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Agenda to the Annual General Meeting of Allianz SE that took place on April 29, 2009 at the Olympiahalle in the Olympiapark, Coubertinplatz, 80809 Munich, Germany.

This is a translation of the Invitation to and Agenda of the Annual General Meeting of Allianz SE. Only the German version of the Invitation and Agenda is decisive. This translation is provided to shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Allianz SE assumes no liability with respect thereto.

Agenda and Invitation (PDF, 228 KB)

Item 1: Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of and for the fiscal year ended December 31, 2008, and of the Management Reports for Allianz SE and for the Group, the Explanatory Report on the information pursuant to § 289 (4), § 315 (4) of the German Commercial Code (Handelsgesetzbuch) as well as the Report of the Supervisory Board for the fiscal year 2008

The documents mentioned above are available for inspection on the Internet at www.allianz.com/agm-service and in the premises at the registered office of the Company, Koeniginstrasse 28, 80802 Munich, Germany. Copies will be sent to shareholders upon request.

Item 2: Appropriation of net earnings

The Management Board and the Supervisory Board propose that the available net earnings (Bilanzgewinn) of Allianz SE of EUR 1,585,675,000 for the fiscal year 2008 be appropriated as follows:

Distribution of a dividend of EUR 3.50 per no-par share entitled to a dividend: EUR 1,585,675,000

To the extent the Company holds treasury shares on the day of the Annual General Meeting, that are not entitled to dividends pursuant to § 71 b of the German Stock Corporation Act (Aktiengesetz, AktG), the amount attributable to such shares shall be carried forward to new account.

Item 3: Approval of the actions of the members of the Management Board

The Management Board and the Supervisory Board propose that the actions in fiscal year 2008 of the members of the Management Board of Allianz SE that held office in the fiscal year 2008 be approved.

Item 4: Approval of the actions of the members of the Supervisory Board

The Management Board and the Supervisory Board propose that the actions in fiscal year 2008 of the members of the Supervisory Board of Allianz SE that held office in the fiscal year 2008 be approved.

Item 5: By-election to the Supervisory Board

Through the decision of the Amtsgericht München (Munich Local Court), Mr. Karl Grimm has been appointed a member of the Supervisory Board of Allianz SE, as the employee representative instead of Ms. Claudia Eggert-Lehmann, who is no longer a member of the Supervisory Board, until the end of the Annual General Meeting on April 29, 2009.

In accordance with Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (referred to hereinafter as the SE Regulation), § 17 SE Implementation Act (SE-Ausführungsgesetz), § 21 (3) SE Participation Act (SE-Beteiligungsgesetz, SEBG), Part B of the Agreement on the Participation of Employees in Allianz SE of 20 September 2006 (in the following called: Employee Participation Agreement), § 6.1 of the Statutes of Allianz SE, the Supervisory Board is made up of twelve members who are appointed by the General Meeting. Out of those twelve members, under Part B Fig. 2 of the Employee Participation Agreement, § 6.1 sentence 2 of the Company's Statutes, six members are to be appointed at the proposal of the employees. Under § 6.1 sentence 3 of the Company's Statutes, § 36 (4) sentence 2 SEBG, the General Meeting is bound by the employees' proposals for the appointment of the employee representatives.

Under § 21 (3) SEBG, and Part B Fig. 3.2, 3.3, 4 of the Employee Participation Agreement, a employee representative for Germany is to be elected as the successor to Ms. Eggert-Lehmann. The employees submit the following proposal for the employee representative to be appointed by the General Meeting:

Mr. Karl Grimm, born 2.3.1948 in Memmingen, Qualified bank clerk, organization programmer, employee of Allianz Deutschland AG, Munich, Germany, Chairman of the Works Council Allianz Deutschland AG / Allianz Versicherungs-AG / Allianz Private Krankenversicherungs-AG Munich Headquarters, offices at Koeniginstrasse 28, 80802 Munich, Germany, resident in 84453 Muehldorf, Germany

is appointed a member of the Supervisory Board of Allianz SE for a period of office until the end of the General Meeting formally approving the actions for the 2011 fiscal year of Allianz SE, such period not to exceed six years.

Item 6: Authorization to acquire treasury shares for trading purposes

The authorization to acquire treasury shares for trading purposes according to § 71 (1) no. 7 of the 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 Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) Domestic or foreign credit institutions, within the meaning of § 71 (1) no. 7 of the German Stock Corporation Act, that are majority-owned by Allianz SE, shall be authorized to buy and sell shares of the Company for trading purposes. The total number of shares acquired, together with other treasury shares held by the Company (or that the Company is deemed to hold according to §§ 71a et seq. of the German Stock Corporation Act), shall at no time exceed 10% of the share capital.

b) Based on this resolution, shares shall be acquired only if the consideration paid per share does not exceed by more than 10%, and does not fall short of by more than 10%, the average of the share prices (closing price in the Xetra-trading system or any comparable succeeding system) of Allianz SE during the three trading days preceding the acquisition of the shares.

c) The trading position in shares acquired for this purpose shall not, at the end of any day, exceed 5% of the share capital of Allianz SE.

d) This authorization shall be effective until October 28, 2010. The currently existing authorization to acquire treasury shares for trading purposes, adopted by the Annual General Meeting on May 21, 2008, and expiring on November 20, 2009, shall be cancelled upon the new authorization becoming effective.

Item 7: Authorization to acquire and utilize treasury shares for other purposes

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.

Item 8: Authorization to use derivatives in connection with the acquisition of treasury shares pursuant to § 71 (1) no. 8 of the German Stock Corporation Act (Aktiengesetz)

In addition to the authorization to be resolved under agenda item 7 to acquire treasury shares pursuant to § 71 (1) no. 8 German Stock Corporation Act the Company shall also be authorized to acquire treasury shares using derivatives.

The Management Board and the Supervisory Board propose that the following resolution be adopted:

a) In addition to the authorization resolved by the General Meeting on April 29, 2009 under agenda item 7, the acquisition of treasury shares may pursuant to said authorization also be carried out by (1) selling options whereby the Company takes on the obligation to acquire shares in Allianz SE upon the exercise ("put options"), (2) purchasing options that entitle the Company to acquire shares in Allianz SE upon the exercise ("call options"), or (3) a combination of put and call options (in the following "options").

b) All put options sold and call options purchased under this authorization must not exceed a total of 5% of the current share capital of the Company. The term of the options must end on October 28, 2010, at the latest, and must be chosen in such way that the acquisition of Allianz shares upon the exercise of the options will take place no later than October 28, 2010.

c) The terms and conditions of the options shall ensure that the shares to be delivered to the Company upon exercise of the options have previously been acquired in keeping with the legal principle of equal treatment via the stock exchange at the share price in the Xetra-trading system (or any comparable succeeding system) effective at the time the shares were acquired.

d) The price stipulated in the option for the acquisition of one share (excluding incidental costs) in case the option is exercised (exercise price) shall not exceed by more than 10%, and not fall short of by more than 10%, the opening auction price in the Xetra-trading system (or any comparable succeeding system) on the day the option contract is concluded. The acquisition price paid by the Company for options shall not materially exceed, the sale price received by the Company for options shall not materially fall short of, the theoretical market value of the respective options determined in accordance with recognized principles of financial mathematics, the calculation of such market value taking into account inter alia the agreed exercise price.

e) If treasury shares are acquired using options in accordance with the above rules, the right of shareholders to conclude such option contracts with the Company is excluded, applying mutatis mutandis § 186 (3) sentence 4 German Stock Corporation Act. Shareholders shall have a right to tender their shares in the Company only insofar as the Company is obligated vis-à-vis the respective shareholder to purchase shares under the option terms and conditions. Any further right to tender is excluded.

f) For the use of treasury shares acquired using options the rules resolved by the General Meeting on April 29, 2009 under agenda item 7 lit. d) to g) shall apply mutatis mutandis.

Item 9: Amendment to the Statutes in accordance with § 67 German Stock Corporation Act (Aktiengesetz)

The shares issued by Allianz SE are registered shares. In principle, in accordance with § 67 (1) sentence 1 German Stock Corporation Act, they are to be entered in the share register with the name of the holder stated. To some extent, however, banks and intermediaries are registered in their own name for shares that do not belong to the bank or intermediary (so called nominees). This makes communication with
shareholders and the exercise of their shareholder rights difficult. For instance, all shareholders entered in the share register receive the invitation to General Meetings directly by regular mail or E-mail and may use the Online Service for General Meetings.

Under § 67 German Stock Corporation Act as amended in August 2008 by the German Risk Limitation Act (Risikobegrenzungsgesetz), the statutes may contain requirements for the permissibility of so called nominee registrations. A provision to this effect in the Statutes of Allianz SE is to improve the transparency in the Company's share register.

The registration of nominee shareholdings will not become generally impermissible as a result. Rather, adequate thresholds for the permissibility of registrations in one's own name for shares that are owned by someone else will be introduced. Small investors will not be burdened by the new provision because it only applies to shareholdings exceeding 0.2% of the share capital. Based on the current share
capital of the Company this corresponds to more than 900,000 shares. The maximum limit for the registration of nominee shareholdings is to be set at 3% of the share capital per nominee. Shareholdings held by investment funds that are directly entered in the share register will not be affected by the proposed provision in the Statutes as they are registered as own shareholdings (Eigenbesitz).

The communication of the required information by the participating credit institutions will be effected against reimbursement of the necessary costs by the Company.

A transitional provision regarding the coming into force of the new rules will ensure that all market participants have sufficient time to adapt to them.

The Management Board and Supervisory Board therefore propose the following resolution:

A new § 3a is added to the Statutes as follows:

"§ 3a 

The registration in the share register for shares belonging to someone else in one's own name is permissible under the following conditions:

a) without further ado in the event of a registration of up to 0.2% of the share capital according to the statutes per registered party;

b) a registration of more than 0.2% of the share capital according to the statutes, up to and including 3% of the share capital according to the statutes per registered party is permissible for the part of the shares exceeding 0.2% of the share capital according to the statutes only, insofar as the data according to § 67 (1) sentence 1 German Stock Corporation Act are disclosed to the Company for those persons for whom the registered party holds each more than 0.2% of the share capital according to the statutes;

c) a registration shall only be permissible up to a maximum limit of 3% of the share capital according to the statutes per registered party.

The Company's rights under § 2.2 of these Statutes shall remain unaffected. The provisions of this § 3a shall come into force on January 1, 2010 and shall also be applied to existing entries from this date onward."

Item 10: Other amendments to the Statutes

a) Cancellation of provisions regarding the first Supervisory Board

The provisions of §§ 6.2 and 6.3 of the Statutes of Allianz SE concerning the first Supervisory Board of Allianz SE, whose tenure expired at the closure of the Annual General Meeting of Allianz SE on 2 May 2007, have become irrelevant. The reference to §§ 6.2 and 6.3 of the Statutes in § 7.1 sentence 1 of the Statutes has also become irrelevant.

The Management Board and Supervisory Board therefore propose the
following resolution:

§§ 6.2 and 6.3 of the Statutes are deleted. § 6.1 of the Statutes becomes § 6 of the Statutes. § 7.1 sentence 1 of the Statutes is reworded as follows:

"The members of the Supervisory Board shall be appointed by the General Meeting for a period until the end of the General Meeting approving discharge for the fourth financial year after the start of the tenure, the financial year in which the tenure starts being excluded, and for no longer than six years."

§ 7.1 sentence 1 of the Statutes currently reads as follows:

"The members of the Supervisory Board shall be appointed by the General Meeting subject to §§ 6.2 and 6.3 for a period until the end of the General Meeting approving discharge for the fourth financial year after the start of the tenure, the financial year in which the tenure starts being excluded, and for no longer than six years."

b) Anticipatory resolutions on the planned Law on the Implementation of the Shareholder Rights Directive (Gesetz zur Umsetzung der
Aktionärsrechterichtlinie)

The Government draft of the Law on the Implementation of the Shareholder Rights Directive (ARUG), Bundestags Printed Matter 16/11642, inter alia proposes changes in the German Stock Corporation Act concerning the exercise of shareholder rights in the general meeting. In order to be able to use the extended options for participation and voting in the general meeting as of the next Annual General Meeting, an appropriate amendment of the Statutes shall be resolved in good time. In addition, the provision in the Statutes regarding the internet transmission of the general meeting shall be adapted to the planned provision of the ARUG in order to be able to further provide this possibility in future. However, the Management Board will only register the changes in the Statutes with the Commercial Register after the ARUG has come into force.

The Management Board and Supervisory Board therefore propose the following resolution:

(1) The following Paragraph 6 is added to § 12 of the Statutes:

"12.6 The Management Board can foresee that the shareholders may participate in the General Meeting without being present at its location and without an authorized representative and may exercise all or some of their rights either in whole or in part through electronic communication."

(2) The following Paragraph 7 is added to § 12 of the Statutes:
"12.7 The Management Board can foresee that shareholders may give their votes, without participating in the General Meeting, in writing or through electronic communication."

(3) § 13.2 of the Statutes is reworded as follows:

"13.2 The Management Board can allow the visual and sound transmission of the General Meeting."

Currently, § 13.2 of the Statutes reads as follows:

"13.2 If announced in the invitation to the General Meeting, the meeting's Chairperson may permit the audio-visual transmission of the General Meeting via electronic media in a manner to be specified by the Chairperson."

(4) The Management Board is instructed

  • to submit the change in Statutes in the above Fig. (1) for entry
    in the Commercial Register only if the provision of § 118 (1)
    sentence 2 German Stock Corporation Act,
  • to submit the change in Statutes in the above Fig. (2) for entry
    in the Commercial Register only if the provision of § 118 (2)
    German Stock Corporation Act and
  • to submit the change in Statutes in the above Fig. (3) for entry
    in the Commercial Register only if the provision of § 118 (4)
    German Stock Corporation Act

have come into force in the version of the Government draft of the ARUG, Bundestags Printed Matter 16/11642 dated January 21, 2009, without change.

Item 11: Approval of control and profit transfer agreement between Allianz SE and Allianz Shared Infrastructure Services SE

The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and Allianz Shared Infrastructure Services SE with its registered seat in Munich, Germany (formerly having the company name Atrium Siebzehnte Europäische VV SE) dated February 17, 2009 be approved.

The agreement has essentially the following content:

  • Allianz Shared Infrastructure Services SE makes the management of its
    company subject to Allianz SE. Allianz SE shall accordingly be entitled to
    issue instructions to the management board of Allianz Shared Infrastructure Services SE with regard to the management of the company. Allianz SE will exercise its right to issue instructions to Allianz Shared Infrastructure Services SE only by its Management Board.
  • Allianz Shared Infrastructure Services SE undertakes to transfer during the term of the agreement its entire profit to Allianz SE. Subject to creation or liquidation of reserves, the annual net income (Jahresüberschuss) which is generated without taking into account the transfer of profits, reduced by any loss carry forward from the preceding year, must be transferred.
  • Allianz Shared Infrastructure Services SE may, upon the approval of Allianz SE, establish retained earnings (Gewinnrücklagen) (§ 272 (3) German Commercial Code (Handelsgesetzbuch, HGB)) from the annual net income (Jahresüberschuss) only if and to the extent that this is permitted by German commercial law and economically justified under reasonable business judgment. Other retained earnings (andere Gewinnrücklagen) in accordance with § 272 (3) German Commercial Code that are established during the term of the control and profit transfer agreement must upon the request of Allianz SE be liquidated and offset against any annual net loss or transferred as profit. The transfer of amounts from the liquidation of other retained earnings (andere Gewinnrücklagen) established before commencement of the agreement is excluded.
  • Allianz SE is obliged under Art. 9 (1) lit. c) fig. ii) of the Council Regulation
    (EC) No 2157/2001 (SE Regulation) in connection with § 302 (1), (3) and (4) German Stock Corporation Act to compensate any annual net loss generated during the term of the agreement, to the extent that such loss is not compensated by transferring funds that had been placed during the term of the agreement into the other retained earnings (andere Gewinnrücklagen) established pursuant to § 272 (3) German Commercial Code.
  • The agreement shall take effect with its entry into the Commercial Register of Allianz Shared Infrastructure Services SE and shall apply retroactively for the period starting January 1, 2009. The control through the right to issue instructions shall in any case only be effective as from the entry of the agreement into the Commercial Register of Allianz Shared Infrastructure Services SE.
  • The agreement shall be concluded for a fixed term until the end of December 31, 2013 and shall after that renew with unchanged terms and conditions for one calendar year at a time, if it is not terminated by either party with six months’ advance notice before its expiry. The right to terminate the agreement without notice period for material cause remains unaffected. Allianz SE shall in particular be entitled to terminate for material cause if the shareholding of Allianz SE in Allianz Shared Infrastructure Services SE is disposed of in whole or in part or if Allianz SE no more directly holds the majority of the votes of the shares in Allianz Shared Infrastructure Services SE.

The general shareholders’ meeting of Allianz Shared Infrastructure Services SE has already approved the control and profit transfer agreement, and such approval has been notarized. The Supervisory Board of Allianz SE has approved the agreement on March 11, 2009.

At the time the agreement was concluded and the shareholders’ meeting of Allianz Shared Infrastructure Services SE and the Supervisory Board of Allianz SE resolved on the approval, Allianz SE was the sole shareholder of Allianz Shared Infrastructure Services SE. Therefore, Allianz SE has to pay neither compensation nor consideration to any outside shareholders.

The following documents are displayed for inspection by the shareholders in the premises at the registered office of Allianz SE, Investor Relations Department, Koeniginstrasse 28, 80802 Munich, Germany, as well as in the premises at the registered office of Allianz Shared Infrastructure Services SE, Koeniginstrasse 28, 80802 Munich, Germany:

  • the control and profit transfer agreement;
  • the joint report of the Management Board of Allianz SE and the management board of Allianz Shared Infrastructure Services SE;
  • the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
  • the Annual Financial Statement of Allianz Shared Infrastructure Services SE for the short fiscal year from April 24, 2008 until December 31, 2008 and the Annual Financial Statements of Allianz Shared Infrastructure Services GmbH (formerly AGIS Allianz Dresdner Informationssysteme GmbH), Munich, Germany, which as of January 1, 2008 (Verschmelzungsstichtag) was merged into Allianz Shared Infrastructure Services SE, for the fiscal years 2006 and 2007.

Upon request, each shareholder will promptly and free of charge be sent a copy of these documents. The documents are also available on the Internet (www.allianz.com/agm-service) and will also be displayed for inspection at the Annual General Meeting of Allianz SE.