Annual General Meeting
Talanx AG’s next Annual General Meeting is scheduled to take place on 8 May 2025.
Agenda
The aforementioned documents also comprise the remuneration report and the explanatory report on the information pursuant to §§ 289a, 315a of the German Commercial Code (HGB), and can be viewed on the internet at https://www.talanx.com/agm as of the date of the convening of the Annual General Meeting. Furthermore, the documents will be made available on the aforementioned website, and explanatory comments will be provided at the Annual General Meeting.
The Supervisory Board has approved the unconsolidated annual financial statements prepared by the Board of Management and the consolidated financial statements; the unconsolidated annual financial statements are thereby adopted. The Annual General Meeting is not required to pass are solution on agenda item number 1.
The Board of Management and the Supervisory Board propose that the distributable net profit for the 2023 financial year in the amount of EUR 1,400,937,000.00 (in words: one billion four hundred million nine hundred thirty-seven thousand euros) be appropriated as follows:
| Distribution of EUR 2.35 (in words: two euros and thirty-five cents) per dividend-entitled no-par-value share: | EUR 606,838,128.85 |
| Profit carried forward to a new account: | EUR 794,098,871.15 |
| Distributable profit: | EUR 1,400,937,000.00 |
The Board of Management and the Supervisory Board propose that the actions of the members of the Board of Management holding office in the 2023 financial year be ratified for this period.
The actions shall be approved by way of individual resolutions, i.e. separately for each member of the Board of Management.
The actions of the following members of the Board of Management that held office in fiscal year 2023 are up for approval:
a) Torsten Leue (Chairman)
b) Jean-Jacques Henchoz
c) Dr Wilm Langenbach
d) Dr Edgar Puls
e) Caroline Schlienkamp
f) Jens Warkentin
g) Dr Jan Wicke
The Board of Management and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in the 2023 financial year be ratified for this period.
The actions shall be approved by way of individual resolutions, i.e. separately for each member of the Board of Management.
The actions of the following members of the Board of Management that held office in fiscal year 2023 are up for approval:
a) Herbert K. Haas (Chairman)
b) Ralf Rieger (Deputy Chairman of the Supervisory Board)
c) Angela Titzrath (Deputy Chairwoman of the Supervisory Board)
d) Benita Bierstedt
e) Rainer-Karl Bock-Wehr
f) Dr Joachim Brenk
g) Sebastian L. Gascard
h) Dr Christof Günther
i) Jutta Hammer
j) Dr Herrmann Jung
k) Dirk Lohmann
l) Christoph Meister
m) Jutta Mück
n) Dr Sandra Reich
o) Prof. Dr Jens Schubert
p) Norbert Steiner
On the recommendation of its Finance and Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hannover, Germany, be appointed as the auditor of both the unconsolidated and the consolidated financial statements for the 2024 financial year and, if and to the extent that such interim (condensed) financial statements and interim management reports are prepared and reviewed, be appointed as the auditors for the review of interim (condensed) financial statements and interim management reports for the 2024 financial year and of the interim (condensed) financial statements and interim management report for the first quarter of the 2025 financial year.
Pursuant to Article 16 (2) lit. 3 of the EU Statutory Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding the statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC), the Finance and Audit Committee has declared that its recommendation is free from undue influenceby third parties and that no restrictions have been imposed upon it in relation to the selection of a particular auditor (Article 16 (6) of the EU Statutory Audit Regulation).
Pursuant to § 162 AktG, the Board of Management and the Supervisory Board have prepared a report on the remuneration granted and owed to the members of the Board of Management and the Supervisory Board in the 2023 financial year, which pursuant to § 120a (4) AktG is presented to the Annual General Meeting for approval. Pursuant to § 162 (3) AktG, the remuneration report was reviewed by the auditors to determine whether the legally required disclosures pursuant to § 162 (1) and (2) AktG had been made. In addition to the statutory requirements, the auditor also reviewed the content of the remuneration report. The report on the review of the remuneration report is attached to the remuneration report.
The Board of Management and the Supervisory Board propose that the remuneration report for the 2023 financial year, which has been prepared and reviewed in accordance with § 162 AktG, be approved.
The remuneration report is reproduced below following the agenda in section “Further information about the agenda items” and is available on our website at https://www.talanx.com/agm from the time when the Annual General Meeting is convened. Furthermore, the remuneration report will also be accessible on the above specified website during the Annual General Meeting.
§ 5 (2) of the Articles of Association contains provisions on the securitisation and form of share certificates as well as dividend and renewal coupons. Particularly since securities can now be issued electronically and dematerialised in Germany, § 5 (2) of the Articles of Association is to be amended. The Board of Management is to be given the discretion to decide on the issue and form of share certificates as well as any dividend and renewal coupons. Not only a right to the securitisation of shares, but also a right to the issue of dividend and renewal coupons shall be explicitly excluded. This is inline with standard market practice and, among other things, gives the company the flexibility to carry out an eMISSION, i.e., a dematerialised securities issue, if required.
The Supervisory Board and the Board of Management therefore propose that § 5 (2) of the Articles of Association be amended and reworded as set out below.
§ 5 (2) of the Articles of Association of Talanx Aktiengesellschaft is to be reworded as follows:
"(2) The Board of Management shall determine the issue and form of the share certificates, the dividend warrants and renewal coupons as well as all related details. One certificate may be issued for several shares held by a shareholder. There shall be no entitlement on the part of shareholders to individual certification of their shares. There shall also be no entitlement on the part of shareholders to the issue of dividend and renewal coupons."
Through the spin-off of a part of the assets (sub-operation "Grundstück", german for property) of Riethorst Grundstücksgesellschaft AG & Co. KG, a second-tier subsidiary company of Talanx Aktiengesellschaft, entered in the commercial register of Hanover Local Court under HRA 202198, Zweite Riethorst Grundstücksgesellschaft AG & Co. KG, entered in the commercial register of Hanover Local Court under HRA 206283, business address at HDI-Platz 1, 30659 Hanover, was established on 15 December 2023. Zweite Riethorst Grundstücksgesellschaft AG & Co. KG has since been converted into a GmbH and now trades as Zweite Riethorst Grundstücksgesellschaft mbH, entered in the commercial register of Hanover Local Court under HRB [226877]. Zweite Riethorst Grundstücksgesellschaft mbH is a second-tier subsidiary of Talanx Aktiengesellschaft, in which Talanx Aktiengesellschaft indirectly holds 100% of the shares. Talanx Aktiengesellschaft intends to enter into the control and profit and loss transfer agreement within the meaning of § 291 (1) Sentence 1 AktG (the "Agreement") with Zweite Riethorst Grundstücksgesellschaft mbH as described below. The conclusion of the Agreement will only become effective with the approval of the Annual General Meeting of Talanx Aktiengesellschaft and the shareholders' meeting of Zweite Riethorst Grundstücksgesellschaft mbH and only upon entry in the commercial register of Zweite Riethorst Grundstücksgesellschaft mbH.
The Board of Management and the Supervisory Board propose that the following resolution be adopted:
The conclusion of the Agreement (control and profit and loss transfer agreement within the meaning of § 291 (1) Sentence 1 AktG) between Talanx Aktiengesellschaft and Zweite Riethorst Grundstücksgesellschaft mbH is approved.
The Agreement is explained and justified in more detail in a joint contractual report by the Board of Management of Talanx Aktiengesellschaft and the management of Zweite Riethorst Grundstücksgesellschaft mit beschränkter Haftung.
- Draft of the profit and loss transfer agreement between Talanx Aktiengesellschaft and Zweite Riethorst Grundstücksgesellschaft mbH
- Annual financial statements of Talanx Aktiengesellschaft
- Annual financial statements of Talanx Group
- Annual financial statements of Zweite Riethorst Grundstücksgesellschaft AG & Co. KG for the (short) financial year 2023 (German only)
- Joint report of the Board of Management of Talanx Aktiengesellschaft and the Management of Zweite Riethorst Grundstücksgesellschaft mbH prepared in accordance with § 293a AktG
- Joint report of the contract auditor prepared in accordance with § 293e AktG (German only)
Documents
Your contact persons
