B _ Corporate Governance Remuneration adjustment Transition payment The Supervisory Board is also entitled to take appropriate account of Board members appointed before 1 January 2010 are eligible for a extraordinary unforeseeable developments when determining the transition payment after leaving the Board of Management. The amount of the variable remuneration components. This rule takes up transition payment comprises an amount corresponding to the most a recommendation of the German Corporate Governance Code and recent base salary (paid for a period of six months), plus a one-time allows for the adjustment of the remuneration in rare unforeseeable payment of 25 % of the target variable remuneration at notice date. exceptional cases. Where an Allianz pension is due at the same time, such pension is Conceivable cases of application include, for example, significant deducted from the monthly transition payments. In the event of a changes in accounting rules, or in the tax or regulatory framework, as contractually agreed non-compete clause, the remittance of the well as catastrophic events not yet known at the time of target setting. transitional payment will be offset against the payment resulting from The application of this rule may also lead to a reduction in the variable the non-compete clause. remuneration. The Supervisory Board may also adjust the target remuneration Miscellaneous of the members of the Board of Management, insofar as this is appropriate to ensure that the remuneration of the Chairperson of the Internal and external board appointments Board of Management or a regular member of the Board of When a member of the Board of Management simultaneously holds Management is appropriate with regard to their duties and an appointment at another company within the Allianz Group or their performance. In doing so, it shall take into account the comparison of joint ventures with outside partners, the full amount of the respective the Board of Management remuneration horizontally and vertically. remuneration is transferred to Allianz SE. The aim of this rule is to moderately adjust Board of Management In recognition of related benefits to the organization, and subject remuneration on the basis of horizontal and vertical salary trends, and to prior approval by the Supervisory Board of Allianz SE, board thus to avoid major salary increases. members are also allowed to accept a limited number of non- It does not constitute an automatic adjustment, but requires a executive supervisory roles at appropriate external organizations. In justified decision by the Supervisory Board in each case. Such a these cases, 50 % of the remuneration received is paid to Allianz SE. moderate adjustment of the target remuneration does not in itself The respective board member will retain the full remuneration for represent a significant change to the remuneration system. These that position only if the Allianz SE Supervisory Board classifies the adjustments or deviations must be justified in detail in the respective appointment as a personal one (ad personam). Any remuneration remuneration report for the financial year. The remuneration report is paid by external organizations will be itemized in those organizations’ prepared in accordance with ARUG II and submitted to the Annual annual reports; its level will be determined by the governing body of General Meeting for approval. the relevant organization. In the financial year 2021, the Supervisory Board did not make use of the option to adjust the remuneration. Termination of service Board of Management contracts are limited to a period of five years. For new appointments, a shorter period of up to three years is provided based on the recommendation by the German Corporate Governance Code. Severance payment cap Payments for early termination to board members with a remaining term of contract of more than two years are capped at twice the annual compensation, consisting of the last financial year’s base salary and 100 % of the variable target compensation. If the remaining term of contract is less than two years, the payment is pro-rated for the remaining term of the contract. Contracts do not contain provisions for any other cases of early termination of Board of Management service. In the event of a contractually agreed non-compete clause, a severance payment is offset against compensation resulting from the non-compete clause in case of premature termination of service. Annual Report 2021 − Allianz Group 31