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.