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Allianz Annual Report 2013

Annual Report 2013    Allianz Group36 −− The framework agreements between ­Allianz SE and the subsi­ diaries of various car manufacturers (FCE Bank plc, Volkswagen Financial Services AG, respectively) relating to the distribution of car insurance by the respective car manufacturers each includeaprovisionunderwhicheachpartyhasanextraordinary termination right in case there is a change of control of the other party. −− Bilateral credit agreements in some cases provide for termina- tion rights if there is a change of control, mostly defined as the acquisition of at least 30 % of the voting rights within the meaning of § 29 (2) of the German Takeover Act (“Wertpapiererwerbs- und Übernahmegesetz”, WpÜG). If such termination rights are exer- cised, the respective credit lines have to be replaced by new credit lines under conditions then applicable. The Company has entered into the following compensation agree- ments with members of the Board of Management and employees providing for the event of a takeover bid: A change of control clause in the service contracts of the mem- bers of ­Allianz SE’s Board of Management provides that, if within 12 months after the acquisition of more than 50 % of the Company’s share capital by one shareholder or several shareholders acting in concert (change of control), the appointment as a member of the Board of Management is revoked unilaterally by the Supervisory Board, or if the mandate is ended by mutual agreement, or if the Man- agement Board member resigns his or her office because the respon- sibilities as a Board member are significantly reduced through no fault of the Board member, he or she shall receive his or her contrac- tual remuneration for the remaining term of the service contract, but limited, for the purpose hereof, to three years, in the form of a one-off payment. The one-off payment is based on the fixed remuneration plus 50 % of the variable remuneration, however, this basis being lim- ited to the amount paid for the last fiscal year. To the extent that the remaining term of the service contract is less than three years, the one-off payment is generally increased in line with a term of three years. This applies accordingly if, within two years of a change of con- trol, a mandate in the Board of Management is coming to an end and is not extended; the one-off payment will then be granted for the period between the end of the mandate and the end of the three-year period after the change of control. For further details, please refer to the Remuneration Report starting on    page 37. Under the ­Allianz Sustained Performance Plan (ASPP), Restricted Stock Units (RSU) – i.e. virtual ­Allianz shares – are granted as a stock- based remuneration component to senior management of the ­Allianz Group worldwide. In addition, under the Group Equity Incen- tive (GEI) scheme, Stock Appreciation Rights (SAR) – i.e. virtual options on ­Allianz shares – were also granted until 2010. Some of these are still outstanding. The conditions for these RSU and SAR con- tain change of control clauses which apply if a majority of the voting share capital in ­Allianz SE is acquired, directly or indirectly, by one or more third parties which do not belong to the ­Allianz Group and which provide for an exception from the usual exercise periods. The RSU will be exercised, in line with their general conditions, by the Company for the relevant plan participants on the day of the change of control without observing any vesting period that would otherwise apply. The cash amount payable per RSU must be at least the price offered per ­Allianz share in a preceding tender offer. In case of a change of control as described above, SAR will be exercised, in line with their general conditions, by the Company for the relevant plan participants on the day of the change of control without observing any vesting period. By providing for the non-application of the block- ing period in the event of a change of control, the terms take into account the fact that the conditions under which the share price moves are very different when there is a change in control.

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