Annual General Meeting 2009

Unless expressly permitted by law, Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as "Munich Reinsurance Company" or "the Company") requires the authorisation of the Annual General Meeting to buy back shares. As the authorisation granted on 17 April 2008 expires in October 2009, it will be proposed to the Annual General Meeting that the Company be again authorised 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 its own shares up to a total amount of 10% of the share capital at the time the resolution is adopted. The authorisation may be exercised as a whole or in part amounts, on one or more occasions and for one or more purposes by the Company, but also by dependent Group companies or enterprises in which the Company has a majority shareholding, or by third parties for its or their account. The shares acquired plus other own shares in the possession of the Company or attributable to the Company in accordance with Section 71a ff. of the German Stock Companies Act may at no time amount to more than 10% of the share capital. The authorisation may not be used for trading in own shares.

b) The shares shall be acquired at the discretion of the Board of Management aa) via the stock exchange or bb) via a public purchase offer to all shareholders or cc) via a solicitation to all shareholders to submit offers (request to sell) or dd) via a public offer to all shareholders to exchange Munich Re shares for shares in another listed company as defined in Section 3 para. 2 of the German Stock Companies Act. In cases bb), cc), and dd), the provisions of the German Securities Acquisition and Takeover Act shall be observed where applicable.

aa) If the shares are bought back via the stock exchange, the purchase price (excluding incidental expenses) may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price in Xetra trading on the Frankfurt stock exchange determined for Company shares with the same securities reference number on the last three days of trading prior to the commitment to purchase.

bb) If the shares are bought back via a public purchase offer, the purchase price per share or the upper and lower limits of the price range (excluding incidental expenses) may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price for Company shares with the same securities reference number in the closing auction in Xetra trading on the Frankfurt stock exchange on the fifth, fourth and third trading day before the date on which the offer is published. If after a public purchase offer there are significant deviations in the relevant share price, the offer may be adjusted. In this case, the basis for determining the purchase price or the purchase price range will be the arithmetic mean of the closing price for Company shares with the same securities reference number in Xetra trading on the Frankfurt stock exchange on the fifth, fourth and third trading day before the public announcement of the adjustment. The volume may be restricted. If the offer is oversubscribed, acceptance shall be based on quotas. For this, the Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder). The purchase offer may provide for further conditions.

cc) If the Company publicly solicits submission of offers to sell Munich Reinsurance Company shares, the Company may in its solicitation state a purchase price range within which offers may be submitted. The solicitation may provide for a submission period, terms and conditions, and the possibility of adjusting the purchase price range during the submission period if after publication of the solicitation significant share price fl uctuations 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 during the last five trading days prior to the relevant date. The relevant date shall be the date on which the offers are accepted by the Company. If the number of Company shares offered for sale exceeds the total volume of shares the Company intended to acquire, acceptance shall be based on quotas. Furthermore, the Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder).

dd) In the case of a public offer to exchange Munich Re shares for shares in another listed company ("exchange shares") as defined in Section 3 para. 2 of the German Stock Companies Act, a certain exchange ratio may be specified or also determined by way of an auction procedure. A cash benefit may also be provided for as an additional payment to the exchange offered or as compensation for any fractional amounts. In each of these procedures for the exchange of shares, the exchange price or the applicable upper and lower limits of the price range in the form of one or more exchange shares and calculated fractional amounts, including any cash or fractional amounts (excluding incidental expenses), may not exceed by more than 10% or undercut by more than 20% the relevant value of Munich Re shares.

The basis for calculating the relevant value of each Munich Re share and of each exchange share shall be the respective arithmetic mean closing price in Xetra trading on the Frankfurt stock exchange on the fifth, fourth and third trading day before the date on which the exchange offer is published. If the exchange shares are not traded in the Xetra trading system on the Frankfurt stock exchange, the basis shall be the closing prices quoted on the stock exchange having the highest average trading volume in respect of the exchange shares in the course of the preceding calendar year. If after a public exchange offer there are significant deviations in the relevant share price, the offer may be adjusted. In this case, the basis for the adjustment shall be the arithmetic mean closing price on the fifth, fourth and third trading day before the date of the public announcement of the adjustment. The volume may be restricted. If the exchange offer is oversubscribed, acceptance shall be based on quotas. For this, the Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder). The exchange offer may provide for further conditions.

c) The Board of Management shall be empowered to use shares acquired on the basis of the aforementioned or previously granted authorisations or in accordance with Section 71d sentence 5 of the German Stock Companies Act for all legally admissible purposes, and in particular as follows:

aa) They may be used for launching the Company’s shares on foreign stock exchanges where they are not yet listed.

bb) They may be sold directly or indirectly in return for non-cash payment, in particular as part of offers to third parties in connection with mergers or acquisitions of companies or parts of companies, shareholdings or assets connected with such investments. Selling in this connection may also include the granting of conversion or subscription rights or of warrants and the transferring of shares in conjunction with securities lending.

cc) They may be sold to third parties for cash other than via the stock exchange or via an offer to all shareholders.

dd) They may be offered for subscription to the holders of conversion rights or warrants issued by the Company or one of its dependent Group companies.

ee) They may be offered as employee shares to staff of the Company or of enterprises affiliated with the Company within the meaning of Section 15 ff. of the German Stock Companies Act.

ff) They may be retired without a further resolution of the Annual General Meeting being required. Any retirement may be limited to a portion of the bought-back shares. The Board of Management may determine that the shares can also be retired in a simplified process, without reducing the share capital, by adjusting the proportion of the Company’s share capital represented by each of the remaining no-par-value shares. In this case, the Board of Management shall be authorised to adjust the number of no-par-value shares in the Articles of Association.

d) The price at which the shares are launched on other stock exchanges in accordance with item c) aa or sold in accordance with item c) cc may not significantly undercut the stock price determined for Company shares with the same securities number in the opening auction in Xetra trading on the Frankfurt stock exchange (excluding incidental costs) on the day the shares are launched or the binding agreement with the third party is concluded. In addition, in these cases the sum of the shares sold, together with any shares that may be issued or sold during the term of this authorisation by excluding the shareholders’ subscription rights, directly or indirectly pursuant to Section 186 para. 3 sentence 4 of the German Stock Companies Act, may not exceed a total of 10% of the share capital, either at the time this authorisation enters into effect or when the shares are issued or sold.

e) Should the Xetra trading system be replaced by a comparable successor system, the latter shall also take the place of the Xetra trading system for the purposes of this authorisation.

f) The authorisations in accordance with item c) may be utilised one or more times, partially or wholly, individually or jointly; the authorisations in accordance with item c) bb, cc, dd or ee may also be utilised by dependent Group companies or enterprises in which the Company has a majority shareholding, or utilised for its or their account by third parties.

g) Shareholders’ subscription rights in respect of these bought-back shares shall be excluded insofar as the shares are used in accordance with the authorisations in items c) aa, bb, cc, dd or ee. Beyond this, if bought-back shares are sold via an offer to the shareholders, the Board of Management shall be entitled to exclude shareholders’ subscription rights insofar as this is necessary to grant subscription rights to the bearers of Company or Group company convertible bonds or bonds with warrants to the extent to which such bearers would be entitled as shareholders after exercising their warrants or after the conversion requirements from such bonds have been satisfied.

h) The authorisation shall run until 21 October 2010. The authorisation to buy back shares granted by the Annual General Meeting on 17 April 2008 shall be cancelled as from the moment this new authorisation comes into effect.

In addition to the acquisition channels proposed in the authorisation under item 5 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 22 April 2009 under item 5 of the agenda, the Company may in accordance with the provisions of items b) to h) buy back own shares also by using derivatives in the form of put options, call options or a combination of both (hereinafter referred to as "options").

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

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

bb) The issue of put options, the purchase of call options, or a combination of both as well as their respective fulfilment may also be conducted outside the stock exchanges listed under aa) if the shares to be delivered to the Company on exercise of the options have previously been acquired via the stock exchange at the current share price in Xetra trading on the Frankfurt stock exchange.

cc) The conclusion of put or call option contracts may be publicly offered to all shareholders or option contracts may be concluded with a bank or a credit institution (hereinafter referred to as "issuing undertaking") in accordance with Section 53 para. 1 sentence 1 or Section 53b para. 1 sentence 1 or para. 7 of the German Banking Act subject to the obligation to offer these options to all shareholders for subscription.

The Company may only buy back the options outlined under items aa) to cc) in order to retire them.

c) In the case of item b) aa and bb, the exercise price of the options (excluding incidental expenses) per share may not exceed by more than 10% or undercut by more than 20% the price determined for Company shares with the same securities number in the opening auction in Xetra trading on the Frankfurt stock exchange on the day the option contract is concluded. If own shares are bought back using options, the acquisition price (excluding incidental expenses) payable by the Company for the shares corresponds to the exercise price agreed on in the option. The acquisition price (excluding incidental expenses) paid by the Company for options may not lie above, nor the sale price (excluding incidental expenses) collected by the Company for options below, the theoretical market value of the respective option determined according to recognised principles of financial mathematics, the calculation of such market value considering among other things the agreed exercise price.

d) In the case of item b) cc, the exercise price of the options (excluding incidental expenses) per share may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price determined for Company shares with the same securities number in Xetra trading on the Frankfurt stock exchange on the fifth, fourth and third trading day prior to publication of the offer. In the event that the offer to shareholders is oversubscribed, allocation shall be based on quotas. The Company may provide for a preferred offer for concluding option contracts or a preferred allocation of options for small lots of shares (options up to 100 shares per shareholder).

e) The term of the options shall be so determined that exercising options to acquire shares will be completed by 21 October 2010 at the latest. The Company may use options to acquire own shares up to a maximum of 5% of the share capital at the time the resolution is adopted at the Annual General Meeting.

f) If options are used to buy back own shares, taking due account of item b) aa or bb, shareholders shall not have a claim to conclude such option contracts with the Company, in line with the provisions of Section 186 para. 3 sentence 4 of the German Stock Companies Act. Neither shall shareholders have the right to conclude option contracts to the extent that, on conclusion of option contracts pursuant to item b) cc, the Company has provided for a preferred offer or preferred allocation for the conclusion of option contracts with regard to small lots of shares. Shareholders shall have a right to offer their shares to the Company only insofar as the Company is obligated to purchase shares from them pursuant to the option contracts.

g) Should the Xetra trading system be replaced by a comparable successor system, the latter shall also take the place of the Xetra trading system for the purposes of this authorisation.

h) In all other respects, the requirements and uses of the authorisation granted under item 5 of the agenda shall apply.

The term of office of the Supervisory Board members expires at the end of the Annual General Meeting on 22 April 2009.

In accordance with Sections 96 para. 1 and 101 para. 1 of the German Stock Companies Act and Sections 5 item 1, 15 para 1, and 22 of the German Act on the Co-Determination of Employees in Cross-Border Mergers (MgVG) in conjunction with the agreement concerning the co-determination of employees of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as "the Company") concluded between the managements of the Company and Münchener Rück Italia S.p.A. and with the Special Negotiating Body dated 28 November/10 December/12 December 2008 as well as Article 10 of the Company’s Articles of Association, the Supervisory Board shall be composed of ten members elected by the shareholders at the Annual General Meeting and ten members elected by the employees. On the basis of this agreement on co-determination, the employee representatives on the Supervisory Board have already been elected by the relevant committees. The shareholder representatives are to be elected at the Annual General Meeting on 22 April 2009. The AGM is not obliged to follow election proposals. The intention is to elect each member individually to the Supervisory Board.

The Supervisory Board proposes that the following gentlemen be elected to the Supervisory Board as representatives of the shareholders for the next term of office, i.e. until the end of the Annual General Meeting in 2014:

Hon. Prof. Dr. rer. nat. Peter Gruss, Munich,
President of the Max Planck Society for the Advancement of Science

Prof. Dr. rer. nat. Dr.-Ing. E.h. Henning Kagermann, Hockenheim,
Chairman of the Executive Board and Chief Executive officer of SAP AG

Peter Löscher, Munich,
Chairman of the Board of Management of Siemens AG

Wolfgang Mayrhuber, Hamburg,
Chairman of the Board of Management of Deutsche Lufthansa AG

Prof. Karel Van Miert, Beersel, Belgium,
Professor at the University of Nyenrode, The Netherlands

Dr. e. h. Dipl.-Ing. Bernd Pischetsrieder, Breitbrunn-Urfahrn,
Consultant to the Board of Management of Volkswagen AG

Anton van Rossum, Brussels, Belgium,
Member of the Board and Risk Committee of the Credit Suisse Group, former Chief Executive officer and former member of the Board of Fortis

Dr. jur. Hans-Jürgen Schinzler, Tegernsee,
Chairman of the Supervisory Board of Munich Reinsurance Company

Dr. phil. Ron Sommer, Cologne, Management consultant and former
Chairman of the Board of Management of Deutsche Telekom AG

Dr. Ing. Thomas Wellauer, Erlenbach, Switzerland,
Member of the Executive Committee of Novartis International AG

The authorisation granted by the Annual General Meeting on 11 June 2003 concerning the issue of warrants duly expired last year without having been exercised. The Contingent Capital Increase 2003 I designed to secure this authorisation in Article 4 para. 3 of the Articles of Association is no longer valid and is therefore to be cancelled. Furthermore, the authorisation granted by the Annual General Meeting on 26 May 2004 regarding Authorised Capital Increase 2004 is due to expire on 25 May 2009. This is to be renewed to allow the Company, if required, to strengthen its shareholders’ equity by means of this instrument in the coming years. The Supervisory Board and the Board of Management propose that the following resolutions be adopted:

a) Cancellation of Contingent Capital 2003 I

The authorisation granted by the Annual General Meeting on 11 June 2003 regarding Contingent Capital Increase 2003 I of €35m shall be cancelled.

b) Cancellation of the authorisation of 26 May 2004

The authorisation granted by the Annual General Meeting on 26 May 2004 regarding Authorised Capital Increase 2004, as laid down in Article 4 para. 1 of the Articles of Association, shall be cancelled as soon as this resolution becomes effective through entry in the Commercial Register.

c) Authorisation

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 21 April 2014 by an amount of up to €280m by issuing new registered no-par-value shares against contributions in cash or in kind (Authorised Capital Increase 2009). The authorisation may be exercised as a whole or in parts on one or more occasions. 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.

In the case of capital increases against cash contribution, shareholders shall be granted a subscription right. However, the Board of Management is authorised, with the consent of the Supervisory Board, to exclude the shareholders’ subscription rights in the following cases:

• to take account of fractional amounts,
• insofar as this is necessary to grant the bearers of warrants or convertible bonds issued or to be 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 after the conversion requirements from such bonds have been satisfied, or
• if the issue price of the new shares is not significantly lower than the stock market price and the shares issued with exclusion of the shareholders’ subscription rights pursuant to Section 186 para. 3 sentence 4 of the German Stock Companies Act do not exceed a total of 10% of the share capital either at the time this authorisation becomes effective 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 on the basis of other authorisations with exclusion of subscription rights, directly or in directly pursuant to Article 186 para. 3 sentence 4 of the German Stock Companies Act.

In addition, the Board of Management shall be authorised, with the consent of the Supervisory Board, to exclude subscription rights in the case of capital increases against non-cash contribution.

The shares issued overall on the basis of this authorisation subject to the exclusion of shareholder subscription rights may not exceed 20% of the existing share capital at the time this authorisation is exercised for the first time.

d) Amendment to the Articles of Association

aa) Article 4 para. 1 of the Articles of Association shall be amended as follows:

"(1) 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 21 April 2014 by an amount of up to €280m by issuing new registered no-par-value shares against contributions in cash or in kind (Authorised Capital Increase 2009). The authorisation may be exercised as a whole or in parts on one or more occasions. 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.

In the case of capital increases against cash contribution, shareholders shall be granted a subscription right. However, the Board of Management is authorised, with the consent of the Supervisory Board, to exclude the shareholders’ subscription rights in the following cases:

• to take account of fractional amounts,
• insofar as this is necessary to grant the bearers of warrants or convertible bonds issued or to be 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 after the conversion requirements from such bonds have been satisfied, or
• if the issue price of the new shares is not significantly lower than the stock market price and the shares issued with exclusion of the shareholders’ subscription rights pursuant to Section 186 para. 3 sentence 4 of the German Stock Companies Act do not exceed a total of 10% of the share capital either at the time this authorisation becomes effective 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 Article 186 para. 3 sentence 4 of the German Stock Companies Act.

In addition, the Board of Management shall be authorised, with the consent of the Supervisory Board, to exclude the shareholders’ subscription rights in the case of capital increases against non-cash contribution.

The shares issued overall on the basis of this authorisation subject to the exclusion of shareholder subscription rights may not exceed 20% of the existing share capital at the time this authorisation is exercised for the first time."

bb) Article 4 para. 3 of the Articles of Association shall be deleted, paras. 4 and 5 shall duly become paras. 3 and 4.

Since it was founded, the Company has issued registered shares, whose owners are named in the shareholders’ register. Knowing who the shareholders are facilitates direct contact and dialogue with the shareholders. Whereas in Germany it is standard practice to enter the names of shareholders directly in the register, our foreign shareholders are often not registered under their own name but under the name of a bank. This can complicate communication with shareholders and make it difficult for them to exercise their rights.

The German law on limiting risks in connection with financial investments (Risk Limitation Act) that came into force on 19 August 2008 allows companies under Section 67 of the German Stock Companies Act to make provisions in their articles of association that increase transparency in relation to entries in the shareholders’ register. Advantage is to be taken of this option in order to further enhance our direct communication with shareholders.

Entry of shareholdings under a so-called nominee will continue to be permissible. The provisions stipulated in the Articles of Association will set thresholds above which disclosure of the shareholder is required. This disclosure can be effected in several ways. The disclosure duties of nominees are to relate to what they know or can be reasonably expected to find out. This is to ensure that the interests of intermediaries and market participants are also taken into account. Provided that at the request of the Company nominees make a clear commitment to disclose the identity of the beneficial shareholder, voting rights from the shares may be exercised up to the threshold stipulated under the new Article 3 para. 5 of the Articles of Association. Small shareholders will not be affected by the proposed provisions; to this end, the lower threshold stipulated in Article 3 para. 4 item a defines the limit up to which nominees can definitely exercise voting rights. All of the issuers, financial institutes and services providers involved are currently working on the procedures necessary for implementation. The amendments will therefore not enter into force immediately in order to give market players sufficient time to conclude their work on complying with the transparency provisions.

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

"a) In Article 3 of the Articles of Association, the following paragraphs 3, 4, 5 and 6 shall be added; paragraph 3 shall become paragraph 7:

"(3) The holders of shares shall be obliged to disclose to the Company any information required by law relating to entry in the shareholders’ register. Furthermore, they shall indicate the extent to which the shares actually belong to the person duly entered in the shareholders’ register as the holder. If the holder has an e-mail address, this shall also be communicated.

(4) In relation to the Company, only those persons duly entered as shareholders in the shareholders’ register shall be deemed to be shareholders. Shareholdings entered in a person’s own name in respect of shares belonging to a third party shall be subject to the following conditions:

a) There will be no further requirements in respect of entries of holdings by any one natural or juristic person up to 0.1% of the share capital as stated in the Articles of Association.

b) For entries of holdings by any one natural or juristic person in excess of 0.1% of the share capital as stated in the Articles of Association, registration requires that at the request of the Company nominees make a clear commitment to disclose within a reasonable period any information demanded by the Company pursuant to para. 3 in respect of persons holding more than 0.1% of the share capital as stated in the Articles of Association.

The rights of the Company under Section 67 para. 4 of the German Stock Companies Act and Article 3 para. 2 of these Articles of Association shall remain unaffected.

(5) Insofar as shareholders are entered under their own name as being the holders of shares which belong to a third party and exceed the upper limit of 2% of the share capital as stated in the Articles of Association, the shares entered shall not carry any voting rights.

(6) The provisions of paragraphs 3 to 5 shall enter into force on 1 January 2010 and shall be applicable from this date also to existing entries."

(b) In Article 6 of the Articles of Association the following paragraph 3 shall be added; the previous paragraph 3 shall become paragraph 4:

" (3) If shareholders are entered under their own name as being the holders of shares which belong to a third party and exceed 0.1% of the share capital as stated in the Articles of Association, they shall be obliged pursuant to Article 3 para. 4 item b of these Articles of Association to disclose the submitted shares to the Company no later than three days prior to the Annual General Meeting."

The German government’s proposed law to implement the Shareholder Rights Directive (ARUG), Bundestags-Drucksache 16/11642, makes provision under the German Stock Companies Act for new regulations in the Articles of Association to allow shareholders to take part electronically in the Annual General Meeting and to cast a postal vote. So that these new regulations can be used at the 2010 Annual General Meeting, the corresponding amendments to the Articles of Association are to be made now. However, the amendments to the Articles of Association are to be filed for entry in the Commercial Register only after the ARUG enters into force and only insofar as the ARUG has entered into force in a version that allows the following amendments to the Articles of Association.

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

a) The following paragraph 1 shall be added to Article 7 of the Articles of Association:

"(1) The Board of Management may provide for shareholders to participate in the Annual General Meeting without the need to be present at the venue and without a proxy and to exercise some or all of their rights fully or partially by means of electronic communication. The Board of Management shall also determine the details of the procedure, to be notified when the Annual General Meeting is announced."

b) The following paragraph 2 shall be added to Article 7 of the Articles of Association:

"2) The Board of Management may provide for shareholders to cast their votes, without the need to be present at the venue, in writing or by means of electronic communication (postal vote). The Board of Management shall also determine the details of the procedure, to be notified when the Annual General Meeting is announced."

c) The previous provisions contained in Article 7 of the Articles of Association shall be added as a separate paragraph to the aforementioned paragraphs.

d) The Board of Management shall file the amendments to the Articles of Association for entry in the Commercial Register only after the German law implementing the Shareholder Rights Directive (ARUG) enters into force and only insofar as the version of the ARUG that has entered into force allows the aforementioned amendments to the Articles of Association.

In connection with the cross-border merger of Münchener Rück Italia S.p.A. into Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as "the Company"), an agreement on co-determination of employees in the Company was concluded which became effective upon entry of the merger in the commercial register on 9 January 2009. Among the provisions of the co-determination agreement are regulations governing the election of the Chairman of the Supervisory Board and his Deputy, on the casting vote of the Chairman of the Supervisory Board and the appointment of members of the Board of Management. These provisions are in accordance with the regulations of the 1976 German Co-Determination Act. In order now to anchor these provisions in the Company’s Articles of Association, the Supervisory Board and the Board of Management therefore propose that the following resolutions be adopted:

a) In Article 12 of the Articles of Association, the following para. 2 shall be added:

"(2) The election of the Chairman and his first deputy shall be made by the Supervisory Board by a majority of two-thirds of its constituent members. The general provisions on requisite majorities shall apply to the election of other deputy chairmen of the Supervisory Board. If the Chairman of the Supervisory Board or first deputy nominated do not obtain the necessary majority in the election, the election of the Chairman of the Supervisory Board and his first deputy shall be put to a second vote. In that vote, the shareholder representatives of the Supervisory Board shall elect the Chairman of the Supervisory Board, and the employee representatives of the Supervisory Board the first deputy, by a majority of the votes cast in each case."

b) In Article 13 of the Articles of Association, the following paras. 2 and 3 shall be added:

"(2) In the event of a Supervisory Board vote being tied, should a second vote on the same motion also result in a tie, the Chairman of the Supervisory Board shall have a casting vote. Article 108 para. 3 of the German Stock Companies Act shall also be applied to the casting vote. The deputies have no entitlement to a casting vote. If committees are formed on the Supervisory Board, the Chairman of the respective committee shall be entitled to a casting vote in the event of a tie, unless otherwise determined for the individual committees by the Supervisory Board.

(3) The Supervisory Board appoints the members of the Company’s Board of Management in accordance with Article 84 of the German Stock Companies Act by a majority of two-thirds of the votes cast. If the requisite majority is not obtained in the initial resolution, the Supervisory Board shall appoint the members of the Board of Management by a majority of the votes cast. The second resolution shall only be possible following a suitable period of refl ection and after the issue has been dealt with in the competent committee, but is thereafter also possible by written consent in lieu of a meeting. This shall also apply mutatis mutandis to dismissal of a member of the Board of Management in accordance with Article 84 of the German Stock Companies Act."