At Cologne District Court on 20 June 2008 Kölnische Rückversicherungs-Gesellschaft AG, Cologne, and General Reinsurance Corporation, Wilmington, Delaware, USA, agreed a court settlement with 50 of the total of 73 plaintiffs regarding the partial termination of the proceedings (partial court settlement). The subject matter of the proceedings encompasses rescissory and nullity actions under the German Stock Corporation Act on the part of the plaintiffs against the resolution adopted at the Ordinary General Meeting on 26 June 2007 pertaining to the transfer of the shares of the remaining company shareholders to General Reinsurance Corporation as the principal shareholder pursuant to §§ 327a ff. German Stock Corporation Act in return for the payment of cash compensation (squeeze-out).
In the wake of the partial court settlement the 50 plaintiffs involved have withdrawn their rescissory and nullity actions. In return, in the event that the squeeze-out should enter into force, vis-à-vis the remaining shareholders General Reinsurance Corporation will be obliged to pay a further amount of Euro 16.67 per transferred no-par company share in addition to the cash compensation which is currently on offer to the amount of Euro 148.90. The cash compensation will then total Euro 165.57 per no-par share. The squeeze-out will enter into force subsequent to the withdrawal of all the actions in consequence of a settlement with the remaining plaintiffs who have filed rescissory actions or subsequent to the successful conclusion of the pending fast-track proceedings pertaining to the entry of the squeeze-out in the commercial register. Whether or not one of these prerequisites will materialize cannot currently be predicted with any certainty.
Cologne, 20 June 2008
Kölnische Rückversicherungs-Gesellschaft AG
The Management Board
Theodor-Heuss-Ring 11
50668 Köln