Agenda Annual General Meeting 2013

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Shareholders & Service

Agenda Annual General Meeting 2015

Appropriation of net retained profits

01
a) Submission of the report of the Supervisory Board, the corporate governance report and the remuneration report for the fi nancial year 2014

b) Submission of the adopted Company fi nancial statements and management report for the fi nancial year 2014, the approved consolidated fi nancial statements and management report for the Group for the fi nancial year 2014, and the explanatory report on the information pursuant to Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB)

These documents are available on the internet at www.munichre.com/agm (under “Documents”) as parts of the Annual Report 2014 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 2014. 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 fi nancial statements and the Group fi nancial statements. In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda item.

02
Resolution on the appropriation of the net retained profits from the financial year 2014 (updated)

As the number of Munich Re shares has changed since the invitation to the AGM was published and now stands at 6,099,887, 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 2014 of €1,340,305,289.50 be utilised as follows:

Appropriation of net retained profits

Payment of a dividend of €7.75 on each dividend-bearing share €1,293,031,165.25
Carried forward to new account €47,274,124.25
Net retained profits €1,340,305,289.50

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 the fi nancial year 2014 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 the fi nancial year 2014 be given for that period.

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

Pursuant to Section 120 (4) of the Stock Corporation Act, the Annual General Meeting can 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 2013. A description of this system is provided in the remuneration report, which forms part of the (Group) management report included in the annual reports referred to under agenda item 1. As already mentioned, the annual reports can be accessed on our website at www.munichre.com/agm (under “Documents”). 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 2013 be approved.

06
Resolution to authorise the buy-back and utilisation of own shares as well as the option to exclude subscription and tender rights

Unless expressly permitted by law, Munich Reinsurance Company requires the authorisation of the Annual General Meeting to buy back shares. The authorisation granted on 30 April 2014 has been exhausted to a significant extent by the share buy-back programme launched in May 2014. To again provide the Company with the full scope of active capital management afforded by such authorisation, it will be proposed to the Annual General Meeting that the Company be granted a further authorisation 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 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 to apply. The authorisation may be exercised as a whole or in partial amounts, on one or more occasions and for one or more purposes by the Company, but also by dependent companies or enterprises in which the Company has a majority shareholding (“Group companies”), 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 pursuant to Sections 71d and 71e of the Stock Corporation 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 (2) of the Stock Corporation Act.

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 determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities reference number 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 determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities reference number 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, the shareholders’ right to tender shares may be excluded insofar as acceptance is based on quotas. 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, the shareholders’ right to tender shares may be excluded insofar as acceptance is based on quotas. 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 (2) of the Stock Corporation 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 of the 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, the shareholders’ right to tender shares may be excluded insofar as acceptance is based on quotas. 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 pursuant to Section 71d sentence 5 of the Stock Corporation 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 admitted to trading.

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 other assets. 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 used for the hedging of or delivery under warrants or conversion rights or conversion obligations, in particular arising out of or in connection with convertible bonds or bonds with warrants issued by the Company or by one of its dependent Group companies. If own shares are offered to all shareholders, the number of shares to which holders of such warrants or conversion rights/obligations would be entitled as shareholders after exercising their conversion right or warrant or meeting their conversion obligation may also be offered to such holders of warrants or conversion rights/obligations.

ee) They may be directly or indirectly offered for purchase and transferred to current or former employees of the Company or its affiliated companies, or to Board members of its affiliated companies. The shares may also be transferred to a third party provided that it is ensured from a legal perspective that such third party will offer and transfer the shares to the persons mentioned above.

ff) They can be offered to all shareholders in order to enable them to subscribe for own shares against full or partial assignment of their right to payment of the dividend arising out of the resolution on the appropriation of profits at the Annual General Meeting (scrip dividend).

gg) 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-par-value shares in the Articles of Association.

d) The Supervisory Board shall be empowered to use Company shares acquired on the basis of the aforementioned or previously granted authorisations or pursuant to Section 71d sentence 5 of the Stock Corporation Act as follows:

They may be transferred to the members of the Company’s Board of Management as part of their remuneration. This particularly applies if the rules governing the remuneration of the members of the Board of Management require or will require the Board members to invest part of the variable remuneration assigned to them in Company shares that must be held for a specific period of time. If this requirement relates to a variable remuneration component assessed on a multi-year basis, a minimum holding period of around two years shall be stipulated. In all other cases, the minimum holding period shall be approximately four years.

To be eligible, an individual must be a member of the Board of Management either at the time of transfer of, or at the beginning of the assessment period for, the variable remuneration component concerned. The details of remuneration for members of the Board of Management are established by the Supervisory Board. These include rules on how to deal with holding periods in special cases such as retirement, disability or death.

e) The price at which the shares are launched on other stock exchanges in accordance with subitem c) aa or sold in accordance with subitem c) cc may not significantly undercut the opening stock price in Xetra trading on the Frankfurt Stock Exchange determined for Company shares with the same securities number (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 have been or will be issued or sold during the term of this authorisation by directly or indirectly excluding the shareholders’ subscription rights, pursuant to Section 186 (3) sentence 4 of the Stock Corporation 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.

f) 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.

g) The authorisations in accordance with subitems c) and d) may be utilised one or more times, partially or wholly, individually or jointly; the authorisations in accordance with subitem 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.

h) 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 subitems c) aa, bb, cc, dd, ee or d). If the own shares are used for the purpose mentioned in c) ff, the Board of Management shall be authorised to exclude the right of subscription.

i) The authorisation shall valid until 22 April 2020. The authorisation to buy back and use own shares granted by the Annual General Meeting on 30 April 2014 shall be cancelled as from the moment this new authorisation comes into effect.

07
Resolution to authorise the buy-back of own shares using derivatives, as well as the option to exclude subscription and tender rights

In addition to the acquisition channels proposed in the authorisation under item 6 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 23 April 2015 under item 6 of the agenda, the Company may in accordance with the provisions of subitems b) to h) below buy back own shares also by using derivatives in the form of put options, call options, forward purchase contracts (where shares are delivered more than two days after conclusion of the purchase contract), or a combination of such instruments (hereinafter all referred to as “derivatives”).

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

aa) Derivatives may be issued or acquired via Eurex Deutschland or LIFFE (or a comparable successor system). In this case, the Company shall inform shareholders of any planned issue or acquisition of derivatives by placing a public announcement in the newspapers. Different exercise prices (excluding incidental expenses) on different due dates may be selected for the derivatives, even if they are being issued or acquired at the same time.

bb) The issue of put options, the purchase of call options, the conclusion of forward purchase contracts or a combination of such derivatives and 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 derivatives 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 “underwriter”) pursuant to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act (KWG), subject to the obligation to offer these options to all shareholders for subscription.

The Company may only buy back the derivatives 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 or the acquisition price payable in settlement of a forward purchase contract (in each case excluding incidental expenses) per share may not exceed by more than 10% or undercut by more than 20% the opening price determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities number on the day the derivative 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 exceed, nor may the sale price (excluding incidental expenses) collected by the Company for options fall short of, 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. The forward price agreed on by the Company in forward purchase contracts may not be substantially higher than the theoretical forward price determined according to recognised principles of financial mathematics, the calculation of such forward price considering among other things the current stock market price and the term of the forward purchase contract.

d) In the case of subitem 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, the shareholders’ right to tender shares may be excluded insofar as acceptance is 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 derivatives shall be a maximum of 18 months in each case and be so determined that exercising derivatives to acquire shares will be completed by 22 April 2020 at the latest. The Company may use derivatives 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 derivatives are used to buy back own shares pursuant to subitem b) aa or bb, shareholders shall not have a claim to conclude such derivative contracts with the Company, in line with the provisions of Section 186 (3) sentence 4 of the Stock Corporation Act. Shareholders shall also not have the right to conclude derivative contracts to the extent that, on conclusion of derivative contracts pursuant to subitem b) cc, the Company has provided for a preferred offer or preferred allocation for the conclusion of derivative contracts with regard to small lots of shares. Shareholders shall have a right to tender their shares to the Company only insofar as the Company is obligated to purchase shares from them pursuant to the derivative contracts.

g) 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.

h) In all other respects, the conditions and uses of the authorisation granted under item 6 of the agenda shall apply.

08
Resolution to authorise the issue of convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with the option of excluding subscription rights; to cancel Contingent Capital Increase 2010; to create a new contingent capital increase (Contingent Capital Increase 2015); and to make the relevant amendment to the Articles of Association

The authorisation granted by the Annual General Meeting on 28 April 2010 concerning the issue of convertible bonds and/or bonds with warrants was limited to a period of five years and expires on 27 April 2015. The authorisation is to be extended to cover the ability to issue profit participation certificates or profit participation rights and renewed, so that those instruments will be available to the Company if required in the coming years. As no convertible bonds or bonds with warrants were issued under the authorisation granted in 2010, the existing Contingent Capital Increase 2010 for €117m is no longer needed to cover them and is to be replaced by a new Contingent Capital Increase 2015.

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

a) Authorisation

aa) Period of authorisation, nominal amount, term to maturity, number of shares, currency, issue by Group companies

The Board of Management shall be authorised, with the consent of the Supervisory Board, to issue, in one or more issues up to 22 April 2020, convertible bonds, bonds with warrants, profit participation rights, profit participation certificates or combinations of such instruments (hereinafter collectively referred to as “bonds”) for a maximum nominal amount of €3bn with or without a limited term to maturity and to grant the holders of or creditors under such bonds (hereinafter collectively referred to as “holders”) conversion rights, warrants or conversion obligations in respect of shares of the Company up to a maximum amount of €117m of the share capital, in accordance with the respective bond conditions.

The bonds may be issued to bearer or registered. Bonds may also be issued against non-cash payment. The bonds may be denominated in the legal currency of another OECD country as well as in euros, provided the equivalent amounts to those stated above in euros are not exceeded. They may also be issued by dependent Group companies or companies in which the Company has a majority shareholding (“Group companies”); in this case, the Board of Management shall be authorised to guarantee the bonds on behalf of the Company and to grant the holders of such bonds conversion rights, warrants or conversion obligations on the Company’s shares.

Fixed and/or variable interest rates may be payable on the bonds.

bb) Subscription right, exclusion of subscription right

Shareholders are generally entitled to a subscription right in respect of these bonds. The bonds may also be underwritten by one or more banks or equivalent institutions pursuant to Section 186 (5), sentence 1 of the Stock Corporation Act subject to the obligation to offer them to the shareholders. If bonds are issued by a Group company, the Company must ensure that the shareholders of Munich Reinsurance Company are granted subscription rights pursuant to the law in accordance with the previous sentence.

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 subscription rights to the holders of already issued bonds with conversion rights, warrants or conversion obligations in respect of shares of the Company to the extent to which they would be entitled as shareholders after exercising those rights or meeting the conversion obligations;

(3) insofar as bonds with conversion rights, warrants or conversion obligations 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 on the date on which the authorisation becomes effective or the date on which such authorisation is exercised. This maximum limit shall include shares sold or issued, or to be issued, during the term of this authorisation on the basis of other authorisations with exclusion of subscription rights, directly or indirectly pursuant to Section 186 (3) sentence 4 of the Stock Corporation Act;

(4) insofar as profit participation rights or profit participation certificates are issued without conversion rights, warrants or conversion obligations and such profit participation rights or profit participation certificates have features similar to those of a bond, i.e. they do not confer any entitlement to membership of the Company or to a share in the proceeds of liquidation and the interest or return payable is not calculated on the basis of the amount of the profit for the year, the net retained profits or the dividend. Furthermore, in this case the interest or return payable on and the issue price of the profit participation rights or profit participation certificates must correspond to the market conditions as at the date of issue;

(5) insofar as bonds are to be issued against non-cash payment, 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, and the value of the non-cash payment is proportionate to the bonds’ theoretical market value determined according to recognised principles of financial mathematics.

Together with shares issued against non-cash payment on the basis of Authorised Capital Increase 2013 by excluding subscription rights and pursuant to Section 186 (3) sentence 4 of the Stock Corporation Act, the total of the shares issued on the basis of this authorisation subject to the exclusion of shareholder subscription rights may not exceed 20% of the existing share capital either at the time this authorisation comes into force or when the authorisation is first exercised, whichever amount is the lower.

cc) Conversion right, conversion obligation

In the event of the issue of bonds with conversion rights, the holders may convert 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 or the issue price if lower. The conversion ratio is determined by dividing the nominal amount, or the issue price if lower, of one convertible bond by the conversion price defined to acquire one Company share. The conversion 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 conversion ratio.

The conditions may include an obligation to convert at maturity or at another date (hereinafter both referred to as “final maturity”) or entitle the Company at final maturity of the bonds, in full or partial substitution for paying the amount due, to grant the holders of the bonds shares in the Company or in another company listed on a stock exchange (Company’s right of substitution).

In this case, the Company may 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 or convertible profit participation right 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 50% of the share price relevant for the lower conversion price limit pursuant to ee) below – by the conversion ratio.

dd) Warrants

In the event of a warrants issue, one or more warrants shall be attached to each bond that entitle the holder to subscribe for shares in Munich Reinsurance Company 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. The bond conditions may also stipulate that the number of shares subscribed for on exercise of the warrants is variable. The warrant conditions for bonds with warrants denominated in euros issued by the Company may stipulate that the exercise price can also be paid by transfer of bonds (“trade-in”) together with, if necessary, a cash payment.

ee) Exercise or conversion price, protection against dilution

The conversion or exercise price fixed for one share must be at least 50% of the average closing price of Munich Reinsurance Company shares in Xetra trading on the Frankfurt Stock Exchange (or equivalent successor system) on the ten trading days preceding the date of the Board of Management’s final decision on the issue of the bonds. 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.

If a conversion obligation or a Company right of substitution is provided for in accordance with cc), the exercise or conversion price for one share can be the average closing price of Munich Reinsurance Company shares in Xetra trading on the Frankfurt Stock Exchange (or equivalent successor system) on the ten trading days preceding or following the final maturity date, even if such exercise or conversion price is below the minimum price stipulated in the previous paragraph. Sections 9 (1) and 199 (2) of the Stock Corporation Act remain unaffected.

Notwithstanding Section 9 (1) of the Stock Corporation 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, in granting its shareholders subscription rights, either increases its capital or issues further bonds with conversion rights, warrants or conversion obligations, and does not grant the holders of such convertible bonds, bonds with warrants or conversion obligations subscription right to the extent to which they would have been entitled after exercising the conversion or exercise rights or after meeting the conversion obligations. The terms and conditions may also provide for the conversion/exercise price or the conversion/exercise ratio to be adjusted or cash components to be granted in the event of other measures being taken by 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 and terms and conditions of the bonds or to establish such terms and conditions in agreement with the executive bodies of the Group company issuing the bonds, particularly the issue price, the maturity and denomination, agreement of any subordination to other liabilities, the 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 exercise or conversion price (also whether, for example, the price is to be fixed on the issue of the bonds or on the basis of future share prices within a defined band), 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 other securities listed on a stock exchange may be offered instead of fulfilment by way of 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.

b) Contingent capital increase

There shall be a contingent increase in the share capital by up to €117m to be through the issue of new registered no-par-value shares with entitlement to dividend from the beginning of the financial year in which they are issued (Contingent Capital Increase 2015). The purpose of this contingent capital increase is to permit shares to be granted to the holders of or creditors under convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with conversion rights, warrants or conversion obligations that are issued by dependent Group companies or companies in which the Company has a majority shareholding in accordance with the authorisation granted for the period from 23 April 2015 to 22 April 2020. 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 under the bonds are exercised or conversion obligations under such bonds are fulfilled and insofar as other means of fulfilment are not introduced. The Board of Management shall be authorised to decide on the further details of the contingent capital increase.

c) Amendment to the Articles of Association

Article 4 (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 with entitlement to dividend from the beginning of the financial year in which they are issued, has been authorised. The purpose of this contingent capital increase is to permit shares to be granted to the holders of or creditors under convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with conversion rights, warrants or conversion obligations that are issued by dependent Group companies or companies in which the Company has a majority shareholding in accordance with the authorisation granted by the Annual General Meeting for the period from 23 April 2015 to 22 April 2020. It shall be carried out only to the extent that warrants or conversion rights under the above-mentioned bonds are exercised or conversion obligations under such bonds are fulfilled and insofar as other means of fulfilment are not introduced. The Board of Management shall be authorised to decide on the further details of the contingent capital increase (Contingent Capital Increase 2015).”

d) Cancellation of the authorisation of 28 April 2010 and the Contingent Capital Increase 2010

No bonds with conversion rights, warrants or conversion obligations in respect of Munich Reinsurance Company shares were issued on the basis of the authorisation of the Annual General Meeting granted on 28 April 2010. The authorisation granted by the Annual General Meeting on 28 April 2010 concerning the issue of convertible bonds and/or bonds with warrants, and the Contingent Capital Increase 2010 in the amount of €117m approved by the Annual General Meeting shall be cancelled on the new authorisation and the new Contingent Capital Increase 2015 coming into effect.

09
Resolution to cancel the existing authorisation for increasing the share capital under “Authorised Capital Increase 2011”, to replace this with a new authorisation “Authorised Capital Increase 2015” for the issue of employee shares, and to make the relevant amendments to the Articles of Association

The Authorised Capital Increase 2011 to issue employee shares expires on 19 April 2016. In order to allow the Company to continue to offer its staff and affiliated companies employee shares from capital authorised for this purpose, a new Authorised Capital Increase 2015 amounting to €10m is to be created for the purpose of issuing employee shares.

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

a) Authorisation

aa) The Board of Management shall be authorised, with the consent of the Supervisory Board, to increase the Company’s share capital at any time up to 22 April 2020 by an amount of up to €10m by issuing new registered no-par-value shares against cash contribution (Authorised Capital Increase 2015). The authorisation may be exercised in part amounts. The subscription right of shareholders shall be excluded to allow the shares to be issued to employees of the Company and its affiliated companies.

bb) The new shares may also be issued to a bank or a credit institution pursuant to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act (KWG), subject to the obligation to offer such shares exclusively to employees of Munich Reinsurance Company and its affiliated companies. Where legally permissible, the new shares may also be issued to other third parties, provided it is ensured from a legal perspective that the shares will be offered and transferred to employees of Munich Reinsurance Company or its affiliated companies. Shares offered to employees may also be transferred at the end of a vesting period or subject to a holding period. Shareholders’ subscription rights shall be excluded insofar as the shares are issued and used pursuant to item bb).

cc) Where legally permissible, the employee shares may also be issued in such a manner that the contribution to be made for them is covered by that portion of the profit for the year which the Board of Management and the Supervisory Board may transfer to other revenue reserves pursuant to Section 58 (2) of the Stock Corporation Act.

dd) The Board of Management shall be authorised, with the consent of the Supervisory Board, to determine all other rights of the shares and the terms of issue. Notwithstanding Section 60 (2) of the Stock Corporation Act, the entitlement to dividend of the new no-par-value shares can be determined.

b) Amendment to the Articles of Association

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

“(2) The Board of Management shall be authorised, with the consent of the Supervisory Board, to increase the Company’s share capital at any time up to 22 April 2020 by an amount of up to 10 million euros by issuing new registered no-par-value shares against cash contribution (Authorised Capital Increase 2015). The authorisation may be exercised in part amounts. The subscription right of shareholders shall be excluded to allow the shares to be issued to employees of the Company and its affiliated companies. The new shares may also be issued to a bank or a credit institution pursuant to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act, subject to the obligation to offer such shares exclusively to employees of Munich Reinsurance Company and its affiliated companies. Where legally permissible, the new shares may also be issued to a third party, provided it is ensured from a legal perspective that the shares will be offered to employees of Munich Reinsurance Company or its affiliated companies. Shares offered to employees may also be transferred at the end of a vesting period or subject to a holding period. Shareholders’ subscription rights shall be excluded for this purpose. Where legally permissible, the employee shares may also be issued in such a manner that the contribution to be made for them is covered by that portion of the profit for the year which the Board of Management and the Supervisory Board may transfer to other revenue reserves pursuant to Section 58 (2) of the Stock Corporation Act.

The Board of Management shall also be authorised, with the consent of the Supervisory Board, to determine all other rights of the shares and the terms of issue. Notwithstanding Section 60 (2) of the Stock Corporation Act, the entitlement to dividend of the new no-par-value shares can be determined.”

c) Cancellation of the authorisation of 20 April 2011

The authorisation granted by the Annual General Meeting on 20 April 2011 regarding Authorised Capital Increase 2011 pursuant to Article 4 (2) of the Articles of Association, of which to date no use has been made, shall be cancelled on this resolution becoming effective through entry of the amendment to the Articles of Association in accordance with b) in the Commercial Register.

10
Resolution to amend Article 17 sentence 2 of the Articles of Association (representation of the Company)

Pursuant to Article 17, sentence 2 of the Articles of Association of the Company, the Supervisory Board may authorise members of the Board of Management to represent the Company alone. This authorisation, which has been provided for in the Articles of Association for over 50 years, has so far never been needed in practice. Furthermore, the European Commission’s Delegated Regulation (EU) 2015/35 supplementing the Solvency II Directive stipulates that from 1 January 2016 at least two persons must effectively run an undertaking. Significant decisions should therefore not be taken by one person alone. Sentence 2 of Article 17 of the Articles of Association should therefore be deleted.

Article 17 of the Articles of Association currently reads as follows:

Any two members of the Board of Management, or one member jointly with an employee vested with full commercial power of attorney, shall be entitled to represent the Company. The Supervisory Board may, however, authorise any individual member of the Board of Management to represent the Company alone.

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

Sentence 2 of Article 17 of the Articles of Association shall be deleted.

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