Creation of an Authorized Capital 2010/II

§ 2 (4) of the Statutes of Allianz SE provides for an authorized capital for the issue of employee shares (Authorized Capital 2006/II). Authorized Capital 2006/II, amounting to EUR 15,000,000, was created by the Extraordinary General Meeting on February 8, 2006. After partial utilization, it now amounts to EUR 5,880,296.96. Authorized Capital 2006/II is valid up until February 7, 2011.

The Management Board and the Supervisory Board therefore propose to the Annual General Meeting that a new Authorized Capital 2010/II amounting to EUR 15,000,000 be created against cash contributions. The Authorized Capital 2006/II shall be cancelled as soon as the new Authorized Capital 2010/II becomes effective.

The proposed authorization is intended to enable the Company to offer treasury shares to the employees of Allianz SE or its Group companies at preferential conditions without having to purchase those shares on the stock exchange.

Offering shares to employees is in the best interest of the Company and its shareholders, because it enhances employee identification with the Company and encourages them to take responsibility for the Company. Under the German Stock Corporation Act, shares required for this purpose may be issued from authorized capital. In order to have sufficient authorized capital for the issue of stock to employees over the next several years, this authorized capital shall amount to EUR 15,000,000. The scope of this authorization has been determined by taking into account the number of employees entitled to participate, the expected subscription results, and the term of the authorization. To be able to offer shares from authorized capital to employees, it is necessary to exclude shareholders' subscription rights. At the moment, it is not possible to state the issue price, because neither the date nor the amount of the respective use of the Authorized Capital has been fixed. Shares sold to employees may be offered with customary discounts. Furthermore, the Management Board may exclude fractional amounts from shareholders' subscription rights, upon the approval of the Supervisory Board, to facilitate the implementation of this capital increase. Employee shares that are not subscribed will be sold over the stock exchange.