Annual General Meeting 2022

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 2021 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 11.00 Euro per dividend-bearing, no-par-value share, suitably modified in the Payment of a dividend and Appropriations to other revenue reserves items, 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 2022.

The auditor was appointed by the Supervisory Board, under a special rule for (re-) insurance undertakings (Section 341k (2) HGB (former version) in conjunction with Section 318 (1) sentence 1 HGB), up to and including the financial year 2021. Due to a change in the law, the Company’s Annual General Meeting will elect the auditor for the first time for the 2022 financial year.

Based on the recommendation of the Audit Committee, the Supervisory Board proposes to appoint Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart

• as the auditor and Group auditor, as well as the auditor for the solvency balance sheets, for the 2022 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 2022 financial year, and for any additional mid-year financial information for the 2022 financial year and the first quarter of the 2023 financial year. 

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

Since the change to the German Stock Corporation Act (Aktiengesetz - AktG) by the Act Implementing the Shareholders’ Rights Directive (ARUG II), the Board of Management and the Supervisory Board are to prepare a remuneration report annually under Section 162 AktG. The remuneration report under Section 162 AktG 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 2021 financial year, which was prepared in accordance with Section 162 AktG and audited.

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

On 13 October 2021, the Supervisory Board resolved that its Standing Committee should regularly deal with sustainability (environmental, social, governance – ESG) issues. This allocation is subject to the responsibilities already held by other Supervisory Board committees, for example the Audit Committee, which is responsible for monitoring the appropriateness and effectiveness of the risk management system – including ESG risks.

In order to underscore the Standing Committee’s responsibility for sustainability issues, it is to be renamed the “Praesidium and Sustainability Committee.” This will make it necessary to amend Article 15 (2) sentence 1 d) of the Articles of Association, though the amount of remuneration for committee work is to remain unchanged.

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

Article 15 (2) sentence 1 d) of the Articles of Association is to be reworded as follows:

The words “of the Standing Committee” are to be respectively replaced by the words “of the Praesidium and Sustainability Committee”.

Article 15 (2) sentence 1 d) of the Articles of Association is thus to read as follows, in future:

“d) The Chairman of the Praesidium and Sustainability Committee 31,500 euros; the other members of the Praesidium and Sustainability Committee 15,750 euros.”

The temporary authorisation to acquire and dispose of own shares, granted by the Annual General Meeting on 29 April 2020, expires on 28 April 2023 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 shares until and including 27 April 2025, 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 or enterprises 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 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 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 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) per 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 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 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 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 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 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 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 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 together 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 can be offered to all shareholders in order to enable them to subscribe for own 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 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 (excluding incidental costs) 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 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 treasury 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 the right of subscription. 

The utilised own shares subject to the exclusion of subscription rights may not exceed 10% of the share capital, either at the time this authorisation takes effect or at the time the shares are used. This 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 or 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 dispose of own shares granted by the Annual General Meeting The authorisation to acquire and dispose of own shares granted by the Annual General Meeting on 29 April 2020 is cancelled as from the moment this new authorisation comes into effect.