The Board of Management and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 3,855,866,165.01 for the 2016 fiscal year shall be appropriated as follows:

Distribution of a dividend of EUR 7.60 per no-par share entitled to a dividend: EUR 3,458,515,257.20

Unappropriated earnings carried forward: EUR 397,350,907.81

The proposal for appropriation of net earnings reflects the 1,932,203 treasury shares held directly and indirectly by the Company at the time of the preparation (Aufstellung) of the Annual Financial Statements by the Board of Management on February 14, 2017. Such treasury shares are not entitled to the dividend pursuant to § 71b of the German Stock Corporation Act (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 7.60 per each share entitled to dividend.

In accordance with § 58 (4) sentence 2 AktG, the dividend is due on the third business day following the resolution of the Annual General Meeting, i.e. on Monday, May 8, 2017.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2016 of the members of the Management Board of Allianz SE that held office in fiscal year 2016 be approved.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2016 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2016 be approved.

The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and Allianz Global Health GmbH (in the following: “AGH”) with its registered seat in Munich, Germany, dated February 14, 2017, be approved.

AGH is providing support and advisory services to Allianz Group companies in connection with insurance business. This particularly includes product calculation, risk assessment as well as claims and health management. The agreement will form the basis for creating a consolidated tax group between Allianz SE and AGH as of the beginning of fiscal 2017.

The agreement has essentially the following content:

• AGH submits the direction of the company to Allianz SE. Allianz SE is consequently authorized to issue instructions to the management of AGH regarding the direction of the company. Allianz SE will exercise its right to issue instructions through its management board only.
• AGH undertakes for the term of this agreement to transfer its entire profits to Allianz SE. Subject to the formation or dissolution of reserves, the amount to be transferred is the annual net income as determined without any profit transfer, less a loss carry-forward from the previous year, if any, and less amounts which may not be distributed according to statutory law.
• With the consent of Allianz SE, AGH may allocate amounts out of the annual net income to the retained earnings (§ 272 (3) German Commercial Code – “HGB”) only insofar as this is permissible under applicable German accounting rules and is economically justified based on sound business judgment. Upon request by Allianz SE, any other retained earnings pursuant to § 272 (3) HGB accumulated during the term of this agreement must be dissolved and applied to balancing any annual deficit or be transferred as profit. The transfer of amounts generated from the dissolution of other retained earnings which were accumulated prior to the effectiveness of this agreement shall be excluded.
• In accordance with the provisions of Art. 9 (1) c) ii) SE-VO in conjunction with § 302 AktG, as amended, Allianz SE is obliged to compensate any annual deficit sustained during the term of this agreement, unless such deficit is balanced through withdrawing amounts from the other retained earnings pursuant to § 272 (3) HGB which were allocated to the retained earnings during the term of this agreement. AGH may request installment payments of the loss assumption from Allianz SE in the course of the fiscal year. The sum of such installment payments shall not exceed the amount of the expected loss assumption.
• The agreement will become effective upon its registration in the commercial register of AGH and shall have retroactive effect as of January 1, 2017. The control through the right to issue instructions shall in any event only apply upon registration of the agreement in the commercial register of AGH.
• The agreement is concluded for a fixed term ending at midnight on December 31, 2021, and will thereinafter be consecutively renewed in unamended form for each calendar year, unless it is terminated by either contractual partner at least six months prior to its expiry. The right to terminate the agreement for cause without notice remains unaffected. Termination for cause shall particularly be available if Allianz SE completely or partly disposes of its participation in AGH.

The shareholders’ meeting of AGH has already approved the control and profit transfer agreement, and such approval has been notarized. The Supervisory Board of Allianz SE has approved the agreement on March 9, 2017.

Sole shareholders of AGH are Allianz SE and Allianz Private Krankenversicherungs-Aktiengesellschaft with each holding 50% of the share capital. Allianz Private Krankenversicherungs-Aktiengesellschaft is a 100%-subsidiary of Allianz Deutschland AG which, in turn, is a 100%-subsidiary of Allianz SE. Allianz SE, Allianz Deutschland AG and Allianz Private Krankenversicherungs-Aktiengesellschaft are interconnected via respective control and profit transfer agreements. As a result, AGH has no external shareholders within the meaning of § 304 AktG and no provisions for compensation payments or consideration (§§ 304, 305 AktG) are required.

The following documents are available online at www.allianz.com/agm:

• the control and profit transfer agreement;
• the joint report of the Management Board of Allianz SE and the management of Allianz Global Health GmbH;
• report of the contract auditors;
• the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
• the Annual Financial Statements of Allianz Global Health GmbH (formerly “Allianz Venture Partners Beteiligungs GmbH”) for the past three fiscal years.

The documents will also be available at the Annual General Meeting of Allianz SE.

The term of office of all members of the Supervisory Board terminates with the end of the Annual General Meeting taking place on May 3, 2017. Hence, an election of the shareholder representatives by the Annual General Meeting is required.

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 July 3, 2014 (Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board comprises 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 Part B, Section 3 of the Employee Participation Agreement, employee representatives are appointed 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, the Supervisory Board proposes to elect as shareholder representatives to the Supervisory Board of Allianz SE:

    a. Dr. Helmut Perlet, Pähl, member of various Supervisory Boards, for a term until the end of May 6, 2017;

    b. Michael Diekmann, Munich, member of various Supervisory Boards, effective from May 7, 2017;

    c. Sophie Boissard, Paris, France, Chairwoman of the Board of Management of Korian S.A.;

    d. Christine Bosse, Drollingmølle, Denmark, member of various Supervisory Boards;

    e. Dr. Friedrich Eichiner, Munich, member of various Supervisory Boards;

    f. Herbert Hainer, Herzogenaurach, member of various Supervisory Boards;

    g. Jim Hagemann Snabe, Copenhagen, Denmark, member of various Supervisory Boards.

The candidates proposed under lit. b) – g) are elected for a term until the end of the General Meeting which resolves on the approval of the actions in respect of fiscal year 2021, but in no case longer than six years.

Michael Diekmann can only be elected as a member of the Supervisory Board effective May 7, 2017, since he left the Board of Management of the Company on May 6, 2015, and therefore the statutory two year cooling-off period (§ 100 (2) sentence 1 no. 4 AktG) only ends on May 6, 2017. To avoid a vacancy in the Supervisory Board, Dr. Perlet is proposed to be elected for the short interim period.

In case of his election by the Annual General Meeting, it is planned to propose Dr. Helmut Perlet as a candidate for the Chair of the Supervisory Board until his retirement from the Supervisory Board on May 6, 2017. It is furthermore planned that Michael Diekmann, in case of his election by the Annual General Meeting, be proposed as a candidate for the Chair of the Supervisory Board effective May 7, 2017.

The proposed candidates have no personal or business relations within the meaning of No. 5.4.1 (5) of the German Corporate Governance Code with Allianz SE or Group Companies, the executive bodies of Allianz SE, or a shareholder holding a material interest in the company. The Supervisory Board verified with all of the candidates that they can devote the expected amount of time required.

According to § 17 (2) SEAG the Supervisory Board of Allianz SE must be composed of at least 30% of both women and men. The SE Works Council in its meeting on February 8, 2017, appointed the employee representatives for the new term of the Supervisory Board, amongst them two women. Therefore, with the election of the proposed shareholder representatives the minimum requirement of 30% will be met.

It is intended to have the Annual General Meeting vote on the election for the Supervisory Board on an individual basis.