I. Scope of application
These terms of use apply for all shareholders of Allianz SE and their (statutory) representatives using the Online Service at www.allianz.com/agm-service. This includes, inter alia, registration for and participation in General Meetings, exercise of voting rights as well as registration for the e-mail dispatch of the invitation to General Meetings of Allianz SE.
II. Access to the Online Service
1. Shareholders
You may log in to the Online Service by using your shareholder number and designated password. Shareholders who receive invitations to the general meetings by e-mail, will, in that e-mail, be provided with the information necessary to log in to the Online Service. All other shareholders registered with the share register will receive their Online Service login data along with the letter of invitation to the general meeting.
If you do not have your login data at hand, please call the Allianz Investor Line which is available Monday to Friday 9 am to 6 pm at +49 89 3800 7555. As an alternative you may contact us via e-mail at hv-service@allianz.com. If an e-mail address has been recorded for you for the e-mail dispatch of invitations to general meetings, you can request a temporarily valid password via the Online Service by clicking on “Request password”.
2. Representatives
You may authorize one or more third parties to participate in the general meeting on your behalf via the Online Service. If you issue an authorization of a third party to act on your behalf vis-à-vis us, such representative will receive their own login data for the Online Service by mail, to the address provided by you. The representative may also contact us directly with regard to receiving their own login data. In this case, the representative will receive their own login data once the respective authorization is proven to us in text form. The authorization or the proof of authorization should be provided to us as soon as possible, so that the representative receives their own login data in time.
III. Webcast of the general meeting
You can watch the general meeting in its entirety live via the Online Service. To merely watch the webcast of the general meeting it is not necessary to register for the general meeting. Rather, it suffices if you log in to the Online Service during the general meeting.
IV. Participation in the general meeting
If you wish to exercise shareholder rights in the general meeting, such as the right to be informed and the right to speak, you have to participate in the general meeting. Only shareholders who have registered for participation in time and are registered with their respective shares with the share register (Aktienregister) may participate – personally or through representatives – in the general meeting. Shareholders participate in the general meeting via electronic connection (elektronische Zuschaltung) via the Online Service.
1. Online registration for the general meeting
If you are registered with our share register, you may register for the general meeting via the Online Service until the end of the registration period. We recommend that you make early use of the Online Service to register for the general meeting so that in the event of any technical problems you can still register by mail or e-mail in good time before the end of the registration period. If you have received several invitations with different shareholder numbers, please register online for the general meeting separately for each of these shareholder numbers.
2. Electronic connection
If you have registered for the general meeting in time, you can electronically connect to the general meeting by logging in to the Online Service during the meeting. The same applies to your representative. Please note, that your representative will only be able to use the Online Service if they receive the respective login data in time (as described above).
If you have authorized one or more third parties to represent you at the general meeting, your own electronic connection requires the revocation of any authorization issued to third parties in addition to logging in to the Online Service. You may revoke any authorizations via the respective feature of the Online Service. However, authorizations issued to the persons appointed by the Company need not be revoked for being able to electronically connect. If you have issued multiple third parties with the authority to represent you at the general meeting, this paragraph applies accordingly to the electronic connection of your representatives.
V. Exercising your voting rights via the Online Service
After registration for the general meeting, you can exercise your voting rights via the Online Service either by electronic absentee voting or by authorizing the persons appointed by the Company.
1. Casting votes via online absentee voting
In the Online Service you can cast and change your votes via electronic absentee voting (online absentee voting) until the end of voting at the general meeting. Up to this point, you can still change absentee votes cast outside the Online Service via the Online Service.
2. Authorizing persons appointed by the Company
In addition, shareholders also have the option of authorizing the persons appointed by the Company and providing them with instructions on how to exercise their voting rights. The persons appointed by the Company can be authorized and instructed, or instructions already issued can be changed, via the Online Service until the end of voting at the general meeting. If you have issued instructions outside the Online Service, you can change them via the Online Service until this point in time, as well. You may revoke an authorization of the persons appointed by the Company in text form at the address stated in the invitation to the general meeting.
3. Authorization of banks and shareholders’ associations
Via the Online Service you can also authorize banks and shareholders' associations participating in the Online Service. They can be authorized and instructed, or instructions already issued can be changed, via the Online Service until the end of voting at the general meeting. You may revoke such an authorization via the Online-Service or in text form at the address stated in the invitation to the general meeting. The authorized bank or shareholders’ association is exclusively responsible for exercising the voting right.
4. Authorization of third parties
You may authorize one or more third parties to exercise your shareholder rights in connection with the general meeting via the Online Service. You may revoke such authorizations via the Online Service or in text form at the address stated in the invitation to the general meeting.
VI. Statements, requests to speak, shareholder proposals and election nominations
Via the Online Service you may exercise further rights in connection with the general meeting.
1. Statements
After registering for the general meeting and prior to the meeting, you can state your views on the agenda items of the general meeting. The respective statements may be submitted as video statements via the Online Service. Possible video formats are: mov, mp4, mpg, mpeg, avi. Statements are only permissible if they have a maximum length of three minutes and if you or your representative personally appear in them.
2. Live-speeches
As a shareholder who is electronically connected to the general meeting you can submit a request for a live-speech (Wortmeldung) via the Online Service during the general meeting and thereupon speak live in the general meeting by means of video communication (see hereon section 4. below). It is intended that the chairperson will also restrict the right to be informed in the general meeting to video communication. During the general meeting, you can therefore exercise your right to speak as well as your right to be informed only in the course of live-speeches. Questions cannot be submitted by any other means of (electronic) communication. You can withdraw your request for a live-speech at any time before you are called on by the chairperson of the Meeting.
3. Shareholder proposals and election nominations
As a shareholder who is electronically connected to the general meeting you can announce shareholder proposals and elections nominations via the Online Service during the general meeting and thereupon submit them live in the general meeting by means of video communication (see hereon section 4. below). Shareholder proposals and election nominations may form a part of your live-speech. Please note that your proposals can only be treated with priority if you describe them sufficiently when announcing them via the Online Service. You can withdraw the announcement of your shareholder proposal or election nomination at any time before you are called on by the chairperson of the meeting.
4. Video communication
a) Technical prerequisites
For the purpose of video communication, you should have a stable internet connection with an upload/download bandwidth of at least 5 Mbps. Please make sure that you have a stable Wi-Fi connection or connect your device to the internet via a LAN cable. If possible, please close all other applications that use a high bandwidth or require a lot of computing capacity. Please further note that connecting via an active VPN connection (virtual private network) may reduce the quality of the video transmission.
In addition, you need an internet-capable device equipped with camera and microphone for the purpose of video communication. Please use hardware that supports landscape orientation and has either a built-in or wired camera. A headset can help improving the audio quality.
You can use all popular browsers with the latest updates, e.g. Google Chrome, Microsoft Edge, and Safari for video communication. No installation of software components or apps on the device is required.
b) Process of video communication
When you have submitted a request for a live-speech or announced a shareholder proposal or election nomination via the Online Service, the chairperson of the meeting will call on you in due course and ask you to enter the so-called virtual waiting room. For this, you will see a corresponding pop-up window in the Online Service once you are called on. By clicking on the respective button, you can either enter the virtual waiting room or withdraw your request for a live-speech, respectively your announcement of a shareholder proposal or election nomination. In the virtual waiting room, you will be connected to an employee who will test the proper functioning of the video communication with you. As soon as the test has been successfully completed and it is your turn, the chairperson of the meeting will give you the floor. For this purpose, your video and audio will be transmitted live in the general meeting.
5. Granting of rights
You grant us a perpetual, worldwide, non-exclusive right of audio-visual use of the video statements submitted by you, respectively your live-speeches for the purposes of the general meeting. We are entitled to grant sub-licenses to such rights of use for the purpose of the general meeting to our service providers, which we commission in the course of the preparation and execution of the general meeting.
6. Indemnity
You are obliged to ensure, that the use of said video statements, respectively live-speeches (see hereon section 5. above) will not infringe any third-party personality rights or any other third-party rights (e.g. intellectual property rights). You are obliged to indemnify us from all alleged and true claims asserted by third parties in connection with our use of the video statements, respectively live-speeches. This includes the obligation to indemnify us from the costs of an appropriate legal defense.
VII. Declare objection and request of inclusion in minutes pursuant to § 131 (5) German Stock Corporation Act
As a shareholder who is electronically connected to the general meeting you can declare objection to resolutions of the general meeting via the Online Service. By using the same feature you can, if your request for information has been refused, request that your question and the reasons for which the information was refused be included in the minutes of the general meeting. Declarations of objection and requests for inclusion in the minutes are being transferred to the notary recording the general meeting without alteration and in real time.
VIII. List of participants
As a shareholder who is electronically connected to the general meeting you have access to the list of participants of the general meeting. It will be provided via the Online Service prior to the first voting in the general meeting.
IX. E-mail dispatch
1. Prerequisites
The e-mail dispatch of invitations to general meetings requires your consent.
a) Giving consent via the Online Service
You may give your consent to the e-mail dispatch of invitations to general meetings via the Online Service, using the respective feature. When doing so, please indicate an e-mail address which you regularly use.
Approximately seven weeks before each general meeting, we determine for which of the persons registered for the e-mail dispatch shares are registered with the share register of Allianz SE in order to prepare the dispatch of the invitations. If you give your consent before this time, you will have the invitation to the general meeting following your consent sent to the e-mail address provided by you. Subsequent consents can only be considered for subsequent general meetings.
b) Other ways of consent
Your custodian bank is required by law to transmit an e-mail address for communication with you. Shareholders for whom an e-mail address has been transmitted to us, are contacted by us by e-mail on a regular basis and asked to give their consent to the e-mail dispatch of invitations to general meetings. If you have not objected to the e-mail dispatch within four weeks after receipt of such message, your consent is considered given by law.
2. Failed delivery
If, after sending the invitation to the general meeting, we receive a technical notification that the e-mail was not delivered, we will send you the invitation by mail again.
Please let us know, if you have not received your invitation to the general meeting electronically, even though you are registered for the e-mail dispatch. For this, please contact the Allianz Investor Line on +49 89 3800 7555, by e-mail at hv-service@allianz.com or in writing at Allianz SE, c/o ADEUS Aktienregister-Service-GmbH, 20722 Hamburg, Germany.
3. Amending your data, withdrawal of consent
You can change your e-mail address and your password at any time via the Online Service. You can withdraw your consent to the e-mail dispatch of invitations to general meetings via the Online Service at any time. In addition, you may withdraw your consent by e-mail to hv-service@allianz.com or by mail to Allianz SE, c/o ADEUS Aktienregister-Service-GmbH, 20722 Hamburg, Germany. Please make sure to include your name and your shareholder number when doing so. You will then receive the invitation by mail again. However, if we receive the withdrawal only after the beginning of the 21. day before the respective general meeting, we can only take your withdrawal into account for subsequent general meetings.
4. Disposal of your Allianz shares
If you have disposed of all your Allianz shares between two general meetings and then acquire Allianz SE shares again up to approximately seven weeks before the next general meeting, the consent you provided to participate in the e-mail dispatch of invitations to general meetings prior to the disposal will continue to apply.
Approximately seven weeks before each general meeting, we determine for which of the persons registered for the e-mail dispatch shares are registered with the share register of Allianz SE in order to prepare the dispatch of the invitations. If at this point no shares are registered with the share register in your name, your consent to participate in the e-mail dispatch is cancelled automatically. If you subsequently acquire Allianz shares, you will receive the invitation to General Meetings of Allianz SE by mail.
X. Associations of persons, partnerships, legal entities, persons incapable of contracting or with limited capacity of contracting
Please note that in the case of associations of persons (e.g. married couples, communities of heirs), partnerships or legal entities registered with the share register, the person using the Online Service must be authorized to do so by all members of the association of persons, the partners of the partnership or by the legal entity, or have the necessary legal power to represent the partnership or the legal entity. As a user of the Online Service, you confirm that you are authorized in the required manner.
If you use the access data of a person that is incapable of contracting or limited in the capacity of contracting (e.g. a minor), you confirm that you are authorized in the required manner to act on that person’s behalf.
XI. Duty of care of the user
Please do not make your shareholder number and your password available to unauthorized persons so that no third party can utilize your access. If you suspect misuse, please have your access blocked by calling the Allianz Investor Line which is available Monday to Friday 9 am to 6 pm at +49 89 3800 7555.
Please make sure to close the Online Service properly. Properly closing the program prevents unauthorized parties from being able to see or manipulate your entries during your absence.
XII. Stability, availability and exclusion of liability
The technical and organizational measures taken by us to guarantee the proper functioning of our internet services and data security are in line with the most modern standards. Nevertheless, the availability, functioning, stability and reliability of the internet service can be subject to fluctuations and disruption. We have no influence on the availability, functioning, stability and reliability of the telecommunications network, the internet services as well as the network elements of third parties.
We therefore cannot guarantee and assume liability for the availability, functioning, stability and reliability of the telecommunications network, the internet services and network elements of third parties as well as for access to our internet service at all times. Furthermore, we assume no responsibility for faults and defects in the hardware and software used for the Online Service, including that of service provider companies unless intent or gross negligence are present. If safety considerations make this appear imperative, we reserve the right to suspend or shut down our internet services without further announcement. In the event of technical problems, please contact the Allianz Investor Line on +49 89 3800 7555, by e-mail at hv-service@allianz.com or in writing at Allianz SE, c/o ADEUS Aktienregister-Service-GmbH, 20722 Hamburg, Germany.
XIII. Information on data protection
Information on the processing of personal data in connection with the general meeting, the Online Service and the share register can be found at www.allianz.com/dataprotection-shareholders.
XIV. Amendments to the terms of use
We reserve the right to amend these terms of use at any time. The terms of use are adopted or amended particularly if we wish to technically expand the Online Service or take into consideration amended legal regulations, especially German stock corporation law. The currently applicable terms of use will be displayed each time you access the Online Service.