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Extraordinary General Meeting of Allianz AG on February 8, 2006

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Extraordinary General Meeting of Allianz AG on February 8, 2006 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.
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