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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 41 Below we discuss the 2013 remuneration results and the link to per­ formance against targets for all key remuneration elements and the total remuneration of each member of the Board of Management. −− Base salary:  Base salaries for 2013 were maintained at their existing levels. −− Annual bonus: The 2013 target achievement for the Group, the business division/corporate functions and the qualitative per­ formance was on average assessed at 134 % and ranged between 128 % and 143 %. Consequently, total annual bonus awards ranged between 128 % and 143 % of the target with an average bonus award of 134 % of the target. This represents 83 % of the maximum payout. −− MTB 2013 – 15:  An accrual mirroring the annual bonus was made. −− Equity-related remuneration:  In accordance with the approach described earlier, a number of RSUs were granted to each Board member in March 2014 which will vest in 2017 and be distributed/ settledin2018.Atthetimeofgrant,eachawardhadthesamevalue as the award for the 2013 annual bonus. Grants, outstanding holdings and equity compensation expense under the ­Allianz Equity program1 RSU 2 SAR 3 Equity Compensation Expense 2013 € thou4Board members Number of RSU granted on 3/13/20142 Number of RSU held at 12/31/2013 Number of SAR held at 12/31/2013 Strike Price Range € Michael Diekmann (Chairman) 15,479 64,070 53,879 87.36 – 160.13 3,628 Oliver Bäte 9,816 39,799 22,642 87.36 – 117.38 2,215 Manuel Bauer 9,076 23,935 12,789 87.36 – 160.13 1,225 Gary Bhojwani 5 9,135 41,360 21,028 87.36 – 160.13 2,115 Clement Booth 9,250 39,748 36,075 87.36 – 160.13 2,353 Dr. Helga Jung 8,848 17,830 8,117 87.36 – 160.13 917 Dr. Christof Mascher 8,798 35,972 18,616 87.36 – 160.13 2,151 Jay Ralph 9,277 38,566 16,493 87.36 – 117.38 2,442 Dr. Dieter Wemmer 9,576 11,135 – 104.65 488 Dr. Werner Zedelius 8,913 44,708 39,414 87.36 – 160.13 3,394 Dr. Maximilian Zimmerer  9,048 24,787 16,780 87.36 – 160.13 1,621 Total 107,216 381,910 245,833 – 22,549 1 The equity-related remuneration that applied before 2010 consisted of two vehicles, virtual stock awards known as RSUs and virtual stock options known as “Stock Appreciation Rights” (SAR). Only RSUs have been awarded as of 2010. The remuneration system valid until December 2009 is disclosed in the Annual Report 2009 (starting on page 17). 2 The relevant share price used to determine the final number of RSUs granted is only available after sign-off by the external auditors, thus numbers are based on a best estimate as well as the maximum amount distributed after the RSU portion has vested. As disclosed in the Annual Report 2012, the equity-related grant in 2013 was made to participants as part of their 2012 remuneration. The disclosure in the Annual Report 2012 was based on a best estimate of the RSU grants. The actual grants, as of 7 March 2013, deviated from the estimated values and have to be disclosed accordingly. The actual RSU grants as of 7 March 2013 under the ­Allianz equity program are as follows: Michael Diekmann: 17,415, Oliver Bäte: 10,995, Manuel Bauer: 10,446, Gary Bhojwani: 9,573, Clement Booth: 10,760, Dr. Helga Jung: 9,958, Dr. Christof Mascher: 9,778, Jay Ralph: 10,962, Dr. Dieter Wemmer: 11,135, Dr. Werner Zedelius: 10,419, Dr. Maximilian Zimmerer: 8,302. 3 SARs are released to plan participants upon expiry of the vesting period, assuming all other exercise hurdles are met. For SARs granted until and including 2008, the vesting period was two years. For SARs granted from 2009, the vesting period is four years. SARs can be exercised on condition that the price of ­the ­Allianz SE stock is at least 20  % above the strike price at the time of grant. Additionally, the price of the ­Allianz SE stock must have exceeded the Dow Jones EURO STOXX Price Index (600) over a period of five consecutive trading days at least once during the plan period. 4 Grants of equity-related remuneration are accounted for as cash settled awards. The fair value of the granted RSUs and SARs is remeasured at each reporting date and accrued as a compensation expense proportionately over the vesting and service period. Upon vesting, any subsequent changes in the fair value of the unexercised SARs are also recognized as a compensation expense. 5 Gary Bhojwani’s RSU grant will be based on his annual bonus amount of € 942 Thou. The number of RSUs will be calculated in line with the process for other USD participants by application of the 2013 fourth quarter USD/€ exchange rate of 1.36138. −− Pensions:  Company contributions in the current plan are 27.98 % (2012: 28.35 %) of base salary, increasing to 34.98 % (2012: 35.44 %) after five years and to 41.98 % (2012: 42.53 %) after ten years service on the Board of Management. These are invested in a fund and have a minimum guaranteed interest rate of 2.75 % each year. If the net annual return of the AVK exceeds 2.75 % the full increase in value is credited in the same year. For members with pension rights in the frozen defined benefit plan, the above contribution rates are reduced by an amount equivalent to 19 % of the expected annual pension from that plan. The ­Allianz Group paid € 4 mn (2012: € 4 mn) to increase reserves for pensions and similar benefits for active members of the Board of Management. As of 31 December 2013, reserves for pen­ sions and similar benefits for active members of the Board of Management amounted to € 41 mn (2012: € 36 mn).

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