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Allianz Annual Report 2012

Annual Report 2012    Allianz Group 71 Takeover-related Statements and Explanations Statements pursuant to § 289 (4) and § 315 (4) of the German Commercial Code (“Handelsgesetzbuch – HGB”) and explanatory report Composition of share capital As of 31 December 2012, the share capital of ­Allianz SE was € 1,167,232,000. It was divided into 455,950,000 registered and fully paid-up shares with no-par value and a corresponding share capital amount of € 2.56 per share. All shares carry the samerightsandobligations.Eachno-par-valuesharecarries one vote. Restrictions on voting rights and share transfers; exercise of voting rights in case of employee equity participations Shares may only be transferred with the consent of the Company. The Company may withhold a duly applied ­approval only if it deems this to be necessary in the interest of the Company on exceptional grounds. The applicant will be informed of the reasons. Shares acquired by employees of the ­Allianz Group as part of the Employee Stock Purchase Plan are in principle sub- ject to a one-year lock-up period. Outside Germany, the lock-up period may in some cases be up to five years. In some countries, in order to ensure that the lock-up period is observed, the employee shares are held throughout that period by a bank, another natural person or a legal entity acting as a trustee. Nevertheless, employees may instruct the trustee to exercise voting rights or have power-of-­ attorney granted to them to exercise such voting rights. Lock-upperiodscontributetotheEmployeeStockPurchase Plan’s aims of committing employees to the Company and letting them benefit from the performance of the stock price. Interests in the share capital exceeding ­ 10 % of the voting rights No direct or indirect interests in the share capital of ­Allianz SE that exceed 10 % of the voting rights have been reported to ­Allianz SE; nor are we otherwise aware of any such interests. Shares with special rights conferring powers of control There are no shares with special rights conferring powers of control. Legal and statutory provisions applicable to the appointment and removal of ­members of the Board of Management and to amendments of the Statutes TheSupervisoryBoardappointsthemembersof­Allianz SE’s Board of Management for a maximum term of five years (Article 9 (1), Article 39 (2)and Article 46 of the SE Regulation, §§ 84, 85 of the German Stock Corporation Act and § 5 (3) of theStatutes).Reappointments,ineachcaseforamaximum of five years, are permitted. A simple majority of the votes cast in the Supervisory Board is required to appoint mem- bers of the Board of Management. In the case of a tie vote, the Chairperson of the Supervisory Board, who pursuant to Article 42 sentence 2 of the SE Regulation must be a share- holder representative, shall have the casting vote (§ 8 (3) of the Statutes). If the Chairperson does not participate in the vote, the Deputy Chairperson shall have the casting vote, provided that he or she is a shareholder representative. A Deputy Chairperson who is an employee representative has no casting vote (§ 8 (3) of the Statutes). If a required member of the Board of Management is missing, in urgent cases the courts must appoint such member upon the appli­cation of an interested party (§ 85 of the German Stock Corporation Act). The Supervisory Board may dismiss members of the Board of Management if there is an impor- tant reason (§ 84 (3) of the German Stock Corporation Act). According to § 5 (1) of the Statutes, the Board of Manage- ment shall consist of at least two persons. Otherwise, the Supervisory Board determines the number of members. The Supervisory Board has appointed a Chairman of the Board of Management pursuant to § 84 (2) of the German Stock Corporation Act. 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

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