Other Capital Market Information | 13 May 2014 13:40
Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München / Bekanntmachung gemäß Art. 4 Abs. 2 der Verordnung (EG) Nr. 2273/2003
13.05.2014 13:40
Dissemination of a Post-admission Duties announcement, transmitted by
DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München
WKN 843002 / ISIN DE0008430026
Disclosure according to Section 4 para. 2 of Regulation (EC) No. 2273/2003
The Board of Management of Münchener Rückversicherungs-Gesellschaft
Aktiengesellschaft in München ('Munich Re') resolved on 20 March 2014 that
up to 13,000,000 Munich Re shares (ISIN DE0008430026) will be acquired for
a maximum total purchase price (excluding incidental expenses) of EUR 1 bn
via the stock exchange at the conditions stated below in period between 1
May 2014 and, at the latest, the Annual General Meeting on 23 April 2015.
The shares may also be acquired using derivatives in the form of put
options, call options or a combination of both in accordance with the
authorisation granted by the Annual General Meeting on 30 April 2014. The
Company may acquire own shares up to a maximum of 5% of the share capital
at the time of the authorisation (30 April 2014) using options. If shares
are bought back using options, the purchase price to be paid shall be the
option exercise price (excluding incidental expenses).
The Board of Management is thus availing itself of the authorisation to buy
back shares granted by the Annual General Meeting on 30 April 2014.
The share buy-back for a maximum total purchase price (excluding incidental
expenses) of EUR 1 bn shall be carried out in several tranches. The first
tranche with a maximum total purchase price (excluding incidental expenses)
of EUR 250 mio. will be carried out in the period between 14 May 2014 and
08 August 2014 at the conditions stated below.
The buy-back will be carried out in accordance with Section 14 para. 2 and
Section 20 a para. 3 of the German Securities Trading Act in conjunction
with the rules of Commission Regulation (EC) No. 2273/2003 of 22 December
2003 implementing Directive 2003/6/EC of the European Parliament and of the
Council as regards exemptions for buy-back programmes and stabilisation of
financial instruments (hereinafter: EC Regulation 2273/2003). The buy-back
may be carried out on behalf of and for the account of Munich Re using one
or more independent banks. The banks are obliged to carry out the
acquisition of Munich Re shares in keeping with the above-mentioned rules
and to comply with the provisions of the Annual General Meeting
authorisation of 20 April 2011.
The banks will make their decisions regarding the timing of share
acquisitions independently of and without influence by Munich Re, as per
Article 6 para. 3 b) of EC Regulation 2273/2003. Munich Re will thus not
exercise control over the banks' decisions in this respect. The Board of
Management may stop the share buy-back programme and - subject to the
insider trading rules of the German Securities Trading Act - resume it at
any time.
In particular, the banks are obliged to observe the trading conditions of
Article 5 of EC Regulation 2273/2003 and the conditions of this share
buy-back programme.
The purpose of the share buy-back is to retire the repurchased shares in
order to optimise the Company's capital structure.
Independent of the present share buy-back programme, companies of the
Munich Re Group buy and sell own shares to a minor extent on an ongoing
basis for employee share pro-grammes and to safeguard stock appreciation
rights from the long-term incentive plan for the Board of Management and
top executives. In so doing, they comply with the conditions of the
authorisation granted by the Annual General Meeting on 30 April 2014.
The transactions will be published in accordance with EC Regulation
2273/2003; Munich Re will provide regular information on the progress of
the share buy-back programme at www.munichre.com.
Munich, 13 May 2014
The Board of Management
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Language: English
Company: Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München
Königinstraße 107
80802 München
Germany
Internet: www.munichre.com
End of Announcement DGAP News-Service
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