The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and Allianz Africa Holding GmbH (in the following: “AAH”) with its registered seat in Munich, Germany, dated February 18, 2020, be approved.
AAH was founded in 2019. The Company’s object is the administration of participations, shareholdings and interests in companies of all kinds domestically and abroad, especially in Africa. It is intended to concentrate the Africa business of Allianz Group under AAH.
The agreement has essentially the following content:
- AAH submits the direction of the company to Allianz SE. Allianz SE is consequently authorized to issue instructions to the management of AAH regarding the direction of the company. Allianz SE will exercise its right to issue instructions through its Management Board only.
- AAH 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, AAH 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) Council Regulation (EC) No 2157/2001 on the Statute for a European company (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. AAH 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 AAH and shall have retroactive effect as of January 1, 2020. The control through the right to issue instructions shall in any event only apply upon registration of the agreement in the commercial register of AAH.
- The agreement is concluded for a fixed term ending at midnight on December 31, 2024, 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 AAH or no longer directly holds the majority of the voting rights resulting from its participation.
The shareholders’ meeting of AAH 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 5, 2020.
Sole shareholder of AAH is Allianz SE. As a result, AAH 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 Africa Holding GmbH;
- the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
- the Annual Financial Statements of Allianz Africa Holding GmbH for fiscal year 2019.
The documents will also be available at the Annual General Meeting of Allianz SE.