Annual General Meeting
Talanx AG’s next Annual General Meeting is scheduled to take place on 7 May 2026.
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 solution on agenda item number 1.
The Board of Management and the Supervisory Board propose that the distributable net profit for the financial year 2024 in the amount of EUR 1,633,701,000.00 (in words: one billion six hundred thirty three million seven hundred one thousand euros) be appropriated as follows:
| Distribution of EUR 2.70 (in words: two euros and seventy cents) per dividend-entitled no-par-value share: | EUR 697,218,275.70 |
| Profit carried forward to a new account: | EUR 936,482,724.30 |
| Distributable profit: | EUR 1,633,701,000.00 |
According to § 58 (4) Sentence 2 AktG, the entitlement to the dividend is due on the third business day following the resolution of the Annual General Meeting, i.e., on 13 May 2025.
The Board of Management and the Supervisory Board propose that the actions of the members of the Board of Management holding office in the 2024 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 financial year 2024 are up for approval:
3.1 Torsten Leue (Chairman)
3.2 Jean-Jacques Henchoz
3.3 Dr Wilm Langenbach
3.4 Dr Edgar Puls
3.5 Caroline Schlienkamp
3.6 Jens Warkentin
3.7 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 2024 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 Supervisory Board that held office in financial year 2024 are up for approval:
4.1 Herbert K. Haas (Chairman)
4.2 Jutta Hammer (Deputy Chairwoman of the Supervisory Board)
4.3 Ralf Rieger (former Deputy Chairman of the Supervisory Board)
4.4 Angela Titzrath (Deputy Chairwoman of the Supervisory Board)
4.5 Natalie Bani Ardalan
4.6 Benita Bierstedt
4.7 Rainer-Karl Bock-Wehr
4.8 Dr Joachim Brenk
4.9 Sebastian L. Gascard
4.10 Dr Christof Günther
4.11 Dr Hermann Jung
4.12 Dirk Lohmann
4.13 Christoph Meister
4.14 Jutta Mück
4.15 Dr Sandra Reich
4.16 Matthias Rickel
4.17 Prof. Dr Jens Schubert
4.18 Patrick Seidel
4.19 Norbert Steiner
5.1 Resolution regarding the auditors of the financial statements
On the recommendation of its Finance and Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hannover, be appointed as the auditor of both the unconsolidated and the consolidated financial statements for the 2025 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 2025 financial year and of the interim (condensed) financial statements and interim management report for the first quarter of the 2026 financial year.
5.2 Resolution regarding the auditor of the sustainability report
On the recommendation of its Finance and Audit Committee, the Supervisory Board proposes to appoint PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hannover, as the auditor of the sustainability report for the financial year 2025. The Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC, and 2013/34/EU regarding the sustainability reporting of companies requires a German implementation law. At the time of the publication of this convocation, the implementation of the directive into national law by the German legislator is still pending. Implementation is expected by 2025. The appointment as the auditor of the sustainability report is therefore made in the event that the German legislator requires the appointment of the auditor by the general meeting in an implementation law.
5.3 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 recommendations are 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 2024 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 2024 financial year, which has been prepared and reviewed in accordance with § 162 AktG, be approved.
The remuneration report 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 § 120a (1) Sentence 1 AktG, the General Meeting of a listed company resolves on the approval of the remuneration system for the Members of the Board of Management presented by the Supervisory Board at least every four years, as well as in the event of any material changes. The Annual General Meeting of Talanx Aktiengesellschaft last passed such a resolution on 6 May 2021, so a new resolution is required in due course. Against this background, the Supervisory Board has reviewed the previous remuneration system with regard to market conformity and competitiveness, taking into account the strategic objectives of Talanx Aktiengesellschaft. Based on the recommendation of the Board of Management Affairs Committee, the Supervisory Board adopted a slightly adjusted remuneration system at its meeting on 12 November 2024, which will take effect from1 January 2025.
The previous remuneration system has proven its worth and should therefore be largely retained, which is why fundamental adjustments were not necessary. New is the inclusion of an explicitprovision on the so-called severance cap in the service contracts of the members of the Board of Management, according to which any severance payments may not exceed the value of a maximum of two annual remunerations and the remuneration for the remaining term of the contract. Furthermore, an increase in the maximum remuneration in accordance with § 87a AktG was resolved in order to reflect the increase in the target remuneration of the members of the Board of Management that took effect on 1 January 2025.
The Supervisory Board proposes to approve the remuneration system for the members of the Board of Management of Talanx Aktiengesellschaft, which the Supervisory Board resolved to take effect from 1 January 2025, as presented to the Annual General Meeting.
The remuneration system for the members of the Board of Management is available on our website at https://www.talanx.com/agm from the time when the Annual General Meeting is convened. Furthermore, the remuneration system for the members of the Board of Management will also be accessible on the above specified website during the Annual General Meeting.
Remuneration system for the members of the Board of Management
Pursuant to § 113 (3) AktG listed companies must pass a resolution on the remuneration of the members of the Supervisory Board at least every four years at the General Meeting. A resolution confirming the existing remuneration is permissible. The Annual General Meeting of Talanx Aktiengesellschaft last passed a resolution on the remuneration system for the Supervisory Board on 6 May 2021. Therefore, a new resolution is required in due course.
From the perspective of the Board of Management and the Supervisory Board of Talanx Aktiengesellschaft, the remuneration system for members of the Supervisory Board has proven effective. The fixed remuneration remains appropriate in terms of its amount and structure relative to the associated tasks. Based on the previous remuneration system for members of the Supervisory Board, the current regulation in § 12 of the Articles of Association should therefore be confirmed.
The Board of Management and the Supervisory Board propose to leave the previous remuneration system for the Supervisory Board unchanged and to confirm the Supervisory Board remuneration as regulated in § 12 of the Articles of Association of Talanx Aktiengesellschaft.
The remuneration system for the Supervisory Board is available on our website at https://www.talanx.com/agm from the time when the Annual General Meeting is convened. Furthermore, the remuneration system for the Supervisory Board will also be accessible on the above specified website during the Annual General Meeting.
The General Meeting initially granted the Board of Management the authorization to hold a virtual General Meeting without the physical presence of shareholders or their proxies at the location of the General Meeting by resolution dated 4 May 2023. According to § 118a (4) AktG, such authorization must be limited in time and can be granted for a maximum period of five years. Since the resolution of4 May 2023, provided for a period of two years after the entry of the provision in the commercial register,a new resolution is required in due course.
The virtual General Meeting has proven itself for Talanx Aktiengesellschaft in the past two years. With full preservation of shareholders’ rights, a proper General Meeting was held each time without relevant technical difficulties. The efficiency gains resulting from the virtual format are noteworthy for both the company and the shareholders. In particular, foreign shareholders are given the opportunity to participate without having to undertake a long journey. Additionally, cost considerations and sustainability aspects also speak in favour of a virtual format. From the Board of Management’sperspective, the virtual General Meeting has thus established itself as an equally suitablealternative to the in-person format.
To continue granting the Board of Management the flexibility gained through the authorizationin choosing the format, it seems appropriate to extend the authorization. However, the maximumpossible authorization period of five years will not be included in the Articles of Association, but rather an authorization for two years from the entry of the provision in the commercial register ofthe company will be granted again. This is to ensure that shareholders regularly engage with the format of the General Meeting.
In deciding on the choice of format, the Board of Management will continue to consider the circumstancesof each individual case. It will take into account the interests of the company and the shareholders equally, with particular emphasis on preserving shareholders’ rights. In exercising its due discretion, the Board of Management will consider and weigh all appropriate criteria for each General Meeting individually and then make the decision it deems appropriate based on this assessment. To safeguard the legitimate interests of the shareholders, the Board of Management will also involvethe Supervisory Board of Talanx Aktiengesellschaft in this decision and obtain its approval for the choice of the virtual format. A corresponding approval requirement has been included in the rulesof procedure of the Board of Management of Talanx Aktiengesellschaft.
The Board of Management and the Supervisory Board therefore propose the following resolution:
§ 13 (3) of the Articles of Association of Talanx Aktiengesellschaft is to be reworded as follows:
“(3) The Board of Management shall be authorized to provide that the General Meeting be held without the physical presence of the shareholders or their authorized representatives at the location of the General Meeting (virtual General Meeting). The authorization shall apply to the holding ofvirtual General Meetings for a period of two years following the entry of this provision of the Articlesof Association, resolved on 8 May 2025, in the Company’s commercial register.”
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 General Meeting.
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