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Agenda of the Annual General Meeting of Allianz SE, that took place on Wednesday, May 4, 2011 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, 483 KB)

Item 1: Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as at December 31, 2010, 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 (HGB), as well as the Report of the Supervisory Board for fiscal year 2010

The documents are available on the Internet at www.allianz.com/agm-service and will also 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, 10 KB, only in German)

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 2,045,250,000 for fiscal year 2010 be appropriated as follows:

Distribution of a dividend of EUR 4.50 per no-par share entitled to a dividend: EUR 2,045,250,000

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 (AktG)1, the amount attributable to such shares shall be carried forward to new account.


1 The provisions of the German Stock Corporation Act (Aktiengesetz) 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 2010 of the members of the Management Board of Allianz SE that held office in the fiscal year 2010 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 2010 of the members of the Supervisory Board of Allianz SE that held office in the fiscal year 2010 be approved.

Item 5: By-election to the Supervisory Board

Through the decision of the Amtsgericht München (Munich Local Court), Mr. Franz Heiß has been appointed a member of the Supervisory Board of Allianz SE, as the employee representative to replace Mr. Karl Grimm, who is no longer a member of the Supervisory Board, until the end of the Annual General Meeting on May 4, 2011.

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) (hereinafter: 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 (hereinafter: Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board comprises 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. Pursuant to § 6 sentence 3 of the Company's Statutes, § 36 (4) sentence 2 SEBG, the Annual General Meeting is bound by the proposals made by the employees on the appointment of the employee representatives.

Pursuant to § 21 (3) SEBG, Part B Fig. 3.2, 3.3, 4 of the Employee Participation Agreement, an employee representative for Germany is to be elected to succeed Mr. Grimm. The employees have made the following proposal for the employee representative to be appointed by the Annual General Meeting:

Mr. Franz Heiß, born 31.3.1950 in Ihrlerstein, Germany, resident in 93342 Saal, Germany, insurance employee, employee of Allianz Beratungs- und Vertriebs-AG, Regensburg, Chairman of the Works Council of Allianz Beratungs- und Vertriebs AG FD Regensburg, is to 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 approval of the actions for fiscal year 2011, but for no longer than two years.

Details regarding the candidate for election as employees' representative to the Supervisory Board (PDF, 15 KB)
Supervisory Board of Allianz SE

Item 6: Amendment to the Statutes on Supervisory Board remuneration

The current provisions set out in the Statutes on the remuneration of the Supervisory Board of Allianz SE (§ 11 of the Statutes) provide for a performance-based remuneration depending on earnings per share. The current provisions comply with a recommendation set out in the German Corporate Governance Code, which states that members of the Supervisory Board should receive both fixed and performance-based remuneration. The current Statutes are available on the Internet at www.allianz.com/agm-service and will also be displayed for inspection at the Annual General Meeting of Allianz SE.

In the future, the remuneration of the Supervisory Board shall be changed to a pure fixed remuneration. The Company believes that such remuneration structure is more suitable to the control function of the Supervisory Board irrespective of success of the Company. Furthermore, the committee remuneration shall be adjusted to the scope of responsibilities and actual workload.

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

§ 11 of the Statutes shall be amended as follows:

11.1 The members of the Supervisory Board will receive an annual remuneration in an amount of EUR 100,000. The Chairman of the Supervisory Board will receive an annual remuneration of EUR 200,000 and each deputy shall receive EUR 150,000.

11.2 Each member of a committee, except for the audit committee and the nomination committee, will receive an additional annual remuneration of EUR 20,000 and committee chairmen will receive an additional annual remuneration of EUR 40,000. Members of the audit committee will receive an additional annual remuneration of EUR 40,000, while the Chairman of such committee will receive EUR 80,000. Members of the nomination committee will not receive any additional annual remuneration.

11.3 In addition, the members of the Supervisory Board will receive an attendance fee of EUR 750 for each personal attendance of meetings of the Supervisory Board and its committees requiring such personal attendance. Should several such meetings be held on the same or on consecutive days, the attendance fee will be paid only once.

11.4 Supervisory Board members who served for only part of the financial year shall receive one-twelfth of the annual remuneration for each month of service or any part of such month. The same applies to membership in Supervisory Board committees.

11.5 The remuneration according to § 11.1 and § 11.2 is due after the end of the respective fiscal year. The attendance fee according to § 11.3 is due after the respective meeting.

11.6 The Company reimburses the members of the Supervisory Board for their out-of-pocket expenses and the VAT payable on their Supervisory Board activity. The Company provides insurance coverage and technical support to the Supervisory Board members to an extent reasonable for carrying out the Supervisory Board duties.

11.7 The provisions of this § 11 will first apply for the fiscal year 2011.

Remuneration Report 2010 of Allianz SE (Extract from the Annual Report) (PDF, 503 KB)
Remuneration of the Supervisory Board

Item 7: Approval of profit transfer agreement between Allianz SE and Allianz Global Investors AG

Allianz SE has entered into a profit transfer agreement with Allianz Global Investors AG (hereinafter referred to as: "AGI") having its registered office in Munich, Germany, dated February 10/21, 2011. The Annual General Meeting of AGI has already approved the conclusion of the profit transfer agreement, and such approval has been notarized. The Supervisory Board of Allianz SE approved the agreement on March 16, 2011. The sole shareholders of AGI are Allianz SE with a stake of 74.47 % and Allianz Finanzbeteiligungs GmbH with a stake of 25.53% in the capital stock of AGI. Allianz Finanzbeteiligungs GmbH is a wholly-owned subsidiary of Allianz SE and affiliated with the latter via a profit transfer agreement. Consequently, Allianz Finanzbeteiligungs GmbH is not an outside shareholder within the meaning of § 304 AktG.

The Management Board and the Supervisory Board propose that the profit transfer agreement between Allianz SE and Allianz Global Investors AG, which has its registered office in Munich, Germany, dated February 10/21, 2011 be approved.

The agreement has essentially the following content:

  • AGI undertakes to transfer during the term of the agreement its entire profit to Allianz SE. Subject to the 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 and the amount that is barred from distribution on the basis of statutory provisions, must be transferred. Only the amount remaining after the deduction of any amounts that have to be allocated by law, ordinance or requirements imposed by the supervisory authorities may be transferred as profit. § 301 AktG shall apply accordingly as amended.
  • AGI may, upon the approval of Allianz SE, establish appropriated retained earnings (Gewinnrücklagen) (§ 272 (3) HGB) from the annual net income (Jahresüberschuss) only if and to the extent that this is permitted under German commercial law and is economically justified based on reasonable business judgment. Other appropriated retained earnings (andere Gewinnrücklagen) pursuant to § 272 (3) HGB that are established during the term of the 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 the commencement of the agreement is excluded.
  • Allianz SE is obliged under § 302 (1), (3) and (4) AktG 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) HGB. The provision set out in § 302 AktG shall apply accordingly as amended.
  • The agreement is to take effect upon its registration with the commercial register of AGI and shall apply for the period starting January 1, 2011.
  • The agreement shall be concluded for a fixed term until the end of December 31, 2015 and shall thereafter be renewed, with unchanged terms and conditions, for one calendar year at a time, if it is not terminated by either party by giving at least six months’ advance notice before its expiry. The right to terminate the agreement without notice for material cause remains unaffected. Allianz SE shall, in particular, be entitled to terminate the agreement for material cause if the shareholding of Allianz SE in AGI is disposed of in whole or in part or if Allianz SE no more directly holds the majority of the votes from the shares in AGI.

The following documents are available on the Internet at www.allianz.com/agm and at www.allianzglobalinvestors.com/hv2011  and will also be displayed for inspection at the Annual General Meeting of Allianz SE:

  • the profit transfer agreement;
  • the joint report of the Management Boards of Allianz SE and Allianz Global Investors AG pursuant to § 293a AktG;
  • the audit report of the agreement auditor pursuant to § 293e AktG;
  • the Annual Financial Statements and Management Reports of Allianz SE for fiscal years 2008, 2009 and 2010;
  • the Annual Financial Statements and Management Reports of Allianz Global Investors AG for fiscal years 2008, 2009 and 2010.
Documents regarding the profit transfer agreement between Allianz SE and Allianz Global Investors AG

Item 8: Approval of the spin-off agreement between Allianz SE and Allianz Deutschland AG

In order to adjust the group structure, the stakes held directly by Allianz SE in Allianz Versicherungs-Aktiengesellschaft of around 5.39 %, and in Allianz Private Krankenversicherungs-Aktiengesellschaft of 5.1 %, shall be transferred to Allianz Deutschland AG. Allianz Deutschland AG is a wholly-owned subsidiary of Allianz SE and currently holds 94.61 % of the shares in Allianz Versicherungs-Aktiengesellschaft and 94.9 % of the shares in Allianz Private Krankenversicherungs-Aktiengesellschaft. As a consequence of the transfer of the shares by Allianz SE, Allianz Deutschland AG will be the sole shareholder of Allianz Versicherungs-Aktiengesellschaft and Allianz Private Krankenversicherungs-Aktiengesellschaft.

On March 21, 2011, Allianz SE and Allianz Deutschland AG concluded a spin-off agreement, notarized by the notary Dr. Tilman Götte, having his registered office in Munich, according to which the interests held by Allianz SE in Allianz Versicherungs-Aktiengesellschaft and Allianz Private Krankenversicherungs-Aktiengesellschaft are transferred to Allianz Deutschland AG by way of a spin-off to an existing entity (Ausgliederung zur Aufnahme) (§ 123 (3) no. 1 of the German Transformation of Companies Act (UmwG) in conjunction with §§ 124 et seq., 141 et seq. UmwG).

The spin-off agreement only becomes effective once it has been approved by the General Meetings of Allianz SE and Allianz Deutschland AG. Allianz Deutschland AG will approve the spin-off agreement on April 8, 2011. The spin-off also requires the registration with the commercial register of Allianz SE to become effective.

The Management Board and the Supervisory Board propose that the spin-off agreement dated March 21, 2011 concluded between Allianz SE and Allianz Deutschland AG, which was notarized by Dr. Tilman Götte, who has his registered office in Munich, be approved.

The notarized spin-off agreement has essentially the following content:

  • As the transferring legal entity, Allianz SE shall transfer, by way of a spin-off to an existing entity (Ausgliederung zur Aufnahme) pursuant to § 123 (3) no. 1 UmwG, 3,060 partly paid-up and 4,618 fully paid up no-par value registered shares of Allianz Versicherungs-Aktiengesellschaft and 10,200 fully paid up no-par value registered shares with restricted transferability of Allianz Private Krankenversicherungs-Aktiengesellschaft (shares to be transferred) in their entirety to Allianz Deutschland AG as the absorbing legal entity with all of the corresponding rights and obligations.
  • The transfer shall be made between Allianz SE and Allianz Deutschland AG with effect from January 1, 2011 (0 hrs) (spin-off date). As of the spin-off date, all action taken by Allianz SE relating to the transferred assets and liability shall be deemed as having been performed for the account of Allianz Deutschland AG in the relationship between Allianz SE and Allianz Deutschland AG. The spin-off is based on the balance sheet of Allianz SE dated December 31, 2010, which was audited by KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, and awarded an unqualified audit opinion, as the final balance sheet pursuant to §§ 125 sentence 1, 17 (2) UmwG.
  • For consideration, Allianz SE shall receive 500 new no-par value shares in Allianz Deutschland AG, which carry dividend rights as of January 1, 2011, free of charge. In order to execute the spin-off, Allianz Deutschland AG shall increase its capital stock by EUR 500 from the current level of EUR 200,500,500 to EUR 200,501,000. No additional cash payments have been provided for. To the extent the value of the assets to be spinned off to Allianz Deutschland AG exceeds the amount of the capital stock that is attributable to the new shares, the excess amount shall be allocated to the capital reserve of Allianz Deutschland AG pursuant to § 272 (2) no. 4 HGB.
  • The transfer in rem of the shares to be transferred and the other rights and obligations covered by the spin-off shall take effect at the time the spin-off is registered with the commercial register of Allianz SE (completion date). In the period between the conclusion of the agreement and the completion date, Allianz SE shall dispose of the shares to be transferred only within the ordinary course of business and subject to the diligence of a prudent businessman.
  • No special rights and advantages pursuant to § 126 (1) no. 7 UmwG are awarded to individual shareholders, and no special advantages pursuant to § 126 (1) no. 8 UmwG are awarded to any member of a representative or supervisory body of the legal entities involved in the spin-off, or to any managing shareholder or auditor.
  • The spin-off has no consequences for the employees and their representative bodies pursuant to § 126 (1) no. 11 UmwG.
  • The contribution in kind has been audited by an independent auditor pursuant to § 142 (1) UmwG in conjunction with § 183 (3) AktG. Furthermore, the Management Boards of Allianz SE and Allianz Deutschland AG have prepared a spin-off report pursuant to § 127 in conjunction with § 142 (2) UmwG.
  • The agreement only becomes effective once it has been approved by the Annual General Meetings of Allianz SE and Allianz Deutschland AG with the required majority of at least 3/4 of the capital stock represented at the passing of the resolution pursuant to § 125 in conjunction with § 65 (1) UmwG.
  • The costs resulting from the agreement and its execution shall be split equally between the two parties. All other costs shall be borne by the party in question alone; this also includes the costs of the relevant Annual General Meeting and registration with the commercial register.
  • The final provisions contain formal requirements for amendments to the agreement and a severability clause.

The following documents are available on the Internet at www.allianz.com/agm and will also be displayed for inspection at the Annual General Meeting of Allianz SE:

  • spin-off agreement;
  • the joint spin-off report of the Management Boards of Allianz SE and Allianz Deutschland AG pursuant to § 127 UmwG;
  • the report on the audit of the contribution in kind pursuant to § 142 (1) UmwG in conjunction with §§ 183 (3), 33 et seq. AktG;
  • the Annual Financial Statements and Management Reports of Allianz SE for fiscal years 2008, 2009 and 2010;
  • the Annual Financial Statements and Management Reports of Allianz Deutschland AG for fiscal years 2007, 2008 and 2009.
Documents regarding the spin-off agreement between Allianz SE and Allianz Deutschland AG