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Allianz Annual Report 2012

In addition, ­Allianz SE had authorized capital (Authorized Capital 2010/II) for the issuance of shares against cash until 4 May 2015. The shareholders’ subscription rights can be excluded in order to issue new shares to employees of ­Allianz SE and its Group companies. As of 31 December 2012, the Authorized Capital 2010/II amounted to € 10  mn (3,809,375 shares). Further, as of 31 December 2012, ­Allianz SE had conditional capital totaling € 250 mn (97,656,250 shares) (Conditional Capital 2010). This conditional capital increase will only be carried out if conversion or option rights attached to bonds which ­Allianz SE or its Group companies have issued against cash payments according to the resolution of the Annual General Meeting (AGM) on 5May 2010, are exercised or the conversion obligations under such bonds are ful- filled, and only insofar as no other methods are used in serving these rights. Convertible subordinated notes totaling € 500 mn which may be converted into ­Allianz shares were issued against cash in July 2011. Within 10 years after the issuance, a man- datory conversion of the notes into Allianz shares at the then prevailing share price may apply at the occurrence of certain events, subject to a floor price of at least € 75.39 per share. Within the same period, the investors have the right to convert the notes into Allianz shares at a price of € 188.47 per share. Both conversion prices are subject to anti-dilu- tion provisions. The subscription rights of shareholders for these convertible notes have been excluded with the con- sent of the ­Supervisory Board and pursuant to the authori- zation of the AGM on 5 May 2010. The granting of new shares to persons entitled under such convertible notes is secured by the Conditional Capital 2010. On or before 31 December 2012, there was no conversion of any such notes into new shares. 25 – Equity equity D 093 € mn as of 31 December 2012 2011 Shareholders’ equity Issued capital 1,167 1,166 Capital reserves 27,648 27,597 Retained earnings 1 16,689 13,522 Foreign currency translation adjustments (2,073) (1,996) Unrealized gains and losses (net) 2 10,122 4,626 Subtotal 53,553 44,915 Non-controlling interests 2,665 2,338 Total 56,218 47,253 1 As of 31 December 2012, includes € (218) mn (2011: € (223) mn) related to treasury shares. 2 As of 31 December 2012, includes € 256 mn (2011: € 191 mn) related to cash flow hedges. Issued capital Issued capital as of 31 December 2012, amounted to € 1,167 mn divided into 455,950,000 registered shares. The shares have no par value but a mathematical per share value of € 2.56 each as a proportion of the issued capital. Authorized capital As of 31 December 2012, ­Allianz SE had authorized capital for the issuance of 214,843,750 shares until 4 May 2015, with a notional amount of € 550 mn (Authorized Capital 2010/I). The shareholders’ subscription rights can be excluded for capital increases against contribution in kind. For a capital increase against ­contributions in cash, the shareholders’ subscription rights can be excluded: (i) for fractional amounts, (ii) if the issue price is not significantly below the market price and the shares issued under exclusion of the subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Law (Aktiengesetz) do not ex- ceed 10 % of the share capital, (iii) to the extent necessary to grant a subscription right for new shares to the holders of bonds that carry conversion or option rights or provide for mandatoryconversion,and(iv)ifthenewsharesareissued in connection with a listing of ­Allianz shares on a stock exchange in the People’s Republic of China, the issue price for the new shares is not significantly below the market price, and the new shares do not exceed 10 % of the share capital. An overall limit for the exclusion of subscription rights of up to € 232 mn (corresponding to 20 % of the share capital at year-end 2009) applies for the Authorized Capital 2010/I and the Conditional Capital 2010. Annual Report 2012    Allianz Group308

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