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Allianz Annual Report 2013

B Corporate Governance 27 Corporate Governance Report 32 Statement on Corporate Management pursuant to § 289a of the HGB 34 Takeover-related Statements and Explanations 37 Remuneration Report Annual Report 2013    Allianz Group 35 Amendments to the Statutes must be adopted by the General 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 represented, a simple majority of the votes cast. The Statutes thereby make use of the option set out in § 51 sentence 1 oftheSEImplementationAct(“SE-Ausführungsgesetz”)whichisbased 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 reloca- tion of the registered office to another E.U. member state (§ 51 sen- tence 2 of the SE Implementation Act). The Supervisory Board may alter the wording 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 reg- istered no-par-value shares against contributions 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 exclud- ed, with the consent of the Supervisory Board, (i) for fractional amounts, (ii) in order to safeguard the rights pertaining to hold- ers 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 € 8,344,000 (Authorized Capital 2010/II). The share- holders’subscriptionrightscanbeexcludedinordertoissuethe new shares to employees of ­Allianz SE and its Group companies as well as for fractional amounts. The Company’s share capital is conditionally increased by up to € 250,000,000 (Conditional Capital 2010). This conditional capital increase will only be carried out to the extent that conversion or option rights resulting from bonds issued by ­Allianz SE or its subsid- iaries on the basis of the authorization of the General Meeting of 5 May 2010 are exercised, or that conversion obligations tied to such bonds are fulfilled. 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). Together with other treasury shares that are held by ­Allianz 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 exclusion of the shareholders’ subscription rights, for any legally admissible purposes, and in par- ticular those specified in the authorization. Furthermore, the acqui- sition of treasury shares under this authorization may also be carried out using derivatives such as put options, call options, forward pur- chases or a combination thereof, provided such derivatives do 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 purposes (§ 71 (1) No. 7 and (2) of the German Stock Corporation Act) under an authorization of the ­General ­Meeting valid until 4 May 2015. The total number of shares acquired thereunder, together with treasury shares held by ­Allianz 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. Essential agreements of ­Allianz SE with change of control clauses and compensation agreements providing for takeover scenarios The following essential agreements of the Company are subject to a change of control condition following a takeover bid: −− Our reinsurance contracts, in principle, include a provision under which both parties to the contract have an extraordinary termination right in the case where the other party to the contract merges or its ownership or control situation changes materially. Agreements with brokers regarding services connected with the purchase of reinsurance cover also provide for termination rights in case of a change of control. Such clauses are standard market practice. −− The exclusive bancassurance distribution agreement between ­Allianz and HSBC for life insurance products in Asia (China, Indo- nesia, Malaysia, Australia, Sri Lanka, Taiwan, Brunei, Philip- pines), includes a provision under which both parties have an extraordinary termination right in case there is a change of control of the other party’s ultimate holding company. −− The exclusive bancassurance distribution agreement between ­AllianzSEandHSBCforlifeinsuranceproductsinTurkeyincludes a provision under which both parties have an extraordinary ter- mination right in case there is a change of control of the other party’s ultimate holding company.

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