Annual Report 2018

Responsibility

In order to efficiently perform its tasks the Supervisory Board has formed various committees. The Standing Committee prepares remuneration-related matters of content relating to the Executive Board for discussion and adoption of a resolution by a full meeting of the Supervisory Board.
Objective, structure and system of Executive Board remuneration

The total remuneration of the Executive Board and its split into fixed and variable components conform to regulatory requirements – especially the Provisions of the Act on the Adequacy of Management Board Remuneration (VorstAG) and of Art. 275 Commission Delegated Regulation (EU) 2015 / 35 and supplemented by those of the Regulation on the Supervisory Law Requirements for Remuneration Schemes in the Insurance Sector (VersVergV). An independent expert’s report from September 2018 confirms that the system of remuneration meets the requirements of Art. 275 Commission Delegated Regulation (EU) 2015 / 35 for a remuneration policy and remuneration practices that are in line with the undertaking’s business, strategy and risk profile.

The amount and structure of the remuneration of the Executive Board are geared to the size and activities of the company, its economic and financial position, its success and future prospects as well as the customariness of the remuneration, making reference to the benchmark environment (horizontal) and the remuneration structure otherwise applicable at the company (vertical). The remuneration is also guided by the tasks of the specific member of the Executive Board, his or her individual performance and the performance of the full Executive Board.

With an eye to these objectives, the remuneration system has two components: fixed salary / non-cash compensation and variable remuneration. The variable remuneration is designed to take account of both positive and negative developments. Overall, the remuneration is to be measured in such a way that it reflects the company’s sustainable development and is fair and competitive by market standards. In the event of 100% goal attainment the remuneration model provides for a split into roughly 40% fixed remuneration and roughly 60% variable remuneration.

Fixed remuneration (approx. 40% of total remuneration upon 100% goal attainment)

Components	Measurement basis / parameters	Condition of payment	Paid out
Measurement basis and payment procedures for fixed remuneration
Basic remuneration; Non-cash compensation, fringe benefits: Accident, liability and luggage insurance, company car for business and – if desired – personal use (tax on the non-cash benefit payable by the Board member), reimbursement of travel expenses and other expenditures incurred in the interest of the company	Function, responsibility, length of service on the Executive Board The annual fixed salary is determined upon appointment for the entire term of the appointment.	Contractual stipulations	12 equal monthly instalments

Variable remuneration (approx. 60% of total remuneration upon 100% goal attainment)

The profit- and performance-based remuneration (variable remuneration) is contingent on certain defined results and the attainment of certain set targets. The set targets vary according to the function of the Board member in question. The variable remuneration consists of a profit bonus and a performance bonus.

The variable remuneration is defined at the Supervisory Board meeting that approves the consolidated financial statement for the financial year just ended.

The following chart summarises the make-up of the variable remuneration components. For details of measurement and payment procedures please see the two tables following the chart.

Component	Measurement basis / parameters	Condition of payment
Measurement bases / conditions of payment for variable remuneration
Profit bonus
Proportion of variable remuneration: Chief Executive Officer / Chief Financial Officer: 70%; Board member with divisional responsibility: 50%	The profit bonus is dependent on the risk-free interest rate and the average Group return on equity (RoE) of the past three financial years. An individually determined and contractually defined basic amount is paid for each 0.1 percentage point by which the RoE of the past three financial years exceeds the risk-free interest rate. Goal attainment of 100% corresponds to an RoE of 8.8% plus the risk-free interest rate (2018: 0.42%). Goal attainment can amount to a maximum of 200% and a minimum of -100%. The IFRS Group net income (excluding non-controlling interests) and the arithmetic mean of the IFRS Group shareholders’ equity (excluding non-controlling interests) at the beginning and end of the financial year are used to calculate the RoE. The risk-free interest rate is the average market rate for 10-year German government bonds over the past five years, with the average being calculated on the basis of the respective interest rate at year-end.	Contractual stipulations Attainment of three-year targets Decision of the Supervisory Board

Performance bonus The performance bonus for the Chief Executive Officer and the Chief Financial Officer is arrived at from individual qualitative and, as appropriate, quantitative targets defined annually by the Supervisory Board that are to be accomplished in the subsequent year. For members of the Executive Board with responsibility for a certain division, the performance bonus consists in equal parts of the divisional bonus and the individual bonus.
Divisional bonus Proportion of variable remuneration: Board member with divisional responsibility: 25%	The basis for the divisional bonus is the return generated on the capital allocated to the division in the respective 3-year period just ended (= RoCA (Return on Capital Allocated)). An individually determined amount specified in the service contract is calculated for each 0.1 percentage point by which the average 3-year RoCA exceeds the level of 0%. Goal attainment of 100% is achieved in property and casualty reinsurance with a RoCA of 9.1% and in life and health reinsurance with a RoCA of 10.1%. These RoCA values are above the cost of capital and thus generate positive intrinsic value creation (IVC) ¹. Goal attainment can amount to a maximum of 200% and a minimum of -100%. The method used to calculate the IVC as a basis for determining the divisional performance is checked by independent experts. The divisional bonus is determined by the Supervisory Board according to its best judgement. The determination also takes into account, in particular, the contribution made by the business under the responsibility of the Board member concerned to the achieved divisional performance and the relative change in the average IVC in the remuneration year. The Supervisory Board may make additions to or deductions from the arithmetically calculated values at any time in the event of over- or underfulfilment of the criteria.	Attainment of three-year targets Contractual agreement Decision of the Supervisory Board according to its best judgement
Individual bonus Proportion of variable remuneration: Chief Executive Officer / Chief Financial Officer: 30%; Board member with divisional responsibility: 25%	Personal qualitative, quantitative targets (individual contribution to the overall result, leadership skills, innovative skills, entrepreneurial skills, specific features of area of responsibility). The individual bonus for goal attainment of 100% is contractually stipulated. Over- and underfulfilment result in additions / deductions. A General Performance Bonus geared to the individual overall performance of the member of the Executive Board can be determined by the Supervisory Board as part of the individual bonus. The minimum individual bonus amounts to EUR 0 and the maximum is double the bonus payable upon complete goal attainment.	Attainment of annual targets Decision by the Supervisory Board according to its best judgement.
¹ An instrument of value-based management used to measure the attainment of long-term goals on the level of the Group, business groups and operational units (see also "Value-based management").

Payment procedures for the total variable remuneration

Of the total amount of defined variable remuneration, a partial amount of 60% is paid out in the month following the Supervisory Board meeting that approves the consolidated financial statement. The remaining amount of 40% is initially withheld as explained below with a view to encouraging long-term value creation:

Payment procedures for the total variable remuneration
Short-term	Medium-term	Long-term
60% of the variable remuneration with the next monthly salary payment following the Supervisory Board resolution	20% of the variable remuneration in the bonus bank; withheld for three years; the positive amount contributed three years prior to the payment date is available for payment, provided this does not exceed the balance of the bonus bank in light of credits / debits up to and including those for the financial year just ended; an impending payment not covered by a positive balance in the bonus bank is omitted; a positive balance in the bonus bank is carried forward to the following year after deduction of any payment made; a negative balance is not carried forward to the following year; loss of claims due from the bonus bank in special cases: resignation from office without a compelling reason; contract extension on the same conditions is rejected; no interest is paid on credit balances.	Automatic granting of virtual Hannover Re share awards (HR-SAs) with a value equivalent to 20% of the variable remuneration; payment of the value calculated at the payment date after a vesting period of four years; value of the share on awarding / payment: unweighted arithmetic mean of the Xetra closing prices five trading days before to five trading days after the meeting of the Supervisory Board that approves the consolidated financial statement; additional payment of the sum total of all dividends per share paid out during the vesting period; changes in a cumulative amount of 10% or more in the value of the HR-SAs caused by structural measures trigger an adjustment; the Board member has no entitlement to the delivery of shares.
Negative variable total bonus = payment of EUR 0 variable remuneration. Any minus value of the variable total bonus for a financial year is transferred in full to the bonus bank (see “Medium-term” column).

Handling of payment of variable remuneration components in special cases

In the event of voluntary resignation or termination/dismissal by the company for a compelling reason or if an offered contract extension on the same conditions (exception: the member of the Executive Board has reached the age of 60 and has served as a member of the Executive Board for two terms of office) is declined, all rights to payment of the balances from the bonus bank and from the HR-SAs are forfeited.

If the contractual relationship ends normally prior to the end of the vesting period for the bonus bank or HR-SAs, and if a contract extension is not offered, the member of the Executive Board retains his entitlements to payment from the bonus bank – making reference to a defined forward projection of the bonus bank – and for already awarded HR-SAs.

All claims to the allocation of amounts to the bonus bank and / or awarding of HR-SAs after leaving the company are excluded. In cases where an individual leaves the company because of non-reappointment, retirement or death this shall not apply with respect to claims to variable remuneration acquired (pro rata) in the final year of the Board member’s work for the company.
Variable remuneration under the old remuneration structure (until 2011)

The virtual stock option plan with stock appreciation rights existing under the old remuneration structure has been terminated because all stock appreciation rights have been exercised. Of the stock appreciation rights granted in previous years, active and former members of the Executive Board exercised amounts totalling EUR 63.6 thousand (previous year: EUR 0.6 million) in 2018.
Continued payment in case of disability

In the event of temporary incapacity for work the fixed annual salary shall continue to be paid in the same amount, at most until termination of the service contract.

If a member of the Executive Board is permanently incapacitated for work during the period of the service contract, the service contract shall terminate at the end of the sixth month after which the permanent incapacity for work is established – although no later than at the end of the service contract.
Other information

The contracts of the Board members do not include a commitment to benefits in the event of a premature termination of employment on the Executive Board owing to a change of control.

With regard to Item 4.2.3. Para. 2 “Caps on the amount of variable compensation elements in management board contracts” and Item 4.2.3 Para. 4 “Caps on severance payments in management board contracts” of the German Corporate Governance Code, we would refer the reader to our remarks in the 2018 Declaration of Conformity contained in the section “Statement of enterprise management practices”of this Group Annual Report.

Amount of remuneration received by the Executive Board

The total remuneration received by the Executive Board of Hannover Rück SE on the basis of its work for Hannover Rück SE and the companies belonging to the Group is calculated from the sum of all the components set out in the following table pursuant to DRS 17.

The remuneration (excluding pension payments) received by former members of the Executive Board totalled EUR 54.1 million (EUR 0.2 million).

Table as Excel file:

Total remuneration of the active members of the Executive Board pursuant to DRS 17 (modified in 2010)								Total	Number of share awards⁶ 2017 = Actual 2018 = Estimate
Name	Financial year	Non-performance-based remuneration		Performance-based remuneration¹
		Basic salary	Non-cash compensation / fringe benefits²	Short-term		Medium-term	Long-term
				Variable remuneration payable		Bonus bank	Share awards
in EUR thousand				60%³	Netted remuneration from seats with Group bodies	20% (allocation)⁴	20% (allocation)⁵
Ulrich Wallin	2018	630.4	13.5	700.7		233.6	233.6	1,811.8	1,982
	2017	605.9	13.9	682.6		227.5	227.5	1,757.4	2,007
Sven Althoff	2018	320.0	16.7	335.5		111.9	111.9	896.0	917
	2017	296.7	16.7	305.8		101.9	101.9	823.0	982
Claude Chèvre	2018	380.0	10.9	346.2		115.3	115.3	967.7	1,017
	2017	380.0	1.8	404.1		134.8	134.8	1,055.5	1,127
Jürgen Gräber ⁷	2018	429.2	13.4	455.8		151.9	151.9	1,202.2	1,432
	2017	463.4	15.0	446.9		149.0	149.0	1,223.3	1,446
Dr. Klaus Miller	2018	389.3	1.5	322.8		107.6	107.6	928.8	945
	2017	374.0	3.1	333.0		111.0	111.0	932.1	948
Dr. Michael Pickel	2018	440.0	14.7	459.5	5.0	153.2	153.2	1,220.6	1,260
	2017	374.0	19.8	321.7	3.3	107.2	107.2	929.9	1,063
Roland Vogel	2018	460.0	16.2	521.5	60.8	173.8	173.8	1,345.3	1,457
	2017	450.7	16.5	497.4	67.0	165.8	165.8	1,296.2	1,487
Total	2018	3,048.9	86.9	3,142.0	65.8	1,047.3	1,047.3	8,372.4	9,010
Total	2017	2,944.7	86.8	2,991.5	70.3	997.2	997.2	8,017.4	9,060
¹As at the balance sheet date no Board resolution was available regarding the performance-based remuneration for 2018. The variable remuneration is recognised on the basis of estimates and the provisions constituted accordingly. ² The non-cash compensation has been carried in the amounts established for tax purposes. ³ In 2018 EUR 33,600 more in variable remuneration was paid out to Board members for 2017 than had been reserved. ⁴ The nominal amount is stated; full or partial repayment in 2022, depending on the development until such time of the balance in the bonus bank. In 2018 altogether EUR 11,200 more than had been originally reserved was allocated to the bonus bank for 2017. ⁵ The nominal amount is stated; virtual Hannover Re share awards are automatically granted in an amount equivalent to 20% of the variable remuneration. The equivalent amount will be paid in 2023 at the prevailing share price of Hannover Re. In 2018 nominal amounts of EUR 11,200 more than had been originally reserved were used as a basis for allocation of the 2017 share awards. ⁶ In order to calculate the number of share awards for 2018 reference was made to the Xetra closing price of the Hannover Re share on 28 December 2018 (EUR 117.70). The number to be actually awarded is established from the arithmetic mean of the Xetra closing prices of the Hannover Re share in a period from five trading days before to five trading days after the meeting of the Supervisory Board that approves the consolidated financial statement in March 2019. The applicable market price of the Hannover Re share had increased from EUR 104.90 (29 December 2017) to EUR 111.65 by the allocation date (16 March 2018) of the share awards for 2017; the share awards actually allocated for 2017 are shown here, not those estimated in the 2017 Annual Report. ⁷ The variable remuneration to be approved at the Supervisory Board meeting held to consider the consolidated financial statements in March 2019 will be paid out to the heirs.

The following table shows the expense for share-based remuneration of the Executive Board in the financial year.

The table is to be viewed independently of the presentation of the total remuneration received by active members of the Executive Board pursuant to DRS 17.

Name in EUR thousand	Year	Stock appreciation rights exercised	Change in reserve in 2018 for stock appreciation rights	Payment of share awards	Change in reserve for share awards from previous years¹	Expense for share awards allocated in current financial year²	Total
Total expense for share-based remuneration of the Executive Board
Ulrich Wallin	2018	-	-	427.2	472.5	172.6	1,072.3
	2017	102.6	(102.6)	406.6	(88.6)	76.6	394.6
Sven Althoff³	2018	9.4	(9.4)	150.6	152.3	23.5	326.4
	2017	25.7	(24.0)	109.6	18.9	20.3	150.5
Claude Chèvre	2018	-	-	241.2	141.5	23.0	405.7
	2017	-	-	232.8	(35.8)	45.9	242.9
Jürgen Gräber	2018	-	-	315.2	471.7	168.5	955.4
	2017	89.2	(89.2)	316.6	(93.9)	32.4	255.1
Dr. Klaus Miller	2018	-	-	241.2	166.7	21.4	429.3
	2017	14.9	(14.9)	232.8	(119.0)	21.0	134.8
Dr. Michael Pickel	2018	-	-	254.7	177.8	29.6	462.1
	2017	80.3	(80.3)	232.8	(175.0)	21.9	79.7
Roland Vogel	2018	-	-	256.8	188.7	40.3	485.8
	2017	44.6	(44.6)	250.1	(72.7)	31.5	208.9
Total	2018	9.4	(9.4)	1,886.9	1,771.2	478.9	4,137.0
Total	2017	357.3	(355.6)	1,781.3	(566.1)	249.6	1,466.5
¹ The change in the reserve for share awards from previous years derives from the higher market price of the Hannover Re share, the dividend approved for 2017, the spreading of the expense for share awards across the remaining period of the individual service contracts and the payout of the share awards allocated for 2013. ² The expense for share awards is spread across the remaining period of the individual service contracts. This gives rise to a difference relative to the nominal amount shown in the table of total remuneration. ³ The expenses for stock appreciation rights of Mr. Althoff and the payment of share awards to him relate to his work as a senior executive until 2014.

The following two tables show the remuneration of the Executive Board in the 2018 financial year in accordance with the recommendations of the German Corporate Governance Code:

Benefits granted	Ulrich Wallin Chief Executive Officer				Sven Althoff Board member with divisional responsibility				Claude Chévre Board member with divisional responsibility				Jürgen Gräber Board member with divisional responsibility Coordinator of worldwide property & casualty reinsurance 1 January – 9 November 2018
German Corporate Governance Code, Item 4.2.5 Para. 3 – Table 1 (target / minimum / maximum remuneration as nominal amounts)
in EUR thousand	2017	2018	2018 (Min)	2018 (Max)	2017	2018	2018 (Min)	2018 (Max)	2017	2018	2018 (Min)	2018 (Max)	2017	2018	2018 (Min)	2018 (Max)
Fixed remuneration	605.9	630.4	630.4	630.4	296.7	320.0	320.0	320.0	380.0	380.0	380.0	380.0	463.4	429.2	429.2	429.2
Fringe benefits	13.9	13.5	13.5	13.5	16.7	16.7	16.7	16.7	1.8	10.9	10.9	10.9	15.0	13.4	13.4	13.4
Total	619.8	643.9	643.9	643.9	313.4	336.7	336.7	336.7	381.8	390.9	390.9	390.9	478.4	442.6	442.6	442.6
One-year variable remuneration	523.0	563.3	0.0	1,126.5	267.0	288.0	0.0	576.0	342.0	342.0	0.0	684.0	390.0	386.3	0.0	772.5
Multi-year variable remuneration	400.8	421.2	(611.4)	796.7	201.0	214.0	(329.6)	406.0	260.1	256.4	(399.1)	484.4	298.8	291.3	(449.0)	548.8
Bonusbank 2017 (2021¹) / 2018 (2022¹)	174.3	187.8	(657.1)	375.5	89.0	96.0	(351.6)	192.0	114.0	114.0	(427.5)	228.0	130.0	128.8	(482.8)	257.5
Share Awards 2017 (2027¹) / 2018 (2023¹)²	174.3	187.8	0.0	375.5	89.0	96.0	0.0	192.0	114.0	114.0	0.0	228.0	130.0	128.8	0.0	257.5
Dividend on share awards for 2016³	52.2	0.0	0.0	0.0	23.0	0.0	0.0	0.0	32.1	0.0	0.0	0.0	38.8	0.0	0.0	0.0
Dividend on share awards for 2017³	0.0	45.7	45.7	45.7	0.0	22.0	22.0	22.0	0.0	28.4	28.4	28.4	0.0	33.8	33.8	33.8
Total	1,543.6	1,628.4	32.5	2,567.1	781.4	838.7	7.1	1,318.7	983.9	989.3	(8.2)	1,559.3	1,167.2	1,120.1	(6.4)	1,763.9
Service cost⁴	163.2	172.5	172.5	172.5	46.9	129.4	129.4	129.4	140.2	140.1	140.1	140.1	109.6
Total remuneration	1,706.8	1,800.9	205.0	2,739.6	828.3	968.1	136.5	1,448.1	1,124.1	1,129.4	131.9	1,699.4	1,276.8	1,120.1	(6.4)	1,763.9
¹ Year of payment ² Maximum value when awarded, amount paid out dependent upon the share price in the year of payment and the dividends paid until such time. ³ In the case of Mr. Althoff the dividend also refers to share awards from his work as a senior executive at Hannover Re. ⁴ For details of the service cost see the table “Pension commitments”.

Benefits granted	Dr. Klaus Miller Board member with divisional responsibility				Dr. Michael Pickel Board member with divisional responsibility				Roland Vogel Chief Financial Officer

in EUR thousand	2017	2018	2018 (Min)	2018 (Max)	2017	2018	2018 (Min)	2018 (Max)	2017	2018	2018 (Min)	2018 (Max)
Fixed remuneration	374.0	389.3	389.3	389.3	374.0	440.0	440.0	440.0	450.7	460.0	460.0	460.0
Fringe benefits	3.1	1.5	1.5	1.5	19.8	14.7	14.7	14.7	16.5	16.2	16.2	16.2
Total	377.1	390.8	390.8	390.8	393.8	454.7	454.7	454.7	467.2	476.2	476.2	476.2
One-year variable remuneration	288.0	318.0	0.0	636.0	288.0	396.0	0.0	792.0	382.5	414.0	0.0	828.0
Multi-year variable remuneration	221.3	236.7	(341.7)	448.7	222.7	290.1	(366.3)	554.1	285.7	304.2	(412.2)	580.2
Bonusbank 2015 (2019¹) / 2016 (2020¹)	96.0	106.0	(366.4)	212.0	96.0	132.0	(392.4)	264.0	127.5	138.0	(440.4)	276.0
Share Awards 2015 (2020¹) / 2016 (2021¹)²	96.0	106.0	0.0	212.0	96.0	132.0	0.0	264.0	127.5	138.0	0.0	276.0
Dividend on share awards for 2014	29.3	0.0	0.0	0.0	30.7	0.0	0.0	0.0	30.7	0.0	0.0	0.0
Dividend on share awards for 2015	0.0	24.7	24.7	24.7	0.0	26.1	26.1	26.1	0.0	28.2	28.2	28.2
Total	886.4	945.5	49.1	1,475.5	904.5	1,140.8	88.4	1,800.8	1,135.4	1,194.4	64.0	1,884.4
Service cost⁴	86.1	88.1	88.1	88.1	152.8	156.4	156.4	156.4	53.8	53.5	53.5	53.5
Total remuneration	972.5	1,033.6	137.2	1,563.6	1,057.3	1,297.2	244.8	1,957.2	1,189.2	1,247.9	117.5	1,937.9
¹ Year of payment ² Maximum value when awarded, amount paid out dependent upon the share price in the year of payment and the dividends paid until such time. ³ In the case of Mr. Althoff the dividend also refers to share awards from his work as a senior executive at Hannover Re. ⁴ For details of the service cost see the table "Pension commitments" under "Retirement provision".

Allocation	Ulrich Wallin Chief Executive Officer		Sven Althoff Board member with divisional responsibility		Claude Chévre Board member with divisional responsibility		Jürgen Gräber Board member with divisional responsibility Coordinator of worldwide property & casualty reinsurance 1 January - 9 November 2018
German Corporate Governance Code, Item 4.2.5 Para. 3 – Table 2 (cash allocations in 2017 and 2018)
in EUR thousand	2017	2018	2017	2018	2017	2018	2017	2018
Fixed remuneration	605.9	630.4	296.7	320.0	380.0	380.0	463.4	429.2
Fringe benefits	13.9	13.5	16.7	16.7	1.8	10.9	15.0	13.4
Total	619.8	643.9	313.4	336.7	381.8	390.9	478.4	442.6
One-year variable remuneration ¹	722.4	672.0	363.6	328.8	474.0	377.4	519.0	484.2
Multi-year variable remuneration	710.2	643.6	135.3	208.2	346.3	374.2	554.1	482.0
Bonus bank 2012 / 2013	201.0	216.4	0.0	48.2	113.5	133.0	148.3	166.8
Share Awards 2011 / 2012 ²	406.6	427.2	109.6	150.6	232.8	241.2	316.6	315.2
Stock participation rights 2010 (2015 – 2020 ³)	102.6	0.0	16.3	0.0	0.0	0.0	89.2	0.0
Stock participation rights 2011 (2016 – 2021 ⁴)	0.0	0.0	9.4	9.4	0.0	0.0	0.0	0.0
Total	2,052.4	1,959.5	812.3	873.7	1,202.1	1,142.5	1,551.5	1,408.8
Service cost ⁵	163.2	172.5	46.9	129.4	140.2	140.1	109.6	0.0
Total remuneration	2,215.6	2,132.0	859.2	1,003.1	1,342.3	1,282.6	1,661.1	1,408.8
¹ This refers in each case to payment of the variable remuneration for the previous year. Remuneration for seats with Group bodies that is counted towards the variable remuneration accrues in the year of occurrence. The company’s Supervisory Board only decides on the final amount paid out for the 2018 financial year after the remuneration report has been drawn up. ² In the case of Mr. Althoff the payment of share awards relates to his work as a senior executive before his appointment as a member of the Executive Board. ³ Stock appreciation rights were awarded in 2010, exercise option at the discretion of the Executive Board until 31 December 2020 in the following tranches: 60% from 2015, 80% from 2016, 100% from 2017 onwards. ⁴ Stock appreciation rights were awarded to Mr. Althoff in 2011 as a senior executive, exercise option discretionary until 31 December 2021 in the following tranches: 60% from 2016, 80% from 2017, 100% from 2018 onwards. ⁵ For details of the service cost see the table “Pension commitments” on page XXX.

Allocation	Dr. Klaus Miller Board member with divisional responsibility		Dr. Michael Pickel Board member with divisional responsibility		Roland Vogel Chief Financial Officer

in EUR thousand	2017	2018	2017	2018	2017	2018
Fixed remuneration	374.0	389.3	374.0	440.0	450.7	460.0
Fringe benefits	3.1	1.5	19.8	14.7	16.5	16.2
Total	377.1	390.8	393.8	454.7	467.2	476.2
One-year variable remuneration ¹	391.8	317.4	411.3	357.5	421.6	491.8
Multi-year variable remuneration	361.2	369.2	432.9	386.7	415.6	386.8
Bonus bank 2012 / 2013	113.5	128.0	119.8	132.0	120.8	130.0
Share Awards 2011 / 2012 ²	232.8	241.2	232.8	254.7	250.2	256.8
Stock participation rights 2010 (2015 – 2020 ³)	14.9	0.0	80.3	0.0	44.6	0.0
Stock participation rights 2011 (2016 – 2021 ⁴)	0.0	0.0	0.0	0.0	0.0	0.0
Total	1,130.1	1,077.4	1,238.0	1,198.9	1,304.4	1,354.8
Service cost ⁵	86.1	88.1	152.8	156.4	53.8	53.5
Total remuneration	1,216.2	1,165.5	1,390.8	1,355.3	1,358.2	1,408.3
¹ This refers in each case to payment of the variable remuneration for the previous year. Remuneration for seats with Group bodies that is counted towards the variable remuneration accrues in the year of occurrence. The company’s Supervisory Board only decides on the final amount paid out for the 2018 financial year after the remuneration report has been drawn up. ² In the case of Mr. Althoff the payment of share awards relates to his work as a senior executive before his appointment as a member of the Executive Board. ³ Stock appreciation rights were awarded in 2010, exercise option at the discretion of the Executive Board until 31 December 2020 in the following tranches: 60% from 2015, 80% from 2016, 100% from 2017 onwards. ⁴ Stock appreciation rights were awarded to Mr. Althoff in 2011 as a senior executive, exercise option discretionary until 31 December 2021 in the following tranches: 60% from 2016, 80% from 2017, 100% from 2018 onwards. ⁵ For details of the service cost see the table “Pension commitments”.

Sideline activities of the members of the Executive Board

The members of the Executive Board require the approval of the Supervisory Board to take on sideline activities. This ensures that neither the remuneration granted nor the time required for this activity can create a conflict with their responsibilities on the Executive Board. If the sideline activities involve seats on supervisory boards or comparable control boards, these are listed and published in the Annual Report of Hannover Rück SE. The remuneration received for such seats at Group companies and other board functions is deducted when calculating the variable bonus and shown separately in the table of total remuneration.

Retirement provision

Defined benefit pension commitment (appointment before 2009)

The contracts of members of the Executive Board first appointed prior to 2009 contain commitments to an annual retirement pension calculated as a percentage of the pensionable fixed annual remuneration (defined benefit). The target pension is at most 50% of the monthly fixed salary payable when leaving the company as contractually agreed on reaching the age of 65. A non-pensionable fixed remuneration component was introduced in conjunction with the remuneration structure applicable from 2011 onwards.

Defined contribution pension commitment (appointment from 2009 onwards)

The commitments given to members of the Executive Board from 2009 onwards are based on a defined contribution scheme.

A Board member who has reached the age of 65 and left the company’s employment receives a life-long retirement pension. The amount of the monthly retirement pension is calculated according to the reference date age (year of the reference date less year of birth) and the funding contribution on the reference date. The annual funding contribution for these contracts is paid by the company in the amount of a contractually specified percentage of the pensionable income (fixed annual remuneration as at the contractually specified reference date).

In both contract variants (i. e. defined benefit and defined contribution) other income received while drawing the retirement pension is taken into account pro rata or in its entirety under certain circumstances (e. g. in the event of incapacity for work or termination of the service contract before reaching the age of 65).

Provision for surviving dependants

If the Board member dies during the period of the service contract, the surviving spouse – or alternatively the eligible children – shall be entitled to continued payment of the fixed monthly salary for the month in which the Board member dies and the six months thereafter, at most until termination of the service contract. If the member of the Executive Board dies after pension payments begin, the surviving spouse and alternatively the dependent children shall receive continued payment of the retirement pension for the month of death and the following six months.

The widow’s pension amounts to 60% of the retirement pay that the Board member received or would have received if he had been incapacitated for work at the time of his death.

An orphan’s pension shall be granted in the amount of 15% – in the case of full orphans 25% (final-salary pension commitment) or 30% (contribution-based pension commitment) – of the retirement pay that the Board member received or would have received on the day of his death if the pensionable event had occurred owing to a permanent incapacity for work.

Adjustments

The following parameters are used for adjustments to retirement, widow’s and orphan’s benefits: the price index for the cost of living of all private households in Germany (contracts from 2001 onwards) or the price index for the cost of living of four-person households of civil servants and higher-income salaried employees (contracts from 1997 to 2000).

Current pensions based on the commitments given from 2009 onwards (defined contribution commitment) are increased annually by at least 1% of their most recent (gross) amount.

Pension payments to former members of the Executive Board

The pension payments to former members of the Executive Board and their surviving dependants, for whom 17 (17) pension commitments existed, totalled EUR 1.7 million (EUR 1.6 million) in the year under review. The projected benefit obligation of the pension commitments to former members of the Executive Board amounted to altogether EUR 26.0 million (EUR 24.7 million).

Name in EUR thousand	Financial year	Attainable annual pension (age 65)	DBO 31.12.	Personnel expense
Pension commitments
Ulrich Wallin	2018	257.5	6,874.2	172.5
	2017	257.5	5,830.6	163.2
Sven Althoff^1,2	2018	97.5	1,362.5	129.4
	2017	92.5	1,222.4	46.9
Claude Chèvre	2018	119.0	1,033.2	140.1
	2017	118.7	868.8	140.2
Jürgen Gräber	2018	182.5	2,851.9	109.9
	2017	182.5	3,840.2	109.6
Dr. Klaus Miller	2018	57.7	749.0	88.1
	2017	55.0	652.2	86.1
Dr. Michael Pickel	2018	160.0	2,981.5	156.4
	2017	160.0	2,712.5	152.8
Roland Vogel ¹	2018	97.3	1,705.9	53.5
	2017	96.9	1,674.9	53.8
Total	2018	971.5	17,558.2	849.9
Total	2017	963.1	16,801.6	752.6
¹ Mr. Althoff and Mr. Vogel were first granted a pension commitment prior to 2001 on the basis of their service to the company prior to their appointment to the Executive Board; the earned portion of the defined benefit obligation is therefore established as a proportion (in the ratio [currently attained service years since entry] / [attainable service years from entry to exit age]) of the final benefit. The values shown include the entitlements prior to appointment to the Executive Board, which in accordance with a resolution of the company’s Supervisory Board shall remain unaffected by the pension commitment as a member of the Executive Board. ² The personnel expense for 2018 includes a past service cost of EUR 82.8 thousand.

Annual Report 2018

Remuneration of the Executive Board

Responsibility

Objective, structure and system of Executive Board remuneration

Fixed remuneration (approx. 40% of total remuneration upon 100% goal attainment)

Variable remuneration (approx. 60% of total remuneration upon 100% goal attainment)

Payment procedures for the total variable remuneration

Handling of payment of variable remuneration components in special cases

Variable remuneration under the old remuneration structure (until 2011)

Continued payment in case of disability

Other information

Amount of remuneration received by the Executive Board

Sideline activities of the members of the Executive Board

Retirement provision

Defined benefit pension commitment (appointment before 2009)

Defined contribution pension commitment (appointment from 2009 onwards)

Provision for surviving dependants

Adjustments

Pension payments to former members of the Executive Board

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