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Agenda of the Annual General Meeting of Allianz SE, that took place on Wednesday, May 9, 2012 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, 352 KB)

Item 1: Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as at December 31, 2011, 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 2011

The documents are available on the Internet at www.allianz.com/agm-service and may be inspected at the registered office of the Company, Königinstr. 28, 80802 Munich, Germany. Upon request, a copy of the materials will also be sent to shareholders. In addition, the materials will be 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, 11 KB, only in German)
Annual Reports 2011 of Allianz Group and Allianz SE

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 2,048,850,000 for fiscal year 2011 be appropriated as follows:

Distribution of a dividend of EUR 4.50 per no-par share entitled to a dividend: EUR 2,036,533,689

Profit carried forward: EUR 12,316,311

The proposal for appropriation of net earnings reflects the 2,736,958 treasury shares held directly and indirectly by the Company at the time of the publication of the convocation of the Annual General Meeting in the Electronic Federal Gazette. Such treasury shares are not entitled to the dividend pursuant to § 71b of the German Stock Corporation Act (AktG)1. Should there be any change in the number of shares entitled to the dividend until the date of the Annual General Meeting, the above proposal will be amended accordingly and presented for resolution on the appropriation of net earnings at the Annual General Meeting, with an unchanged dividend of EUR 4.50 on each share entitled to dividend.

Dividend 


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 2011 of the members of the Management Board of Allianz SE that held office in fiscal year 2011 be approved.

Members of the Management Board of Allianz SE

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 2011 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2011 be approved.

Members of the Supervisory Board of Allianz SE

Item 5:Election to the Supervisory Board

The term of office of all members of the Supervisory Board terminates with the end of the Annual General Meeting taking place on May 9, 2012. Hence, a new appointment is required.

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) (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 (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, six members are to be appointed at the proposal of the employees (Part B section 2 of the Employee Participation Agreement, § 6 sentence 2 of the Statutes). The General Meeting is bound by the employee proposals on the appointment of the employee representatives (§ 6 sentence 3 of the Statutes, § 36 (4) sentence 2 SEBG).

a) With respect to the shareholder representatives the Supervisory Board proposes that the following resolution be adopted:

The following persons are elected for a term until the end of the General Meeting which resolves on the approval of actions in respect of the fourth fiscal year following the beginning of the term of office (not counting the fiscal year in which the term of office begins), but in no case longer than six years, as members of the Supervisory Board:

1. Dr. Wulf H. Bernotat, Essen, Germany, former Chairman of the Management Board of E.ON AG, member of the Supervisory Boards of Bertelsmann AG, Deutsche Telekom AG and Metro AG;

2. Dr. Gerhard Cromme, Essen, Germany, Chairman of the Supervisory Boards of ThyssenKrupp AG and Siemens AG, member of the Supervisory Board of Axel Springer AG;

3. Prof. Dr. Renate Köcher, Konstanz, Germany, Managing Director of the Institut für Demoskopie Allensbach;

4. Igor Landau, Paris, France, member of the Board of Directors of Sanofi-Aventis S.A., Paris, France, Chairman of the Supervisory Board of adidas AG;

5. Dr. Helmut Perlet, Pähl, Germany, former member of the Management Board of Allianz SE, member of the Supervisory Boards of Commerzbank AG and GEA Group AG;

6. Peter Denis Sutherland, London, United Kingdom, Chairman of the Board of Directors of Goldman Sachs International, London, United Kingdom.

The General Meeting is not bound by the election proposals contained in this lit. a).

In case of his election by the General Meeting, it is planned to propose Dr. Helmut Perlet as a candidate for the Chair of the new Supervisory Board at its establishing meeting.

It is planned that Christine Bosse, Copenhagen, Denmark, well-known in the insurance industry, succeeds Dr. Gerhard Cromme in the Supervisory Board in the course of the year 2012. She is not available for election at the General Meeting 2012 for personal reasons. Therefore, Dr. Cromme has agreed to be at Allianz’ disposal until Mrs. Bosse joins the Supervisory Board of Allianz SE.

b) Out of the six employee representatives’ seats, four seats are allocated to Germany and one seat to France and Italy, respectively (part B section 3.3 of the Employee Participation Agreement, § 36 (1) SEBG). The following proposals are submitted by the employees for the employee representatives and their substitute members to be appointed by the General Meeting:

The following persons are elected for a term until the end of the General Meeting which resolves on the approval of actions in respect of the fourth fiscal year following the beginning of the term of office (not counting the fiscal year in which the term of office begins), but in no case longer than six years, as members of the Supervisory Board:

1. Dante Barban, Milan, Italy, General Secretary of the Italian trade union "Federazione Nazionale Assicuratori", insurance employee Allianz S.p.A., Milan, Italy, released of his duties for being union representative, as representative for Italy;

2. Gabriele Burkhardt-Berg, Euskirchen, Germany, insurance employee Allianz Deutschland AG, released of her duties for being Chair of a Works Council, as representative for Germany;

3. Jean-Jacques Cette, Gentilly, France, trained expert in occupational safety Allianz France S.A., Paris, France, released of his duties for being Secretary of the Group Works Council (comité de groupe) of Allianz France S.A., as representative for France;

4. Ira Gloe-Semler, Hamburg, Germany, Chair of the federal insurance group of the federal administration of the trade union Vereinte Dienstleistungsgewerkschaft ver.di Berlin, as representative for Germany;

5. Franz Heiß, Saal, Germany, insurance employee Allianz Beratungs- und Vertriebs-AG, released of his duties for being Chair of a Works Council, as representative for Germany;

6. Rolf Zimmermann, Frankfurt am Main, Germany, insurance employee Allianz Deutschland AG, released of his duties for being Works Council member, as representative for Germany.

The following persons are elected as substitute members for the employee representatives of the Supervisory Board of Allianz SE for the above mentioned term of office:

1. Giovanni Casiroli, Milan, Italy, insurance employee Allianz S.p.A., Milan, Italy, released of his duties for being union representative for the Italian trade union "Federazione Italiana Bancari Assecurativi - Confederazione Italiana Sindacato Lavoratore", as substitute member for Dante Barban;

2. Josef Hochburger, Munich, Germany, insurance employee Allianz Deutschland AG, released of his duties for being Chair of a Works Council, as substitute member for Gabriele Burkhardt-Berg;

3. Jean-Claude Le Goaër, Marly le Roi, France, computer scientist Allianz Informatique G.i.E., France, released of his duties for being Works Council member, as substitute member for Jean-Jacques Cette;

4. Jörg Reinbrecht, Hannover, Germany, Secretary of the trade union Vereinte Dienstleistungsgewerkschaft ver.di district Hannover, as substitute member for Ira Gloe-Semler;

5. Jürgen Lawrenz, Winnenden, Germany, system programmer Allianz Managed Operations & Services SE, as substitute member for Franz Heiß;

6. Frank Kirsch, Köln, Germany, insurance employee Allianz Beratungs- und Vertriebs-AG, released of his duties for being Works Council member, as substitute member for Rolf Zimmermann.

The substitute members shall become members of the Supervisory Board as stated, if the employee member of the Supervisory Board, for whom they were appointed substitute member, leaves prior to the expiration of the regular term and the General Meeting has not elected a successor prior to such leave. The term of substitute members joining the Supervisory Board shall terminate with the end of the General Meeting in which a successor for the member to be substituted is elected, but in any event no later than the point in time in which the regular term of the substituted Supervisory Board member would have expired.

Pursuant to § 6 sentence 3 of the Statutes the General Meeting is bound by the employees' proposals for the appointment of the employee representatives.

It is intended to have the General Meeting vote on the election for the Supervisory Board on an individual basis.

Details regarding the candidates for election to the Supervisory Board (PDF, 305 KB)
Supervisory Board targets regarding its composition (PDF, 23 KB)

Item 6: Amendment to the Statutes regarding the term of office of the Supervisory Board

According to § 7.1 of the Statutes of Allianz SE, a member of the Supervisory Board can only be elected for the full term of office. This provision shall be amended that members of the Supervisory Board may also be appointed for a shorter term of office. Such amendment would allow the General Meeting more flexibility for future appointments.

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

§ 7.1 of the Statues shall be supplemented with the following last sentence:

The General Meeting may determine a shorter period as term of office.

and be reformulated as follows:

7.1 The appointment of the members of the Supervisory Board will be effected by the General Meeting for the time until the close of the General Meeting which resolves on the ratification of actions in respect of the fourth financial year following the beginning of the term of office, not counting the financial year in which the term of office begins, but in no case longer than six years. Repeated appointments are permitted. The General Meeting may determine a shorter period as term of office.

The current Statutes are available on the Internet at www.allianz.com/agm-service and will also be available at the Annual General Meeting.

Members of the Supervisory Board of Allianz SE
Term of office of the Supervisory Board
Statutes of Allianz SE (October 2011) (PDF, 56 KB)

Item 7: Authorization for a further exclusion of subscription rights for the issuance of shares out of the Authorized Capital 2010/I in connection with a listing of Allianz shares on a stock exchange in the People's Republic of China and respective amendment of the Statutes

The Annual General Meeting as of May 5, 2010, approved an authorization of the Management Board to increase the share capital (Authorized Capital 2010/I), an authorization of the Management Board to issue bonds carrying conversion or option rights and a conditional capital (Conditional Capital 2010). Subject to certain conditions, the Management Board is authorized to exclude the subscription rights. Such exclusions of subscription rights may add up to a maximum amount of share capital of EUR 232,396,800, corresponding to approximately 20% of the current share capital.

Within its already existing authorization to exclude subscription rights limited to the aggregate amount of approximately 20% of the current share capital, the Management Board shall be further authorized upon utilization of the Authorized Capital 2010/I to exclude the subscription rights by up to 10% of the share capital. This authorization shall create the opportunity to issue new Allianz shares in connection with a listing on a stock exchange in the People's Republic of China. The price for the issuance of the new shares may not be significantly below the stock market price.

Therefore, the authorization of the Management Board for the exclusion of subscription rights in § 2.3 of the Statutes shall be supplemented. The current Statutes are available on the internet at www.allianz.com/agm-service and will also be available on the Annual General Meeting.

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

a) As a supplement to the authorization to exclude subscription rights in the event of utilization of the Authorized Capital 2010/I as laid down in § 2.3 of the Statutes of the Company, the Management Board is authorized, in the event of utilization of the Authorized Capital 2010/I, to exclude the subscription rights of the shareholders, with approval of the Supervisory Board, if

  • the shares are issued in connection with a listing of Allianz shares on a stock exchange in the People's Republic of China,
  • the capital increase is in return for cash contributions and
  • the issue price of the new shares is not significantly below the stock market price.

The shares issued with exclusion of the subscription right in connection with the listing of Allianz shares on a stock exchange in the People's Republic of China may not exceed the aggregate amount of 10% of the share capital, neither at the time of this authorization becoming effective nor of its utilization. Those shares are counted against the limit in § 2.3 of the Statutes, according to which the aggregated sum of shares issued with exclusion of the subscription right shall not exceed a proportionate amount of the share capital of EUR 232,396,800.

b) § 2.3 of the Statues shall be supplemented with the following fourth indent:

- if the shares are issued in connection with a listing of Allianz shares on a stock exchange in the People's Republic of China, provided that the issue price for the new shares is not significantly below the stock market price. Further, the shares issued in exclusion of the subscription rights for this purpose shall not exceed the aggregate amount of 10 % of the share capital, neither at the time of this authorization becoming effective nor of its utilization.

and be reformulated 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 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 held by credit institutions along with the obligation that they are offered to the shareholders for subscription. The Management Board is authorized, however, to exclude such shareholder subscription right upon 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 the 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 the 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 were issued during the term of this authorization subject to the exclusion of the subscription right in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act (AktG);

- if the shares are issued in connection with a listing of Allianz shares on a stock exchange in the People's Republic of China, provided that the issue price for the new shares is not significantly below the stock market price. Further, the shares issued in exclusion of the subscription rights for this purpose shall not exceed the aggregate amount of 10% of the share capital, neither at the time of this authorization becoming effective nor of its utilization.

Furthermore, the Management Board is 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 this authorization set out in Agenda Item 9 of the Annual General Meeting dated May 5, 2010.

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

c) The Management Board is authorized to apply for the additional subscription right exclusion within the framework of the Authorized Capital 2010/I to be registered with the commercial register independently of the other resolutions adopted by the general meeting.

Report of the Management Board on Agenda Item 7 (PDF, 27 KB)
Authorized and Conditional Capital of Allianz SE
Statutes of Allianz SE (October 2011) (PDF, 56 KB)