The Board of Management and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 3,786,745,743.20 for the 2014 fiscal year shall be appropriated as follows:

Distribution of a dividend of EUR 6.85 per no-par share entitled to a dividend: EUR 3,111,752,678.40

Unappropriated earnings carried forward: EUR 674,993,064.80

The proposal for appropriation of net earnings reflects the 2,729,536 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 Federal Gazette. Such treasury shares are not entitled to the dividend pursuant to § 71b of the German Stock Corporation Act (AktG). Should there be any change in the number of shares entitled to the dividend by 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 6.85 per each share entitled to dividend.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2014 of the members of the Management Board of Allianz SE that held office in fiscal year 2014 be approved.

The Management Board and the Supervisory Board propose that the actions in fiscal year 2014 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2014 be approved.

§ 6 of the Statutes of Allianz SE in its current version provides that the Supervisory Board consists of twelve members who are all appointed by the General Meeting. Six members shall be appointed upon proposal of the employees and the General Meeting is bound to the proposals for the appointment of the employee representatives.

In amendment of the Agreement Concerning the Participation of Employees in Allianz SE dated July 3, 2014, the parties made use of the option to codify the process for the nomination and appointment of the employee representatives of the Supervisory Board within this Agreement (Art. 40 (2) sentence 3 SE-VO; § 21 (3) SEBG). Accordingly, the employee representatives of the Supervisory Board will, in the future, be appointed by the SE Works Council instead of the General Meeting. The Statutes have to be amended accordingly.

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

§ 6 of the Statutes of Allianz SE shall be amended as follows:

"The Supervisory Board consists of twelve members and is to be composed of six shareholder representatives and six employee representatives. The shareholder representatives are appointed by the General Meeting. The appointment of the employee representatives is carried out in accordance with the provisions of the Agreement Concerning the Participation of Employees in Allianz SE as amended from time to time, which is agreed upon in accordance with the SE Participation Act (SE-Beteiligungsgesetz – SEBG).“