Hannover Rueck SE

Registration Form • May 3, 2023

Articles of Association of Hannover Rück SE

3 May 2023

I. General Provisions

Article 1 Company Name, Registered Office

• (1) The name of the Company is Hannover Rück SE.
• (2) Registered Office of the Company is in Hannover.

Article 2 Subject of the Company

• (1) Subject of the Company is reinsurance. The Company can also operate other classes of insurance.
• (2) The Company is entitled to perform all transactions and carry out all measures deemed appropriate to serve the subject of the Company. It may also set up, acquire or invest in other enterprises of a similar or related type, or sell it or sell its shares in it as well as manage such enterprises or limit itself to the administration of its investment. It can outsource its operation wholly or partly to affiliated companies.

II. Share Capital and Shares

Article 5 Amount and Division of Share Capital

• (1) The share capital of the Company amounts to EUR 120,597,134.00. It is divided into 120,597,134 registered no-par shares. The share capital has been raised by means of identity-preserving conversion of the former Hannover Rückversicherung AG into a European Association (SE).
• (2) Form and content of the share certificates, of the dividend coupons and the renewal talons shall be determined by the Executive Board. One certificate can be issued for several shares. Entitlements of the shareholders for securitisation of their shares shall be excluded
• (3) Capital contributions for registered shares need not be paid up in full, if outstanding contributions towards the previous share capital are still payable.
• (4) In the event of an increase in share capital, profit sharing of new shares can be determined in deviation of Article 60 AktG [Aktiengesetz, German Stock Corporation Act].

Article 3 Fiscal Year

The fiscal year shall be the calendar year.

Article 4 Announcements and Information

• (1) Announcements by the Company shall be published in the Bundesanzeiger [German Federal Gazette].
• (2) Information to registered shareholders of the Company may be transmitted by electronic means.

Article 6 Contingent Capital

The share capital is increased contingently by up to EUR 24,119,426.00 through the issue of up to 24,119,426 new registered no-par-value shares with a dividend entitlement effective from the beginning of the financial year in which they are issued

The contingent capital increase shall be used for granting shares to the holders of bonds and/or profitsharing rights with conversion rights or warrants or conversion obligations that are issued by the Company or its subordinate group affiliates on the basis of the authorisation resolution adopted by the Annual General Meeting on 5 May 2021 in the period until 4 May 2026

The shares are to be issued at the price that is determined as the conversion or subscription price in accordance with the aforementioned authorisation resolution. The contingent capital increase will be implemented only to the extent that the bearers of the aforementioned bonds and/or profit-sharing rights exercise their conversion or subscription rights or fulfil any conversion obligations that may be incumbent upon them and insofar as already existing shares are not used for servicing. The Executive Board is authorised to determine the further specifics of implementation of the contingent capital increase.

Article 7 Authorised Capital

(1) The Executive Board is authorised, with the consent of the Supervisory Board, to increase the share capital in the period until 4 May 2026 through the issue of new registered no-par-value shares on one or more occasions, although by not more than a total of EUR 24,119,426.00 against cash and/or non-cash contributions (Authorised Capital 2021 / I).

The Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders

• in order to exclude fractional amounts from the subscription right insofar as this is necessary to qrant the holders of convertible bonds and / or bonds with warrants as well as convertible profitsharing rights issued by the Company or its subordinate group affiliates a subscription right to new shares to the extent to which they would be entitled after exercising their conversion right or warrant or after fulfilment of any conversion obligation, or
• · if the pro-rata amount of the share capital apportionable to the new shares does not exceed 10% of the share capital existing upon entry into force of this authorisation and upon adoption of the resolution regarding exercise of the authorisation and provided the issue price is not significantly lower than the market price. The amount apportionable to shares that are issued or sold during the period of this authorisation on the basis of a corresponding authorisation subject to the exclusion of subscription rights in direct or analogous application of Article 186 (3) Sentence 4 German Stock Corporation Act (AktG) (in conjunction with Article 9 (1) Letter c) ii) of the SE Regulation) shall be counted towards the amount of 10% of the share capital.

In addition, the Executive Board shall be authorised, with the consent of the Supervisory Board, to exclude subscription rights in the case of capital increases aqainst non-cash contributions if the exclusion of subscription rights is in the overriding interest of the Company.

The sum total of shares issued against cash and noncash contributions on the basis of this authorisation subject to the exclusion of subscription rights may not exceed a pro rata amount of the share capital of EUR 12,059,713.00; shares issued to service bonds and/or profit-sharing rights with conversion rights or warrants or conversion obligations shall be counted towards this limit, insofar as the bonds or profit-sharing rights are issued during the period of this authorisation subject to the exclusion of subscription rights; shares sold during the period of this authorisation on the basis of an authorisation to use treasury shares pursuant to Article 71 (1) No. 8 Sentence 5 German Stock Corporation Act (AktG) (in conjunction with Article 9 (1) Letter c) ii) of the SE Requlation) subject to the exclusion of subscription rights shall also be counted.

The Executive Board shall also be authorised, with the consent of the Supervisory Board, to determine the further content of the rights attaching to the shares and the terms of the share issue

(2) The Executive Board is authorised, with the consent of the Supervisory Board, to use an amount of up to EUR 1,000,000 of the authorised capital existing under (1) for the issue of new registered no-parvalue shares as employee shares. For this purpose, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in order to issue the new shares to persons in an employment relationship with the Company or one of its group affiliates. This authorisation may be exercised on one or more occasions, although up to no more than the total amount defined in Sentence 1.

III. Executive Board

Article 8 Composition, Term of Office

• (1) The Executive Board shall consist of no less than two persons. Furthermore, it shall be up to the Supervisory Board to determine the number of members of the Executive Board. The Supervisory Board can appoint a Chairman of the Executive Board.
• (2) The members of the Executive Board are appointed by the Supervisory Board for a term of five years maximum. Re-appointments for five years maximum shall be permissible.

IV. Supervisory Board

Article 10 Composition, Term of Office, Resignation

• (1) The Supervisory Board shall consist of nine members appointed by the General Meeting. Of these nine members, three shall be appointed on recommendation by the employees. The General Meeting shall be bound by these recommendations the appointment of the employees' for representatives. Other than that, the General Meeting shall not be bound to proposed candidates. In the event that legal provisions concerning involvement of employees in a European Association (SE Beteiligungsgesetz – SEBG German Employees Involvement Act) provide for a different appointment procedure for representatives of the employees to the Supervisory Board, the employees' representatives shall be appointed according to the agreed appointment procedure.
• (2) The following persons are appointed members of the Supervisory Board until termination of the General Meeting after approval for the first fiscal year of the Hannover Rück SE, for no longer than three years:
  • · Herbert K. Haas, Burgwedel, Chairman of the Management Boards of Talanx AG, HDI Haftpflichtverband der Deutschen Industrie V.a.G.,

Article 9 Management, Representation

• (1) The Executive Board shall direct the business of the Company according to the law and the Articles of Association as well as according to rules of procedure. In so far as the Supervisory Board does not issue rules of procedure for the Executive Board, the Executive Board shall issue such rules of procedure itself.
• (2) The Company shall be represented by two members of the Executive Board or by one member of the Executive Board jointly with one holder of power of procuration.
• (3) Resolutions of the Executive Board shall be passed with simple majority of votes unless a different majority is prescribed by mandatory law.
  • · Dr. Klaus Sturany, Dortmund, former member of the Management Board of RWE AG,
  • · Wolf-Dieter Baumgartl, Berg, former Chairman of the Management Boards of Talanx AG, HDI Haftpflichtverband der Deutschen Industrie V.a.G..
  • · Dr. Andrea Pollak, Vienna, Austria, Management Consultant,
  • · Dr. Immo Querner, Hannover, member of the Management Boards of Talanx AG, HDI Haftpflichtverband der Deutschen Industrie V.a.G.,
  • · Dr. Erhard Schipporeit, Hannover, former member of the Management Board of E.ON AG

The first fiscal year of Hannover Rück SE is the fiscal year in which the change of corporate form of Hannover Rückversicherung AG into a European Association (SE) is registered in the commercial register of the Company.

The remaining three members of the first Supervisory Board shall be appointed on recommendation by the employees.

(3) Subject to the preceding Subsection 2 the members of the Supervisory Board shall be appointed until termination of the General Meeting providing formal approval for the fourth fiscal year after commencement of the term, however, for no longer than for six years. The fiscal year during which the term begins shall not be included in this calculation. Concerning re-appointment the first sentence of this Subsection applies mutatis mutandi. The General Meeting can determine a shorter term for the members of the Supervisory Board it is to elect.

• (4) Every member of the Supervisory Board can resign from his membership by adhering to a notice period of one month even without an important reason by written notice to the Company, represented by the Executive Board and the Chairman of the Supervisory Board (if notice is given by the Chairman himself, to his Deputy). The Chairman of the Supervisory Board may choose to forgo adherence to this notice period.
• (5) Appointment for a successor of a member who has resigned prior to termination of his term shall be for the remaining period of the term of the resigned member

Article 11 Chairman, Deputy Chairman, Committees

• (1) Following the ordinary General Meeting during which the Supervisory Board has been newly appointed, a meeting shall take place without special invitation during which the Supervisory Board, chaired by the oldest member of the Supervisory Board in terms of age shall elect from among its members the Chairman and the Deputy Chairman. The election is for the term of membership of the member of the Supervisory Board in question. In the event that one of the elected persons resigns from his office, the Supervisory Board must immediately conduct a new election.
• (2) The Supervisory Board may form committees from among its members and authorise them to pass resolutions, as far as permitted by law.

Article 12 Convening, Adoption of Resolutions

(1) Meetings of the Supervisory Board shall be convened by the Chairman or his Deputy as often as required by law or by the operation of the Company.

• (2) Members of the Supervisory Board who are prevented from taking part in person in a meeting of the Supervisory Board or its committees, may ask another member of the Supervisory Board to hand in their written vote.
• (3) The Supervisory Board is quorate if at least two thirds of the members of which it must consist are present; deemed present are also members whose vote is cast according to Subsection 2. The meeting is chaired by the Chairman or - in case of his absence - by his Deputy. If both are prevented from taking part, the meeting shall be chaired by the oldest member of the Supervisory Board present in terms of age, and representing the shareholders.
• (4) Resolutions require the majority of votes cast unless provided differently by law. In the event of a tie also concerning elections - the vote of the Chairman shall be the ruling vote. Voting procedures are determined by the Chairman of the meeting.
• (5) Resolutions can also be passed without convening a meeting by way of written facsimile or telephone ballot or by way of e-mail with digital signature if the Chairman arranges this procedure and the majority of the members of the Supervisory Board do not disagree. Such resolutions are acknowledged by the Chairman in writing and are sent to all members.
• (6) The Chairman and in case of his absence his Deputy shall be entitled to make declarations of intent on behalf of the Supervisory Board which are required for the implementation of the resolutions of the Supervisory Board and its committees and to accept statements on behalf of the Supervisory Board.
• (7) A memorandum has to be prepared concerning the proceedings of the Supervisory Board which is to be signed by the Chairman.

Article 13 Measures and Transactions Requiring Approval

• (1) The Executive Board shall carry out the following measures and transactions only with the approval of the Supervisory Board:
  • a) adoption of strategic principles and objectives,
  • b) adoption of the annual profit planning,
  • c) issuing or changing of investment guidelines,
• d) concluding, changing or terminating of intercompany agreements as well as of essential cooperation agreements,
• e) adoption of medium and long-term Company and partial group planning.
• (2) If the annual profit planning approved according to Subsection 1 (b) contains transactions which require authorisation as defined by Subsection 1, individual authorisations by the Supervisory Board shall not be required if the Supervisory Board has expressly declared them superfluous when adopting the annual profit planning.
• (3) The Supervisory Board may resolve to determine further measures which require its approval. Approval can be given in the form of a general authorisation for a list of determined transactions. Such authorisation must name the exact transactions in question as well as give the purpose and the timeframe during which they have to be executed.

Article 14 Remuneration

• (1) The members of the Supervisory Board receive an annual fixed remuneration as well as reimbursement for their expenses. The Chairman receives two-anda-half times the remuneration, the Deputy receives one-and-a-half times the remuneration.
• (2) The remuneration for the members of the Supervisory Board will be determined for the first time for the financial year 2021 and will be set at EUR 75,000.00 per member until further notice. The remuneration for the Chairman will amount to EUR 187,500.00, the remuneration for the Deputy Chairman of the Supervisory Board will amount to EUR 112,500.00. Supervisory Board members who

V. General Meeting

Article 15 Place, Convening, Ordinary and Virtual General Meeting of Shareholders

(1) The General Meeting shall take place at the Company's registered address, in a community in the district of Hannover or in a community in the Federal Republic of Germany with more than 100,000 inhabitants.

were a member of the Supervisory Board for only part of the financial year will receive the remuneration on a pro rata basis. This applies accordingly for memberships of Supervisory Board committees.

• (3) The remuneration for the members of the Finance and Audit Committee will be determined for the first time for the financial year 2021 and will be set at EUR 25,000.00 per member until further notice. The remuneration for the members of the Supervisory Board Committee for Executive Board Matters will be determined for the first time for the financial year 2021 and will be set at EUR 15,000.00 per member until further notice. The chairman of the committee will receive twice this amount
• (4) The members of the Supervisory Board will be paid an attendance fee of EUR 1,000.00 for participating in Supervisory Board meetings and for participating in meetings of Supervisory Board committees along with reimbursement of their expenses.
• (5) The remuneration components mentioned under paragraph 2 and paragraph 3 for a financial year will become due after the General Meeting, which will pass a resolution to approve the Supervisory Board for the relevant financial year. The attendance fee mentioned under paragraph 4 will become due at the start of the relevant meeting and will be transferred to the members of the Supervisory Board as well as the remaining remuneration components. If two or more meetings of the Supervisory Board or its committees fall on one day, a total of only one attendance fee shall be due. The Company reimburses any value added tax payable on remuneration and attendance fees. where such tax is incurred.

(2) The General Meeting shall be convened at least 36 days prior to the day of the meeting. The day of the General Meeting and the day of convening the meeting shall not be included in the 36 days.

• (3) The ordinary General Meeting shall take place within the first six months after the end of each fiscal year. It passes resolutions particularly concerning the formal approval of the actions of the members of the Executive Board and the Supervisory Board as well as concerning profit appropriation.
• (4) The Executive Board shall be authorized to provide for the General Meeting to be held without the physical presence of the shareholders or their authorised representatives at the location of the General Meeting (virtual General Meeting). The authorization shall apply to the holding of virtual General Meetings for a period of two years after this provision of the Articles of Association has been entered in the Company's commercial register.

Article 16 Participation Right, Voting Rights

• (1) Eligible for participation in the General Meeting and to exercising voting rights shall be those shareholders who have signed up in due time for participation in the General Meeting and who are entered into the share register for the declared shares. Registration has to be received at the address notified in the invitation letter no later than 6 days before the General Meeting. The day of the General Meeting and the day of receipt are excluded
• (2) Voting can be exercised by proxy. The authorisation, its withdrawal and proof of authorisation towards the Company require written or electronic form. Details concerning the authorisation shall be notified together with the invitation letter to the General Meeting in which an alleviation of the requirement of written or electronic form can also be decided. Article 135 AktG (German Stock Corporation Act) remains unaffected.
• (3) In the event that the Company has nominated proxy holders and if these proxy holders are authorised to exercise voting rights, the authorisation can be given within the framework of legal provisions in any manner approved by the Company. Details of the authorisation shall be published together with the invitation letter to the General Meeting in the Company's gazette.
• (4) The Executive Board is authorised to make provisions that in General Meetings shareholders

can exercise all or individual rights partly or wholly by means of electronic communication (online participation) without being present at the venue and without a proxy. The Executive Board can regulate details of scope and procedure of the online participation.

• (5) The Executive Board is authorised to make provisions that shareholders can cast their votes in writing or by way of electronic communication also without participating in the General Meeting (postal vote). The Executive Board can regulate procedures for the postal vote in detail.
• (6) In the event of a virtual General Meeting, members of the Supervisory Board may participate by means of video and audio transmission; however, this shall not apply to the Chair of the meeting in the meaning of Article 17 (1) of the Articles of Association.

Article 17 Chair, Transmission of the Meeting

• (1) The Chairman of the Supervisory Board shall chair the General Meeting, in the event of his absence his Deputy. If both are prevented from participating, the chair is taken by the oldest member in terms of age of the Supervisory Board of the shareholders.
• (2) The Chairman regulates the procedure of the General Meeting. In particular he determines the sequence in which the items on the agenda are covered, the manner, form and sequence of ballots as well as the sequence of speakers.
• (3) The Chairman can allocate and restrict appropriate time for questions (including the right to follow-up questions) and speeches of the shareholders. He is particularly entitled to set, at the beginning or in the course of the General Meeting, an appropriate timeframe for the entire procedure of the General Meeting as well as for individual items on the agenda or for individual speakers.
• (4) The Chairman can order video and / or sound transmission of the General Meeting in a manner determined by him if this has been announced in the invitation to the General Meeting.

Article 18 Adoption of Resolutions

• (1) Voting rights start with the complete payment of capital contributions. Each no-par share grants one vote.
• (2) Unless there are mandatory legal provisions to the Hannover Rück SE | Statute

contrary, resolutions of the General Meeting shall be adopted by simple majority of the votes cast, and, in as far as a capital majority is mandatory, by simple majority of the share capital represented at the time of adoption of the resolution. Resolutions concerning changes of the Articles of Association can be adopted by simple majority of votes cast as long as no less than half of the share capital is represented and if a higher capital majority is not compulsory by law.

VI. Advisory Board

Article 20 Advisory Board

(1) The Supervisory Board may establish an Advisory Board with no more than ten members in order to promote business relations. The Advisory Board advises the Executive Board in fulfilling its tasks.

VII. Annual Financial Statement and Profit Appropriation

Article 21 Annual Financial Statement

Within the first ten months of a fiscal year the Executive Board shall present the Supervisory Board and the annual auditor with a balance sheet, income statement, notes (annual financial statement) and the management report for the past fiscal year. After preparation of the audit report it shall be forwarded to the Supervisory Board without delay. Before that, the Executive Board has to be afforded an opportunity to express its opinion.

Article 22 Profit Appropriation

(1) Once the Executive Board and the Supervisory Board have assessed the annual financial statement, they can allocate up to half of the amount remaining after deduction of statutory reserves and after deduction of possible losses carried-forward to other revenue reserves. Over and above that they may allocate further parts of the annual profit to other revenue reserves as long as the other revenue reserves do not exceed the amount of half of the share capital due to this additional allocation.

Article 19 Elections

If no majority can be achieved at the first ballot, a second ballot between the two contenders with the most votes shall take place. If more than two contenders have received the same number of votes at the first ballot as well as in the event of a tie within the framework of the second ballot, the Chairman's vote shall be decisive.

• (2) The members of the Advisory Board shall be appointed by the Supervisory Board for a period of no more than five years. The Supervisory Board also determines the remuneration for the members of the Advisory Board.
• (3) The Supervisory Board may issue rules of procedure for the Advisory Board.
• (2) In the resolution on the appropriation of the balance sheet profit the General Meeting may allocate further amounts to profit reserves or carry them forward.
• (3) In the case of partially paid shares, dividends are calculated according to the amount of the paid contribution. For contributions which are made in the course of a fiscal vear, the start of entitlement to dividends can be determined to be either the time of payment of the contribution, or can be rescheduled back to the beginning of the fiscal year or can be postponed to the beginning of the new fiscal year.
• (4) With approval of the Supervisory Board the Executive Board can make an advance payment to shareholders after expiration of the fiscal year based on the anticipated balance sheet profit.
• (5) Within the framework of statutory provisions the General Meeting can decide to pay a dividend in kind in addition to or in lieu of the cash dividend.

VIII. Amendments to the Articles of Association

Article 23 Articles of Association

The Supervisory Board is authorised to amend the Articles of Association if only the wording is concerned.

IX. Formation Expenses

Article 24 Formation Expenses

Formation expenses relating to the conversion of Hannover Rückversicherung AG to Hannover Rück SE shall be borne in full by the Company.

Published by Hannover Rück SE Karl-Wiechert-Allee 50 30625 Hannover Germany