B _ Corporate Governance diversity concept in accordance with the legislation on the implementation of the European guideline as regards the disclosure of The objectives for the composition of the Supervisory Board in the non-financial and diversity information (CSR Directive) is also included. version of September 2021, as specified to implement legal The objectives for the composition of the Supervisory Board can be requirements and a recommendation by the Code, are set out below. found on our website at www.allianz.com/supervisory-board. In addition to the skills profile for the overall Supervisory Board, the Objectives of Allianz SE’s Supervisory Board regarding its composition “The aim of Allianz SE’s Supervisory Board is to have members who are equipped with the necessary Employee representation within Allianz SE, according to the Agreement concerning the Participation skills and competence to properly supervise and advise Allianz SE’s management. Supervisory Board of Employees in Allianz SE, contributes to the diversity of work experience and cultural background. candidates should possess the professional expertise and experience, integrity, motivation and Pursuant to the provisions of the German SE Participation Act (SEBG), the number of women and commitment, independence, and personality required to successfully carry out the responsibilities of a men appointed as German employee representatives should be proportional to the number of Supervisory Board member in a financial services institution with international operations. women and men working in the German companies. However, the Supervisory Board does not have These objectives take into account the regulatory requirements for the composition of the Supervisory the right to select the employee representatives. Board as well as the relevant recommendations of the German Corporate Governance Code The following requirements and objectives apply to the composition of Allianz SE’s Supervisory (“GCGC”). In addition to the requirements for each individual member, a profile of skills and expertise Board: (“Kompetenzprofil”) as well as a diversity concept are provided for the entire Supervisory Board. I. Requirements relating to the individual members of the Supervisory Board 1. Propriety – attendance at the General Meeting is required; The members of the Supervisory Board must be proper as defined by the regulatory provisions. A – depending on possible membership in one or more of the Supervisory Board Committees, extra person is assumed to be proper as long as no facts are to be known which may cause impropriety. time planning is required for participation in these Committee meetings and to do the necessary Therefore, no personal circumstances shall exist which – according to general experience – lead to preparation for these meetings; this applies in particular for the Audit and Risk Committees; the assumption that the diligent and orderly exercise of the mandate may be affected (in particular, – attendance of extraordinary meetings of the Supervisory Board or of a Committee might be administrative offenses or violation of criminal law, especially in connection with commercial activity). required to deal with special matters. 2. Fitness 5. Retirement age The members of the Supervisory Board must have the expertise and experience necessary for a The members of the Supervisory Board shall, as a rule, not be older than 70 years of age. diligent and autonomous exercise of the Allianz SE Supervisory Board mandate, in particular for 6. Term of membership exercising control of and giving advice to the Management Board as well as for the active support of The continuous period of membership for any member of the Supervisory Board should, as a rule, the development of the company. This comprises in particular: not exceed 12 years. – adequate expertise in all business areas; – adequate expertise in the insurance and finance sector or comparable relevant experience and 7. Former Allianz SE Management Board members expertise in other sectors; Former Allianz SE Management Board members are subject to the mandatory corporate law cooling- – adequate expertise in the regulatory provisions material for Allianz SE (supervisory law, off period of two years. including Solvency II regulation, corporate and capital markets law, corporate governance); According to regulatory provisions, no more than two former Allianz SE Management Board – ability to assess the business risks; members shall be members of the Supervisory Board. – knowledge of accounting and risk management basics. 3. Independence II. Requirements for the entire Supervisory Board The GCGC defines a person as independent who, in particular, does not have any business or 1. Profile of skills and expertise for the entire Supervisory Board personal relations with Allianz SE or its executive bodies, a controlling shareholder, or an enterprise associated with the latter, which may cause a substantial and not merely temporary In addition to the expertise-related requirements for the individual members, the following shall conflict of interest. apply with respect to the expertise and experience of the entire Supervisory Board: The Supervisory Board of Allianz SE states the following with regard to the further specification of – familiarity of members in their entirety with the insurance and financial services sector; independence: – adequate expertise of the entire Board with respect to regulatorily required areas of investment – former members of the Allianz SE Management Board shall not be deemed independent management, insurance actuarial practice, accounting; during the mandatory corporate law cooling-off period. – adequate expertise of the entire Board with respect to technology, including cybersecurity, – members of the Supervisory Board of Allianz SE in office for more than 12 years shall not be employee engagement and sustainability (especially Environment, Social responsibility and deemed independent. Governance as well as data privacy); – regarding employee representatives, the mere fact of employee representation and the existence – at least one member with considerable experience in the insurance and financial services fields; of a working relationship with the company shall not itself affect the independence of the – at least one member with comprehensive expertise in the field of accounting and at least one employee representatives. member with comprehensive expertise in the field of auditing; – at least one member with comprehensive expertise in the field of digital transformation; Applying such definition, at least eight members of the Supervisory Board shall be independent. In – specialist expertise or experience in other economic sectors; case shareholder representatives and employee representatives are viewed separately, at least four – managerial or operational experience. of each should be independent. It has to be considered that the possible emergence of conflicts of interests in individual cases cannot 2. Diversity concept generally be excluded. Potential conflicts of interest must be disclosed to the Chairperson of the To promote an integrative cooperation among the Supervisory Board members, the Supervisory Supervisory Board and will be resolved by appropriate measures. Board strives for an adequate diversity with respect to gender, internationality, different occupational backgrounds, professional expertise, and experience: 4. Time of availability – the Supervisory Board shall be composed of at least 30 % women and at least 30 % men. The Each member of the Supervisory Board must ensure that he/she has sufficient time to dedicate to the representation of women is generally considered to be the joint responsibility of the shareholder proper fulfilment of the mandate of this Supervisory Board position. and employee representatives; In addition to the mandatory mandate limitations and the GCGC recommendation for active – at least four of the members must, on the basis of their origin or function, represent regions or Management Board members of listed companies (max. two mandates), the common capital markets cultural areas in which Allianz SE conducts significant business. requirements shall be considered. For Allianz SE as a Societas Europaea, the agreement concerning the Participation of Employees With regard to the Allianz SE mandate, the members shall take into account that: in Allianz SE provides that Allianz employees from different EU member states are considered in the allocation of employee representatives’ Supervisory Board seats; – at least four, but as a rule six, ordinary Supervisory Board meetings are held each year, each of – in order to provide the Board with the most diverse sources of experience and specialist which requires adequate preparation; knowledge possible, the members of the Supervisory Board shall complement each other with – sufficient time must be set aside for the audit of the annual and consolidated financial statements; respect to their background, professional experience, and specialist knowledge.” Annual Report 2021 − Allianz Group 21