Acquisitions and disposals as well as further corporate changes

In the year under review five subsidiaries, four associated companies (thereof one company in a subgroup of Hannover Re) and one joint venture were added to the Group. The 13 disposals relating to subsidiaries resulted from eight internal Group mergers, one sale and four liquidations/deletions. In addition, four additions and two disposals occurred at two subgroups of Hannover Re. Furthermore, two associated companies are no longer recognized at equity. Specifically, the scope of consolidation of the Group changed as follows as at 31 December 2009:

Establishments

On 25 February 2010 the companies Erste Credit Life International AG (in future: Credit Life International Lebensversicherung AG) and Zweite Credit Life International AG (in future: Credit Life International Versicherung AG), both based in Hilden, were established. The two companies are to transact credit life business with effect from 1 July 2010. The companies are wholly owned by HDI-Gerling Leben Service Holding AG, Cologne (renamed Talanx Deutschland AG and registered office relocated to Hannover on 7 December 2010 – abbreviated to TD); the share capital of each company amounts to EUR 50 thousand and is fully paid up.

Acquisitions

Effective 16 March 2010 Funis GmbH & Co. KG participated with a capital contribution of EUR 8 thousand (corresponding to 75.2% of the shares) in the newly established Foco 146 AB, which is based in Stockholm, Sweden. The company began trading under the name Svedea AB with effect from the balance sheet date. The company’s business object consists principally of writing liability insurance for motor vehicles and yachts. On account of its subordinate importance the company was not included in the consolidated financial statement.

With effect from the second quarter Inter Hannover (No. 1) Limited, London, was included in the consolidated financial statement for the first time. All shares in the company are held by International Insurance Company of Hannover Ltd., Bracknell. The object of the company, which is a corporate member of Lloyd’s of London with limited liability, is to participate in the business of one or more Lloyd’s syndicates. Further details are provided in the section “Business combinations in the reporting period”.

At the beginning of July 2010 HDI-Gerling International Holding AG (trading with effect from 30 December 2010 as Talanx International AG – abbreviated to TINT), Hannover, and Talanx AG, Hannover, acquired 99% and 1% respectively of OOO Strakhovaya Kompaniya “HDI Strakhovanie”, Moscow. The common shares amount to RUB 30 million (EUR 1 million). The company is active in the Retail International segment (see also the section “Business combinations in the reporting period”).

Mergers

The Polish company HDI-Gerling Polska Towarzystwo Ubezpieczen S.A., Warsaw, was merged into HDI Asekuracja Towarzystwo Ubezpieczen S.A., Warsaw, with retroactive effect from 30 June 2010.

In the third quarter of 2010 Hannover Beteiligungsgesellschaft mbH, Hannover, was merged into GERLING Beteiligungs-GmbH, Cologne, Proactiv Holding AG, Hilden, was merged into Talanx Deutschland AG, Hannover, and HDI-Gerling UK Service Company Ltd., London, was merged into the London branch of HDI-Gerling Industrie Versicherung AG with retroactive effect from 1 January 2010.

By way of a contract dated 30 August 2010 Clarus GmbH, Wiesbaden, was merged into DTPVO Deutsche Privatvorsorge AG (DTPVO), Darmstadt, with retroactive effect from 1 January 2010. DTPVO was renamed Clarus AG and has its registered office in Wiesbaden. The entries were made on 15 October 2010.

In December 2010 ASPECTA Euro Group GmbH, Cologne, was merged into Talanx International AG, Hannover, ASPECTA Lebensversicherung AG was merged into HDI-Gerling Lebensversicherung AG, both Cologne, and HBG Hannover Beteiligungsgesellschaft mbH & Co. KG, Hannover, was merged into GERLING Beteiligungs-GmbH, Cologne, with retroactive effect from 1 October 2010.

Disposal

Talanx AG sold its participating interest in Euro International Reinsurance S.A., Luxembourg, to a non-Group company at the end of May 2010. The disposal produced income of EUR 9 million in the Non-Life Reinsurance segment.

Liquidations/deletions

The Italian company HDI Servizi S.r.l., Rome, was liquidated at the end of the second quarter of 2010.

On 22 September 2010 PENATES A. Ltd., British Virgin Islands, was deleted from the public register.

The Irish companies E+S Reinsurance (Ireland) and Hannover Reinsurance (Dublin), both based in Dublin, were deleted from the public register on 25 November 2010.

Further corporate changes

Effective 8 March 2010 Hannover Rück Beteiligung Verwaltungs-GmbH (HRBV), which is wholly owned by Hannover Re, reached agreement with a third party outside the Group on the sale of 0.5% of its stake in E+S Rück – by way of a share reduction without a change of control status. Upon closing of the transaction HRBV held an interest of 63.69% in E+S Rück.

Effective 26 April 2010 the share capital of E+S Rück, Hannover, was increased out of retained earnings without the issue of new shares by an amount of EUR 2.8 million from EUR 42.6 million to EUR 45.5 million. The par value per share now stands at EUR 600. This did not give rise to a change of control status.

TINT increased its stake in HDI Seguros S.A., São Paulo/Brazil, to 99.998% in the context of a capital increase at the end of June 2010, in which the minority shareholders did not participate. Through the acquisition of further shares from minority shareholders TINT also increased its stake in HDI Seguros S. A. de C. V., León/Mexico, from 99.45% to 99.98% in the year under review.

Furthermore, TINT increased its stake in HDI STRAKHUVANNYA (Ukraine), Kiev, to 99.224% in the context of a capital increase in August and September 2010 in which the minority shareholders did not participate. Through the acquisition of further shares from minority shareholders TINT also increased its stake in HDI Seguros S. A./Chile from 99.922% to 99.927% in the year under review.