talanx group annual report 2011 en

280
Financial statements Notes
General information
Talanx Group. Annual Report 2011
Accounting principles
and policies
Segment reporting Consolidation,
business combinations
Non-current assets held for
sale and disposal groups
The amount payable to each entitled participant is the total value, calculated at the time of disbursement,
of the share awards for which the four-year waiting period has expired. This amount is
paid by bank transfer in the month following the end of the period designated for calculation of the
value per share as described in the previous paragraphs. Any withholding taxes and social security
contributions will be deducted.
Together with payment of the value of the share awards, an amount equal to the dividend – if
dividends are distributed to shareholders – is paid. The amount of the dividend is the sum of all
dividends paid per share during the term of the share awards multiplied by the number of share
awards paid out to each entitled participant at the time of disbursement. If the share awards are
paid out ahead of time, only the value of the dividends for the period up to occurrence of the event
triggering the early pay-out will be paid. No proportionate share in any dividends not yet distributed
will be taken into account.
If the entitled participant’s period of office as member of the Board or employment contract ends,
the participant remains entitled to payment of the value of any share awards already granted at the
time of expiry of the respective waiting period, unless membership of the Board or the employment
contract is terminated (i) by resignation of the participant with the exception of resignation of the
Board member for good cause, (ii) by the participant’s declining to except an offer of extension on
the same or better terms (except if the Board member is at least 60 years old and has served two
terms of office on the Board of the company concerned), (iii) by extraordinary termination of the
participant’s contract without notice for good cause, or (iv) by dismissal for good cause within the
meaning of Art. § 84 Para. 3 AktG (German Stock Corporation Act) (exception: withdrawal of confidence).
In the event of death of the participant, entitlement to share awards already allocated or still
to be allocated passes to the heirs.
Allocation of share awards after the participant has left the company is ruled out, except if the
participant has left the company due to non-reappointment, retirement or death, and then only in
respect of entitlements to variable remuneration earned by the participant in the last year – or part
thereof – of activity on behalf of the company.
If during the validity of the share award scheme the share capital changes or any corporate restructuring
directly affects the share capital or (e.g. via a stock split or consolidation) the total number of
shares issued (“structural measures”) such as to bring about a (positive or negative) change in the
value of the share awards by 10% or more on aggregate, the method for calculating the value of the
individual share awards or the number of share awards will be adapted accordingly to balance out
any change in the value of the share awards due to the structural measure.
This adjustment will be done by the Supervisory Board of Talanx AG for the Talanx share awards
and by the Supervisory Board of Hannover Rückversicherung AG for the Hannover Re share awards
such that the overall value of the allocated share awards immediately after the structural measure
corresponds as closely as possible to the overall value of the share awards immediately prior to the
structural measure.