§ 2 (4) of the Statutes of Allianz SE provides for an authorized capital for the issue of employee shares (Authorized Capital 2010/II). Authorized Capital 2010/II, amounting to EUR 15,000,000, was created by the General Meeting on May 5, 2010. After partial utilization, it now amounts to EUR 8,344,000. Authorized Capital 2010/II is valid up until May 4, 2015.

The Management Board and the Supervisory Board propose to the Annual General Meeting that a new Authorized Capital 2014/II amounting to EUR 15,000,000 be created against cash contributions. The Authorized Capital 2010/II shall be cancelled as soon as the new Authorized Capital 2014/II becomes effective.

The proposed authorization is intended to enable the Company to offer treasury shares to the employees of Allianz SE or its Group companies at preferential conditions without having to purchase those shares on the stock exchange.

Offering shares to employees is in the best interest of the Company and its shareholders, because it enhances employee identification with the Company and encourages them to take responsibility for the Company. Under the German Stock Corporation Act, shares required for this purpose may be issued from authorized capital. In order to have sufficient authorized capital for the issue of stock to employees over the next several years, this authorized capital shall amount to EUR 15,000,000. The scope of this authorization has been determined by taking into account the number of employees entitled to participate and the term of the authorization. In the previous years, the option to offer shares to employees of Allianz Group has regularly been exercised. To be able to offer shares from authorized capital to employees, it is necessary to exclude shareholders’ subscription rights. Shares sold to employees may be offered with customary discounts. Furthermore, the Management Board may exclude fractional amounts from shareholders’ subscription rights, upon the approval of the Supervisory Board, to facilitate the implementation of this capital increase.