Converium Sets Out Terms for Cash Settlement with Minority Shareholders

January 27, 2003

Swiss-based Converium Holding Ltd, announced terms for a settlement regarding the buy-out of shares of excluded minority shareholders of Converium Ruckversicherung (Deutschland) AG, one of its predecessor companies formerly Zurich Ruckversicherung (Koln) AG), the German-based operations of Zurich Re.

A premliminary agreement was announced at the ordinary shareholders’ meeting of Converium Ruckversicherung (Deutschland) AG on November 21, 2002, which resolved to transfer the stocks of the minority shareholders of Converium Ruckversicherung (Deutschland) AG to Converium AG, Zurich (Switzerland) as the principal shareholder, in return for cash compensation in accordance with German legal provisions. Each minority share was valued at 1,912.10 Euros ($2,069).

Converium’s announcement stated that this resolution “was entered into the commercial register of Converium Ruckversicherung (Deutschland) AG on January 8, 2003 at the District Court of Cologne. Consequently, all stocks of the minority shareholders of Converium Ruckversicherung (Deutschland) AG have been transferred to Converium AG, Zurich (Switzerland). Stock certificates (these still bear the name Zurich Ruckversicherung (Koln) AG) exclusively certify the right to cash compensation until their submission to Converium AG, Zurich (Switzerland).”

The company also indicated that an independent court-appointed expert, Susat & Partner OHG Wirtschaftsprufungsgesellschaft, Hamburg, had examined the deal for fairness, and that interest at 2 percent began to accrue on the date the resolution was registered. The bulletin included further details concerning how minority shareholders could receive the cash compensation in exchange for surrendering their shares.

“We will place compensation amounts that are not claimed by April 28, 2003 by the individuals with the right to compensation with the corresponding district court in Cologne–depository office–with renunciation of the right to reclaim the amounts and approve payment with the instruction that the right to claim compensation be proven through the submission and transfer of the stock certificates to the depository,” the bulletin concluded,” but it also indicated that there could be supplemental payments, should a competent court determine that higher compensation should be paid.

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