B _ Corporate Governance Directors’ dealings We inform our shareholders, financial analysts, the media, and the general public about the company’s situation on a regular basis Members of the Board of Management and the Supervisory Board as and in a timely manner. The annual financial statements of Allianz SE, well as persons closely associated with them, are obliged by the E.U. the Allianz Group’s consolidated financial statements, and the Market Abuse Directive to disclose to both Allianz SE and the German respective management reports are publicly available within 90 days Federal Financial Supervisory Authority any transactions involving of the end of each financial year. Additional information is provided in shares or debt securities of Allianz SE or financial derivatives or other the Allianz Group’s half-yearly financial reports and quarterly instruments based on them, as soon as the value of the securities statements. Information is also made available at the AGM, at acquired or divested by the member amounts to twenty thousand telephone conferences for analysts and journalists, and on the euro or more within a calendar year. These disclosures are published Allianz Group’s website. Our website also provides a financial on our website at calendar listing the dates of major publications and events, such as www.allianz.com/directorsdealings. annual reports, half-yearly financial reports, and quarterly statements, AGMs, and analyst conference calls as well as financial Annual General Meeting press conferences. You can find the 2022 financial calendar on our website at Shareholders exercise their rights at the AGM. When adopting www.allianz.com/financialcalendar. resolutions, each share carries one vote. Shareholders can follow the AGM’s proceedings on the internet and be represented by proxies. These proxies exercise voting rights exclusively on the basis of Information in accordance with the instructions given by the shareholder. Shareholders are also able to cast German Act on Equal Participation of their votes via the internet in the form of online voting. Allianz SE regularly promotes the use of online services. Women and Men in Executive The AGM elects the shareholder representatives of the Supervisory Positions in the Private and the Public Board and approves the actions taken by the Board of Management and the Supervisory Board. It decides on the appropriation of net Sector earnings, capital transactions, the approval of intercompany agreements, also on the approval of the remuneration system This section outlines the targets set for Allianz SE and the other presented by the Supervisory Board for the members of the Board of companies of the Allianz Group in Germany that are subject to co- Management and the remuneration of the Supervisory Board, as well determination (the “subsidiaries concerned”) for the Supervisory as changes to the company’s Statutes. Resolutions of the AGM shall be Board, the Board of Management, and the two management levels passed, unless mandatory legal provisions require otherwise, by a below the Board of Management. simple majority of the valid votes cast. In accordance with European Article 17 (2) of the German SE Implementation Act stipulates that regulations and the Statutes, changes to the Statutes require a two- as of 1 January 2016, the share of women and men among the thirds majority of votes cast, which at the same time represents the members of the Supervisory Board of Allianz SE must each total up to majority of the capital stock represented at the time of the resolution, in at least 30 %. The Supervisory Board currently in office fulfills this case less than half of the share capital is represented in the AGM. Each requirement as it includes four women (33 %) and eight men (67 %). year, an ordinary AGM takes place at which the Board of Management In August 2017, the Supervisory Board set a target for the and the Supervisory Board give an account of the preceding financial percentage of women on Allianz SE’s Board of Management at 30 % year. For special decisions, the German Stock Corporation Act to be achieved by 31 December 2021. As of 31 December 2021, the provides for the convening of an extraordinary AGM. percentage of women on Allianz SE’s Board of Management decreased to 20 % due to the resignation of Ms. Hunt from the Management Board. In light of the appointment of Ms. Boshnakova Accounting and auditing as member of the Board of Management as of 1 January 2022, and the resulting increase in the size of the Board of Management to 11 The Allianz Group prepares its accounts according to § 315e of the members, the percentage of women on the Board of Management German Commercial Code (“Handelsgesetzbuch – HGB”) on the basis increased to 27.27 %. of the International Financial Reporting Standards (IFRS) adopted by As regards the proportion of women on the first and second the European Union. The annual financial statements of Allianz SE are management levels below the Board of Management, the Board of prepared in accordance with German law and accounting rules. Management of Allianz SE has set a target of 20 % and 30 %, In compliance with the special legal provisions that applied to respectively, to be met by 31 December 2021. As of insurance companies until fiscal year 2021, the auditor of the annual 31 December 2021, this target was met for the first management level, with a percentage of women of 29 financial statements and of the half-yearly financial report have been %, but could not be met on the appointed by the Supervisory Board, not the AGM. In the future, such second level with a percentage of 26 %. The first two management appointment will be the responsibility of the AGM. The audit of the levels below the Board of Management comprise a very small financial statements covers the individual financial statements of comparative group of executives. No suitable female candidates Allianz SE and the consolidated financial statements of the could be identified for the very few positions that became vacant in Allianz Group. the period considered. Annual Report 2021 − Allianz Group 23