71d 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 no-par-value shares. In this case, the Board of Management shall be authorised to adjust the number of no-parvalue 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 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, either at the time this authorisation enters into force or when the shares are issued or sold.

e) Should the Xetra trading system be replaced by a comparable successor system, the latter shall also take the place of the Xetra trading system for the purposes of this authorisation.

f) The authorisations in accordance with item c) 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.

g) 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.

h) The authorisation shall run until 27 April 2015. The authorisation to buy back shares granted by the Annual General Meeting on 22 April 2009 shall be cancelled as from the moment this new authorisation comes into effect.

08 Resolution to authorise the buy-back of own shares using derivatives as well as the option to exclude subscription and pre-emptive rights

In addition to the acquisition channels proposed in the authorisation under item 7 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 28 April 2010 under item 7 of the agenda, the Company may in accordance with the provisions of items b) to h) 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 ways outlined under aa), bb) or cc) or in a combination of these:

aa) Put or call options may be exercised via Eurex Deutschland or LI FFE (or a comparable successor system). In this case, the Company shall inform shareholders of any planned issue or purchase 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.

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 on the Frankfurt stock exchange.

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 53b 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 outlined under items aa) to cc) 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 by more than 10% or undercut by more than 20% the price determined for Company shares with the same securities number in the opening auction in Xetra trading 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 corresponds 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 by more than 10% 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 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 the options shall be a maximum of 18 months in each case and be so determined that exercising options to acquire shares will be completed by 27 April 2015 at the latest. The Company may use options to acquire own shares up to a maximum of 5% of the share capital at the time the resolution is adopted at the Annual General Meeting. If at the time this authorisation is first exercised the existing share capital is lower, that amount shall be deemed material.

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 shares to the Company only insofar as the Company is obligated to purchase shares from them pursuant to the option contracts.

g) Should the Xetra trading system be replaced by a comparable successor system, the latter shall also take the place of the Xetra trading system for the purposes of this authorisation.

h) In all other respects, the conditions and uses of the authorisation granted under item 7 of the agenda shall apply.

09 Resolution to authorise the issue of convertible bonds and/or bonds with warrants with the option of excluding subscription rights; to cancel Contingent Capital Increase 2005; to create a new contingent capital (Contingent Capital Increase 2010); and to make the relevant amendment to the Articles of Association

The authorisation granted by the Annual General Meeting on 28 April 2005 concerning the issue of convertible bonds and/or bonds with warrants was limited to a period of five years and expires on 27 April 2010. The authorisation is to be renewed so that this instrument is available to the Company in the coming years if needed. As no convertible bonds and/or bonds with warrants were issued under the authorisation granted in 2005, the existing contingent capital increase is no longer needed for safeguarding them and should be replaced by a new Contingent Capital Increase 2010.

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

a) Cancellation of Contingent Capital Increase 2005

The authorisation granted by the Annual General Meeting on 28 April 2005 regarding Contingent Capital Increase 2005 of €100m shall be cancelled.

b) Authorisation

aa) Period of authorisation, nominal amount, maturity period, number of shares

The Board of Management shall be authorised, with the consent of the Supervisory Board, to issue convertible bonds and/or bonds with warrants (referred to in the following as “bonds”) on one or more occasions up to 27 A pril 2015 for a maximum nominal amount of €3bn with or without a limited maturity period and to grant the creditors of such bonds conversion or exercise rights in respect of shares issued by the Company up to a maximum amount of €117m 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 OEC D 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 or enterprises in which the Company has a majority shareholding; 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 right, exclusion of subscription right

Shareholders shall generally be granted a 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) insofar as it is necessary in respect of fractional amounts resulting from the subscription ratio;

(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) insofar as 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 Section 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 Section 186 para. 3 sentence 4 of the German Stock Companies Act.

(4) insofar as bonds are to be issued against non-cash payment, and the exclusion of subscription rights, especially in the context of company mergers or in connection with the acquisition of companies or participations, is in the interests of the Company.

Together with shares issued against non-cash payment on the basis of Authorised Capital Increase 2009 by excluding subscription rights and pursuant to Section 186 para. 3 sentence 4 of the German Stock Companies Act, the shares issued overall on the basis of this authorisation by excluding shareholder subscription rights may not exceed 20% of the existing share capital at the time this authorisation comes into force or – if this value is lower – when the authorisation is first exercised.

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 in the terms and conditions of the bonds 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 convertible bonds, but to be 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 shall 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 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 day the final decision is taken by the Board of Management to submit an offer to subscribe for bonds and/ or to declare acceptance on the part of the Company following a public invitation to tender such offers. In the case of subscription rights trading, the relevant days are those on which the subscription rights are traded on the Frankfurt stock exchange, with the exception of the last two days of subscription rights trading on the stock exchange. 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) Other possible structures

Subject to compliance with the above conditions, the Board of Management shall be authorised to determine all further details of the issue, terms and conditions of the bonds or to establish these in agreement with the executive bodies of the Group companies issuing the bonds, particularly the interest rate, issue price, 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, the amount of the exercise or conversion price (e.g. also whether the price is to be fixed when the bonds are issued or whether it should be set within a given range to be established subject to future stock exchange prices), and the exercise or conversion period. The conditions may also stipulate whether the Company’s own shares, payment of the equivalent value in cash, or shares in other listed companies may be offered instead of fulfilment by way of the contingent capital increase and, in the case of mandatory convertible bonds, how details of the performance, terms and fixing of the exercise or conversion price are to be determined.

c) Contingent capital increase

There shall be a contingent increase in the share capital by up to €117m to be retired through the issue of new registered no-par-value shares entitled to dividend from the beginning of the financial year in which they are issued (Contingent Capital Increase 2010). 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 A pril 2015 under the aforementioned authorisation of 28 April 2010, 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 obligations from such bonds are satisfied. The Board of Management shall be authorised to decide on the further details of the contingent capital increase.

d) Amendment to the Articles of Association

Article 4 para. 3 of the Articles of Association shall be reworded as follows: “(3) A contingent increase in the share capital by a further amount of up to 117 million euros, consisting of new registered no-par-value shares entitled to dividend from the beginning of the financial 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 2015 under the authorisation of the General Meeting of 28 April 2010, 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 2010).”

10 Resolution to amend Articles 6 (registration for the Annual General Meeting) and 7 (exercise of voting rights by proxies) of the Articles of Association

The German Act Implementing the Shareholders’ Rights Directive entered into force on 1 September 2009. This new law has occasioned amendments to the German Stock Companies Act, including the regime of time limits prior to the Annual General Meeting and regulations governing the exercise of voting rights by proxies. The Articles of Association are to be amended to conform to the new regulations.

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

a) Article 6 para. 2 of the Articles of Association shall be reworded as follows and para. 4 deleted:

“(2) In order to participate in the General Meeting and exercise their voting rights, shareholders shall register in good time for the General Meeting and have their shares entered in the register of shareholders by the stipulated deadline. Applications shall be submitted to the Company at the address given in the invitation, at the latest on the last day of the statutory deadline for registration. In the invitation to the General Meeting, the Board of Management may stipulate a shorter deadline for registration, measured in days.”

b) Article 7 para. 3 of the Articles of Association shall be reworded as follows:

“(3) Voting rights may be exercised by proxy. Granting of proxies, their revocation and proof of authorisation vis-à-vis the Company shall be submitted in writing. The Board of Management shall announce details of the procedure in the invitation to the General Meeting, and in doing so determine a relaxation of some of the formal requirements.”

11 Resolution to amend Article 6 of the Articles of Association (information for shareholders)

The German Act Implementing the Shareholders’ Rights Directives has also modernised the rules governing how shareholders are invited to the Annual General Meeting. It allows restricting the transmission of notifications to shareholders to purely electronic means in accordance with Sections 125 and 128 para. 1 of the German Stock Companies Act, which is considerably cheaper, more efficient and environmentally friendly than the time-consuming and laborious mailing of material on paper. Use is to be made of this option, at least for some of the communications. Instead of the detailed long version of the agenda, the motions for resolution, requests for supplementary motions and information in accordance with Section 125 para. 1 sentence 5 of the German Stock Companies Act, we wish in future to mail our shareholders a simplified short version of the items on the agenda and proposed motions together with the invitation letter and the registration form for the Annual General Meeting. The long version of these documents will be posted on the internet and in future would be transmitted only in electronic form unless shareholders specifically request to have this information in paper form. In that case, shareholders would be sent the full long version as in the past.

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

In Article 6 of the Articles of Association, the following para. 4 shall be added:

“(4) The transmission of notifications in accordance with Section 125 para. 2 and Section 128 para. 1 sentence 1 of the German Stock Companies Act in respect of the agenda, requests for supplementary motions and information in accordance with Section 125 para. 1 sentence 5 of the German Stock Companies Act shall be restricted to electronic means. The same shall apply to motions for resolution. The Company shall comply with requests from shareholders to have these documents sent on paper.”


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