Creation of an Authorized Capital 2018/II, with exclusion of shareholders’ subscription rights

§ 2 (4) of the Statutes of Allianz SE provides for an authorized capital for the issue of employee shares (Authorized Capital 2014/II). Authorized Capital 2014/II, amounting to EUR 15,000,000, was created by the General Meeting on May 7, 2014. After partial utilization, it now amounts to EUR 13,720,000. The Authorized Capital 2014/II is valid up until May 6, 2019.

The Management Board and the Supervisory Board propose to the Annual General Meeting that a new Authorized Capital 2018/II amounting to EUR 15,000,000 be created against cash contributions. The Authorized Capital 2014/II shall be cancelled as soon as the new Authorized Capital 2018/II becomes effective.

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

New shares from the use of the Authorized Capital 2018/II may only be issued to employees of Allianz SE or its Group Companies. 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. It also enables employees to participate in the long term development of Allianz SE. 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 shares to employees over the next several years, this authorized capital shall amount to EUR 15,000,000. The volume of this authorization has been determined by taking into account the number of employees entitled to participate and the term of the authorization. In the previous years, the option to offer shares to employees of Allianz Group has regularly been exercised.

To be able to offer shares from authorized capital to employees, it is necessary to exclude shareholders’ subscription rights. The Board of Management assesses the exclusion of shareholders’ subscription rights for the purpose of issuing shares to employees of Allianz SE or its Group Companies to be factually justifiable and reasonable, taking into account the possible dilution resulting from it.

New shares will be issued on the basis of the market price of the Allianz shares with customary discounts. The Board of Management may link the issuance of shares to employees to additional prerequisites, e. g. a minimum holding period.

The employee shares will be issued against cash. The new shares may also be issued via a credit institution or another business entity fulfilling the requirements of § 186 (5) sentence 1 AktG (entities according to § 53 (1) sentence 1 or § 53b (1) sentence 1 or (7) of the German Banking Act).

The Management Board will report on the extent to which it has made use of the Authorized Capital 2018/II at the respective next General Meeting following such use.