B _ Corporate Governance TAKEOVER-RELATED STATEMENTS AND EXPLANATIONS The following information is provided pursuant to § 289a and § 315a of representative. A Vice Chairperson who is an employee representative the German Commercial Code (“Handelsgesetzbuch – HGB”) and has no casting vote (§ 8 (3) of the Statutes). § 176 (1) of the German Stock Company Act (“Aktiengesetz – AktG”). Amendments to the Statutes are governed by Article 59 SE Regulation, § 179 AktG, and the Statutes. § 13 (4) of the Statutes of Allianz SE stipulates that, unless mandatory law requires otherwise, As of 31 December 2021, the share capital of Allianz SE was changes to the Statutes require a two-thirds majority of the votes cast € 1,169,920,000. It was divided into 408,457,873 registered and fully at a General Meeting or, if at least one half of the share capital is paid-up shares with no par value. All shares carry the same rights and represented, a simple majority of the votes cast. Where the law obligations. Each no-par value share carries one vote. requires a majority in capital for a shareholder resolution, a simple majority of the capital represented at the General Meeting is sufficient, provided this is in line with legal requirements. The Supervisory Board may alter the wording of the Statutes (§ 179 (1) AktG and § 10 of the Statutes). Shares may only be transferred with the consent of the company. An approval duly applied for may only be withheld if it is deemed necessary in the company’s interest on exceptional grounds. The applicant will be informed of the reasons. The Board of Management is authorized to issue shares as well as to Shares acquired by employees of the Allianz Group as part of the acquire and use treasury shares as follows: employee stock purchase plan are generally subject to a three-year lock-up period. During the lock-up period, employees can exercise It may increase the company’s share capital on or before 8 May 2023, their voting rights. with the approval of the Supervisory Board, by issuing new registered no-par value shares against contributions in cash and/or in kind, on one or more occasions: Allianz SE is not aware of any direct or indirect interests in the share − Up to a total of € 334,960,000 (Authorized Capital 2018/I): In case capital that exceed 10 of a capital increase against cash contribution, the Board of % of the voting rights. Management may exclude the shareholders’ subscription rights for these shares with the consent of the Supervisory Board (i) for fractional amounts, (ii) in order to safeguard the rights pertaining There are no shares with special rights conferring powers of control. to holders of convertible bonds or bonds with warrants, including mandatory convertible bonds, and (iii) in the event of a capital increase of up to 10 %, if the issue price of the new shares is not significantly below the stock market price. The Board of Management may furthermore exclude the shareholders’ subscription rights with the consent of the Supervisory Board in the The appointment and removal of members of Allianz SE’s Board of event of a capital increase against contributions in kind. Management is governed by Articles 9 − Up to a total of € 15,000,000 (Authorized Capital 2018/II): The (1), 39 (2) and 46 of the SE Regulation, §§ 84, 85 AktG, § 24 (3) and § 47 No. 1 German Insurance shareholders’ subscription rights are excluded. New shares may Supervision Act (“Versicherungsaufsichtsgesetz – VAG”), and the only be issued to employees of Allianz SE and its Group Statutes. According to the Statutes, the Board of Management shall companies. consist of at least two persons; the Supervisory Board determines the number of any additional members (§ 5 (1) of the Statutes). The The company’s share capital is conditionally increased by up to members of the Board of Management are appointed by the € 250,000,000 (Conditional Capital 2010/2018). This conditional Supervisory Board for a term of up to five years; reappointment is capital increase will only be carried out to the extent that the holders permitted for a maximum of five years in each case (§ 5 (3) of the of convertible bonds, bonds with warrants, convertible participation Statutes). A simple majority of the votes cast in the Supervisory Board rights, participation rights, and subordinated financial instruments is required to appoint members of the Board of Management. In the issued against cash by Allianz SE or its subsidiaries, based on the case of a tie vote, the Chairperson of the Supervisory Board, who authorizations granted by the General Meeting on 5 May 2010 or pursuant to Article 42 of the SE Regulation must be a shareholder 9 May 2018, exercise their conversion or option rights, or to the extent representative, shall have the casting vote (§ 8 (3) of the Statutes). If the that conversion obligations from such bonds are fulfilled, and to such Chairperson does not participate in the vote, the Vice Chairperson extent that treasury shares or shares from authorized capital are not shall have the casting vote, provided he or she is a shareholder used for such purpose. Annual Report 2021 − Allianz Group 25