D _ Consolidated Financial Statements 19 _ Equity which Allianz SE or its Group companies have issued against cash payments according to the resolutions of the Annual General Meeting Equity (AGM) on 5 May 2010 or 9 May 2018, are exercised or the conversion € mn obligations under such bonds are fulfilled, and only to the extent that the conversion or option rights or conversion obligations are not As of 31 December 2021 2020 serviced through treasury shares or through shares from authorized Shareholders' equity capital. Issued capital 1,170 1,170 Additional paid-in capital 27,732 27,758 Undated subordinated bonds 4,699 2,259 Retained earnings1 32,784 31,371 Foreign currency translation adjustments (3,223) (4,384) Number of issued shares outstanding 2 Unrealized gains and losses (net) 16,789 22,648 2021 2020 Subtotal 79,952 80,821 Non-controlling interests 4,270 3,773 Number of issued shares outstanding as of 1 January 412,045,639 416,577,182 Total 84,222 84,594 Changes in number of treasury shares 8,769 348,188 Cancellation of issued shares (3,835,255) (4,879,731) 1_As of 31 December 2021, includes € (32) mn (2020: € (30) mn) related to treasury shares. Number of issued shares outstanding as of 31 2_As of 31 December 2021, includes € 341 mn (2020: € 494 mn) related to cash flow hedges. December 408,219,153 412,045,639 Treasury shares1 238,720 247,489 Total number of issued shares 408,457,873 412,293,128 1_Thereof 238,720 (2020: 247,489) own shares held by Allianz SE. Issued capital as of 31 December 2021 amounted to € 1,170 mn, divided into 408,457,873 fully paid registered shares. The shares have no-par value but a mathematical per-share value as a proportion of the issued capital.1 The Board of Management and the Supervisory Board propose that the net earnings (“Bilanzgewinn”) of Allianz SE of € 5,021,299,514.59 for the 2021 fiscal year shall be appropriated as As of 31 December 2021, Allianz SE had authorized capital with a follows: notional amount of € 335 mn for the issuance of new shares until 8 May 2023 (Authorized Capital 2018/I). The shareholders’ − Distribution of a dividend of € 10.80 per no-par share entitled to a subscription rights can be excluded for capital increases against dividend: € 4,408,766,852.40 contribution in kind. For a capital increase against contributions in − Unappropriated earnings carried forward: € 612,532,662.19. cash, the subscription rights can be excluded: (i) for fractional amounts, (ii) if the issue price is not significantly below the market The proposal for appropriation of net earnings reflects the 238,720 price and the shares issued under exclusion of the subscription rights treasury shares held directly and indirectly by the company as of pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act 31 December 2021. Such treasury shares are not entitled to the (Aktiengesetz) do not exceed 10 % of the share capital, and (iii) to dividend pursuant to § 71b of the German Stock Corporation Act the extent necessary to grant a subscription right for new shares to (AktG). Should there be any change in the number of shares entitled to the holders of bonds that carry conversion or option rights or the dividend by the date of the Annual General Meeting, the above provide for mandatory conversion. The subscription rights for new proposal will be amended accordingly and presented for resolution shares from the Authorized Capital 2018/I and the Conditional on the appropriation of net earnings at the Annual General Meeting, Capital 2010/2018 may only be excluded for the proportionate with an unchanged dividend of € 10.80 per each share entitled to dividend. amount of the share capital of up to € 117 mn (corresponding to 10 % of the share capital at year-end 2021). In addition, Allianz SE has authorized capital (Authorized Capital 2018/II) for the issuance of new shares against contributions in cash As of 31 December 2021, Allianz SE held 238,720 (2020: 247,489) until 8 May 2023. The shareholders’ subscription rights are excluded. treasury shares. Of these, 38,720 (2020: 47,489) were held for The new shares may only be offered to employees of Allianz SE and covering future subscriptions by employees in Germany and abroad its Group companies. As of 31 December 2021, the Authorized Capital in the context of Employee Stock Purchase Plans, whereas 200,000 2018/II amounted to € 15 mn. (2020: 200,000) were held as a hedge for obligations from the Allianz Equity Incentive Program. In 2021, 676,669 (2020: 748,482) treasury shares were As of 31 December 2021, Allianz SE had conditional capital totaling transferred to employees of Allianz SE and its subsidiaries in Germany € 250 mn (Conditional Capital 2010/2018). This conditional capital and abroad. There have been no grants for free shares. The 47,489 increase will only be carried out if conversion or option rights attached residual treasury shares earmarked for these purposes of Employee to convertible bonds, bonds with warrants, convertible participation Stock Purchase Plans were fully consumed. In addition, 667,900 rights, participation rights, and subordinated financial instruments, treasury shares were acquired from the market. As in the previous years, no capital increase for the purpose of Employee Stock 1_Mathematical per-share value € 2.86 (rounded). Annual Report 2021 − Allianz Group 159