Annual General Meeting 2024

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 item 6) for the 2023 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.

As the number of Munich Re treasury shares has changed since the invitation to the AGM was published and now stands at 2,707,863 the Board of Management and the Supervisory Board have updated their proposal regarding appropriation of the net retained profits.

The Board of Management and the Supervisory Board propose that the net retained profits from the 2023 financial year of €2,011,227,360.00 be utilised as follows:

The Board of Management and the Supervisory Board propose that approval for the actions of the members of the Board of Management in the financial year 2023 be given for that period.

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 financial year 2023 be given for that period.

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 recommendation of the Audit Committee, the Supervisory Board proposes to appoint EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart

5.1 as the auditor and Group auditor, as well as the auditor for the solvency balance sheets, for the 2024 financial year respectively, and as auditor for the review of the condensed financial statements and the interim management report for the first half-year of the 2024 financial year, and for any additional mid-year financial information for the 2024 financial year and the first quarter of the 2025 financial year.

5.2 as the auditor for the sustainability reporting for the 2024 financial year, provided that national legislation provides for appointment by the Annual General Meeting.

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 Art. 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).

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 2023 financial year, which was prepared and audited in accordance with Section 162 AktG.

The remuneration report can be found – along with the auditor’s report – in Section II. (“Additional information about agenda item 6”) and is available at www.munichre.com/agm (under “Documents”).

The terms of every member of the Supervisory Board will end at the end of the Annual General Meeting on 25 April 2024. Elections for the shareholders’ Supervisory Board members are thus necessary.

Pursuant to Sections 96(1) and 101(1) AktG and Sections 5 No. 1, 15(1) and 22 of the German Act on the Co-Determination of Employees in Cross-Border Mergers (MgVG) in conjunction with the Co-Determination Agreement of Munich Reinsurance Company concluded between the managements of the Company and Münchener Rück Italia S.p.A. and the Special Negotiating Body dated 28 November/10 December/12 December 2008 (as amended on 11 July/13 July 2023 – hereinafter referred to as the “Co-Determination Agreement”) and pursuant to Article 10(1) of Munich Reinsurance Company’s Articles of Association, the Supervisory Board is to be composed of ten members elected by the shareholders at the Annual General Meeting and ten members elected by the employees. The ten employee members of the Supervisory Board have already been elected on the basis of the Co-Determination Agreement. The ten shareholder representatives are to be elected by the Annual General Meeting on 25 April 2024.

The Supervisory Board proposes to elect the women and men listed below from 7.1 to 7.10 as the shareholder members of the Supervisory Board, effective as of the end of the Annual General Meeting on 25 April 2024. The respective elections apply until the end of the Annual General Meeting that votes on the approval of the Supervisory Board’s actions for the 2027 financial year. 

7.1 Dr. Nikolaus von Bomhard, Munich,
Chair of the Supervisory Board of Munich Reinsurance Company

7.2 Clement B. Booth, Ascot, United Kingdom,
Member of the Board of Directors of Howden Group Holdings Limited, London, United Kingdom

7.3 Dr. Roland Busch, Erlangen,
Chair of the Board of Management of Siemens AG

7.4 Julia Jäkel, Hamburg,
Member of the Board of Directors of Adevinta ASA, Oslo, Norway

7.5 Renata Jungo Brüngger, Thalkirch, Switzerland,
Member of the Board of Management of Mercedes-Benz Group AG

7.6 Dr. Carinne Knoche-Brouillon, Laubenheim,
Member of Management of C.H. Boehringer Sohn AG & Co. KG

7.7 Dr. Victoria E. Ossadnik, Munich,
Member of the Board of Management of E.ON SE

7.8 Carsten Spohr, Munich,
Chair of the Board of Management of Deutsche Lufthansa AG

7.9 Prof. Dr. Jens Weidmann, Rheingau-Taunus-Kreis,
Chair of the Supervisory Board of Commerzbank AG

7.10 Dr. Maximilian Zimmerer, Stuttgart,
Member of the Supervisory Board of Munich Reinsurance Company

Section II. (“Additional information about agenda item 7”) contains further information about the proposed candidates, including their CVs.

The election proposals of the Supervisory Board are based on recommendations by the Nomination Committee, and take into account the objectives set by the Supervisory Board regarding its composition, while simultaneously aiming to fulfil the competence profile of the full Board.

The Supervisory Board of Munich Reinsurance Company must be made up of at least 30% women and 30% men (Section 96(3) AktG). The minimum requirement of 30% must be fulfilled separately on the employee side and on the shareholder side. Since five women and five men have been elected as employee representatives to the Supervisory Board, the minimum share has been fulfilled on the employee side. By electing the proposed shareholder representatives to the Supervisory Board (four women and six men), the 30% minimum share would also be fulfilled.

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

It is also intended that, should he be elected to the Supervisory Board, Dr. Nikolaus von Bomhard will be nominated for the position of Chair of the Supervisory Board.

According to Section 113(3) AktG, publicly traded companies are to resolve on the remuneration of their Supervisory Board members at least every four years.

The currently applicable remuneration rules for Supervisory Board members are set out in Article 15 of Munich Reinsurance Company’s Articles of Association. They were amended most recently by a resolution of the Annual General Meeting on 28 April 2021. The Board of Management and the Supervisory Board are of the opinion that the Supervisory Board’s fixed remuneration has proved appropriate and should therefore be maintained. The fixed-remuneration model is also used by the majority of DAX40 companies; it complies with recommendation G.18 sentence 1 German Corporate Governance Code of 28 April 2022 (published on 27 June 2022, “GCGC”). The Board of Management and the Supervisory Board have come to the conclusion, taking into account the remuneration at comparable DAX40 companies, that some adjustment is needed. 

To reflect the constantly increasing demands on Supervisory Board members, particularly on the Chairs of the Supervisory Board and the Audit Committee, and the members of the Personnel Committee, the Remuneration Committee and the Praesidium and Sustainability Committee, it is proposed to increase the remuneration effective 1 January 2025. In addition, given the increased work required to select suitable candidates for shareholder representatives on the Supervisory Board, remuneration for the membership of the Nomination Committee is to be introduced. 

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

a) Remuneration system for Supervisory Board members

The remuneration system for the Supervisory Board members effective 1 January 2025, contained in Section II. (“Additional information about agenda item 8”), is adopted.

b) Amendment to the Articles of Association

aa) Article 15(1) of the Articles of Association is amended to read as follows: 

“(1) Each member of the Supervisory Board shall receive an annual remuneration of 120,000 euros. The Chair of the Supervisory Board shall receive an annual remuneration of 300,000 euros, and the Deputy Chair an annual remuneration of 180,000 euros.”

bb) Article 15(2) of the Articles of Association is amended to read as follows:

“(2) Supervisory Board members serving on committees shall receive the following additional remuneration:

a) The Chair of the Audit Committee 165,600 euros; the other members of the Audit Committee 72,000 euros;

b) The Chair of the Personnel Committee 96,000 euros; the other members of the Personnel Committee 48,000 euros;

c) The Chair of the Remuneration Committee 96,000 euros; the other members of the Remuneration Committee 48,000 euros. For members of the Supervisory Board who are on both the Personnel Committee and the Remuneration Committee, their work on the Remuneration Committee is also covered by their remuneration for the Personnel Committee;

d) The Chair of the Praesidium and Sustainability Committee 48,000 euros; the other members of the Praesidium and Sustainability Committee 24,000 euros;

e) The Chair of the Nomination Committee 24,000 euros; the other members of the Nomination Committee 12,000 euros. 

No additional remuneration shall be paid for serving on the Conference Committee.”

cc) Article 15(7) of the Articles of Association is amended to read as follows:

“(7) The provisions in paragraphs 1 and 2 shall apply for the first time to the remuneration payable for the financial year 2025.”

c) Registration in the commercial register

The Board of Management is instructed to apply for registration of the aforementioned amendments to the Articles of Association under subitem b) in the commercial register such that the amendments are entered only after 1 January 2025.

The temporary authorisation to buy back and use own shares, granted by the Annual General Meeting on 28 April 2022, expires on 27 April 2025 and is to be renewed in good time. 

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

a) The Board of Management is authorised, with the Supervisory Board’s approval, to buy back own shares in the period between 26 April 2024 until the end of the day on 24 April 2027, 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 exercised, the existing share capital is lower, that amount is to be deemed material. The authorisation may be exercised as a whole or in partial amounts, on one or more occasions and for one or more purposes. The shares may be acquired directly by the Company, by dependent companies in which the Company has a majority shareholding (“Group Companies”), or by third parties acting for the Company or a Group Company The shares acquired plus other own shares in the possession of the Company, or attributable to the Company pursuant to Sections 71d and 71e AktG, 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 may be acquired at the option 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 Reinsurance Company shares for shares in another listed company as defined in Section 3(2) AktG.

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 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 on the fifth, fourth and third trading days 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 on the fifth, fourth and third trading days 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 restricted to the extent that acceptance is based on the proportions of shares tendered (tendering ratios). 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 is to be determined from all the submitted sales offers. The purchase price (excluding incidental expenses) for each share may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing prices of Company shares in Xetra trading on the Frankfurt Stock Exchange on the fifth, fourth and third trading days prior to the date on which the Company accepts Munich Re Annual General Meeting 2024 10 the offers. 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 restricted to the extent that acceptance is based on the proportions of tendered shares (tendering ratios). 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 Reinsurance Company shares for shares in another listed company (“Exchange Shares”) as defined in Section 3(2) AktG, a certain exchange ratio may be specified or also determined by way of an auction procedure. A cash benefit may also be provided as additional consideration complementing the exchange, 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 is to be the respective arithmetic mean of the closing price in Xetra trading on the Frankfurt Stock Exchange on the fifth, fourth and third trading days 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 is to 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 is to be the arithmetic mean closing price on the fifth, fourth and third trading days 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 restricted to the extent that acceptance is based on the proportions of shares tendered (tendering ratios). 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 is empowered to use shares acquired on the basis of the aforementioned or previously granted authorisations or pursuant to Section 71d AktG, as of 26 April 2024 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 disposed of in exchange for non-cash contributions, particularly when offering them to third parties 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. Selling in this regard 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 conversion rights or warrants or conversion obligations, in particular arising out of or in connection with convertible bonds, bonds with warrants, profit participation rights, profit participation certificates or any combination of such instruments issued by the Company or Group companies (hereinafter also referred to as “Bonds”). If own shares are offered to all shareholders, they may also be offered to the holders of such conversion rights or warrants or conversion obligations to the extent to which they would be entitled after exercising their conversion right or warrant or meeting their conversion obligation.

ee) They may be offered to all shareholders in order to enable them to subscribe for Company 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). 

ff) They may be retired without a further resolution of the Annual General Meeting being required. Any retirement may be limited to a portion of the repurchased shares. The Board Munich Re Annual General Meeting 2024 11 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 will be authorised to adjust the number of no-par-value shares in the Articles of Association. 

d) The price (excluding incidental expenses) at which the shares are launched on other stock exchanges in accordance with subitem c) aa) or sold to third parties 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 on the day the shares are launched or the binding agreement with the third party is concluded.

e) Should the Xetra trading system be replaced by a functionally comparable successor system, the latter will take the place of the Xetra trading system for the purposes of this authorisation as well. 

f) The authorisations in accordance with subitem c) may be utilised one or more times, partially or wholly, individually or jointly; the authorisations in accordance with subitems c) bb), cc) or dd) may also be utilised by Group Companies, or by third parties acting for the Company or for Group Companies. 

g) Shareholders’ subscription rights to Company shares are to be excluded insofar as such shares are used in accordance with the authorisations in subitems c) aa), bb), cc) or dd). If the own shares are used for the purpose mentioned in subitem c) ee), the Board of Management will be authorised to exclude subscription rights. 

Own shares used under exclusion of subscription rights may not exceed 10% of the share capital, existing either at the time this authorisation takes effect or at the time the shares are used. This maximum limit includes shares sold or issued, during the term of this authorisation, 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, indirectly pursuant to Section 186(3) sentence 4 AktG. 

h) The authorisation to acquire and use own shares granted by the Annual General Meeting on 28 April 2022 is cancelled at the end of the day on 25 April 2024.

The report of the Board of Management on the authorisations to restrict subscription rights is contained in Section II. (“Additional information about agenda item 9”)