The authorization to acquire treasury shares according to § 71 (1) no. 8 German Stock Corporation Act, adopted by the Annual General Meeting on May 21, 2008, expires on November 20, 2009. This authorization shall therefore be renewed. The proposed resolution sets forth the possibilities of the Company both with regard to the modalities of the acquisition of treasury shares and their subsequent use.
The Management Board and the Supervisory Board propose that the following resolution be adopted:
a) Allianz SE shall be authorized to acquire treasury shares in an amount of up to 10% of the current share capital of Allianz SE; the total amount of treasury shares acquired, together with other treasury shares held by Allianz SE (or shares that the Company is deemed to hold according to §§ 71a et seq. German Stock Corporation Act) must at no time exceed 10% of the share capital. This authorization shall not be used for the purpose of trading in the Company's shares.
b) This authorization may be exercised in part or in whole and once or several times, to pursue one or several purposes by Allianz SE or by other companies controlled or majority-owned by Allianz SE or by third parties acting for the account of such companies or for the account of the Company, respectively. This authorization shall be effective until October 28, 2010. The authorization to acquire treasury shares for other purposes, granted at the Annual General Meeting of the Company on May 21, 2008, shall be cancelled upon coming into effect of this new authorization.
c) The acquisition may be carried out, at the discretion of the Management Board, (1) through a stock exchange, (2) through a public tender offer, or (3) through a public exchange offer for shares of a stock exchange-listed company within the meaning of § 3 (2) of the German Stock Corporation Act.
(1) If the shares are repurchased over a stock exchange, the purchase price per share (excluding incidental costs) shall not exceed by more than 10%, and not fall short of by more than 10%, the opening auction price on the respective trading day in the Xetra-trading system (or any comparable succeeding system).
(2) If the shares are repurchased through a public tender offer, the tender price per share or the high and low ends of the price range (without incidental costs) shall not exceed by more than 20%, and not fall short of by more than 20%, the closing price in the Xetra-trading system (or any comparable succeeding system) on the third trading day prior to the public announcement of the tender offer. If, after the publication of the public tender offer, material deviations in the relevant market price occur, the offer or invitation to tender shares can be adjusted. In such a case, the basis of any adjustment, if any, will be the stock exchange price on the third trading day prior to the public announcement of an adjustment.
The volume can be restricted. If the offer is over-subscribed, shares must be repurchased on a pro-rata basis to the respective tendered shares; insofar, the rights of shareholders to tender their shares prorata to their participation quota is excluded. Preferential acceptance may be provided for small lots of up to 100 tendered shares per shareholder. The public tender offer may stipulate additional conditions.
(3) If the shares are acquired through a public tender offer to exchange Allianz SE shares for shares of a stock exchange-listed company within the meaning of § 3 (2) German Stock Corporation Act ("exchange shares"), the exchange ratio may be stipulated or may be determined by way of an auction. Consideration in cash may supplement the delivery of exchange shares or may be used to settle fractional amounts. Irrespective of the procedure for the exchange, the exchange price per share or the relevant high and low ends of the exchange price range in form of one or more exchange shares and calculative fractional amounts, including any cash or fractional amounts (excluding incidental costs), shall not exceed by more than 20%, and not fall short of by more than 20 %, the relevant value per share in Allianz SE.
The relevant value of the shares of Allianz SE and of the exchange shares shall be determined based on the relevant closing price in the Xetra-trading system (or, if the respective shares are not traded in the Xetra-trading system, the trading system used in the particular market segment that is most similar to Xetra) on the third trading day prior to the public announcement of the exchange offer. If, after the public announcement of the public exchange offer, substantial deviations of the relevant prices occur, the offer can be adjusted. In such a case the basis of any adjustment, if any, will be the relevant prices on the third trading day prior to the public announcement of an adjustment.
The volume can be restricted. If the offer is oversubscribed, the shares will be repurchased on a pro-rata basis to the respective tendered shares; insofar, the right of shareholders to tender their shares pro-rata to their participation quota is excluded. Preferential acceptance may be provided for small lots of up to 100 tendered shares per shareholder. The exchange offer may stipulate additional conditions.
d) The Management Board shall be authorized to use shares of the Company repurchased on the basis of this authorization for any lawful purposes, including any of the following:
(1) The shares can be sold in ways other than on a stock exchange or through an offer to the shareholders if they are sold for cash at a price not substantially below the stock exchange price of shares of the Company at the time of the sale. This authorization is, however, subject to the requirement that the total number of shares sold under exclusion of subscription rights pursuant to § 186 (3) sentence 4 German Stock Corporation Act shall not exceed 10% of the share capital, neither at the time of this authorization becoming effective nor at the time of its exercise. All shares must be counted towards this limitation that are issued from authorized capital during the term of this authorization under exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act. Furthermore, shares issued or required to be issued to meet obligations arising from bonds carrying conversion or option rights or conversion obligations must also be counted towards this limitation, provided that these bonds were issued during the term of this authorization under exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act.
(2) The shares may be sold for contributions in kind, particularly in connection with the acquisition of companies or interests in companies.
(3) The shares may be utilized for placement of Company shares on foreign stock exchanges on which they are not yet admitted for trading. The initial offer price (excluding incidental costs) of these shares when being placed on additional stock exchanges may not be more than 5% below the closing price in the Xetra-trading system (or any comparable succeeding system) on the last trading day prior to the listing.
(4) The shares may be used to meet obligations under conversion or option rights which were granted by the Company or any of its Group companies in connection with bond issues, or to meet obligations arising from bonds carrying conversion obligations issued by the Company or any of its Group companies.
(5) The shares may, up to a maximum corresponding share capital amount of EUR 5,000,000, be offered for purchase, or transferred to, employees of Allianz SE or any of its Group companies.
(6) Up to 117,824 shares may also be used to fulfill the delivery obligations in the context of the stock option plan established in 2005 by the former RIUNIONE ADRIATICA DI SICURTÀ S.p.A. with corporate seat in Milan/Italy (in the following: RAS). This stock option plan had been adapted in the course of the merger of RAS into Allianz AG (now Allianz SE). The beneficiaries, upon effectiveness of the merger, had received in total up to 173,241 stock options for up to 173,241 Allianz SE shares at a price of EUR 93.99 per Allianz SE share, of which 117,824 options are still existent. The stock options can be exercised from February 1, 2008 through January 31, 2012. The exercise had been made subject to the condition that in the financial year 2005 RAS reached at least 80% of its planned targets in terms of both increase of value pursuant to the EVA®-concept (economic value added) as well as the annual net income under IAS. These conditions were met. Entitled for subscription under the outstanding options are former executive employees of the former RAS who were not members of the board of directors of RAS and who are now employed by Allianz S.p.A., Trieste, Italy, or its group companies or the Allianz Group company A.C.I.F. Allianz Compagnia Italiana Finanziamenti S.P.A., Trieste, Italy.
(7) The shares may be redeemed without an additional resolution by the General Meeting authorizing such redemption of shares or its implementation. The redemption will result in a capital decrease. Deviating from this, the Management Board may decide that the share capital shall remain unchanged by the redemption and that instead of that the redemption will increase the proportionate share of the remaining shares in the share capital pursuant to § 8 (3) German Stock Corporation Act. In this case, the Management Board shall be authorized to adjust the number of shares stated in the Statutes.
e) The authorizations under lit. d) shall also apply to the use of shares of the Company repurchased on the basis of earlier authorizations according to § 71 (1) no. 8 German Stock Corporation Act and to any shares repurchased by Group companies or in accordance with § 71d sentence 5 German Stock Corporation Act.
f) The authorizations under lit. d) may be exercised once or several times, in part or in whole, individually or jointly. The authorizations under lit. d), (1), (2), (4), (5) and (6) may also be exercised by companies controlled or majorityowned by Allianz SE or by third parties acting on the account of such companies or on the account of the Company.
g) The shareholders' subscription rights on these treasury shares shall be excluded insofar as these shares are used according to the above authorization under lit. d) (1) through (6). Furthermore, the Management Board shall be authorized, in the event of an offer to acquire treasury shares to shareholders, to grant holders of bonds carrying conversion or option rights or conversion obligations issued by the Company or its Group companies subscription rights on these shares to the extent they would be entitled thereto after having exercised the conversion or option right or after any conversion obligation has been fulfilled; to this extent, shareholders' subscription rights for these treasury shares shall be excluded.