Communiqué Du 22 Mars English Version Finale
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Unofficial translation for information purposes only March 22, 2007 Allianz SE Allianz Holding France Societas Europaea Société par Actions Simplifiée with a share capital of 1,106,304,000 euros with a share capital of 37,000 euros registered with the commercial register of the registered with the Companies Registry of Paris under Munich local court ( Amtsgericht ) under HRB 164232 number 494 450 455 Registered office: Königinstrasse 28 – 80802 Munich, Registered office: 12, rue Notre-Dame des Victoires - 75002 Federal Republic of Germany Paris, France SIMPLIFIED MIXED CASH AND EXCHANGE OFFER FOR THE SHARES OF ASSURANCES GÉNÉRALES DE FRANCE SA JOINTLY INITIATED BY and ALLIANZ HOLDING FRANCE SAS AND PRESENTED BY Terms of the offer: 87.50 euros in cash and 0.25 of an Allianz SE share to be issued (subject to adjustment of the cash amount as described in section 2.5 of the offer document) for 1 AGF share Duration of the offer: From 23 March to 20 April 2007 (included) WorldReginfo - 5e219906-0a1e-445d-9b79-73f3b0683957 Unofficial translation for information purposes only March 22, 2007 This press release has been prepared and is being published in accordance with the provisions of articles 231-27 and 231-28 of the General Regulations of the Autorité des Marchés Financiers (the “AMF ”). The AMF has, in its meeting held on 20 March 2007, approved in accordance with article 231-23 of the AMF General Regulations the simplified mixed cash and exchange offer for the shares of Assurances Générales de France (“ AGF ”) initiated by Allianz SE and Allianz Holding France (the “Offer ”), this approval also constituting the clearance of the offer document prepared by Allianz SE and Allianz Holding France under n° 07-090 dated 20 March 2007 (the “ Offer Document ”). The following documents: (i) The Offer Document relating to the Offer, (ii) the document setting out additional information, particularly legal, financial and accounting information, concerning Allianz Holding France, filed by Allianz Holding France with the AMF on 21 March 2007, (iii) the document setting out additional information, particularly legal, financial and accounting information, concerning Allianz SE, filed by Allianz SE with the AMF on 21 March 2007, (iv) the prospectus prepared by Allianz SE and approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin ”) on 20 March 2007 (together with the documents incorporated by reference, the “Prospectus ”) for the Offer for the shares of AGF and for the admission to trading of the shares to be issued by Allianz SE as consideration for the Offer on the official markets of the securities exchanges in Frankfurt/Main, Berlin- Bremen, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart, as well as on the Prime Standard sub-segment of the official market of the Frankfurt Stock Exchange, on the Eurolist market of Euronext Paris SA, on the London Stock Exchange, and on the MTA International segment of the Italian Stock Exchange (Borsa Italiana ), whose approval certificate and a copy were notified by BaFin to the AMF on 20 March 2007 in accordance with the European passport mechanism provided for by Directive 2003/71/CE of the European Parliament and of the Council of 4 November 2003, (v) a translation into French of the Prospectus summary, are available on the websites of Allianz (www.allianz.com ) and AMF ( www.amf-france.org ), and may be obtained free of charge from: Allianz Holding France 12, rue Notre-Dame des Victoires 75002 Paris Goldman Sachs International Rothschild & Cie Banque Calyon c/o Goldman Sachs Paris Inc. 29, avenue de Messine 9, quai du Président Paul Doumer 2, rue de Thann 75008 Paris 92920 Paris La Défense Cedex 75017 Paris Allianz SE draws your attention on the risk factors mentioned in the Prospectus. The Offer is subject to legal restrictions outside France, included in the United States. This document shall not be communicated nor published outside France. 2 WorldReginfo - 5e219906-0a1e-445d-9b79-73f3b0683957.