Creation of an Authorized Capital 2022/II for the issuance of shares to employees with exclusion of shareholders’ subscription rights, cancellation of the Authorized Capital 2018/II and corresponding amendment to the Statutes

§ 2 (4) of the Statutes of Allianz SE provides for an authorized capital for the issue of employee shares (Authorized Capital 2018/II). The Authorized Capital 2018/II, was created by the General Meeting on May 9, 2018 and still amounts to EUR 15,000,000. The Authorized Capital 2018/II is valid up until May 8, 2023. 

The Management Board and the Supervisory Board propose to the Annual General Meeting that a new Authorized Capital 2022/II amounting to EUR 15,000,000 - this corresponds to around 1.3% of the current share capital - be created against cash contributions. The term of the authorization is five years. The Authorized Capital 2018/II shall be cancelled as soon as the new Authorized Capital 2022/II becomes effective.

By renewing the authorization, the Company retains the possibility to offer shares of the Company to the employees of Allianz SE or its Group companies as employee shares at preferential conditions in the future without having to make an acquisition via the stock exchange. 

New shares from the use of the Authorized Capital 2022/II may only be issued to employees of Allianz SE or its Group Companies. Offering shares to employees is in the best interest of the Company and its shareholders, because it enhances employee identification with the Company and encourages them to take responsibility for the Company. It also enables employees to participate in the long term development of Allianz SE. Under the German Stock Corporation Act, shares required for this purpose may be issued from authorized capital. In order to have sufficient authorized capital for the issue of employee shares in the following years, this authorized capital shall be renewed and remain unchanged at EUR 15,000,000. The volume of this authorization has been determined by taking into account the number of employees entitled to participate and the term of the authorization. With regard to the employee shares issued in recent years, treasury shares earmarked for this purpose, or treasury shares repurchased for this purpose were used. 

To be able to offer shares from authorized capital to employees, it is necessary to exclude shareholders’ subscription rights. The Board of Management assesses the exclusion of shareholders’ subscription rights for the purpose of issuing shares to employees of Allianz SE or its Group Companies to be factually justifiable and reasonable, taking into account the possible dilution resulting from it.

New shares will be issued on the basis of the market price of the Allianz shares with customary discounts. The Board of Management may link the issuance of shares to employees to additional prerequisites, e. g. a minimum holding period.

The employee shares will be issued against cash. The new shares may also be issued via a credit institution or an undertaking that fulfils the prerequisites of § 186 (5) sentence 1 AktG.

The Management Board will report on the extent to which it has made use of the Authorized Capital 2022/II at the respective next General Meeting following such use.