The Board of Management and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 4,117,338,522.10 for the 2017 fiscal year shall be appropriated as follows:

Distribution of a dividend of EUR 8.00 per no-par share entitled to a dividend: EUR 3,511,039,432.00

Unappropriated earnings carried forward: EUR 606,299,090.10

The proposal for appropriation of net earnings reflects the 1,369,717 treasury shares held directly and indirectly by the Company as of 31 December 2017. Such treasury shares are not entitled to the dividend pursuant to § 71b of the German Stock Corporation Act (AktG). Should there be any change in the number of shares entitled to the dividend by the date of the Annual General Meeting, the above proposal will be amended accordingly and presented for resolution on the appropriation of net earnings at the Annual General Meeting, with an unchanged dividend of EUR 8.00 per each share entitled to dividend.

In accordance with § 58 (4) sentence 2 AktG, the dividend is due on the third business day following the resolution of the Annual General Meeting.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2017 of the members of the Management Board of Allianz SE that held office in fiscal year 2017 be approved.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2017 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2017 be approved.

The Authorized Capital 2014/I of Allianz SE (§ 2 (3) of the Statutes of Allianz SE) in the amount of EUR 550,000,000 to date has not been utilized and is valid up to May 6, 2019. A new Authorized Capital amounting to EUR 334,960,000 shall be created (Authorized Capital 2018/I). The Authorized Capital 2014/I shall be cancelled when the new Authorized Capital 2018/I becomes effective.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) The Management Board shall be authorized to increase the Company’s share capital once or several times on or before May 8, 2023, upon the approval of the Supervisory Board, by issuing new registered no-par value shares against contribution in cash and/or in kind by up to a total of EUR 334,960,000 (Authorized Capital 2018/I).

The sum total of shares issued under this authorization and the shares that are to be issued to service bonds (including participation rights) with conversion or option rights and/or a conversion obligation, that were issued during the term of this authorization – excluding shares which are to be issued due to conversion obligations in connection with subordinated bonds, which are issued to create own fund items in accordance with the requirements under insurance supervisory law (referred to below as “Solvency II Instruments”) – shall not exceed a proportionate amount of the share capital of EUR 467,968,000 (equivalent to 40% of the current share capital).

If the share capital is increased against contributions in cash the shareholders are to be granted a subscription right. The shares shall be taken over by credit institutions or by a similar business entity fulfilling the prerequisites of § 186 (5) sentence 1 AktG along with the obligation that they shall be offered to shareholders for subscription. The Management Board shall be authorized, however, to exclude such shareholders’ subscription right upon the approval of the Supervisory Board

• for fractional amounts;
• to the extent necessary to grant subscription rights to new shares to holders of bonds (including participation rights) issued by Allianz SE or its Group companies that carry conversion or option rights or conversion obligations on shares of Allianz SE to the extent that such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligation had been fulfilled;
• if the issue price of the new shares is not significantly below the stock exchange price and the aggregate number of shares issued under exclusion of subscription rights pursuant to § 186 (3) sentence 4 AktG does not exceed 10% of the share capital, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization. The sale of treasury shares shall be counted towards this limitation provided that the sale occurs during the term of this authorization, subject to the exclusion of subscription rights pursuant to § 186 (3) sentence 4 AktG. Furthermore, such shares shall count towards this limitation that are to be issued to service bonds (including participation rights) with conversion or option rights and/or conversion obligations provided that these bonds (including participation rights) were issued during the term of this authorization subject to exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 AktG.

Furthermore, the Management Board shall be authorized, upon the approval of the Supervisory Board, to exclude shareholders’ subscription rights in the case of a capital increase against contributions in kind.

The sum total of shares issued against contribution in cash and/or in kind in accordance with this authorization, subject to the exclusion of the subscription rights, shall not exceed a proportionate amount of the share capital of EUR 116,992,000 (equivalent to 10% of the current share capital). Such shares shall count towards this limitation that are to be issued to service conversion or option rights and/or conversion obligations ensuing from bonds (including participation rights), provided that the bonds (including participation rights) were issued during the term of this authorization subject to exclusion of the subscription rights or that are issued during the term of this authorization to service conversion rights or conversion obligations under the EUR 500,000,000 convertible bond issued in 2011; excluded are shares which are to be issued to service conversion obligations ensuing from Solvency II Instruments.

The Management Board shall also be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of the share issue.

b) § 2 (3) of the Statutes shall be amended as follows:

c) The Authorized Capital 2014/I pursuant to § 2 (3) of the Statutes, adopted by the Annual General Meeting on May 7, 2014 under item 6 of the Agenda, in the amount of EUR 550,000,000, shall be cancelled upon effectiveness of the new Authorized Capital 2018/I.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2014/I with the commercial register (Handelsregister) in such a manner that the cancellation will only be entered into the commercial register if the new Authorized Capital 2018/I to be adopted pursuant to lit. a) and b) of this Agenda Item will be registered at the same time. The Management Board shall be authorized to apply to have the Authorized Capital 2018/I registered in the commercial register independently from the other resolutions of the Annual General Meeting.

The Authorized Capital 2014/II of Allianz SE (§ 2 (4) of the Statutes of Allianz SE) created for the purpose of issuing shares to employees has been partially utilized and currently amounts to EUR 13,720,000 (originally EUR 15,000,000). The Authorized Capital 2014/II is still valid until May 6, 2019. A new Authorized Capital for the issue of shares to employees shall therefore be created (Authorized Capital 2018/II). The Authorized Capital 2014/II shall be cancelled when the new Authorized Capital 2018/II becomes effective.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) The Management Board shall be authorized to increase, upon the approval of the Supervisory Board, the share capital of the Company once or several times on or before May 8, 2023, by up to a total of EUR 15,000,000 by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2018/II). Shareholders’ subscription rights are excluded. The new shares shall only be issued to be provided to employees of Allianz SE or its Group companies. The new shares may be issued with a credit institution or with a similar business entity fulfilling the prerequisites of § 186 (5) sentence 1 AktG.

The Management Board shall be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of their issue.

b) § 2 (4) of the Statutes shall be amended as follows:

“2.4 The Management Board is authorized to increase, upon the approval of the Supervisory Board, the share capital of the Company once or several times on or before May 8, 2023, by up to a total of EUR 15,000,000 by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2018/II). Shareholders’ subscription rights are excluded. The new shares shall only be issued to be provided to employees of Allianz SE or its Group companies. The new shares may be issued with a credit institution or with a similar business entity fulfilling the prerequisites of § 186 (5) sentence 1 AktG.

The Management Board shall be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of their issue.”

c) The Authorized Capital 2014/II pursuant to § 2 (4) of the Statutes, adopted by the General Meeting on May 7, 2014 under item 7 of the Agenda, still existing in the amount of EUR 13,720,000 shall be cancelled upon the effectiveness of the new Authorized Capital 2018/II.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2014/II with the commercial register in such a manner that the cancellation will only be entered into the commercial register if the new Authorized Capital 2018/II to be adopted pursuant to lit. a) and b) of this Agenda Item will be registered at the same time. The Management Board shall be authorized to apply to have the Authorized Capital 2018/II registered in the commercial register independently from any other resolutions of the Annual General Meeting.

By resolution pertaining to Agenda Item 8 of the Annual General Meeting on May 7, 2014, the Management Board was authorized, upon the approval of the Supervisory Board, to issue bonds (including participation rights) carrying conversion or option rights and/or conversion obligations for shares of the Company, on one or more occasions, on or before May 6, 2019, with a nominal value of up to EUR 10,000,000,000. These conversion or option rights and/or conversion obligations are serviced by the Conditional Capital 2010/2014 amounting to EUR 250,000,000.

A new authorization shall be created and the current authorization, which has not been utilized, shall be cancelled. At the same time, other subordinated bonds, which are issued to create own fund items in accordance with the requirements under insurance supervisory law (also referred to below as "Solvency II Instruments") are to be included in the authorization. Due to the issuance of a convertible bond in 2011 in the total nominal amount of EUR 500,000,000, which both entitles and obligates the holders thereof to draw up to 7,031,360 shares of the Company (subject to possible adjustment according to the terms and conditions of the bond), the Conditional Capital 2010/2014 (§ 2 (5) of the Statutes of Allianz SE) must further be retained. To be able to also use the Conditional Capital 2010/2014 for the new authorization, the Conditional Capital 2010/2014 should be amended to the effect that it is available also to service conversion or option rights or the conversion obligations ensuing from bonds (including participation rights), which are issued on the basis of the authorization requested under Agenda Item 7 in return for a cash contribution or contributions in kind.

The Management Board and the Supervisory Board therefore propose that the following resolution be adopted:

a) Authorization to issue convertible bonds, bonds with warrants, convertible participation rights, participation rights and subordinated financial instruments

aa) Nominal amount, term of authorization

The Management Board of Allianz SE shall be authorized, upon the approval of the Supervisory Board, to issue convertible bonds, bonds with warrants or convertible participation rights, in each case including subordinated bonds issued for creating own fund items in accordance with the requirements under insurance supervisory law (“Solvency II Instruments”) (hereinafter jointly referred to as "convertible bonds and bonds with warrants") in bearer or registered form, once or several times on or before May 8, 2023, with or without definite maturity, and to grant and/or impose on the holders of convertible bonds and bonds with warrants conversion or option rights and/or conversion obligations for the shares of the company in a proportionate amount of the share capital of up to EUR 230,000,000 (equivalent to approx. 19.7% of the current share capital) according to the terms and conditions of the convertible bonds and bonds with warrants.

The sum total of (i) shares which are to be issued to service conversion or option rights and/or conversion obligations from convertible bonds and bonds with warrants – excluding shares which are to be issued due to conversion obligations in connection with Solvency II Instruments -, which in accordance with this authorization had been issued and (ii) shares issued during the term of this authorization from the Authorized Capital 2018/I, shall not exceed a proportionate amount of the share capital of EUR 467,968,000 (equivalent to 40% of the current share capital).

The Management Board is further authorized to issue participation rights without conversion or option rights and/or conversion obligations in bearer or registered form, once or several times on or before May 8, 2023, which are issued to create own fund items in accordance with the requirements under insurance supervisory law (also referred to below as "participation rights").

The Management Board is further authorized to issue subordinated financial instruments without conversion or option rights and/or conversion obligations with or without definite maturity, in bearer or registered form, once or several times before May 8, 2023, which are issued to create own fund items in accordance with the requirements under insurance supervisory law, but which may not be legally classified as participation rights, insofar as the issuing of these instruments requires, due to profit-based interest, the loss participation arrangement or for any other reason, the approval of the Annual General Meeting pursuant to § 221 AktG (these instruments are referred to below as “financial instruments” and are jointly referred to below, together with the convertible bonds and bonds with warrants and the participation rights, as "bonds").

The total nominal amount of the bonds to be issued under this authorization must not exceed EUR 15,000,000,000. Bonds can be issued against a cash contribution or contributions in kind, in particular so that they can be offered as part of company mergers or in connection with the (also indirect) acquisition of companies, parts of companies, company holdings or other assets or entitlements to the acquisition of assets or claims against the company or its Group companies.

In addition to Euros, the bonds may also be issued in the legal currency of an OECD country - limited to the appropriate equivalent amount in Euros. The bonds may also be issued by Group companies; in such case, the Management Board shall be authorized to issue a guarantee in respect of the bonds on behalf of the Company and to grant and/or impose on the holders of such bonds, conversion or option rights and/or conversion obligations on shares of the Company.

bb) Granting of subscription rights, exclusion of subscription rights

Shareholders shall generally have a subscription right to acquire the bonds. The bonds may also be acquired by one or several financial institutions or similar business entities fulfilling the prerequisites of § 186 (5) sentence 1 AktG, provided that such institutions commit to offer them for subscription to the shareholders. The Management Board shall, however, be authorized, upon the approval of the Supervisory Board, to exclude subscription rights of shareholders

• for fractional amounts;
• as necessary to grant subscription rights to holders of convertible bonds and bonds with warrants already issued by the company or Group companies, to an extent as such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligations had been fulfilled;
• if the bonds are issued against payment in cash and the issue price is not significantly lower than the theoretical market value of the bonds as calculated using recognised finance-mathematical methods. This authorization to exclude subscription rights shall only apply, however, to bonds carrying conversion or option rights or conversion obligations to shares in the Company corresponding to a proportionate amount of the share capital not exceeding 10% in the aggregate, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization. The sale of treasury shares shall be counted towards this limitation, if the sale occurs during the term of this authorization to the exclusion of subscription rights pursuant to § 186 (3), sentence 4 AktG. In addition, shares issued during the term of this authorization from authorized capital shall be counted towards this limitation, provided that subscription rights are excluded pursuant to § 186 (3), sentence 4 AktG;
• if the bonds are issued against contributions in kind, in particular so that they can be offered as part of company mergers or in connection with the (also indirect) acquisition of companies, parts of companies, company holdings or other assets or entitlements to the acquisition of assets or claims on the company or its Group companies, provided that the value of the contribution in kind is proportionate to the market value of the bonds as calculated pursuant to the preceding paragraph.

The sum total of (i) shares which are to be issued in connection with bonds – excluding shares which are to be issued to service conversion obligations under Solvency II Instruments -, which in accordance with this authorization had been issued subject to the exclusion of the subscription rights and (ii) shares issued to service conversion rights or conversion obligations under the EUR 500,000,000 convertible bond issued in 2011, shall, taking into account shares issued during the term of this authorization from the Authorized Capital 2018/I subject to the exclusion of the subscription rights, not exceed a proportionate amount of the share capital of EUR 116,992,000 (equivalent to 10% of the current share capital).

The sum total of shares which are to be issued to service conversion obligations in connection with Solvency II Instruments, which had been issued subject to the exclusion of subscription rights, shall also not exceed a proportionate amount of the share capital of EUR 116,992,000 (equivalent to 10% of the current share capital).

Insofar as participation rights or financial instruments without conversion or option rights and/or conversion obligations are issued as Solvency II Instruments in return for cash, the Management Board shall be further authorised, with the approval of the Supervisory Board, to generally exclude the participation right of the shareholders, if such participation rights or financial instruments do not constitute voting rights or other membership rights in Allianz SE. Moreover, it must be ensured in this case that the issue price calculated using recognised finance-mathematical methods is not significantly lower than the theoretical market value.

cc) Conversion right, conversion obligation

If convertible bonds are issued, the holders can convert their bonds into Company shares according to the terms and conditions of the bonds. The pro rata amount in the share capital of the shares to be issued upon conversion shall not exceed the nominal value, or a lower issue amount, of the convertible bond or the convertible participation right. The exchange ratio is calculated, for bonds issued at least at the nominal amount, by dividing the nominal value of the bond by the conversion price for one share of the Company. The exchange ratio can also be calculated by dividing the issue price of the bond, which may be lower than its nominal value, by the conversion price for one share of the Company. The exchange ratio may be rounded up or down to a whole number; in addition, a cash premium may be stipulated. It may also be stipulated that fractional amounts are to be combined and/or settled in cash. The terms and conditions may also stipulate a fixed or a variable exchange ratio.

The terms and conditions may provide for an unconditional or conditional conversion obligation at the end of the term or at a different point in time, which can also be determined by a future event, still uncertain at the time of issue, and stipulate the conversion price if the conversion obligation occurs in deviation from the conversion price when the conversion right is exercised. The terms and conditions may further stipulate the right of the Company to grant holders of convertible bonds or convertible participation rights, at maturity or at any prior time, either in whole or in part, in lieu of the payment of the due sum, shares of the Company (Company's right to substitute).

The terms and conditions of the bonds may entitle the Company to settle in cash, either in part or in whole, any difference between the nominal value of the convertible bonds or the convertible participation right and the result obtained from multiplying the exchange ratio and a stock exchange price of the shares within a period before or at the time of the mandatory exchange. The stock exchange price, in accordance with the calculation described in the previous sentence, shall amount to at least 50% of the relevant stock exchange price per share for the calculation of the lower conversion price limit, pursuant to lit. ee) below.

dd) Option right

If bonds with warrants are issued, one or more warrants shall be attached to each bond, entitling the bearer to purchase shares of the Company pursuant to the terms and conditions of the warrants to be more closely defined by the Management Board. The pro rata amount in the share capital of the shares to be issued per bond may not exceed the nominal value of the bond with warrants. The terms and conditions of the bonds may also stipulate that the number of shares to be subscribed on exercising the option rights is variable. The terms and conditions of the bonds or option rights may stipulate that the option price can also be paid by means of transferring bonds (part-exchange) and where applicable by making an additional cash payment.

ee) Conversion/option price

The conversion or option price, as applicable, per share must be equal to either at least 50% of the average closing prices of shares of Allianz SE in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) over the ten trading days preceding the day on which the Management Board resolves to issue the bonds or, where a participation right is granted, at least 50% of the average closing price of Allianz SE shares in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) over the subscription period, with the exception of the subscription period days required so that the conversion or option price pursuant to § 186 (2) AktG can be announced in due time.

Also in the case of bonds with mandatory conversion or a substitution right of the Company, the conversion price for a share to be set must correspond at least to the aforementioned minimum prices.

§§ 9 (1) and 199 (2) AktG remain unaffected.

The terms and conditions of the bonds may stipulate that the option or conversion price, subject to the above mentioned minimum prices, can be changed within a margin to be specified by the Management Board (including an uncapped option or conversion price) based on the development of the share price over the term or – particularly in the case of bonds without defined maturity – based on the average share price in a period to be stipulated in the terms and conditions of the bonds, which can also be determined by a future event, still uncertain at the time of issue.

Notwithstanding § 9 (1) AktG, the terms and conditions of the bonds may contain anti-dilution clauses to provide protection during the conversion or option period against the Company raising its share capital, issuing additional convertible bonds and bonds with warrants or convertible participation rights or granting or guaranteeing further option rights without granting the holders of conversion or option rights and/or conversion obligations the subscription rights to which they would be entitled if they exercised their conversion or option rights or if the conversion obligation were fulfilled. The terms and conditions may also stipulate, to cover other measures taken by the Company or events that might result in a dilution of the value of the conversion or option rights and/or conversion obligations (e.g. dividends), a value-preserving adjustment of the conversion or option price or of the option ratio, or the granting of cash components. The pro rata amount in the share capital of the shares to be issued per bond may not, in any instance, exceed the nominal value of the bond.

ff) Further structuring possibilities

The terms and conditions may stipulate that treasury shares or shares from authorized capital can also be granted in the case of a conversion or exercise of option rights. It may also be stipulated that the Company does not grant holders of conversion or option rights and/or conversion obligations shares in the Company, but instead pays the equivalent value of the shares in cash. The terms and conditions may also stipulate that where the conversion or option rights are exercised, at the option of the Company instead of passing the shares to the holders of conversion or option rights and/or conversion obligations, the shares to be granted are sold by one or more third parties and the holders of conversion or option rights and/or conversion obligations are satisfied from the proceeds of the sale.

gg) Authorization to define further terms and conditions

The Management Board is authorized to define the further details related to the issue and structuring of the bonds, particularly with respect to interest rate, issue price, term and denomination, conversion or option price, and conversion or option period, or to stipulate such details in agreement with the administrative bodies of the Group company issuing the bonds.

b) Amendment of the Conditional Capital 2010/2014.

The resolution by the Annual General Meeting of the Company on May 7, 2014, regarding the Conditional Capital 2010/2014 (§ 2 (5) of the Statutes of Allianz SE) is amended as follows:

The share capital shall be conditionally increased by up to EUR 250,000,000 by issuing new, registered, no-par value shares (Conditional Capital 2010/2018). The conditional capital increase shall enable the issue of shares to the holders of bonds or participation rights, which were issued according to the authorization of the Annual General Meeting of May 5, 2010 under Agenda Item 9 or according to the authorization under lit. a) above.

The new shares shall be issued at the conversion or option price pursuant to the relevant aforementioned authorization. The conditional capital increase shall be carried out only to the extent that conversion or option rights granted under bonds are exercised or that conversion obligations of bonds are fulfilled, and to such extent as the conversion or option rights or conversion obligations are not serviced through treasury shares, through shares from authorized capital or through other forms of fulfilment.

The new shares will be entitled to dividend from the start of the financial year in which they are issued; contrary to this, the Management Board can stipulate, with the approval of the Supervisory Board, that the new shares are entitled to dividend from the start of the financial year for which there is still no resolution by the Annual General Meeting regarding use of the balance sheet profit at the time of the conversion or option right being exercised and/or conversion obligation being invoked.

The Management Board shall be authorized to determine further details of the conditional capital increase.

c) Cancellation of the authorization of May 7, 2014

The authorization to issue bonds carrying conversion and/or option rights, as well as convertible participation rights, resolved by the Annual General Meeting on May 7, 2014 under Agenda Item 8 shall be cancelled. This cancellation will not become effective until the new authorization to issue convertible bonds, bonds with warrants, convertible participation rights, participation rights and subordinated financial instruments pursuant to the resolution under lit. a), as well as the amendment of the Conditional Capital 2010/2014 pursuant to the resolution under lit. b) has come into force.

d) Amendment to the Statutes

§ 2 (5) of the Statutes is being amended as follows:

"2.5 The share capital shall be conditionally increased by up to EUR 250,000,000 by issuing new, registered, no-par value shares (Conditional Capital 2010/2018). The conditional capital increase shall be carried out only to the extent that conversion or option rights are exercised by holders of conversion or option rights attached to bonds (including participation rights) which Allianz SE or its Group companies have issued according to the authorization resolution of the Annual General Meeting of May 5, 2010 or the authorization resolution of the Annual General Meeting of May 9, 2018, or that conversion obligations under such bonds are fulfilled, and only insofar as the conversion or option rights or conversion obligations are not serviced through treasury shares, through shares from authorized capital or through other forms of fulfilment. The new shares will be entitled to dividend from the start of the year in which they are issued; contrary to this, the Management Board can stipulate, with the approval of the Supervisory Board, that the new shares will be entitled to dividend from the start of the financial year for which there is still no resolution by the Annual General Meeting regarding use of the balance sheet profit at the time of the conversion or option right being exercised and/or conversion obligation being invoked. The Management Board is authorized to determine further details of the conditional capital increase."

e) Registration with the commercial register, authorization to amend the Statutes

The Management Board is authorized to register the amendment of the Conditional Capital 2010/2018 for entry in the commercial register, irrespective of the other resolutions of the Annual General Meeting.

The Supervisory Board shall be authorized to make adjustments to the wording of the Statutes in accordance with the respective issue of shares to be subscribed, as well as any other amendments to the Statutes in connection therewith that concern merely the wording. The same applies in the event that the authorization to issue bonds has not been utilized upon expiry of the term of authorization, as well as in the event that the Conditional Capital 2010/2018 has not been utilized upon expiry of the deadlines for exercising conversion and option rights or for fulfilling conversion obligations.

The authorization to acquire treasury shares for trading purposes pursuant to § 71 (1) no. 7 AktG, adopted by the Annual General Meeting on May 7, 2014, expires on May 6, 2019. This authorization shall be renewed.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) Domestic or foreign credit institutions, financial services institutions or financial institutions, within the meaning of § 71 (1) no. 7 AktG, that are majority-owned by Allianz SE, shall be authorized to buy and sell shares of the Company for trading purposes. The total number of shares acquired, together with other treasury shares held by the Company (or that the Company is deemed to hold pursuant to §§ 71a et seq. AktG), shall at no time exceed 10% of the share capital.

b) Based on this resolution, shares shall be acquired only if the consideration paid per share does not exceed by more than 10%, and does not fall short of by more than 10%, the average of the share prices (closing price in the Xetra-trading system or any comparable successor system of the Frankfurt Stock Exchange) of Allianz SE during the three trading days preceding the acquisition of the shares.

c) The trading position in shares acquired for this purpose shall not, at the end of any day, exceed 5% of the share capital of Allianz SE.

d) This authorization shall be effective until May 8, 2023. The currently existing authorization to acquire treasury shares for trading purposes, adopted by the Annual General Meeting on May 7, 2014 under item 9 of the Agenda, and expiring on May 6, 2019, shall be cancelled upon the new authorization becoming effective.

The authorization to acquire and utilize treasury shares pursuant to § 71 (1) no. 8 AktG, adopted by the Annual General Meeting on May 7, 2014, expires on May 6, 2019. This authorization shall be renewed. 

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) Allianz SE shall be authorized to acquire treasury shares in an amount of up to 10% of the current share capital of Allianz SE. In case the share capital decreases by the time of execution of the authorization, the decreased amount shall be decisive. The total amount of treasury shares acquired, together with other treasury shares held by Allianz SE and shares that the Company is deemed to hold pursuant to §§ 71a et seq. AktG must at no time exceed 10% of the share capital. This authorization shall not be used for the purpose of trading in the Company’s shares.

b) This authorization may be exercised in part or in whole and once or several times, to pursue one or several purposes by Allianz SE or by other companies controlled or majority-owned by Allianz SE or by third parties acting for the account of such companies or for the account of the Company. This authorization shall be effective until May 8, 2023. The currently existing authorization to acquire and utilize treasury shares for other purposes, adopted by the Annual General Meeting of the Company on May 7, 2014 and expiring on May 6, 2019, shall be cancelled upon this new authorization coming into effect.

c) The acquisition may be carried out at the discretion of the Management Board (1) through a stock exchange, (2) through a public tender offer, or (3) through a public exchange offer for shares of a stock exchange-listed company within the meaning of § 3 (2) AktG.

(1) If the shares are repurchased over a stock exchange, the purchase price per share (excluding incidental costs) shall not exceed by more than 10%, and not fall short of by more than 10%, the opening auction price on such trading day in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange).

(2) If the shares are repurchased through a public tender offer, the tender price per share or the high and low ends of the price range (without incidental costs) shall not exceed by more than 10%, and not fall short of by more than 20%, the closing price in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) on the third trading day prior to the public announcement of the tender offer. If, after the publication of the public tender offer, material deviations in the relevant market price occur, the offer or invitation to tender shares can be adjusted. In such a case, the basis of any adjustment will be the closing price in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) on the third trading day in Frankfurt am Main prior to the public announcement of an adjustment.

(3) If the shares are acquired through a public tender offer to exchange Allianz SE shares for shares of a stock exchange-listed company within the meaning of § 3 (2) AktG (“exchange shares”), the exchange ratio may be stipulated or may be determined by way of an auction. Consideration in cash may supplement the delivery of exchange shares or may be used to settle fractional amounts. Irrespective of the procedure for the exchange, the exchange price per share or the relevant high and low ends of the exchange price range in form of one or more exchange shares and calculative fractional amounts, including any cash or fractional amounts (excluding incidental costs), shall not exceed by more than 10%, and not fall short of by more than 20%, the relevant value per share in Allianz SE.

The relevant value of the shares of Allianz SE and of the exchange shares shall be determined based on the relevant closing price in the Xetra-trading system of the Frankfurt Stock Exchange (or, if the shares are not traded in the Xetra-trading system, the trading system used in the particular market segment that is most similar to Xetra) on the third trading day prior to the public announcement of the exchange offer. In case the exchange shares are not traded in the Xetra-trading system of the Frankfurt Stock Exchange, the closing price of the respective stock exchange at which the exchange shares had the largest trading numbers in the prior calender year shall be decisive. If, after the public announcement of the public exchange offer, substantial deviations of the relevant prices occur, the offer can be adjusted. In such a case the basis of any adjustment will be the relevant closing price on the third trading day prior to the public announcement of an adjustment.

In the cases of (2) and (3), the volume of the acquisition can be restricted. If the public tender offer to repurchase or exchange is oversubscribed, the shares will be acquired on a pro-rata basis to the respective tendered shares; to this extent the right of shareholders to tender their shares pro-rata to their participation quota is excluded. Preferential acceptance may be provided for small lots of up to 100 tendered shares per shareholder. The repurchase or exchange offer may stipulate additional conditions.

d) The Management Board shall be authorized to use shares of the Company repurchased on the basis of this authorization for any lawful purposes, including any of the following:

(1) The shares can be sold in ways other than on a stock exchange or through an offer to the shareholders if they are sold for cash at a price not substantially below the stock exchange price of shares of the Company at the time of the sale. This authorization is, however, subject to the requirement that the total number of shares sold under exclusion of subscription rights pursuant to § 186 (3) sentence 4 AktG shall not exceed 10% of the share capital, neither at the time of this authorization becoming effective nor at the time of its exercise. All shares must be counted towards this limitation that are issued from authorized capital during the term of this authorization under exclusion of subscription rights pursuant to § 186 (3) sentence 4 AktG. Furthermore, shares required to be issued to meet obligations arising from bonds (including participation rights) carrying conversion or option rights or conversion obligations must also be counted towards this limitation, provided that these bonds or participation rights were issued during the term of this authorization under exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 AktG.

(2) The shares may be sold for contributions in kind, particularly in connection with the acquisition of companies or interests in companies.

(3) The shares may be utilized for placement of Company shares on foreign stock exchanges on which they are not yet admitted for trading. The initial offer price (excluding incidental costs) of these shares when being placed on additional stock exchanges may not be more than 5% below the closing price in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) on the last trading day prior to the listing.

(4) The shares may be used to meet obligations under conversion or option rights which were granted by the Company or any of its Group companies in connection with bond issues (including participation rights), or to meet obligations arising from bonds (including participation rights) carrying conversion obligations issued by the Company or any of its Group companies.

(5) The shares may, up to a maximum corresponding share capital amount of EUR 5,000,000, be offered for purchase, or transferred to, employees of Allianz SE or any of its Group companies. The shares may also be transferred to a third party, if and as long it is legally guaranteed that the third party offers and transfers such shares to the aforementioned employees.

(6) The shares may be redeemed without an additional resolution by the General Meeting authorizing such redemption of shares or its implementation. The redemption will result in a capital decrease. Deviating from this, the Management Board may decide that the share capital shall remain unchanged by the redemption and that instead of that, the redemption will increase the pro rata amount of the remaining shares in the share capital pursuant to § 8 (3) AktG. In this case, the Management Board shall be authorized to adjust the number of shares stated in the Statutes.

e) The authorizations under lit. d) shall also apply to the use of shares of the Company repurchased on the basis of earlier authorizations pursuant to § 71 (1) no. 8 AktG and to any shares repurchased by Group companies or pursuant to § 71d sentence 5 AktG.

f) The authorizations under lit. d) may be exercised once or several times, in part or in whole, individually or jointly. The authorizations under lit. d), (1), (2), (4) and (5) may also be exercised by companies controlled or majority-owned by Allianz SE or by third parties acting on the account of such companies or on the account of the Company.

g) The shareholders’ subscription rights on these treasury shares shall be excluded insofar as these shares are used according to the above authorization under lit. d) (1) through (5). Furthermore, the Management Board shall be authorized, in the event of a sale of treasury shares by an offer to acquire them to all shareholders, to grant holders of bonds (or participation rights) carrying conversion or option rights or conversion obligations issued by the Company or its Group companies subscription rights on these shares to the extent they would be entitled thereto after having exercised the conversion or option right or after any conversion obligation has been fulfilled; to this extent, shareholders’ subscription rights for these treasury shares shall be excluded.

In addition to the authorization to be resolved under Agenda Item 9 to acquire treasury shares pursuant to § 71 (1) no. 8 AktG, the Company shall also be authorized to acquire treasury shares using derivatives.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) In addition to the authorization resolved by the Annual General Meeting on May 9, 2018 under Agenda Item 9, the acquisition of treasury shares pursuant to said authorization may also be carried out by (1) selling options, whereby the Company takes on the obligation to acquire shares in Allianz SE upon exercise (“put options”), (2) purchasing options that entitle the Company to acquire shares in Allianz SE upon exercise (“call options”), (3) concluding purchase agreements, in which there are more than two trading days between the conclusion of the agreement for purchasing Allianz SE shares and the fulfillment through the delivery of Allianz SE shares (“forward purchases”) or (4) a combination of put and call options and forward purchases (all referred to in the following as “derivatives”). The acquisition of treasury shares by way of derivatives has to be carried out by a credit institution or an enterprise within the meaning of § 186 (5) sentence 1 AktG.

b) The total of put options sold, call options purchased and forward purchases concluded under this authorization may be in relation to a maximum number of shares which do not exceed a total of 5% of the current share capital of the Company. In case the share capital decreased by the time of execution of the authorization, the decreased amount shall be decisive. The term of the individual derivatives is not permitted to exceed 18 months, must end on May 8, 2023, at the latest, and must be chosen in such a way that the acquisition of Allianz shares upon the exercise or fulfillment of the derivatives will take place no later than May 8, 2023.

c) The terms and conditions of the derivatives shall ensure that the shares to be delivered to the Company upon exercise or fulfillment of the derivatives have previously been acquired in keeping with the legal principle of equal treatment at the share price in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) effective at the time the shares were acquired.

d) The price stipulated in the derivative for the acquisition of one share (excluding incidental costs) in case the options are exercised or the forward purchases are fulfilled shall not exceed by more than 10%, and not fall short of by more than 10%, the opening auction price in the Xetra-trading system (or any comparable successor system of the Frankfurt Stock Exchange) on the day the derivative contract is concluded. The acquisition price paid by the Company for options shall not materially exceed, and the selling price received by the Company for options shall not materially fall short of, the theoretical market value of the relevant options determined according to recognized finance-mathematical methods, the calculation of such market value taking into account, inter alia, the agreed exercise price. The forward rate agreed by the Company for forward purchases shall not materially exceed the theoretical forward rate determined according to recognized finance-mathematical methods, the calculation of which takes into account, inter alia, the current stock exchange price and the term of the forward purchase.

e) If treasury shares are acquired using derivatives according to the above rules, the right of shareholders to conclude such derivative contracts with the Company is excluded, applying § 186 (3) sentence 4 AktG mutatis mutandis. Shareholders shall have a right to tender their shares in the Company only insofar as the Company is obligated vis-à-vis the shareholder to purchase shares under the derivative terms and conditions. Any further right to tender is excluded.

f) For the use of treasury shares acquired using derivatives the rules resolved by the Annual General Meeting on May 9, 2018 under Agenda Item 9 lit. d) to g) shall apply mutatis mutandis.

The current remuneration of the Supervisory Board of Allianz SE has last been amended by the Annual General Meeting dated May 4, 2011. Considering the increased responsibilities to be carried out by the Supervisory Board, in light of the development of the supervisory board remuneration at peer companies and to remain competitive in the endeavor to find suitable candidates for the Supervisory Board, the remuneration of the Supervisory Board of Allianz SE is proposed to be amended and to provide for a quarterly payment of the remuneration. The current Statutes are available on the Internet at www.allianz.com/agm and will also be displayed for inspection at the Annual General Meeting of Allianz SE.

The Management Board and the Supervisory Board therefore propose that the following resolution be adopted:

§ 11 of the Statutes shall be amended as follows:

“11.1 The members of the Supervisory Board will receive an annual remuneration in an amount of EUR 125,000. The Chairman of the Supervisory Board will receive an annual remuneration of EUR 250,000 and each deputy shall receive EUR 187,500.

11.2 Each member of a committee, except for the audit committee and the nomination committee, will receive an additional annual remuneration of EUR 25,000 and committee chairmen will receive an additional annual remuneration of EUR 50,000. Members of the audit committee will receive an additional annual remuneration of EUR 50,000, while the Chairman of such committee will receive EUR 100,000. Members of the nomination committee will not receive an additional annual remuneration.

11.3 In addition, the members of the Supervisory Board will receive an attendance fee of EUR 1.000 for each personal attendance of meetings of the Supervisory Board and its committees requiring such personal attendance. Should several such meetings be held on the same or on consecutive days, the attendance fee will be paid only once.

11.4 Supervisory Board members who served for only part of the financial year shall receive one-twelfth of the annual remuneration for each month of service or any part of such month. The same applies to membership in Supervisory Board committees.

11.5 The remuneration according to § 11.1 and § 11.2 is due and payable, pro rata temporis, after the end of the respective quarter of the fiscal year. The attendance fee according to § 11.3 is due after the respective meeting.

11.6 The Company reimburses the members of the Supervisory Board for their out-of-pocket expenses and the VAT payable on their Supervisory Board activity. The Company provides insurance coverage and technical support to the Supervisory Board members to an extent reasonable for carrying out the Supervisory Board duties.

11.7 The provisions of this § 11 will first apply for the fiscal year 2018.”

The Management Board and the Supervisory Board propose that the control agreement between Allianz SE and Allianz Asset Managemnt GmbH (in the following: “AAM”) with its registered seat in Munich, Germany, dated February 13, 2018, be approved.

AAM is managing a group of companies that are active in all areas of the financial sector domestically and abroad, in particular in the area of capital investment, asset management, intermediary business and service provision. AAM holds interests in domestic and foreign banks, providers of financial services, investment companies and other companies. A profit transfer agreement is already in existence between Allianz SE and AAM since 2011.

The agreement has essentially the following content:

• AAM submits the direction of the company to Allianz SE. Allianz SE is consequently authorized to issue instructions to the management of AAM regarding the direction of the company. Allianz SE will exercise its right to issue instructions through its management board only.
• In accordance with the provisions of Art. 9 (1) c) ii) SE-VO in conjunction with § 302 AktG, as amended, Allianz SE is obliged to compensate any annual deficit sustained during the term of this agreement, unless such deficit is balanced through withdrawing amounts from the other retained earnings pursuant to § 272 (3) HGB which were allocated to the retained earnings during the term of this agreement.
• The agreement will become effective upon its registration in the commercial register of AAM.
• The agreement is concluded for an indefinite time and may be terminated at any time at the end of a fiscal year with a notice period of six months. The right to terminate the agreement for cause without notice remains unaffected. Termination for cause shall particularly be available if Allianz SE completely or partly disposes of its participation in AAM or no longer directly holds the majority of the voting rights resulting from its participation.

The shareholders’ meeting of AAM has already approved the control agreement, and such approval has been notarized. The Supervisory Board of Allianz SE has approved the agreement on March 8, 2018. 

Sole shareholders of AAM are Allianz SE with a participation quota of 74,48 % and Allianz Finanzbeteiligungs GmbH with a participation quota of 25,52 %. Allianz Finanzbeteiligungs GmbH, in turn, is a 100 % subsidiary of Allianz SE and both companies are interconnected via a profit transfer agreement. As a result, AAM has no external shareholders within the meaning of § 304 AktG and no provisions for compensation payments or consideration (§§ 304, 305 AktG) are required.

The following documents are available online at www.allianz.com/agm:

• the control agreement;
• the joint report of the Management Board of Allianz SE and the management of Allianz Asset Management GmbH;
• report of the contract auditors;
• the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
• the Annual Financial Statements and Management Reports of Allianz Asset Management GmbH (formerly “Allianz Asset Management AG ”) for the past three fiscal years.

The documents will also be available at the Annual General Meeting of Allianz SE.

The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and Allianz Climate Solutions GmbH (in the following: “ACS”) with its registered seat in Munich, Germany, dated February 13, 2018, be approved.

ACS was founded in 2002 as “AZ-Argos 4 Vermögensverwaltungsgesellschaft mbH” and changed its company name on July 31, 2007. ACS is providing advisory services for companies of Allianz Group and also to third parties in connection with the planning and realization of investment projects related to climate protection. Within Allianz Group, ACS is the center of competence for renewable energies and climate risks. It is advising Allianz Group regarding its climate policy.

The agreement has essentially the following content:

• ACS submits the direction of the company to Allianz SE. Allianz SE is consequently authorized to issue instructions to the management of ACS regarding the direction of the company. Allianz SE will exercise its right to issue instructions through its management board only.
• ACS undertakes for the term of this agreement to transfer its entire profits to Allianz SE. Subject to the formation or dissolution of reserves, the amount to be transferred is the annual net income as determined without any profit transfer, less a loss carry-forward from the previous year, if any, and less amounts which may not be distributed according to statutory law.
• With the consent of Allianz SE, ACS may allocate amounts out of the annual net income to the retained earnings (§ 272 (3) HGB) only insofar as this is permissible under applicable German accounting rules and is economically justified based on sound business judgment. Upon request by Allianz SE, any other retained earnings pursuant to § 272 (3) HGB accumulated during the term of this agreement must be dissolved and applied to balancing any annual deficit or be transferred as profit. The transfer of amounts generated from the dissolution of other retained earnings which were accumulated prior to the effectiveness of this agreement shall be excluded.
• In accordance with the provisions of Art. 9 (1) c) ii) SE-VO in conjunction with § 302 AktG, as amended, Allianz SE is obliged to compensate any annual deficit sustained during the term of this agreement, unless such deficit is balanced through withdrawing amounts from the other retained earnings pursuant to § 272 (3) HGB which were allocated to the retained earnings during the term of this agreement. ACS may request installment payments of the loss assumption from Allianz SE in the course of the fiscal year. The sum of such installment payments shall not exceed the amount of the expected loss assumption.
• The agreement will become effective upon its registration in the commercial register of ACS and shall have retroactive effect as of January 1, 2018. The control through the right to issue instructions shall in any event only apply upon registration of the agreement in the commercial register of ACS.
• The agreement is concluded for a fixed term ending at midnight on December 31, 2022, and will thereafter be consecutively renewed in unamended form for each calendar year, unless it is terminated by either contractual partner at least six months prior to its expiry. The right to terminate the agreement for cause without notice remains unaffected. Termination for cause shall particularly be available if Allianz SE completely or partly disposes of its participation in ACS or no longer directly holds the majority of the voting rights resulting from its participation.

The shareholders’ meeting of ACS has already approved the control and profit transfer agreement, and such approval has been notarized. The Supervisory Board of Allianz SE has approved the agreement on March 8, 2018.

Sole shareholders of ACS is Allianz SE. As a result, ACS has no external shareholders within the meaning of § 304 AktG and no provisions for compensation payments or consideration (§§ 304, 305 AktG) are required. In addition, an audit of the control and profit transfer agreement as well as a respective report of a contract auditor are not required (§§ 293 et seq. AktG).

The following documents are available online at www.allianz.com/agm:

• the control and profit transfer agreement;
• the joint report of the Management Board of Allianz SE and the management of Allianz Climate Solutions GmbH;
• the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
• the Annual Financial Statements of Allianz Climate Solutions GmbH for the past three fiscal years.

The documents will also be available at the Annual General Meeting of Allianz SE.