The Board of Management and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 4,544,152,898.54 for the 2018 fiscal year shall be appropriated as follows:

Distribution of a dividend of EUR 9.00 per no-par share entitled to a dividend: EUR 3,811,482,225.00

Unappropriated earnings carried forward: EUR 732,670,673.54

The proposal for appropriation of net earnings reflects the 961,636 treasury shares held directly and indirectly by the Company as of December 31, 2018. 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 9.00 per each share entitled to a 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

§ 120 (4) AktG provides for the possibility for the Annual General Meeting to decide on the approval of the remuneration system for the members of the management board. The Annual General Meeting of Allianz SE last rendered such a resolution on May 5, 2010. The remuneration system for members of the Board of Management of Allianz SE as approved by the Annual General Meeting has been changed effective January 1, 2019. For this reason, the possibility of passing a resolution by the Annual General Meeting on the approval of the remuneration system for the members of the management board shall once again be used.

The revised remuneration system for the members of the Board of Management of Allianz SE and the material changes compared to the remuneration system in effect until December 31, 2018, are presented in the Remuneration Report of the Annual Report 2018 of Allianz Group on pages 35 et seq. The Annual Report 2018 is available on the Internet at WWW.ALLIANZ.COM/AGM. The Chairman of the Supervisory Board will explain the new remuneration system at the Annual General Meeting.

Compared to the previous system, the new remuneration system dispenses with the Mid-Term-Bonus and thus consists of three instead of four remuneration components: a fixed compensation, performance-related annual variable compensation and multi-year share-based compensation. The weighting of the components is 30% : 25% : 45%. The high weighting of the share-based component, the introduction of a relative performance measurement compared with the European insurance index STOXX Europe 600 Insurance, and additional mandatory personal investments by the Board of Management in Allianz shares ensure that the interests of the Board of Management correspond to those of the shareholders. Additional features include, in particular, rules for the repayment of variable remuneration components already paid out (clawback).

The Management Board and the Supervisory Board propose that the remuneration system for the Board of Management of Allianz SE in effect since January 1, 2019, be approved.

The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and AllSecur Deutschland AG (in the following: “AllSecur”) with its registered seat in Munich, Germany, dated February 13, 2019, be approved.

AllSecur was founded in 1999 as “Vereinte Spezial Versicherung AG” and changed its company name on November 9, 2010. The object of AllSecur's business is the direct operation of property and casualty insurance in Germany and abroad. Furthermore, the object of the company is the indirect operation of all branches of insurance as well as the mediation of insurance of all kinds, building savings contracts and other contracts that are directly related to the insurance business of AllSecur. 

AllSecur pursues the overriding objective of achieving a leading position in direct business. To achieve this goal over the next years, AllSecur, under the leadership of Allianz SE, is developing the European Direct Platform (EDP). As part of this project, several direct carriers of Allianz Group are pooling their resources and are jointly developing products, processes and IT structures that are optimized to meet the requirements of the direct market.

The agreement has essentially the following content:

• AllSecur submits the direction of the company to Allianz SE. Allianz SE is consequently authorized to issue instructions to the Board of Management of AllSecur regarding the direction of the company. The management and representation of the company remain the responsibility of the Board of Management of AllSecur. Allianz SE will exercise its right to issue instructions through its Board of Management only. The management board of AllSecur continues to decide in its own responsibility on compliance with the statutory and supervisory regulations as well as the administrative principles of the supervisory authorities. Allianz SE will not issue any instructions to the management board of AllSecur, adherence to which – objectively assessed – would be detrimental to the interests of the insured persons or the permanent fulfillment of the insurance contracts.
• AllSecur 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 any loss carry-forward from the previous year and the amount to be included in the statutory reserve in accordance with § 300 AktG, as well as the amount that is prohibited from dividend payments pursuant to § 268 (8) AktG.
• With the consent of Allianz SE, AllSecur 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. AllSecur may, without the consent of Allianz SE, transfer funds to other retained earnings in order to comply with the solvency capital requirements prescribed by law, regulation or regulatory administrative principles.
• 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. However, the dissolution of other retained earnings is only permitted insofar as AllSecur’s own funds remain in the amount of the statutory solvency capital requirements.
• According to 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. AllSecur 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 requires the prior approval of the Bundesanstalt für Finanzdienstleistungsaufsicht. The agreement will become effective upon its registration in the commercial register of AllSecur and shall have retroactive effect as of January 1, 2019. The control through the right to issue instructions shall in any event only apply upon registration of the agreement in the commercial register of AllSecur.
• The agreement is concluded for a fixed term ending at midnight on December 31, 2023, 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 it is so required by the Bundesanstalt für Finanzdienstleistungsaufsicht, Allianz SE completely or partly disposes of its participation in AllSecur or no longer directly holds the majority of the voting rights resulting from its participation. Occurrence of a loss assumption, however, shall not allow for termination for cause.
• Both ordinary termination and termination for cause require the approval of the Bundesanstalt für Finanzdienstleistungsaufsicht in order to be effective.

The shareholders’ meeting of AllSecur 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 7, 2019.

Sole shareholder of AllSecur is Allianz SE. As a result, AllSecur 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 (§§ 293b (1), 293e AktG).

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

• the control and profit transfer agreement;
• the joint report of the Board of Management of Allianz SE and the Board of Management of AllSecur Deutschland AG;
• the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
• the Annual Financial Statements and Management Reports of AllSecur Deutschland AG for the past three fiscal years.

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