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Agenda of the Annual General Meeting of Allianz SE, that took place on Wednesday, May 5, 2010 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 this document is legally binding on Allianz SE. 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, 437 KB)

Item 1: Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as at December 31, 2009, and of the Management Reports for Allianz SE and for the Group, the Explanatory Reports on the information pursuant to § 289 (4), § 315 (4) and § 289 (5) of the German Commercial Code (Handelsgesetzbuch) as well as the Report of the Supervisory Board for the fiscal year 2009

The documents are available for inspection on the Internet at www.allianz.com/agm. Copies will be sent to shareholders upon request. Moreover, these documents will be made available and explained at the Annual General Meeting. As stipulated by law, no resolution is planned for Agenda item 1, as the Supervisory Board has already approved the Annual Financial Statements of Allianz SE and the Consolidated Financial Statements of the Allianz Group.
 

Explanations on agenda item 1 pursuant to § 124a Sentence 1 No. 2 German Stock Corporation Act (PDF, 23 KB, only in German)
Documents on the Annual General Meeting 2010

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 1,860,990,000 for the fiscal year 2009 be appropriated as follows:

Distribution of a dividend of EUR 4.10 per no-par share entitled to a dividend: EUR 1,860,990,000

To the extent that the Company holds treasury shares on the day of the Annual General Meeting that are not entitled to dividends pursuant to § 71b of the German Stock Corporation Act (Aktiengesetz, AktG)1, the amount attributable to such shares shall be carried forward to new account.

1 The provisions of the German Stock Corporation Act apply to the Company pursuant to Art. 9 (1) lit c) ii), Art. 10 of the Council Regulation (EC) No. 2157/2001 dated October 8, 2001 on the Statute for a European company (SE) (hereinafter SE-Regulation or SE-VO), insofar as nothing else is stipulated in special rules of the SE-Regulation.

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 2009 of the members of the Management Board of Allianz SE that held office in the fiscal year 2009 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 2009 of the members of the Supervisory Board of Allianz SE that held office in the fiscal year 2009 be approved.

Item 5: By-election to the Supervisory Board

Through the decision of the Amtsgericht München (Munich Local Court), Mr. Peter Denis Sutherland has been appointed a member of the Supervisory Board of Allianz SE, as the shareholder representative to replace Dr. Franz B. Humer, who is no longer a member of the Supervisory Board, until the end of the Annual General Meeting on May 5, 2010.

Pursuant to 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 or SE-VO), § 17 SE Implementation Act (SE-Ausführungsgesetz) (SEAG), § 21 (3) SE Participation Act (SE-Beteiligungsgesetz, SEBG), Part B of the Agreement on the Participation of Employees in Allianz SE of September 20, 2006 (in the following called: Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board is made up of twelve members who are appointed by the Annual General Meeting. Out of those twelve members, under Part B Fig. 2 of the Employee Participation Agreement, § 6 sentence 2 of the Company's Statutes, six members are to be appointed at the proposal of the employees.

As the term of office of Mr. Peter Denis Sutherland’s appointment by court is limited to the end of the Annual General Meeting on May 5, 2010, a shareholder representative is to be elected to the Supervisory Board by the Annual General Meeting.

The Supervisory Board proposes that the following resolution be adopted:

Mr. Peter Denis Sutherland, residing in London, Great Britain, legal expert, former chairman (of Board of Directors) of BP p.l.c., London, Great Britain, chairman (of Board of Directors) of Goldman Sachs International based in London, Great Britain, will be appointed as a member of the Supervisory Board of Allianz SE for a term of office lasting until the end of the Annual General Meeting which resolves on the discharge for fiscal 2011, but for no longer than 3 years.

The Annual General Meeting is not bound by this nomination.
 

Information on Agenda item 5 (details regarding the candidate for election as shareholder representative to the Supervisory Board) (PDF, 167 KB)
Supervisory Board of Allianz SE

Item 6: Approval of the remuneration system for the Management Board members of Allianz SE

§ 120 (4) German Stock Corporation Act (AktG) in the version of the law on the Appropriateness of Management Board Compensation (Gesetz zur Angemessenheit der Vorstandsvergütung, VorstAG) which came into force on August 5, 2009 provides for the possibility that the Annual General Meeting resolves on the approval of the remuneration system for the Management Board members. The currently valid remuneration system for members of the Allianz SE Management Board is set out in the Remuneration Report which is accessible on the Internet as part of the Annual Report at www.allianz.com/agm-service.

The Management Board and the Supervisory Board propose that the currently valid remuneration system for the Allianz SE Management Board members be approved.

Remuneration Report 2009 of Allianz SE (Extract from the Allianz Group Annual Report) (PDF, 102 KB)
Remuneration of the Board of Management

Item 7: Creation of an Authorized Capital 2010/I, cancellation of the Authorized Capital 2006/I and corresponding amendment to the Statutes

The Authorized Capital 2006/I of Allianz SE (§ 2 (3) of the Statutes of Allianz SE) has been partially utilized and currently amounts to EUR 406,545,646.08 (originally EUR 450,000,000). The Authorized Capital 2006/I is still valid up to February 7, 2011. A new Authorized Capital amounting to EUR 550,000,000 shall therefore be created (Authorized Capital 2010/I). The Authorized Capital 2006/I shall be cancelled when the newly Authorized Capital 2010/I becomes effective.

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

a) The Management Board shall be authorized to increase the Company's capital stock once or several times on or before May 4, 2015, upon the approval of the Supervisory Board, by issuing new registered no-par value shares against contribution in cash and/or in kind by up to a total of EUR 550,000,000 (Authorized Capital 2010/I).

If the capital stock is increased against contributions in cash the shareholders are to be granted a subscription right. The shares shall be taken over by credit institutions along with the obligation that they shall be offered to shareholders for subscription. The Management Board shall be authorized, however, to exclude such shareholders' subscription right upon the approval of the Supervisory Board

  • for fractional amounts;
  • to the extent necessary to grant subscription rights to new shares to holders of bonds (including participation rights) issued by Allianz SE or its Group companies that carry conversion or option rights or a conversion obligation to the extent that such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligation had been fulfilled;
  • if the issue price of the new shares is not significantly below the stock market price and the aggregate number of shares issued under exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (AktG) does not exceed 10% of the capital stock, 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 provided that the sale occurs during the term of this authorization, subject to the exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (AktG). Furthermore, such shares shall count towards this limitation that were or must be issued to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued during the term of this authorization subject to exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act (AktG).

Furthermore, the Management Board shall be authorized, upon the approval of the Supervisory Board, to exclude shareholders' subscription rights in the case of a capital increase against contributions in kind.

The sum total of shares issued against contribution in cash and/or in kind in accordance with this authorization, 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 that were or must be issued, subject to the exclusion of the subscription right, to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued in exercise of the authorization set out in Agenda item 9 of the Annual General Meeting dated May 5, 2010.

The Management Board shall also be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of the share issue.

b) § 2 (3) of the Statutes shall be amended as follows:

"2.3 The Management Board is authorized to increase the Company's capital stock once or several times on or before May 4, 2015, upon the approval of the Supervisory Board, by issuing new registered no-par value shares against contribution in cash and/or in kind by up to a total of EUR 550,000,000 (Authorized Capital 2010/I).

If the capital stock is increased against contributions in cash the shareholders are to be granted a subscription right. The shares shall be taken over by credit institutions along with the obligation that they shall be offered to shareholders for subscription. The Management Board shall be authorized, however, to exclude such shareholders' subscription right upon the approval of the Supervisory Board

  • for fractional amounts;
  • to the extent necessary to grant subscription rights to new shares to holders of bonds (including participation rights) issued by Allianz SE or its Group companies that carry conversion or option rights or a conversion obligation to the extent that such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligation had been fulfilled;
  • if the issue price of the new shares is not significantly below the stock market price and the aggregate number of shares issued under exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (AktG) does not exceed 10% of the capital stock, 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 provided that the sale occurs during the term of this authorization, subject to the exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (AktG). Furthermore, such shares shall count towards this limitation that were or must be issued to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued during the term of this authorization subject to exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act (AktG).

Furthermore, the Management Board shall be authorized, upon the approval of the Supervisory Board, to exclude shareholders subscription' rights in the case of a capital increase against contributions in kind.

The sum total of shares issued against contribution in cash and/or in kind in accordance with this authorization, subject to the exclusion of the subscription right, shall not exceed a proportionate amount of the capital stock of EUR 232,396,800; such shares shall count towards this limitation that were or must be issued, subject to the exclusion of the subscription right, to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued in exercise of the authorization set out in Agenda item 9 of the Annual General Meeting dated May 5, 2010.

The Management Board shall also be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of the share issue."

c) The Authorized Capital 2006/I pursuant to § 2 (3) of the Statutes, adopted by the Extraordinary General Meeting on February 8, 2006 under items 1 and 3 of the Agenda, still existing in the amount of EUR 406,545,646.08, shall be cancelled upon effectiveness of the new Authorized Capital 2010/I.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2006/I with the commercial register (Handelsregister) in such a manner that the cancellation will only be entered into the commercial register if the new Authorized Capital 2010/I to be adopted pursuant to lit. a) and b) of this Agenda item will be registered at the same time. The Management Board shall be authorized to apply to have the Authorized Capital 2010/I registered in the commercial register independently from the other resolutions of the Annual General Meeting.
 

Report on Agenda Item 7
Current Issued Capital, Authorized and Conditional Capital of Allianz SE

Item 8: Creation of an Authorized Capital 2010/II for the issuance of shares to employees, cancellation of the Authorized Capital 2006/II and corresponding amendment to the Statutes

The Authorized Capital 2006/II of Allianz SE (§ 2 (4) of the Statutes of Allianz SE) created for the purpose of issuing shares to employees has been partially utilized and currently amounts to EUR 5,880,296.96 (originally EUR 15,000,000). The Authorized Capital 2006/II is still valid until February 7, 2011. A new Authorized Capital for the issue of shares to employees shall therefore be created (Authorized Capital 2010/II). The Authorized Capital 2006/II shall be cancelled when the newly Authorized Capital 2010/II becomes effective.

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

a) The Management Board shall be authorized to increase, upon the approval of the Supervisory Board, the capital stock of the Company once or several times on or before May 4, 2015, by up to a total of EUR 15,000,000 by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2010/II). The Management Board may, upon the approval of the Supervisory Board, exclude shareholders' subscription rights in order to issue the new shares to employees of Allianz SE and its Group companies. The Management Board shall further be authorized, upon the approval of the Supervisory Board, to exclude fractional amounts from the shareholders' subscription right.

The Management Board shall be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of their issue.

b) § 2 (4) of the Statutes shall be amended as follows:

"2.4 The Management Board is authorized to increase, upon the approval of the Supervisory Board, the capital stock of the Company once or several times on or before May 4, 2015, by up to a total of EUR 15,000,000 by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2010/II). The Management Board may, upon the approval of the Supervisory Board, exclude shareholders' subscription rights in order to issue the new shares to employees of Allianz SE and its Group companies. The Management Board shall further be authorized, upon the approval of the Supervisory Board, to exclude fractional amounts from the shareholders' subscription right.

The Management Board shall be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of their issue"

c) The Authorized Capital 2006/II pursuant to § 2 (4) of the Statutes, adopted by the Extraordinary General Meeting on February 8, 2006 under items 1 and 4 of the Agenda, still existing in the amount of EUR 5,880,296.96, shall be cancelled upon the effectiveness of the new Authorized Capital 2010/II.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2006/II with the commercial register in such a manner that the cancellation will only be entered into the commercial register if the new Authorized Capital 2010/II to be adopted pursuant to lit. a) and b) of this Agenda item will be registered at the same time. The Management Board shall be authorized to apply to have the Authorized Capital 2010/II registered in the commercial register independently from any other resolutions of the Annual General Meeting.

 

Report on Agenda Item 8
Current Issued Capital, Authorized and Conditional Capital of Allianz SE

Item 9: Approval of a new authorization to issue bonds carrying conversion and/or option rights as well as convertible participation rights, creation of a Conditional Capital 2010, cancellation of the current authorization to issue bonds carrying conversion and/or option rights, cancellation of the Conditional Capital 2006 and corresponding amendment to the Statutes

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.

 

Report on Agenda Item 9
Current Issued Capital, Authorized and Conditional Capital of Allianz SE

Item 10: Authorization to acquire treasury shares for trading purposes

The authorization to acquire treasury shares for trading purposes pursuant to § 71 (1) no. 7 of the German Stock Corporation Act, adopted by the Annual General Meeting on April 29, 2009, expires on October 28, 2010. This authorization shall therefore be renewed. The authorization is to be for a 5-year term in accordance with the possibility provided under the new law.

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 pursuant to §§ 71a et seq. of the German Stock Corporation Act), shall at no time exceed 10% of the capital stock.

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 successor system) of Allianz SE during the three trading days in Frankfurt am Main 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 capital stock of Allianz SE.

d) This authorization shall be effective until May 4, 2015. The currently existing authorization to acquire treasury shares for trading purposes, adopted by the Annual General Meeting on April 29, 2009, and expiring on October 28, 2010, shall be cancelled upon the new authorization becoming effective.

Item 11: Authorization to acquire and utilize treasury shares for other purposes

The authorization to acquire treasury shares pursuant to § 71 (1) no. 8 German Stock Corporation Act, adopted by the Annual General Meeting on April 29, 2009, expires on October 28, 2010. 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 term of the authorization shall be 5 years in accordance with the possibility provided under the new law.

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 capital stock 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 pursuant to §§ 71a et seq. German Stock Corporation Act) must at no time exceed 10% of the capital stock. 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. This authorization shall be effective until May 4, 2015. The authorization to acquire treasury shares for other purposes, granted at the Annual General Meeting of the Company on April 29, 2009, shall be cancelled upon this new authorization coming into effect.

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 trading day in Frankfurt am Main in the Xetra-trading system (or any comparable successor 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 10%, 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 in Frankfurt am Main 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 will be the stock exchange price on the third trading day in Frankfurt am Main 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 tendered shares; to this extent the rights 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 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 10%, 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 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 in Frankfurt am Main 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 will be the relevant prices on the third trading day in Frankfurt am Main 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; to this extent 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 capital stock, 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 (including participation rights) carrying conversion or option rights or conversion obligations must also be counted towards this limitation, provided that these bonds or participation rights 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 successor system) on the last trading day in Frankfurt am Main 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 (including participation rights), or to meet obligations arising from bonds carrying conversion obligations (or participation rights) issued by the Company or any of its Group companies.

(5) The shares may, up to a maximum corresponding capital stock 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 84,920 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 84,920 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. This condition was met. Entitled to subscription under the outstanding options are 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 capital stock shall remain unchanged by the redemption and that instead of that the redemption will increase the proportionate share of the remaining shares in the capital stock 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 pursuant to § 71 (1) no. 8 German Stock Corporation Act and to any shares repurchased by Group companies or pursuant to § 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 majority-owned 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 (or participation rights) 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.

Report on Agenda Item 11

Item 12: 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 11 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 Annual General Meeting on May 5, 2009 under Agenda item 11, 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 exercise ("put options"), (2) purchasing options that entitle the Company to acquire shares in Allianz SE upon exercise ("call options"), (3) concluding purchase agreements, in which there are more than two trading days between the conclusion of the agreement for purchasing Allianz SE shares and the fulfillment through the delivery of Allianz SE shares ("forward purchases") or (4) a combination of put and call options and forward purchases (all referred to in the following as "derivatives").

b) The total of put options sold, call options purchased and forward purchases concluded under this authorization may be in relation to a maximum number of shares which do not exceed a total of 5% of the current capital stock of the Company. The term of the individual derivatives is not permitted to exceed 18 months, must end on May 4, 2015, at the latest, and must be chosen in such a way that the acquisition of Allianz shares upon the exercise or fulfillment of the derivatives will take place no later than May 4, 2015.

c) The terms and conditions of the derivatives shall ensure that the shares to be delivered to the Company upon exercise or fulfillment of the derivatives 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 successor system) effective at the time the shares were acquired.

d) The price stipulated in the derivative for the acquisition of one share (excluding incidental costs) in case the options are exercised or the forward purchases are fulfilled 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 successor system) on the day the derivative contract is concluded. The acquisition price paid by the Company for options shall not materially exceed, and the selling price received by the Company for options shall not materially fall short of, the theoretical market value of the relevant options determined according to recognized principles of financial mathematics, the calculation of such market value taking into account inter alia the agreed exercise price. The forward rate agreed by the Company for forward purchases shall not materially exceed the theoretical forward rate determined according to recognized principles of financial mathematics, the calculation of which takes into account inter alia the current stock exchange price and the term of the forward purchase.

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

f) For the use of treasury shares acquired using derivatives the rules resolved by the Annual General Meeting on May 5, 2010 under Agenda item 11 lit. d) to g) shall apply with the appropriate changes.

Report on Agenda Item 12

Item 13: Approval of control and profit transfer agreement between Allianz SE and Allianz Common Applications and Services GmbH

The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and Allianz Common Applications and Services GmbH (in the following: "ACAS") with its registered seat in Munich, Germany dated July 28, 2009 be approved.

The agreement has essentially the following content:

  • ACAS makes the management of its company subject to Allianz SE. Allianz SE shall accordingly be entitled to issue instructions to the management of ACAS with regard to the management of the company. Allianz SE will exercise its right to issue instructions to ACAS only by its Management Board.
  • ACAS 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.
  • ACAS may, upon the approval of Allianz SE, establish appropriated retained earnings (Gewinnrücklagen) (§ 272 (3) of the German Commercial Code) 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 appropriated retained earnings (andere Gewinnrücklagen) pursuant to § 272 (3) of the 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 appropriated retained earnings (andere Gewinnrücklagen) established before commencement of the agreement is excluded.
  • Allianz SE is obliged under § 302 (1), (3) and (4) of the 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 appropriated retained earnings (andere Gewinnrücklagen) established pursuant to § 272 (3) of the German Commercial Code.
  • The agreement shall take effect with its entry into the commercial register of ACAS and shall apply retroactively for the period starting July 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 ACAS.
  • The agreement shall be concluded for a fixed term until the end of June 30, 2014 or, if the financial year of ACAS is changed to the calendar year, until the end of December 31, 2014, 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 at least 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 ACAS 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 ACAS.

The shareholders' meeting of ACAS 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 17, 2010.

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

The following documents are available on the Internet at www.allianz.com/agm-service:

  • the control and profit transfer agreement;
  • the joint report of the Management Board of Allianz SE and the management of ACAS;
  • the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
  • Financial Statements for the abbreviated financial year of Allianz Common Applications and Services GmbH as at June 30, 2009

Upon request, each shareholder will promptly and free of charge be sent a copy of these documents. The documents will also be displayed for inspection at the Annual General Meeting of Allianz SE.

Documents on Allianz Common Applications and Services GmbH

Item 14: Approval of control and profit transfer agreement between Allianz SE and AZ-Argos 45 Vermögensverwaltungsgesellschaft mbH

The Management Board and the Supervisory Board propose that the control and profit transfer agreement between Allianz SE and AZ-Argos 45 Vermögensverwaltungsgesellschaft mbH (in the following: "AZ-Argos 45") with its registered seat in Munich, Germany dated December 17, 2009 be approved.

The agreement has essentially the following content:

  • AZ-Argos 45 makes the management of its company subject to Allianz SE. Allianz SE shall accordingly be entitled to issue instructions to the management of AZ-Argos 45 with regard to the management of the company. Allianz SE will exercise its right to issue instructions to AZ-Argos 45 only by its Management Board.
  • AZ-Argos 45 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.
  • AZ-Argos 45 may, upon the approval of Allianz SE, establish appropriated retained earnings (Gewinnrücklagen) (§ 272 (3) of the German Commercial Code) 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 appropriated retained earnings (andere Gewinnrücklagen) pursuant to § 272 (3) of the 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 appropriated retained earnings (andere Gewinnrücklagen) established before commencement of the agreement is excluded.
  • Allianz SE is obliged under § 302 (1), (3) and (4) of the 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 appropriated retained earnings (andere Gewinnrücklagen) established pursuant to § 272 (3) of the German Commercial Code.
  • The agreement shall take effect with its entry into the commercial register of AZ-Argos 45 and shall apply retroactively for the period starting January 1, 2010. 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 AZ-Argos 45.
  • The agreement shall be concluded for a fixed term until the end of December 31, 2014 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 at least 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 AZ-Argos 45 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 AZ-Argos 45.

The shareholders' meeting of AZ-Argos 45 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 17, 2010.

At the time the agreement was concluded and the shareholders' meeting of AZ-Argos 45 and the Supervisory Board of Allianz SE resolved on the approval, Allianz SE was the sole shareholder of AZ-Argos 45. Therefore, Allianz SE has to pay neither compensation nor consideration to any outside shareholders.

The following documents are available on the Internet at www.allianz.com/agm-service:

  • the control and profit transfer agreement;
  • the joint report of the Management Board of Allianz SE and the management of AZ-Argos 45;
  • the Annual Financial Statements and Management Reports of Allianz SE for the past three fiscal years;
  • Financial Statements for the abbreviated financial year of AZ-Argos 45 Vermögensverwaltungsgesellschaft mbH as at December 31, 2007 as well as Annual Financial Statements of AZ-Argos 45 Vermögensverwaltungsgesellschaft mbH for fiscal 2008 and 2009.

Upon request, each shareholder will promptly and free of charge be sent a copy of these documents. The documents will also be displayed for inspection at the Annual General Meeting of Allianz SE.

Documents on AZ-Argos 45 Vermögensverwaltungsgesellschaft mbH