Here you find the Agenda of the Annual General Meeting of Allianz SE, Munich, to be held as a virtual general meeting on Thursday, May 8, 2025, at 10 am (CEST).
This is a translation of the Agenda 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.
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 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 6,364,105,680.15 for the fiscal year 2024 is appropriated as follows:
Distribution of a dividend of EUR 15.40 per no-par
value share entitled to a dividend: EUR 5,943,159,329.80
Unappropriated earnings carried forward: EUR 420,946,350.35
The proposal for the appropriation of net earnings reflects the 247,239 treasury shares held directly and indirectly by the Company on December 31, 2024. Such treasury shares are not entitled to dividends pursuant to § 71b AktG. Should there be any change in the number of shares entitled to dividends 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 15.40 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.
The Management Board and the Supervisory Board propose that the actions in fiscal year 2024 of the members of the Management Board of Allianz SE that held office in fiscal year 2024 be approved. The actions will be approved by way of individual resolution, i.e. separately for each Management Board member.
The actions of the following members of the Management Board that held office in fiscal year 2024 are up for approval:
a) Oliver Bäte
b) Sirma Boshnakova
c) Claire-Marie Coste-Lepoutre
d) Dr. Barbara Karuth-Zelle
e) Dr. Klaus-Peter Röhler
f) Dr. Günther Thallinger
g) Christopher Townsend
h) Renate Wagner
i) Dr. Andreas Wimmer
The Management Board and the Supervisory Board propose that the actions in fiscal year 2024 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2024 be approved. The actions will be approved by way of individual resolution, i.e. separately for each Supervisory Board member.
The actions of the following members of the Supervisory Board that held office in fiscal year 2024 are up for approval:
a) Michael Diekmann
b) Gabriele Burkhardt-Berg
c) Dr. Jörg Schneider
d) Sophie Boissard
e) Christine Bosse
f) Prof. Dr. Nadine Brandl
g) Stephanie Bruce
h) Rashmy Chatterjee
i) Dr. Friedrich Eichiner
j) Jean-Claude Le Goaër
k) Martina Grundler
l) Herbert Hainer
m) Frank Kirsch
n) Jürgen Lawrenz
o) Primiano Di Paolo
p) Katharina Wesenick
a) 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 2025, and as the auditor to perform the review of the Half-year Financial Report as of June 30, 2025.
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.
b) Appointment of the auditor of the Sustainability Reporting
The Supervisory Board, based on the recommendation of the Audit Committee, proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the Sustainability Reporting for the fiscal year 2025.
The appointment of such an auditor is provided for in Art. 37 of the EU Statutory Audit Directive, as amended by the Corporate Sustainability Reporting Directive (CSRD). The member states of the European Union were obliged to transpose the CSRD into national law by July 6, 2024. In Germany, the implementation is expected in the course of the year 2025. Against this background, the appointment of the auditor of the Sustainability Reporting is being made as a precautionary measure in the event that the German CSRD implementation act required the explicit appointment of the auditor of the Sustainability Reporting by the General Meeting for the fiscal year 2025.
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 2024 and present this Remuneration Report 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 2024, including the statutory auditor's opinion, 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 2024, prepared and audited in accordance with § 162 AktG.
Pursuant to § 120a (1) AktG, the Annual General Meeting of a listed company must pass a resolution on the approval of the remuneration system for the members of the Management Board as presented by the Supervisory Board every time there is a material change, but at least every four years. Since the Annual General Meeting last approved the Remuneration System for the members of the Management Board on May 5, 2021, a new resolution is required. Against this background, the Supervisory Board reviewed the previous Remuneration System for its appropriateness, taking into account the strategic objectives of Allianz SE as well as feedback from investors and other stakeholders, and made a small number of adjustments based on the recommendation of the Personnel Committee. The new Remuneration System is effective as of January 1, 2025.
As the previous Remuneration System has proven its worth, the adjustments are limited to improved transparency with regard to the importance of sustainability targets when determining variable remuneration and an increase in target and maximum remuneration. In detail:
a) Sustainability targets
To determine the target achievement for variable remuneration, two equally weighted Group financial targets, the operating profit and the net income attributable to shareholders, were previously multiplied by the individual contribution factor (ICF) of the Management Board members. Sustainability targets were taken into account within the ICF.
In order to make the significance of the sustainability targets more transparent for shareholders, selected sustainability targets are now removed from the individual contribution factor and transferred to the Group targets. The Group targets therefore consist of the operating profit and the net income attributable to shareholders, each with a weighting of 40%, as well as the sustainability targets with a total weighting of 20%. The sustainability targets are made up of the three equally weighted sub-targets of decarbonization, customer satisfaction, and employee satisfaction. Each of these sub-targets is represented by a quantitative indicator that is of key strategic importance to Allianz’s sustainability agenda and is examined by an auditor accordingly.
The Supervisory Board assesses the achievement of the sustainability targets annually and also reviews them before payout of each tranche of the long-term variable remuneration to determine whether there are any concerns about a full payout. In particular, this serves to assess whether the progress made is in line with the Group’s net zero transition plan. This long-term performance assessment can reduce, but not increase, the actual payout of the long-term variable remuneration.
b) Increase in target and maximum remuneration
The review of the Remuneration System for the Management Board also identified a need to adjust the level of remuneration for the Management Board of Allianz SE. The Supervisory Board considers an increase of 5% in the annual target remuneration to be appropriate. The target remuneration for ordinary members of the Management Board has thus risen from EUR 3.414 million to EUR 3.584 million. The target remuneration for the Chairman of the Management Board increased from EUR 6.691 million to EUR 7.025 million, whereby the ratio of the remuneration of the Chairman of the Management Board to the ordinary member was maintained at a factor of 1.96.
The target remuneration for the members of the Management Board was increased due to a number of relevant factors. The decision is based on a horizontal and vertical comparison, supplemented by a careful analysis of the constantly intensifying market environment in the insurance and asset management divisions and the global challenges, which increase the demands on the Management Board accordingly. It was also taken into account that Allianz has not only strengthened its market position in recent years despite the difficult external conditions, but has also been able to achieve sustainable increases in turnover and profits.
In addition to the DAX40, nine European competitors from the STOXX Europe 600 and some international companies in the financial sector were used for the horizontal comparison, taking into account turnover, number of employees and market capitalization. Following the 5% increase in target remuneration, the target remuneration of the Management Board is at an appropriate level compared to the market.
The increase was also appropriate in a vertical comparison, i.e. in comparison to the salary development of the workforce. Over the past five years, the remuneration of Allianz employees in Germany has risen by a cumulative 17%. The development of target remuneration for ordinary members of the Management Board over the same period was significantly lower at just 5%, while the increase for the Chairman of the Management Board was slightly higher at 18%.
As part of the increase in the target remuneration, the remuneration cap was raised to twice the amount of the respective annual target compensation, i.e. currently EUR 14.05 million for the Chairman of the Management Board and EUR 7.168 million for the ordinary members of the Management Board. The decision is based on a horizontal comparison with the respective provisions of the DAX40 companies and on the fact that the remuneration cap for ordinary members of the Board of Management has never been adjusted since its introduction in 2019. It was modified once for the Chairman of the Board of Management in 2021. Due to the high rate of inflation since then, the horizontal comparison with the DAX40 and the increases in the target remuneration, the Supervisory Board considers a larger adjustment of the maximum remuneration to be appropriate.
The new Remuneration System, including the adjustments explained above, can be found below under “Reports and information on Agenda Items”.
The Supervisory Board, based on the recommendation of the Personnel Committee, proposes to approve the Remuneration System for the members of the Management Board of Allianz SE as resolved by the Supervisory Board.
The term of office of Dr. Friedrich Eichiner ends with the conclusion of the Annual General Meeting taking place on May 8, 2025. For this reason, the Annual General Meeting needs to elect a new shareholder representative 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 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
as a shareholder representative to the Supervisory Board of Allianz SE.
The proposed candidate is 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 2028.
The proposed candidate has 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 candidate is considered as independent from the Company and its Management Board. In addition, the Supervisory Board verified with the candidate that he can devote the amount of time expected to be required. Dr. Eichiner, whose term of office ends with the conclusion of the Annual General Meeting on May 8, 2025, is currently still the Chairman of the Audit Committee. It is not intended that Prof. Dr. Thomas assumes this office or the chairmanship of another Supervisory Board committee immediately upon his election to the Supervisory Board.
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 candidate, this minimum requirement will be met.
The CV of the proposed candidate can be found below under “Reports and information on Agenda Items”.
The Company’s Statutes were adopted in 2006, when Allianz Aktiengesellschaft assumed the legal form of a European Company (SE) as part of the merger with Riunione Adriatica di Sicurtà SpA. The Statutes have been amended several times since then, but have never been fundamentally revised. Following a comprehensive review, it is now proposed that a revised version be adopted, in particular to update the language of the Statutes and make them more comprehensible.
The new version of the Statutes not only contains chapter headings, but also headings for the individual provisions. In addition, some provisions have been moved unchanged within the Statutes to the relevant sections. For example, the provision that one share grants one vote is no longer in the chapter “General Provisions”, but in the chapter on the General Meeting, which also contains the other provisions on voting rights.
In addition to this formal redesign, the following adjustments have been made to the content:
a) The purpose of the Company is clarified and restructured in § 2, without any material changes resulting from this. Two corporate objects are now listed in § 2 (1): The management of an international group of companies and reinsurance. The statement that the company holds interests in insurance companies, banks and other companies, which was previously listed in the same paragraph, has been converted into an authorization to hold participations for financial investment purposes. This takes account of the changes in the Company’s shareholding structure since the formation of Allianz SE. § 2 (2) represents an annex regulation to § 2 (1). The proposed amendments align the wording of this supplementary provision with the wording commonly used by other major companies listed in Germany.
b) The provision limiting the number of shares belonging to someone else that can be registered in one’s own name with the share register (cap on nominee registrations) in § 3a of the current version will be cancelled. The limitation was intended to create an incentive to have the “true” shareholders entered in the share register instead of the respective custodian banks. In the meantime, the right of companies to identify their shareholders has been strengthened by the Act Implementing the Second Shareholders’ Rights Directive (ARUG II). Allianz SE will continue to seek the registration of its shareholders with the share register to the greatest extent possible, but, in view of the legal developments, no longer considers the cap on nominee registrations in the Statutes to be necessary. The provision will therefore be cancelled without replacement. This proposed change does not involve any restriction of shareholder rights.
c) § 4 (3) of the new version clarifies that, in addition to the exclusion of the right to the issuance of share certificates, the right to the issuance of dividend coupons is also excluded. Dividend coupons were previously attached to share certificates as “sheets”. The fact that such sheets and individual certificates are no longer issued, will now also be reflected in the Statutes.
d) The previous provision in § 7 (3) of the Statutes stipulating that in the event of a member leaving the Supervisory Board prematurely, the General Meeting shall elect a successor only for the remaining term of office of the departing member, will be transferred to § 9 (5) of the new version and supplemented to allow the General Meeting to determine a shorter or longer term of office (within the maximum term of office stipulated in the Statutes).
e) § 13 (2) of the Statutes in their current version authorizes the Chairperson of the General Meeting to permit the audiovisual transmission of the General Meeting via electronic media if this is announced in the invitation to the General Meeting. This is not a decision to hold a virtual General Meeting within the meaning of § 118a AktG, but rather an authorization to broadcast an in-person meeting audiovisually in accordance with § 118 (4) AktG. However, the invitation to the General Meeting, as well as the other preparations for the General Meeting, are within the responsibility of the Management Board. For this reason, it is proposed that the decision-making authority regarding the audiovisual transmission of the General Meeting, which must also be prepared in advance of the General Meeting, should be shifted to the Management Board. This is now regulated in the new version in § 13 (4).
f) Finally, § 14 (2) of the new version clarifies that the registration for the General Meeting must be received in text form within the meaning of § 126b of the German Civil Code (BGB). This clarification is not intended to change the registration practice. Registrations for General Meetings will continue to be possible via the Online Service and at the address stated for this purpose in the invitation to the General Meeting.
A synopsis of the current version of the Statutes with an explanation of all proposed amendments and the currently valid Statutes of Allianz SE can be found below under “Reports and information on Agenda Items”.
The Management Board and Supervisory Board propose that the Statutes be amended as published below under “Reports and information on Agenda Items”.
The Annual General Meeting on May 4, 2023 authorized the Management Board for the first time pursuant to § 118a (1) sentence 1 AktG by means of an amendment to the Statutes to determine that the General Meeting be held without the physical presence of shareholders or their authorized representatives at the venue of the General Meeting (virtual General Meeting). The period of this authorization ends on June 20, 2025.
Based on this authorization, the Management Board decided, with the approval of the Supervisory Board, to hold the Annual General Meetings in 2024 and 2025 virtually. The decision was preceded by extensive consideration of the advantages and disadvantages of the available formats. While all shareholder rights apply equally to the virtual and in-person General Meeting, the virtual General Meeting frees up considerable personnel resources compared to an in-person meeting, incurs fewer costs and contributes to the Company’s emissions targets by saving on materials and transportation. The virtual General Meeting meets the needs of the Company’s shareholder base, the majority of which is international, respectively widely distributed throughout Germany. Furthermore, virtual General Meetings are in line with Allianz SE’s efforts to be a leader in the areas of digitalization and sustainability. The lively general debates and the feedback from shareholders, which was increasingly positive, were also a very important aspect for the decision-making.
In view of these positive experiences, the authorization of the Management Board to hold virtual General Meetings is to be extended for a further two years. In particular, it should thus also be possible in the event of an emergency situation in which holding a General Meeting in person is impossible or disproportionate to adopt the necessary resolutions, in particular on the appropriation of net earnings and payment of a dividend.
As in previous years, the Management Board will decide on the format in alignment and with the approval of the Supervisory Board. In making their decision, the Management Board and Supervisory Board will take into account the costs, sustainability aspects, the specific agenda as well as other circumstances of the respective General Meeting and, in particular, feedback from shareholders.
As discussions with institutional investors and private shareholders show, holding in-person General Meetings from time to time is seen as a sign of appreciation of the shareholders. The Management Board and Supervisory Board have taken up this request and are therefore planning to hold the Annual General Meeting 2026 in person. The term of office of the long-standing Chairman of the Supervisory Board, Mr. Michael Diekmann, will end with the Annual General Meeting 2026.
In the years in which the Management Board decides, with the approval of the Supervisory Board, to hold a virtual General Meeting, it will, as in the past two years, be closely based on the format of an in-person meeting, i.e. without an obligation to submit questions in advance. The Management Board also intends to explain the decision on the format and structure of the General Meeting in more detail in the respective invitation in order to make the reasons for the decision comprehensible to the shareholders.
Against this background, the Management Board and Supervisory Board propose the following resolution:
§ 13 (3) of the revised Statutes proposed under Agenda Item 9 or, in the event that the proposed resolution under Agenda Item 9 is rejected, § 12 (8) of the current Statutes is revised as follows:
