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At the Extraordinary General Meeting on Wednesday, Allianz shareholders approved the merger of Italian Allianz subsidiary RAS S.p.A into Allianz AG. With this, an important step has been made towards transforming the holding company into a European Company (SE). Allianz CEO Michael Diekmann welcomed the shareholders’ vote as an "Investment in Europe".
Allianz Group
Munich, Feb 8, 2006
By approving the merger plan, the shareholders opened the way for the conversion of Allianz AG to a European Company (SE). As soon as the merger has taken place, Allianz AG will become an SE. In its new legal form, the company will continue its policy of codetermination on a parity basis, while the Allianz Supervisory Board will be reduced from 20 to twelve members.

The shareholders approved the merger with a clear majority (99.90 percent). The Allianz Board and the RAS Supervisory Board had already approved the merger plan on December 15 and 16 respectively, and on February 3, RAS ordinary and preferential shareholders gave their approval.
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Allianz CEO Michael Diekmann: "For us, the merger is an investment in Europe"

"An investment in Europe"
Allianz CEO Michael Diekmann welcomed the positive vote. "For us, the merger is an investment in Europe. The lion's share of our sales and profits originates from our European markets, as do the majority of our customers, shareholders and employees. We want to use our new, simplified structures to fully exploit the considerable revenue and growth potential offered by this core market."

In approving the merger, the shareholders also approved an increase of Allianz AG capital stock. To implement the merger, the holding company can now raise its basic capital by up to 64.3 million euros. The increase will be effected by issuing Allianz shares up to 25.1 million euros. RAS shareholders will receive Allianz shares in exchange for their RAS shares at an exchange ratio of three Allianz shares for 19 RAS ordinary shares or 19 RAS preferential shares.
Clear majorities
In addition, a clear majority voted for the creation of a new authorized capital and the simultaneous cancellation of the current authorized capital. The General Meeting also approved authorization to acquire and utilize treasury shares for trading and other purposes with a majority of 98.95 percent and 97.22 percent respectively.

At the time of the announcement of the presence, a total of 172,543,126 no-par-value shares was represented in the Extraordinary General Meeting.

This corresponds to 42.49 percent of the capital stock.
As with all content published on this site, these statements are subject to our Forward Looking Statement disclaimer, provided on the right.


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