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Allianz Annual Report 2012

Annual Report 2012    Allianz Group72 German insurance supervisory law requires that members of the Board of Management have the reliability and profes- sional competence needed to manage an insurance com- pany. A person cannot become a member of the Board of Management if he or she is already a manager of two other insurance undertakings, pension funds, insurance holding companies or insurance special purpose vehicles. However, more than two such mandates may be permitted by the supervisory authority if they are held within the same group (§§ 121a, 7a of the German Insurance Supervision Act (“Versicherungsaufsichtsgesetz”, VAG)). The Federal Finan- cial Services Supervisory Authority (“Bundesanstalt für ­Finanzdienstleistungsaufsicht”) must be notified about the intention of appointing a Board of Management member pursuant to §§ 121a, 13d no. 1 of the German Insurance Su- pervision Act. AmendmentstotheStatutesmustbeadoptedbytheGeneral Meeting. § 13 (4) sentence 2 of the Statutes of ­Allianz SE stipulates that, unless this conflicts with mandatory law, changes to the Statutes require a two-thirds majority of the votes cast, or, if at least one half of the share capital is rep- resented, a simple majority of the votes cast. The Statutes thereby make use of the option set out in § 51 sentence 1 of the SE Implementation Act(“SE-Ausführungsgesetz”) which is based upon Article 59 (1) and (2) of the SE Regulation. A larger majority is, inter alia, required for a change in the corporate object or the relocation of the registered office to another E.U. member state (§ 51 sentence 2 of the SE Imple- mentationAct).TheSupervisoryBoardmayalterthewording of the Statutes (§ 179 (1) sentence 2 of the German Stock Corporation Act and § 10 of the Statutes). Authorization of the Board of Management to issue and repurchase shares The Board of Management is authorized to issue shares as well as to acquire and use treasury shares as follows: It may increase the Company’s share capital, on or before 4 May 2015, with the approval of the Supervisory Board, by issuing new registered no-par value shares against contri- butions in cash and/or in kind, on one or more occasions: −− Up to a total of € 550,000,000 (Authorized Capital 2010/I). The shareholders’ subscription rights for these shares can be excluded, with the consent of the Supervisory Board, (i) for fractional amounts, (ii) in order to safe- guard the rights pertaining to holders of convertible bonds or bonds with warrants, (iii) in the event of a capital increase against cash contribution of up to 10 % if the issue price of the new shares is not significantly less than the stock market price, (iv) within certain limitations, if the shares are issued in connection with a listing of ­Allianz shares on a stock exchange in the People’s Republic of China, and (v) in the event of a capital increase against contributions in kind. −− Up to a total of € 9,752,000 (Authorized Capital 2010/II). The shareholders’ subscription rights can be excluded in order to issue the new shares to employees of ­Allianz SE and its Group companies as well as for frac- tional amounts. The Company’s share capital is conditionally increased by up to € 250,000,000 (Conditional Capital 2010). This condi- tional capital increase will only be carried out to the extent that conversion or option rights resulting from bonds issued by ­Allianz SE or its subsidiaries on the basis of the authori- zation of the General Meeting of 5 May 2010 are exercised, or that conversion obligations tied to such bonds are ful- filled. The Board of Management may buy back and use ­Allianz shares for other purposes until 4 May 2015 on the basis­ of the authorization of the General Meeting of 5 May 2010 (§ 71 (1) No. 8 of the German Stock Corporation Act). Togetherwithothertreasurysharesthatareheldby­Allianz SE or which are attributable to it under §§ 71a et seq. of the German Stock Corporation Act, such shares may not exceed 10 % of the share capital at any time. The shares acquired pursuant to this authorization may be used, under exclu- sion of the shareholders’ subscription rights, for any legally admissible purposes, and in particular those specified in the authorization. Furthermore, the acquisition of treasury shares under this authorization may also be carried out ­using derivatives such as put options, call options, forward purchases or a combination thereof, provided that such derivatives must not relate to more than 5 % of the share capital. Domestic or foreign banks that are majority owned by ­Allianz  SE may buy and sell ­Allianz shares for trading pur- poses (§ 71 (1) No. 7 and (2) of the German Stock Corpora- tion Act) under an authorization of the ­General ­Meeting valid until 4 May 2015. The total number of shares acquired thereunder,togetherwithtreasurysharesheldby­Allianz SE or attributable to it under §§ 71a et seq. of the German Stock Corporation Act, shall at no time exceed 10 % of the share capital of ­Allianz SE.

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