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Agenda of the Annual General Meeting of Allianz SE, that took place on Tuesday, May 7, 2013 at the Olympiahalle in the Olympiapark, Coubertinplatz, 80809 Munich, Germany.
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 on Allianz SE. 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.
Item 1: 1. Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2012, and of the Management Reports for Allianz SE and for the Group, the Explanatory Reports on the information pursuant to §§ 289 (4), 315 (4) and § 289 (5) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for fiscal year 2012
The documents are available on the Internet at www.allianz.com/agm-service and may be inspected at the registered office of the Company, Königinstr. 28, 80802 Munich, Germany. Upon request, a copy of the materials will also be sent to shareholders. In addition, the materials will be available and explained at the Annual General Meeting.
As stipulated by law, no resolution is planned for Agenda Item 1, as the Supervisory Board has already approved the Annual Financial Statements of Allianz SE and the Consolidated Financial Statements of the Allianz Group.
|Explanations on Agenda Item 1 (PDF, 11 KB, only in German)|
|Annual Reports 2012 of Allianz Group and Allianz SE|
Item 2: Appropriation of net earnings
The Board of Management and the Supervisory Board propose that the available net earnings (Bilanzgewinn) of Allianz SE of EUR 2,312,520,269.84 for the 2012 fiscal year shall be appropriated as follows:
Distribution of a dividend of EUR 4.50 per no-par share entitled to a dividend: EUR2,039,354,635.50
Unappropriated earnings carried forward:EUR273,165,634.34
The proposal for appropriation of net earnings reflects the 2,760,081 treasury shares held directly and indirectly by the Company at the time of the publication of the convocation of the Annual General Meeting in the Federal Gazette. Such treasury shares are not entitled to the dividend pursuant to § 71b of the German Stock Corporation Act (AktG)1. 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 4.50 on each share entitled to dividend.
1 The provisions of the German Stock Corporation Act (Aktiengesetz) apply to the Company pursuant to Art. 9 (1) lit. c) ii), Art. 10 of the Council Regulation (EC) No. 2157/2001 dated October 8, 2001 on the Statute for a European company (SE) (hereinafter SE-Regulation or SE-VO), insofar as nothing else is stipulated in special rules of the SE-Regulation.
Item 3: 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 2012 of the members of the Management Board of Allianz SE that held office in fiscal year 2012 be approved.
Item 4: 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 2012 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2012 be approved.
Item 5: By-election to the Supervisory Board
Following the resignation of Dr. Gerhard Cromme from the Supervisory Board, Christine Bosse has been appointed a member of the Supervisory Board of Allianz SE (shareholder representative) by order of the Munich Regional Court for a duration until the conclusion of the Annual General Meeting on May 7, 2013.
Pursuant to Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of October 8, 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 on the Participation of Employees in Allianz SE of September 20, 2006 (Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board comprises twelve members who are appointed by the Annual General Meeting.
As the term of office of Christine Bosse’s appointment by court is limited to the end of the Annual General Meeting on May 7, 2013, a shareholder representative is to be elected to the Supervisory Board by the Annual General Meeting.
The Supervisory Board proposes that the following resolution be adopted:
Christine Bosse, residing in Dronningmølle, Denmark, legal expert, former CEO of Tryg A/S, Ballerup, Denmark, is elected as a member of the Supervisory Board of Allianz SE for a term of office lasting until the end of the Annual General Meeting which resolves on the approval of actions in respect of the third fiscal year following the beginning of the term of office (not counting the fiscal year in which the term of office begins), but in no case longer than five years.
The General Meeting is not bound by this election proposal. The election proposal takes into account the objectives for the Supervisory Board’s composition resolved in its meeting on December 12, 2012.