By resolution pertaining to item 5 of the Agenda for the Extraordinary General Meeting on February 8, 2006, the Management Board was authorized, upon the approval of the Supervisory Board, to issue bonds carrying conversion or option rights for shares of the Company, on one or more occasions, on or before February 7, 2011, with a nominal value of up to EUR 10,000,000,000. To service these bonds carrying conversion or option rights, a Conditional Capital 2006 amounting to EUR 250,000,000 was created. This authorization has not been utilized up to the day on which the invitation to the Annual General Meeting on May 5, 2010 was published. Due to the expiry of the current authorization, a new authorization shall be created and the current authorization shall be cancelled. Accordingly, a new conditional capital shall be created (Conditional Capital 2010) and the Conditional Capital 2006 shall be cancelled due to the fact that the current authorization has not been utilized.
The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:
a) Authorization to issue bonds carrying conversion rights, bonds carrying option rights and convertible participation rights
aa) Nominal amount, term of authorization, number of shares
The Management Board of Allianz SE shall be authorized, upon the approval of the Supervisory Board, to issue bonds carrying conversion rights, bonds carrying option rights and/or convertible participation rights (hereafter jointly referred to as "the bonds") in bearer or registered form, once or several times on or before May 4, 2015, with a nominal amount of up to EUR 10,000,000,000 with or without definite maturity, and to grant the holders of the bonds conversion or option rights for the shares of the Company in a proportionate amount of the capital stock of up to EUR 250,000,000 according to the terms and conditions of the bonds. The bonds may also be issued against contributions in kind.
In addition to issues in Euros, the bonds may also be issued in the legal currency of an OECD country – limited to the appropriate equivalent amount in Euros. The bonds may also be issued by Group companies of the Company; in such case the Management Board shall be authorized to issue a guarantee in respect of the bonds on behalf of the Company and to grant the holders of such bonds conversion or option rights, as applicable, on shares of the Company.
bb) Granting of subscription rights, exclusion of subscription rights
Shareholders shall generally have a subscription right to acquire the bonds. The bonds may also be acquired by one or several financial institutions provided that such institutions commit to offer them for subscription to the shareholders. The Management Board shall, however, be authorized, upon the approval of the Supervisory Board, to exclude subscription rights of shareholders
- for fractional amounts;
- to the extent necessary to grant subscription rights to shares of the Company to holders of bonds carrying conversion or option rights or mandatory convertible bonds and/or convertible participation rights to such an extent as such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligations have been fulfilled;
- if the bonds are issued against payment in cash and the issue price is not significantly lower than the theoretical market value of the bonds as calculated using recognized finance-mathematical methods. This authorization to exclude subscription rights shall only apply, however, to bonds carrying rights to receive shares corresponding to a proportionate amount of the capital stock not exceeding 10% in the aggregate, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization. The sale of treasury shares shall be counted towards this limitation if the sale occurs during the term of this authorization and subscription rights are excluded pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act. In addition, shares issued during the term of this authorization from Authorized Capital shall be counted towards this limit provided that subscription rights are excluded pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act;
- if the bonds are issued against contributions in kind, provided that the value of the contribution in kind is appropriate in relation to the market value of the bonds as calculated pursuant to the preceding paragraph.
The sum total of shares which are to be issued in connection with bonds, which in accordance with this authorization had been issued subject to the exclusion of the subscription right, shall not exceed a proportionate amount of the capital stock of EUR 232,396,800 (equivalent to 20% of the current capital stock). Such shares shall count towards this limitation which were issued during the term of this authorization from the Authorized Capital 2010/I subject to exclusion of subscription rights.
cc) Conversion right, conversion obligation
If bonds carrying conversion rights are issued, the holders can convert their bonds into Company shares according to the terms and conditions of the bonds. The proportionate share in the capital stock of the shares to be issued upon conversion shall not exceed the nominal value of the convertible bond or the convertible participation right. The exchange ratio shall be calculated by dividing the nominal value of the bond by the fixed conversion price for one share of the Company. The exchange ratio may also be calculated by dividing the issue price of the bond, which may be lower than its nominal value, by the fixed conversion price for one share of the Company. The exchange ratio may be rounded up or down to a whole number; in addition, a cash premium may be provided for. Also it may be provided for that fractional amounts are to be combined and/or settled in cash. The terms and conditions of the bonds may also provide for a variable exchange ratio.
The terms and conditions of the bonds may also provide for a conversion obligation. In such case, the terms and conditions of the bonds may entitle the Company to settle in cash, either in part or in whole, any difference between the nominal value of the convertible bonds or the convertible participation right and the result obtained from multiplying the exchange ratio and a stock market price of the shares at the time of the mandatory exchange (such price to be more closely defined in the terms and conditions of the bonds). The stock market price, in accordance with the calculation described in the previous sentence, shall amount to at least 80% of the relevant stock market price per share for the lower conversion price limit, pursuant to lit. ee) below.
dd) Option right
If bonds carrying option rights are issued, one or more warrants shall be attached to each bond, entitling the bearer to purchase shares of the Company pursuant to the terms and conditions of the warrants to be more closely defined by the Management Board. The proportionate share in the capital stock of the shares to be issued per bond may not exceed the nominal value of the bond carrying option rights.
ee) Conversion/option price
The conversion or option price, as applicable, per share must be equal to either at least 80% of the average closing prices of shares of Allianz SE in the Xetra-trading system (or any comparable successor system) over the ten trading days in Frankfurt am Main preceding the day on which the Management Board resolves to issue the bonds or at least 80% of the average closing price of Allianz SE shares in Xetra-trading (or any comparable successor system) over the days on which the subscription rights are traded on the Frankfurt Stock Exchange, except the last two trading days of the subscription rights trading period.
Notwithstanding § 9 (1) of the German Stock Corporation Act, the terms and conditions of the bonds may contain anti-dilution clauses to provide protection during the conversion or option period against the Company raising its capital stock, issuing additional bonds carrying conversion or options rights or conversion participation rights or granting or guaranteeing further option rights without granting the holders of conversion or option rights the subscription rights to which they would be entitled if they exercised their conversion or option rights or if the conversion obligation were fulfilled. The terms and conditions may also provide for a value-preserving adjustment of the conversion or option price if the Company implements other measures that might result in a dilution of the value of the conversion or option rights. The proportionate share in the capital stock of the shares to be issued per bond may in no instance exceed the nominal value of the bond.
ff) Further structuring possibilities
The individual terms and conditions of the bonds may provide that treasury shares be granted in the case of a conversion or exercise of option rights. Moreover, the terms and conditions may provide for the Company not to grant to holders of conversion or option rights shares in the Company, but to pay the equivalent amount in cash. The terms and conditions of the bonds may also provide for a variable number of shares to be granted upon exercise of the option or conversion rights or upon fulfillment of the conversion obligations, as applicable; or the terms and conditions may provide for a variable exchange ratio, and/or for an adjustment of the option or conversion price during the term of the bonds within a range to be determined by the Management Board to reflect the performance of the share price or as a result of anti-dilution clauses.
gg) Authorization to stipulate further terms and conditions of the bonds
The Management Board shall be authorized to determine (on its own or, if applicable, in agreement with the administrative bodies of the Group companies issuing the bonds) additional details related to the issue of the bonds and the terms and conditions of the bonds, particularly with respect to interest rate, issue price, term and denomination, conversion or option price, and conversion or option period.
b) Conditional capital increase
The capital stock shall be conditionally increased by an amount of up to EUR 250,000,000 by issuing up to 97,656,250 new registered no-par value shares with entitlement to share in profits from the beginning of the financial year of their issue (Conditional Capital 2010). The conditional capital increase shall enable the issue of shares to the holders of bonds issued pursuant to the authorization referred to above, to the extent that such bonds have been issued against payment in cash.
The issue of the new shares shall be made on the basis of the conversion or option price determined pursuant to the authorization referred to above. The conditional capital increase shall be carried out only to the extent that conversion or option rights granted under bonds issued against cash are exercised or that conversion obligations of such bonds are fulfilled, and to such extent as the conversion or option rights or conversion obligations are not serviced through treasury shares, through shares from authorized capital or through other forms of fulfillment.
The Management Board shall be authorized to determine further details of the conditional capital increase.
c) Cancellation of the non-utilized authorization of February 8, 2006 and corresponding cancellation of Conditional Capital 2006
The authorization to issue bonds carrying conversion and/or option rights resolved by the Extraordinary General Meeting on February 8, 2006 under Agenda item 5 shall be cancelled. The Conditional Capital 2006 pursuant to § 2 (6) of the Statutes shall be cancelled accordingly. These cancellations will not become effective until the new authorization to issue bonds carrying conversion and/or option rights as well as convertible participation rights pursuant to the resolution under lit. a) as well as the new Conditional Capital 2010 pursuant to the resolution under lit. b) has come into force.
d) Amendment to the Statutes
aa) § 2 (6) of the Statutes (Conditional Capital 2006) shall be repealed due to the cancellation of the Conditional Capital 2006.
bb) In § 2 (5) of the Statutes the following rule shall be inserted for the Conditional Capital 2010:
"2.5 The capital stock is conditionally increased by up to EUR 250,000,000 by issuing up to 97,656,250 new registered no-par value shares with entitlement to share in profits from the beginning of the financial year of their issue (Conditional Capital 2010). The conditional capital increase shall be carried out only to the extent that conversion or option rights are exercised by holders of conversion or option rights attached to bonds which Allianz SE or its Group companies have issued against cash payments according to the resolution of the Annual General Meeting of May 5, 2010, or that conversion obligations under such bonds are fulfilled, and only insofar as the conversion or option rights or conversion obligations are not serviced through treasury shares, through shares from authorized capital or through other forms of fulfillment. The Management Board is authorized to determine further details of the conditional capital increase."
e) Registration with the commercial register, authorization to amend Statutes
To ensure that the cancellation of the current Conditional Capital 2006 does not become effective without being substituted by the new Conditional Capital 2010 pursuant to the above resolution, the Management Board shall be instructed to register the cancellation of the Conditional Capital 2006 with the commercial register in such a way that the cancellation is only entered if the new Conditional Capital 2010 is entered at the same time.
The Management Board shall be authorized to register the Conditional Capital 2010 in the commercial register independently from any other resolutions made by the Annual General Meeting.
The Supervisory Board shall be authorized to make adjustments to the wording of the Statutes in accordance with the respective issue of shares to be subscribed as well as any other amendments to the Statutes in connection therewith that merely concern the wording. The same applies in the event that the authorization to issue bonds has not been utilized upon expiry of the term of authorization as well as in the event that the Conditional Capital 2010 has not been utilized upon expiry of the deadlines for exercising conversion and option rights or for fulfilling conversion obligations.