Allianz : Invitation with Agenda

Invitation

to the Annual General Meeting

of Allianz SE on May 8, 2024

	CONTENTS 2
I. Agenda	5

1. Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2023, and of the Management Reports for Allianz SE and for the Group, as

	well as the Report of the Supervisory Board for fiscal year 2023	5
2.	Appropriation of net earnings	5
3.	Approval of the actions of the members of the Management Board	5
4.	Approval of the actions of the members of the Supervisory Board	7

5. Appointment of the statutory auditor of the Annual Financial Statements, the statutory auditor of the Consolidated Financial Statements, and the

	auditor for performing the review of the Half-year Financial Report	7
6.	Approval of the Remuneration Report	8
7.	New elections to the Supervisory Board	8

8. Authorization to acquire treasury shares pursuant to § 71 (1) no. 8 AktG

(also by means of derivatives and via multilateral trading facilities) and
for their utilization with the authorization to exclude shareholders'
subscription rights	9

II.	Reports and information on Agenda Items	13
1.	Remuneration Report for the fiscal year 2023 (Agenda Item 6)	13

2. Information on Agenda Item 7 (Information on the candidates

nominated for election to the Supervisory Board)	46
3. Report of the Management Board on Agenda Item 8	48

			CONTENTS 3
III. Additional information	53
1.	Total number of shares and voting rights	53
2.	Access to the Online Service	53
3.	Prerequisites and procedure for participation	53
	a)	Registration	54
	b)	Registration with the share register	54
	c)	Electronic connection	54
4.	Prerequisites and procedure for exercising voting rights	55
	a)	Procedure for absentee voting	55
	b)	Authorizing persons appointed by the Company	55
	c)	Procedure for voting by representatives	55
5.	Forms for registration, absentee voting and authorizing representatives ....	56

6. Amendments to the Agenda, shareholder proposals, election nominations, statements and shareholders' right to be informed,

to speak, and to object

56

1. Request for amendments to the Agenda pursuant to Art. 56 sentence

2 and 3 SE-VO, § 50 (2) SEAG, § 122 (2) AktG

56

1. Shareholder proposals and election nominations pursuant to

§§ 126 (1) and (4), 127 AktG	57
c) Statements pursuant to § 130a (1) to (4) AktG	58

1. Right to be informed and right to speak pursuant to §§ 130a (5)

and (6), 131 (1) and (4) AktG	58
e) Right to object pursuant to § 118a (1) sentence 2 no. 8 AktG	59

CONTENTS 4

7. Notice on the Company's website

59

8. Limitations set forth in the Statutes on registering shares belonging to

	others in one's own name with the share register	59
9.	Data privacy information for shareholders and their representatives	60
10.	Gender-neutral language	60
11.	Publication in the Federal Gazette	61

Allianz SE, Munich, ISIN DE0008404005

This is a translation of the Invitation to the Annual General Meeting of Allianz SE. Only the German version of this document is legally binding. This translation is provided to shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Allianz SE assumes no liability with respect thereto.

AGENDA 5

We invite our shareholders to the

Annual General Meeting of Allianz SE, Munich, to be held as a virtual general meeting on Wednesday, May 8, 2024, at 10 a.m. (CEST).

Shareholders can follow the Annual General Meeting in its entirety live via the Company's Online Service (www.allianz.com/agm-service). Chapter III. of this Invitation contains a detailed explanation on how shareholders can access the Online Service. The opening of the Annual General Meeting

by the Chairman of the Annual General Meeting as well as the speech of the Chairman of the Management Board will also be accessible to any other interested person live on the internet (www.allianz.com/agm).

Shareholders who have registered for the Annual General Meeting in due time and are registered with their respective shares with the Company's share register (Aktienregister) can participate electronically (via the Online Service) in the virtual Annual General Meeting and thus exercise all participation rights in the Annual General Meeting, such as the right to be informed and speak. It is not possible to submit questions in advance of the Annual General Meeting. Exercising voting rights will only be possible via (electronic) absentee voting or by authorizing persons appointed by the Company to vote on shareholders' behalf. For further details and information on the Annual General Meet- ing, please refer to Chapter III. of this Invitation.

In the decision to hold the Annual General Meeting 2024 virtually, the Management Board was guided in particular by the positive experiences made with the virtual Annual General Meeting of Allianz SE in 2023: The Annual General Meeting was carried out without any technical problems. Unlike in general meetings held in-person in previous years, the majority of participating shareholders did no longer come from the greater area of Munich. Instead, shareholders from all over Germany participated in the virtual Annual General Meeting. At the same time, the number of shareholders from abroad participating in the Annual General Meeting increased. For many shareholders it is the virtual format that enables them to participate in a general meeting of Allianz in the first place. Hence, the Annual General Meeting 2023 better reflected the geographical distribution of Allianz's shareholders than previous in-person general meetings. The Management Board's authorization to hold general meetings virtually was approved by a vast majority. Furthermore, the Company has received positive feedback on the handling of the Annual General Meeting 2023 subsequent to it. Specifically in light of shareholders' feedback, the Company intends to further develop the virtual format.

Like last year, this year too, all members of the Management Board and the Supervisory Board shall participate in-person in the Annual General Meeting at its venue. The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act is Koeniginstrasse 28, 80802 Munich, Germany. Physical presence of shareholders and their representatives at the venue of the Annual General Meeting is excluded (with the exception of the persons appointed by the Company to vote on shareholders' behalf). Participation in accordance with § 118 (1) sentence 2 German Stock Corporation Act ("Aktiengesetz - AktG") is also not possible.

AGENDA 6

I. Agenda

1. Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2023, and of the Management Reports for Allianz SE and for the Group, as well as the Report of the Supervisory Board for fiscal year 2023
   These documents include the Corporate Governance Statement pursuant to §§ 289f (1) and 315d of the German Commercial Code ("Handelsgesetzbuch - HGB") as well as the explanatory reports on the disclosures pursuant to §§ 289a sentence 1 and 315a sentence 1 HGB and are available on the internet at www.allianz.com/agm. In addition, the materials will be made available and ex- plained at the Annual General Meeting.
   The Supervisory Board has already approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board. The Financial Statements have thus been formally adopted. Hence, as stipulated by law, no resolution is planned for Agenda Item 1.
2. Appropriation of net earnings
   The Management Board and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 5,939,145,880.15 for the fiscal year 2023 is appropriated as follows:
   Distribution of a dividend of EUR 13.80 per no-par
   value share entitled to a dividend: ............................................. EUR 5,402,128,528.20
   Unappropriated earnings carried forward: .................................. EUR 537,017,351.95
   The proposal for the appropriation of net earnings reflects the 260,394 treasury shares held di- rectly and indirectly by the Company at December 31, 2023. Such treasury shares are not entitled to the dividend pursuant to § 71b AktG. Should there be any change in the number of shares en- titled to the dividend by the date of the Annual General Meeting, the above proposal will be amen- ded accordingly and presented for resolution on the appropriation of net earnings at the Annual General Meeting, with an unchanged dividend of EUR 13.80 per no-par value share entitled to a dividend.
   Pursuant to § 58 (4) sentence 2 AktG the claim to dividends is due on the third business day follow- ing the resolution adopted by the General Meeting.
3. Approval of the actions of the members of the Management Board
   The Management Board and the Supervisory Board propose that the actions in fiscal year 2023 of the members of the Management Board of Allianz SE that held office in fiscal year 2023 be approved. The actions will be approved by way of individual resolutions, i.e., separately for each Management Board member.
   The actions of the following members of the Management Board that held office in fiscal year
   2023 are up for approval:

AGENDA 7

1. 1. Oliver Bäte
   2. Sirma Boshnakova
   3. Dr. Barbara Karuth-Zelle
   4. Dr. Klaus-Peter Röhler
   5. Giulio Terzariol
   6. Dr. Günther Thallinger
   7. Christopher Townsend
   8. Renate Wagner
   9. Dr. Andreas Wimmer
2. Approval of the actions of the members of the Supervisory Board
   The Management Board and the Supervisory Board propose that the actions in fiscal year 2023 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2023 be approved. The actions will be approved by way of individual resolutions, i.e., separately for each Supervisory Board member.
   The actions of the following members of the Supervisory Board that held office in fiscal year 2023 are up for approval:
3. 1. Michael Diekmann
   2. Gabriele Burkhardt-Berg
   3. Herbert Hainer
   4. Sophie Boissard
   5. Christine Bosse
   6. Rashmy Chatterjee
   7. Dr. Friedrich Eichiner
   8. Jean-ClaudeLe Goaër
   9. Martina Grundler
   10. Frank Kirsch
   11. Jürgen Lawrenz
   12. Primiano Di Paolo
4. Appointment of the statutory auditor of the Annual Financial Statements, the statutory auditor of the Consolidated Financial Statements, and the auditor for performing the review of the Half-year Financial Report
   The Supervisory Board, based on the recommendation of the Audit Committee, proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appoint- ed as statutory auditor of the Annual Financial Statements and the Consolidated Financial State- ments for the fiscal year 2024, and as the auditor to perform the review of the Half-year Financial Report as of June 30, 2024.

AGENDA 8

The Audit Committee has declared that its recommendation is free from influence by a third party and that no clause of the kind referred to in Art. 16 (6) of the EU Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014) limiting its scope of choice was imposed upon it.

1. Approval of the Remuneration Report
   In accordance with § 162 AktG, the Management Board and the Supervisory Board have prepared a report on the remuneration granted and due to current and former members of the Management Board and the Supervisory Board in fiscal year 2023, which they present to the Annual General Meeting for approval.
   The Remuneration Report has been audited by the statutory auditor in accordance with § 162 (3) AktG to ascertain that all information has been provided pursuant to § 162 (1) and (2) AktG. The auditor was also mandated - beyond the statutory requirements - to conduct an audit of the con- tents of the Remuneration Report. The statutory auditor's opinion issued in respect of the audit of the Remuneration Report is enclosed with the Remuneration Report.
   The Remuneration Report for the fiscal year 2023 can be found below, in Chapter II.
   The Management Board and the Supervisory Board propose to approve the Remuneration Report for the fiscal year 2023, prepared and audited in accordance with § 162 AktG.
2. New elections to the Supervisory Board
   The term of office of Christine Bosse and Herbert Hainer terminates with the end of the Annual General Meeting taking place on May 8, 2024. For this reason, the Annual General Meeting needs to elect two new shareholder representatives to the Supervisory Board.
   Pursuant to Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) ("SE-VO"), § 17 SE Implementation Act ("SE-Ausführungs- gesetz - SEAG"), § 21 (3) SE Participation Act ("SE-Beteiligungsgesetz - SEBG"), Part B of the Agreement concerning the Participation of Employees in Allianz SE in the version dated June 2021 (Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board con- sists of twelve members and is to be composed of six shareholder representatives and six employ- ee representatives. The shareholder representatives are elected by the General Meeting. Pursuant to the Employee Participation Agreement, employee representatives are elected by the SE Works Council.

Upon proposal of the Nomination Committee of the Supervisory Board and taking into account the objectives for the Supervisory Board's composition, including the competence profile and diversity concept developed for the entire Board, the Supervisory Board proposes to elect the following persons as shareholder representatives to the Supervisory Board of Allianz SE:

1. Stephanie Bruce, Edinburgh and London, United Kingdom, former Chief Financial Officer of abrdn plc.;
2. Dr Jörg Schneider, Eichenau, Germany, former Chief Financial Officer of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (Munich Re).

AGENDA 9

The proposed candidates are to be appointed for a term until the end of the general meeting which resolves on the approval of actions in respect of the fiscal year 2027.

The proposed candidates have no personal or business relations within the meaning of section C.13. of the German Corporate Governance Code with Allianz SE or Group companies, the governing bodies of Allianz SE, or a shareholder with a material interest in the Company. The proposed candidates are considered as independent from the Company and its Management Board. In addition, the Supervisory Board verified with both candidates that they can devote the amount of time expected to be required.

According to § 17 (2) SEAG, the Supervisory Board of Allianz SE must be composed of at least 30 % of both women and men. With the election of the proposed candidates, the minimum requirement of 30 % will be met.

It is intended to have the Annual General Meeting vote on the election to the Supervisory Board on an individual basis.

The CVs of the proposed candidates can be found in Chapter II.

8. Authorization to acquire treasury shares pursuant to § 71 (1) no. 8 AktG (also by means of derivatives and via multilateral trading facilities) and for their utilization with the authorization to exclude shareholders' subscription rights

On May 4, 2022, the Annual General Meeting has authorized the Management Board to acquire and utilize treasury shares pursuant to § 71 (1) no. 8 AktG, the former also by means of derivatives and via multilateral trading facilities. This authorization expires on May 3, 2025, and is to be re- newed.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

1. Allianz SE is authorized to acquire treasury shares in an amount of up to 10 % of the share capi- tal of Allianz SE existing at the time of the authorization. In case the share capital decreases by the time of execution of the authorization, the decreased amount shall be decisive. The total amount of treasury shares acquired, together with other treasury shares held by Allianz SE and shares that the Company is deemed to hold pursuant to §§ 71a et seq. AktG must at no time ex- ceed 10 % of the share capital. This authorization shall not be used for the purpose of trading in the Company's treasury shares.
2. This authorization may be exercised in part or in whole and once or several times, to pursue one or several purposes by Allianz SE or by other companies controlled or majority-owned by Allianz SE or by third parties acting for the account of such companies or for the account of the Company. This authorization is effective until May 7, 2029. The currently existing authoriza- tions to acquire (also by means of derivatives and via multilateral trading facilities) and utilize treasury shares for other purposes adopted by the Annual General Meeting of the Company on May 4, 2022, under Agenda Items 11 and 12 and expiring on May 3, 2025, shall be cancelled upon this new authorization coming into effect, insofar as they were not utilized.
3. The acquisition of treasury shares may be carried out at the discretion of the Management Board (1) through a stock exchange, (2) through a public tender offer, (3) through a public ex- change offer for shares of a stock exchange-listed company within the meaning of § 3 (2) AktG,
   (4) by means of derivatives, or (5) via multilateral trading facilities.

AGENDA 10

1. If the shares are acquired through a stock exchange, the purchase price per share (exclud- ing incidental costs) shall not exceed by more than 10 %, and not fall short of by more than 10 %, the price determined on the day of trading by the opening auction in the Xetra- trading system (or any comparable successor system at the Frankfurt Stock Exchange).
2. If the shares are acquired through a public tender offer, the tender price per share or the high and low ends of the price range (excluding incidental costs) shall not exceed by more than 10 %, and not fall short of by more than 20 %, the arithmetic mean of the closing prices in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the fifth, fourth and third trading day prior to the public announcement of the tender offer. If, after the publication of the public tender offer, material deviations in the relevant market price occur, the offer can be adjusted. In such a case, the basis of any adjustment will be the arithmetic mean of the closing prices in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the fifth, fourth and third trading day prior to the public announcement of the adjustment.
3. If the shares are acquired through a public tender offer to exchange Allianz SE shares for shares of a stock exchange-listed company within the meaning of § 3 (2) AktG ("exchange shares"), the exchange ratio may be stipulated or may be determined by way of an auction. Consideration in cash may supplement the delivery of exchange shares or may be used to settle fractional amounts. Irrespective of the procedure for the exchange, the exchange price per share or the relevant high and low ends of the exchange price range in form of one or more exchange shares and calculative fractional amounts, including any cash or fractional amounts (excluding incidental costs), shall not exceed by more than 10 %, and not fall short of by more than 20 %, the relevant value per share in Allianz SE.
   The relevant value of the shares of Allianz SE and of the exchange shares shall be deter- mined based on the arithmetic mean of the relevant closing prices in the Xetra-trading system (or any comparable successor system at the Frankfurt Stock Exchange) on the fifth, fourth and third trading day prior to the public announcement of the exchange offer. In case the exchange shares are not traded at the Frankfurt Stock Exchange, the closing prices of the respective stock exchange at which the exchange shares had the largest trading numbers in the prior calendar year shall be decisive. If, after the public announce- ment of the public exchange offer, material deviations in the relevant market prices occur, the offer can be adjusted. In such a case the basis of any adjustment will be the arithmetic mean of the relevant closing prices on the fifth, fourth and third trading day prior to the public announcement of the adjustment.
4. The acquisition of treasury shares may also be carried out by (i) selling options, whereby the Company takes on the obligation to acquire shares in Allianz SE upon exercise ("put options"), (ii) purchasing options that entitle the Company to acquire shares in Allianz SE upon exercise ("call options"), (iii) concluding purchase agreements, in which there are more than two trading days between the conclusion of the agreement for purchasing Allianz SE shares and the fulfillment through the delivery of Allianz SE shares ("forward purchases") or (iv) a combination of put and/or call options and/or forward purchases (all referred to in the following as "derivatives"). The acquisition of treasury shares by way of derivatives has to be carried out by a credit institution, a securities institution or an under- taking that fulfills the requirements of § 186 (5) sentence 1 AktG. The term of the individual derivatives must be chosen in such a way that the acquisition of Allianz shares upon the exercise or fulfillment of the derivatives will take place no later than May 7, 2029.
   The terms and conditions of the derivatives shall ensure that the shares to be delivered to the Company upon exercise or fulfillment of the derivatives have previously been acquired