Here you find the Agenda of the Annual General Meeting of Allianz SE, that will be held on Thursday, May 7, 2026, 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.
The Combined Management Report contains the Combined Corporate Governance Statement pursuant to §§ 289f (1), 315d of the German Commercial Code (“Handelsgesetzbuch – HGB”) and the explanatory report on the disclosures pursuant to §§ 289a sentence 1, 315a sentence 1 HGB. The aforementioned documents are available atwww.allianz.com/agm. They will also be available at the Annual General Meeting and explained in more detail.
The Supervisory Board has already approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board. The Financial Statements are thus adopted. In accordance with the statutory provisions, no resolution will therefore be adopted under Agenda Item 1.
The Management Board and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 6,892,795,581.70 for the fiscal year 2025 be appropriated as follows:
Distribution of a dividend of EUR 17.10 per
no-par value share entitled to dividends: EUR 6,502,141,585.80
Unappropriated earnings carried forward: EUR 390,653,995.90
The proposal for appropriation of net earnings reflects the 176,699 treasury shares held directly and indirectly by the Company as of December 31, 2025, which are not entitled to dividends pursuant to § 71b German Stock Corporation Act (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 17.10 per no-par value share entitled to dividends.
Pursuant to § 58 (4) sentence 2 AktG the claim to dividends is due on the third business day following the resolution of the General Meeting.
The Management Board and the Supervisory Board propose that the actions of the members of the Allianz SE Management Board in fiscal year 2025 be approved by way of individual resolution.
The actions of the following members of the Management Board in office in fiscal year 2025 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 of the members of the Allianz SE Supervisory Board in fiscal year 2025 be approved by way of individual resolution.
The actions of the following members of the Supervisory Board in office in fiscal year 2025 are up for approval:
a) Michael Diekmann
b) Gabriele Burkhardt-Berg
c) Dr. Jörg Schneider
d) Sophie Boissard
e) Prof. Dr. Nadine Brandl
f) Stephanie Bruce
g) Rashmy Chatterjee
h) Dr. Friedrich Eichiner
i) Jean-Claude Le Goaër
j) Frank Kirsch
k) Jürgen Lawrenz
l) Primiano Di Paolo
m) Prof. Dr. Ralf Peter Thomas
a) Appointment of the statutory auditor of the Annual Financial Statements and the Consolidated Financial Statements, and the auditor for performing the review of the Half-year Financial Report
Based on the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as the statutory auditor of the Annual Financial Statements and the Consolidated Financial Statements for the fiscal year 2026, and as the auditor to perform the review of the Half-year Financial Report as of June 30, 2026.
The Audit Committee has declared that its recommendation is free from undue influence by third parties 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 for the Sustainability Reporting
Based on the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as the auditor for the Sustainability Reporting for the fiscal year 2026.
The auditor for the Sustainability Reporting is appointed as a precautionary measure in case the German transposition of Article 37 of the EU Statutory Audit Directive as amended by the Corporate Sustainability Reporting Directive (CSRD) requires the appointment of an auditor for the sustainability reporting by the General Meeting for the fiscal year 2026, as provided for in the currently known draft version of the law.
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 the fiscal year 2025 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 report on the audit of the Remuneration Report is attached to the Remuneration Report.
The Remuneration Report for the fiscal year 2025, including the statutory auditor’s report, is available below under “Reports and information on Agenda Items”.
The Management Board and the Supervisory Board propose that the Remuneration Report for the fiscal year 2025, prepared and audited in accordance with § 162 AktG, be approved.
The Remuneration System for the members of the Allianz SE Management Board was last presented for approval at the Annual General Meeting on May 8, 2025. While the fundamental structure was approved, proxy advisors and shareholders raised concerns about certain remuneration elements. These related in particular to the level of pension contributions and the application of relative performance with respect to long-term variable compensation.
The Supervisory Board is dedicated to ensuring that the Remuneration System for members of the Management Board meets both shareholder expectations and market requirements. In response to the feedback and the voting result of 70.89%, the Supervisory Board reviewed the Remuneration System following the Annual General Meeting 2025 and decided to implement adjustments.
In the new Remuneration System now presented to the General Meeting, the pension contribution for members of the Management Board has been reduced from the previous 50% of base salary to 25%. The omitted portion has been allocated across all remuneration components (base salary, short-term and long-term incentive), with particular emphasis on strengthening the performance-based compensation and thus alignment with the interests of shareholders.
The long-term incentive is based, among other things, on the relative performance of the Allianz share compared to the competitors, as measured by the STOXX Europe 600 Insurance Index. The payout increases if the Allianz share outperforms the competitors and decreases if it underperforms them. Under the previous Remuneration System, the relevant LTI tranche would have forfeited if the Allianz share had underperformed the Index by more than 50 percentage points during the four-year vesting period. In order to meet investors’ demands for a stronger performance orientation, this threshold has been raised significantly: In the future, no payment will be made if Allianz shares underperform the Index by more than 25 percentage points during the four-year vesting period. This measure is intended to ensure that the compensation of Management Board members is even more closely aligned with shareholder interests in the future.
Beyond these structural changes, the level of remuneration has seen a moderate increase of approximately 4%, distributed evenly across all remuneration components. The Supervisory Board considers this adjustment to be appropriate, as the complexity has grown steadily in recent years. On the one hand, risks have increased significantly (e.g., cyber risks). On the other hand, there are significant opportunities that require the right strategic decisions, like targeted investments in artificial intelligence. The management has successfully enhanced the Group’s resilience. Despite challenging conditions, Allianz has consistently delivered strong performance and achieved successive record results, most recently in the fiscal year 2025. Competitive compensation that reflects the demands, performance, and market conditions is also essential for attracting external talent.
The Supervisory Board is convinced that the described adjustments further strengthen the Remuneration System and align the interests of shareholders and Board members very well. The new Remuneration System, including the adjustments explained above, is applicable since January 1, 2026, and is available below under “Reports and information on Agenda Items”.
The terms of office of Mr. Michael Diekmann, Ms. Sophie Boissard, and Ms. Rashmy Chatterjee will end at the close of the Annual General Meeting on May 7, 2026. For this reason, the Annual General Meeting needs to elect three shareholder representatives to the Supervisory Board.
The Supervisory Board is composed in accordance with 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), § 9 of the Statutes of Allianz SE, of twelve members, namely six shareholder representatives and six employee representatives. The shareholder representatives are elected by the General Meeting and the employee representatives are elected by the SE Works Council in accordance with the Employee Participation Agreement.
On the recommendation of its Nomination Committee and taking into account the objectives for the composition of the Supervisory Board, including the competency profile and diversity concept developed for the entire Board, the Supervisory Board proposes that the following persons be elected as shareholder representatives to the Allianz SE Supervisory Board:
a) Sophie Boissard, resident in Paris, France, Chairwoman of the Management Board, Clariane SE;
b) Rashmy Chatterjee, resident in London, United Kingdom, Non-executive Director, ISTARI Global Ltd.;
c) Dr. Frank Ellenbürger, resident in Starnberg, Germany, independent auditor and tax advisor.
The candidate proposed under a) is to be elected for the period until the end of the General Meeting at which the actions relating to the fiscal year 2028 are approved. The candidates proposed under b) and c) are to be elected for the period until the end of the General Meeting at which the actions relating to the fiscal year 2029 are approved.
There are no personal or business relationships within the meaning of Section C.13 of the German Corporate Governance Code between the candidates and Allianz SE or its Group companies, the governing bodies of Allianz SE, or any shareholder with a significant interest in the Company. The candidates are to be regarded as independent of the Company and its Management Board. The Supervisory Board has also verified with the candidates that they can devote the expected amount of time to the role.
According to § 17 (2) SEAG, the Supervisory Board of Allianz SE must comprise at least 30% women and 30% men. This requirement will be met by electing the proposed candidates and taking into account the nominated employee representatives, including two women, who will be appointed to the Supervisory Board by the SE Works Council at the end of March 2026 for the statutory term of office of four years.
The elections to the Supervisory Board are to be conducted as individual elections at the Annual General Meeting. The candidates’ CVs can be found below under “Reports and information on Agenda Items”.
In addition, it is planned to propose Dr. Jörg Schneider as the successor to the retiring Michael Diekmann as Chairman of the Supervisory Board at the Supervisory Board’s constituent meeting following the Annual General Meeting.
Allianz SE’s Authorized Capital 2022/I (§ 5 (1) of the Statutes) in the amount of EUR 467,968,000 has not yet been used and is valid until May 3, 2027. A new authorized capital in the same amount is to be created (Authorized Capital 2026) to ensure that the Company has authorized capital available on an ongoing basis. The Authorized Capital 2022/I is to be canceled when the new Authorized Capital 2026 takes effect.
Allianz SE’s Authorized Capital 2022/II (§ 5 (2) of the Statutes) of EUR 15,000,000 for the purpose of issuing shares to persons employed by Allianz SE or one of its Group companies has also not been used to date and is valid until May 3, 2027. Since the Company has repurchased its own shares in recent years for the purpose of issuing shares to employees and does not intend to make use of this authorization in the future, the Authorized Capital 2022/II is to be canceled without replacement.
The Management Board and the Supervisory Board therefore propose that the following resolution be adopted:
a) Creation of an Authorized Capital 2026 with the authorization to exclude shareholders’ subscription rights
A new authorized capital in the amount of EUR 467,968,000 is created with the authorization to exclude shareholders’ subscription rights (Authorized Capital 2026). At the time of authorization, this corresponds to 40% of the share capital of EUR 1,169,920,000.
§ 5 of the Statutes is reworded as follows:
“The Board of Management is authorized, with the approval of the Supervisory Board, to increase the Company’s share capital for a period of five years from the date of entry of this authorization in the Commercial Register by issuing new registered no-par value shares against contributions in cash and/or in kind, either once or several times, by up to a total of EUR 467,968,000 (Authorized Capital 2026). The new shares shall participate in profits from the beginning of the fiscal year in which they are issued. To the extent permitted by law, the Board of Management may, with the approval of the Supervisory Board, deviate from this and determine that the new shares shall participate in profits from the beginning of a fiscal year that has already ended for which no resolution has yet been passed by the General Meeting on the appropriation of net earnings at the time of their issue.
The total number of shares issued under this authorization and the shares to be issued to service conversion or warrant rights or conversion obligations arising from bonds or profit participation rights issued during the term of this authorization may also not exceed a proportionate amount of the share capital of EUR 467,968,000.
If the share capital is increased against contributions in cash, shareholders shall be granted subscription rights. The shares may be acquired by banks or companies that meet the requirements of § 186 (5) sentence 1 German Stock Corporation Act with the obligation to offer them to shareholders for subscription. However, the Board of Management is authorized, with the approval of the Supervisory Board, to exclude shareholders’ subscription rights, in particular
In addition, the Board of Management is authorized, with the approval of the Supervisory Board, to exclude shareholders’ subscription rights in the event of capital increases against contributions in kind, in particular in the context of business combinations or the (direct or indirect) acquisition of companies, businesses, parts of companies, investments, or other assets, or claims to the acquisition of assets, including claims against the Company or its Group companies.
The total number of shares issued with the exclusion of shareholders’ subscription rights under this authorization against contributions in cash and/or in kind may not exceed 10% of the share capital, neither at the time this authorization takes effect nor – if this value is lower – at the time this authorization is exercised. This limit shall include shares of the Company (i) that are sold during the term of this authorization with the exclusion of shareholders’ subscription rights in corresponding application of § 186 (3) sentence 4 German Stock Corporation Act, and (ii) that are issued to service conversion or warrant rights or conversion obligations arising from bonds or profit participation rights, provided that the bonds or profit participation rights are issued during the term of this authorization with the exclusion of shareholders’ subscription rights.
The Board of Management is also authorized, with the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of the share issue.”
b) Cancelation of the Authorized Capital 2022/I
The Authorized Capital 2022/I (§ 5 (1) of the Statutes) in the amount of EUR 467,968,000, which was resolved by the General Meeting on May 4, 2022, under Agenda Item 8, is to be canceled when the Authorized Capital 2026 takes effect.
c) Cancelation of the Authorized Capital 2022/II
The Authorized Capital 2022/II (§ 5 (2) of the Statutes) in the amount of EUR 15,000,000, which was resolved by the General Meeting on May 4, 2022, under Agenda Item 9, is canceled.
By resolution of the Annual General Meeting on May 4, 2022, under Agenda Item 10, the Management Board was authorized, with the approval of the Supervisory Board, to issue, either once or several times until May 3, 2027, bearer or registered convertible bonds and bonds with warrants, profit participation rights and hybrid instruments without conversion and warrant rights or conversion obligations, with or without definite maturity, with a nominal value of up to EUR 15,000,000,000.
The existing authorization was used to issue hybrid instruments without definite maturity to create own-fund items in accordance with insurance regulatory requirements on August 26, 2025, with a nominal value of USD 1,250,000,000. No other use was made of the authorization to date. The Conditional Capital 2022 of Allianz SE (§ 6 of the Statutes) in the amount of EUR 116,992,000 has not been used to date.
In order to continue to be able to issue financial instruments, a new authorization is to be resolved and the existing authorization, insofar as it has not been used, is to be canceled. In order to service the conversion or warrant rights or the conversion obligations arising from bonds or profit participation rights, a new conditional capital (Conditional Capital 2026) is to be created and the Conditional Capital 2022 is to be canceled when the new Conditional Capital 2026 takes effect.
The Management Board and the Supervisory Board therefore propose that the following resolution be adopted:
(1) Term of authorization, upper limit of shares to be issued, total nominal amount
The Management Board of Allianz SE is authorized, with the approval of the Supervisory Board, to issue either once or several times until May 6, 2031, bearer or registered convertible bonds, bonds with warrants or convertible profit participation rights with or without definite maturity, each including subordinated bonds or subordinated convertible profit participation rights (hereinafter also collectively referred to as “convertible bonds and bonds with warrants”) and to grant the holders of convertible bonds and bonds with warrants conversion or warrant rights or conversion obligations to shares of the Company with a proportionate amount of the share capital of up to EUR 116,992,000 – this corresponds to 10% of the share capital of EUR 1,169,920,000 at the time of authorization – in accordance with the detailed provisions of the terms and conditions of the convertible bonds and bonds with warrants.
The sum of (i) the shares to be issued to service conversion or warrant rights or conversion obligations arising from convertible bonds and bonds with warrants issued under this authorization, and (ii) the shares issued from the Authorized Capital 2026 during the term of this authorization may not exceed a proportionate amount of the share capital of EUR 467,968,000 – this corresponds to 40% of the share capital of EUR 1,169,920,000 at the time of this authorization.
The Management Board is also authorized to issue, either once or several times until May 6, 2031, bearer or registered or uncertificated profit participation rights without conversion or warrant rights or conversion obligations, with or without definite maturity, including subordinated profit participation rights, which are issued for the purpose of creating own-fund items in accordance with insurance regulatory requirements (hereinafter also referred to as “profit participation rights”).
The Management Board is further authorized to issue, either once or several times until May 6, 2031, subordinated bearer or registered bonds without conversion or warrant rights or conversion obligations, with or without definite maturity, which are issued to create own-fund items in accordance with insurance regulatory requirements, which are not legally classified as profit participation rights, but whose issuance, for example due to profit-related interest payments, the structure of loss participation, or for other reasons, requires the approval of the General Meeting in accordance with § 221 AktG (these instruments are also referred to below as “hybrid instruments” and, together with convertible bonds and bonds with warrants as well as profit participation rights, as “financial instruments”).
The total nominal amount of the financial instruments to be issued under this authorization may not exceed EUR 15,000,000,000. Financial instruments may be issued against cash and/or a contribution in kind determined by the Company, in particular in order to be able to offer them in the context of business combinations or the (direct or indirect) acquisition of companies, businesses, parts of companies, investments, or other assets, or claims to the acquisition of assets, including claims against the Company or its Group companies, or against contributions in kind in the form of existing financial instruments that are to be replaced by new financial instruments.
In addition to euros, the financial instruments may also be issued in the official currency of an OECD country, limited to the corresponding euro equivalent. They may also be issued by Group companies; in this case, the Management Board is authorized to assume the guarantee for the financial instruments on behalf of the Company and to grant or impose conversion or warrant rights or conversion obligations to shares of the Company on the holders of convertible bonds and bonds with warrants.
(2) Granting of subscription rights, exclusion of subscription rights
Shareholders are generally entitled to subscription rights to acquire the financial instruments. The financial instruments may also be acquired by credit institutions or companies that meet the requirements of § 186 (5) sentence 1 AktG, with the obligation to offer them to shareholders for subscription. However, the Management Board is authorized, with the approval of the Supervisory Board, to exclude shareholders’ subscription rights to the financial instruments, in particular
The sum of (i) the shares to be issued under convertible bonds and bonds with warrants which are issued under this authorization with the exclusion of shareholders’ subscription rights, and (ii) the shares issued during the term of this authorization from the Authorized Capital 2026 with the exclusion of shareholders’ subscription rights, may not exceed a proportionate amount of the share capital of EUR 116,992,000 – this corresponds to 10% of the share capital of EUR 1,169,920,000 at the time of this authorization.
Insofar as financial instruments without conversion or warrant rights or conversion obligations are issued against cash and thus do not confer any voting rights or other membership rights in Allianz SE, the Management Board is authorized, with the approval of the Supervisory Board, to exclude shareholders’ subscription rights in their entirety. In doing so, it must be ensured that the issue price is not significantly lower than the market value determined using recognized methods, in particular financial mathematical methods.
(3) Conversion right, conversion obligation
In the event of the issue of convertible bonds and bonds with warrants with conversion rights, holders may convert their convertible bonds and bonds with warrants into shares of the Company in accordance with the terms and conditions of the convertible bonds and bonds with warrants. The proportionate amount of the share capital of the shares to be issued upon conversion may not exceed the nominal amount or a lower issue price of the respective convertible bond or bond with warrants. The conversion ratio is calculated by dividing the nominal amount or an issue price below the nominal amount of a convertible bond or a convertible profit participation right by the respective conversion price set for one share of the Company. The conversion ratio may be rounded up or down to a whole number; furthermore, an additional payment to be made in cash may be specified. In addition, it may be stipulated that fractional amounts be combined and/or settled in cash. The terms and conditions of the convertible bonds and bonds with warrants may provide for a fixed or variable conversion ratio.
The terms and conditions of the convertible bonds and bonds with warrants may provide for an unconditional or conditional conversion obligation at the end of the term or at another point in time, which may also be determined by a future event that is still uncertain at the time of issue, and may set the conversion price upon the occurrence of the conversion obligation differently from the conversion price upon exercise of the conversion right. The terms and conditions may also provide for the Company’s right to grant the holders of convertible bonds and bonds with warrants shares in the Company in whole or in part in lieu of payment of the amount due at maturity or at an earlier date (Ersetzungsbefugnis der Gesellschaft).
The Company may be entitled in the terms and conditions to settle any difference between the nominal amount or issue price of the convertible bond and the product of the conversion ratio and a share price to be specified in more detail in the terms and conditions in full or in part in cash during a period prior to or at the time of conversion. The lower limit for the conversion price pursuant to (5) applies accordingly to the price to be determined.
(4) Warrant right
In the event of the issue of bonds with warrants, each bond with warrants shall be accompanied by one or more warrants entitling the holder to subscribe for shares in the Company in accordance with the terms and conditions of the warrants to be determined by the Management Board. The proportionate amount of the share capital of the shares to be subscribed for per bond with warrants may not exceed the nominal amount of the bond with warrants. The terms and conditions of the bonds with warrants may also provide that the number of shares to be subscribed upon exercise of the warrant rights is variable. The bond or warrant terms and conditions may provide that the exercise price of the warrant (“warrant price”) may also be paid by transferring bonds with warrants (Inzahlungnahme) and, if necessary, making an additional cash payment.
(5) Conversion/warrant price
The conversion or warrant price to be determined in each case for one share must be at least 50% of the average closing price of the Allianz SE share in the Xetra-trading system (or a comparable successor system of the Frankfurt Stock Exchange) on the ten trading days prior to the date of the Management Board’s resolution on the issue of the convertible bonds and bonds with warrants or, in the event of the granting of subscription rights, at least 50% of the average closing price of Allianz SE shares in the Xetra-trading system (or a comparable successor system of the Frankfurt Stock Exchange) during the subscription period, with the exception of the days of the subscription period required to ensure that the conversion or warrant price can be announced in a timely manner in accordance with §186 (2) AktG.
Even in the case of convertible bonds and bonds with warrants with mandatory conversion or a substitution right for the Company, the conversion or warrant price to be set for one share must at least correspond to the above-mentioned minimum prices.
§§ 9 (1) and 199 (2) AktG remain unaffected.
The terms and conditions of the convertible bonds and bonds with warrants may provide that the conversion or warrant price, taking into account the above-mentioned minimum prices, may be determined within a range to be determined by the Management Board (including an uncapped conversion or warrant price) depending on the performance of the share price during the term or – in particular in the case of convertible bonds and bonds with warrants without definite maturity – depending on the average share price over a period to be specified in the terms and conditions, which may also be determined by a future event that is still uncertain at the time of issue.
Notwithstanding § 9 (1) AktG, the terms and conditions of the convertible bonds and bonds with warrants may provide for value-preserving adjustments to the conversion or warrant price or the warrant ratio, or the granting of cash components (“dilution protection clauses”) in the event that the Company increases its share capital during the conversion or option period by granting subscription rights to its shareholders or issues further convertible bonds and bonds with warrants with conversion or warrant rights or conversion obligations, or grants or guarantees other warrant rights, and the holders of conversion or warrant rights or conversion obligations are not granted subscription rights to the extent to which they would be entitled after exercising the conversion or warrant rights or fulfilling a conversion obligation. The terms and conditions may also provide for dilution protection clauses in respect of other measures taken by the Company or events that economically dilute the value of the conversion or warrant rights or conversion obligations (e.g., dividends). In any case, the proportionate amount of the share capital of the shares to be acquired per convertible bond and bond with warrants may not exceed the nominal amount or the lower issue price of the convertible bond and bond with warrants.
(6) Further structuring options
The terms and conditions of the convertible bonds and bonds with warrants may stipulate that, in the event of conversion or exercise of the warrant, treasury shares of the Company or shares from authorized capital may also be granted. Furthermore, it may be stipulated that the Company shall not grant shares in the Company to the persons entitled to conversion or warrant rights or to the persons obliged to convert, but shall pay the equivalent value of the shares in cash. The terms and conditions of the convertible bonds and bonds with warrants may also stipulate that, in the event of conversion or exercise of warrants, at the Company’s discretion, instead of delivering shares to the persons entitled to conversion or warrants or the persons obliged to convert, the shares to be granted may be sold by one or more third parties and the persons entitled to conversion or warrants or the persons obliged to convert may be satisfied from the proceeds of the sale.
(7) Authorization to determine further terms and conditions
The Management Board is authorized to determine the further details of the issue and features of the financial instruments, in particular the interest rate, issue price, term and denomination, conversion or warrant price, and the conversion or warrant period, or to determine these in agreement with the administrative bodies of the Group companies issuing the financial instruments.
b) Conditional capital increase
Conditional capital (Conditional Capital 2026) is created to service the convertible bonds and bonds with warrants issued on the basis of the authorization to be resolved under lit. a).
§ 6 of the Statutes is reworded as follows:
“The share capital is conditionally increased by up to EUR 116,992,000 through the issuance of new registered no-par value shares (Conditional Capital 2026). The conditional capital increase shall only be carried out to the extent that the holders of conversion or warrant rights from bonds or profit participation rights issued by Allianz SE or its Group companies on the basis of the authorization resolution of the Annual General Meeting of May 7, 2026, exercise their conversion or warrant rights from such bonds or conversion obligations from such bonds are fulfilled, and to the extent that the conversion or warrant rights or conversion obligations are not satisfied by treasury shares, shares from authorized capital, or other considerations.
The new shares issued shall participate in profits from the beginning of the fiscal year in which they are created. To the extent permitted by law, the Board of Management may, with the approval of the Supervisory Board, deviate from this and determine that the new shares shall participate in profits from the beginning of a fiscal year that has already ended for which no resolution has yet been passed by the General Meeting on the appropriation of net earnings at the time of exercising the conversion or warrant right or fulfilling the conversion obligation.
The Board of Management is authorized to determine the further details of the implementation of the conditional capital increase.”
c) Cancelation of the authorization dated May 4, 2022, insofar as it has not yet been used, and cancelation of the Conditional Capital 2022
The authorization to issue convertible bonds, bonds with warrants, profit participation rights, and hybrid instruments, which was resolved by the General Meeting on May 4, 2022, under Agenda Item 10, is canceled to the extent that it has not yet been used. The Conditional Capital 2022 pursuant to § 6 of the Statutes is canceled. These cancelations will only take effect once the new authorization to issue convertible bonds, bonds with warrants, profit participation rights, and hybrid instruments in accordance with the resolution passed under lit. a) and the new Conditional Capital 2026 in accordance with the resolution passed under lit. b) have taken effect.
