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Allianz Annual Report 2013

mandatory conversion, and (iv) if the new shares are issued in con- nection with a listing of ­Allianz shares on a stock exchange in the People’s Republic of China, the issue price for the new shares is not significantly below the market price, and the new shares do not exceed 10 % of the share capital. An overall limit for the exclusion of subscription rights of up to € 232  mn (corresponding to 20 % of the share capital at year-end 2009) applies for the Authorized Capital 2010/I and the Conditional Capital 2010. In addition, ­Allianz SE has authorized capital (Authorized Capi- tal 2010/II) for the issuance of shares against cash until 4 May 2015. The shareholders’ subscription rights can be excluded in order to issue new shares to employees of ­Allianz SE and its subsidiaries. As of 31 December 2013, the Authorized Capital 2010/II amounted to € 8  mn (3,259,375 shares). Further, as of 31 December 2013, ­Allianz SE had conditional cap- ital totaling € 250  mn (97,656,250 shares) (Conditional Capital 2010). This conditional capital increase will only be carried out if conversion or option rights attached to bonds which ­Allianz SE or its Group com- panies have issued against cash payments according to the resolu- tion of the Annual General Meeting (AGM) on 5 May 2010, are exer- cised or the conversion obligations under such bonds are fulfilled, and only insofar as no other methods are used in serving these rights. Convertible subordinated notes totaling € 500  mn which may be converted into ­Allianz shares were issued against cash in July 2011. Within 10 years after the issuance a mandatory conversion of the notes into ­Allianz shares at the then prevailing share price may apply at the occurrence of certain events, subject to a floor price of at least € 75.39 per share. Within the same period, the investors have the right to convert the notes into ­Allianz shares at a price of € 188.47 per share. Both conversion prices are subject to anti-dilution provisions. The subscription rights of shareholders for these convertible notes have been excluded with the consent of the Supervisory Board and pursu- ant to the authorization of the AGM on 5 May 2010. The granting of new shares to persons entitled under such convertible notes is secured by the Conditional Capital 2010. On or before 31 December 2013, there was no conversion of any such notes into new shares. Changes in the number of issued shares outstanding number of issued shares outstanding 2013 2012 Issued shares outstanding as of 1 January 453,171,976 452,473,025 Capital increase for employee shares 550,000 650,000 Change in treasury shares held for non-trading purposes 14,643 48,951 Issued shares outstanding as of 31 December 453,736,619 453,171,976 Treasury shares 2,763,381 2,778,024 Total number of issued shares 456,500,000 455,950,000 In October 2013, 550,000 (2012: 650,000) shares were issued for cash out of the Authorized Capital 2010/II at a price of € 99.45 (2012: € 79.25) per share, enabling employees of ­Allianz Group subsidiaries in Ger- many and abroad to purchase shares. As a result, issued capital increased by € 1  mn and capital reserves by € 53  mn. The Authorized Capital 2010/II was created to enable ­Allianz SE to issue new shares for such employee offerings. To be able to offer the new shares to employees, the shareholders’ subscription rights to these new shares were excluded with the consent of the Supervisory Board pursuant to the authorization granted by the AGM on 5 May 2010. All shares issued during the years ending 31 December 2013 and 2012 are qualifying shares from the beginning of the year of issue. Dividends For the year ending 31 December 2013, the Board of Management will propose to shareholders at the Annual General Meeting the distribu- tion of a dividend of € 5.30 per qualifying share. For the year ended 31 December 2012, ­Allianz SE paid a dividend of € 4.50 per qualifying share. Treasury shares As of 31 December 2013, ­Allianz SE held 2,761,795 (2012: 2,777,438) own shares. Of these, 155,626 (2012: 171,269) shares were held for covering subscriptions by employees of the ­Allianz Group in the context of the Employee Stock Purchase Plan 2014, whereas 2,606,169 (2012: 2,606,169) shares were held as a hedge for obligations from the ­Allianz Equity Incentive Program (former Group Equity Incentive Program). In the fourth quarter of 2013, 550,000 (2012: 650,000) new ­Allianz shares were issued in the context of a capital increase for the Employee Stock Purchase Plan 2013. In 2013, 565,643 (2012: 627,118) shares were sold to employees of ­Allianz SE and its subsidiaries. Of these, 171,269 (2012: 148,387) originated from the capital increase for the Employee Stock Purchase Plan in 2012 and 394,374 (2012: 478,731) from the capital increase for the Employee Stock Purchase Plan in 2013. Employees of the ­Allianz Group purchased shares at prices ranging from € 71.03 (2012: € 52.17) to € 100.84 (2012: € 75.19) per share. The remaining 155,626 (2012: 171,269) shares in 2013 will be used for the Employee Stock Purchase Plan of ­Allianz SE and its subsidiaries in 2014. The total change of holdings in ­Allianz SE own shares for the year ending 31 December 2013, amounted to a decrease of 15,643 (2012: increase of 22,882) shares, which corresponds to € 40,046 (2012: € 58,578) or 0.003 % (2012: 0.005 %) of issued capital. Annual Report 2013    Allianz Group194

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