Here you find the Agenda of the virtual Annual General Meeting of Allianz SE, that took place on Thursday, May 4, 2023, at 10 am CEST.
This is a translation of the Invitation to and Agenda of the Annual General Meeting of Allianz SE. Only the German version of this document is legally binding. This translation is provided to shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Allianz SE assumes no liability with respect thereto.
These documents include the Corporate Governance Statement pursuant to §§ 289f (1) and 315d of the German Commercial Code (“Handelsgesetzbuch – HGB”) as well as the explanatory reports on the disclosures pursuant to §§ 289a sentence 1 and 315a sentence 1 HGB and are available on the internet at www.allianz.com/agm. In addition, the materials will be made available and explained at the Annual General Meeting.
The Supervisory Board has already approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board. The Financial Statements have thus been formally adopted. Hence, as stipulated by law, no resolution is planned for Agenda Item 1.
The Management Board and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 4,929,826,777.05 for the fiscal year 2022 shall be appropriated as follows:
Distribution of a dividend of EUR 11.40 per no-par value share entitled to a dividend: EUR 4,578,116,446.80
Unappropriated earnings carried forward: EUR 351,710,330.25
The proposal for appropriation of net earnings reflects the 1,724,834 treasury shares held directly and indirectly by the Company at December 31, 2022. Such treasury shares are not entitled to the dividend pursuant to § 71b 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 11.40 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 2022 of the members of the Management Board of Allianz SE that held office in fiscal year 2022 be approved. The actions shall be approved by way of individual resolutions, i.e. separately for each Management Board member.
The actions of the following members of the Management Board that held office in fiscal year 2022 are up for approval:
a) Oliver Bäte
b) Sergio Balbinot
c) Sirma Boshnakova
d) Dr. Barbara Karuth-Zelle
e) Dr. Klaus-Peter Röhler
f) Ivan de la Sota
g) Giulio Terzariol
h) Dr. Günther Thallinger
i) Christopher Townsend
j) Renate Wagner
k) Dr. Andreas Wimmer
The Management Board and the Supervisory Board propose that the actions in fiscal year 2022 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2022 be approved. The actions shall be approved by way of individual resolutions, i.e. separately for each Supervisory Board member. The actions of the following members of the Supervisory Board that held office in fiscal year 2022 are up for approval:
a) Michael Diekmann
b) Gabriele Burkhardt-Berg
c) Herbert Hainer
d) Sophie Boissard
e) Christine Bosse
f) Rashmy Chatterjee
g) Dr. Friedrich Eichiner
h) Jean-Claude Le Goaër
i) Martina Grundler
j) Godfrey Hayward
k) Frank Kirsch
l) Jürgen Lawrenz
m) Primiano Di Paolo
n) Jim Hagemann Snabe
The Supervisory Board, based on the recommendation of the Audit Committee, proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as statutory auditor of the Annual Financial Statements and the Consolidated Financial Statements for the fiscal year 2023, and as the auditor to perform the review of the Half-year Financial Report as of June 30, 2023.
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 of the European Parliament and of the Council of 16 April 2014) limiting its scope of choice was imposed on it.
In accordance with § 162 AktG, the Management Board and Supervisory Board have prepared a report on the remuneration granted and due to current and former members of the Management Board and the Supervisory Board in fiscal year 2022, which they present to the Annual General Meeting for approval.
The Remuneration Report has been audited by the statutory auditor in accordance with § 162 (3) AktG to ascertain that all information has been provided pursuant to § 162 (1) and (2) AktG. The auditor was also mandated – beyond the statutory requirements – to conduct an audit of the 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 2023 can be found under “Reports and information on Agenda Items”.
The Management Board and the Supervisory Board propose to approve the Remuneration Report for the fiscal year 2022, prepared and audited in accordance with § 162 AktG.
The last regular adjustment of the remuneration of the full Supervisory Board was approved by the Annual General Meeting on May 9, 2018. Since then, the sole amendment made was the introduction of a remuneration for the members of the Nomination Committee as part of the resolution on the approval of the remuneration of the members of the Supervisory Board adopted at the Annual General Meeting on May 5, 2021. In the last few years, however, the workload has increased significantly both for the full Supervisory Board and the Supervisory Board Committees due to steadily growing legal and regulatory requirements and responsibilities. This applies in particular to the work performed by the Chairman of the Supervisory Board and the members of the Audit Committee, partly driven by the changes resulting from the German Financial Market Integrity Strengthening Act (“Finanzmarktintegritätsstärkungsgesetz – FISG”) and the new version of the German Corporate Governance Code. Moreover, in view of the increased regulatory requirements regarding the qualifications of members of supervisory boards in the insurance sector, attractive remuneration is indispensable in order to be able to attract suitable candidates for the Supervisory Board of Allianz SE. Institutional investors as well as proxy advisors increasingly expect that the Chairperson of the Supervisory Board is no former member of the Management Board of Allianz SE. In light hereof, the remuneration of the Chairperson of the Supervisory Board should be attractive for external candidates, as well.
Against this background and in light of the general development of supervisory board remuneration in comparable companies, it is proposed to the Annual General Meeting to pass a resolution on the adjustment of the Supervisory Board remuneration and a corresponding amendment of the Statutes in accordance with § 113 (3) sentence 1 AktG. The annual fixed remuneration shall be increased to EUR 150,000 each for regular Supervisory Board members, to EUR 450,000 for the Chairperson of the Supervisory Board, and to EUR 225,000 each for Deputy Chairpersons. At the same time, the additional annual fixed remuneration shall be increased to EUR 75,000 each for the members of the Audit Committee, and to EUR 150,000 for the Chairperson of the Audit Committee. In all other respects, the existing Remuneration System for the Supervisory Board approved by the Annual General Meeting on May 5, 2021 shall remain unchanged.
a) The Management Board and the Supervisory Board propose that the Remuneration System for the Supervisory Board as set out below be adopted:
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board is governed by the Statutes and the German Stock Corporation Act. Furthermore, the structure of the Supervisory Board’s remuneration is regularly reviewed with regard to its compliance with German, European, and international corporate governance recommendations and regulations.
Remuneration Principles
Remuneration Structure and Components
The remuneration of the Supervisory Board of Allianz SE entails only a fixed remuneration. Supervisory Board members who served for only part of the fiscal year shall receive one-twelfth of the annual remuneration for each month of service or any part of such month. The same applies to the membership in Supervisory Board Committees.
Fixed Annual Remuneration
The remuneration of a Supervisory Board member consists of a fixed cash amount paid pro rata temporis after the end of the respective quarter of the fiscal year. Each regular Supervisory Board member receives a fixed remuneration amounting to EUR 150,000 per year. The Chairperson of the Supervisory Board receives a remuneration amounting to EUR 450,000 and each Deputy shall receive EUR 225,000.
Committee-related Remuneration
The Chairpersons and members of the Supervisory Board Committees receive additional fixed remuneration for their committee work. The committee-related compensation is determined in detail as follows:
The committee-related remuneration will also be paid pro rata temporis after the end of the respective quarter of the fiscal year.
Attendance Fees and Expenses
In addition to the fixed and committee-related remuneration, members of the Supervisory Board receive an attendance fee of EUR 1,000 for each Supervisory Board or Committee meeting they attend in person. Should several meetings be held on the same or consecutive days, the attendance fee will only be paid once. The attendance fee is payable after the respective meeting.
Furthermore, members are reimbursed for expenses incurred in connection with their Supervisory Board activities. The Company provides insurance coverage and technical support to the Supervisory Board members to an extent reasonable for carrying out their Supervisory Board duties.
b) To implement the Remuneration System for the members of the Supervisory Board as described above, the Management Board and the Supervisory Board 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 150,000. The Chairperson of the Supervisory Board will receive an annual remuneration of EUR 450,000 and each Deputy shall receive EUR 225,000.
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 Chairpersons will receive an additional annual remuneration of EUR 50,000. Members of the Audit Committee will receive an additional annual remuneration of EUR 75,000, while the Chairperson of such Committee will receive EUR 150,000. Members of the Nomination Committee will receive an additional annual remuneration of EUR 12,500, while the Chairperson of such Committee will receive EUR 25,000.
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 fiscal year shall receive one-twelfth of the annual remuneration for each month of service or any part of such month. The same applies to the membership in Supervisory Board Committees.
11.5. The remuneration according to paragraphs 1 and 2 is due and payable, pro rata temporis, after the end of the respective quarter of the fiscal year. The attendance fee according to paragraph 3 is due after the respective meeting.
11.6. The Company reimburses the members of the Supervisory Board for their out-of-pocket expenses in connection with 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 2023.”
With the German Act on the Introduction of Virtual General Meetings for Stock Corporations and Amendment of Cooperative and Insolvency and Restructuring Provisions of July 20, 2022 (Federal Gazette (“Bundesgesetzblatt”) I p. 1166), the German legislator has permanently enshrined the virtual general meeting in the German Stock Corporation Act. Pursuant to the newly introduced provisions, the Statutes can allow for, or authorize the Management Board to allow for the General Meeting to be held as a virtual meeting. The authorization may be granted for no more than five years following the registration of the amendment of the Statutes with the Commercial Register (§ 118a (1) sentence 1, (5) AktG).
To allow for virtual general meetings on this legal basis, the Statutes shall be amended correspondingly. In this respect, it appears expedient to authorize the Management Board to determine the format of the relevant general meeting, rather than to directly determine in the Statutes that it be held as a virtual general meeting. Since shareholders have not yet had the chance to familiarize themselves with the new format, the authorization shall be limited to a term of two years so that the maximum possible term of five years is not fully utilized. The Management Board will make its respective decision on the format and detailed arrangement of the General Meeting at its due discretion in the best interest of the Company and the shareholders. In doing so, it will take into account the experiences gained at the virtual General Meetings in 2023 and in later years.
The option to hold general meetings virtually is in any case necessary, so that in case of a re-renewed pandemic situation or any other emergency, preventing the Company from holding an in-person general meeting, it can be ensured that the requisite resolutions of the General Meeting, in particular those concerning the appropriation of net earnings and the pay-out of a dividend, are adopted.
Beyond emergency situations, the following aspects support holding general meetings virtually: As the Company’s shareholder composition is widely international and – within Germany – supra-regional, virtual general meetings are a good fit by enabling or facilitating participation in the General Meeting for shareholders, both within Germany and abroad. Furthermore, virtual general meetings are in line with the efforts of Allianz SE to show leadership in the areas of digitalization and sustainability. The organization of virtual general meetings, moreover, frees up considerable personnel resources, is less costly and, by saving on materials and transport, contributes towards the Company's emissions targets.
When introducing the new virtual general meeting, it was the German legislator’s declared objective to create a new meeting format equivalent to the in-person version. In contrast to general meetings held in recent years under the temporary emergency legislation in response to the Covid pandemic, all shareholder rights granted in in-person general meetings must also be granted in the virtual format. To the extent the Management Board has discretion on the detailed arrangement of virtual general meetings, it will use its discretion so that the virtual format closely corresponds to the in-person version. In particular, it is intended to enable speeches and the asking of questions during virtual general meetings to the same extent as in an in-person general meeting, thus guaranteeing direct and comprehensive communication with shareholders.
Next to the aspects listed above, the Management Board’s decision on the format will in particular take into account the level of acceptance among shareholders. In addition, the Management Board intends to provide details on its decision regarding the format and arrangement of the General Meeting in the relevant invitation, in order to make its reasons more transparent to shareholders.
Therefore, the Management Board and the Supervisory Board propose that the following resolution be adopted:
§ 12 of the Statutes shall be supplemented with a new paragraph 8, as follows:
“12.8. The Board of Management may determine that the General Meeting be held without the physical presence of shareholders or their representatives at the venue of the General Meeting (virtual General Meeting). The provision of this § 12.8. is valid for a term of two years as of its registration with the Commercial Register.”
Pursuant to § 118 (3) sentence 2 AktG, the Statutes may determine certain cases in which members of the Supervisory Board can participate in the General Meeting by means of video and audio transmission. Pursuant to § 118a (2) sentence 2 AktG newly incorporated into the German Stock Corporation Act, the aforementioned provision also applies to virtual general meetings. Based on this provision, members of the Supervisory Board shall be enabled to participate in future virtual general meetings by means of electronic two-way communication. This does not apply to the member of the Supervisory Board chairing the virtual general meeting who, pursuant to § 118a (2) sentence 3 AktG, must be physically present at the venue of the meeting.
With a view to in-person general meetings, members of the Supervisory Board will continue to physically attend in such meetings also in the future.
The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:
§ 12 of the Statutes shall be supplemented with a new paragraph 9, as follows:
“12.9. With the exception of the Chairperson of the Meeting, the members of the Supervisory Board may participate in the virtual General Meeting by means of video and audio transmission.”
According to § 12.2. of the Statutes, depending on the choice of the Management Board, the General Meeting shall be held at the Company's registered office or in another German city with more than 100,000 residents.
This provision can prove to be too restrictive on occasion, when it comes to identifying suitable event locations for a general meeting for both the in-person and virtual format. To ensure that the Company has the necessary flexibility, the current provision in the Statutes regarding the venue of the General Meeting should be supplemented so that venues within a radius of 100 kilometres around the Company's registered office may be considered for holding the General Meeting.
The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:
§ 12.2. of the Statutes shall be amended as follows:
“12.2. Depending on the choice of the Board of Management, the General Meeting shall be held at the Company's registered office, at a venue within a radius of 100 km around the Company’s registered office, or in another German city with more than 100,000 residents.”
