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Agenda of the Annual General Meeting 2024

Here you find the agenda of the Annual General Meeting of Allianz SE, Munich, to be held as a virtual general meeting on Wednesday, May 8, 2024, at 10 am (CEST).

This is a translation of the Invitation to 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.

Agenda and invitation

Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2023, and of the Management Reports for Allianz SE and for the Group, as well as the Report of the Supervisory Board for fiscal year 2023

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.

Further information

Explanation regarding Agenda item 1 according to § 124a sentence 1 No. 2 German Stock Corporation Act
Annual Reports of Allianz Group and Allianz SE
Key indicators of Allianz Group
Allianz Fact Sheet

Appropriation of net earnings

The Management Board and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 5,939,145,880.15 for the fiscal year 2023 is appropriated as follows:

Distribution of a dividend of EUR 13.80 per no-par
value share entitled to a dividend: EUR 5,402,128,528.20
Unappropriated earnings carried forward: EUR 537,017,351.95

The proposal for the appropriation of net earnings reflects the 260,394 treasury shares held directly and indirectly by the Company at December 31, 2023. 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 13.80 per no-par value share entitled to a dividend.

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

Further information

Dividend

Approval of the actions of the members of the Management Board

The Management Board and the Supervisory Board propose that the actions in fiscal year 2023 of the members of the Management Board of Allianz SE that held office in fiscal year 2023 be approved. The actions will 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 2023 are up for approval:

a) Oliver Bäte

b) Sirma Boshnakova

c) Dr. Barbara Karuth-Zelle

d) Dr. Klaus-Peter Röhler

e) Giulio Terzariol

f) Dr. Günther Thallinger

g) Christopher Townsend

h) Renate Wagner

i) Dr. Andreas Wimmer

Further information

Board of Management of Allianz SE

Approval of the actions of the members of the Supervisory Board

The Management Board and the Supervisory Board propose that the actions in fiscal year 2023 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2023 be approved. The actions will 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 2023 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) Frank Kirsch

k) Jürgen Lawrenz

l) Primiano Di Paolo

Further information

Supervisory Board of Allianz SE

Appointment of the statutory auditor of the Annual Financial Statements, the statutory auditor of the Consolidated Financial Statements, and the auditor for performing the review of the Half-year Financial Report

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 2024, and as the auditor to perform the review of the Half-year Financial Report as of June 30, 2024.

The Audit Committee has declared that its recommendation is free from influence by a third party and that no clause of the kind referred to 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 upon it.

Further information

Auditor

Approval of the Remuneration Report

In accordance with § 162 AktG, the Management Board and the 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 2023, 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 below under “Reports and information on Agenda Items”.

The Management Board and the Supervisory Board propose to approve the Remuneration Report for the fiscal year 2023, prepared and audited in accordance with § 162 AktG.

Reports and information on Agenda Items 

Remuneration report for fiscal year 2023

Further information

Summary of the remuneration system of the Management Board of Allianz SE
Remuneration of the Board of Management

New elections to the Supervisory Board

The term of office of Christine Bosse and Herbert Hainer terminates with the end of the Annual General Meeting taking place on May 8, 2024. For this reason, the Annual General Meeting needs to elect two new shareholder representatives to the Supervisory Board.

Pursuant to Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of 8 October 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 elected by the General Meeting. Pursuant to the Employee Participation Agreement, employee representatives are elected by the SE Works Council. 

Upon proposal of the Nomination Committee of the Supervisory Board and taking into account the objectives for the Supervisory Board’s composition, including 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. Stephanie Bruce, Edinburgh and London, United Kingdom, former Chief Financial Officer of abrdn plc.;

b. Dr. Jörg Schneider, Eichenau, Germany, former Chief Financial Officer of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (Munich Re). 

The proposed candidates are to be appointed for a term until the end of the general meeting which resolves on the approval of actions in respect of the fiscal year 2027. 

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 Management Board. In addition, the Supervisory Board verified with both 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. 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 below under “Reports and information on Agenda Items”.

Reports and information on Agenda Items 

Information on Agenda Item 7: CVs of the candidates

Further information

Supervisory Board of Allianz SE
01/10/2024: ALLIANZ PLANS NEW APPOINTMENTS TO THE SUPERVISORY BOARD

Authorization to acquire treasury shares pursuant to § 71 (1) no. 8 AktG (also by means of derivatives and via multilateral trading facilities) and for their utilization with the authorization to exclude shareholders’ subscription rights

On May 4, 2022, the Annual General Meeting has authorized the Management Board to acquire and utilize treasury shares pursuant to § 71 (1) no. 8 AktG, the former also by means of derivatives and via multilateral trading facilities. This authorization expires on May 3, 2025, and is to be renewed. 

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

a) Allianz SE is 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 is effective until May 7, 2029. The currently existing authorizations to acquire (also by means of derivatives and via multilateral trading facilities) and utilize treasury shares for other purposes adopted by the Annual General Meeting of the Company on May 4, 2022, under Agenda Items 11 and 12 and expiring on May 3, 2025, shall be cancelled upon this new authorization coming into effect, insofar as they were not utilized. 

c) The acquisition of treasury shares may be carried out at the discretion of the Management Board (1) through a stock exchange, (2) through a public tender offer, (3) through a public exchange offer for shares of a stock exchange-listed company within the meaning of § 3 (2) AktG, (4) by means of derivatives, or (5) via multilateral trading facilities.

(1) If the shares are acquired through a stock exchange, the purchase price per share (excluding incidental costs) shall not exceed by more than 10%, and not fall short of by more than 10%, the price determined on the day of trading by the opening auction in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange).

(2) If the shares are acquired through a public tender offer, the tender price per share or the high and low ends of the price range (excluding incidental costs) shall not exceed by more than 10%, and not fall short of by more than 20%, the arithmetic mean of the closing prices in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the fifth, fourth and third trading day prior to the public announcement of the tender offer. If, after the publication of the public tender offer, material deviations in the relevant market price occur, the offer can be adjusted. In such a case, the basis of any adjustment will be the arithmetic mean of the closing prices in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the fifth, fourth and third trading day prior to the public announcement of the adjustment.

(3) If the shares are acquired through a public tender offer to exchange Allianz SE shares for shares of a stock exchange-listed company within the meaning of § 3 (2) AktG (“exchange shares”), the exchange ratio may be stipulated or may be determined by way of an auction. Consideration in cash may supplement the delivery of exchange shares or may be used to settle fractional amounts. Irrespective of the procedure for the exchange, the exchange price per share or the relevant high and low ends of the exchange price range in form of one or more exchange shares and calculative fractional amounts, including any cash or fractional amounts (excluding incidental costs), shall not exceed by more than 10%, and not fall short of by more than 20%, the relevant value per share in Allianz SE. 

The relevant value of the shares of Allianz SE and of the exchange shares shall be determined based on the arithmetic mean of the relevant closing prices in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the fifth, fourth and third trading day prior to the public announcement of the exchange offer. In case the exchange shares are not traded at the Frankfurt Stock Exchange, the closing prices of the respective stock exchange at which the exchange shares had the largest trading numbers in the prior calendar year shall be decisive. If, after the public announcement of the public exchange offer, material deviations in the relevant market prices occur, the offer can be adjusted. In such a case the basis of any adjustment will be the arithmetic mean of the relevant closing prices on the fifth, fourth and third trading day prior to the public announcement of the adjustment.

(4) The acquisition of treasury shares may also be carried out by (i) selling options, whereby the Company takes on the obligation to acquire shares in Allianz SE upon exercise (“put options”), (ii) purchasing options that entitle the Company to acquire shares in Allianz SE upon exercise (“call options”), (iii) 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 fulfillment through the delivery of Allianz SE shares (“forward purchases”) or (iv) 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, a securities institution or an undertaking that fulfills the requirements of § 186 (5) sentence 1 AktG. The term of the individual derivatives must be chosen in such a way that the acquisition of Allianz shares upon the exercise or fulfillment of the derivatives will take place no later than May 7, 2029. 

The terms and conditions of the derivatives shall ensure that the shares to be delivered to the Company upon exercise or fulfillment 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. 

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 price of shares in the Company determined by the opening auction in the Xetra-trading system (or any comparable successor system at 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.

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 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 contracts. Any further right to tender is excluded.

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

(5) The acquisition may also be performed using multilateral trading facilities (“MTF”) within the definition of § 2 (6) German Stock Exchange Act (“Börsengesetz – BörsG”). 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 at the Frankfurt Stock Exchange).

In the cases of (2) and (3), the volume of the acquisition can be restricted. If the public tender offer to acquire or exchange is oversubscribed, the shares will be acquired on a pro-rata basis to the respective tendered shares; to this extent the right of shareholders to tender their shares pro-rata to their participation quota is excluded. Preferential acceptance may be provided for small lots of up to 100 tendered shares per shareholder. The purchase or exchange offer may stipulate additional conditions.

d) The Management Board is authorized to use shares in the Company acquired on the basis of this authorization for any lawful purposes, including any of the following:

(1) The shares can be sold in ways other than through a stock exchange or through an offer to the shareholders, if they are sold for cash at a price not substantially below the stock exchange price of shares in the Company at the time of the sale. This authorization is, however, subject to the requirement that the total number of shares sold under exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 AktG shall not exceed 10% of the share capital, neither at the time of this authorization becoming effective nor at the time of its exercise. All shares that are issued from authorized capital during the term of this authorization under exclusion of subscription rights pursuant to § 186 (3) sentence 4 AktG must be counted towards this limitation. Furthermore, shares required to be issued to meet obligations arising from bonds (including participation rights) carrying conversion or option rights or conversion obligations must also be counted towards this limitation, provided that these bonds or participation rights were issued during the term of this authorization under exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 AktG. 

(2) The shares may be sold for contributions in kind, particularly in connection with the acquisition of companies or interests in companies.

(3) The shares may be utilized for placement of shares in the Company on foreign stock exchanges on which they are not yet admitted for trading. The initial offer price (excluding incidental costs) of these shares when being placed on additional stock exchanges may not be more than 5% below the closing price in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the last trading day prior to the placement.

(4) The shares may be used to meet obligations under conversion or option rights which were granted by the Company or any of its Group companies in connection with bond issues (including participation rights), or to meet obligations arising from bonds (including participation rights) carrying conversion obligations issued by the Company or any of its Group companies.

(5) The shares may be offered for purchase to employees of Allianz SE or any of its Group companies. The shares may also be transferred to a third party, if and as long it is legally guaranteed that the third party offers such shares to the aforementioned employees for purchase.

(6) The shares may be redeemed without an additional resolution by the General Meeting authorizing such redemption of shares or its implementation. The redemption will result in a decrease of the share capital. Deviating from this, the Management Board may decide that the share capital remains unchanged when redeeming shares and that instead of that, the redemption will increase the pro-rata amount of the remaining shares in the share capital pursuant to § 8 (3) AktG. In this case, the Management Board is authorized to adjust the number of shares stated in the Statutes.

e) The authorizations under lit. d) also apply to the use of shares in 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 are excluded insofar as these shares are used in accordance with the above authorization under lit. d) (1) to (5). Furthermore, the Management Board is authorized, in the event of a sale of treasury shares by an offer to all shareholders, to grant holders of bonds (including 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 are excluded.

Reports and information on Agenda Items 

Report of the Management Board on Agenda Item 8
Prior authorization (approved by the Annual General Meeting 2022)

Further information

FACT BOOK FOR INVESTORS ON THE ACQUISITION OF TREASURY SHARES
Share buy-back