Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April, 2006
CONVERIUM HOLDING AG
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(Translation of registrant's name into English)
Baarerstrasse 8
CH-6300 Zug
Switzerland
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- Not Applicable
Disclosures with respect to the Ordinary General Meeting of Converium Holding
Ltd, held on April 11, 2006, at 10.30 a.m., at the Theater Casino Zug,
Artherstrasse 2-4, CH-6300 Zug, Switzerland
Issuer: Converium Holding Ltd
Sec. ID no.: 1'299'771
ISIN: CH0012997711
According to the Admission Board Circular No.1, point 3.04, we herewith inform
you about the resolutions having been taken by the Ordinary General Meeting of
April 11, 2006. All resolutions were taken electronically.
Proposal 1: Approval of the annual report, the annual financial statements and
the consolidated annual financial statements (consolidated statements) for 2005
The Ordinary General Meeting approved with great majority of the votes cast the
annual report, the annual financial statements and the consolidated annual
financial statements for the financial year 2005.
Proposal 2: Allocation of available earnings and declaration of divided
The Ordinary General Meeting approved with great majority of the votes cast to
carry forward the retained earnings in the amount of CHF 11'522'731. The
Ordinary General Meeting approved payment of a gross dividend in the amount of
CHF 0.10 per registered share entitled to dividends.
Proposal 3: Release of the members of the Board of Directors and of the
management from liability
The Ordinary General Meeting agreed with great majority of votes cast to release
the members of the Board of Directors and of the management from liability.
Proposal 4: Election of new Board members
The Ordinary General Meeting elected with great majority of the votes cast
Messrs Lennart Blecher, Detlev Bremkamp and Harald Wiedmann as new members of
the Board of Directors for a term of office of three years.
Proposal 5: Amendment to the Articles of Incorporations
o 5.1 Article 3b para. 1 - Authorized Share Capital
The Ordinary General Meeting approved with two thirds of votes represented and
the absolute majority of the nominal value of the shares represented the
extension of the authorization given to the Board of Directors to increase the
share capital by the issue up to a maximum of 4'000'000 fully paid-up registered
shares each of CHF 5 nominal value amounting to a maximum of CHF 20'000'000 till
April 11, 2008.
o 5.2 Article 5 - Share Register
The Ordinary General Meeting approved with great majority of the votes cast the
amendment of Article 5 paragraph 2 and 3 of the Articles of Incorporation as
described in the invitation to the shareholders from March 17, 2006.
Proposal 6: Re-election of the auditors and group auditors
The Ordinary General Meeting elected with great majority of the votes cast
PricewaterhouseCoopers AG as auditors and group auditors for a further term of
one year.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONVERIUM HOLDING AG
By: /s/ Inga Beale
Name: Inga Beale
Title: CEO
By: /s/ Christian Felderer
Name: Christian Felderer
Title: General Legal Counsel
Date: April 12, 2006