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Here you find the agenda of the Annual General Meeting of Allianz SE, that took place on Wednesday, May 3, 2017 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. 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: Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2016, and of the Management Reports for Allianz SE and for the Group, the Explanatory Reports on the information pursuant to §§ 289 (4) and 315 (4) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for fiscal year 2016
The documents are available on the Internet at www.allianz.com/agm. In addition, the materials will be available and explained at the Annual General Meeting.
The Supervisory Board already approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Board of Management. Therefore, as stipulated by law, no resolution is planned for Agenda Item 1.
Item 2: Appropriation of net earnings
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.
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 2016 of the members of the Management Board of Allianz SE that held office in fiscal year 2016 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 2016 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2016 be approved.
Item 5: Approval of control and profit transfer agreement between Allianz SE and Allianz Global Health GmbH
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:
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 documents will also be available at the Annual General Meeting of Allianz SE.
Item 6: Election to the Supervisory Board
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:
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.
The auditor is appointed by the Supervisory Board and not by the Annual General Meeting.
The Allianz Group Annual Report is available as PDF and in the Allianz Investor Relations App.
Here you can find information on Allianz SE's Supervisory Board.