The Management Board and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 5,021,299,514.59 for the fiscal year 2021 shall be appropriated as follows:

Distribution of a dividend of EUR 10.80 per no-par
value share entitled to a dividend: EUR 4,408,766,852.40
Unappropriated earnings carried forward: EUR 612,532,662.19

The proposal for appropriation of net earnings reflects the 238,720 treasury shares held directly and indirectly by the Company at December 31, 2021. 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 10.80 per each no-par value share entitled to dividend. 

Pursuant to § 58 (4) sentence 2 AktG the claim to dividends shall be due on the third business day following the resolution adopted by the General Meeting. 

The Management Board and the Supervisory Board propose that the actions in fiscal year 2021 of the members of the Management Board of Allianz SE that held office in fiscal year 2021 be approved.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2021 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2021 be approved.

Due to an amendment enacted through Article 11 of the German Act to Strengthen Financial Market Integrity dated June 3, 2021 (Gesetz zur Stärkung der Finanzmarktintegrität, Federal Law Gazette, BGBl. I p. 1534) to the rules regarding the appointment of the statutory auditor, in future at insurance undertakings too, the General Meeting shall be responsible for appointing the statutory auditor, rather than the Supervisory Board as has been the case to date. 

The Supervisory Board, based on the recommendation of the Audit Committee, therefore proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main (PwC), be appointed as statutory auditor of the annual financial statements and the consolidated financial statements for the fiscal year 2022, and as the auditor to perform the review of the half-year financial report as of June 30, 2022.

The Audit Committee has declared that its recommendation was made without any undue influence from any third party and that no clause of the kind described in Art. 16 (6) of the EU Audit Regulation (Regulation (EU) No 537/2014) limiting its scope of choice was imposed on it.

§ 120a (4) AktG, as newly introduced by the German Act Implementing the Second Shareholder Rights Directive (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, ARUG II), provides that the general meeting of a listed company shall vote on the approval of the audited remuneration report prepared for the previous fiscal year in accordance with § 162 AktG. The first such vote shall take place in respect of the Remuneration Report prepared for the fiscal year 2021. 

The Remuneration Report prepared by the Management Board and Supervisory Board has been audited by the statutory auditor in accordance with § 162 (3) AktG to ascertain whether all information has been provided pursuant to § 162 (1) and (2) AktG. In addition, the statutory auditor was instructed to also conduct an audit of the substantive contents of the Remuneration Report. The statutory auditor’s opinion issued in respect of the audit of the Remuneration Report is enclosed with the Remuneration Report.

The Remuneration Report for the fiscal year 2021 can be found under “Reports and information on Agenda Items”.

The Management Board and Supervisory Board propose to approve the Remuneration Report for the previous fiscal year, prepared and audited in accordance with § 162 AktG.

The term of office of all Supervisory Board members terminates with the end of the Annual General Meeting taking place on May 4, 2022. Hence, an election by the Annual General Meeting of the shareholder representatives at the Supervisory Board is required.

Pursuant to Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE-VO), § 17 SE Implementation Act (SE-Ausführungsgesetz, SEAG), § 21 (3) SE Participation Act (SE-Beteiligungsgesetz, SEBG), Part B of the Agreement concerning the Participation of Employees in Allianz SE in the version dated June 2021 (Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board consists of twelve members and is to be composed of six shareholder representatives and six employee representatives. The shareholder representatives are appointed by the General Meeting. Pursuant to Part B, Section 3 of the Employee Participation Agreement, employee representatives are appointed by the SE Works Council. 

With the resolution adopted by the General Meeting of May 5, 2021, the regular term of office of members of the Supervisory Board was reduced to four years. According to § 7 (1) of the Statutes, the appointment of members of the Supervisory Board will be effected by the General Meeting for the time until the close of the General Meeting which resolves on the approval of actions in respect of the third fiscal year following the beginning of the term of office, not counting the fiscal year in which the term of office begins. Repeated appointments are permitted and the General Meeting may determine a shorter period as term of office.

In order to consider the objectives for the composition of the Supervisory Board , especially the age limit and the length of the term of membership, and, in order to respond flexibly to changes in the competence requirements, the proposed term of office for some of the candidates listed below shall not encompass the regular term of office of four years. This will also enable the incremental formation of a “staggered board” for the future. Ms Boissard, Ms Chatterjee and Mr Diekmann shall be appointed for four years, Dr Eichiner for three years, and Ms Bosse and Mr Hainer for two years.

Upon proposal of the Nomination Committee of the Supervisory Board and taking into account the objectives for the Supervisory Board’s composition as well as the competence profile and diversity concept developed for the entire Board, the Supervisory Board proposes to elect the following persons as shareholder representatives to the Supervisory Board of Allianz SE:

a. Sophie Boissard, Paris, France, Chairwoman of the Board of Management of Korian S.A.;

b. Christine Bosse, Drollingmølle, Denmark, member of various Supervisory Boards;

c. Rashmy Chatterjee, London, United Kingdom, Chairwoman of the Board of Management of ISTARI Global Ltd.;

d. Michael Diekmann, Munich, Germany, member of various Supervisory Boards;

e. Dr Friedrich Eichiner, Rottach-Egern, Germany, member of various Supervisory Boards;

f. Herbert Hainer, Herzogenaurach, Germany, member of various Supervisory Boards.

The candidates proposed under a), c) and d) shall be appointed for a term until the close of the General Meeting which resolves on the approval of actions in respect of the fiscal year 2025. The candidate proposed under e) shall be appointed for a term until the close of the General Meeting which resolves on the approval of actions in respect of the fiscal year 2024, and the candidates proposed under b) and f) shall be appointed for a term until the end of the General Meeting which resolves on the approval of the actions in respect of the fiscal year 2023.

In case of his election by the Annual General Meeting, it is intended that Michael Diekmann be proposed as candidate for the Chair of the Supervisory Board. 

The proposed candidates have no personal or business relations within the meaning of section C.13. of the German Corporate Governance Code with Allianz SE or Group companies, the governing bodies of Allianz SE, or a shareholder with a material interest in the Company. The proposed candidates are considered as independent from the Company and its Board of Management. In addition, the Supervisory Board verified with all of the candidates that they can devote the amount of time expected to be required.

According to § 17 (2) SEAG, the Supervisory Board of Allianz SE must be composed of at least 30% of both women and men. In its meeting on February 9, 2022, the SE Works Council has appointed the employee representatives for the Supervisory Board for the term of office of four years as defined in the Statutes, amongst them two women. Therefore, with the election of the proposed candidates, the minimum requirement of 30% will be met.

It is intended to have the Annual General Meeting vote on the election to the Supervisory Board on an individual basis.

The CVs of the proposed candidates can be found under “Reports and information on Agenda Items”.

The Authorized Capital 2018/I of Allianz SE (§ 2 (3) of the Statutes of Allianz SE) in the amount of EUR 334,960,000 to date has not been utilized and is valid until May 8, 2023. A new Authorized Capital amounting to EUR 467,968,000 shall be created (Authorized Capital 2022/I). The Authorized Capital 2018/I shall be cancelled when the new Authorized Capital 2022/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 3, 2027, 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 467,968,000 - at the time of the authorization this corresponds to 40% of the share capital of EUR 1,169,920,000 - (Authorized Capital 2022/I).

However, the sum total of shares issued according to this authorization and the shares that are to be issued to service the conversion or option rights or conversion obligations under bonds (including participation rights) issued during the term of this authorization, shall also not exceed a proportionate amount of the share capital of EUR 467,968,000 - at the time of the authorization, this corresponds to 40% of the current share capital of EUR 1,169,920,000.

If the share capital is increased against contributions in cash the shareholders are to be granted a subscription right. The shares can be taken over by credit institutions or undertakings that fulfil 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 rights 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 to shares in 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 in corresponding application of § 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 - at the time of the authorization, this corresponds to 10% of the share capital of EUR 1,169,920,000. 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.

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 2018/I pursuant to § 2 (3) of the Statutes, adopted by the Annual General Meeting on May 9, 2018 under Agenda Item 5, in the amount of EUR 334,960,000, shall be cancelled upon effectiveness of the new Authorized Capital 2022/I. 

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2018/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 2022/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 2022/I registered in the commercial register irrespective of the other resolutions of the Annual General Meeting.

The Authorized Capital 2018/II of Allianz SE (§ 2 (4) of the Statutes of Allianz SE) created for the purpose of issuing shares to employees has not been utilized yet and amounts to EUR 15,000,000. The Authorized Capital 2018/II is still valid until May 8, 2023. A new Authorized Capital for the issue of shares to employees shall therefore be created (Authorized Capital 2022/II). The Authorized Capital 2018/II shall be cancelled when the new Authorized Capital 2022/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 3, 2027, by up to a total of EUR 15,000,000 - at the time of the authorization, this corresponds to around 1.3% of the share capital of EUR 1,169,920,000 - by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2022/II). Shareholders’ subscription rights are excluded. The new shares shall only be issued to employees of Allianz SE or its Group companies. The new shares may be issued with a credit institution or undertaking that fulfils the prerequisites of § 186 (5) sentence 1 AktG. 

The Management Board shall be authorized, moreover, 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: 

c) The Authorized Capital 2018/II pursuant to § 2 (4) of the Statutes, adopted by the General Meeting on May 9, 2018 under Agenda Item 6 in the amount of EUR 15,000,000 shall be cancelled upon the effectiveness of the new Authorized Capital 2022/II.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2018/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 2022/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 2022/II registered in the commercial register independently from any other resolutions of the Annual General Meeting. 

By resolution pertaining to Agenda Item 7 of the Annual General Meeting on May 9, 2018, the Management Board was authorized, upon the approval of the Supervisory Board to issue bearer or registered convertible bonds, bonds with warrants, convertible participation rights, participation rights, and subordinated financial instruments without conversion or option rights or conversion obligations, with or without definite maturity, once or several times, on or before May 8, 2023 with a nominal amount of up to EUR 15,000,000,000.

The existing authorization was utilized through the issue of undated subordinated financial instruments without conversion or option rights or conversion obligations, in order to create own fund items in accordance with insurance regulatory requirements, namely with a nominal amount of EUR 1,250,000,000 and USD 1,250,000,000 on November 17, 2020 as well as with a nominal amount of EUR 1,250,000,000 and USD 1,250,000,000 on September 7, 2021.

The authorization was not otherwise utilized.

The Conditional Capital 2010/2018 of Allianz SE (§ 2 (5) of the Statutes of Allianz SE) amounting to EUR 250,000,000, which was earmarked, among other things, for servicing the conversion rights or conversion obligations under a EUR 500,000,000 convertible bond issued in 2011 and repurchased in 2021, has not been utilized yet.

A new authorization shall be created for the issue of bonds, and the current authorization shall be cancelled insofar as it has not been utilized.

For the purpose of servicing the conversion or option rights or conversion obligations granted under bonds, new conditional capital (Conditional Capital 2022) shall be created, and the non-utilized Conditional Capital 2010/2018 shall be cancelled from the time that the new Conditional Capital 2022 becomes effective. 

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

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

b) Conditional capital increase 

The share capital shall be conditionally increased by up to EUR 116,992,000 - at the time of the authorization, this corresponds to 10% of the share capital of EUR 1,169,920,000 - by issuing new, registered, no-par value shares (Conditional Capital 2022). The conditional capital increase shall enable the issue of shares to the holders of convertible bonds and bonds with warrants, according to the authorization under lit. a) above. 

The new shares shall be issued at the respective conversion or option price to be determined pursuant to the aforementioned authorization under lit. a) above. 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 net earnings 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 9, 2018, insofar as it has not been utilized, and cancellation of the Conditional Capital 2010/2018

The authorization approved by the General Meeting on May 9, 2018 under Agenda Item 7, to issue convertible bonds, bonds with warrants, convertible participation rights, participation rights and subordinated financial instruments is cancelled insofar as it has not been utilized. The Conditional Capital 2010/2018 pursuant to § 2 (5) of the Statutes that has been not utilized, is cancelled. These cancellations will only be effective once the new authorization for the issue of convertible bonds and bonds with warrants, participation rights and hybrid instruments in accordance with the resolution set out under lit. a) and the new Conditional Capital 2022 in accordance with the resolution set out under lit. b) have become effective. 

d) Amendment to the Statutes

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

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

The Management Board is instructed to file the resolution on the cancellation of the Conditional Capital 2010/2018 with the commercial register in such a manner that the cancellation will only be entered into the commercial register if the new Conditional Capital 2022 to be adopted pursuant to lit. b) and d) of this Agenda Item will be registered at the same time. The Management Board shall be authorized to apply to have the Conditional Capital 2022 registered 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 convertible bonds and bonds with warrants has not been utilized upon expiry of the term of authorization, as well as in the event that the Conditional Capital 2022 has not been utilized upon expiry of the deadlines for exercising conversion and option rights or for fulfilling conversion obligations.

The authorization to acquire and utilize treasury shares pursuant to § 71 (1) no. 8 AktG, granted to the Board of Management by the Annual General Meeting on May 9, 2018 expires on May 8, 2023. 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 share capital of Allianz SE existing at the time of the authorization. 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 treasury 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 3, 2025. The currently existing authorization to acquire and utilize treasury shares for other purposes adopted by the Annual General Meeting of the Company on May 9, 2018 under Agenda Item 9 and expiring on May 8, 2023, shall be cancelled upon this new authorization coming into effect, insofar as it was not utilized.

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.

e) The authorizations under lit. d) shall also apply to the use of shares of the Company acquired on the basis of earlier authorizations pursuant to § 71 (1) no. 8 AktG and to any shares acquired 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 used 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) to (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 adopted under Agenda Item 11 to acquire treasury shares pursuant to § 71 (1) no. 8 AktG, the Company shall also be authorized to acquire treasury shares using derivatives. Also supplementary to the authorization to be adopted by resolution under Agenda Item 11, regarding the acquisition of treasury shares in accordance with § 71 (1) no. 8 AktG, the Company shall be authorized to acquire treasury shares via a multilateral trading facility within the definition of § 2 (6) German Stock Exchange Act (BörsG).

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

a) In addition to the authorization adopted by the Annual General Meeting on May 4, 2022 under Agenda Item 11 (“authorizing resolution”), the acquisition of treasury shares 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 fulfilment through the delivery of Allianz SE shares (“forward purchases”) or (4) a combination of put and/or call options and/or 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 undertaking that fulfils the requirements of § 186 (5) sentence1 AktG. The shares acquired through the exercise of this authorization resolution shall count towards the acquisition limit of the authorization resolution, and they may only be acquired provided the volume of the authorization adopted under Agenda Item 11 has not been exhausted.

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 does 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 must be chosen in such a way that the acquisition of Allianz shares upon the exercise or fulfilment of the derivatives will take place no later than May 3, 2025.

c) The terms and conditions of the derivatives shall ensure that the shares to be delivered to the Company upon exercise or fulfilment of the derivatives have previously been acquired in keeping with the legal principle of equal treatment. In particular, an acquisition via a stock exchange fulfills this requirement.  

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, in corresponding application of § 186 (3) sentence 4 AktG. 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) The rules set out in lit. d) to g) of the authorization resolution shall apply mutatis mutandis to the use of treasury shares acquired using derivatives.

g) Existing derivatives agreed during the existence of previous authorizations and on the basis of those authorizations may also still be used to acquire treasury shares subject to the preceding conditions.  

h) By way of supplementing the authorization resolution, alongside the methods described in that resolution, acquisition of Company shares may also be performed using multilateral trading facilities (“MTF”) within the definition of § 2 (6) BörsG. The acquisition performed via MTFs will be treated as equivalent to an acquisition made via the stock exchange in accordance with the authorization resolution. The purchase price per share (excluding incidental costs) may not, by more than 10%, exceed or fall short of the price determined on the day of trading by the opening auction in the Xetra trading system (or any comparable successor system of the Frankfurt Stock Exchange). The provisions set out in the authorizing resolution regarding the use of the shares acquired in this manner, including the exclusion of shareholders’ subscription rights, shall apply mutatis mutandis. The shares acquired through the exercise of this authorization shall count towards the acquisition limit of the authorization resolution.

The following company agreements exist between Allianz SE and subsidiaries of Allianz SE legally structured as German limited liability companies (GmbH) listed below:

a) Profit and Loss Transfer Agreement dated December 20, 2001, in the form of the first amendment agreement dated March 10, 2014, with Allianz Finanzbeteiligungs GmbH, Munich,

b) Domination and Profit and Loss Transfer Agreement dated April 10, 2002, in the form of the first amendment agreement dated March 7/10, 2014, with IDS GmbH – Analysis and Reporting Services, Munich.

The aforementioned company agreements each contain provisions on loss assumption, pursuant to which any net loss that would otherwise incur can be compensated for by way of releasing other revenue reserves (andere Gewinnrücklagen) and capital reserves (Kapitalrücklagen). According to the wording of § 302 (1) AktG, however, an exception to the obligation of loss assumption is only permissible for other revenue reserves. This deviation in wording shall be remedied by deleting the provision on loss assumption insofar as it exceeds the mere dynamic reference to § 302 (1) AktG.

Therefore, the Management Board and the Supervisory Board propose the approval of the following amendment agreements:

a) Second amendment agreement dated February 24, 2022 to the Profit and Loss Transfer Agreement with Allianz Finanzbeteiligungs GmbH, Munich, as well as

b) Second amendment agreement dated February 24, 2022 to the Domination and Profit and Loss Transfer Agreement with IDS GmbH – Analysis and Reporting Services, Munich.

Each of the amendment agreements has the following key content:

• The existing loss assumption obligation of Allianz SE under the company agreements is newly drafted to the effect that conformity with § 302 (1) AktG as amended from time to time is ensured. 
• The remaining content of the company agreements remains unaffected.

The amendment agreements come into force upon the approval of the Annual General Meeting of Allianz SE and the subsequent registration with the commercial register of the participating subsidiary concerned. Allianz SE is the sole shareholder of the subsidiaries mentioned above. Therefore, pursuant to §§ 295, 293b (1) AktG, no review of the amendment agreements by a contract auditor is required.

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

• Original company agreements as well as the respective first amendment agreement of 2014;
• Second amendment agreements to the company agreements;
• Joint reports by the Management Board of Allianz SE, and by the management of the subsidiary concerned;
• Annual financial statements and management reports, as appropriate, for Allianz SE, and for the subsidiary concerned for the previous three fiscal years.

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

A Profit and Loss Transfer Agreement dated February 10/21, 2011 and a Domination Agreement, dated February 13, 2018 exist between Allianz SE and Allianz Asset Management GmbH (hereinafter “AAM”).

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 new regulatory framework for investment firm groups was established with the application of the Directive (EU) 2019/2034 on the prudential supervision of investment firms (“IFD”) and the Directive (EU) 2019/2033 on the prudential requirements of investment firms (“IFR”) and the coming into force of the German Securities Institutions Act (Wertpapierinstitutsgesetz - WpIG) on June 26, 2021. Under this framework AAM is deemed to be a parent investment holding company of an investment firm group. This regulatory classification necessitates that changes be made to the company agreements concluded with Allianz SE. As the parent investment holding company, AAM is required to fulfil regulatory requirements, in particular with respect to the calculation of regulatory own funds pursuant to the new regulation. With the amendments to the company agreements concluded with Allianz SE, it shall be ensured that AAM is able to fulfil these new regulatory requirements at all times, especially the requirements on regulatory own funds.

Therefore, the Management Board and the Supervisory Board propose the approval of the following amendment agreements:

a) First amendment agreement dated February 24, 2022 to the Profit and Loss Transfer Agreement with Allianz Asset Management GmbH, Munich, and

b) First amendment agreement dated February 24, 2022 to the Domination Agreement with Allianz Asset Management GmbH, Munich.

These amendment agreements contain the following provisions:

• The Profit and Loss Transfer agreement is augmented with a regulatory proviso, according to which neither (i) any consent from Allianz SE is required for the transfer of sums from the annual net income to the revenue reserves, nor may Allianz SE (ii) demand any release of other revenue reserves built up during the term of the agreement, nor may it (iii) issue notice of termination for cause, insofar as the exercise of such a right would be contrary to the regulatory eligibility of the provision of capital as a component of the regulatory Tier 1 capital of AAM.
• The Domination Agreement is augmented with a regulatory proviso, according to which Allianz SE may not issue notice of termination for cause insofar as this would be contrary to the regulatory eligibility of the provision of capital as a component of the regulatory Tier 1 capital of AAM. Moreover, it is clarified that instructions issued to the management of AAM would be invalid insofar as these would constitute an infringement of the regulatory norms of the WpIG, the IFR, regulatory provisions or regulatory Administrative Principles.
• The remaining content of the company agreements remains unaffected.

The amendment agreements shall come into force upon the approval of the General Meeting of Allianz SE and subsequent registration with the commercial register of AAM.

Shareholders of AAM are Allianz SE with a participation quota of 74.8 % and Allianz Finanzbeteiligungs GmbH with a participation quota of 25.2 %. Allianz Finanzbeteiligungs GmbH, then again, is a 100 % subsidiary of Allianz SE and both companies are interconnected via a profit and loss transfer agreement (see also Agenda Item 13). As a result, AAM has no external shareholders within the meaning of § 304 AktG and no provisions for compensation payments or settlement payments (§§ 304, 305 AktG) are required.

The following documents are available on the internet at www.allianz.com/agm:

• Original company agreements;
• Amendment agreements to the company agreements;
• Joint report of the Management Board of Allianz SE and the management of Allianz Asset Management GmbH;
• Report of the contract auditor;
• Annual financial statements and management reports of Allianz SE for the past three fiscal years;
• Annual financial statements and management reports of Allianz Asset Management GmbH for the past three fiscal years.

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