B _ Corporate Governance Under an authorization by the General Meeting on 9 May 2018, − Bilateral credit agreements in some cases provide for termination the Board of Management may, until 8 May 2023, buy back Allianz rights in the event of a change of control, mostly defined as the shares corresponding to up to 10 % of the lower of (i) the share capital acquisition of at least 30 % of the voting rights within the meaning at the moment of the shareholder resolution and (ii) the share capital of § 29 (2) of the German Takeover Act (“Wertpapiererwerbs- und at the moment of the buy-back, and to use those shares for other Übernahmegesetz – WpÜG”). Where such termination rights are purposes (§ 71 (1) No. 8 AktG). Together with other treasury shares that exercised, the respective credit lines have to be replaced by new are held by Allianz SE, or which are attributable to it under §§ 71a et credit lines under conditions then applicable. seq. AktG, such shares may not exceed 10 % of the share capital at any − Under the Allianz Equity Incentive Program, Restricted Stock Units time. The shares acquired pursuant to this authorization may be used, (RSUs) – i.e., virtual Allianz shares – are granted to senior under exclusion of the shareholders’ subscription rights, for any legally management of the Allianz Group worldwide as a stock-based admissible purposes, in particular those specified in the authorization. remuneration component. The conditions for these RSUs contain Furthermore, the acquisition of treasury shares under this change-of-control clauses, which apply when a majority of the authorization may also be carried out using derivatives, provided such voting share capital in Allianz SE is directly or indirectly acquired derivatives do not relate to more than 5 % of the share capital. by one or more third parties who do not belong to the Domestic or foreign banks that are majority-owned by Allianz SE Allianz Group, and which provide for an exception from the usual may buy and sell Allianz shares for trading purposes (§ 71 (1) No. 7 and vesting and exercise periods. In line with the relevant general (2) AktG) under an authorization of the General Meeting valid until conditions, the company will release the RSUs to plan participants 8 May 2023. The total number of shares acquired thereunder, together on the day of the change of control, without observing any vesting with treasury shares held by Allianz SE or attributable to it under period that would otherwise apply. The cash amount payable per §§ 71a et seq. AktG, shall at no time exceed 10 % of the share capital of RSU must equal or exceed the average market value of the Allianz Allianz SE. share and the price offered per Allianz share in a preceding tender offer. By providing for the non-application of the vesting period in the event of a change of control, the terms take into account the fact that the conditions influencing the share price are substantially different when there is a change of control. 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 clause under which both parties to the contract have an extraordinary termination right, if and when the counterparty merges with another entity 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. − Allianz SE is also party to various bancassurance distribution agreements for insurance products in various regions. These distribution agreements normally include a clause under which the parties have an extraordinary termination right in the event of a change of control of the other party’s ultimate holding company. − Shareholder agreements and joint ventures to which Allianz SE is a party often contain change-of-control clauses that provide, as the case may be, for the termination of the agreement, or for put or call rights that one party can exercise with regard to the joint venture or the target company, if there is a change of control of the other party. − The framework agreements between Allianz SE and the subsidiaries of various car manufacturers relating to the distribution of car insurance by the respective car manufacturers each include a clause under which each party has an extraordinary termination right in case there is a change of control of the other party. 26 Annual Report 2021 − Allianz Group