Note
This publication is available exclusively to Munich Re clients. Please contact your Client Manager.
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.
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.
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 |
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.
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.
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.
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.
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).”
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.”
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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