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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 43 The sum of the total remuneration of the ­Board of Management for 2013, excluding the notional accruals of the MTB 2013 – 15, amounts to € 31 mn (2012 including the payment of the MTB 2010 – 12: € 53 mn 1). The corresponding amount, including pension service cost, equals € 35 mn (2012 including the payment of the MTB 2010 – 12: € 57 mn 1). LOANS TO MEMBERS OF THE BOARD OF MANAGEMENT As of 31 December 2013, there were no outstanding loans granted by ­Allianz Group companies to members of the Board of Management. TERMINATION OF SERVICE Board of Management contracts are limited to a period of five years. For new appointments, in compliance with the German Corporate Governance Code, a shorter period is typical. Arrangements for termination of service including retirement are as follows: 1. Board members who were appointed before 1 January 2010 – and who have served a term of at least five years – are eligible for a six- month transition payment after leaving the Board of Management. 2. Severance payments made to Board members in case of an early termination comply with the German Corporate Governance Code. 3. Special terms, also compliant with the German Corporate Gover­ nance Code, apply if service is terminated as a result of a “change of control”. This requires that a shareholder of ­Allianz SE, acting alone or together with other shareholders, holds more than 50 % of voting rights in ­Allianz SE. Termination as a result of a change of control occurs if within twelve months after a change of control a. the Management Board appointment is unilaterally revoked by the Supervisory Board, or b. the Board member resigned due to a substantial decrease in managerial responsibilities and without giving cause for termi­ nation, or c. a Management Board appointment is terminated by mutual agreement or if the mandate expires and is not renewed within two years of the change of control. Contracts do not contain provisions for any other cases of early ter­ mination from the Board of Management. 1 For joining or leaving members of the ­Allianz SE Board only the pro-rated MTB relating to their service as Board members is disclosed. Board members who were appointed before 1 January 2011 are eligible to use a company car for a period of twelve months after their retirement. Termination of Service – details of the payment arrangements Transition payment (appointment before 1 January 2010) Board members receiving a transition payment are subject to a six months non-compete clause. The payment is calculated based on the last base salary (paid for a period of six months) and 25 % of the target variable remuneration at the date when notice is given. A Board member with a base salary of € 700  Thou would receive a maximum of € 875  Thou. An ­Allianz pension, where immediately payable, is taken into account in adjusting transition payment amounts. Severance payment cap Payments to Board members for early termination with a remaining term of contract of more than two years are capped at two years’ com­ pensation: Whereby the annual compensation 1. is calculated on the basis of the previous year’s annual base ­salary plus 50 % of the target variable remuneration (for a Board member with a fixed base salary of € 700  Thou the annual com­ pensation would amount to € 1,750  Thou; hence he/she would receive a maximum severance payment of € 3,500 Thou); and 2. shall not exceed the latest year’s actual total compensation. In case the remaining term of contract is less than two years the pay­ ment is pro-rated according to the remaining term of the contract. Change of Control In case of early termination as a result of a change of control, sever­ ance payments made to Board members generally amount to a three years’ compensation (annual compensation as defined above) and shallnot exceed 150 %oftheseverancepayment cap (a Boardmember with a base salary of € 700  Thou would receive a maximum of € 5,250 Thou). Consequently, the payout is less than two years’ total remuneration at target (which would be € 5,600 Thou). Miscellaneous Internal and external Board appointments When a member of the Board of Management holds an appointment in another company within the ­Allianz Group, the full remuneration amount is transferred to ­Allianz SE. In recognition of the benefits to the organization, Board of Management members are supported if

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