Annual General Meeting 2025

The documents for Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as “Munich Reinsurance Company” or “the Company”) and the Group (also “Munich Re” for the purposes of agenda items 6 and 7) for the 2024 financial year are available on the internet at www.munichre.com/agm (under “Documents”). They will also be accessible at the Annual General Meeting.

The financial statements presented by the Board of Management have already been approved by the Supervisory Board; the financial statements have thus been adopted. The Supervisory Board has also already approved the Group financial statements prepared by the Board of Management. In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda item.

Due to the ongoing share buy-back programme 2024/2025, the number of dividend-bearing, no par value shares will continue to lessen. Therefore, an amended proposal for the appropriation of the profit will be made to the Annual General Meeting, in which the dividend remains unchanged at 20.00 euros per dividend-bearing, no-par value share, while the total sum to be distributed will be accordingly smaller. The remaining amount will be brought forward to new account.

Pursuant to Section 58(4) sentence 2 of the German Stock Corporation Act (AktG), the right to the dividend becomes due on the third business day following the resolution of the Annual General Meeting. The dividends are thus scheduled to be paid out on 6 May 2025.

The Board of Management and the Supervisory Board propose that approval for the actions of the members of the Board of Management in the 2024 financial year be given.

It is intended to have the Annual General Meeting resolve on the approval of the actions of the members of the Board of Management individually.

The Board of Management and the Supervisory Board propose that approval for the actions of the members of the Supervisory Board in the 2024 financial year be given.

It is intended to have the Annual General Meeting resolve on the approval of the actions of the members of the Supervisory Board individually.

Based on the recommendations of the Audit Committee, the Supervisory Board proposes the following resolutions:

5.1   EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed as auditor and Group auditor, each for the 2025 financial year, and as auditor for the review of the condensed financial statements and the interim management report for the first half-year of the 2025 financial year and as auditor for a possible review of additional interim financial information for the 2025 financial year.

The Audit Committee has stated that its recommendation is free of improper influence from third parties and that it was not subject to any clause restricting its choice within the meaning of Article 16(6) of the EU Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

5.2   EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed as auditor for the sustainability reporting for the 2025 financial year, provided that national legislation provides for appointment by the Annual General Meeting.

5.3   KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, is appointed as auditor for a possible review of interim financial information for the first quarter of the 2026 financial year.

In the 2024 financial year, Munich Reinsurance Company implemented a procedure for selecting the future external auditor in accordance with the EU Audit Regulation. On the basis of this selection procedure, the Audit Committee recommended that the Supervisory Board propose to the Annual General Meeting the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, or of EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor and Group auditor as well as auditor for the review of interim financial information, each for the 2026 financial year. In this regard, the Audit Committee expressed its preference for KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin.

This year’s Annual General Meeting should appoint the new auditor for a possible review of interim financial information for the first quarter of the 2026 financial year.

The Audit Committee has stated that its recommendation is free of improper influence from third parties and that it was not subject to any clause restricting its choice within the meaning of Article 16(6) of the EU Audit Regulation.

The new auditor and Group auditor for the 2026 financial year should be appointed by the 2026 Annual General Meeting.

The Board of Management and the Supervisory Board are to prepare a remuneration report annually under Section 162 AktG. The remuneration report is to be examined by the auditor as to whether the mandatory information under Section 162(1) and (2) AktG was provided. The audited remuneration report is to be submitted to the Annual General Meeting for approval, under Section 120a(4) AktG.

The Board of Management and the Supervisory Board propose to approve the remuneration report for the 2024 financial year, which was prepared and audited in accordance with Section 162 AktG.

The remuneration report is available on the internet – along with the auditor’s report – at www.munichre.com/agm (under “Documents”).

Under Section 120a(1) AktG, the general meeting of a company listed on the stock exchange is to resolve, upon any material change and at least every four years, to endorse the system governing the remuneration proposed for the members of the management board by the supervisory board.

On 28 April 2021, the Annual General Meeting of Munich Reinsurance Company passed a resolution approving the current remuneration system for members of the Board of Management. Since there have been no material changes in the remuneration system approved in 2021, a resolution as part of the 2025 Annual General Meeting is required.

The Supervisory Board regularly reviews the remuneration system and approved, with effect from 1 January 2026, a revised remuneration system for members of the Board of Management. It meets the standards of Section 87a(1) AktG, all recommendations of the German Corporate Governance Code dated 28 April 2022 (published on 27 June 2022), and the requirements applicable to (re-) insurance undertakings, particularly the German Insurance Control Act (VAG) and the Delegated Regulation (EU) 2015/35 (Solvency II Regulation).

The Supervisory Board proposes that the remuneration system for members of the Board of Management be adopted, which applies from 1 January 2026.

The remuneration system is available on the internet at www.munichre.com/agm (under “Documents”).

The legal framework for holding Virtual General Meetings in Germany was fundamentally changed in 2022. Through the German Act Introducing Virtual General Meetings for Stock Corporations, and Amending Cooperatives, Insolvency and Restructuring Provisions dated 20 July 2022 (Federal Gazette I, p. 1166 ff.) regulations were included in the German Stock Corporation Act for the first time that allow for a Virtual General Meeting, i.e. a meeting without the physical presence of the shareholders and their proxies at the location of the General Meeting.

The Virtual General Meeting is very closely modelled on the physical meeting. This applies in particular to the direct interaction with the company during the meeting, which is ensured mainly by the right to speak using video communication. According to the legislator’s assessment, the Virtual General Meeting is “a fully-fledged form of meeting and not a second-class meeting” compared to a physical meeting. The legislator ensures the equivalence of the virtual format “through explicit rules on and arrangements regarding shareholders’ rights” in the German Stock Corporation Act (Sections 118a et seq. AktG). Shareholders’ rights at Virtual General Meetings are in some respects even more extensive than those at physical meetings. For example, the German Stock Corporation Act grants shareholders the right to submit statements in advance only at Virtual General Meetings.

For Virtual General Meetings a provision in the Articles of Association is required (Section 118a(1) sentence 1, (5) AktG). The legislator has provided two options for the holding of Virtual General Meetings. On the one hand, it is possible for the Articles of Association to provide for the mandatory holding of Virtual General Meetings. On the other hand, the Articles of Association can authorise the Board of Management to hold a Virtual General Meeting.

According to the resolution proposal of the Board of Management and the Supervisory Board deliberately, on 5 May 2023 the Annual General Meeting chose the second option, authorising the Board of Management to hold Virtual General Meetings. The authorisation applies for two years after the entry of the provision of the Articles of Association in the commercial register, which took place on 20 June 2023.

The Board of Management has not make use of the existing authorisation. The Annual General Meeting on 25 April 2024 was hosted as a physical General Meeting. Moreover, the next Annual General Meeting on 30 April 2025 is intended to be a physical General Meeting, in accordance with this convocation notice.

The resolution proposal of the Board of Management and the Supervisory Board deliberately aims for an extension of the authorisation pursuant to the Articles of Association to hold Virtual General Meetings. This will maintain the Company’s options, also in situation when a physical meeting cannot be reliably planned due to special circumstances (e.g. a pandemic). Based on the authorisation, the Board of Management will, on a yearly basis, decide responsibly on the format of the next Annual General Meeting, in the best interests of the Company and considering the interests of the shareholders. In making this decision, the Board of Management will take various further aspects into account – in addition to the ensuring of shareholder’s rights and opinions from the shareholder base –, such as the composition of the shareholder base, experience with physical General Meetings and the virtual format, the market practice, the respective General Meeting’s agenda, legal and organisational aspects as well as sustainability considerations. If the Board of Management decides to hold a Virtual General Meeting, it will presumably be designed similarly to the Virtual General Meeting on 5 May 2023, i.e. very closely modelled on a physical meeting, with no questions submitted in advance. In this event, in the course of the convocation to the General Meeting, the Company will inform about the reasons for holding a Virtual General Meeting.

The decision to hold a Virtual General Meeting also requires the approval of the Supervisory Board (Section 111(4) sentence 2, alternative 2 AktG).

Finally, the severely limited duration of the authorisation to hold Virtual General Meetings should be emphasized. While the German Stock Corporation Act allows an authorisation for a period of approximately five years, the proposed resolution provides for a considerably reduced duration of two years after the entry of the amendment to the Articles of Association in the commercial register. This allows shareholders to decide again on a suitable provision in the Articles of Association relatively quickly.

The Board of Management and the Supervisory Board propose to adopt the following resolution:

Article 7(2) of the Articles of Association is to read as follows:

“(2) The Board of Management may provide for holding the General Meeting without the shareholders or their proxies being physically present at the location of the General Meeting (Virtual General Meeting). The authorisation applies to General Meetings held during a period of two years after the entry of this provision of the Articles of Association, adopted by the Annual General Meeting on 30 April 2025, in the commercial register.”

The current Articles of Association are available on the internet at www.munichre.com/agm (under “Documents”). They will also be accessible at the Annual General Meeting.

In addition to the aforementioned amendment, further amendments to the Articles of Association are proposed.

They concern in part the statutory characteristics of registered shares in Munich Reinsurance Company and the shareholders’ register (agenda items 9.1, 9.2, 9.3 and 9.4).

Under agenda item 9.1, deletion of the provision regarding the share transfer restriction is proposed. Said provision stipulates that the transfer of registered shares to a new acquirer may be effected only with the approval of the Company. The provision in Article 3(2) sentences 2 to 4 is to be deleted. In Germany, share transfer restriction provisions are rarely found at companies listed on the stock exchange; on some foreign stock markets, trading transfer-restricted shares is even prohibited. In addition, the share transfer restriction entails administrative effort and expense, which is to be avoided in the future.

The proposal under agenda item 9.2 is to delete certain statutory provisions concerning third party ownership entries in the shareholders’ register. Article 3(4) sentence 2 of the Articles of Association includes specific rules on third party ownership entries, i.e. on entries “under a person’s or partnership’s own name in respect of shares belonging to a third party”. Up to a limit amounting to 0.1% of the share capital as stated in the Articles of Association, there will be no further requirements in respect of such entries; once this limit has been exceeded, the Company can demand, within a reasonable period, disclosure regarding “persons or partnerships with legal capacity holding more than 0.1% of the share capital as stated in the Articles of Association.” These stipulations are to be removed, as they have not gained acceptance on the German market, and because there are other options, involving less administrative effort and expense, for achieving shareholder transparency (“shareholder identification” etc.).

Consequently, further regulations of the Articles of Association could be deleted, not just Article 3(4) sentence 3 but also Article 6(3).

Further, under agenda item 9.3 it is proposed to delete the provision in Article 3(5) of the Articles of Association. According to the provision, insofar as entries in one’s own name in the shareholders’ register for shares which belong to a third party exceed the maximum limit of 2% of the share capital as stated in the Articles of Association, the shares entered shall not carry any voting rights. This type of provision has not gained acceptance in Germany. In addition, the purpose of the clause is to improve transparency regarding the composition of the shareholders. There are, as stated above, other ways of doing so.

As part of the aforementioned amendments to the Articles of Association, under agenda item 9.4 a resolution should be adopted concerning a number of associated amendments. These concern firstly Article 3(6) of the Articles of Association, which in future will only refer to the regulations found in Article 3(3). Moreover, due to the removal of Article 3(5), what until now were Article 3(6) and (7) will now be Article 3(5) and (6).

Further, individual amendments to the Articles of Association regarding the details of General Meetings are proposed (agenda items 9.5 and 9.6).

Under agenda item 9.5, the addition of a language requirement to the provision in Article 6(2) sentence 1 of the Articles of Association concerning registrations for the General Meeting is proposed. This is to clarify that registrations for the General Meeting may be made in German or in English.

The proposal under agenda item 9.6 aims for changing placement of the Chair of the Meeting’s right to determine an order of items on the agenda which differs from that given in the convocation to the Meeting. What is currently Article 8(2) sub-paragraph 2 sentence 2 of the Articles of Association is to be – without any changes to the content – Article 8(2) sub-paragraph 1 sentence 2. As a result, in future the Articles of Association will better reflect the standard course of an Annual General Meeting. Consequently, the sequence of the current sentences 2 to 4 in Article 8(2) sub-paragraph 1 must be adjusted.

The Board of Management and the Supervisory Board propose to adopt the following resolutions:

9.1  Sentences 2 to 4 of Article 3(2) of the Articles of Association are to be deleted.

9.2  Sentences 2 and 3 of Article 3(4) and Article 6(3) of the Articles of Association are to be deleted.

9.3  Article 3(5) of the Articles of Association is to be deleted.

9.4  Article 3(6) of the Articles of Association is to be amended as follows:

The words “of paragraphs (3) to (5)” are to be replaced by the words “of paragraph (3)”.

Article 3(6) of the Articles of Association is thus to read as follows in future:

“(6) The provisions of paragraph (3) entered into force on 1 January 2010, and the respective current version applies as of that date to existing entries as well.”

In Article 3 of the Articles of Association, the numbering of paragraphs 6 and 7 is to be adjusted. The new paragraph 6 is to become paragraph 5, and the current paragraph 7 to become paragraph 6.

9.5  Article 6(2) sentence 1 of the Articles of Association is to be amended as follows:

After the words “in good time for the General Meeting”, the words “in German or in English” are to be added.

Article 6(2) sentence 1 of the Articles of Association is thus to read as follows in future:

“In order to participate in the General Meeting and exercise their voting rights, shareholders shall register in good time for the General Meeting in German or in English and have their shares entered in the shareholders’ register by the stipulated deadline.”

9.6  Following Article 8(2) sub-paragraph 1 sentence 1 of the Articles of Association, the following sentence 2 is to be added:

“He may determine an order of items on the agenda which differs from that given in the convocation to the Meeting.”

In Article 8(2) sub-paragraph 1 of the Articles of Association, the sequence of the current sentences 2 to 4 is to be adjusted. The current sentence 2 is to become sentence 3, the current sentence 3 to become sentence 4, and the current sentence 4 to become sentence 5.

Article 8(2) sub-paragraph 2 sentence 2 of the Articles of Association is to be deleted.

The current Articles of Association are available on the internet at www.munichre.com/agm (under “Documents”). They will also be accessible at the Annual General Meeting.

The Authorised Capital 2021 of up to 117,500,000 euros authorised by the Annual General Meeting on 28 April 2021 expires on 27 April 2026. Since the 2026 Annual General Meeting is scheduled to take place on 29 April 2026, the Authorised Capital 2021 is to be renewed by up to 117,500,000 euros now (corresponds to approx. 20% of the current share capital), so that the Company may, if necessary, seamlessly continue to strengthen capital using this tool in the future as well.

The Board of Management and the Supervisory Board propose to adopt the following resolution:

a) Cancellation of the authorisation of 28 April 2021

The authorisation granted by the Annual General Meeting on 28 April 2021 regarding an Authorised Capital 2021, as laid down in Article 4(1) of the Articles of Association, is to be cancelled as soon as the new authorisation enters into force upon entry in the commercial register.

b) Authorisation

aa) Term, nominal value, restriction

The Board of Management is authorised, with the consent of the Supervisory Board, to increase the Company’s share capital at any time before the end of the day on 29 April 2030 by an amount of up to 117,500,000 euros by issuing new registered no-par-value shares against contributions in cash and/or in kind. The authorisation may be exercised as a whole or in parts on one or more occasions. The Board of Management is also authorised, with the consent of the Supervisory Board, to determine all other rights of the shares and the terms of issue (Authorised Capital 2025).

Shares to be issued under this authorisation, together with shares sold or issued during the term of this authorisation under other authorisations, and shares issued to fulfil conversion rights, warrants or conversion obligations from convertible bonds, bonds with warrants, profit participation rights, profit participation certificates or any combination of such instruments (hereinafter together also referred to as “Bonds”) issued during the term of this authorisation, may not exceed 30% of the share capital, either at the time this authorisation enters into force or at the time it is exercised.

bb)   Subscription rights, exclusion of subscription rights, restriction

Shareholders are generally entitled to subscription rights. The new shares may also be acquired by banks or equivalent institutions pursuant to Section 186(5) sentence 1 AktG, subject to the obligation to offer them to the shareholders.

The Board of Management is authorised, with the consent of the Supervisory Board, to exclude the shareholders’ subscription rights in the following cases:

• • insofar as it is necessary in respect of fractional amounts resulting from the subscription ratio;
  • insofar as it is necessary to grant the holders or creditors of Bonds with conversion rights, warrants or conversion obligations issued by the Company or by one of its dependent Group companies, pre-emptive rights to the extent to which they would be entitled as shareholders after exercising their conversion rights or warrants or after the conversion obligations from such Bonds have been satisfied;
  •  if, at the time of the final determination of the issue price, which should occur as close in time as possible to the placement of the shares, the issue price of the new shares is not significantly lower than the stock market price of the Company shares already listed on the stock exchange, and the shares issued with exclusion of the shareholders’ subscription rights pursuant to Section 186(3) sentence 4 AktG do not exceed a total of 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised. This maximum limit is to include shares sold or issued, during the term of this authorisation until the time it is exercised on the basis of other authorisations with exclusion of subscription rights, directly or indirectly pursuant to Section 186(3) sentence 4 AktG, and shares to be issued to fulfil conversion rights, warrants or conversion obligations from Bonds issued during the term of this authorisation with exclusion of subscription rights, analogously pursuant to Section 186(3) sentence 4 AktG;
  • in order to offer the new shares to all shareholders, to enable them to subscribe for new shares against full or partial contribution in kind 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); and/or
  • in the case of capital increases for new shares against contribution in kind, especially in the context of company mergers or for the purpose of directly or indirectly acquiring companies, parts of companies, shareholdings in other companies, other assets, or rights to acquire assets.
    
    Shares to be issued excluding shareholder subscription rights under this authorisation, together with shares sold or issued by the Company excluding subscription rights during the term of this authorisation under other authorisations, and shares issued to fulfil conversion rights, warrants or conversion obligations from Bonds issued excluding subscription rights during the term of this authorisation, may not exceed 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised.

c) Amendment to the Articles of Association

Article 4(1) of the Articles of Association is to read as follows:

“(1) The Board of Management is authorised, with the consent of the Supervisory Board, to increase the Company’s share capital at any time before the end of the day on 29 April 2030 by an amount of up to 117,500,000 euros by issuing new registered no-par-value shares against contributions in cash and/or in kind. The authorisation may be exercised as a whole or in parts on one or more occasions. The Board of Management is also authorised, with the consent of the Supervisory Board, to determine all other rights of the shares and the terms of issue (Authorised Capital 2025).

Shares to be issued under this authorisation, together with shares sold or issued during the term of this authorisation under other authorisations and shares issued to fulfil conversion rights, warrants or conversion obligations from convertible bonds, bonds with warrants, profit participation rights, profit participation certificates or combinations of such instruments (hereinafter together referred to as “Bonds”) issued during the term of this authorisation, may not exceed 30% of the share capital, either at the time this authorisation enters into force or at the time it is exercised.

Shareholders are generally entitled to subscription rights. The new shares may also be acquired by banks or equivalent institutions pursuant to Section 186(5) sentence 1 AktG subject to the obligation to offer them to the shareholders.

The Board of Management is authorised, with the consent of the Supervisory Board, to exclude the shareholders’ subscription rights in the following cases:

• insofar as it is necessary in respect of fractional amounts resulting from the subscription ratio;
• insofar as this is necessary to grant the holders or creditors of Bonds with conversion rights, warrants or conversion obligations issued by the Company or by one of its dependent Group companies, pre-emptive rights to the extent to which they would be entitled as shareholders after exercising their warrants or conversion rights or after the conversion obligations from such Bonds have been satisfied;
• if, at the time of the final determination of the issue price, which should occur as close in time as possible to the placement of the shares, the issue price of the new shares is not significantly lower than the stock market price of the Company shares already listed on the stock exchange, and the shares issued with exclusion of the shareholders’ subscription rights pursuant to Section 186(3) sentence 4 AktG do not exceed a total of 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised. This maximum limit is to include shares sold or issued, during the term of this authorisation until the time it is exercised on the basis of other authorisations with exclusion of subscription rights, directly or indirectly pursuant to Section 186(3) sentence 4 AktG, and shares to be issued to fulfil conversion rights, warrants or conversion obligations from Bonds issued during the term of this authorisation with exclusion of subscription rights, analogously pursuant to Section 186(3) sentence 4 AktG;
• in order to offer the new shares to all shareholders, to enable them to subscribe for new shares against full or partial contribution in kind 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); and/or
• in the case of capital increases for new shares against contribution in kind, especially in the context of company mergers or for the purpose of directly or indirectly acquiring companies, parts of companies, shareholdings in other companies, other assets, or rights to acquire assets.
  
  Shares to be issued excluding shareholder subscription rights under this authorisation, together with shares sold or issued by the Company excluding subscription rights during the term of this authorisation under other authorisations, and shares issued to fulfil conversion rights, warrants or conversion obligations from Bonds issued excluding subscription rights during the term of this authorisation, may not exceed 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised.”

d) Registration in the commercial register

The Board of Management is instructed to register the resolution on the cancellation of the Authorised Capital 2021, under subitem ‎a), in the commercial register such that the cancellation be registered only if the Authorised Capital 2025, to be adopted under subitem ‎c) of this agenda item, is registered at the same time.

The report of the Board of Management on the authorisations to exclude subscription rights can be found in Section ‎II.1 (“Additional information about agenda item 10”).

The authorisation from the Annual General Meeting dated 29 April 2020 to issue convertible bonds, bonds with warrants, profit participation rights or profit participation certificates expires on 28 April 2025 and is to be renewed. The existing Contingent Capital 2020 is to be cancelled and replaced by a new Contingent Capital 2025.

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, currency, issue by Group companies, limit

The Board of Management is authorised, with the consent of the Supervisory Board, to issue in one or more issues up to the end of the day on 29 April 2030, subordinated or non-subordinated convertible bonds, bonds with warrants, profit participation rights, profit participation certificates or combinations of such instruments, with or without a limited term to maturity, which may grant the holders or creditors (hereinafter together “Holders”) conversion rights, warrants or conversion obligations in respect of shares of the Company up to a maximum proportional amount of 117,500,000 euros (this constitutes ca. 20% of the current share capital).

The authorisation also includes the issue of subordinated financial instruments, without conversion rights, warrants or conversion obligations, to which Section 221 AktG applies due to their profit-based interest rate, loss-participation provisions, or for other reasons, and which do not fall under the legal category of profit participation rights, (as aforementioned and hereinafter “Hybrid Financial Instruments”; convertible bonds, bonds with warrants, profit participation rights and profit participation certificates (including combinations of such instruments) together also referred to as “Financial Instruments”). Hybrid Financial Instruments are to be used to create Tier 1 own-fund items under insurance supervisory regulations;

The total nominal amount of Financial Instruments to be issued under this authorisation may not exceed 7,500,000,000 euros.

The Financial Instruments may be issued to holder or registered. The Financial Instruments may also be issued against contribution in kind. The Financial Instruments 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 Group companies; in this case, the Board of Management is authorised to guarantee the Financial Instruments on behalf of the Company and to grant the Holders of such Financial Instruments conversion rights, warrants or conversion obligations on the Company’s shares. Fixed and/or variable interest rates may be payable on the Financial Instruments.

Shares to be issued as a result of conversion rights, warrants or conversion obligations from Financial Instruments issued under this authorisation may not exceed, together with own shares sold during the term of this authorisation and shares issued during the term of this authorisation from the current or a future authorised capital, 30% of the share capital, either at the time this authorisation enters into force or at the time it is exercised.

bb)  Subscription rights, exclusion of subscription rights, limit

Shareholders are generally entitled to a subscription right in respect of these Financial Instruments. The Financial Instruments may also be acquired by banks or equivalent institutions pursuant to Section 186(5) sentence 1 AktG subject to the obligation to offer them to the shareholders. If Financial Instruments are issued by a Group company, the Company must ensure that its shareholders 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 to the Financial Instruments in the following cases:

• • insofar as it is necessary in respect of fractional amounts resulting from the subscription ratio;
  • insofar as it is necessary to grant subscription rights to the Holders of already issued Financial Instruments 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;
  • insofar as Financial Instruments with conversion rights, warrants or conversion obligations are issued  against cash and the issue price is not significantly below the Financial Instruments’ market value determined according to recognised principles, especially those of financial mathematics. However, this authorisation to exclude subscription rights applies only to Financial Instruments with rights or obligations to convert into shares which do not represent more than 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised. This maximum limit shall include shares sold or issued, or to be issued, during the term of this authorisation until the time they are exercised on the basis of other authorisations with exclusion of subscription rights, directly or indirectly pursuant to Section 186(3) sentence 4 AktG;
  • insofar as Financial Instruments without conversion rights or warrants or conversion obligations are issued against cash and the issue price is not significantly below the Financial Instruments’ market value determined according to recognised principles, especially those of financial mathematics, and the Financial Instruments have features similar to 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; and/or
  • insofar as the Financial Instruments are to be issued against contributions in kind, where 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 contribution in kind is proportionate to the Financial Instruments’ market value determined according to recognised principles, especially those of financial mathematics.
  • If Financial Instruments are issued under this authorisation with conversion rights or warrants, or conversion obligations, and excluding subscription rights, the shares issued to convert such Financial Instruments may not exceed 10% of the share capital, either at the time this authorisation enters into force or at the time it is exercised. This limit includes shares issued or sold, or to be issued, subject to the exclusion of shareholder rights based on other authorisations, during the term of this authorisation until the time it is exercised.

cc)  Conversion rights, conversion obligations

In the event of the issue of Financial Instruments with conversion rights, the Holders may convert their Financial Instruments into Company shares in accordance with the conditions of the Financial Instrument. 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 Financial Instrument, or the issue price if lower. The conversion ratio is determined by dividing the nominal amount, or the issue price if lower, of one Financial Instrument by the conversion price defined to acquire 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 conditions of the Financial Instrument may also provide for a variable conversion ratio.

The conditions may include a conditional or unconditional obligation to convert, at maturity or at another date that may be determined by a future event that is still uncertain at the time of issue (hereinafter referred to as “Final Maturity”), or entitle the Company at Final Maturity of the Financial Instruments, in full or partial substitution for paying the amount due, to grant the Holders of the Financial Instruments shares in the Company or in another company listed on a stock exchange (Company Right of Substitution).

In this case, the Company may be entitled under the conditions of the Financial Instruments to compensate fully or partially in cash any difference between the nominal amount of the Financial Instruments 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 Financial Instruments, but to be at least 50% of the share price relevant for the lower conversion price limit pursuant to subitem (ee) below – by the conversion ratio.

dd)  Warrants

In the event of a warrants issue, one or more warrants are to be attached to each bond, entitling 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 conditions of the bond may also stipulate that the number of shares subscribed for on exercise of the warrants is variable. The 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 Financial Instruments (trade-in) together with, if necessary, a cash payment.

ee)  Conversion or warrant 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 Financial Instruments. 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 subitem (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) AktG remain unaffected.

Notwithstanding Section 9(1) AktG, the conditions of the Financial Instrument 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 Financial Instruments with conversion rights, warrants or conversion obligations, and does not grant the holders subscription rights 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, warrants or conversion obligations. The proportional amount of the share capital to be subscribed for per Financial Instrument may on no account exceed the nominal value of the Financial Instrument.

ff) Other possible structures

Subject to compliance with the above conditions, the Board of Management is authorised to determine all further details of the issue and terms and conditions of the Financial Instruments or to establish such terms and conditions in agreement with the Group company issuing the Financial Instruments, particularly the issue price, the maturity and denomination, agreement of any subordination to other liabilities, the subscription or conversion ratio (such as a variable conversion ratio depending on the performance of the share price during the term or a conversion ratio based on a Financial Instrument 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 Financial Instruments 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, issuance of shares from authorised capital, 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

A contingent increase in the share capital by up to 117,500,000 euros, consisting of new registered no-par-value shares, has been authorised. The purpose of this contingent capital increase is to permit shares to be granted to the Holders of convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with conversion rights, warrants or conversion obligations, which are issued by the Company or a Group company in accordance with the aforementioned authorisation by the end of the day on 29 April 2030. The new shares are to be issued at the exercise and conversion price fixed in accordance with the criteria of the aforementioned authorisation. The increase in the share capital is to be carried out only to the extent that warrants or conversion rights under the aforementioned instruments are exercised, or conversion obligations under these instruments are fulfilled, and insofar as other means of fulfilment are not introduced. The issued shares are to participate in the profits as of the beginning of the financial year in which they are issued; as an exception the Board of Management may, with the approval of the Supervisory Board, decide that the new shares may also participate in the profits of a previous financial year for which a resolution on the appropriation of profits has not yet been made by the Annual General Meeting at the time of their issue. The Board of Management shall be authorised to decide on the further details of the contingent capital increase (Contingent Capital 2025).

c) Cancellation of Contingent Capital 2020

No Financial Instruments with conversion rights, warrants or conversion obligations in respect of Munich Reinsurance Company shares were issued on the basis of the authorisation granted by the Annual General Meeting on 29 April 2020. The Contingent Capital 2020 adopted by the Annual General Meeting on 29 April 2020 in the amount of 117,000,000 euros is cancelled.

d) Amendment to the Articles of Association

Article 4(2) of the Articles of Association is to read as follows:

“A contingent increase in the share capital by up to 117,500,000 euros, consisting of new registered no-par-value shares, has been authorised. The purpose of this contingent capital increase is to permit shares to be granted to the holders or creditors of convertible bonds, bonds with warrants, profit participation rights or profit participation certificates (or combinations of such instruments) with conversion rights, warrants or conversion obligations, which are issued by the Company or a Group company in accordance with the authorisation granted by the Annual General Meeting on 30 April 2025 by the end of the day on 29 April 2030. The increase in the share capital is to be carried out only to the extent that warrants or conversion rights under the aforementioned instruments are exercised, or conversion obligations under these instruments are fulfilled, and insofar as other means of fulfilment are not introduced. The issued shares are to participate in the profits as of the beginning of the financial year in which they are issued; as an exception the Board of Management may, with the approval of the Supervisory Board, decide that the new shares may also participate in the profits of a previous financial year for which a resolution on the appropriation of profits has not yet been made by the Annual General Meeting at the time of their issue. The Board of Management is authorised to decide on the further details of the contingent capital increase (Contingent Capital 2025).”

The report of the Board of Management on the authorisations to exclude subscription rights can be found in Section ‎II.2 (“Additional information about agenda item 11”).