Annual General Meeting
Talanx AG’s next Annual General Meeting is scheduled to take place on 7 May 2024.
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 a resolution on agenda item number 1.
The Board of Management and the Supervisory Board propose that the distributable net profit for the 2022 financial year in the amount of EUR 1,164,373,000.00 (in words: one billion one hundred sixty-four million three hundred seventy-three thousand euros) be appropriated as follows:
| Distribution of EUR 2.00 per dividend-entitled no-par-value share: | EUR 506,701,886.00 |
| Profit carried forward to a new account: | EUR 657,671,114.00 |
| Distributable profit: | EUR 1,164,373,000.00 |
The Board of Management and the Supervisory Board propose that the actions of the members of the Board of Management holding office in the 2022 financial year be ratified for this period.
The Board of Management and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in the 2022 financial year be ratified for this period.
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 2023 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 2023 financial year and of the interim (condensed) financial statements and interim management report for the first quarter of the 2024 financial year.
Distribution of EUR 2.00 per dividend-entitled no-par-value share: EUR 506,701,886.00 Profit carried forward to a new account: EUR 657,671,114.00 Distributable profit: EUR 1,164,373,000.00 Agenda and proposed resolutions 3 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 influence by 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 2022 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 2022 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.
Pursuant to §§ 96 (1), 101 (1) AktG in conjunction with § 7 (1) No. 2 of the German Co-Determination Act (MitbestG) and § 9 (1) of the Articles of Association, the Supervisory Board is composed of 16 members; eight members shall be elected by the shareholders and eight members shall be elected by the employees.
Pursuant to § 9 (2) of the Articles of Association the terms of office of all shareholder representatives on the current Supervisory Board elected by the Annual General Meeting on 8 May 2018 ends upon conclusion of the Annual General Meeting on 4 May 2023.
Pursuant to § 9 (2) of the Articles of Association, the members of the Supervisory Board are regularly appointed by the Annual General Meeting for a period up to the end of the Annual General Meeting that ratifies the acts of the Supervisory Board for the fourth financial year after the beginning of the term of office, not including the financial year in which the term of office begins. The Annual General Meeting may determine a shorter term of office at the time of election. In order to appropriately take into account the requirements of the objectives for the composition of the Supervisory Board already at the election, in particular with regard to the age limit and length of membership, and in order to be able to respond flexibly to changing requirements in terms of competencies, the proposed term of office for some of the candidates named below shall not comprise the previous regular term of 4 office of five years. This will also enable the gradual formation of a so-called “Staggered Board” for the future. Mr. Haas and Ms. Titzrath are to be elected for approximately five years, Dr. Brenk, Dr. Günther and Dr. Reich for approximately four years, and Dr. Jung, Mr. Lohmann and Mr. Steiner for approximately three years.
Pursuant to § 96 (2) Sentence 1 AktG, the Supervisory Board must be composed of at least 30 percent of women and, equally, as many men. Based on a unanimous resolution, the employee representatives objected to the overall fulfilment pursuant to § 96 (2) Sentence 3 AktG. The minimum quota must therefore be fulfilled separately by the shareholders’ side and the employees’ side, in each case rounded up or down mathematically to the nearest whole number of persons in accordance with § 96 (2) Sentence 4 AktG. The eight shareholder representatives on the Supervisory Board must therefore include at least two women and at least two men. At the time when the Annual General Meeting was convened, the Supervisory Board comprised a total of five women and eleven men, of whom two women were shareholder representatives and six men were shareholder representatives. The minimum proportional requirement is therefore currently met. With the election of the proposed candidates, including two women and six men, the respective minimum quota of 30 percent continues to be met.
The Supervisory Board proposes that the following persons be elected as shareholder representatives to the Supervisory Board of Talanx AG (the election in each case to be held as an individual election):
a) Dr. Joachim Brenk, Lübeck, Germany
Chairman of the Board of Management of L. Possehl & Co. mbH
CV Brenk
b) Dr. Christof Günther, Merseburg, Germany
Managing Director of InfraLeuna GmbH
CV Günther
c) Herbert Haas, Burgwedel, Germany
Chairman of the Supervisory Board of Talanx AG and HDI V.a.G.
CV Haas
d) Dr. Hermann Jung, Heidenheim, Germany
Former member of the Board of Directors of Voith GmbH
CV Jung
e) Dirk Lohmann, Forch, Switzerland
Chairman of Schroders Capital IIS,
Schroder Investment Management (Switzerland) AG
CV Lohmann
f) Dr. Sandra Reich, Gräfelfing, Germany
Independent Business Consultant for Sustainable Finance
CV Reich
g) Norbert Steiner, Baunatal, Germany
Former Chairman of the Board of Management of K+S AG
CV Steiner
h) Angela Titzrath, Hamburg, Germany
Chairwoman of the Board of Management of Hamburger Hafen und Logistik AG
CV Titzrath
The candidate proposed under h) and the candidate proposed under c) are to be elected for the period until the end of the Annual General Meeting that ratifies the actions for the 2027 financial year.
The candidate proposed under f) and the candidates proposed under a) and b) are to be elected for the period until the end of the Annual General Meeting that ratifies the actions for the 2026 financial year. The candidates proposed under d) and e) and the candidate proposed under g) are to be elected for the period until the end of the Annual General Meeting that ratifies the actions for the 2025 financial year. It is intended that Mr. Herbert Haas, if elected by the Annual General Meeting, will again be proposed for the position of Chairman of the Supervisory Board.
The Supervisory Board’s nominations are based on the recommendations of the Supervisory Board’s Nomination Committee and take into consideration the statutory requirements, the objectives approved by the Supervisory Board for its composition, and the competency profile drawn up by the Supervisory Board for the plenary body. The objectives and the competency profile, including the status of implementation, are published in the Declaration on Corporate Governance for the 2022 financial year in the Groups’ Annual Report. This can be accessed via our website at https://www.talanx.com/agm and will also be available there during the Annual General Meeting.
Certain personal and/or business relationships in the meaning of Recommendation C.13 of the German Corporate Governance Code exist between several of the nominated candidates and Talanx Aktiengesellschaft, Group companies as well as HDI Haftpflichtverband der Deutschen Industrie V.a.G. as a shareholder with a material interest in the Company. In particular, several candidates have a seat on the Supervisory Board of the majority shareholder HDI Haftpflichtverband der Deutschen Industrie V.a.G., or are nominated for election to this body. Furthermore, three candidates hold executive positions in companies that are members of HDI Haftpflichtverband der Deutschen Industrie V.a.G. For more detailed information, please refer to the additional information on agenda item 7, which is presented following the agenda in the section “Further information about the agenda items” in the context of the curricula vitae and information about specific memberships of the proposed candidates. In the Supervisory Board’s assessment, no other personal or business relationships exist between the candidates on the one hand and Talanx Aktiengesellschaft, its corporate bodies or a shareholder directly or indirectly holding more than 10% of the voting shares in Talanx Aktiengesellschaft on the other hand that would be relevant for the election decision of the Annual General Meeting. Furthermore, no further significant activities of the candidates for Talanx Aktiengesellschaft in the meaning of the German Corporate Governance Code exist at present. The Supervisory Board has also ascertained from the candidates that they will be able to devote the expected amount of time to their tasks.
A qualification matrix detailing the proposed candidates is here accessible
The Act on the Introduction of Virtual Shareholders’ Meetings of Stock Corporations and the Amendment of Cooperative as well as Insolvency and Restructuring Law Regulations (Bundesgesetzblatt I No. 27 2022, p. 1166 et seq.) has made the virtual shareholders’ meeting a permanent provision in the German Stock Corporation Act (AktG). Pursuant to § 118a (1) Sentence 1 AktG, the Articles of Association may provide or authorise the Board of Management to provide that the Annual General Meeting be held as a virtual Annual General Meeting without the physical presence of the shareholders or their authorised representatives at the location of the Annual General Meeting.
The Board of Management and the Supervisory Board of Talanx Aktiengesellschaft are in agreement that the virtual format for the Annual General Meeting has proved its worth at the last three 6 Annual General Meetings, and that the possibility to conduct Annual General Meetings on a virtual basis should be retained in the future. In the opinion of the Board of Management and the Supervisory Board, the virtual Annual General Meeting in the format provided for in the corresponding new regulations in the German Stock Corporation Act appropriately protects the shareholders’ rights and provides an approximation to an Annual General Meeting held in person, especially by the direct interaction via electronic communication between shareholders and the management during the Annual General Meeting. It should be emphasised that the proposed provisions of the Articles of Association do not directly mandate a virtual Annual General Meeting, but rather, pursuant to § 118a (1) Sentence 1 Alt. 2 AktG, the Board of Management is authorised to decide anew in advance of each Annual General Meeting whether the meeting should be held virtually or in person.
Such authorisation of the Board of Management is to be included in the Articles of Association of Talanx AG, whereby use is not to be made of the maximum possible term of five years provided for by law. Instead, initially only an authorisation to hold virtual Annual General Meetings is to be approved for a period of two years after registration of the amendment to the Articles of Association. For future Annual General Meetings, a separate decision is to be made in each case, taking into consideration the circumstances of the individual case, as to whether to make use of the authorisation and hold a Annual General Meeting as a virtual Annual General Meeting. The Board of Management will make its decisions taking into consideration the interests of the Company and its shareholders, and in doing so will pay particular attention to safeguarding shareholders’ rights as well as aspects of participants’ health protection, time and costs, and sustainability considerations. In doing this, it will also take into account the fact that there may be Annual General Meetings with agenda items where the personal presence of shareholders and their authorised representatives may be more appropriate than a virtual format.
The Supervisory Board and the Board of Management propose that the following resolution be adopted:
The heading of § 13 of the Articles of Association is to be reworded as follows
“§ 13 Location, convening notice, virtual Annual General Meeting”
The following new § 13 (3) is to be added to § 13 of the Articles of Association of Talanx Aktiengesellschaft:
“(3) The Board of Management shall be authorised to provide that the Annual General Meeting be held without the physical presence of the shareholders or their authorised representatives at the location of the Annual’ General Meeting (virtual Annual General Meeting). The authorisation shall apply to the holding of virtual Annual General Meetings for a period of two years following the entry of this provision of the Articles of Association in the Company’s commercial register.”
In principle, the members of the Supervisory Board attend the Annual General Meeting in person. However, pursuant to § 118 (3) Sentence 2 AktG, the Articles of Association may provide for certain cases where members of the Supervisory Board may participate in a Annual General Meeting by means of video and audio transmission. Use is to be made of this option in the event of a virtual Agenda and proposed resolutions (cont’d) 7 Annual General Meeting pursuant to § 118a (2) Sentence 2 AktG in order to provide sufficient flexibility to the members of the Supervisory Board. If it is necessary for all or individual members of the Supervisory Board to interact directly at the Annual General Meeting, this will be made possible by directly connecting these Supervisory Board members by means of the planned two-way communication.
The Supervisory Board and the Board of Management therefore propose that the following resolution be approved:
The following new § 14 (6) is to be added to § 14 of the Articles of Association of Talanx Aktiengesellschaft:
“(6) In the event of a virtual Annual General Meeting, the participation of the members of the Supervisory Board may take place by means of video and audio transmission; however, this shall not apply to the Chairman of the meeting if he or she is a member of the Supervisory Board."
In order to ensure that the Annual General Meeting is conducted appropriately, the Articles of Association already provide, as is now standard market practice, that the Chairman of the meeting may impose reasonable time limits on the shareholders’ right to ask questions and to speak at the Annual General Meeting. In a clarifying formal amendment to the Articles of Association, this right of the Chairman of the meeting is also to be established for the right to ask questions in certain cases provided for in the law.
The Supervisory Board and the Board of Management therefore propose that § 15 (3) of the Articles of Association be amended and reworded as set out below.
§ 15 (3) of the Articles of Association of Talanx Aktiengesellschaft is to be reworded as follows (addition only underlined in the following presentation):
“(3) The Chairman of the meeting may appropriately set and limit the question (follow-up questions included) and speaking times of shareholders. In particular, he is entitled at the beginning or in the course of the Annual General Meeting to set an appropriate time limit for the entire Annual General Meeting, for certain items on the agenda or for individual speakers.”
The currently valid Articles of Association can be accessed via our website at https://www.talanx.com/agm They will also be accessible there during the Annual General Meeting.
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