Preamble¹

(A) It is planned that Münchener Rück Italia S.p.A. (MRI), a 100% subsidiary of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (MR AG), will be merged with MR AG. Based on the Act on the Co-Determination of Employees in Cross-Border Mergers (MgVG) the managements of MR AG and MRI and the Special Negotiating Body (SNB) accordingly have an opportunity to contractually redesign employee co-determination on MR AG’s Supervisory Board.

(B) The intention of the parties in entering into this agreement is to Europeanise and modernise co-determination at MR AG, whilst maintaining the tradition of mutual trust and cooperation between representatives of the shareholders and employee representatives at MR AG.

(C) The contracting parties seek to fill the employee representatives’ mandates on the Supervisory Board in a manner that ensures that the interests of all employees of the Munich Re group are taken into account and that the composition of the Supervisory Board is in keeping with the needs of its work There is in particular agreement, given the significance of the reinsurance business field, that it shall be taken into account on the MR AG Supervisory Board by being accorded at least 30% of the mandates.

(D) Insofar as terms are not otherwise defined in this agreement (see  » Annex 1) the definitions in Article 2 of the MgVG shall apply.

(E) Accordingly, the managements of MR AG and MRI and the SNB have concluded the following agreement.

¹The formulations used in the agreement refer to both men and women. The form of presentation has been selected to render the text more readable.