Annual General Meeting 2018
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Agenda
01 a) Submission of the report of the Supervisory Board, the corporate governance report and the remuneration report for the financial year 2017 b) Submission of the adopted Company financial statements, the approved consolidated financial statements, the combined management report for Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München and the Group for the financial year 2017, and the explanatory report on the information pursuant to Section 289a(1) and Section 315a(1) of the German Commercial Code (HGB)
02 Resolution on the appropriation of the net retained profits from the financial year 2017 (updated)
The Supervisory Board and the Board of Management propose that the net retained profits of €1,333,240,008.80 for 2017 be utilised as follows:
| Payment of a dividend of €8.60.on each dividend-bearing, no-par value share | €1,286,030,902.20 |
| Carried forward to new account | €47,209,106.60 |
| Net retained profits | €1,333,240,008.80 |
03 Resolution to approve the actions of the Board of Management
04 Resolution to approve the actions of the Supervisory Board
05 Resolution to approve the new remuneration system for the Board of Managemen
The Annual General Meeting of Munich Reinsurance Company last approved the remuneration system for members of the Board of Management in accordance with Section 120(4) AktG on 27 April 2016; the Annual General Meeting held on 26 April 2017 did not approve the submitted remuneration system for members of the Board of Management. After this resolution of the Annual General Meeting, the Supervisory Board worked intensively on a new remuneration system to come into effect on 1 January 2018, and made corresponding structural changes to the system of remuneration for the Board of Management.
The new remuneration system continues to comply with all legal requirements, and is also much more streamlined and understandable. There is greater focus on the overall responsibility of the Board of Management for business activities, the Company’s results, and performance benchmarked against peers.
The new remuneration system in force since 1 January 2018 is being submitted to the Annual General Meeting for approval. The basis for the determination of remuneration for members of the Board of Management for the 2017 financial year is set out in the remuneration report, which forms part of the combined management report of the Munich Re Group Annual Report 2017 mentioned in agenda item 1. The new remuneration system introduced on 1 January 2018 is also set out and explained there.
Another document that describes further details of the new remuneration system has also been made available.
The remuneration report and the additional document are available on the Internet at www.munichre.com/agm (under “Documents”). They will also be sent to shareholders on request. In addition, they will be available and explained at the Annual General Meeting by the Chairman of the Supervisory Board.
The Supervisory Board and the Board of Management propose that the remuneration system for members of the Board of Management applicable since 1 January 2018 be approved.
06 Resolution on the authorisation of the acquisition and disposal of own shares, the possibility of excluding tender and subscription rights, the retirement of acquired treasury shares, and on the cancellation of the existing authorisation
The Supervisory Board and the Board of Management propose that the following resolutions be adopted:
a) The Company is authorised to buy back shares up to a total amount of 10% of the share capital at the time the resolution is adopted. If at the time this authorisation is first exercised, the existing share capital is lower, that amount shall be deemed material. The authorisation may be exercised as a whole or in partial amounts, on one or more occasions and for one or more purposes by the Company, but also by dependent companies or enterprises in which the Company has a majority shareholding (“Group companies”), or by third parties for its or their account. The shares acquired plus other treasury 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 treasury shares.
b) The shares shall be acquired at the discretion of the Board of Management aa) via the stock exchange; or bb) via a public purchase offer to all shareholders; or cc) via a solicitation to all shareholders to submit sales offers (request to sell); or dd) via a public offer to all shareholders to exchange Munich Re shares for shares in another listed company as defined in Section 3(2) 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 with the same securities number on the last three days of trading prior to the commitment to purchase.
bb) If the shares are bought back via a public purchase offer, the purchase price per share or the upper and lower limits of the price range (excluding incidental expenses) may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities number on the fifth, fourth and third trading day before the date on which the offer is published. If after a public purchase offer there are significant deviations in the relevant share price, the offer may be adjusted. In this case, the basis for determining the purchase price or the purchase price range will be the arithmetic mean of the closing price determined in Xetra trading on the Frankfurt Stock Exchange for Company shares with the same securities number on the fifth, fourth and third trading day before the public announcement of the adjustment. The volume may be restricted. If the offer is oversubscribed, the shareholders’ right to tender shares may be excluded insofar as acceptance is based on quotas. The Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder). The purchase offer may provide for further conditions.
cc) If the Company publicly solicits submission of offers to sell Munich Reinsurance Company shares, the Company may in its solicitation state a purchase price range within which offers may be submitted. The solicitation may provide for a submission period, terms and conditions, and the possibility of adjusting the purchase price range during the submission period if, after publication of the solicitation, significant share price fluctuations occur during the submission period. Upon acceptance, the final purchase price shall be determined from all the submitted sales offers. The purchase price (excluding incidental expenses) for each Company share may not exceed by more than 10% or undercut by more than 20% the arithmetic mean of the closing price of Company shares in Xetra trading on the Frankfurt Stock Exchange on the fifth, fourth and third trading day prior to the date on which the Company accepts 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 excluded insofar as acceptance is based on quotas. The Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder).
dd) In the case of a public offer to exchange Munich Re shares for shares in another listed company (“exchange shares”) as defined in Section 3(2) AktG, a certain exchange ratio may be specified or also determined by way of an auction procedure. A cash benefit may also be provided for as an additional payment to the exchange offered or as compensation for any fractional amounts. In each of these procedures for the exchange of shares, the exchange price or the applicable upper and lower limits of the price range in the form of one or more exchange shares and calculated fractional amounts, including any cash or fractional amounts (excluding incidental expenses), may not exceed by more than 10% or undercut by more than 20% the relevant value of Company shares. The basis for calculating the relevant value of each Company share and of each exchange share shall be the respective arithmetic mean of the closing price in Xetra trading on the Frankfurt Stock Exchange on the fifth, fourth and third trading day before the date on which the exchange offer is published. If the exchange shares are not traded in the Xetra trading system on the Frankfurt Stock Exchange, the basis shall be the closing prices quoted on the stock exchange having the highest average trading volume in respect of the exchange shares in the course of the preceding calendar year. If after a public exchange offer there are significant deviations in the relevant share price, the offer may be adjusted. In this case, the basis for the adjustment shall be the arithmetic mean closing price on the fifth, fourth and third trading day before the date of the public announcement of the adjustment. The volume may be restricted. If the exchange offer is oversubscribed, the shareholders’ right to tender shares may be excluded insofar as acceptance is based on quotas. The Company may provide for preferred acceptance of small lots of shares (up to 100 shares tendered per shareholder). The exchange offer may provide for further conditions.
c) The Board of Management is empowered to use the Company’s shares acquired on the basis of the aforementioned or previously granted authorisations or pursuant to Section 71d sentence 5 AktG for all legally admissible purposes, and in particular as follows:
aa) They may be used for launching the Company’s shares on foreign stock exchanges where they are not yet admitted to trading.
bb) They may be sold directly or indirectly in return for non-cash payment, in particular as part of offers to third parties in connection with mergers or acquisitions of companies or parts of companies, shareholdings or other assets. Selling in this connection may also include the granting of conversion or subscription rights or of warrants and the transferring of shares in conjunction with securities lending.
cc) They may be sold to third parties for cash other than via the stock exchange or via an offer to all shareholders.
dd) They may be used for the hedging of or delivery under warrants or conversion rights or conversion obligations, in particular arising out of or in connection with convertible bonds or bonds with warrants issued by the Company or by one of its dependent Group companies. If treasury shares are offered to all shareholders, the number of shares to which holders of such warrants or conversion rights/obligations would be entitled as shareholders after exercising their conversion right or warrant or meeting their conversion obligation may also be offered to such holders of warrants or conversion rights/obligations.
ee) They may be directly or indirectly offered for purchase and transferred to current or former employees of the Company or its affiliated companies, or to present or former Board members of its affiliated companies. The shares may also be transferred to a third party provided that it is ensured from a legal perspective that such third party will offer and transfer the shares to the persons mentioned above.
The total number of shares that can be transferred on the basis of this authorisation may not exceed more than 1% of the share capital, either at the time of this authorisation or at the time the shares are transferred.
ff) They can be offered to all shareholders in order to enable them to subscribe for treasury shares against full or partial assignment of their right to payment of the dividend arising out of the resolution on the appropriation of profits at the Annual General Meeting (scrip dividend).
gg) They may be retired without a further resolution of the Annual General Meeting being required. Any retirement may be limited to a portion of the bought-back shares. The Board of Management may determine that the shares can also be retired in a simplified process, without reducing the share capital, by adjusting the proportion of the Company’s share capital represented by each of the remaining no-par-value shares. In this case, the Board of Management shall be authorised to adjust the number of no-par-value shares in the Articles of Association.
d) The Supervisory Board is empowered to use Company shares acquired on the basis of the aforementioned or previously granted authorisations or pursuant to Section 71d sentence 5 AktG as follows:
They may be transferred to the members of the Company’s Board of Management as part of their remuneration. This particularly applies if the rules governing the remuneration of the members of the Board of Management require or will require the Board members to invest part of the variable remuneration assigned to them in Company shares that must be held for a specific period of time. If this requirement relates to a variable remuneration component assessed on a multi-year basis, a minimum holding period of around two years shall be stipulated. In all other cases, the minimum holding period shall be approximately four years.
To be eligible, an individual must be a member of the Board of Management either at the time of transfer of, or at the beginning of the assessment period for, the variable remuneration component concerned. The details of remuneration for members of the Board of Management are established by the Supervisory Board. These include rules on how to deal with holding periods in special cases such as retirement, disability or death.
The total number of shares that can be transferred on the basis of this authorisation may not exceed more than 1% of the share capital, either at the time of this authorisation or at the time the shares are transferred.
e) The price at which the shares are launched on other stock exchanges in accordance with subsection c) aa) or sold in accordance with subsection c) cc) may not significantly undercut the opening stock price in Xetra trading on the Frankfurt Stock Exchange determined for Company shares with the same securities number (excluding incidental costs) on the day the shares are launched or the binding agreement with the third party is concluded. In addition, in these cases the sum of the shares sold, together with any shares that may have been or will be issued or sold during the term of this authorisation by directly or indirectly excluding the shareholders’ subscription rights, pursuant to Section 186(3) sentence 4 AktG, may not exceed a total of 10% of the share capital, either at the time this authorisation enters into force or when the shares are issued or sold.
f) Should the Xetra trading system be replaced by a comparable successor system, the latter shall also take the place of the Xetra trading system for the purposes of this authorisation.
g) The authorisations in accordance with subsections c) and d) may be utilised one or more times, partially or wholly, individually or jointly; the authorisations in accordance with subsections c) bb), cc), dd) or ee) may also be utilised by dependent Group companies or enterprises in which the Company has a majority shareholding, or utilised for its or their account by third parties.
h) Shareholders’ subscription rights in respect of these bought-back shares shall be excluded insofar as the shares are used in accordance with the authorisations in subsections c) aa), bb), cc), dd), ee) or d). If the own shares are used for the purpose mentioned in subsection c) ff), the Board of Management shall be authorised to exclude the right of subscription.
i) The authorisation is valid until 24 April 2023. The authorisation to buy back and use own shares granted by the Annual General Meeting on 26 April 2017 is cancelled as from the moment this new authorisation comes into effect.
07 Resolution to elect two members of the Supervisory Board
The proposals of the Supervisory Board are based on the recommendations of 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.
a)
Prof. Dr. rer. nat. Peter Gruss resigned from the Supervisory Board of Munich Reinsurance Company with effect from the end of 30 June 2017. On 4 July 2017, the Registration Court of the Amtsgericht (Local Court) in Munich appointed Dr. iur. Maximilian Zimmerer to replace him as a member of the Supervisory Board.
The Supervisory Board proposes that
Dr. iur. Maximilian Zimmerer, Stuttgart,
Member of the Supervisory Board of Munich Reinsurance Company,
be elected to the Supervisory Board as a shareholder representative for the remainder of Prof. Dr. rer. nat. Peter Gruss’ original term of office, namely until the end of the Annual General Meeting in 2019.
b)
Dr. phil. Ron Sommer has resigned from the Supervisory Board of Munich Reinsurance Company with effect from the close of the Annual General Meeting on 25 April 2018.
The Supervisory Board proposes that
Dr. rer. pol. Kurt Bock, Heidelberg,
Chairman of the Board of Executive Directors at BASF SE,
be elected to the Supervisory Board as a shareholder representative for the remainder of Dr. phil. Ron Sommer’s original term of office, namely until the end of the Annual General Meeting in 2019.
It is intended that the Annual General Meeting should hold individual votes on the election of the members of the Supervisory Board.
The annex to this invitation includes further information abo ut the election of the proposed candidates, in particular their curriculum vitae.
08 Resolution to amend Article 15 of the Articles of Association (remuneration of the Supervisory Board)
In order to take account of the increased demands, particularly for members of the Audit Committee, the remuneration for members of the Audit Committee is also to be raised from €45,000 to €55,000 from 1 January 2019. The same applies to the remuneration for the Chairman of the Supervisory Board. As from 1 January 2019, the remuneration for the Chairman of the Supervisory Board is to be increased to €220,000 (previously: €180,000).
As from 1 January 2019, it is proposed that there should be an increase in remuneration for members of the Standing Committee (from €13,500 to €15,000) and for members of the Personnel Committee (from €27,000 to €30,000).
With respect to the Remuneration Committee newly established on 1 January 2018, members are to initially receive remuneration of €27,000 with effect from 1 January 2018. 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 fee for the Personnel Committee.
In parallel to the Personnel Committee, it is proposed that as from 1 January 2019 the remuneration of the members of the Remuneration Committee is to be increased from €27,000 to €30,000. Likewise, as from 1 January 2019, for members of the Supervisory Board who are on both the Personnel Committee and the Remuneration Committee, their work on the Remuneration Committee will also be covered by their fee for the Personnel Committee.
It is also proposed that there should be no change to the Chairmen of the Committees receiving double the amounts stated for members of the respective committees. The remuneration for the First Deputy to the Chairman of the Supervisory Board is also to remain at one and a half times the remuneration paid to a normal member of the Supervisory Board (new amount: €150,000; previously €135,000).
There is to be no change to the other provisions of Article 15 of the Articles of Association regarding pro rata remuneration (subsection (3)), meeting attendance fees (subsection (4)), due date for fees (subsection (5)), and reimbursement of expenses (subsection (6)).
After these amendments, the level of remuneration paid to members of the Supervisory Board will be in line with comparable DAX 30 companies.
The Supervisory Board and the Board of Management propose that the following resolutions be adopted:
a) Article 15(1) of the Articles of Association is to be reworded as follows:
“(1) Each member of the Supervisory Board shall receive an annual remuneration of 100,000 euros. The Chairman of the Supervisory Board shall receive an annual remuneration of 220,000 euros, and the First Deputy an annual remuneration of 150,000 euros.”
b) Article 15(2) of the Articles of Association is to be reworded as follows:
“(2) Supervisory Board members serving on committees shall receive the following additional amounts:
a) The Chairman of the Audit Committee 110,000 euros; the other members of the Audit Committee 55,000 euros;
b) The Chairman of the Personnel Committee 60,000 euros; the other members of the Personnel Committee 30,000 euros;
c) The Chairman of the Remuneration Committee 60,000 euros; the other members of the Remuneration Committee 30,000 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 fee for the Personnel Committee;
d) The Chairman of the Standing Committee 30,000 euros; the other members of the Standing Committee 15,000 euros;
No additional remuneration shall be paid for serving on the other Supervisory Board committees.”
c) Article 15(7) of the Articles of Association is to be reworded as follows:
“(7) The provisions in paragraphs 1 and 2 shall apply for the first time to the remuneration payable for the financial year 2019. Paragraph 2 c) shall apply retrospectively from the start of the financial year 2018 with the following proviso for the financial year 2018: For his work on the Remuneration Committee, the Chairman of the Remuneration Committee shall receive 54,000 euros; the other members of the Remuneration Committee shall each receive 27,000 euros. Paragraph 2 c) sentence 2 shall apply accordingly for the financial year 2018.”
Documents
AGM 2018
Information regarding item 1 on the agenda
Information regarding item 4 on the agenda
Information regarding item 5 on the agenda
Information regarding item 7 on the agenda
Further details and information
Other documents
Video Transmission
View recording
Munich Re shareholders can follow the entire AGM live via the Shareholder Portal.
Voting Results 2018
Voting results of the Annual General Meeting of the Munich Reinsurance Company on 25 April 2018
At the 131st Annual General Meeting of shareholders on 25 April 2018 held at the ICM – International Congress Center München – 42% of the share capital (44% of the share capital entitled to vote) was represented. Voting on the agenda items was as follows.
| Items | Shares for which valid votes were cast in numbers | Shares for which valid votes were cast in % of the share capital | Yes votes | No votes | Adoption Management proposal in favour in % | |
|---|---|---|---|---|---|---|
| 2 | Resolution on the appropriation of the net retained profits from the financial year 2017 – accepted | 63,136,556 | 40.73% | 62,806,596 | 329,96 | 99.48% |
| 3 | Resolution to approve the actions of the Board of Management – accepted | 65,092,387 | 41.99% | 64,703,072 | 389,315 | 99.40% |
| 4 | Resolution to approve the actions of the Supervisory Board – accepted | 65,164,353 | 42.03% | 64,766,701 | 397,652 | 99.39% |
| 5 | Resolution to approve the new remuneration system for the Board of Management – accepted | 65,046,538 | 41.96% | 59,861,648 | 5,184,890 | 92.03% |
| 6 | Resolution on the authorisation of the acquisition and disposal of own shares, the possibility of excluding tender and subscription rights, the retirement of acquired treasury shares, and on the cancellation of the existing authorisation – accepted | 65,141,199 | 42.02% | 56,872,100 | 8,269,099 | 87.31% |
| 7a | Resolution to elect two members of the Supervisory Board – Dr. iur. Maximilian Zimmerer – accepted | 65,108,821 | 42.00% | 64,341,611 | 767,21 | 98.82% |
| 7b | Resolution to elect two members of the Supervisory Board – Dr. rer.pol. Kurt Bock – accepted | 65,118,280 | 42.00% | 64,680,129 | 438,151 | 99.33% |
| 8 | Resolution to amend Article 15 of the Articles of Association (remuneration of the Supervisory Board) – accepted | 65,054,368 | 41.96% | 63,533,649 | 1,520,719 | 97.66% |
Dividend Notice 2018
– ISIN DE0008430026 (WKN 843 002) –
Dividend Notice
On 25 April 2018, the Annual General Meeting of Münchener Rückversicherungs-Gesellschaft resolved that the net retained profits for 2017 of €1,333,240,008.80 be utilised as follows:
| Payment of a dividend of €8.60 on each dividend-bearing share | €1,286,030,902.20 |
| Carried forward to new account | €47,209,106.60 |
| Net retained profits | €1,333,240,008.80 |
The dividend, which will be subject to deduction of 25% German withholding tax, 5.5% solidarity surcharge on the tax withheld (a total of 26.375%) and, where applicable, also church tax on the tax withheld, will be paid out as from 30 April 2018 as follows:
- For registered shares held in joint custody in the German giro transfer system, the dividend will be paid via Clearstream Banking AG, Frankfurt am Main, to the shareholders' banks, which will credit the relevant amounts to the shareholders' accounts.
- Payment for shares still held in certificated form will be made against submission of Dividend Coupon No. 21 to the paying agent, UniCredit Bank AG or one of its branches.
For shareholders subject to taxation in Germany, the dividend will be paid out without deduction of withholding tax, solidarity surcharge and, where applicable, church tax if they have provided their depository bank with a "Nichtveranlagungsbescheinigung" (certificate from the competent German tax authority confirming that they are not subject to a German tax assessment procedure). The same applies in whole or in part to shareholders who have submitted an exemption application form to their depository bank, provided that the tax exemption amounts allowed for in this application have not already been exhausted by other investment income.
For foreign shareholders, the withholding tax and the solidarity surcharge withheld may be reduced pursuant to the existing agreements for the avoidance of double taxation between the Federal Republic of Germany and the respective foreign country. Applications for the refund of withholding tax must be submitted to the German Federal Central Tax Office, 53225 Bonn, Germany, no later than 31 December 2022.
Munich, April 2018
The Board of Management