Ad-hoc | 11 June 2003 23:51

Hannover Rückvers. english

Combined capital increase against cash and contribution in kind Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– NOT FOR DISTRIBUTION IN THE UNITED STATES Hanover, 11 June 2003: The Executive Board of Hannover Re decided and received supervisory board approval tonight to increase shareholders equity by means of a combination of a capital increase against cash and a capital increase against contribution in kind, each from authorised capital and excluding pre-emptive rights of existing shareholders. 10% capital increase against cash: The 9,716,392 new shares from the capital increase against cash are being offered on 12 June 2003 by Dresdner Kleinwort Wasserstein to institutional investors in Europe and the U.S. in a private placement by means of an accelerated bookbuilding. C. 13% capital increase against contribution in kind: In the context of the capital increase against contribution in kind, Talanx AG, the intermediate holding company of HDI Group, will contribute its shares in HDI Reinsurance Ireland Ltd. (HDI Re) into Hannover Re effective 1 July 2003 against issuance of new shares. Based on a valuation report of a renowned international auditing firm, the value of HDI Re has been agreed at EUR 310 million. At the effective date of contribution, the shareholders equity of the contributed company will amount to approximately EUR 180 million. Furthermore, the company holds a portfolio of reinsurance contracts, guaranteed for 10 years, with an estimated net portfolio value of some EUR 130 million. There will be no goodwill resulting from this transaction. The number of new shares issued to Talanx AG as compensation for its participation in the capital increase against contribution in kind will be determined by the issue price per share resulting from the capital increase against cash. Strengthening of equity capital base: As a result of the two capital increases, the Executive Board expects an increase in shareholders equity of approximately EUR 500 million. end of ad-hoc-announcement (c)DGAP 11.06.2003 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Expected future shareholder structure: Based on todays closing price the free float of Hannover Re is expected to rise to c. 28% as a result of the two capital increases, the 75% stake currently held by Talanx is expected to decrease to c. 72%. Lock-up: Hannover Re as well as Talanx and its subsidiaries have agreed with Dresdner Kleinwort Wasserstein to submit to a lock-up period of six months in respect of any further capital market transactions in Hannover Re shares. Contact: Roland Vogel (Phone.: +49/ 511/ 56 04-12 00, Fax: +49/ 511/ 56 04-68 92, E-Mail: roland.vogel@hannover-re.com). This ad-hoc release is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares in Hannover Rückversicherungs-Aktiengesellschaft (the “Shares”) may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) unless registered under the Securities Act or pursuant to an exemption from such registration. The Shares have not been and will not be registered under the Securities Act. ——————————————————————————– WKN: 840221; ISIN: DE0008402215; Index: MDAX Listed: Amtlicher Markt in Frankfurt (Prime Standard) und Hannover; Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, München und Stuttgart 112351 Jun 03