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Allianz Annual Report 2012

Annual Report 2012    Allianz Group −− Equity-related remuneration:  In accordance with the approach described earlier, a number of RSU were ­granted to each Board member in March 2013. At the time of grant, each award had the same fair value as the award for the 2012 Annual bonus. Grants, outstanding holdings and equity compensation expense under the ­Allianz Equity program1 B 011 RSU 2 SAR 3 Equity Compensation Expense 2012 € thou 4 Board members Number of RSU granted on 3/7/20135 Number of RSU held at 12/31/2012 Number of SAR held at 12/31/2012 Strike Price Range € Michael Diekmann (Chairman) 17,699 55,356 75,246 51.95 – 160.13 2,633 Dr. Paul Achleitner6 – 27,440 50,389 51.95 – 160.13 1,013 Oliver Bäte 11,175 33,880 26,362 51.95 – 117.38 1,528 Manuel Bauer 10,617 15,403 17,844 51.95 – 160.13 709 Gary Bhojwani7 9,729 34,232 26,436 51.95 – 160.13 1,475 Clement Booth 10,935 34,064 50,464 51.95 – 160.13 1,711 Dr. Helga Jung 10,120 9,105 11,720 51.95 – 160.13 427 Dr. Christof Mascher 9,938 29,094 28,330 51.95 – 160.13 1,433 Jay Ralph 11,141 29,953 25,449 51.95 – 117.38 1,526 Dr. Dieter Wemmer 11,317 – – – 134 Dr. Werner Zedelius 10,588 40,634 66,549 51.95 – 160.13 2,416 Dr. Maximilian Zimmerer 8 6,412 19,385 28,678 51.95 – 160.13 1,018 Total 119,671 328,546 407,467 – 16,023 1 The Equity-related remuneration that applied before 2010 consisted of two vehicles, virtual stock awards known as RSU and virtual stock options known as “Stock Appreciation Rights” (SAR). Only RSU have been awarded as of 2010. The remuneration system valid until December 2009 is disclosed in the Annual Report 2009 (starting on page 17). 2 As disclosed in the Annual Report 2011 the Equity-related grant in 2012 was made to par- ticipants as part of their 2011 remuneration. The disclosure in the Annual Report 2011 was based on a best estimate of the RSU grants. The actual grants, as of 8 March 2012, deviate from the estimated values and have to be disclosed accordingly. The actual grants as of 8 March 2012 under the ­Allianz equity program in the form of RSU are as follows: Michael Diekmann: 14,939, Oliver Bäte: 9,675, Manuel Bauer: 7,188, Clement Booth: 7,019, Dr. Joachim Faber: 9,161, Dr. Christof Mascher: 8,374, Jay Ralph 7,385, Dr. Werner Zedelius: 7,857. 3 SAR are released to plan participants upon expiry of the vesting period, assuming all other exercise hurdles are met. For SAR granted until and including 2008, the vesting period was two years. For SAR granted from 2009, the vesting period is four years. SAR can be exercised on condition that the price of ­Allianz SE stock is at least 20 % above their strike price at the time of grant. Additionally, the price of the ­Allianz SE stock must have exceeded the Dow Jones EURO STOXX Price Index (600) over a period of five consecutive trading days at least once during the plan period. 4 Grants of Equity-related remuneration are accounted for as cash settled awards. The fair value of the granted RSU and SAR is remeasured at each reporting date and accrued as a compensation expense proportionately over the vesting and service period. Upon vesting, any subsequent changes in the fair value of the unexercised SAR are also recognized as a compensation expense. 5 The relevant share price used to determine the final number of RSU granted is only available after sign-off by the external auditors, thus numbers are based on a best estimate. 6 For the financial year 2011 and 2012 the Equity-related remuneration for Dr. Paul Achleitner will be delivered in cash. As a result he did not receive an RSU grant on 8 March 2012. Neither will he receive an RSU grant on 7 March 2013. 7 Gary Bhojwani’s RSU grant will be based on his Annual bonus amount of USD 1,068  Thou. The number of RSU will be calculated in line with the process for other USD participants by application of the 2012 fourth quarter USD/EUR exchange rate of 1.29706. 8 Dr. Maximilian Zimmerer joined ­Allianz SE Board of Management on 1 June 2012 and re- ceives a pro rated grant. −− Pensions:  Company contributions in the current plan are 28.35 % of Base salary, increasing to 35.44 % after five years and to 42.53 % after ten years service on the Board of Management. These are invested in a fund and have a minimum guaranteed interest rate of 2.75 % each year. If the net annual return of the AVK exceeds 2.75 %, the full increase in value is credited in the same year. For mem- bers with pension rights in the frozen plan, the above contribution rates are reduced by an amount equivalent to 19 % of the expected annual pension from that plan. The ­Allianz Group paid € 4  mn (2011: € 5  mn) to increase re- serves for pensions and similar benefits for active mem- bers of the Board of Management. As of 31 December 2012, reserves for pensions and similar benefits for active mem- bers of the Board of Management amounted to € 36  mn (2011: € 36 mn). 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 81

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