Annual General Meeting 2021

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 2020 financial year are available on the internet at www.munichre.com/agm (under “Documents”). They will also be accessible there during 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.

By the time of the Annual General Meeting, the number of dividend-bearing shares may change. In this case, a proposal for the appropriation of the profit with an unchanged dividend of €9.80 per dividend-bearing, no-par value share, suitably modified in the dividend and appropriations to revenue reserves, will be made to the Annual General Meeting.

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 3 May 2021.

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 15 December 2017, together with the minutes dated 26 July 2019 – 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.

Dr. Benita Ferrero-Waldner has stepped down as a member of the Supervisory Board of Munich Reinsurance Company effective as of the end of the Annual General Meeting on 28 April 2021.

The Supervisory Board proposes that

Dr. Carinne Knoche-Brouillon, Laubenheim,
member of management at C.H. Boehringer Sohn AG & Co. KG,

be elected to the Supervisory Board as a shareholder representative for the remainder of Dr. Benita Ferrero-Waldner’s original term of office, namely until the end of the Annual General Meeting that votes on the approval of the 2023 financial year.

The election proposal of the Supervisory Board is based on the recommendations of the Nomination Committee, and takes 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 percent women and 30 percent men (Section 96(3) AktG). According to the Co-Determination Agreement, the minimum requirement of 30 percent must be fulfilled separately on the employee side and on the shareholder side. Since the responsible bodies have elected five women and five men as the employee representatives to the Supervisory Board for the current term, the minimum share has been fulfilled on the employee side. By electing the proposed candidate to the Supervisory Board, the 30 percent minimum share for shareholders would also be fulfilled (four women and six men).

In Section ‎II. (“Additional information about certain agenda items“), we have added further information about the proposed Supervisory Board candidate, including a curriculum vitae. 

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 Board of Management by the Supervisory Board.

Effective 1 January 2021, the Supervisory Board has adopted a remuneration system for the members of the Board of Management. It meets the standards of Section 87a(1) AktG, all recommendations of the German Corporate Governance Code dated 16 December 2019, (published on 20 March 2020, “GCGC“), as well as the requirements applicable to (re‑)insurance undertakings, particularly the German Insurance Control Act (VAG) and European supervisory rules (Solvency II).

The Supervisory Board proposes that the remuneration system for the members of the Board of Management contained in Section‎II. (“Additional information about certain agenda items”) be adopted.

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 25 April 2018. 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 DAX30 companies; it complies with recommendation G.18 sentence 1 of the GCGC. The Board of Management and the Supervisory Board have come to the conclusion, taking into account the remuneration at comparable DAX30 companies, that some adjustment is needed. To reflect the increasing demands and the resulting workload and time requirements, particularly from the members of the Audit Committee and the Chair of the Supervisory Board, it is proposed to moderately increase the remuneration, with the exception of the attendance fee, effective 1 January 2022.

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 2022, contained in Section ‎II. (“Additional information about certain agenda items”), 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 105,000 euros. The Chair of the Supervisory Board shall receive an annual remuneration of 241,500 euros, and the Deputy Chair an annual remuneration of 157,500 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 126,000 euros; the other members of the Audit Committee 63,000 euros;

b) The Chair of the Personnel Committee 63,000 euros; the other members of the Personnel Committee 31,500 euros;

c) The Chair of the Remuneration Committee 63,000 euros; the other members of the Remuneration Committee 31,500 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 Standing Committee 31,500 euros; the other members of the Standing Committee 15,750 euros.

No additional remuneration shall be paid for serving on the other Supervisory Board committees.”

cc) Article 15(4) of the Articles of Association is amended to read as follows:

“(4) In addition, the members of the Supervisory Board shall receive an attendance fee of 1,000 euros for each attended Supervisory Board meeting and each attended meeting of a Supervisory Board committee except the Conference Committee. Attendance at a meeting shall include attendance via electronic media. If there are several meetings on the same day, the attendance fee shall be paid only once.“

dd) 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 2022.”

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 subitems ‎b) ‎aa), ‎bb) and ‎dd) in the commercial register such that the amendments are entered only after 1 January 2022.

The Authorised Capital 2017 of up to €280,000,000 authorised by the Annual General Meeting on 26 April 2017 expires on 25 April 2022. Since the 2022 Annual General Meeting is expected to take place on 28 April 2022, the Authorised Capital 2017 is to be renewed by up to €117,500,000 now (corresponds to approx. 20% of the current share capital), so that the Company may, if necessary, seamlessly continue to strengthen capital using this instrument 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 26 April 2017

The authorisation granted by the Annual General Meeting on 26 April 2017 regarding an Authorised Capital 2017, as laid down in Article 4(1) of the Articles of Association, is to be cancelled when the new authorisation takes effect 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 27 April 2026 by an amount of up to €117,500,000 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 2021).

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 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 becomes effective 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 necessary in respect of fractional amounts resulting from the subscription ratio;
• insofar as necessary to grant the bearers or creditors (together the “Bearers”) 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) AktG 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 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 analogously 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 non-cash contribution, 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, or any combination of such instruments, 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 becomes effective 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 27 April 2026 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 2021).

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 becomes effective 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 of the 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 bearers 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 becomes effective 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 non-cash contribution, 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 becomes effective 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 2017, under subitem a), in the commercial register such that the cancellation be registered only if the Authorised Capital 2021, to be adopted under subitems b) and c) of this agenda item, is registered at the same time.

The written report from the Board of Management, on the authorisations to exclude subscription rights described in agenda item 8, is contained in Section ‎II. (“Additional information about certain agenda items”).

On 2 March 2021, Munich Reinsurance Company concluded respective profit-transfer agreements with MR Beteiligungen 20. GmbH, MR Beteiligungen 21. GmbH, and MR Beteiligungen 22. GmbH (together referred to as the “MR Companies”). Munich Reinsurance Company holds 100% of the shares in each of the MR Companies. The MR Companies’ corporate objective is the acquisition and management of own assets, in particular shares in other companies, and the taking over of the personal liability and management of other companies. Transacting business that requires state approval is not part of the MR Companies’ corporate objective.

The MR companies were incorporated so that Munich Reinsurance Company may potentially, at a later date, contribute or transfer operative business to them. The MR Companies could be used, for example, for business activities that are reasonable to keep organisationally, but not economically, separate from Munich Reinsurance Company. The MR Companies are currently purely shelf companies. No operative business activities are currently planned.

The text of the three profit-transfer agreements concluded by Munich Reinsurance Company with the MR Companies is identical but for the names of the contracting parties. The main provisions of the profit-transfer agreements are as follows:

• The respective MR Company is required to transfer its entire profit to Munich Reinsurance Company, in analogous application of the provisions of Section 301 AktG as amended (or its respective successor provisions).
• The respective MR Company may, with Munich Reinsurance Company’s consent, transfer parts of its profit for the year to other revenue reserves only to the extent permissible under commercial law, and economically justifiable given a reasoned business assessment.
  
• Munich Reinsurance Company is required to absorb any losses by the respective MR Company in analogous application of the provisions of Section 302 AktG as amended (or its respective successor provisions).
  
• The respective profit-transfer agreement requires (i) approval by the respective MR Company’s shareholders meeting, (ii) approval by Munich Reinsurance Company’s Annual General Meeting, and (iii) registration in the commercial register of the respective MR Company.
  

The MR Companies’ shareholders meetings have already approved the respective profit-transfer agreements.

• The profit-transfer agreements and the obligations to absorb losses apply for the first time as of the start of the financial year of the respective MR Company in which the profit-transfer agreement takes effect (upon registration in the respective MR Company’s commercial register).
• The profit-transfer agreements can be terminated with three months’ notice to the end of the respective financial year, for the first time at the end of the minimum term of 5 years. The right to termination for good cause remains unaffected. The good causes expressly listed in the agreements are not exhaustive at civil law.
  
• The profit-transfer agreements contain typical severability clauses that ensure that the respective profit-transfer agreement will be upheld as a whole, particularly in the event that any individual provisions are deemed wholly or partially invalid or impracticable.
  

The Board of Management of Munich Reinsurance Company and the MR Companies’ managements submitted respective joint reports (under Section 293a AktG) explaining and justifying, from a legal and economic standpoint, the contents of and reasons for conclusion of the respective profit-transfer agreements. The joint reports are available, together with the following documents, as of the invitation to the Annual General Meeting, on the Company’s internet site www.munichre.com/agm (under “Documents”):

• The profit-transfer agreement between Munich Reinsurance Company and MR Beteiligungen 20. GmbH dated 2 March 2021
• The profit-transfer agreement between Munich Reinsurance Company and MR Beteiligungen 21. GmbH dated 2 March 2021
• The profit-transfer agreement between Munich Reinsurance Company and MR Beteiligungen 22. GmbH dated 2 March 2021
  
• Munich Reinsurance Company’s adopted annual financial statements and approved consolidated financial statements for the 2018, 2019 and 2020 financial years, and the 2018, 2019 and 2020 combined management reports for Munich Reinsurance Company and the Group.
  

The MR Companies were registered on 16 February 2021 in the commercial register. They have therefore not yet prepared any financial statements or management reports.

Since Munich Reinsurance Company is the MR Companies’ sole shareholder, it was unnecessary to have the contracts audited or to present an auditor’s report (Sections 293b et seq. AktG).

The documents will also be available on the Company’s internet site www.munichre.com/agm (under “Documents”) during the Annual General Meeting.

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

a) The profit-transfer agreement between Munich Reinsurance Company and MR Beteiligungen 20. GmbH dated 2 March 2021 is approved.

b) The profit-transfer agreement between Munich Reinsurance Company and MR Beteiligungen 21. GmbH dated 2 March 2021 is approved.

c) The profit-transfer agreement between Munich Reinsurance Company and MR Beteiligungen 22. GmbH dated 2 March 2021 is approved.

The profit-transfer agreements is intended to be approved by separate votes.