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Allianz Annual Report 2012

Annual Report 2012    Allianz Group −− Perquisites: For 2012 the total value of the perquisites amounted to € 0.6 mn (2011: € 0.5 mn). −− Total remuneration: We disclose below the total remu- neration per member of the Board of Management for 2012 and 2011: The total remuneration for 2012 includes the payout of the Three-year bonus for 2010 – 2012 but excludes the pension service cost. The figures for 2011 (in parentheses) exclude the notional annual accruals of the Three-year bonus for 2010 to 2012: Michael Diekmann € 8,404 (3,355) Thou Dr. Paul Achleitner € 3,437 1 (3,165) 2 Thou Oliver Bäte € 5,282 (2,126) Thou Manuel Bauer € 3,923 (1,735) Thou Gary Bhojwani 3 € 3,146 (–) Thou Clement Booth € 5,155 (1,892) Thou Dr. Helga Jung € 3,281 (–) Thou Dr. Christof Mascher € 4,724 (1,919) Thou Jay Ralph € 4,936 (1,804) Thou Dr. Dieter Wemmer € 3,592 (–) Thou Dr. Werner Zedelius € 5,007 (1,884) Thou Dr. Maximilian Zimmerer € 2,044 (–) Thou The sum of total remuneration of ­Allianz SE Board of Management for 2012, including the payment of the Three-year bonus, amounts to € 53  mn (2011 excluding the notional accruals for the Three-year bonus: € 22  mn 2). The corresponding amount including pension service cost equals € 57  mn (2011 excluding the notional accruals for the Three-year bonus: € 26 mn2). LOANS TO MEMBERS OF THE BOARD OF MANAGEMENT As of 31 December 2012, there were no outstanding loans granted by ­Allianz Group companies to members of the Board of Management. When granted, loans and overdrafts are provided according to standard market conditions or the conditions prevailing for ­Allianz employees. They carry no more than normal risks of repayment and do not provide any other favorable features. 1 Dr. Paul Achleitner left the ­Allianz SE Board of Management effective 31 May 2012 and receives a pro-rated remuneration. Instead of RSU he receives a pro-rated cash payment whereby the amount equals the respective 2012 Annual bonus. 2 According to his contract, Dr. Paul Achleitner receives a transition payment of € 1,027.5 Thou after leaving the ­Allianz SE Board of Management. This amount is included in the Total for 2011. 3 A portion of Gary Bhojwani’s total remuneration is denominated in USD. The amount of € 3,146  Thou was derived by applying the contractually agreed USD/EUR exchange rate of 1.347910 (2011 fourth quarter average). TERMINATION OF SERVICE Board of Management contracts are set for a maximum period of five years. In compliance with the German Corpo- rateGovernanceCode,fornewappointmentsthemaximum service period of five years is not the rule. Arrangements for termination of service including retire- ment are as follows: 1. Board members who were appointed before 1 January 2010 – and who have served a term of at least five years – are eligible for a six-month transition payment after leav- ing the Board of Management. 2. Severance payments made to Board members in case of an early termination comply with the German Corporate Governance Code. 3. Special terms, also compliant with the German Corpo- rate Governance Code, apply if service is terminated as a result of a “change of control”. A change of control re- quires that a shareholder of ­Allianz SE, acting alone or together with other shareholders, holds more than 50 % of voting rights in ­Allianz SE. Termination as a result of a change of control occurs within twelve months if a. the Management Board appointment is unilaterally revoked by the Supervisory Board, or b. the Board member resigned due to a substantial decrease in managerial responsibilities and without giving cause for termination, or c. a Management Board appointment is terminated by mutual agreement orwhereitisnotextendedwithintwoyearsofthechange of control. Contracts do not contain provisions for any other cases of early termination from the Board of Management. Board members who were appointed before 1 January 2011 are eligible to use a company car for a period of twelve months after their retirement. 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 83