Invitation to the Extraordinary General Meeting of Allianz AG on February 8, 2006

Allianz Aktiengesellschaft AKTBE1010Z0 PDF.12.05 2 Invitation/Agenda3

Contents Invitation to the Extraordinary General b) The Board of Management is instructed Meeting not to file the merger for registration Agenda ...... 3 Item 5: Approval of New Authorization to with the Company’s commercial register Issue Bonds Carrying Conversion and/or We hereby invite our shareholders to the before Item 1: Approval of the Merger Plan Dated Option Rights, Creation of Conditional Capital Extraordinary General Meeting of Allianz December16, 2005 between Allianz 2006, Cancellation of the Existing Authorization Aktiengesellschaft to be held on Wednesday, aa) the payment of the dividends Aktiengesellschaft and RIUNIONE ADRIATICA to Issue Bonds Carrying Conversion or February 8, 2006, at 10.00 a.m. at the for the financial year 2005 of DI SICURTÀ Società per Azioni, Milan, Italy . . . 3 Option Rights, for the Amount not Utilized, Düsseldorf Trade Fair, North Entrance, Hall 8, Allianz AG and RIUNIONE Merger Plan ...... 3 Corresponding Reduction of the Conditional Messeplatz1, 40474 Düsseldorf. ADRIATICA DI SICURTÀ Società Annex I to the Merger Plan: Capital 2004 and Amendment to the Articles per Azioni, Milan, Italy, which will Statutes of Allianz SE ...... 19 of Association ...... 42 Agenda be effected after the ordinary Annex II to the Merger Plan: General Meetings of Allianz AG and Publication in accordance with Art.21 Item 6: Authorization to Acquire 1. Approval of the Merger Plan Dated RIUNIONE ADRIATICA DI SICURTÀ SE-Regulation ...... 32 Treasury Shares for Trading Purposes ...... 48 December16, 2005 between Allianz Società per Azioni have been held, Item 2: Capital Increase to Implement Item 7: Authorization to Acquire and Utilize Aktiengesellschaft and RIUNIONE and the Merger ...... 38 Treasury Shares for Other Purposes ...... 49 ADRIATICA DI SICURTÀ Società per Azioni, Milan, Italy. bb) the hive-down of the business of Item 3: Creation of an Authorized Capital Note Regarding Documents Being The Board of Management (Vorstand) and RIUNIONE ADRIATICA DI SICURTÀ 2006/I, Cancellation of the Authorized Capital Displayed ...... 54 the Supervisory Board (Aufsichtsrat) Società per Azioni, Milan, Italy, 2004/I and Corresponding Amendment to propose to resolve, whereas in accordance to a 100% owned subsidiary of Participation in the General Meeting ...... 55 the Articles of Association ...... 38 with Section124 paragraph 3 sentence1 of RIUNIONE ADRIATICA DI SICURTÀ Shareholder Proposals and Questions . . . . . 56 the German Stock Corporation Act (Aktien- Società per Azioni has become Item 4: Creation of an Authorized Capital gesetz) only the Supervisory Board submits effective. 2006/II for the Issuance of Shares to Live Transmission of the General Meeting the proposal for the appointment of the Employees, Cancellation of the Authorized via Internet ...... 56 designated members and the respective The merger plan, which was notarized Capital 2004/II and Corresponding substitute members of the first Supervisory bilingual (German and Italian), has the Amendment to the Articles of Association . . . 41 Publication in the German Electronic Board of the future Allianz SE (see Section 6 following wording in the German version Federal Gazette paragraph 2 sentence1 and paragraph 3 (English convenience translation): (elektronischer Bundesanzeiger) ...... 57 sentence1 of the statutes of the future Reports to the General Meeting ...... 57 Allianz SE, which is attached as Annex I to MERGER PLAN the merger plan proposed for resolution): for the merger between Allianz Notice According to Section 128 Paragraph 2 Aktiengesellschaft, Königinstr. 28, of the German Stock Corporation Act ...... 79 a) The merger plan of December16, 2005 D-80802 Munich, Germany - hereinafter Disclaimer This is a translation of the Invitation and Agenda to the Extraordinary General Meeting of Allianz AG. between Allianz Aktiengesellschaft also “Allianz AG” or “Acquiring Company” - Only the German version of this document is legally binding on Allianz AG. Every effort was made to and RIUNIONE ADRIATICA DI SICURTÀ and RIUNIONE ADRIATICA DI SICURTÀ ensure the accuracy of this translation, which is provided to shareholders for informational purposes Società per Azioni, Milan, Italy, is Società per Azioni, Corso Italia 23, only. No warranty is made as to the accuracy of this translation and Allianz AG assumes no liability with approved. Milan, Italy - hereinafter also “RAS” or respect thereto. “Transferring Company” -

Allianz Aktiengesellschaft, Munich ISIN DE0008404005 4 Agenda 5

Preamble Allianz AG held an interest in RAS prior As another preparative measure of the have been published on September 27, Allianz AG is a stock corporation under to the announcement of the combination combination, RAS will prior to the effective- 2005, so that, on the basis of the accord- German law, registered in the commercial of the two companies described herein- ness of the merger hive-down its business ingly determined average of the closing register (Handelsregister) at the Local Court after for several years in an amount of into a wholly-owned subsidiary, operating prices, the cash exit price is EUR16.72 per of Munich, Germany, under HRB 7158, with 372,438,983 of the RAS Ordinary Shares, under the name RAS Italia S.p.A. (in the RAS Ordinary Share and EUR 24.24 per its registered office in Munich, Germany. representing approximately 55.51% of the future RAS S.p.A.) with its registered office RAS Savings Share. As far as the cash-exit Its share capital (Grundkapital) amounts to RAS Ordinary Shares. in Milan, Italy. This ensures that the insur- right is exercised, the number of shares EUR1,039,462,400 and is divided into ance business so far operated directly by in RAS held by Allianz AG can still increase 406,040,000 no-par value shares (“Allianz Both the Board of Management of Allianz AG RAS, will not be transferred to Allianz AG prior to the effectiveness of the merger Shares”). Pursuant to Art.2 para.2 of the (Vorstand) and the Board of Directors upon the effectiveness of the merger. (see also Section 5.2). articles of association of Allianz AG the (Consiglio di Amministrazione) of RAS have The interest of RAS in RAS INTERNATIONAL Allianz Shares are registered shares and can decided on September 8 and 11, 2005 to N.V., Amsterdam, as well as the minority Now, therefore, Allianz AG and RAS agree only be transferred with the consent of the combine both Allianz AG and RAS in a interests of RAS in Koc Allianz Sigorta A.S., as follows: company which consent may only be European Company (Societas Europaea) Istanbul, Koc Allianz Hayat ve Emeklilik A.S., withheld if Allianz AG deems this necessary (“SE”). This shall be effected by merging Istanbul, and Companhia de Seguros SECTION1 for exceptional grounds in the interest of RAS into Allianz AG whereby in the course Allianz Portugal S.A., Lisbon, are excluded Merger of RAS into Allianz AG the company. Other kinds of shares of of the merger Allianz AG adopts the legal from the hive-down. Furthermore, several RAS shall be merged into Allianz AG (as Allianz AG, in particular preferred shares form of an SE. tax claims and tax liabilities, several assets Acquiring Company) by way of merger by (Vorzugsaktien), do not exist. and liabilities related to certain adminis- acquisition without liquidation pursuant As a first step of such combination, trative functions, as well as approximately to Art.17 para.2 lit.a) of Council Regulation Allianz AG is the holding company of the Allianz AG launched a voluntary cash tender 60 employees are retained by RAS. (EC) No.2157/2001 of October 8, 2001 Allianz group (“Allianz Group”) which offer to the shareholders of RAS. In the (hereinafter “SE Regulation”). Upon effec- operates in the areas of insurance, banking, course of this voluntary cash tender offer, In connection with the merger, both tiveness of the merger all assets and liabili- asset management and other financial, Allianz AG has acquired 139,719,262 RAS holders of RAS Ordinary Shares and RAS ties of RAS shall be transferred to Allianz AG, consulting and similar services. Ordinary Shares and 328,867 RAS Savings Savings Shares who either do not partici- RAS shall cease to exist and Allianz AG shall Shares with the effect that, including pate in the resolutions in the RAS extra- adopt the legal form of an SE. Allianz AG RAS is a stock corporation under Italian law the RAS Ordinary Shares already held, ordinary shareholders’ meetings resolving shall issue new Allianz Shares to the (Società per Azioni) registered in the Allianz AG now holds 512,158,245 RAS upon the merger or who vote against the holders of RAS Ordinary Shares and RAS company register (Registro delle Imprese) Ordinary Shares, representing approxi- merger, have a right to dispose of their Savings Shares according to the terms and of Milan, Italy, under No.00218610327, mately 76.3% of RAS’s share capital issued shares against cash prior to the effective- conditions of this merger plan. having its registered office in Milan, Italy. Its in the form of RAS Ordinary Shares and ness of the merger. According to Art.2437 share capital (Capitale Sociale) amounts to 76.2% of RAS’s total share capital. Together et seq. of the Italian Civil Code (Codice SECTION 2 EUR 403,336,202.40, which is divided into with the RAS Savings Shares acquired out- Civile), the cash exit liquidation value will Effectiveness of the Merger, 670,886,994 ordinary shares with voting side the cash tender offer Allianz AG holds be determined by the average closing prices Merger Effective Date rights (Azioni Ordinarie) (“RAS Ordinary 954,788 RAS Savings Shares, representing on the Italian stock exchange during the 2.1 The merger shall become effective Shares”) and 1,340,010 savings shares approximately 71.3% of RAS’s share capital last six months preceding the publication of with its registration in the commercial without voting rights issued to the bearer issued in the form of RAS Savings Shares the invitations to the extraordinary RAS register at the registered office of Allianz AG (Azioni di Risparmio) (“RAS Savings and 0.1% of RAS’s total share capital. shareholders’ meetings. These invitations (cf. Art.27 para.1 SE Regulation). Shares”), all having a par value of EUR 0.60. 6 Agenda 7

2.2 For accounting purposes, the acquisition (i) the amount of the share capital set Allianz AG and RAS agree that upon effec- SECTION 5 of the assets and liabilities of RAS shall forth in Section 2 para.1 of the statutes of tiveness of the merger by registration in the Cash Exit Right of RAS Shareholders occur with effect as of the beginning of Allianz SE shall correspond to the share commercial register at the registered office 5.1According to the applicable provisions January1 of such year in which the merger capital displayed in Section 2 para.1 of the of Allianz AG, only the German version of the Italian Civil Code (Codice Civile) a becomes effective upon registration in the articles of association of Allianz AG, of the statutes of Allianz SE shall be binding cash exit right will be granted to: commercial register at the registered office due to the reliance function (Publizitäts- of Allianz AG. From this time on, all actions (ii) the amounts of the authorized capitals funktion) of the commercial register. (a) Holders of RAS Ordinary Shares and and transactions of RAS and Allianz AG pursuant to Section 2 para.3 and 4 of holders of RAS Savings Shares who will not shall be deemed for accounting purposes the statutes of Allianz SE, shall correspond SECTION 4 participate in, or vote against in the extra- as being those of Allianz SE (merger effec- respectively, to the amounts of the still Hive-down of the business of RAS into ordinary shareholders meeting of RAS, tive date). remaining authorized capitals pursuant RAS Italia S.p.A. resolving upon the resolutions to (i) amend to Section 2 para.3 and 4 of the articles of 4.1 Prior to the effectiveness of the merger, the corporate purpose of RAS in connection 2.3 The Board of Management of Allianz AG association of Allianz AG, and RAS shall hive-down its business into with hive-down of the business of RAS or will ensure that the registration of the RAS Italia S.p.A. (in the future RAS S.p.A.), (ii) approve this merger plan provided merger in the commercial register at the (iii) the amount of the conditional capital a wholly-owned subsidiary of RAS, and that the registered office of the Acquiring registered office of Allianz AG will take place pursuant to Section 2 para.5 and the shall propose to its extraordinary share- Company will not be in Italy; as well as to only after the payment of dividends, if any, amount of the conditional capital pur- holders’ meeting (Assemblea Straordinaria) of Allianz AG and RAS, respectively, for the suant to Section 2 para.6 of the statutes of of holders of RAS Ordinary Shares a cor- (b) holders of RAS Savings Shares who will fiscal year, which precedes the effectiveness Allianz SE, shall correspond respectively, responding amendment to the corporate not participate in, or will vote against in of the merger. to the amounts stated in Section 2 para.5 purpose of RAS. The interest of RAS in the extraordinary shareholders’ meeting of and Section 2 para.6 of the articles of asso- RAS INTERNATIONAL N.V., Amsterdam, as holders of RAS Savings Shares, the resolu- SECTION 3 ciation of Allianz AG, provided, however, well as the minority interests of RAS in tions to approve this merger plan provided European Company (SE) that the statutes of Allianz SE shall only Koç Allianz Sigorta A.S., Istanbul, Koç that holders of RAS Savings Shares are 3.1Upon registration of the merger in the provide for a conditional capital in Section 2 Allianz Hayat ve Emeklilik A.S., Istanbul, and not granted shares of Allianz SE with special commercial register at the registered office para.6 in case that the creation of a con- Companhia de Seguros Allianz Portugal economic rights as attached to the RAS of Allianz AG, according to Art.17 para.2 ditional capital pursuant to agenda item 5 S.A., Lisbon, are excluded from the hive- Savings Shares. sentence 2 and Art.29 para.1 lit.d) of the of the extraordinary general meeting of down. Moreover several tax claims and tax SE Regulation, Allianz AG adopts ipso iure Allianz AG on February 8, 2006 in Section 2 liabilities, several assets and liabilities According to Art.2437-ter of the Italian Civil the legal form of an SE. para.6 of the articles of association of related to certain administrative functions, Code (Codice Civile), the cash exit liquida- Allianz AG, has become effective at the time as well as approximately 60 employees are tion value is to be calculated on the basis of 3.2 The company name of the SE shall be of the effectiveness of the merger. retained by RAS. the average of the closing prices of the RAS “Allianz SE” Ordinary Shares or RAS Savings Shares To this end, the Supervisory Board of 4.2 The Board of Management of Allianz AG on the Italian stock exchange during the six 3.3 Registered office of Allianz SE shall be Allianz SE is authorized and also instructed and the Board of Directors of RAS shall months period prior to the publication Munich, Germany. to accordingly adjust the wording ensure that the registration of the merger in of the invitations to the extraordinary share- (Fassung) of the draft statutes of Allianz SE the commercial register at the registered holders’ meetings of RAS shareholders 3.4 Allianz SE shall be given the statutes in accordance with the preceding sentence. office of Allianz AG will only occur after the which resolve upon the merger, respec- attached hereto as Annex I. Thereby, effectiveness of the hive-down according to tively upon the amendment of the statutory at the time of the change of legal form of Section 4.1. business purpose. These invitations were Allianz AG into a Societas Europaea: 8 Agenda 9

published on September 27, 2005, with the itself, including such shares acquired by Allianz-Shares to be issued and for delivery SECTION 9 effect that, on the basis of the accordingly Allianz AG in connection with the cash of these shares to the shareholders of RAS Holders of Special Rights and Holders of determined average of the closing prices, exit right (see Section 5). The same shall whereby Deutsche Bank Aktiengesellschaft Other Securities the liquidation value of the cash exit right apply to treasury shares held by RAS, if any. shall use Deutsche Bank S.p.A., Milan, 9.1The holders of RAS Savings Shares are amounts to EUR16.72 per RAS Ordinary Italy as vicarious agent (Erfüllungsgehilfe) granted ordinary shares of Allianz SE Share and EUR 24.24 per RAS Savings Share. 6.2 The Allianz Shares granted in accordance for the exchange of the shares. pursuant to Section 6.1. No further benefit RAS shareholders that exercised their cash with Section 6.1 above shall be entitled shall be provided. exit rights and received the payment of to share in the profits of Allianz AG from 8.2 Allianz AG shall hand over the new the cash exit price shall not be entitled to the merger effective date (Section 2) on. Allianz Shares to the trustee in the form of 9.2 In February 2005, based on a stock any further dividend payment of RAS, if any. a global share certificate (Globalurkunde) option plan, the managing member of the 6.3 No additional consideration, in par- after the capital increase in accordance with Board of Directors of RAS (Amministratore 5.2 Both RAS Ordinary Shares and RAS ticular no cash payments, shall be made by Section 7 has been registered with the Delegato) of the Board of Directors Savings Shares, with respect to which the Allianz AG to the shareholders of the Trans- commercial register at the registered office (Consiglio di Amministrazione) of RAS, cash exit right is exercised, have to be ferring Company. of Allianz AG and prior to the filing of the Mr.PaoloVagnone, as well as other executive offered by RAS to the remaining RAS share- merger deed to the company register employees of the RAS Group employed in holders, and therefore also to Allianz AG, SECTION 7 (Registro delle Imprese) at the registered Italy, who are not members of the Board of for purchase. The remaining RAS share- Capital Increase office of RAS, and instruct the trustee, to Directors of RAS, have received as part of holders are entitled to purchase these 7.1In order to consummate the merger, deliver (Besitz verschaffen), after the regis- their remuneration 1,200,000 stock options RAS Shares in accordance with their respec- Allianz AG will increase its share capital tration of the merger in the commercial (thereof 100,000 stock options in favor tive proportion of participation in RAS. by up to EUR 64,315,543.04 (in words: register at the registered office of Allianz AG of Mr.Paolo Vagnone who at that time was Allianz AG will purchase the shares offered EUR sixty four million three hundred fifteen and after the exchange of the Allianz Shares a managing director (Direttore Generale) to Allianz AG and those offered to the thousand five hundred forty three and at a ratio of 1:1 into shares of Allianz SE, of RAS) which entitle the beneficiaries to remaining RAS shareholders that do not four Cent). The capital increase shall be to the shareholders of RAS the shares purchase an equivalent amount of RAS purchase them. effected by issuance of up to 25,123,259 in Allianz SE that they are entitled to, con- Ordinary Shares at a price of EUR17.085 Allianz Shares. currently against (Zug um Zug) transfer of per share. This exercise price corresponds SECTION 6 their RAS shares. The delivery (Besitz- to the average price of RAS Ordinary Exchange Ratio with respect to the Merger 7.2 To the extent Allianz AG holds shares in verschaffung) shall occur by way of corre- Shares in the month preceding the issuance 6.1As a consequence of the transfer of all RAS or RAS holds treasury shares, the share sponding book transfer in the security of the stock options, i.e. in the period from assets and liabilities of RAS by way of capital of Allianz AG will, pursuant to Art.18 deposit accounts, in which the RAS shares December 31, 2004 through January 31, merger, Allianz AG shall, upon effectiveness SE Regulation in connection with Section 68 are booked, by the central securities deposi- 2005. According to the terms and condi- of the merger, grant shareholders of RAS para.1 sentence1 no.1 and no.2 of the tary Monte Titoli S.p.A. by way of collective tions for the exercise, the stock options are existing at this point of time for every 19 German Transformation Act (Umwandlungs- safe deposit account credit (Girosammel- exercisable from February1, 2008 through (nineteen) RAS Ordinary Shares 3 (three) gesetz – UmwG), not be increased. depotgutschrift). Allianz AG shall bear the January 31, 2012, provided that (i) in the shares of Allianz SE and for every 19 (nine- costs for the consummation of the exchange fiscal year 2005 RAS has reached at least teen) RAS Savings Shares 3 (three) shares SECTION 8 of the shares. 80% of its planned targets in terms of both of Allianz SE. In the connection with the Trustee increase of value pursuant to the EVA®- merger, Allianz AG shall not receive any 8.1RAS has appointed Deutsche Bank concept (economic value added) as well shares in Allianz SE for such RAS Ordinary Aktiengesellschaft, Frankfurt am Main, as the annual net income under IAS, and or Savings Shares that Allianz AG holds Germany, as trustee for receiving the 10 Agenda 11

(ii) at the point in time the respective stock annual net income under IAS. Allianz AG managing member of the Board of Directors, of the controlling body Collegio Sindacale, option is exercised, the price per RAS intends to satisfy the claims to purchase Mr.Paolo Vagnone – at an exercise price of prior to the effectiveness of the merger in Ordinary Share is at least 10% higher than shares in Allianz SE by delivery of treasury EUR14.324 per RAS Ordinary Share. the course of the hive-down of the business the average price in January 2005 (i.e. at shares. of RAS into RAS Italia S.p.A., Milan, Italy, least EUR18.794). 10.3 As a matter of legal precaution, it is in the future to operate under the corporate SECTION10 noted that, notwithstanding the competence name RAS S.p.A. These are, with respect As a result of the resignation of certain Special Advantages of the Supervisory Board of Allianz SE to the board of directors of RAS Italia S.p.A. beneficiaries under this stock-option plan, 10.1 Subject to Sections 9.2, 10.2, 10.3 and according to stock corporation law, the Giuseppe Vita, Michael Diekmann, Paolo the number of exercisable stock-options 10.4, no special advantages within the members of the Board of Management of Vagnone, Paolo Biasi, Detlev Bremkamp, was reduced to 953,000 (thereof 100,000 meaning of Art.20 para.1 lit.g) of the SE Allianz AG in office as of January 1, 2006 Carlo Buora, Vittorio Colao, Nicola Costa, stock-options in favor of Mr.PaoloVagnone). Regulation were or will be granted in are expected to be appointed as members Rodolfo De Benedetti, Klaus Duehrkop, connection with the merger to the mem- of the Board of Management of Allianz SE. Pietro Ferrero, Francesco Micheli, Salvatore Upon effectiveness of the merger, these bers of the administrative, management, Members of the Board of Management Orlando, Dr.Helmut Perlet, Giampiero stock options will be adapted as follows: supervisory, or control bodies of RAS or of Allianz AG as of January1, 2006 will Pesenti, Andrea Pininfarina, Gianfelice The beneficiaries shall be granted the Allianz AG, nor to the statutory auditors or be Michael Diekmann, Dr. Paul Achleitner, Rocca and Carlo Salvatori, whereby right to purchase up to 173,241 shares in the independent merger auditors or other Clement Booth, Jan R.Carendi, Enrico Mr.Bremkamp and Mr.Duehrkop will cease Allianz SE in lieu of 953,000 RAS Ordinary experts of both companies. Cucchiani, Dr.Joachim Faber, Dr.Helmut to be a member as of December 31, 2005. Shares. Thereof, 18,178 shares in Allianz SE Perlet, Dr.Gerhard Rupprecht, Jean-Philippe They will be followed by Enrico Cucchiani are accounted for Mr.Paolo Vagnone. The 10.2 Prior to the merger, the managing Thierry, Dr.Herbert Walter and Dr.Werner and Dr.Joachim Faber. With respect to exercise price shall thereby be EUR 93.99 member (Amministratore Delegato) of the Zedelius. the controlling body Collegio Sindacale per share in Allianz SE and corresponds to Board of Directors (Consiglio di Amminis- of RAS respectively RAS Italia S.p.A. these the average price of Allianz Shares during trazione) of RAS, Mr.Paolo Vagnone, and Furthermore, members and substitute are Pietro Manzonetto, Paolo Pascot the same reference period of time that further executive employees of the RAS members of the Supervisory Board within and Giorgio Stroppiana, as well as Michele was applicable for the determination of the Group employed in Italy, who are not the group of shareholder representatives Carpaneda as substitute member. original exercise price for the RAS Ordinary members of the Board of Directors of RAS, of Allianz AG shall be appointed members Shares, i.e. from December 31, 2004 were granted the right to exercise their or substitute members of the Supervisory SECTION11 through January 31, 2005. The number of stock option rights granted in 2004 prema- Board of Allianz SE, respectively (see Rights of Creditors and Minority shares in Allianz SE to be delivered to the turely, i.e. during the period of the cash Section 6 para.2 sentence1 and para.3 Shareholders beneficiaries upon exercise of the stock tender offer of Allianz AG for the purchase sentence1 of the statutes of Allianz SE that The rights of creditors and minority options shall be calculated according to the of RAS shares from October 20, 2005 are attached to this merger plan as Annex I). shareholders of Allianz AG and RAS are ratio of the original exercise price per RAS through November 23, 2005 and not only described in Annex II. Ordinary Share and the exercise price per during the original exercise period for these 10.4 As a matter of legal precaution it is share in Allianz SE. The exercise is subject stock options from February1, 2006 further noted that members of the Board of SECTION12 to the condition that RAS in the fiscal year through January 31, 2011. All beneficiaries Directors and the controlling body Collegio Information on the Procedure Regarding 2005 has reached at least 80% of its exercised their respective rights with the Sindacale of RAS were appointed members the Agreement on Employee Involvement planned targets in terms of both increase effect that RAS granted these beneficiaries of the board of directors of RAS Italia S.p.A., 12.1 In order to secure, in the context of the of value pursuant to the EVA®-concept a total of 680,000 RAS Ordinary Shares – Milan, Italy, in the future to operate under merger and the corresponding formation (economic value added) as well as the 50,000 RAS Ordinary Shares thereof to the the corporate name RAS S.p.A., respectively of an SE, the rights already acquired by the 12 Agenda 13

employees of Allianz AG and RAS regarding involving the SE, one of its subsidiaries or 1976) on the representation of employees With respect to members of employee their involvement in decisions of the one of its establishments in another Member within the Supervisory Board of Allianz AG representations on an operational level of company, a procedure for the involvement State, or which involve issues which exceed will be substituted by the regime of the both Allianz AG and the Allianz Group, there of the employees in the Allianz SE must be the authority of the competent bodies German SE-Employee Participation Act and will be no changes by the change of legal conducted. Its objective is the conclusion on the respective Member State level. The its binding provisions. form into an SE. The existing works councils, of an agreement regarding the involvement right to consultation means, apart from general works councils, economic advisory of employees within the SE, in particular comments by the employee representatives Besides, there are additional supervisory committees (Wirtschaftsausschüsse), group regarding the co-determination within the on events significant to decisions, the boards in which the employees have co- works council and other employee repre- Supervisory Board of Allianz SE and the exchange between the employee represen- determination rights in other group com- sentations on an operational level will be procedure regarding the information and tatives and the management as well as the panies on the basis of the laws applicable. retained. Solely the continuity of the AEC consultation of the employees by formation consulting with the objective of a mutual At Allianz, in addition to the works councils is subject to the outcome of the employee of an SE Works Council or by other means consent, provided, however, that the man- in the individual establishments and the involvement proceeding; in case of the to be agreed upon with the Board of agement remains free in its decision. The general works councils of the individual appliaction of the statutory fall-back solu- Management of Allianz AG and the Board most far-reaching form of influence that is German group companies, a group works tion, the AEC would be substituted by an SE of Directors of RAS. granted, is the co-determination; it either council exists; these are not affected by the Works Council (Sections 22 et seq. German relates to the right to appoint or elect mem- formation of the SE. In addition, a European SE-Employee Participation Act). The employee involvement procedure is bers of the Supervisory Board, or, alterna- Works Council (Allianz Europe Committee – shaped by the principle of protection tively, the right to propose these members AEC) has been established pursuant to Specific issues with respect to the employ- of the acquired rights of the employees of or to object to proposals of third parties. the agreement on cross-border information ees of RAS result from the hive-down of the companies participating in the foun- and consultation of Allianz employees as the RAS business (with the exception of dation of the SE, i.e. Allianz AG and RAS. 12.2 As parent company of Allianz Group, amended by a third amendment dated certain shareholdings and other assets) into The extent of the employee involvement Allianz AG has a Supervisory Board with March 31, 2003 between Allianz AG and the RAS Italia S.p.A. (in the future RAS S.p.A.) within the SE is determined by the defini- 20 members which is composed on a general works councils of Allianz. prior to the merger of RAS into Allianz AG. tion of the terms in Section 2 para.8 of parity basis in accordance with the German The majority of the employees of RAS the German SE-Employee Participation Act Co-determination Act of 1976 (Mitbestim- In contrast, at RAS there is presently no will become employees of RAS Italia S.p.A. (SE-Beteiligungsgesetz, SEBG), which mungsgesetz – MitbestG 1976). With regard employee co-determination at the cor- Approximately 60 employees will not essentially follows Art.2 lit.h) of the Council to the election of the ten employee repre- porate level, i.e. there are no employee become employees of RAS Italia S.p.A., Directive 2001/86/EC of October 8, 2001 sentatives on the Supervisory Board of representatives on the Board of Directors of but will, at first, remain employees of RAS supplementing the Statute for a European Allianz AG, only the employees in Germany RAS, because this is not provided for by and will become employees of Allianz SE Company with regard to the involvement have the active and passive voting right Italian law. There are works councils on the upon the effectiveness of the merger. of employees. Involvement of employees in accordance with the German Co-deter- operational level. therefore means every procedure – in mination Act of 1976 (MitbestG 1976). Upon On October 25, 2005, Allianz AG, RAS and particular information, consultation and effectiveness of the merger and change In principle, the formation of the SE itself the competent Italian trade unions have co-determination – which enables the of legal form of Allianz AG into an SE, the has no consequences for the employees of concluded an agreement. It provides that employee representatives to exercise in- terms of office of the current employee Allianz Group. Their employment contracts these employment contracts which are fluence on the decisions made within representatives as well as the shareholder are being continued as before with the being transferred to RAS Italia S.p.A., are to the company. Information, in this context, representatives of the Supervisory Board respective group company; in the case be continued by the latter under the same means the information of the SE Works expire. The provisions of the German of the employees of Allianz AG, their terms and conditions as hitherto, including Council or other employee representatives Co-determination Act of 1976 (MitbestG employment contracts are being continued Italian stipulations made by collective agree- by the management body of the SE on issues unchanged with Allianz SE. ments. Employees of RAS who become 14 Agenda 15

employees of Allianz SE upon the effective- concerned, respectively, includes, in particu- Body is the responsibility of the employees Members elected or appointed during ness of the merger will continue to be lar,(i) the identity and structure of Allianz AG and their representative bodies involved, or the ongoing negotiations are not definitely employed at their current workplaces. Their and RAS, their concerned subsidiaries of the competent trade unions, respectively. excluded; they can participate in the employment relationships will be continued and concerned establishments, as well as negotiations at any time [Section11 para.2 at the same terms and conditions, including their allocation among the Member States; 12.5 After the nomination of the members sentence 2 of the SE-Employee Participation the Italian stipulations made by collective (ii) the bodies representing employees of the Special Negotiating Body but, in Act (SE-Beteiligungsgesetz, SEBG)]. A agreements existing at the point in time existing within these companies and estab- any case, no later than ten weeks after the member joining at a late stage, however, of the effectiveness of the merger. The lishments; (iii) the number of persons initiation of the procedure by the required has to accept the status of the negotiations stipulations in collective agreements exist- employed in these companies and estab- notification (cf. Section12.3), both the as existing at this time. There is no claim ing at RAS shall apply for the benefit of lishments, and the total number of persons management bodies of the concerned com- for a prolongation of the six months time all employees who are hired after the im- employed in a given Member State deter- panies, i.e. Allianz AG and RAS, may con- limit for the negotiations [Section 20 SE- plementation of the hive-down and the mined on the basis thereof; and (iv) the vene the constitutive meeting of the Special Employee Participation Act (SE-Beteiligungs- merger. If Allianz SE decides to stop such number of employees enjoying co-deter- Negotiating Body. gesetz, SEBG)]. activities that are performed by the trans- mination rights in the corporate bodies of ferred employees of RAS, the concerned these companies. The negotiations commence on the day The objective of the negotiations is the employees shall be entitled to demand to which the management bodies of the conclusion of an agreement on the within 30 days an employment with RAS 12.4 It is provided by statutory law that the companies concerned have invited for the employee involvement in Allianz SE. Subject Italia S.p.A. in the same position and at the employees or their representative bodies constitutive meeting of the Special Nego- matter of the negotiations are the employee same employment terms. concerned, respectively, appoint or elect tiating Body. A maximum duration of co-determination within the Supervisory the members of the Special Negotiating the negotiations of six months is provided Board of Allianz SE and the stipulation of a 12.3 The initiation of the employee involve- Body, which is composed of employee by law, which, however, the parties may procedure regarding the information and ment procedure is conducted in accor- representatives from all Member States of extend to a period of up to one year by consultation of the employees, either by dance with the provisions of the German SE the EU and from all signatory states of the mutual resolution. way of formation of an SE works council or Employee Participation Act (SE-Beteiligungs- European Economic Area (EEA) concerned, by other means. gesetz, SEBG). It requires that the manage- within a period of ten weeks after the The negotiation procedure also takes ment bodies of the participating companies, initiation of the procedure by the required place if the time limit for the election or 12.6 An agreement regarding the involve- i.e. the Board of Management of Allianz AG notification of the employees or their re- appointment of a single or all members ment of employees with regard to the co- and the Board of Directors of RAS, request presentative bodies concerned, respectively. of the Special Negotiating Body elapsed for determination within the Supervisory Board the employees to establish a Special reasons for which the employees are re- shall contain at least stipulations in respect Negotiating Body, and that they notify the The establishment and composition of sponsible (Section11 para.2 sentence1 of of the number of employee representatives employees or their representative bodies the Special Negotiating Body is, in principle, the German SE-Employee Participation Act on the supervisory board, of the procedure concerned, respectively, about the forma- governed by German law (Section 4 and (SE-Beteiligungsgesetz, SEBG)). It is in the according to which these employee repre- tion project. The procedure is to be initiated Section 5 SEBG, respectively). However, interest of the employees to complete the sentatives are appointed, and of the rights – by the required notification – unrequested with regard to the election or appointment election or the appointment of the mem- of such members. According to the binding and without undue delay after the manage- of the members of the Special Negotiating bers of the Special Negotiating Body within provision in Art.40 para.3 of the SE Regula- ment bodies of Allianz AG and RAS have Body from the individual EU Member the ten weeks’ time limit. Delays, for which tion, Section17 para.1 of the German SE- published the merger plan prepared by States and EEA signatory states the relevant the employees are not responsible may Implementation Act, the statutes of AllianzSE them. The required notification of the national provisions of law apply. The lead to a prolongation of the procedure. (Annex I) will stipulate the size of the employees or their representative bodies establishment of the Special Negotiating 16 Agenda 17

Supervisory Board. The corresponding pro- Since the negotiating parties are not forced German employees the right to elect half 12.10 If no agreement regarding the involve- vision in the statutes of Allianz SE provides to opt for an SE works council, they can of the twenty members of the Supervisory ment of employees is being reached within for a Supervisory Board consisting of agree on a different procedure by which Board of Allianz AG. It would have to be the negotiation period, the statutory fall- twelve members. The management bodies the information and consultation of the checked at the time of the resolution relat- back solution applies; the latter can also be of Allianz AG and RAS have furthermore employees is assured. ing to an agreement on the involvement agreed upon as content of the agreement. agreed to maintain the principle of em- of employees whether this would result in a ployee co-determination on a parity basis. In addition, the agreement should stipulate reduction of the co-determination rights, In the present case, the statutory fall-back Accordingly, the statutes of Allianz SE that further negotiations regarding em- compared to the aforementioned status. solution with regard to employee co-deter- provide that six of the members of the ployee involvement shall also be opened mination within the Supervisory Board Supervisory Board are to be appointed by prior to structural changes to the SE. 12.9 The Special Negotiating Body may would have the consequence that the prin- the general meeting upon proposal of theoretically also resolve not to enter into ciple of co-determination on a parity basis the employees. The geographic allocation 12.8 The conclusion of an agreement negotiations or to break off negotiations is maintained, so that half of the members of these employee representatives is deter- for the involvement of employees requires already ongoing. Also in this case the of the Supervisory Board of Allianz SE mined according to an agreement, if any, a resolution adopted by the Special Nego- qualified majority described above would would be employee representatives. How- on the involvement of employees; in case tiating Body which generally adopts resolu- be required. The Supervisory Board of ever, the employee representatives would such an agreement cannot be reached, the tions by a majority of its members, provided Allianz SE would then not be subject to no longer be appointed by the employees geographic allocation would be determined that this majority also represents a majority employee co-determination, neither on the in Germany alone, but by all employees in according to the statutory fall-back solution of the employees. Where an agreement basis of an agreement nor by operation Europe. On the basis of the current number according to Section12.10 below. would lead to a reduction of employee co- of law; the statutory fall-back solution of of employees and their allocation by determination rights, a qualified majority the German SE-Employee Participation Act countries, in a supervisory board composed 12.7 With regard to the stipulation of the requirement of a two-thirds majority of the would not apply. The contemplated provi- of twelve members with six employee proceeding regarding the information and members of the Special Negotiating Body sion of the statutes would deviate in this representatives there would be four seats consultation of the employees, the agree- applies instead, provided that such majority respect, having the effect that the statutes for employees employed in Germany, one ment has to stipulate whether an SE works represents at least two thirds of the would have to be adapted or the co-deter- seat for employees employed in France council will be formed. In case it is formed, employees in at least two Member States. mination would have to be implemented and one seat for employees employed in the number of its members and the allo- solely on the basis of this provision in the Great Britain of the Allianz SE. cation of seats, the information and consul- A reduction of co-determination rights statutes. tation rights and the procedure therefore, would mean that the ratio of employees The employees employed in Germany, the frequency of meetings, the financial within the Supervisory Board of the SE is An SE works council would not be estab- France and Great-Britain would have to and material resources to be made avail- lower than the highest existing ratio within lished. Moreover, the provisions on the nominate their employee representatives, able, the date of entry into force and the the participating companies, or that the right information and consultation within the EU which are elected by the general meeting duration of the agreement, as well as the to elect, appoint, suggest or to refuse mem- Member-States and the EEA signatory states of Allianz SE, pursuant to the regulations circumstances in which the agreement is to bers of a supervisory body of the company, will apply, unless a European Works Council of their respective country. In case a be renegotiated and the procedure to be is abolished or restricted. In the Supervisory exists. With respect to Allianz SE, the AEC nomination would not occur, the SE Works used in this regard, have to be stipulated. Board of Allianz AG, the employees have would continue to exist and would still hold Council would have to nominate them. co-determination rights according to the the right to information and consultation. parity-based co-determination pursuant Upon the resolution not to enter into With regard to the protection of the right to to the German Co-determination Act of negotiations or break off already ongoing information and consultation of the employ- 1976 (MitbestG 1976), which grants to the negotiations the employee involvement ees of Allianz SE, the statutory fall-back procedure is terminated. solution would have the consequence that 18 Agenda 19

an SE Works Council would have to be ment on the involvement of the employees, Annex I to the merger plan 1.4 Public announcements of the Company established, the function of which would be the SE Works Council takes the place of the of December16, 2005: shall be effected in the electronical to safeguard the right to information and Special Negotiating Body for purposes of German Federal Gazette (elektronischer consultation of the employees in the SE. such negotiations. Statutes of Allianz SE Bundesanzeiger). It would be responsible for matters which affect the SE itself, one of its subsidiaries 12.12 The necessary costs incurred by the 1. General Provisions 1.5 The financial year corresponds to the or one of its establishments in another constitution and the activity of the Special §1 calendar year. Member State, or which go beyond the Negotiating Body are borne by Allianz AG 1.1 The Company’s name is Allianz SE with powers of the competent bodies at the level and RAS as well as after its foundation registered office in Munich. §2 of the individual Member States. The SE by Allianz SE as joined debtors (Gesamt- 2.1The share capital amounts to Works Council would have to be informed schuldner). This obligation to bear the costs 1.2 The corporate purpose of the Company EUR1,039,462,400. It is subdivided into and consulted annually with regard to the covers all material and personal resources, is the direction of an international group 406,040,000 shares with no-par value. development of the business situation which arise in connection with the activity of companies, which is active in the areas Each no-par value share grants one vote. and the future prospects of the SE. It would of the Special Negotiating Body, in particu- of insurance, banking, asset management, The share capital of the Company is have to be informed and consulted with lar in connection with the negotiations. In and other financial, consulting, and similar generated through the change of legal form regard to extraordinary circumstances. The particular, there have to be provided for the services. The Company holds interests of Allianz Aktiengesellschaft into Allianz SE composition of the SE Works Council as meetings in the necessary amount rooms, in insurance companies, banks, industrial by way of merger of RIUNIONE ADRIATICA well as the election of its members would, material resources (e.g. telephone, fax, companies, investment companies, and DI SICURTÀ Società per Azioni, Milan, Italy, in principle, follow the provisions applicable necessary literature), interpreters as well as other enterprises. into Allianz Aktiengesellschaft. to the composition and appointment of the office staff and the necessary costs for members of the Special Negotiating Body. travel and for room and board of the mem- As a reinsurer, the Company primarily 2.2 The shares are registered and can only bers of the Special Negotiating Body have assumes insurance business from its be transferred with the approval of the 12.11 In the event of the application of to be borne. Group companies and other companies in Company. The Company will withhold a the statutory fall-back solution, during the which the Company holds direct or indirect duly applied approval only, if it deems this existence of the SE, it is to be reviewed 12.13 The statutory law provisions relating interests. to be necessary in the interest of the Com- every two years by the managing body of to the employee involvement procedure, pany on exceptional grounds; the applicant the SE whether changes within the SE, in particular the provisions of the German 1.3 The Company is authorized to transact will be informed about the reasons. its subsidiaries and establishments require SE-Employee Participation Act, shall not any business and to take any measures, an alteration of the composition of the SE be affected by the provisions in Section12.1 which appear appropriate to serve the 2.3 The Board of Management is author- Works Council. In cases where the statutory through 12.12. Company’s purpose. It may form and ized to increase the Company’s share fall-back solution applies, the SE Works acquire companies and acquire interests in capital once or several times on or before Council, four years after its establishment, Annex I: Statutes of Allianz SE companies as well as manage companies February 7, 2011, upon approval of the has to resolve with the majority of its Annex II: Publication in accordance with or it may confine itself to managing its Supervisory Board, by issuing new regis- members, whether negotiations shall be Art.21of Council Regulation (EC) interests. Within the framework of its object, tered no-par value shares against contri- opened with regard to an agreement for the No.2157/2001 of October 8, 2001 the Company is authorized to raise loans bution in cash and/or in kind by up to a involvement of employees within the SE and to issue bonds. total of EUR 450,000,000, but only up to or whether the then current provisions shall the amount in which the authorized capital continue to apply. In case a resolution to according to Section 2 para.3 of the articles commence negotiations regarding an agree- 20 Agenda 21

of association of Allianz Aktiengesellschaft sale occurs during the term of this authori- no-par value shares against contributions in capital increase shall be carried out only is still available at the time of the effec- zation or the authorization of Allianz AG cash, but only up to the amount in which to the extent that conversion or option tiveness of the change of legal form of pursuant to the resolution of its General the authorized capital according to Section 2 rights are exercised by holders of conversion Allianz Aktiengesellschaft into a European Meeting of February 8, 2006 (agenda para.4 of the articles of association of or option rights attached to bonds that company (SE) pursuant to the merger item 3), subject to the exclusion of subscrip- Allianz Aktiengesellschaft is still available at Allianz SE or Allianz AG or their Group com- plan of December16, 2005 (Authorized tion rights pursuant to Section186 para- the time of the effectiveness of the change panies have issued against cash payments Capital 2006/I). graph 3 sentence 4 of the German Stock of legal form of Allianz Aktiengesellschaft in accordance with the resolution of the Corporation Act (AktG). Furthermore, such into a European company (SE) pursuant to General Meeting of Allianz AG of May 5, If the share capital is increased against con- shares shall count towards this limitation the merger plan of December16, 2005 2004, or that conversion obligations under tributions in cash the shareholders are to that were or must be issued to service (Authorized Capital 2006/II). The Board of such bonds are fulfilled, and only insofar be granted a subscription right. The Board bonds with conversion or option rights or Management may, upon the approval of as no other methods of performance are of Management is authorized, however, to a conversion obligation, provided that the Supervisory Board, exclude the share- used in serving these rights. The Board exclude such shareholder subscription right the bonds were issued during the term of holders’ subscription right in order to issue of Management is authorized to determine upon approval of the Supervisory Board this authorization or the authorization the new shares to employees of Allianz SE further details of the conditional share of Allianz AG pursuant to the resolution and its Group companies. The Board of capital increase. – for fractional amounts; of its General Meeting of February 8, 2006 Management is further authorized, upon (agenda item 3) subject to exclusion the approval of the Supervisory Board, to 2.6 The share capital is conditionally in- – to the extent necessary to grant sub- of subscription rights in corresponding exclude fractional amounts from the share- creased by up to EUR 250,000,000 by issu- scription rights to new shares to holders of application of Section186 paragraph 3 holders’ subscription right. ing up to 97,656,250 new registered no-par bonds issued by Allianz SE or Allianz AG or sentence 4 of the German Stock Corporation value shares with entitlement to share in its Group companies that carry conversion Act (AktG). The Board of Management is authorized, profits from the beginning of the financial or option rights or a conversion obligation, upon the approval of the Supervisory year of their issuance, but only if and up to respectively, to the extent such holders Furthermore, the Board of Management is Board, to determine the additional rights of the amount in which a conditional capital in would be entitled to after having exercised authorized, upon the approval of the the shares and the conditions of the share Section 2 para.6 of the articles of associa- their conversion or option rights or after Supervisory Board, to exclude shareholders’ issuance. tion of Allianz Aktiengesellschaft is stated at any conversion obligation had been fulfilled, subscription rights in the case of a capital the time of the effectiveness of the change respectively; increase against contributions in kind. 2.5 The share capital is conditionally of legal form of Allianz Aktiengesellschaft increased by up to EUR 226,960,000 by into a European company (SE) pursuant to – if the issue price of the new shares is not The Board of Management is also author- issuing up to 88,656,250 new registered the merger plan of December16, 2005 significantly below the stock market price ized, upon the approval of the Supervisory no-par value shares with entitlement to (Conditional Capital 2006). The conditional and the aggregate number of the shares Board, to determine the additional rights of share in profits from the beginning of the capital increase shall be carried out only issued under exclusion of subscription the shares and the conditions of the share financial year of their issuance, but only up to the extent that conversion or option rights pursuant to Section186 paragraph 3 issuance. to the amount the conditional capital in rights are exercised by holders of conversion sentence 4 of the German Stock Corporation Section 2 para.5 of the articles of association or option rights attached to bonds which Act (AktG) does not exceed 10% of the 2.4 Upon the approval of the Supervisory of Allianz Aktiengesellschaft is still stated at Allianz SE or Allianz AG or their Group com- share capital, neither on the date on which Board, the Board of Management is the time of the effectiveness of the change panies have issued against cash payments this authorization takes effect nor on the authorized to increase the share capital of of legal form of Allianz Aktiengesellschaft in accordance with the resolution of the date of the exercise of this authorization. the Company once or several times on or into a European company (SE) pursuant to General Meeting of Allianz AG of February 8, The sale of treasury shares shall be counted before February 7, 2011 by up to a total of the merger plan of December16, 2005 2006, or that conversion obligations under towards this limitation provided that the EUR15,000,000 by issuing new registered (Conditional Capital 2004). The conditional such bonds are fulfilled, and only in so far 22 Agenda 23

as no other methods of performance are 5.2 The Company is legally represented by 4. Supervisory Board The first financial year of Allianz SE will be used in serving these rights. The Board two members of the Board of Management §6 the financial year in which the merger of of Management is authorized to determine or by one member of the Board of Manage- 6.1The Supervisory Board consists of RIUNIONE ADRIATICA DI SICURTÀ Società further details of the conditional share ment together with a person vested with twelve members, who are appointed by the per Azioni into Allianz Aktiengesellschaft capital increase. a general power of attorney under German General Meeting. Of the twelve members, will be registered with the commercial law (Prokurist). six members shall be appointed upon register of Allianz Aktiengesellschaft. The 2.7 If the capital is increased, the entitle- proposal of the employees. The General additional six members of the Supervisory ment to share in profits of new shares may 5.3 The members of the Board of Manage- Meeting is bound to the proposals for Board to be appointed upon proposal be determined in deviation from Section 60 ment shall be appointed by the Supervisory the appointment of the employee represen- of the employees are to be appointed after paragraph 2 of the German Stock Corpo- Board for a maximum term of five years. tatives. conclusion of the employee involvement ration Act (AktG). Repeated appointments, in each case for a procedure. maximum of five years, are permitted. 6.2 Appointed as members of the first §3 Supervisory Board are until the end of the 6.3 As substitute members for the 3.1The shareholders shall not have the right 5.4 The Board of Management constitutes a General Meeting, which will resolve on the Supervisory Board members named in to receive share certificates, unless it is quorum, if all members of the Board of Man- ratification of actions for the first financial paragraph 2 sentence1 are appointed: necessary pursuant to the rules applicable agement are invited and if at least half of its year of Allianz SE, however, not exceeding at a stock exchange where the shares are members – among them the Chairman or a a period of three years: Dr.Albrecht E.H. Schäfer, Munich, listed. member of the Board of Management ap- Corporate Vice President Siemens AG, pointed by him – participates in the meet- Dr.Wulf H.Bernotat, Essen, Chairman of the director Corporate Personnel World, 3.2 Profit participation certificates and ing. Absent members of the Board of Man- Board of Management of E.ON AG, renewal certificates will be issued to the agement may cast their vote in writing, over and bearer. the telephone, by telefax, or by electronic Dr.Gerhard Cromme, Essen, Chairman of media. The absent members of the Board the Supervisory Board of ThyssenKrupp AG, Dr. Jürgen Than, Hofheim a.Ts., 2. Corporate Bodies of Management shall be notified about the attorney at-law, former chief general §4 resolutions passed without undue delay. Dr.Franz B.Humer, Basle, Chairman of the counsel of Dresdner Bank AG. Corporate bodies of the Company are: Board of Directors and CEO of F.Hoffmann- – the Board of Management 5.5 The Board of Management adopts its La Roche AG, They shall become members of the – the Supervisory Board, as well as decisions with a simple majority of the Supervisory Board in the order listed, if a – the General Meeting. members of the Board of Management Prof.Dr.Renate Köcher, Konstanz, member of the Supervisory Board of the participating in adopting the resolution, un- Chairperson of the Institut für Demoskopie shareholders named in paragraph 2 or 3. Board of Management less mandatory statutory provisions require Allensbach, a member substituting such member in the §5 otherwise. In case of a vote tie, the vote of Supervisory Board leaves prior to the expi- 5.1The Board of Management shall consist the Chairman shall be decisive. Igor Landau, Paris, Member of the Board ration of the regular term and the General of at least two persons. Otherwise, the of Directors of Sanofi-Aventis S.A., and Meeting has not elected a successor prior number of the members of the Board of 5.6 The Chairman of the Board of Manage- to such leave. The term of substitute mem- Management shall be determined by the ment has the right to veto a resolution of Dr.Henning Schulte-Noelle, Munich, bers joining the Supervisory Board shall Supervisory Board. the Board of Management (veto right). If Chairman of the Supervisory Board of end with the end of the Shareholders Meet- the Chairman of the Board of Management Allianz AG. ing in which a successor for the member to exercises his veto right, the resolution is be substituted is elected, but in any event deemed not to be adopted. 24 Agenda 25

no later than the point in time in which the the Chairman of the Supervisory Board, the Group companies by virtue of the disposal the Group’s earnings per share for the regular term of the substituted Supervisory oldest member of the shareholder repre- and if in the individual case the market value financial year preceding the year of remu- Board member would have expired. A sub- sentatives of the Supervisory Board will act or, in case of a lack of market value, the neration; stitute member joining the Supervisory as the Chairman of the Supervisory Board. book value of the participation disposed Board and leaving it again prematurely shall Paragraph 3 Sentence1 is applicable. of reaches or exceeds 10% of the equity of c) an annual remuneration, based on the reassume his or her place in the order of the last consolidated balance sheet. Company’s long-term business perform- the substitute members. 8.2 The Chairman of the Supervisory Board ance, of EUR 60 for each one tenth percent- having been elected, the Supervisory Board c) Entering into intercompany agreements age point or part thereof by which the §7 constitutes a quorum if all members are (Unternehmensverträge). Group’s earnings per share increased over a 7.1 The appointment of the members of the invited or requested to adopt a resolution period of three years, such increase being Supervisory Board will be effected by the and if either at least six members, among d) Development of new and abandonment determined by a comparison of the Group’s General Meeting, subject to Section 6 para. them the Chairman, or at least nine mem- of existing business segments, to the extent earnings per share for the year of remu- 2 and 3, for the time until the close of the bers, participate in the resolution. Resolu- such action is of material importance for neration with the Group’s earnings per General Meeting which resolves on the tions shall be taken with the majority of the the Group. share for the third financial year preceding ratification of actions in respect of the fourth members participating in the vote. the year of remuneration. financial year following the beginning of The Supervisory Board may make further the term of office, not counting the financial 8.3 In the case of a tie, the vote of the types of transactions contingent upon its The remuneration based on b) and c) is year in which the term of office begins, but Chairman, and if he does not participate approval. limited to a maximum amount of EUR 24,000 in no case longer than six years. Repeated in the voting, the vote of the Deputy each. The performance-based remuneration appointments are permitted. Chairman shall be decisive (casting vote), §10 will be calculated based on the Group’s provided the Deputy Chairman is a share- The Supervisory Board may alter the earnings for the respective financial year as 7.2 The members and substitute members holder representative. If the Deputy wording of the Statutes. shown in the consolidated financial state- of the Supervisory Board may resign from Chairman is an employee representative, ments prepared in accordance with the office at any time by submitting a written he shall not be entitled to a casting vote. §11 International Financial Reporting Standards declaration to the Board of Management of 11.1 The members of the Supervisory Board (IFRS). In case of subsequent amendments the Company. §9 receive to the Group’s earnings per share, the 9.1 The following types of transactions may amended amount shall apply. If amend- 7.3 In the event of a member leaving the be entered into only upon the Supervisory a) a fixed annual remuneration in an ments to the accounting standards result in Supervisory Board before his term of office Board’s approval: amount of EUR 50,000; an increase or decrease in the Group’s has expired, without a substitute member earnings per share, all the Group’s earnings taking his place, a successor shall be elected a) Acquisition of companies, participations b) a performance-based annual remu- per share amounts relevant for the deter- only for the remaining term of office of the in companies, and parts of companies neration in an amount of EUR150 for each mination of the performance-based remu- member who has left. (except for financial investments), if in the one tenth percentage point or part thereof, neration are to be determined in accord- individual case the market value or, in case by which the Group’s earnings per share ance with the changed standards in order §8 of a lack of a market value, the book value increased over the period of one year, such to ensure comparability. The Allianz AG 8.1From among its members, the Super- reaches or exceeds 10% of the equity of the increase being determined by a comparison Group’s earnings per share reported in visory Board shall elect a Chairman as well last consolidated balance sheet. of the Group’s earnings per share for the the consolidated financial statements for as two Deputy Chairmen for a period corre- financial year, for which the remuneration the years up to and including 2004 are sponding to the term of their office on the b) Disposals of participations (except for is to be paid (year of remuneration) with to be adjusted for the regular amortization Supervisory Board. During the election of financial investments) in a Group company, of goodwill made. to the extent that it leaves the circle of 26 Agenda 27

If the Group’s earnings per share, as deter- 11.4 Supervisory Board members, who than on the last day of the statutory registra- 13.3 The Chairman of the meeting governs mined in accordance with the above rules, served for only part of the financial year, tion period, unless the Board of Manage- the course of the General Meeting. He for the year preceding the year of remunera- shall receive one twelfth of the annual ment determines a later deadline for the determines the order of the speakers. In tion in the case of b) or for the third year remuneration for each month of service registration. The registration deadline is addition, he can reasonably limit the time preceding the year of remuneration in the or any part of such month. The same published together with the notice conven- for the question and speaking rights of the case of c), are below EUR 5, the amount applies to membership in Supervisory ing the General Meeting in the Company’s shareholders; in particular, he may reason- of the Group’s earnings per share relevant Board committees. designated publications (Gesellschafts- ably determine at the beginning or during for the performance-based remuneration blätter). the course of the General Meeting the tem- for these financial years will be EUR 5. 11.5 The remuneration according to para- poral framework of the course of the meet- graphs 1 and 2 is due after the end of the 12.4 Shareholders shall be entitled to ing, of the discussion of the items of the 11.2 The Chairman of the Supervisory Board General Meeting, to which the consolidated participate in the General Meeting and to agenda, as well as the individual question will receive two times, and each deputy financial statements for the year of remu- exercise their voting right if they have and speaking contributions. In determining Chairman one-and-one-half times, the re- neration are submitted or which decides on registered for participation in due time and the amount of time to be allocated to an muneration according to paragraph1. Each their approval. if their respective shares are registered in individual speech or set of questions, the member of a Supervisory Board committee, the share register. Chairman of the meeting can distinguish except for the audit committee will receive 11.6 The Company reimburses the mem- between a first and a repeated request to an additional 25% of the remuneration bers of the Supervisory Board for their 12.5 The voting right may be exercised by take the floor and pursuant to other reason- according to paragraph1, while the Chair- out-of-pocket expenses and the VAT payable representatives. Proxies, which the share- able criteria. man of such committee will receive an on their Supervisory Board activity. The holder delivers to the Company or any additional 50%. Members of the audit Company provides insurance coverage and voting right representative appointed by it, The voting procedure shall be determined committee will receive an additional annual technical support to the Supervisory Board can be granted by electronic means as by the chairman of the meeting. He may fixed remuneration of EUR 30,000, while members to an extent reasonable for carry- further designated by the Company. The determine a sequence of discussion of the Chairman will receive an additional ing out the Supervisory Board duties. details on granting these proxies will items differing from that stated in the con- EUR 45,000. be announced in the Company’s designated vening notice. 5. General Meeting publications (Gesellschaftsblätter) along The total annual remuneration of a member §12 with the notice of the General Meeting. 13.4 Resolutions of the General Meeting of the Supervisory Board shall not exceed 12.1 The regular General Meeting shall be shall be passed, unless mandatory legal two times, and the remuneration of the held within the first six months after the §13 provisions require otherwise, by a simple Chairman of the Supervisory Board shall end of the financial year. 13.1 The General Meeting shall be presided majority of the valid votes cast. Unless this not exceed three times, the remuneration over by the Chairman of the Supervisory conflicts with mandatory legal provisions, according to paragraph1. 12.2 Depending on the choice of the Board Board or, if he is unable to attend, by changes of the statutes require a majority of Management, the General Meeting shall another member of the Supervisory Board of two-thirds of the votes cast, or, as the 11.3 In addition, the members of the Super- be held at the Company’s registered office to be appointed by the Supervisory Board. case may be, if at least one-half of the share visory Board will receive an attendance fee or in another German city with more than capital is represented, the simple majority of EUR 500 for each personal attendance 100,000 residents. 13.2 If announced in the invitation to the of the votes cast. As far as the law requires of meetings of the Supervisory Board and General Meeting, the meeting’s Chairman a capital majority in addition to a majority its committees requiring such personal 12.3 The registration for participation in may permit the audio-visual transmission of of votes for resolutions of the General attendance. Should several such meetings each General Meeting must be received by the General Meeting via electronic media Meeting, a simple majority of the share be held on the same or on consecutive days, the Company at the address notified for in a manner to be specified by him in more the attendance fee will be paid only once. this purpose in the convening notice no later detail. 28 Agenda 29

capital represented at the time the reso- also adopt a resolution for a distribution their respective rights with the effect that SICURTÀ Società per Azioni reaches at least lution is passed shall be sufficient, to in kind instead of or in addition to a cash RIUNIONE ADRIATICA DI SICURTÀ Società 80% of its planned targets in terms of both the extent that this is legally admissible. distribution. per Azioni granted these beneficiaries a total increase of value pursuant to the EVA®- of 680,000 ordinary shares of RIUNIONE concept (economic value added) as well as 6. Annual Financial Statements; 7. Final Provisions ADRIATICA DI SICURTÀ Società per Azioni the annual net income under IAS, and (ii) at Appropriation of Profits §18 at an exercise price of EUR14.324 per the point in time the respective stock option §14 18.1 The formation costs pertaining to the ordinary share in RIUNIONE ADRIATICA DI is exercised, the price per ordinary share in Within the time prescribed by law, the Board merger of RIUNIONE ADRIATICA DI SICURTÀ SICURTÀ Società per Azioni. The names of RIUNIONE ADRIATICA DI SICURTÀ Società of Management shall prepare the annual Società per Azioni (in the following also: the beneficiaries and the number of shares per Azioni is at least 10% higher than the financial statements (balance sheet, income RAS) and Allianz Aktiengesellschaft amount purchased by them, respectively, are shown average price in January 2005 (i.e. at least statement, notes) and the management to EUR 95,000,000. in Annex1which is part of these Statutes. EUR18.794). report as well as the consolidated financial statement and management report 18.2 In the course of the change of legal b) RAS Stock Options Plan 2005 As a result of the resignation of certain for the Group and to submit these to the form of Allianz Aktiengesellschaft into In February 2005, based on a stock option beneficiaries under this stock-option plan, Supervisory Board and to the Auditor. Allianz SE by way of merger of RIUNIONE plan, a managing member (Amministratore the number of exercisable stock-options ADRIATICA DI SICURTÀ Società per Azioni Delegato) of the Board of Directors was reduced from 1,200,000 to 953,000. §15 into Allianz Aktiengesellschaft, the following (Consiglio di Amministrazione) of RIUNIONE If the Board of Management and the Super- benefits have been granted: ADRIATICA DI SICURTÀ Società per Azioni Upon effectiveness of the merger, these visory Board adopt the annual financial as well as other executive employees of stock options will be adapted as follows: statements, they may transfer more than a) RAS Stock Options Plan 2004 RIUNIONE ADRIATICA DI SICURTÀ Società The beneficiaries shall be granted the right one half of the annual net income (Jahres- In connection with the merger, a managing per Azioni and its group companies to purchase 173,241 shares in Allianz SE in überschuss) to other appropriated retained member (Amministratore Delegato) of employed in Italy, who are not members lieu of 953,000 ordinary shares in RIUNIONE earnings (andere Gewinnrücklagen) until the Board of Directors (Consiglio di of the Board of Directors of RIUNIONE ADRIATICA DI SICURTÀ Società per Azioni. one half of the share capital is attained. Amministrazione) of RIUNIONE ADRIATICA ADRIATICA DI SICURTÀ Società per Azioni, The names of the beneficiaries and the DI SICURTÀ Società per Azioni as well as have received as part of their remuneration stock option rights they are entitled to are §16 other executive employees of RIUNIONE 1,200,000 stock options which entitle the shown in Annex1which is part of these To the extent the Company or its legal ADRIATICA DI SICURTÀ Società per Azioni beneficiaries to purchase an identical Statutes. The exercise price shall thereby predecessor, Allianz AG, has issued profit and its group companies employed in amount of ordinary shares in RIUNIONE be EUR 93.99 per share in Allianz SE and participation rights and the respective terms Italy, who are not members of the Board of ADRIATICA DI SICURTÀ Società per Azioni correspond to the average price of Allianz of the profit participation rights result Directors of RIUNIONE ADRIATICA DI at a price of EUR17.085 per share. This shares during the same reference period in a claim to a share in the unappropriated SICURTÀ Società per Azioni, have been exercise price corresponds to the average of time that was applicable for the determi- retained earnings (Bilanzgewinn) for the granted the right to exercise their stock price of the ordinary shares in RIUNIONE nation of the original exercise price for holders of the profit participation rights, option rights granted in 2004 prematurely, ADRIATICA DI SICURTÀ Società per Azioni the ordinary shares in RIUNIONE ADRIATICA any claim of the shareholders to such share i.e. during a tender offer period from Octo- in the month preceding the issuance of DI SICURTÀ Società per Azioni, i.e., from in the unappropriated retained earnings ber 20, 2005 through November 23, 2005 the stock options, i.e. in the period from December 31, 2004 through January 31, (Bilanzgewinn) shall be excluded. of Allianz Aktiengesellschaft to purchase December 31, 2004 through January 31, 2005. The number of shares in Allianz SE to shares of RIUNIONE ADRIATICA DI SICURTÀ 2005. According to the terms and conditions be delivered to the beneficiaries upon exer- §17 Società per Azioni, and not only during for the exercise, the stock options are cise of the stock options shall be calculated The General Meeting decides about the the original exercise period for these stock exercisable from February1, 2008 through according to the ratio of the original exer- appropriation of the unappropriated options from February1, 2006 through January 31, 2012, provided that (i) in the cise price per ordinary share in RIUNIONE retained earnings (Bilanzgewinn). It may January 31, 2011. All beneficiaries exercised fiscal year 2005 RIUNIONE ADRIATICA DI ADRIATICA DI SICURTÀ Società per Azioni 30 Agenda 31

and the exercise price per share in Allianz SE. d) Appointment as Members of the Annex1 to the Statutes of Allianz SE

Condition to the exercise is that RIUNIONE Board of Directors and the Controlling Body Beneficiaries RAS Stock Option Plan 2004 RAS Stock Option Plan 2005 ADRIATICA DI SICURTÀ Società per Azioni Collegio Sindacale of RAS Italia S.p.A. Exercise Price EUR 14.324 Exercise Price EUR 17.085 in the fiscal year 2005 reaches at least As a matter of legal precaution it is further allotted exercised remaining allotted exercised remaining 80% of its planned targets in terms of both noted that members of the Board of Direc- Managing Member increase of value pursuant to the EVA®- tors and of the controlling body Collegio of the Board of Directors concept (economic value added) as well as Sindacale of RIUNIONE ADRIATICA DI Vagnone Paolo 50,000 –50,000 0 100,000 100,000 the annual net income under IAS. SICURTÀ Società per Azioni were appointed General Managers members of the Board of Directors or Riches Pierluigi 50,000 –50,000 0 100,000 100,000 c) Appointment as Member of the Board the controlling body Collegio Sindacale of Scarfò Alessandro 45,000 –45,000 0 65,000 65,000 of Management and the Supervisory Board RAS Italia S.p.A., Milan, Italy (in the future Total General Managers 95,000 –95,000 of Allianz SE to operate under the corporate name Albini Valter 12,000 –12,000 0 15,000 15,000 As a matter of legal precaution, it is noted RAS S.p.A.) prior to the effectiveness of the Allievi Luca 7,000 – 7,000 0 20,000 20,000 Andreoni Aldo 15,000 –15,000 0 15,000 15,000 that, notwithstanding the legal competence merger in the course of the hive-down Bellotto Paolo 20,000 –20,000 0 30,000 30,000 of the Supervisory Board of Allianz SE of the business of RIUNIONE ADRIATICA Biagini Giancarlo 5,000 – 5,000 0 5,000 5,000 under German stock corporation law, the DI SICURTÀ Società per Azioni into RAS Brandolini Dario 11,000 –11,000 0 11,000 11,000 members of the Board of Management of Italia S.p.A. (in the future to operate under Brustia Maria Giuseppina 15,000 –15,000 0 15,000 15,000 Allianz AG in office as of the January1, 2006 the corporate name RAS S.p.A.). These are Candia Camillo 20,000 20,000 Colio Michele 20,000 –20,000 0 30,000 30,000 are expected to be appointed as members for the Board of Directors of RIUNIONE Costantini Pier Giorgio 7,000 – 7,000 0 15,000 15,000 of the Board of Management of Allianz SE. ADRIATICA DI SICURTÀ Società per Azioni Cuttini Attilio 7,000 – 7,000 0 7,000 7,000 Members of the Board of Management or, respectively RAS Italia S.p.A. Giuseppe D’Abramo Daniele 35,000 –35,000 0 45,000 45,000 of Allianz AG as of January1, 2006 will Vita, Michael Diekmann, Paolo Vagnone, Devescovi Maurizio 45,000 –45,000 0 65,000 65,000 be Michael Diekmann, Dr. Paul Achleitner, Paolo Biasi, Detlev Bremkamp, Carlo Buora, Franzi Marco 5,000 5,000 Fumagalli Diego 38,000 –38,000 0 40,000 40,000 Clement Booth, Jan R. Carendi, Enrico Vittorio Colao, Nicola Costa, Rodolfo De Mancino Nicola 7,000 – 7,000 0 7,000 7,000 Cucchiani, Dr.Joachim Faber, Dr.Helmut Benedetti, Klaus Duehrkop, Pietro Ferrero, Marello Marco 30,000 –30,000 0 Perlet, Dr.Gerhard Rupprecht, Jean-Philippe Francesco Micheli, Salvatore Orlando, Militello Salvatore 27,000 –27,000 0 Thierry, Dr.Herbert Walter and Dr.Werner Dr.Helmut Perlet, Giampiero Pesenti, Andrea Milone Giuseppe 7,000 – 7,000 0 7,000 7,000 Zedelius. Pininfarina, Gianfelice Rocca and Carlo Moia Davide 17,000 –17,000 0 20,000 20,000 Monteverdi Stefano 10,000 10,000 Salvatori, whereby Mr.Detlev Bremkamp Morchio Massimo 15,000 –15,000 0 15,000 15,000 Furthermore, members and substitute and Mr.Klaus Duehrkop will cease to Notarbartolo di Villa- members from the group of the shareholder be members as of December 31, 2005. rosa Roberto 30,000 –30,000 0 35,000 35,000 representatives of the Supervisory Board They will be followed by Enrico Cucchiani Plazzotta Marco 15,000 15,000 of Allianz AG shall be appointed members and Dr.Joachim Faber. With respect to Poggi Manuele 5,000 – 5,000 0 5,000 5,000 Raimondi Livio 38,000 –38,000 0 40,000 40,000 or substitute members of the Supervisory the controlling body Collegio Sindacale of Re Mauro 11,000 –11,000 0 15,000 15,000 Board of Allianz SE, respectively (see RIUNIONE ADRIATICA DI SICURTÀ Società Santoliquido Alessandro 47,000 –47,000 0 100,000 100,000 Section 6 para.2 sentence1 and para.3 per Azioni or, respectively RAS Italia S.p.A. Sommella Guido 25,000 –25,000 0 35,000 35,000 sentence1). these are Pietro Manzonetto, Paolo Pascot Stefanelli Salvatore 11,000 –11,000 0 11,000 11,000 and Giorgio Stroppiana, as well as Michele Verderosa Pierluigi 28,000 –28,000 0 35,000 35,000 Carpaneda as substitute member. Total “allotted” 900,000 1,200,000 Total “current” 680,000 –680,000 0 953,000 0 953,000 32 Agenda 33

Annex II to the merger plan of (b) Register, in which the documents RIUNIONE ADRIATICA DI SICURTÀ RAS into Allianz AG, since the Acquiring December16, 2005: referred to in Art.3 para.2 of Directive Società per Azioni Company will not have its registered Merger of RIUNIONE ADRIATICA DI 68/151/EEC are filed, and the number Corporate Secretary office in Italy; SICURTÀ Società per Azioni, Milan, Italy of the entry in that register Attn. Aldo Andreoni (in the following also: RAS) into Allianz Corso Italia, 23 – holders of RAS Savings Shares who will Aktiengesellschaft, Munich, Germany Company register (Registro delle Imprese) I-20122 Milano, Italy not participate in, or will vote against (in the following also: Allianz AG) of Milan, Italy under No.00218610327. This in the extraordinary shareholders’ meet- is where the documents according to Art.3 (d) Indication of the arrangements made in ing of holders of RAS Savings Shares, – Publication in accordance with Art.21 para.2 of the Directive 68/151/EEC are filed. accordance with Art.24 para.2 SE Regulation the resolutions to approve this merger of Council Regulation (EC) No.2157/2001 for the exercise of the rights of minority plan provided that holders of RAS of October 8, 2001 (SE Regulation) – (c) Indication of the arrangements made in shareholders of RAS and the address Savings Shares are not granted shares of accordance with Art.24 para.1 lit.a) to c) at which complete information on those Allianz AG with special economic rights RAS shall be merged with Allianz AG of the SE Regulation for the exercise of the arrangements may be obtained free of as attached to the RAS Savings Shares. (as acquiring company) by way of merger rights of the creditors of RAS and the charge by acquisition without liquidation in address at which complete information on The cash exit liquidation value is deter- accordance with Art.17 para.2 lit.a) of those arrangements may be obtained free According to Art.24 para.2 of the SE Regu- mined pursuant to the average closing price Regulation (EC) No.2157/2001 of the of charge lation, every Member State may, in case of RAS Ordinary Shares and RAS Savings Council of October 8, 2001 on the Statute of the merging companies governed by its Shares, respectively, at the Italian stock for a European company (SE) (hereinafter: According to Art.24 para.1 of the SE Regu- law, adopt provisions designed to ensure exchange within the six-month period prior SE Regulation) lation, with respect to the protection of appropriate protection for minority share- to the publication of the invitations to the creditors of the merging companies, the holders who have opposed the merger. extraordinary shareholders’ meetings For each of the merging companies, the law of the Member States governing the resolving upon the merger respectively following particulars are hereby published respective merging company shall apply Under Italian law, the following provisions the amendment of the corporate purpose according to Art.21 lit a) to e) of the SE as in the case of a merger of public limited- with respect to protection of minority of RAS. In the present case, the liquidation Regulation: liability companies, taking into account, shareholders of RAS exist. value of the cash exit right amounts however, the cross-border nature of the to EUR16.72 per RAS Ordinary Share and 1. RIUNIONE ADRIATICA DI SICURTÀ merger. Cash Exit Right EUR 24.24 per RAS Savings Share. Società per Azioni (RAS) According to Art.2437 para.1 lit.a), c) and Pursuant to Art.2503 of the Italian Civil g) of the Italian Civil Code (Codice Civile), The liquidation value of such cash exit right (a) Type, Name and Registered Office of RAS Code (Codice Civile), RAS’s creditors are cash exit rights will be granted to: will be actually received by the withdrawing entitled to challenge the merger by filing an shareholders of RAS Ordinary Shares or Type: Italian stock corporation opposition within a 60-day period. – Holders of RAS Ordinary Shares and RAS Savings Shares only upon completion (società per azioni) holders of RAS Savings Shares who will of the procedure set forth under Articles Name: RIUNIONE ADRIATICA DI SICURTÀ The address at which complete information not participate in, or vote against in the 2437 et seq. of the Italian Civil Code Società per Azioni, in short: RIUNIONE on the arrangements made for the exercise extraordinary shareholders meeting of (Codice Civile), which essentially contem- ADRIATICA DI SICURTÀ S.p.A. or RAS S.p.A. of the rights of the creditors of RAS may RAS, resolving upon the resolutions to (i) plates the following steps: (i) offer to the Registered office: Milan, Italy, be obtained free of charge, is the following: amend the corporate purpose of RAS as a non-withdrawing RAS shareholders of the registered with the company register result of the hive-down of the business RAS shares tendered by the withdrawing (Registro delle Imprese) of Milan, Italy of RAS or (ii) approve the merger plan of RAS shareholders, (ii) exercise of the under No.00218610327 December16, 2005 on the merger of 34 Agenda 35

preemption right (diritto di prelazione), RIUNIONE ADRIATICA DI SICURTÀ of the SE Regulation for the exercise of the However, the creditors of Allianz AG shall which exceeds the statutory allotment right Società per Azioni rights of the creditors of Allianz AG and be entitled to such right only if they demon- (diritto di opzione), regarding those shares Corporate Secretary the address at which complete information strate that the fulfillment of their claim is remaining after the exercise of the statutory Attn. Aldo Andreoni on those arrangements may be obtained jeopardized by the merger. The creditors allotment right by those shareholders who Corso Italia, 23 free of charge have to be informed of this right in the have exercised such right simultaneously I-20122 Milano, Italy publication of the respective registration. with their statutory preemption right, and According to Art.24 para.1 of the SE According to Section 22 para.2 German (iii) payment for settlement of the obliga- (e) Name and registered office proposed Regulation, with respect to the protection of Transformation Act, creditors do not have tions resulting from the actions referred to for the SE creditors of the merging companies, the the right to demand security if, in case of in points (i) and (ii) above. law of the Member States governing the an insolvency, they have a right to a prefer- The SE which is formed by way of merger respective merging company shall apply ential payment from a fund which has been Action for Annulment of RAS into Allianz AG will have the name as in the case of a merger of public limited- established pursuant to the law for their Shareholders of RAS representing, also “Allianz SE” and its registered office will be liability companies, taking into account, protection and is supervised by the govern- collectively, at least 0.1% of the RAS’ in Munich, Germany. however, the cross-border nature of the ment. Furthermore, creditor protection ordinary share capital may file an action merger. under Section 22 German Transformation for annulment against the shareholders’ 2. Allianz Aktiengesellschaft (Allianz AG) Act in combination with Art.24 para.1 resolution on the merger of the RAS Under German law, creditor protection is SE Regulation is limited to the protection of extraordinary shareholders’ meeting of (a) Type, Name and Registered Office of governed by Section 22 of the German creditors of the German company – i.e. February 3, 2006. Allianz AG Transformation Act (Umwandlungsgesetz – Allianz AG – in cases of a cross border UmwG). Accordingly, security has to be merger, which applies also to the present The action for annulment can be filed Type: German stock corporation provided for the creditors of Allianz AG to case. Creditors of RAS are protected by within 90 days as of the date on which the (Aktiengesellschaft) the extent they cannot demand satisfaction the Italian creditor protection laws (see 1.(c) resolution of the extraordinary share- Name: Allianz Aktiengesellschaft of their claims, provided, however, that above). holders’ meeting will be registered with Registered Office: Munich, Germany, they file in writing their claim stating its the company register (Registro delle registered in the Commercial Register basis and amount within six months after With respect to bond holders of Allianz AG Imprese) of Milan, Italy. Any action for (Handelsregister) of the local court of the day on which the registration of the (especially creditors of convertible bonds, annulment has to be based on grounds Munich under HRB 7158. merger in the register of the registered option bonds and profit bonds) and holders specifically provided for in the Italian office of Allianz AG is deemed to be pub- of securities, other than shares, which carry law. Exclusive jurisdiction lies with the Court (b) Register, in which the documents lished according to Section19 para.3 of the special rights in the managing companies of Milan (Foro di Milano) as the court in referred to in Art.3 para.2 of Directive German Transformation Act. The merger (e.g. holders of profit-participation certifi- whose district RAS has its registered office. 68/151/EEC are filed, and the number of is deemed to be published with the publi- cates of Allianz AG) no specific measures the entry in that register cation of the registration of the merger in are provided. The aforementioned creditor The address at which complete information its entirety in the German Federal Gazette protection rules apply. on the arrangements for the exercise of the Commercial Register (Handelsregister) of (Bundesanzeiger) and in at least one other rights of minority shareholders of RAS may the local court of Munich, Germany, under journal for publication. The publication The special creditor protection rights under be obtained free of charge, is the following: HRB 7158. This is where the documents for such entity shall be deemed to have Sections 8, 13 of the German SE Implemen- referred to in Art.3 para.2 of Directive taken place at the end of the day on which tation Act (SEAG) are, in the present case, 68/151/EEC are filed. the journal was published that contains not applicable, since the registered office of such notice the latest. the future Allianz SE will, from a German (c) Indication of the arrangements made in perspective, be inland. accordance with Art.24 para.1 lit a) to c) 36 Agenda 37

The address at which complete information jurisdiction lies with the district court tion has been registered in the meantime spite of the uneffectiveness may be claimed on the arrangements made for the exercise MunichI (Landgericht MünchenI), Germany, in the commercial register at the registered back. The aforementioned provisions of the rights of the creditors of the com- which is the district court in the district of office of Allianz AG and thereby the merger apply accordingly to agreements that are pany may be obtained free of charge, is the which Allianz AG has its registered office. has become effective as a result of an ap- concluded to avoid a lawsuit. following: proval procedure (Freigabeverfahren) pur- A contestation action, too, has to be insti- suant to Section16 para.3 of the German By contrast, in the present case, share- Allianz Aktiengesellschaft tuted within one month of the adoption of Transformation Act. In this case, Allianz SE holders of Allianz AG do not have a cash Group Legal Services a resolution by the shareholders’ meeting of would be obliged pursuant to Section16 exit right. Although Section 7 German SE Attn. Dr.Peter Hemeling Allianz AG. In general, it can be based upon para.3 sentence 6 of the German Transfor- Implementation Act (SEAG) does provide Königinstraße 28 every violation of the law or the articles of mation Act to reimburse the defendant of for such a cash exit right for the benefit of D-80802 München, Germany association. Every shareholder of Allianz AG the approval procedure for any damages the shareholders of the transferring com- who attended the shareholders’ meeting which he suffers from the registration of the pany, provided the registered office of the (d) Indication of the arrangements made in has standing to institute a contestation merger due to the approval order (Freigabe- future SE will, from a German perspective, accordance with Art.24 para.2 SE Regulation action, provided, however, that he recorded beschluss). The abolishment of the effects be abroad. Section 7 of the German SE for the exercise of the rights of minority in writing his objection to the resolution in of the registration of the merger in the Implementation Act (SE-Ausführungsgesetz, shareholders of Allianz AG and the address the minutes of the meeting. Shareholders commercial register at the registered office SEAG) does not apply in the present case, at which complete information on those who did not attend the shareholders’ meet- of Allianz AG resp. Allianz SE cannot be since Allianz AG will be the receiving com- arrangements may be obtained free of ing only have standing to institute a contes- claimed as damages. pany and the registered office of the future charge tation action if they were wrongfully denied Allianz SE will be within Germany. admission to the shareholders’ meeting, if The termination of the procedures, without According to Art.24 para.2 of the SE Regu- notice of the meeting was not properly regard to its reason, has to be published by The address at which complete information lation, every Member State may, in case of given, if the object of the resolution was Allianz AG without undue delay in its desig- on the arrangements for the exercise of the merging companies governed by its not properly published or insofar as the nated company journals (Gesellschafts- the rights of minority shareholders may be law, adopt provisions designed to ensure contestation action is based on Section 243 blätter) (Sections 248a sentence1 of the obtained free of charge, is the following: appropriate protection for minority share- para.2 German Stock Corporation Act German Stock Corporation Act). The publi- holders who have opposed the merger. (pursuit of special advantages). Here too, cation of the termination of the procedures Allianz Aktiengesellschaft exclusive jurisdiction lies with the district has to contain pursuant to Sections 248a Group Legal Services Shareholders of Allianz AG may file an court Munich I (Landgericht München I), sentence 2, 149 para.2 and 3 German Stock Attn. Dr.Peter Hemeling action for annulment or a contestation Germany, which is the district court in the Corporation Act the kind of termination, Königinstraße 28 action with respect to the shareholders’ district of which Allianz AG has its regis- all agreements related thereto, including D-80802 München, Germany resolution of the Allianz AG extraordinary tered office. ancillary agreements, in their full text and general meeting of February 8, 2006. the names of the parties. Benefits, if any, of (e) Name and registered office proposed If, upon a contestation action or an action Allianz AG and benefits granted by third for the SE The action for annulment can be filed of annulment, the shareholder resolution parties which are attributable to Allianz AG within one month of the adoption of the has been declared void by a final and bind- have to be described separately and have The SE which is formed by way of the resolution by the shareholders’ meeting ing judgment, such judgment shall be bind- to be emphasized. The full publication is merger of RAS into Allianz AG will have the (Section14 para.1 of the German Transfor- ing on all shareholders and the members of prerequisite for the validity of all obligations corporate name “Allianz SE” and its regis- mation Act). It has to be based on grounds the Board of Management and the Super- entered into. The effectiveness of actions tered office will be in Munich, Germany. for annulment specifically provided for in visory Board, even if such persons were not terminating the court proceedings the law [Section 241 of the German Stock parties to the action. The annulment of the (verfahrensbeendigende Maßnahmen) ***** Corporation Act (Aktiengesetz)]. Exclusive resolution cannot be declared if the resolu- remains unaffected. Payments made in End of Annex 38 Agenda 39

2. Capital Increase to Implement the Merger for 3 (three) shares of the future Allianz SE by issuing new registered no-par value occurs during the term of this The Board of Management and the Super- as well as 19 (nineteen) ordinary shares shares against contribution in cash authorization, subject to the exclusion visory Board propose to resolve: (azioni ordinarie) of RIUNIONE ADRIATICA and/or in kind by up to a total of of subscription rights pursuant to DI SICURTÀ Società per Azioni, Milan, Italy, EUR 450,000,000 (Authorized Capital Section186 paragraph 3 sentence 4 To implement the merger with RIUNIONE for 3 (three) shares of the future Allianz SE. 2006/I). of the German Stock Corporation Act ADRIATICA DI SICURTÀ Società per Azioni, The Board of Management is authorized to (AktG). Furthermore, such shares the share capital of the Company will be determine the further details of the capital If the share capital is increased against shall count towards this limitation increased by up to EUR 64,315,543.04 increase and its implementation. contributions in cash the shareholders that were or must be issued to service (in words: Sixty four million three hundred are to be granted a subscription right. bonds with conversion or option fifteen thousand five hundred forty three 3. Creation of an Authorized Capital 2006/I, The Board of Management shall be rights or a conversion obligation, Euro and four Cent). The capital increase Cancellation of the Authorized Capital authorized, however, to exclude such provided that the bonds were issued will be performed by the issuance of up to 2004/I and Corresponding Amendment shareholders’ subscription right upon during the term of this authorization 25,123,259 new registered no-par value to the Articles of Association the approval of the Supervisory Board subject to exclusion of subscription shares. The new shares shall carry dividend The statutes of the future Allianz SE – for fractional amounts; rights in corresponding application of rights as from January1, 2006. Deviating (see item 1 of the Agenda) provide for an – to the extent necessary to grant sub- Section186 paragraph 3 sentence 4 from the foregoing provision, in the event Authorized Capital 2006/I in Section 2 scription rights to new shares to of the German Stock Corporation Act that the merger of RIUNIONE ADRIATICA paragraph 3 in an amount of up to holders of bonds issued by Allianz AG (AktG). DI SICURTÀ Società per Azioni, Milan, Italy, EUR 450,000,000. The Authorized Capital or its Group companies that carry into Allianz Aktiengesellschaft will only 2004/I of Allianz AG (Section 2 paragraph 3 conversion or option rights or a con- Furthermore, the Board of Management become effective after the beginning of of the Articles of Association of Allianz AG) version obligation, respectively, to shall be authorized, upon the approval of January1, 2007, the new shares shall then has been partially utilized and currently the extent such holders would be the Supervisory Board, to exclude share- carry dividend rights only as from January1, amounts to EUR 424,100,864 (originally entitled to after having exercised their holders’ subscription rights in the case of 2007. In the event of a further delay of the EUR 450,000,000). Also to achieve a syn- conversion or option rights or after a capital increase against contributions in effectiveness of the merger after the begin- chronization of the Authorized Capitals of any conversion obligation had been kind. ning of January1 of a subsequent year, the Allianz AG and the future Allianz SE, a new fulfilled, respectively; commencement of the dividend rights shall Authorized Capital 2006/I for Allianz AG – if the issue price of the new shares The Board of Management shall also be be delayed according to the foregoing pro- is intended to be created and the current is not significantly below the stock authorized, upon the approval of the Super- vision for one year at a time, respectively. In Authorized Capital 2004/I simultaneously market price and the aggregate visory Board, to determine the additional the course of the merger of RIUNIONE to be cancelled. number of shares issued under exclu- rights of the shares and the conditions of ADRIATICA DI SICURTÀ Società per Azioni, sion of subscription rights pursuant the share issuance. Milan, Italy, into Allianz Aktiengesellschaft, The Board of Management and the Super- to Section186 paragraph 3 sentence 4 the new shares shall be issued as con- visory Board, therefore, propose that the of the German Stock Corporation Act b) Section 2 paragraph 3 of the Articles of sideration to the outside shareholders of following resolution be adopted: (AktG) does not exceed 10% of the Association shall be amended as follows: RIUNIONE ADRIATICA DI SICURTÀ share capital, neither on the date on “3. The Board of Management is Società per Azioni, Milan, Italy, at the ratio a) The Board of Management shall be which this authorization takes effect authorized to increase the Company’s of 19 (nineteen) savings shares (azioni authorized to increase the Company’s nor on the date of exercise of this share capital once or several times on di risparmio) of RIUNIONE ADRIATICA DI share capital once or several times on authorization. The sale of treasury or before February 7, 2011, upon SICURTÀ Società per Azioni, Milan, Italy, or before February 7, 2011, upon the shares shall be counted towards approval of the Supervisory Board, by approval of the Supervisory Board, this limitation provided that the sale 40 Agenda 41

issuing new registered no-par value occurs during the term of this d) The Board of Management is instructed a) Upon the approval of the Supervisory shares against contribution in cash authorization, subject to the exclusion to file the resolution on the cancellation Board, the Board of Management shall and/or in kind by up to a total of of subscription rights pursuant to of the Authorized Capital 2004/I with be authorized to increase the share EUR 450,000,000 (Authorized Capital Section186 paragraph 3 sentence 4 the commercial register (Handels- capital of the Company once or several 2006/I). of the German Stock Corporation Act register) in such a manner that the times on or before February 7, 2011, by (AktG). Furthermore, such shares cancellation will only be entered into up to a total of EUR15,000,000 by issu- If the share capital is increased against shall count towards this limitation the commercial register if the new ing new registered no-par value shares contributions in cash the shareholders that were or must be issued to service Authorized Capital 2006/I to be adopted against contributions in cash (Autho- are to be granted a subscription right. bonds with conversion or option pursuant to lit.a) and b) of this Agenda rized Capital 2006/II). The Board of The Board of Management is authorized, rights or a conversion obligation, item will be registered at the same time. Management may, upon the approval of however, to exclude such shareholder provided that the bonds were issued the Supervisory Board, exclude share- subscription right upon approval of the during the term of this authorization 4. Creation of an Authorized Capital 2006/II holders’ subscription rights in order to Supervisory Board subject to exclusion of subscription for the Issuance of Shares to Employees, issue the new shares to employees of – for fractional amounts; rights in corresponding application of Cancellation of the Authorized Capital Allianz AG and its Group companies. – to the extent necessary to grant sub- Section186 paragraph 3 sentence 4 2004/II and Corresponding Amendment The Board of Management shall further scription rights to new shares to of the German Stock Corporation Act to the Articles of Association be authorized, upon the approval of the holders of bonds issued by Allianz AG (AktG). The statutes of the future Allianz SE (see Supervisory Board, to exclude fractional or its Group companies that carry item 1 of the Agenda) provide in Section 2 amounts from the shareholders’ sub- conversion or option rights or a Furthermore, the Board of Management paragraph 4 for an Authorized Capital scription right. conversion obligation, respectively, to is authorized, upon the approval of 2006/II in an amount of EUR15,000,000. the extent such holders would be the Supervisory Board, to exclude share- The Authorized Capital 2004/II of Allianz AG The Board of Management shall be entitled to after having exercised their holders’ subscription rights in the case which was created for purposes of issuing authorized, upon the approval of the conversion or option rights or after of a capital increase against contribu- shares to employees (Section 2 paragraph 4 Supervisory Board, to determine the any conversion obligation had been tions in kind. of the Articles of Association of Allianz AG) additional rights of the shares and the fulfilled, respectively; has been partially utilized and currently conditions of their issuance. – if the issue price of the new shares The Board of Management is also amounts to EUR 4,356,736 (originally EUR is not significantly below the stock authorized, upon the approval of the 10,000,000). Also to achieve a synchroniza- b) Section 2 paragraph 4 of the Articles of market price and the aggregate num- Supervisory Board, to determine the tion of the authorized capitals of Allianz AG Association shall be amended as follows: ber of the shares issued under exclu- additional rights of the shares and and the future Allianz SE, a new Authorized “4. Upon the approval of the Super- sion of subscription rights pursuant the conditions of the share issuance.” Capital 2006/II shall be created and the visory Board, the Board of Management to Section186 paragraph 3 sentence 4 current Authorized Capital 2004/II shall be is authorized to increase the share of the German Stock Corporation Act c) The Authorized Capital 2004/I pursuant simultaneously cancelled. capital of the Company once or several (AktG) does not exceed 10% of the to Section 2 paragraph 3 of the Articles times on or before February 7, 2011 share capital, neither on the date on of Association, adopted by the General The Board of Management and the Super- by up to a total of EUR15,000,000 by which this authorization takes effect Meeting on May 5, 2004 under item 5 visory Board, therefore, propose that the issuing new registered no-par value nor on the date of the exercise of this of the Agenda, still existing in the following resolution be adopted: shares against contributions in cash authorization. The sale of treasury amount of EUR 424,100,864, shall be (Authorized Capital 2006/II). The Board shares shall be counted towards this cancelled upon effectiveness of the new of Management may, upon the approval limitation provided that the sale Authorized Capital 2006/I. 42 Agenda 43

of the Supervisory Board, exclude the 5. Approval of New Authorization to Issue of options. Taking into account the still limited to the appropriate equiva- shareholders’ subscription right in order Bonds Carrying Conversion and/or outstanding options, the Conditional Capital lent amount in Euros. The bonds to issue the new shares to employees Option Rights, Creation of Conditional 2004 shall be reduced to EUR 5,632,000. may also be issued by Group com- of Allianz AG and its Group companies. Capital 2006, Cancellation of the Existing panies of the Company; in such case The Board of Management is further Authorization to Issue Bonds Carrying The Board of Management and the Super- the Board of Management shall authorized, upon the approval of the Conversion or Option Rights, for the visory Board, therefore, propose that the be authorized to issue a guarantee Supervisory Board, to exclude fractional Amount not Utilized, Corresponding following resolution be adopted: in respect of the bonds on behalf amounts from the shareholders’ sub- Reduction of the Conditional Capital 2004 of the Company and to grant the scription right. and Amendment to the Articles of a) Authorization to Issue Bonds Carrying holders of such bonds conversion Association Conversion and/or Option Rights or option rights, as applicable, on The Board of Management is authorized, By resolution pertaining to item 7 of the shares of the Company. upon the approval of the Supervisory Agenda for the General Meeting on May 5, aa) Nominal Amount, Term of Board, to determine the additional 2004, the Board of Management has been Authorization, Number of Shares bb) Granting of Subscription Rights, rights of the shares and the conditions authorized, upon the approval of the The Board of Management of Exclusion of Subscription Rights of the share issuance.” Supervisory Board, to issue bonds carrying Allianz AG or Allianz SE, respectively, Shareholders shall generally have a conversion or option rights for shares of shall be authorized, upon the subscription right to acquire the c) The Authorized Capital 2004/II pursuant the Company, on one or more occasions, approval of the Supervisory Board, bonds. The bonds may also be to Section 2 paragraph 4 of the Articles on or before May 4, 2009, with a nominal to issue bonds carrying conversion acquired by one or several financial of Association, adopted by the General value of up to EUR10,000,000,000. This and/or option rights, in bearer institutions provided that such Meeting on May 5, 2004 under item 6 authorization has been partially utilized by or registered form (hereafter jointly institutions commit to offer them of the Agenda, still existing in the issuing a bond carrying option rights with a referred to as “the bonds”) once for purchase to the shareholders. amount of EUR 4,356,736, shall be nominal value of EUR1,400,000,000 in the or several times on or before The Board of Management shall, cancelled upon the effectiveness of the year 2005. In order to still be able to issue February 7, 2011, with a nominal however, be authorized, upon the new Authorized Capital 2006/II. in adequate amount bonds carrying conver- amount of up to EUR10,000,000,000 approval of the Supervisory Board, sion and/or option rights also by Allianz SE, with or without definite maturity, to exclude subscription rights of d) The Board of Management is instructed a new authorization shall be created and and to grant the holders of the shareholders to file the resolution on the cancellation the existing authorization shall be cancelled bonds conversion or option rights – for fractional amounts; of the Authorized Capital 2004/II with to the extent it has not yet been utilized. for the shares of the Company in a – to the extent necessary to grant the commercial register in such a Accordingly, a new conditional capital shall proportionate amount of the share subscription rights to new shares manner that the cancellation will only be created (Conditional Capital 2006) and capital of up to EUR 250,000,000 of the Company to holders of be entered into the commercial register the Conditional Capital 2004 (Section 2 in accordance with the terms and bonds that carry conversion if the new Authorized Capital 2006/II paragraph 5 of the Articles of Association) conditions of the respective bonds. or option rights or conversion to be adopted pursuant to lit.a) and b) shall be reduced taking into account the The bonds may also be issued obligations to such an extent as of this Agenda item will be registered at utilized authorization. In connection there- against contributions in kind. such holders would be entitled the same time. with, it has to be taken into account that to after having exercised their the Conditional Capital 2004 has been In addition to issuances in Euro, the conversion or option rights or reduced from originally EUR 250,000,000 to bonds may also be issued in the after any conversion obligations EUR 226,960,000 as a result of the exercise legal currency of an OECD country – have been fulfilled, respectively; 44 Agenda 45

– if the bonds are issued against in kind is appropriate in relation terms and conditions of the bonds system) over the ten trading days payment in cash and the issue to the market value of the bonds may entitle the Company to settle preceding the day on which the price is not significantly lower as calculated in accordance with in cash, either in part or in whole, Board of Management resolves to than the theoretical market value the preceding paragraph. any difference between the nomi- issue the bonds carrying conversion of the bonds as calculated using nal value of the convertible bonds or option rights, or at least 80% of recognized finance-mathematical cc) Conversion Right, Conversion and the result obtained from multi- the average closing auction prices methods. The opinion of an expe- Obligation plying a stock market price of the of Allianz AG or Allianz SE shares, rienced investment bank or audit If bonds carrying conversion rights shares at the time of the mandatory respectively, in the Xetra-trading firm shall be obtained to deter- are issued, the holders can convert exchange (such price to be more (or any comparable succeeding mine such market value. This their bonds into Company shares closely defined in the terms and system) over the days on which the authorization to exclude subscrip- in accordance with the terms conditions of the bonds, but to rights are traded on the Frankfurt tion rights shall only apply, how- and conditions of the bonds. The amount to at least 80% of the rele- Stock Exchange, except the last two ever, to bonds carrying rights proportionate share in the share vant stock market price per share trading days of the rights trading to receive shares corresponding capital of the shares to be issued for the lower conversion price limit, period. to a proportionate amount of the upon conversion shall not exceed pursuant to lit.ee) below) and the share capital not exceeding 10% the nominal value of the convertible exchange ratio. Notwithstanding Section 9 para- in the aggregate, neither on the bond. The exchange ratio shall be graph1 of the German Stock date on which this authorization calculated by dividing the nominal dd) Option Right Corporation Act, the terms and takes effect nor on the date of value of the bond by the fixed If bonds carrying option rights are conditions of the bonds carrying exercise of this authorization. The conversion price for one share of issued, one or more warrants shall conversion or option rights, respec- sale of treasury shares shall be the Company. The exchange ratio be attached to each bond, entitling tively, may contain anti-dilution counted towards this limitation if may also be calculated by dividing the bearer to purchase shares clauses to provide protection during the sale occurs during the term of the issue price of the bond, which of the Company in accordance with the conversion or option period, this authorization and subscrip- may be lower than its nominal the terms and conditions of the respectively, against the Company tion rights are excluded pursuant value, by the fixed conversion price warrants to be more closely defined raising its share capital, issuing to Section186 paragraph 3 sen- for one share of the Company. The by the Board of Management. additional bonds carrying conver- tence 4 of the German Stock Cor- exchange ratio may be rounded The proportionate share in the sion or options rights, or granting poration Act. In addition, shares up or down to a whole number; in share capital of the shares to be or guaranteeing further option issued during the term of this addition, a cash premium may be issued per bond may not exceed rights without granting the holders authorization from Authorized provided for. Also it may be pro- the nominal value of the bond. of conversion or option rights the Capital shall be counted towards vided for that fractional amounts subscription rights to which they this limit provided that subscrip- are to be combined and/or settled ee) Conversion/Option Price would be entitled if they exercised tion rights are excluded pursuant in cash. The terms and conditions The conversion or option price, as their conversion or option rights or to Section186 paragraph 3 of the bonds may also provide for a applicable, per share must be equal if the conversion obligation were sentence 4 of the German Stock variable exchange ratio. to either at least 80% of the aver- fulfilled, respectively. The terms and Corporation Act; age closing auction prices of shares conditions may also provide for a – if the bonds are issued against The terms and conditions of the of Allianz AG or Allianz SE, respec- value-preserving adjustment of the contributions in kind, provided bonds may also provide for a con- tively, in the Xetra-trading system conversion or option price if the that the value of the contribution version obligation. In such case, the (or any comparable succeeding Company implements other meas- 46 Agenda 47

ures that might result in a dilution gg) Authorization to Stipulate Further granted under bonds issued against “5. The share capital is conditionally of the value of the conversion or Terms and Conditions of the Bonds cash are exercised or that conversion increased by an amount of up to option rights. The proportionate The Board of Management shall be obligations of such bonds are fulfilled, EUR 5,632,000 through issuance share in the share capital of the authorized to determine (on its and to such extent as no other methods of up to 2,200,000 new registered shares to be issued per bond may own or, if applicable, in agreement of servicing these rights are used. no-par value shares with entitle- in no instance exceed the nominal with the administrative bodies of ment to share in profits from the value of the bond. the Group companies issuing the The Board of Management shall be beginning of the financial year of bonds carrying conversion or option authorized to determine further details their issuance (Conditional Capital ff) Further Structuring Possibilities rights) additional details related to of the conditional capital increase. 2004). The conditional capital The individual terms and conditions the issuance of the bonds and the increase shall be carried out only to of the bonds may provide that terms and conditions of the bonds, c) Cancellation of Authorization Dated the extent that conversion or option treasury shares be issued in the particularly with respect to interest May 5, 2004, to the Extent Not Yet rights are exercised by holders of case of a conversion or exercise of rate, issue price, term and denomi- Utilized, and Respective Reduction of bonds that Allianz AG or its Group option rights. Moreover, the terms nation, conversion or option price, Conditional Capital 2004 companies have issued against cash and conditions may provide for the and conversion or option period. The authorization to issue bonds carry- payments in accordance with the Company not to grant to holders ing conversion or option rights, resolved resolution of the General Meeting of conversion or option rights b) Conditional Capital Increase by the General Meeting under item 7 of May 5, 2004, or that mandatory shares in the Company, but to pay The share capital shall be conditionally of the agenda on May 5, 2004, shall be conversion obligations are fulfilled, the equivalent amount in cash. The increased by an amount of up to cancelled, to the extent it has not yet and only insofar as no other terms and conditions of the bonds EUR 250,000,000 by issuing up to been utilized. Accordingly, the Condi- methods of servicing these rights carrying conversion or option rights 97,656,250 new registered no-par value tional Capital 2004 pursuant to Section 2 are used. The Board of Management may also provide for a variable shares with entitlement to share in paragraph 5 of the Articles of Associa- is authorized to determine the number of shares to be issued upon profits from the beginning of the finan- tion shall be reduced to EUR 5,632,000. further details of the conditional exercise of the option or conversion cial year of their issuance (Conditional This cancellation and reduction shall share capital increase.” rights or upon fulfillment of the Capital 2006). The conditional capital only become effective after the new conversion obligations, as applica- increase shall enable the issuance of authorization to issue bonds carrying bb) Section 2 of the Articles of Associa- ble; or the terms and conditions shares to the holders of bonds issued conversion or option rights, as resolved tion (Conditional Capital 2006) may provide for a variable exchange in accordance with the authorization upon with respect to lit.a), as well as shall be amended by the following ratio, and/or for an adjustment referred to above, to the extent that the new Conditional Capital 2006, paragraph 6; the previous para- of the option or conversion price such bonds have been issued against as resolved upon with respect to lit.b), graph 6 shall now be paragraph 7: during the term of the bonds within payment in cash. have become effective. “6. The share capital is conditionally a range to be determined by the increased by up to EUR 250,000,000 Board of Management to reflect the The issuance of the new shares shall be d) Amendment to the Articles of by issuing up to 97,656,250 new performance of the share price or made on the basis of the conversion or Association registered no-par value shares with as a result of anti-dilution clauses. option price determined in accordance aa) Due to the reduction of the entitlement to share in profits with the authorization referred to above. Conditional Capital 2004, Section 2 from the beginning of the financial The conditional capital increase shall paragraph 5 of the Articles of Asso- year of their issuance (Conditional be carried out only to the extent that ciation (Conditional Capital 2004) Capital 2006). The conditional conversion or option rights, respectively, shall be amended as follows: capital increase shall be carried out 48 Agenda 49

only to the extent that conversion General Meeting on May 4, 2005, expires amount of treasury shares acquired, or option rights are exercised by on November 3, 2006. Also to accommo- c) The trading position in shares acquired together with other treasury shares held holders of conversion or option date the planned change of legal form of for this purpose shall not, at the end of by Allianz AG resp. Allianz SE (or shares rights attached to bonds which Allianz AG into an SE, this authorization any day, exceed 5% of the share capital that the Company is deemed to hold Allianz AG or its Group companies shall be renewed. In particular, this allows of Allianz AG resp. Allianz SE. according to Sections 71a et seq. of the have issued against cash payments Dresdner Bank AG, Frankfurt am Main, German Stock Corporation Act) shall at in accordance with the resolution of which belongs to the Allianz Group, to d) This authorization shall be effective until no time exceed 10% of the share capital. the General Meeting of February 8, trade in shares of Allianz AG or Allianz SE, August 7, 2007. The currently existing This authorization shall not be used for 2006, or that conversion obligations respectively. authorization to acquire treasury shares the purpose of trading in the Company’s under such bonds are fulfilled, and for trading purposes, adopted by the shares. only insofar as no other methods The Board of Management and Supervisory General Meeting on May 4, 2005 and of performance are used in serving Board, therefore, propose that the following expiring on November 3, 2006, shall be b) This authorization may be exercised in these rights. The Board of Manage- resolution be adopted: cancelled upon the new authorization part or in whole and once or several ment is authorized to determine becoming effective. times, to pursue one or several purposes further details of the conditional a) Domestic or foreign credit institutions, by Allianz AG resp. Allianz SE or by share capital increase.” within the meaning of Section 71 para- 7. Authorization to Acquire and Utilize other companies controlled or majority- graph1 no.7 of the German Stock Cor- Treasury Shares for Other Purposes owned by Allianz AG resp. Allianz SE e) Registration with the Commercial poration Act, that are majority-owned The authorization granted to the Board or by third parties acting for the account Register by Allianz AG resp. Allianz SE shall be of Management by the General Meeting of such companies or for the account In order to ensure that the reduction of authorized to buy and sell shares of the on May 4, 2005 to acquire treasury shares of the Company, respectively. This the existing Conditional Capital 2004 Company for trading purposes. The total pursuant to Section 71 paragraph1 no.8 of authorization shall be effective until will not become effective without being number of shares acquired, together the German Stock Corporation Act expires August 7, 2007. The authorization to replaced by the new Conditional Capital with other treasury shares held by the on November 3, 2006. Also to accommo- acquire treasury shares for other pur- 2006 pursuant to the foregoing resolu- Company (or that the Company is date the planned change of legal form of poses, granted at the General Meeting tion, the Board of Management is deemed to hold according to Sections Allianz AG into an SE, this authorization of Allianz AG on May 4, 2005, shall instructed to file the reduction of the 71a et seq. of the German Stock Corpo- shall be renewed. The proposed resolution be cancelled upon coming into effect of Conditional Capital 2004 with the com- ration Act), shall at no time exceed 10% sets forth the possibilities of the Company this new authorization. mercial register in such a manner that of the share capital. both with regard to the modalities of the the reduction will only be entered in the acquisition of treasury shares and their sub- c) The share repurchase may be carried commercial register if the new Condi- b) Based on this resolution, shares shall sequent use. out, at the discretion of the Board of tional Capital 2006 is entered in the be acquired only if the consideration Management, (1) through a stock commercial register at the same time. paid per share does not exceed by more The Board of Management and the Super- exchange, (2) through a public tender than 10%, and does not fall short of visory Board propose that the following offer, or (3) through a public exchange 6. Authorization to Acquire Treasury Shares by more than 10%, the average market resolution be adopted: offer for shares of a stock exchange- for Trading Purposes price of shares of Allianz AG resp. listed company within the meaning of The authorization to acquire treasury Allianz SE (in the Xetra-trading system a) Allianz AG resp. Allianz SE shall be Section 3 paragraph 2 of the German shares for trading purposes according to or any comparable succeeding system) authorized to acquire treasury shares in Stock Corporation Act. Section 71 paragraph1 no.7 of the German during the three trading days preceding an amount of up to 10% of the current (1) If the shares are repurchased over a Stock Corporation Act, adopted by the the acquisition of the shares. share capital of Allianz AG; the total stock exchange, the purchase price 50 Agenda 51

per share (excluding incidental rata to their participation quota is closing price in the Xetra-trading (1) The shares can be sold in ways costs) shall not exceed by more excluded. Preferential acceptance system (or, if the respective shares other than on a stock exchange or than 15%, and not fall short of by may be provided for small lots of are not traded in the Xetra-trading through an offer to the share- more than 15%, the opening auc- up to 100 tendered shares per system, the trading system used in holders if they are sold for cash at tion price on the respective trading shareholder. The public tender offer the particular market segment that a price not substantially below day in the Xetra-trading system may stipulate additional conditions. is most similar to Xetra) on the the stock exchange price of shares (or any comparable succeeding third trading day prior to the public of the Company at the time of the system). (3) If the shares are acquired through a announcement of the exchange sale. This authorization is, however, public tender offer to exchange offer. If, after the public announce- subject to the requirement that the (2) If the shares are repurchased Allianz AG resp. Allianz SE shares ment of the public exchange offer, total number of shares sold under through a public tender offer, the for shares of a stock exchange-listed substantial deviations of the rele- exclusion of subscription rights tender price per share or the high company within the meaning of vant prices occur, the offer can be pursuant to Section186 paragraph 3 and low ends of the price range Section 3 paragraph 2 of the German adjusted. In such a case the basis of sentence 4 of the German Stock (without incidental costs) shall not Stock Corporation Act (“exchange the adjustment will be the relevant Corporation Act shall not exceed exceed by more than 20%, and not shares”), the exchange ratio may prices on the third trading day prior 10% of the share capital, neither at fall short of by more than 20%, the be stipulated or may be determined to the public announcement of an the time of this authorization closing price in the Xetra-trading by way of an auction. Consideration adjustment, if any. becoming effective nor at the time system (or any comparable suc- in cash may supplement the deliv- of its exercise. All shares must be ceeding system) on the third trading ery of exchange shares or may be The volume can be restricted. If the counted towards this limitation that day prior to the public announce- used to settle fractional amounts. offer is oversubscribed, the shares are issued from authorized capital ment of the tender offer. If, after Irrespective of the procedure for will be repurchased on a pro-rata during the term of this authoriza- the publication of the public tender the exchange, the exchange price basis to the respective tendered tion under exclusion of subscription offer, material deviations in the per share or the relevant high and shares; insofar, the right of share- rights pursuant to Section186 para- relevant market price occur, the low ends of the exchange price holders to tender their shares graph 3 sentence 4 of the German offer or invitation to tender shares range in form of one or more ex- pro-rata to their participation quota Stock Corporation Act. Further- can be adjusted accordingly. In change shares and calculative frac- is excluded. Preferential acceptance more, shares issued or required to such a case, the basis of the adjust- tional amounts, including any cash may be provided for small lots of be issued to meet obligations ment will be the stock exchange or fractional amounts (excluding up to 100 tendered shares per arising from bonds carrying conver- price on the third trading day prior incidental costs), shall not exceed shareholder. The exchange offer sion or option rights or conversion to the public announcement of an by more than 20%, and not fall may stipulate additional conditions. obligations must also be counted adjustment, if any. short of by more than 20%, the rel- towards this limitation, provided evant value per share in Allianz AG d) The Board of Management shall be that these bonds were issued during The volume can be restricted. If the resp. Allianz SE. authorized to use shares of the Company the term of this authorization under offer is over-subscribed, shares repurchased on the basis of this exclusion of subscription rights in must be repurchased on a pro-rata The relevant value of the shares authorization for any lawful purposes, corresponding application of Sec- basis to the respective tendered of Allianz AG resp. Allianz SE and including any of the following: tion186 paragraph 3 sentence 4 of shares; insofar, the rights of share- of the exchange shares shall be the German Stock Corporation Act. holders to tender their shares pro- determined based on the relevant 52 Agenda 53

(2) The shares may be sold for (6) Up to 173,241 shares may also Società per Azioni as well as f) The authorizations under lit.d) may be contributions in kind, particularly be used to fulfill the delivery obli- executive employees of RIUNIONE exercised once or several times, in part in connection with the acquisition gations in the context of the stock ADRIATICA DI SICURTÀ Società or in whole, individually or jointly. The of companies or interests in option plan established by per Azioni and its group companies authorizations under lit.d), (1), (2), companies. RIUNIONE ADRIATICA DI SICURTÀ employed in Italy, who are not (4), (5) and (6) may also be exercised Società per Azioni in 2005. This members of the Board of Directors by companies controlled or majority- (3) The shares may be utilized for stock option plan shall be adapted of RIUNIONE ADRIATICA DI owned by Allianz AG resp. Allianz SE or placement of Company shares on in the course of the merger of SICURTÀ Società per Azioni. by third parties acting on the account foreign stock exchanges on which RIUNIONE ADRIATICA DI SICURTÀ of such companies or on the account of they are not yet admitted for trad- Società per Azioni into Allianz AG. (7) The shares may be redeemed the Company. ing. The initial offer price (exclud- According to the description in the without an additional resolution by ing incidental costs) of these shares merger plan (see Agenda item 1 the General Meeting authorizing g) The shareholders’ subscription rights on when being placed on additional of the Extraordinary General Meet- such redemption of shares or its these treasury shares shall be excluded stock exchanges may not be more ing on February 8, 2006), the implementation. The redemption insofar as these shares are used accord- than 5% below the closing price beneficiaries, upon effectiveness will result in a capital decrease. ing to the above authorization under in the Xetra-trading system (or any of the merger, receive in total up Deviating from this, the Board of lit.d) (1) through (6). Furthermore, the comparable succeeding system) to173,241 stock options for up to Management may decide that Board of Management shall be author- on the last trading day prior to the 173,241 Allianz SE shares (18,178 the share capital shall remain un- ized, in the event of a sale of treasury listing. thereof for a managing member changed by the redemption and shares through an offer to shareholders, (Amministratore Delegato) of the that instead of that the redemption to grant holders of bonds carrying con- (4) The shares may be used to meet Board of Directors (Consiglio di will increase the proportionate share version or option rights or conversion obligations under conversion or Amministrazione) of RIUNIONE of the remaining shares in the obligations issued by Allianz AG resp. option rights which were granted ADRIATICA DI SICURTÀ Società per share capital pursuant to Section 8 Allianz SE or its Group companies sub- by Allianz AG resp. Allianz SE Azioni) at a price of EUR 93.99 per paragraph 3 German Stock Corpo- scription rights on these shares to the or any of its Group companies in Allianz SE share. The stock options ration Act. In this case, the Board of extent they would be entitled thereto connection with bond issues, can be exercised from February1, Management shall be authorized to after having exercised the conversion or to meet obligations arising from 2008 through January 31, 2012, adjust the number of shares stated or option right or after any conversion bonds carrying conversion obli- provided that in the financial year in the Articles of Association. obligation has been fulfilled; to this gations issued by Allianz AG resp. 2005 RIUNIONE ADRIATICA DI extent, shareholders’ subscription Allianz SE or any of its Group SICURTÀ Società per Azioni has e) The authorizations under lit.d) shall rights for these treasury shares shall companies. reached at least 80% of its planned also apply to the use of shares of the be excluded. targets in terms of both increase of Company repurchased on the basis of (5) The shares may be offered for pur- value pursuant to the EVA®-concept earlier authorizations according to Sec- chase to employees of Allianz AG (economic value added) as well as tion 71 paragraph1 no.8 of the German resp. Allianz SE or any of its Group the annual net income under IAS. Stock Corporation Act and to any shares companies. Entitled for subscription are a mem- repurchased by Group companies or in ber of the Board of Directors of accordance with Section 71d sentence 5 RIUNIONE ADRIATICA DI SICURTÀ of the German Stock Corporation Act. 54 Note Regarding Documents Being Displayed Participation in the General Meeting 55

Note Regarding Documents Being Displayed • The group annual financial statements including quinquies of the Italian Civil Code (Codice Participation in the General Meeting lists of shareholdings pursuant to Section 313 Civile) and Art.70 (2) of the Italian Rules Prior to the convening of the Extraordinary paragraph 2 of the German Commercial Code for Issuers (Regolamento Consob n. 11971 of Pursuant to Section10 paragraph 3 of the General Meeting, the merger plan was submit- as well as the group management reports of May14, 1999). Articles of Association of the Company, share- ted to the commercial register for the Company, Allianz Group, each for the financial years 2002, holders may participate in the General Meeting the Local Court Munich. The particulars to be 2003 and 2004. • The report of the judicially appointed auditor and exercise their voting rights – personally published pursuant to Article 21 of the Council appointed at the request of Allianz AG, or by proxy – if they give notice of participation Regulation (EC) No.2157/2001 of October 8, • The annual financial statements and the Deloitte & Touche GmbH Wirtschaftsprüfungs- to the Board of Management of the Company 2001 (SE-Regulation) have been submitted management reports of RIUNIONE ADRIATICA gesellschaft, Munich, rendered pursuant by Wednesday, February1, 2006, either in pursuant to Section 5 of the German SE Imple- DI SICURTÀ Società per Azioni, each for to Art.18 of the SE-Regulation in combination writing to mentation Act (SE-Ausführungsgesetz) to the financial years 2002, 2003 and 2004. with Sections 60, 12 of the German Transfor- the Local Court Munich being the competent mation Act. Hauptversammlung Allianz AG register court together with the submitting of • The group annual financial statements and c/o ADEUS Aktienregister-Service-GmbH the merger plan. the group management reports of RIUNIONE • The report of the judicially appointed auditor D-20722 Hamburg ADRIATICA DI SICURTÀ Group, each for the appointed at the request of RIUNIONE Germany The following documents are displayed for financial years 2002, 2003 and 2004. ADRIATICA DI SICURTÀ Società per Azioni, inspection by the shareholders in the premises Mazars & Guérard S.p.A., Milan, Italy, rendered or via the Internet according to the procedure of Allianz Aktiengesellschaft, Königinstraße 28, • The interim financial statements of Allianz pursuant to Art.18 of the SE-Regulation in laid out by the Company at 80802 Munich, as well as during the Extra- Aktiengesellschaft and Allianz Group as of combination with Art.2501 sexies of the Italian ordinary General Meeting. Furthermore, they September 30, 2005. Civil Code (Codice Civile). www.allianz.com/agm-service are published on the Internet site of the Com- pany under www.allianz.com/agm-documents. • The interim financial statements of RIUNIONE On demand, a copy of these documents will be provided that these shareholders are registered ADRIATICA DI SICURTÀ Società per Azioni and sent to each shareholder promptly and free of in the share register (Aktienregister) with their • The merger plan dated December16, 2005 the RIUNIONE ADRIATICA DI SICURTÀ Group as charge. respective shares. For purposes of determining between Allianz Aktiengesellschaft and of September 30, 2005. participation and voting rights, the status of the RIUNIONE ADRIATICA DI SICURTÀ Società per share register as at the end of February1, 2006 Azioni, including the following annexes: • The merger report of the Board of Management shall be decisive. Due to the increasing number – Statutes of Allianz SE; of Allianz Aktiengesellschaft rendered pursuant of participants at our General Meetings in the – Publication pursuant to Article 21 to Art.18 of the SE-Regulation in combination last few years, each shareholder registered in SE-Regulation. with Section 8 of the German Transformation the share register will generally be allotted one Act (Umwandlungsgesetz). admission ticket only. • The annual financial statements including lists of shareholdings pursuant to Section 285 no.11 • The merger report (Relazione illustrativa dell’ Shareholders registered in the share register of the German Commercial Code (Handels- organo amministrativo) of the Board of may also exercise their voting rights at the gesetzbuch) as well as the management Directors (Consiglio di Amministrazione) of General Meeting through a representative, e. g. reports of Allianz Aktiengesellschaft, each for RIUNIONE ADRIATICA DI SICURTÀ Società per a credit institution or an association of share- the financial years 2002, 2003 and 2004. Azioni rendered pursuant to Art.18 of the holders. In such case, the representatives them- SE-Regulation in combination with Art.2501 selves have to give notice of participation or the shareholder has to give notice of participa- 56 Shareholder Proposals and Questions/Live Transmission of the General Meeting via Internet Publication in the German Electronic Federal Gazette/Reports to the General Meeting 57

tion on their behalf. If the representative is Holders of American Depositary Shares (ADS) at 10:00 a.m. in its entirety live via Internet Reports to the General Meeting neither a credit institution nor an association of will be provided with proxy documents by (www.allianz.com/agm-service). Shareholders shareholders, the proxy must be granted in JP Morgan Chase Bank (Depositary). can obtain online access by entering their 1. Information Regarding Section 6 writing or via the Internet address shown above. shareholder number and online password. The Paragraph 2 Sentence 1 and Paragraph 3 More information regarding the registration for opening of the General Meeting by the chair- Sentence1 of the Statutes of the Future As a special service, we also offer to all our participation and regarding the authorization of man of the General Meeting and the speech of Allianz SE (Appointment of the First shareholders the option to authorize persons a representative can be found in the documents the Chairman of the Board of Management Supervisory Board of Allianz SE and the appointed by the Company to vote on the which will be sent to the shareholders or under will also be accessible to any interested person Substitute Members of the Shareholder shareholders’ behalf at the General Meeting. www.allianz.com/agm-service, respectively. live on the Internet (www.allianz.com/agm) and Representatives) They can be authorized in writing with the form will be available as replay after the General Pursuant to Section 6 paragraph1 of the submitted to shareholders or via the Internet Shareholder Proposals and Questions Meeting. No recording of the entire live trans- statutes of the future Allianz SE, the Super- under www.allianz.com/agm-service. These Questions regarding the General Meeting and mission will be made. visory Board of the future Allianz SE shall representatives will vote solely on the basis of shareholder proposals within the meaning of be comprised of 12 members (six share- the instructions given by the shareholder. Please Section126 of the German Stock Corporation Publication in the German Electronic Federal holder representatives and six employee note that the representatives will not accept Act (“shareholder counter-proposals”) must be Gazette (elektronischer Bundesanzeiger) representatives). The members of the first instructions with regard to requests to speak, sent to the address below. Shareholder counter- The Extraordinary General Meeting on Supervisory Board may be appointed by the questions to be asked or motions to be made. proposals addressed otherwise cannot be taken February 8, 2006 has been called by publication statutes (Art.40 paragraph 2 sentence 2 of into consideration. on December 29, 2005 of the foregoing agenda the Council Regulation (EC) No.2157/2001 Shareholders who wish to use the Internet to including the subsequent reports to the General (SE-Regulation)). This possibility is used order admission tickets or to authorize the Allianz AG Meeting in the German Electronic Federal by Section 6 paragraph 2 Sentence1 of the representatives appointed by the Company will Investor Relations Gazette (elektronischer Bundesanzeiger). statutes of Allianz SE which nominates need their shareholder number and the Königinstraße 28 the six shareholder representatives for the respective online password. Shareholders who D-80802 München Munich, December 2005 Supervisory Board. In Section 6 paragraph 3 have signed up to receive the documents for Germany The Board of Management sentence1 of the statutes of the future the General Meeting via E-mail, will receive Allianz SE, two substitute members of the their shareholder number in the invitation E-Mail: [email protected] shareholder representatives will be E-mail for the General Meeting, and will be Fax: +49 89.38 00-38 99 appointed. The employee representatives required to use the password they chose when will be appointed after the completion of signing up for E-mail delivery. All other share- Shareholder counter-proposals received the procedure regarding the involvement of holders registered in the share register will by us no later than 12 midnight CET, the employees in the future Allianz SE receive their shareholder number and online January 24, 2006, as well as any management pursuant to the Council Directive 2001/86/ password together with the invitation letter for statements with respect thereto, will be EC (SE-Employee Involvement Directive). the General Meeting by ordinary mail. made accessible via Internet at www.allianz.com/shareholderproposals. For information purposes for our share- Credit institutions that are registered in the holders, we provide the following share register may exercise voting rights with Live Transmission of the General Meeting information regarding the six shareholder respect to shares to which they do not hold via Internet representatives and their respective sub- title only by authorization of the shareholder. Shareholders of Allianz AG may watch the stitute members: General Meeting on February 8, 2006 beginning 58 Reports to the General Meeting 59

Dr.Wulf H.Bernotat, Essen, Dr.Gerhard Cromme, Essen, Chairman of the Board of Management of E.ON AG Chairman of the Supervisory Board of ThyssenKrupp AG

Personal Data: Personal Data: Date of birth: 14. 9.1948 Date of birth: 25. 2.1943 Place of birth: Goettingen, Germany Place of birth: Vechta, Germany Marital status: married, 2 children Marital status: married, 4 children

Education: Education: • Studies of Law at the University of Goettingen • Studies of Law and Economics at the Universities of Muenster, • 1st and 2nd State Examination in Law Lausanne, Paris and Harvard (PMD) • Graduation as Dr.jur. • 1st and 2nd State Examination in Law • Graduation as Dr.jur. Work Experience: • 1976–1981 Shell AG, Hamburg – counsel in the Legal Department Work Experience: • 1981–1984 Shell, London – Business Development Manager for Eastern Europe • 1971–1986 Compagnie de Saint-Gobain, last position as Deputy General • 1984–1986 Shell AG, Hamburg – Head of Lubricant and Fuel Trading Business, Germany representative of Compagnie de Saint-Gobain for the Federal Republic • 1986–1987 Strategic Planning (New Technologies/Diversification) of Germany • 1987–1988 Marketing Erdgas (natural gasoline), Germany at the same time: VEGLA/Vereinigte Glaswerke GmbH, Aix-la-Chapelle • 1988–1989 Head of Distribution for Aviation and Public Authorities Business (Aachen) Chairman of the Management • 1989–1992 Shell, Lisbon – General Manager Portugal • Ab 1986 Krupp-Group • 1992–1995 Shell, London – Area Coordinator Africa/Coordinator Coal Business • 1986–1989 Krupp Stahl AG, Bochum – Chairman of the Board of Management Southern Hemisphere • 1989–1999 Fried. Krupp AG Hoesch-Krupp, Essen/Dortmund • 1995–1996 Shell, Paris – Member of the Board of Management (Vorstand) Chairman of the Board of Management of Shell France, responsible for Downstream • 1999–2001 ThyssenKrupp AG – Chairman of the Board of Management • 1996–1998 VEBA OEL AG, Gelsenkirchen – Member of the Board of Management, • since 1.10. 2001 ThyssenKrupp AG – Chairman of the Supervisory Board responsible for Marketing & Distribution, Downstream Overall (from 1.1.1998) Membership in other statutory Supervisory Boards in Germany: • 1998–2002 Stinnes AG, Mülheim an der Ruhr – Chairman of the Board of Management; • Allianz AG VEBA AG, Duesseldorf – Member of the Board of Management until 6/2000 • Axel Springer AG • since 1. 5. 2003 E.ON AG, Duesseldorf – Chairman of the Board of Management • Deutsche Lufthansa AG • E.ON AG Membership in other statutory Supervisory Boards in Germany: • Hochtief AG • Allianz AG • Siemens AG • METRO AG • ThyssenKrupp AG (Chairman) • RAG AG (chairman) • Volkswagen AG • E.ON Energie AG (group mandate, chairman) • E.ON Ruhrgas AG (group mandate, chairman) Membership in Comparable Supervisory Bodies: • BNP PARIBAS S.A. Membership in Comparable Supervisory Bodies: • Compagnie de Saint-Gobain • E.ON Nordic AB (group mandate, chairman) • Suez S.A. • E.ON US Investments Corp. (group mandate, chairman) • E.ON UK Limited (group mandate, chairman) • E.ON Sverige AB (group mandate, chairman) 60 Reports to the General Meeting 61

Dr.Franz B.Humer, Basle, Prof.Dr.Renate Köcher, Konstanz, Chairman of the Board of Directors and CEO Chairperson of Institut für Demoskopie Allensbach of F.Hoffmann-La Roche AG Personal Data: Personal Data: Date of birth: 17.7.1952 Date of birth: 1. 7.1946 Place of birth: Frankfurt am Main, Germany Place of birth: Salzburg, Austria Marital status: married Education: • Studies of Economics, Communication Sciences and Sociology Education: in Mainz and Munich • University of Innsbruck, Dr.jur • Degree (Diplom) in Economics • European Institute for Business Administration (INSEAD), MBA • 1985 graduation as Dr.rer.pol. in Munich

Work Experience: Work Experience: • 1971–1973 ICME Consulting, Zurich • from 1977 Researcher at Institut für Demoskopie Allensbach • 1973–1981 Schering Plough Corporation – inter alia General Manager Ecuador, • from 1980 Project leader, inter alia, for the marketing research areas Great Britain, Portugal Financial Services, Energy and New Technologies • 1981–1995 Glaxo Holdings plc – inter alia Area Manager Southern Europe, • 1988 Joining the management of Institut für Demoskopie Allensbach head of Marketing Development and Product Licensing, last position • Frequent publications in the Frankfurter Allgemeine Zeitung as Chief Operating Director • since 1995 F.Hoffmann-LaRoche AG – member of the Board of Directors Roche Membership in other statutory Supervisory Boards in Germany: Holding AG, Basle, and head of the Pharmaceutical Division • Allianz AG • 1996 F.Hoffmann-LaRoche AG – Chief Operating Officer • BASF AG • 1998 Roche Holding AG – Chief Executive Officer • Infineon Technologies AG • 2001 Roche Holding AG – Chairman of the Board of Directors and • MAN AG Chief Executive Officer

Membership in other statutory Supervisory Boards in Germany: • Allianz AG • Hoffmann-La Roche AG (group mandate, chairman) • Roche Deutschland Holding GmbH (group mandate, chairman) • Roche Diagnostics GmbH (group mandate, chairman)

Membership in Comparable Supervisory Bodies: • Chugai Pharmaceutical Co. Ltd., Tokyo (group mandate) • DIAGEO PLC, London • Roche Holding AG, Basel (group mandate, chairman) 62 Reports to the General Meeting 63

Igor Landau, Paris, Dr.Henning Schulte-Noelle, Munich, Member of the Board of Directors of Sanofi-Aventis S.A. Chairman of the Supervisory Board of Allianz AG

Personal Data: Personal Data: Date of birth: 13.7.1944 Date of birth: 26. 8.1942 Place of birth: Saint-Flour (Cantal), France Place of birth: Essen, Germany Marital status: married, 1child Education: Education: • Studies of Law and Business Administration at the Universities • Degree at HEC (École des Hautes Études Commerciales) of Tuebingen, Bonn, Cologne, Edinburgh and Pennsylvania • MBA, INSEAD Fontainebleau • 1st and 2nd State Examination in Law • Graduation as Dr.jur. Work Experience: • Master of Business Administration at Wharton School, • 1968–1970 Roneo GmbH Frankfurt – General Manager University of Pennsylvania • 1971–1975 McKinsey & Co. – Consultant • 1975–1981 Rhône-Poulenc – Deputy to the President of the Health Division Work Experience: • 1981–1992 Rhône-Poulenc – President of the Health Division, • 1974 Attorney-at-law in the law firm Eckholt, Westrick and Partners, Frankfurt from 1986 on member of the Executive Committee • 1975 Joined Allianz Group, positions in administration and sales • 1992–2000 Rhône-Poulenc – Directeur Générale (CEO) and member of • 1979–1983 Head of Chairman’s office at the head office in Munich the Board of Directors • 1984–1987 Head of Management of the Branch Office for North-Rhine-Westphalia, • 2000–2002 Aventis S.A. – member of the Board of Management of Aventis S.A. Cologne • 2002–2004 Aventis S.A. – Chairman of the Board of Management of Aventis S.A. • 1988 Appointed to the Boards of Management of Allianz Versicherungs-AG and Allianz Lebensversicherungs-AG Membership in other statutory Supervisory Boards in Germany: • 1991 Appointed Chairman of the Board of Management of Allianz Lebens- • adidas-Salomon AG versicherungs-AG and member of the Board of Management of Allianz AG • Allianz AG Holding • Dresdner Bank AG • 1.10.1991– Chairman of the Board of Management of Allianz AG 29. 4. 2003 Membership in Comparable Supervisory Bodies: • since 29. 4. 2003 Chairman of the Supervisory Board of Allianz AG • H.S.B.C. France • Essilor S.A. Membership in other statutory Supervisory Boards in Germany: • Sanofi-Aventis S.A. • Allianz AG • Thomson (until 31.12. 2005) • E.ON AG • Siemens AG • ThyssenKrupp AG 64 Reports to the General Meeting 65

Substitute Members

Dr. Albrecht E.H. Schäfer, Munich, Dr.Jürgen Than, Hofheim a.Ts., Corporate Vice President Siemens AG, Attorney at-law, Director Corporate Personnel World former General Counsel of Dresdner Bank AG

Personal Data: Personal Data: Date of birth: 3.8.1948 Date of birth: 25.7.1941 Place of birth: Buckenhof, Germany Place of birth: Chemnitz, Germany Marital status: married, 2 children Marital status: married

Education: Education: • 1967–1976 Studies of Law at the Universities • A-Level (Abitur) of Erlangen-Nürnberg, Hamburg (Dr.jur.) • Apprenticeship at a bank and University of Georgia, Athens, • Studies of Law Ga. USA (LL.M) • Graduation as Dr.jur. • 1st and 2nd State Examination in Law Work Experience: Work Experience: • 1972–1992 In-house Counsel of Dresdner Bank AG • 1976 Joining the legal department of Siemens AG • 1992–1997 Deputy General Counsel of Dresdner Bank AG • 1983–1987 Head of the legal and tax department of Siemens S.A., Sao Paolo, Brazil • 1997–2004 General counsel of Dresdner Bank AG • 1987–1992 Legal and tax department of Siemens AG • 1992–2004 General counsel of Siemens AG Membership in other statutory Supervisory Boards in Germany: • since 2004 Head of the division Corporate Personnel World, Siemens AG • CSC Ploenzke AG (Chairman) • KarstadtQuelle AG No further Memberships 66 Reports to the General Meeting 67

2. Report on Agenda Item 3 (Creation of an Capital 2006/I and that the Authorized If shares are issued pursuant to the time of this authorization becoming effec- Authorized Capital 2006/I of Allianz AG) Capital 2004/I shall be cancelled. This Authorized Capital 2006/I against cash tive, nor at the time of its exercise. The sale and, at the Same Time, on Section 2 Authorized Capital 2006/I to be created contributions, shareholders generally have of treasury stock will be counted towards Paragraph 3 of the Statutes of the Future by Allianz AG corresponds to the Author- subscription rights. this limitation if the sale occurs during the Allianz SE (Authorized Capital 2006/I) ized Capital 2006/I pursuant to Section 2 term of this authorization or the authori- On item 1of the Agenda, the Administration paragraph 3 of the statutes of Allianz SE However, upon the approval of the Super- zation of Allianz SE, respectively, and if sub- recommends that the merger plan dated which have been proposed in the context visory Board, it should be possible to scription rights are excluded pursuant to December16, 2005 between Allianz Aktien- of the merger. In order to ensure a syn- exclude shareholders’ subscription rights in Section186 paragraph 3 sentence 4 of the gesellschaft and RIUNIONE ADRIATICA DI chronization of the Authorized Capital the case of a capital increase against contri- German Stock Corporation Act. In addition, SICURTÀ Società per Azioni, Milan, Italy, be 2006/I of Allianz AG and Allianz SE, Section butions in cash when the issue price is not shares issued or required to be issued with adopted. As a consequence of this merger, 2 paragraph 3 of the statutes of Allianz SE substantially lower than the market price, respect to bonds carrying conversion or Allianz AG will adopt the legal form of a provides that the Authorized Capital 2006/I as provided for by Section186 paragraph 3 option rights or conversion obligations will European Company (Societas Europaea), shall comprise in its maximum the amount sentence 4 of the German Stock Corporation also count towards this limit, if the bonds SE. Being an integral part of the merger still existing pursuant to Section 2 para- Act. This authorization enables the Company are issued during the term of this authori- plan, the requested approval under item 1 graph 3 Articles of Association of Allianz AG to take advantage, in a quick and flexible zation or the authorization for Allianz SE, of the Agenda also extends to the statutes at the time the merger of RIUNIONE manner, of market opportunities in the respectively, under exclusion of subscription of the future Allianz SE. ADRIATICA DI SICURTÀ Società per Azioni various areas of its business activities and rights in corresponding application to into Allianz Aktiengesellschaft has become to meet capital needs on very short notice Section186 paragraph 3 sentence 4 of the Section 2 paragraph 3 of the statutes of the effective. when necessary. By excluding subscription German Stock Corporation Act. These future Allianz SE provides for an Authorized rights, the Company is given the ability to requirements ensure compliance with the Capital 2006/I with an aggregate nominal The Authorized Capital 2006/I is proposed quickly respond and to place shares at a legal provisions governing the protection of amount of up to EUR 450,000,000 against because both Allianz SE resp. Allianz AG price close to the market price, i.e. without shareholders against dilution. Each share- contributions in cash and/or kind. This have to be, at any time, in a position to act the discounts usually necessary in connec- holder has, in principle, the opportunity to Authorized Capital 2006/I at Allianz SE func- in a quick and flexible manner for the tion with the issuance of subscription rights. acquire via the stock exchange the shares tionally replaces the existing Authorized benefit of their shareholders according to As a result, the Company benefits from necessary to avoid dilution on substantially Capital 2004/I at Allianz AG which consisted changing market conditions. The Board of higher proceeds. Furthermore, new investor similar terms, given that the issue price of originally of an amount of EUR 450,000,000 Management therefore believes that it is its groups may be attracted by such issuances. the new shares is close to the market price and after being partially utilized now duty to ensure that the Company always When utilizing this authorization, the Board and the size of the placement without sub- consists of an amount of EUR 424,100,864. has the required instruments to raise capital, of Management will fix the discount as low scription rights is restricted. This ensures Through the new Authorized Capital 2006/I, regardless of any current and precise plans as possible in light of the market conditions that the economic and voting rights in economic terms, the status as of the for utilization. In most cases, the tight time- existing at the time of the placement, and of shareholders are adequately protected General Meeting of May 5, 2004, will be frame for decisions regarding capital needs in no event in excess of 5% of the then when shares are issued from the Author- achieved again. does not allow the Company to be depend- prevailing market price when utilizing the ized Capital 2006/I under exclusion of ent on the cycle of the annual General Authorized Capital 2006/I. Furthermore, subscription rights in accordance with the In addition, to ensure a synchronization be- Meetings. The instrument of “authorized pursuant to Section186 paragraph 3 sen- principles provided in Section186 para- tween the Authorized Capitals of Allianz AG capital” has therefore been created by law tence 4 of the German Stock Corporation graph 3 sentence 4 of the German Stock and Allianz SE, the proposal of the man- to address this issue. The most common Act, the number of shares issued without Corporation Act, while granting the agement under item 3 of the Agenda pro- purposes for authorized capital are subscription rights may not exceed 10% Company flexibility for the benefit of all of vides that Allianz AG creates an Authorized strengthening a company’s equity basis of the existing share capital, neither at the its shareholders. and financing acquisitions. 68 Reports to the General Meeting 69

Furthermore, it shall be possible to exclude Also, an authorization to exclude share- Moreover, under the Authorized Capital gesellschaft and RIUNIONE ADRIATICA DI shareholders’ subscription rights to the holders’ subscription rights shall be given in 2006/I, it shall be possible – under the ex- SICURTÀ Società per Azioni, Milan, Italy, extent this is necessary to grant subscription the case of a capital increase against contri- clusion of shareholders’ subscription rights be adopted. As a consequence of this rights to shares to holders of bonds already butions in kind. This authorization enables – to issue shares for the settlement of merger, Allianz AG will adopt the legal issued or to be issued in the future that the Board of Management to deliver bonds carrying conversion or option rights form of a European Company (Europäische carry conversion and/or option rights, if the shares of the Company, as appropriate in originally issued not against contributions Gesellschaft or Societas Europaea), SE. terms and conditions of these bonds pro- the individual cases, in connection with the in cash but against contributions in kind. Being an integral part of the merger plan, vide for such subscription rights. Instead acquisition of companies or interests in This creates the possibility to also use bonds the requested approval under item 1 of of a reduction in the option or conversion companies, or other assets. In negotiations, carrying conversion and option rights as the Agenda also extends to the statutes of price, such bonds usually provide for protec- there may be situations in which considera- acquisition currency in connection with the future Allianz SE. tion against dilution by granting bond tion is to be required in the form of shares the acquisition of companies, interests holders subscription rights in subsequent rather than in cash. This option will increase in companies, or other assets and therefore Section 2 paragraph 4 of the statutes of the share issuances, in the same manner as the company’s competitive position with also increases the Company’s competitive future Allianz SE provides for an Authorized shareholders are entitled to subscription respect to potential acquisition targets position with respect to attractive acquisi- Capital 2006/II against contributions in rights. Such holders are thus placed in the and increase its flexibility to take advantage tion targets. cash with an aggregate nominal amount of same position as if they had already exer- of opportunities to acquire companies, up to EUR15,000,000 to issue shares to cised their option or conversion rights or a interests in companies or other assets while The Board of Management will carefully employees. In its function, the Authorized conversion obligation had been fulfilled. maintaining its liquidity levels. Using shares analyze in each case whether to exclude Capital 2006/II at Allianz SE replaces the Compared to a protection against dilution as acquisition currency can also be advan- shareholders’ subscription rights when existing Authorized Capital 2004/II at through reduction of the option or con- tageous when optimizing the financing raising capital pursuant to this authorization. Allianz AG which consisted originally of an version price, this has the advantage that structure. The recommended authorization This option will only be used if, following amount of EUR10,000,000 and, after being the Company can realize a higher issue is not disadvantageous to the Company as the assessment of the Board of Management partially utilized, now consists of an amount price for the shares to be issued in connec- the issuance of shares against contributions and the Supervisory Board, it is deemed of EUR 4,356,736. tion with the exercise of a conversion or in kind is only permissible if such contri- to be in the best interest of the Company, option right. butions in kind represent a fair value com- and, therefore, of its shareholders. To also ensure a synchronization of the pared to the delivered shares. Authorized Capitals of Allianz AG and Furthermore, the Board of Management The Board of Management will report on Allianz SE, the management proposal under shall be authorized, upon the approval of The Board of Management shall further be the use of the authorization at each General item 4 of the Agenda provides that Allianz the Supervisory Board, to exclude share- authorized to issue shares using the Author- Meeting following such use. AG creates an Authorized Capital 2006/II holders’ subscription rights with respect ized Capital 2006/I, instead of providing and that the Authorized Capital 2004/II to fractional amounts. This enables the cash settlement, to satisfy in part or in whole 3. Report on Agenda Item 4 (Creation of an shall be cancelled. This Authorized Capital Company to increase the share capital in securitized or non-securitized monetary Authorized Capital 2006/II of Allianz AG) 2006/II, to be created by Allianz AG, round numbers. The technical handling claims against the Company. The Company and, at the Same Time, on Section 2 Para- conforms to the Authorized Capital 2006/II of an issuance will be facilitated by such is thus granted additional flexibility to settle graph 4 of the Statutes of the Future pursuant to Section 2 paragraph 4 of the authorization. The fractional shares such cash claims by the issuance of shares Allianz SE (Authorized Capital 2006/II) statutes of Allianz SE which have been excluded from the subscription rights will even in instances where it had initially On item 1 of the Agenda the Administration proposed in the context of the merger. be sold in a way most efficient for the agreed to pay in cash (e.g., for an acquisi- recommends that the merger plan dated In order to ensure a synchronization of the Company. tion target). December16, 2005 between Allianz Aktien- Authorized Capital 2006/II of Allianz AG 70 Reports to the General Meeting 71

and Allianz SE, Section 2 paragraph 4 of the exclude shareholders’ subscription rights. To date, the Board of Management has conditional capital is available, the scope of statutes of Allianz SE provides that the At the moment, it is not possible to state made partial use of this authorization and authorization for issuing bonds carrying Authorized Capital 2006/II constitutes in its the issuance price, because neither the issued a bond carrying conversion rights in conversion or option rights can be exploited maximum the amount still existing pursuant date nor the amount of the respective use the amount of EUR1,400,000,000. In order in full. to Section 2 paragraph 4 of the Articles of of the Authorized Capital has been fixed. to, in the future, be able to issue in an Association of Allianz AG at the time of the Shares sold to employees may be offered adequate amount bonds carrying conver- The proposed extent of the issuance volume effectiveness of the merger of RIUNIONE with customary discounts. Furthermore, sion and/or option rights with respect to and of the conditional capital has the effect ADRIATICA DI SICURTÀ Società per Azioni the Board of Management may exclude Allianz SE (the authorization granted to that the status resolved upon by the into Allianz Aktiengesellschaft. fractional amounts from shareholders’ Allianz AG continues to be effective after General Meeting on May 5, 2004 will be subscription rights, upon the approval of the effectiveness of the change of legal achieved on an economic level again. The proposed authorization is intended the Supervisory Board, to facilitate the form in favor of Allianz SE), the manage- to enable the Company to offer treasury implementation of this capital increase. ment proposes to the General Meeting to Adequate equipment with capital is an shares to the employees of Allianz AG Employee shares that are not subscribed approve a new authorization and a new important prerequisite for the Company’s resp. Allianz SE or its Group companies will be sold over the stock exchange. conditional capital for the issuance of development. By issuing bonds carrying at preferential conditions without having bonds carrying conversion and/or option conversion or option rights, the Company to purchase those shares on the stock 4. Report on Agenda Item 5 rights. The currently existing authorization can make use of attractive financing oppor- exchange. (Authorization to Issue Bonds Carrying to issue bonds – as far as not yet utilized – tunities, depending on the market situation, Conversion or Option Rights) shall be cancelled. The Conditional Capital to obtain low-interest capital. The Company Offering shares to employees is in the best The Board of Management is currently 2004 created for the existing authorization benefits from the conversion or option interest of the Company and its sharehold- authorized by a resolution of the General shall be reduced accordingly. premium. Some hybrid financings can only ers, because it enhances employee identifi- Meeting dated May 5, 2004 regarding be placed if option or conversion rights can cation with the Company and encourages item 7 of the agenda, to issue by May 4, We believe that setting the maximum be granted. them to take responsibility for the Company. 2009, bonds carrying conversion or option issuance volume at EUR10,000,000,000 Under the German Stock Corporation Act, rights for registered shares in the Company, would be useful in exploiting the spectrum Shareholders will generally be given shares required for this purpose may be once or several times, upon approval of capital markets instruments that securitize subscription rights when bonds carrying issued from authorized capital. In order to by the Supervisory Board. Accordingly, conversion or option rights. The conditional conversion or option rights are issued. have sufficient authorized capital for the bonds carrying conversion and/or option capital, in order to meet the obligations issuance of stock to employees over the rights (together hereinafter “bonds”) arising from the exercise of conversion and The Board of Management shall, however, next several years, this authorized capital can be issued up to a nominal value of option rights, shall be EUR 250,000,000. upon an issuance against cash contributions, shall be dimensioned with an amount of EUR10,000,000,000, with or without a This increase ensures that the scope of this be authorized in corresponding application EUR15,000,000. The scope of this authori- defined period, and be equipped with con- authorization can be utilized in full. The of Section186 paragraph 3 sentence 4 of the zation has been determined by taking into version or option rights for shares in the number of shares required to settle the German Stock Corporation Act to exclude account the number of employees entitled Company in a proportionate share of the obligations arising from the exercise of these subscription rights, upon approval to participate, the expected subscription share capital of up to EUR 250,000,000. option or conversion rights of a bond with a of the Supervisory Board, if the issue price results, and the term of the authorization. Under certain circumstances the Board of certain issuance volume generally depends of the bonds is not substantially lower than To be able to offer shares from authorized Management shall be authorized to exclude on the market price of the Allianz share at their market value. This can be a suitable capital to employees, it is necessary to subscription rights, upon the approval of the time the bond is issued. If sufficient way to take advantage of favorable stock the Supervisory Board. 72 Reports to the General Meeting 73

market conditions and to place bonds tion of the subscription period. This could it occurs during the term of this authoriza- applicable. Instead of lowering the option quickly and flexibly at attractive conditions lead to the Company procuring capital on tion under exclusion of subscription rights or conversion price, this ensures that on the market. The stock markets have unfavorable terms. in accordance with Section186 paragraph 3 holders of option or conversion rights become much more volatile. Achieving the sentence 4 of the German Stock Corporation already existing at this point in time can most beneficial outcome possible from an Shareholders’ interests are protected by the Act. In addition, shares issued from Autho- be offered subscription rights as dilution issue therefore depends increasingly on the bonds being issued on terms that are not rized Capital under exclusion of subscrip- protection. Equipping bonds with such ability to respond to market developments substantially lower than the market value. tion rights in accordance with Section186 a dilution protection is standard market on short notice. Favorable terms that The market value must be determined paragraph 3 sentence 4 of the German practice. correspond as much as possible to market using recognized finance-mathematical Stock Corporation Act during the term of conditions can generally only be secured if methods. For this purpose, the opinion of this authorization must be counted towards Bonds can also be issued against contribu- the Company is not tied to them for too an experienced investment bank or audit this limit. These provisions serve the tions in kind if this is in the interest of long an offer period. In the case of issuances firm must be obtained. When determining interest of shareholders by minimizing the the Company. In such cases, the Board with subscription rights, a considerable the price, the Board of Management will dilution of their investment as much as of Management shall be authorized to discount is generally required to guarantee take into consideration the then prevailing possible. exclude the subscription rights of the share- the attractiveness of the terms and thus the conditions on the capital markets and keep holders with the approval of the Super- chance of the issue being successful over the discount on the market value as low as Moreover, the Board of Management shall visory Board provided that the value of the entire offer period. Even though Section possible. This would result in the computed be authorized, upon the approval of the the contribution in kind is appropriate in 186 paragraph 2 of the German Stock value of the subscription rights being Supervisory Board, to exclude subscription relation to the theoretical market value Corporation Act now allows the subscription close to zero, thus, ensuring that the share- rights with respect to fractional amounts. of the bonds as calculated using recognized price to be published (and, as such, the holders will not suffer any material eco- Such fractional amounts can be the result financial methods. This makes it possible to terms and conditions of bonds carrying nomic disadvantages from the exclusion of of the amount of the relevant issuing use bonds in individual cases as acquisition conversion or option rights) up to the third subscription rights. Moreover, shareholders volume and the need to fix a practicable currency, for example when acquiring day before the end of the subscription can maintain their share of the share capital exchange ratio. In such cases, excluding companies, interests in companies, or other period, there still exists, due to the volatility of the Company through purchases on subscription rights simplifies the execution assets. In negotiations, there may be situa- of the equity markets, a market risk over virtually the same terms and conditions via of the capital increase. tions in which consideration is to be pro- several days leading to discounts when the stock exchange. This ensures reason- vided in a form other than cash. This option determining the terms and conditions of able protection of their economic interests. Furthermore, the Board of Management will increase the Company’s competitive the bond and, hence, resulting in terms that The authorization to exclude subscription shall be given the authority to exclude, position with respect to potential acquisition are not close to market conditions. Further- rights as provided for in Section186 para- upon the approval of the Supervisory targets and increase its flexibility to take more, when subscription rights are granted, graph 3 sentence 4 of the German Stock Board, the subscription rights of the share- advantage of opportunities with respect to an alternative placement with third parties Corporation Act only applies to bonds with holders in order to grant the holders of the acquisition of companies, interests in is more difficult or entails additional efforts, rights to shares that account for a propor- conversion or option rights or the holders companies, or other assets, while main- given the uncertainty surrounding the tionate share of the share capital of not of mandatory convertible bonds the same taining its liquidity levels. This can also be exercise (subscription behavior). After all, more than 10%, neither at the time of this subscription rights which they would be advantageous when optimizing the financ- the Company cannot react to changes in authorization becoming effective, nor at the entitled to if they were to exercise their ing structure. The Board of Management market conditions on short notice when time of its exercise. The sale of treasury conversion or option rights, or following will carefully examine each individual granting subscription rights, given the dura- stock must be counted towards this limit if fulfillment of a conversion obligation, as case to decide whether to make use of the 74 Reports to the General Meeting 75

authorization to issue bonds with conver- conversion or option rights at the respective meaning of Section 3 paragraph 2 of the of the Company. This authorization makes sion or option rights against contributions next General Meeting following such German Stock Corporation Act. Pursuant to use of the eased exclusion of subscription in kind under exclusion of subscription issuance. this provision, a company is deemed to be rights provided for by Section 71paragraph1 rights. It will only do so if such an action is a listed company if its shares are admitted no.8 in corresponding application of in the interest of the Company and, thus, 5. Report on Agenda Item 7 to trading on a market which is regulated Section186 paragraph 3 sentence 4 of the of its shareholders. (Authorization for Purchase and for Use and supervised by state-recognized autho- German Stock Corporation Act. As shares of Treasury Shares for Other Purposes) rities, has regular trading and is directly or may be sold only at a price not substantially The proposed conditional capital is needed Item 7 contains the proposal to authorize indirectly accessible to the general public. below the applicable market price, share- to meet the obligations arising from the Allianz AG resp. Allianz SE to repurchase its Thus, this provision allows the Company holders are duly protected against dilution. conversion or option rights issued with own shares in an amount of up to 10% of more flexibility than it would have if it were The final sales price of the Company’s the bonds carrying conversion or option the current share capital. This may be done restricted to cash offers. At the same time, treasury shares will be determined shortly rights or to fulfill conversion obligations by the Company itself, by other companies the Company would obtain the opportunity before the sale. The Board of Management on shares of the Company, to the extent controlled by the Company, or by third to dispose of its shareholdings. Correspond- will set any potential discount on the shares’ that the bonds were issued against cash. parties acting for the account of such com- ingly, shareholders could exchange all or market price as low as possible, taking into Other forms of fulfillment can also be used panies or the account of the Company in part of their shares in Allianz for shares in account market conditions prevailing at the instead. the period through August 7, 2007. The other companies. time of placement. The discount on the authorization for Allianz AG will continue to market price will in no event exceed 5% of The obligations arising from conversion or be effective after the effectiveness of the If, in case of a public tender offer or a public the current stock market price at the time option rights from bonds issued against change of legal form in favor of Allianz SE. exchange offer, the number of tendered of the exercise. This authorization is, contributions in kind cannot, however, be shares exceeds the number of shares which however, restricted pursuant to Section186 met by using conditional capital. In such Pursuant to Section 71 paragraph1 no.8 of was intended to be purchased, the purchase paragraph 3 sentence 4 of the German cases, the Company must turn either to the German Stock Corporation Act, the shall not take place in the ratio of the par- Stock Corporation Act to the extent that the treasury shares or to an increase of share shares may also be repurchased and sold in ticipation but in the ratio of the tendered total number of shares issued under exclu- capital against contributions in kind. For an ways other than via a stock exchange. In shares. This serves the simplification of the sion of subscription rights shall not exceed increase of share capital against contribu- addition to buying over a stock exchange, allocation process. A preferred considera- 10% of the share capital of the Company, tions in kind, the Authorized Capital 2006/I, Allianz AG resp. Allianz SE should also be tion from up to 100 tendered shares per neither at the time when this authorization as proposed for resolution under item 3 given the alternative to acquire treasury shareholder can be provided for (minimum takes effect nor at the time when it is of the agenda, will be available. The claims shares by means of a public tender offer to allocation). exercised. In determining this 10%-limit, all of the bondholders under the bond would the shareholders of the Company. The shares must be included that are issued be included as a contribution in kind, principle of equal treatment set forth by the Treasury shares acquired within the scope from authorized capital during the term whereby the impairment review must also German Stock Corporation Act must of this authorization may be used for any of this authorization under exclusion of include confirmation of whether the claim thereby be observed. In this instance, the lawful purposes, including the following: subscription rights pursuant to Section186 is impaired, and that the underlying shareholders may decide how many shares paragraph 3 sentence 4 of the German contribution in kind was appropriate to the they wish to tender and, if a price range The shares can be sold in ways other than Stock Corporation Act. Furthermore, shares issue price. has been fixed, at what price. through a stock exchange for cash under issued or required to be issued to meet exclusion of subscription rights. As a pre- obligations arising from bonds carrying The Board of Management will report on Allianz AG resp. Allianz SE shall also be requisite, these shares must be sold at a conversion or option rights or conversion the extent to which it has made use of given the option to offer as consideration price that is at the time of the sale not sub- obligations must also be included in deter- the authorization to issue bonds carrying shares of a listed company within the stantially below the market price of shares mining this 10%-limit, if these bonds were 76 Reports to the General Meeting 77

issued under exclusion of subscription Board of Management will ensure that the shareholders’ subscription rights must be instead of 953,000 RAS Ordinary Shares rights during the term of this authorization interest of the shareholders are adequately excluded. In determining the price to be upon the effectiveness of the merger. The in corresponding application of Section186 protected and take into account the stock paid by the employees, a customary exercise price will be EUR 93.99 per share paragraph 3 sentence 4 of the German market price of the Allianz share as a basis discount on offers of shares to employees in Allianz SE. Originally, the issue price Stock Corporation Act. This limitation, and to assess the value of the shares offered as may be granted. amounted to EUR17.085 per RAS Ordinary the fact that the sales price must be based consideration. Share and corresponded to the average on the stock market price, adequately Treasury shares may be also used to satisfy price of the RAS ordinary shares during the protects the economic interests and voting The authorization is also intended to enable obligations to deliver shares arising from month preceding the issuance of the option rights of the shareholders. The shareholders the Company to place its own shares for the exercise of option rights from the stock rights, i.e. December 31, 2004 through have the option to maintain the percentage trading on foreign exchanges where it is not option plan set up in 2005 of RIUNIONE January 31, 2005. of their interest in the Company by buying yet listed. The listing of Allianz shares on ADRIATICA DI SICURTÀ Società per Azioni. Allianz shares over the stock exchange. foreign exchanges widens its shareholder RIUNIONE ADRIATICA DI SICURTÀ Società The now fixed exercise price per share in This authorization is in the interest of the base abroad and enhances the attactiveness per Azioni is to be merged into Allianz Allianz SE amounts to EUR 93.99 and corre- Company because it gives it more flexibility. of its shares as an investment. Aktiengesellschaft pursuant to the merger sponds to the average price per Allianz AG It enables the Company, for example, to plan dated December16, 2005. RIUNIONE share during the same period of time, i.e. sell treasury shares to institutional investors Item 5 provides for an authorization of the ADRIATICA DI SICURTÀ Società per Azioni from December 31, 2004 through January 31, or to target new investor groups. Board of Management to issue bonds has granted a member of the Board of 2005. The number of shares in Allianz SE carrying conversion or option rights against Directors (Consiglio di Amministrazione) of to be granted to the beneficiaries upon The disposal of treasury shares may also contributions in cash or in kind. In order to RIUNIONE ADRIATICA DI SICURTÀ Società exercise of the option rights is calculated be made against contributions in kind under fulfill the obligations resulting from the per Azioni and executive employees of by the ratio of the original exercise price exclusion of shareholders’ subscription bondholders’ rights to obtain Allianz shares, RIUNIONE ADRIATICA DI SICURTÀ Società for holders of RAS Ordinary Shares to the rights. As a result, the Board of Management it may also be reasonable to use, in part per Azioni and its Group companies exercise price per share in Allianz SE. As a would be able to offer treasury shares in or in whole, treasury shares, rather than employed in Italy who are not members of result, the beneficiaries will be in the same appropriate cases as consideration for the have a capital increase. Therefore, this is the Board of Directors of RIUNIONE position as if they had originally been acquisition of a company, interests in also contained in the authorization. ADRIATICA DI SICURTÀ Società per Azioni given the right on shares in Allianz SE companies, or other assets. In negotiations, option rights to purchase1,200,000 ordinary instead of RAS Ordinary Shares. This was there are situations in which it is necessary The acquired treasury shares may also be shares of RIUNIONE ADRIATICA DI SICURTÀ necessary to ensure comparability with to provide treasury shares instead of cash offered for sale to the employees of the Società per Azioni (RAS Ordinary Shares). the original stock option plan of RIUNIONE as consideration. The ability to offer treasury Company or its Group companies. This may As a result of the resignation of certain ADRIATICA DI SICURTÀ Società per Azioni. shares as consideration is advantageous be an economically viable alternative to beneficiaries under this stock-option plan, The comparability is necessary to ensure when competing for attractive acquisition a capital increase. Offering shares to the the number of purchasable RAS Ordinary certain tax privileges for the beneficiaries. targets and increases flexibility when employees is in the best interest of the Shares was reduced to 953,000. As a result The tax privileges consist of a taxation of exploiting market opportunities to acquire Company and its shareholders, because it of the merger of RIUNIONE ADRIATICA DI share price profits of only 12.5% upon companies, interests in companies or other enhances employee identification with the SICURTÀ Società per Azioni into Allianz AG, exercise of the option rights and sale of assets, while at the same time maintaining Company and encourages them to take the stock option plan shall be adapted. The the then granted shares. Therefore, the its liquidity. This can also be advantageous responsibility for the Company. For treasury merger plan (see Section 9.2 of the merger comparable rights had been formed taking when optimizing the financing structure. shares to be offered to employees, the plan) states that holders of option rights will into account the taxation requirements. When determining the valuation ratios, the receive up to 173,241 shares in Allianz SE 78 Reports to the General Meeting Notice According to Section 128 Paragraph 2 of the German Stock Corporation Act 79

Stock options are usual instruments for shall be increased pursuant to Section 8 Notice According to Section128 Paragraph 2 remuneration of managers and to create paragraph 3 of the German Stock Corpo- Sentences 6 to 8 of the German Stock certain incentives. The stock options chosen ration Act. Corporation Act by RIUNIONE ADRIATICA DI SICURTÀ Società per Azioni thereby stay within the The aforementioned possibilities of Four Members of the Supervisory Board timeframe of more than two years for the utilizing treasury shares do not pertain only of Allianz AG are also employees of the exercise of the options specified by the to shares purchased on the basis of this following credit institution: German law, and contain, in addition, authorization, but also to shares acquired Dresdner Bank AG certain barriers with respect to the business (pursuant to Section 71 paragraph1 no.8 development of the company as well as the of the German Stock Corporation Act) Two Members of the Board of Management share price. on the basis of authorizations granted by of Allianz AG are also members of the previous General Meetings, and shares Supervisory Board of the following domestic Finally, for the benefit of holders of bonds purchased by Group companies or pursuant credit institution: carrying conversion or option rights or to Section 71d sentence 5 of the German Dresdner Bank AG conversion obligations, the authorization Stock Corporation Act. (intra-group mandates) allows for the partial exclusion of share- holders’ subscription rights in the case of a The Board of Management will report The following credit institution subscribed sale of shares by offering them to the on the use of the Authorization at the next to the most recent issuance of securities of shareholders. This provides the alternative General Meeting. Allianz AG within the past five years: of providing holders of already existing Deutsche Bank AG conversion of option rights a subscription right instead of a reduction of the con- We have not received information on partici- version or option price in order to protect pations of financial institutions in the them against dilution. Company, which must be reported pursuant to Section 21 of the German Securities Trading Act The Company may redeem treasury shares (Wertpapierhandelsgesetz). acquired on the basis of this authorization and previous authorizations without obtaining another resolution by the General Meeting. This basically leads to a decrease in the share capital. Alternatively, the Board of Management is authorized to carry out the redemption without changing the share capital pursuant to Section 237 paragraph 3 no.3 of the German Stock Corporation Act. In this case, the proportionate share in the share capital of the remaining shares