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Allianz Annual Report 2012

Statement on Corporate Manage­ment pursuant to § 289a of the HGB The Statement on Corporate Management pursuant to § 289a of the German Commercial Code (“Handelsgesetz- buch – HGB”) forms part of the Group Management Report. According to § 317 (2), sentence 3 of the HGB, this Statement does not have to be included within the scope of the audit. Declaration of conformity with the German Corporate Governance Code On 12 December 2012, the Board of Management and the Supervisory Board issued the following Declaration of Com- pliance of ­Allianz SE with the German Corporate Gover- nance Code: In addition, ­Allianz SE follows all the suggestions of the Ger- manCorporateGovernanceCodeCommissioninits15 May 2012 version. The suggestions in the previous version of 26 May 2010 were followed with the exception of the sugges- tion in No. 5.4.6 para. 2 sentence 2 (performance-related remuneration of the Supervisory Board based on the long- term performance of the company). The Declaration of Conformity and further information on corporategovernanceat­Allianzcanbefoundonourwebsite at www.allianz.com/corporate-governance. The listed Group company Oldenburgische Landesbank AG issued its own Declaration of Conformity in December 2012, whichstatesthatOldenburgischeLandesbankAGcomplies with all of the recommendations of the German Corporate Governance Code in its version of 15 May 2012. Corporate governance practices Internal control systems Effective internal control systems for our internal and ­external financial reporting are essential in order to gain the confidence of the capital market, our customers and the public. Consequently, ­Allianz Group has implemented a comprehensive risk management system that involves regular assessments of the effectiveness of internal con- trols as well as a quantitative limit system that helps the company avoid unwanted risks. The internal requirements regarding the control of financial reporting refer to account- ing, the reporting of Market Consistent Embedded Value (MCEV), and risk capital. For further information on the risk organization and risk principles, please refer to page 210. (For further information on the internal controls over ­financial reporting and risk capital, please refer to page 214.) The quality of the internal control systems is assessed by ­Allianz Group internal audit staff who are independent of the activities which are audited. Internal Audit is an inde- pendent, objective assurance and consulting activity de- signed to add value and improve our organization’s opera- tions.Ithelpsustoaccomplishourobjectivesbyintroducing a systematic, disciplined approach and thus contributing to the evaluation and improvement of the effectiveness of   www  Corporate Governance   210  Risk Governance   214  Controls and Procedures DECLARATION OF CONFORMITY WITH THE GERMAN CORPORATE GOVERNANCE CODE B 005 “Declaration of Conformity by the Management Board and the Supervisory Board of ­Allianz SE with the recommendations of the German Corporate Governance Code Commission in accordance with § 161 of the German Stock Corporation Act (AktG) 1. ­Allianz SE fully complies and will continue to fully comply with the recommendations of the German Corporate Governance Code Commission in the version of 15 May 2012, published by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger). 2. Since the last Declaration of Conformity as of 14 December 2011, ­Allianz SE has complied with the recommendations of the Code in the version of 26 May 2010 with the exception to No. 5.4.6 para. 2 sentence 1 of the Code (the compensation rules for the Supervisory Board of ­Allianz SE do not provide for any performance-related components. The company believes fair fixed remuneration is more suitable to the control function of the Supervisory Board irrespective of success of the company). Since the German Corporate Governance Code in the version of 15 May 2012 does not contain a recommendation for performance-related compensation components for the Supervisory Board anymore, there will be no deviation in this regard in the future. Munich, 12 December 2012 Allianz SE For the Board of Management: Signed Michael Diekmann Signed Dr. Helga Jung For the Supervisory Board: Signed Dr. Helmut Perlet” Annual Report 2012    Allianz Group B Corporate Governance 63 Corporate Governance Report 69 Statement on Corporate Management pursuant to § 289a of the HGB 71 Takeover-related Statements and Explanations 74 Remuneration Report 69

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