Please activate JavaScript!
Please install Adobe Flash Player, click here for download

Allianz Annual Report 2013

Annual Report 2013    Allianz Group34 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 Asof31 December2013,thesharecapitalof­Allianz SEwas€ 1,168,640,000. It was divided into 456,500,000 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 same rights and obligations. Each no- par-value share carries 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 tobenecessaryintheinterestoftheCompanyonexceptionalgrounds. 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 subject 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 through- out 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-up periods contribute to the Employee Stock Purchase 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 The Supervisory Board appoints the members of ­Allianz 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 the Statutes). Reappointments, in each case for a maximum 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 Chair- person of the Supervisory Board, who pursuant to Article 42 sentence 2 of the SE Regulation must be a shareholder 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 he or she is a shareholder representative. A Deputy Chairperson who is an employee representative has no cast- ing 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 important reason (§ 84 (3) of the German Stock Corporation Act). According to § 5 (1) of the Statutes, the Board of Management shallconsist ofat least twopersons.Otherwise,theSupervisoryBoard 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. German insurance supervisory law requires that members of the Board of Management have the reliability and professional com- petence needed to manage an insurance company. 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, the supervisory authority may permit more than two such mandates if they are held within the same group (§§ 121a, 7a of the German Insurance Supervision Act (“Versicherungsaufsichts­gesetz”, VAG)). The Federal Financial Services Supervisory Authority (“Bundes­ anstalt 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 Supervision Act.

Pages Overview