BW20030321002077 20030321T170445Z UTC
( BW)(ALLIANZ-AG)(ALZ) Notice of AGM
Business Editors
UK REGULATORY NEWS
MUNICH, Germany--(BUSINESS WIRE)--March 21, 2003--
o Invitation to the Annual General Meeting
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Our shareholders are invited to the
Annual General Meeting
of Allianz Aktiengesellschaft, to be held on
Tuesday, 29 April 2003, at
10:00 a.m.
at the Olympiahalle in the Olympiapark, Coubertinplatz, 80809 Munich, Germany.
o Agenda
1. Report of the Board of Management on the Development of Business
Presentation of the approved Financial Statements, the
Management Report and the report of the Supervisory Board as
well as the Consolidated Financial Statements and the
Management Report for the Group for the fiscal year 2002.
The above records are available for inspection at the
registered office of the Company, Koniginstrasse 28, 80802
Munich, Germany and on the Internet under
www.allianzgroup.com/agm as part of the Annual Reports of
Allianz AG and the Allianz Group. Upon request, a copy will be
sent to shareholders.
2. Appropriation of Net Earnings
The Board of Management and the Supervisory Board propose that
the available net earnings of Euro 1,164,997.000 be appropriated
as follows:
|X| Distribution of a dividend of Euro 1.50 per no-par
share entitled to a dividend Euro 373,908,940.50
|X| Allocation to retained earnings Euro 791,088,059.50
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|X| Net earnings Euro 1,164,997,000.00
The proposal on the appropriation of net earnings takes into
consideration shares held by the Company, directly or
indirectly, which are not entitled to dividends pursuant to
Section 71b of the German Stock Corporation Act.
Until the Annual General Meeting, the number of shares
entitled to dividends may be reduced or increased through
further share repurchases or the sale of treasury shares. In
such case, the proposed resolution will be adjusted, while the
distribution of a dividend of Euro 1.50 per no-par share entitled
to a dividend will remain unchanged.
3. Approval of the Actions of the Members of the Board of Management
The Board of Management and the Supervisory Board propose that
the actions of the members of the Board of Management for the
fiscal year 2002 be approved.
4. Approval of the Actions of the Members of the Supervisory Board
The Board of Management and the Supervisory Board propose that
the actions of the members of the Supervisory Board for the
fiscal year 2002 be approved.
5. Elections to the Supervisory Board
The term of office of all members of the Supervisory Board
expires at the end of the Annual General Meeting on 29 April
2003. The employee representatives on the Supervisory Board
were elected by the employees on 17 March 2003. The names of
the elected representatives will be published in the
Bundesanzeiger (German Federal Gazette) and the Internet
(www.allianzgroup.com/agm). The shareholder representatives
are to be elected by the Annual General Meeting on 29 April
2003.
The Supervisory Board proposes that the following resolution
be adopted:
The following persons are elected for a term of five years
until the end of the Annual General Meeting 2008 as
shareholder representatives to the Supervisory Board:
Dr. Wulf H. Bernotat, Essen,
Chairman of the Board of Management of E.ON AG (from 1 May 2003)
Dr. Diethart Breipohl, Icking,
Former Member of the Board of Management of Allianz AG
Bertrand Collomb, Paris,
President Directeur General Lafarge
Dr. Gerhard Cromme, Essen,
Chairman of the Supervisory Board of ThyssenKrupp AG
Jurgen Dormann, Zurich,
President and CEO, and Chairman of the Board of ABB Ltd.
Dr. Renate Kocher, Konstanz,
Director of the Institut fur Demoskopie Allensbach
Dr. Manfred Schneider, Leverkusen,
Chairman of the Supervisory Board of Bayer AG
Dr. Hermann Scholl, Stuttgart,
Chairman of the Management of Robert Bosch GmbH
Jurgen E. Schrempp, Stuttgart,
Chairman of the Board of Management of DaimlerChrysler AG
Dr. Henning Schulte-Noelle, Munich,
Chairman of the Board of Management of Allianz AG (until 29 April 2003)
The following persons are elected as substitute members of the
Supervisory Board for the shareholder representatives named
above:
Dr. Albrecht Schafer, Munich,
General Counsel of Siemens AG
Dr. Jurgen Than, Hofheim a. Ts.,
General Counsel of Dresdner Bank AG
These persons will become members of the Supervisory Board in
the listed sequence if Supervisory Board members that are
shareholder representatives or substitute members for such
Supervisory Board members resign from the Supervisory Board
prior to the end of the regular term and the Annual General
Meeting does not elect a successor before such resignation.
The term of substitute members who join the Supervisory Board
shall expire at the end of the Annual General Meeting in which
a successor of the replaced Supervisory Board member is
elected, and not later than the time at which the regular term
of such replaced Supervisory Board member would have expired.
A substitute member who has joined and then left the
Supervisory Board before the end of his term will re-assume
his initial position in the order of the substitute members.
The Annual General Meeting is not bound by election proposals. Pursuant to Sec. 96 par. 1, 101
par.1 of the German Stock Corporation Act and Sec. 7 par. 1 No. 3 of the German Co-Determination
Act, the Supervisory Board is composed of ten members to be elected by the Annual General Meeting
and ten members to be elected by the employees.
6. Cancellation of Authorised Capital 1998, Creation of Authorised Capital 2003/I, and Amendment to
the Articles of Association
The Authorised Capital 1998 (Art. 2 par. 5 of the Articles of Association) will expire on 7 July
2003 and should therefore be renewed. The authorised capital serves to protect against dilution
caused by bonds carrying conversion or option rights that might be issued in the future.
The Board of Management and the Supervisory Board propose that
the following resolution be adopted:
a) The Board of Management is authorised to increase the capital stock of the Company on one or
more occasions on or before 28 April 2008 by up to Euro 10,000,000 in the aggregate, upon the
approval of the Supervisory Board, by issuing new no-par shares registered in the name of the
holders against contribution in cash (Authorised Capital 2003/I). The Board of Management is
authorised, upon the approval of the Supervisory Board, to exclude shareholders' pre-emptive
rights in the case of a capital increase against contributions in cash in order to grant
pre-emptive rights on new shares to holders of bonds issued by Allianz AG or its Group companies
that carry conversion or option rights or conversion obligations to such an extent as such holders
would be entitled after having exercised their conversion or option rights or after any conversion
obligations have been fulfilled. Furthermore, the Board of Management is authorised, upon the
approval of the Supervisory Board, to exclude fractional amounts from the shareholders'
pre-emptive rights.
The Board of Management is authorised, upon the approval of
the Supervisory Board, to determine additional rights of the
shares and the conditions of their issuance.
b) Art. 2 par. 5 of the Articles of Association shall be amended as follows:
"5. The Board of Management is authorised to increase the
capital stock of the Company on one or more occasions on or
before 28 April 2008 by up to Euro 10,000,000 in the aggregate,
upon the approval of the Supervisory Board, by issuing new
no-par shares registered in the name of the holders against
contribution in cash (Authorised Capital 2003/I). The Board of
Management is authorised, upon the approval of the Supervisory
Board, to exclude shareholders' pre-emptive rights in the case
of a capital increase against contributions in cash in order
to grant pre-emptive rights on new shares to holders of bonds
issued by Allianz AG or its Group companies that carry
conversion and/or option rights or conversion obligations to
such an extent as such holders would be entitled after having
exercised their conversion or option rights or after any
conversion obligations have been fulfilled. Furthermore, the
Board of Management is authorised, upon the approval of the
Supervisory Board, to exclude fractional amounts from the
shareholders' pre-emptive rights.
The Board of Management is authorised, upon the approval of
the Supervisory Board, to determine additional rights of the
shares and the conditions of their issuance."
c) The authorisation adopted by the Annual General Meeting on 8
July 1998 for the Authorised Capital 1998 pursuant to Art. 2
par. 5 of the Articles of Association shall be revoked upon
the adoption of the Authorised Capital 2003/I. The Board of
Management is instructed to file the resolution regarding
cancellation of the Authorised Capital 1998 with the
Commercial Register in such a manner that the cancellation is
entered after the Authorised Capital 2003/I to be adopted
pursuant to lit. (a) and (b) of this agenda has been filed
with the Commercial Register.
7. Authorisation to Acquire Company Shares for Trading Purposes
The authorisation to acquire Company shares for trading
purposes according to Sec. 71 par. 1 No. 7 of the German Stock
Corporation Act, adopted by last year's Annual General Meeting
on 12 June 2002, expires 11 December 2003, and therefore
should be renewed. In particular, the renewal will allow
Dresdner Bank AG, which belongs to the AlIianz Group, to trade
in shares of Allianz AG.
The Board of Management and the Supervisory Board therefore
propose that the following resolution be adopted:
a) Domestic or foreign credit institutions, within the meaning
of Sec. 71 par. 1 No. 7 of the German Stock Corporation Act,
that are majority-owned by the Company shall be authorised to
buy and sell shares of the Company for trading purposes. The
total number of shares acquired under this authorisation,
together with other treasury shares held by the Company (or
that the Company is deemed to hold according to Sec. 71a et
seq. of the German Stock Corporation Act), shall at no time
exceed 10% of the capital stock of Allianz AG.
b) Based on this resolution, shares shall be acquired only if
the consideration paid per share is not more than 10% higher
or lower than the average closing auction price of shares of
Allianz AG (in the XETRA-trading system or any comparable
succeeding system) during the three trading days preceding
the acquisition of the shares.
c) The trading position in shares acquired for this purpose
shall not, at the end of any day, exceed 5% of the capital
stock of Allianz AG.
d) This authorisation shall be effective until (and including)
28 October 2004. The currently existing authorisation to
acquire Company shares for the purpose of securities trading,
adopted by the Annual General Meeting on 12 June 2002 and
expiring 11 December 2003, shall be revoked upon adoption of
the new authorisation.
8.
Authorisation to Acquire Company Shares for Other Purposes
The authorisation granted to the Board of Management by the
Annual General Meeting on 12 June 2002 to buy Company shares
pursuant to Sec. 71 par. 1 No. 8 of the German Stock
Corporation Act expires 11 December 2003, and therefore should
be renewed. The proposed resolution sets forth alternative
methods by which the Company may acquire and subsequently use
its own shares.
The Board of Management and the Supervisory Board propose that
the following resolution be adopted:
a) The Company shall be authorised to acquire Company shares up
to a total of 10% of the current capital stock of Allianz AG;
the total amount of Company shares acquired, together with
other treasury shares held by the Company, or that the
Company is deemed to hold according to Sec. 71a et seq. of
the German Stock Corporation Act, shall at no time exceed 10%
of the capital stock of Allianz AG. This authorisation shall
not be used for the purpose of trading in the Company's
shares.
b) This authorisation may be exercised, in whole or in part and
on one or more occasions, to pursue one or several purposes
by the Company or by other companies controlled by the
Company or that are majority-owned by the Company or by third
parties acting for the account of such companies or for the
account of the Company . This authorisation shall be
effective until 28 October 2004. The authorisation to acquire
Company shares for other purposes, granted at the Annual
General Meeting of Allianz AG on 12 June 2002, shall be
revoked upon adoption of the new authorisation.
c) The share repurchase may be carried out, at the discretion of
the Board of Management, (i) through a stock exchange, (ii)
through a public tender offer or a public invitation to
tender shares, or (iii) through an exchange offer against
shares of a listed company within the meaning of Sec. 3 par.
2 of the German Stock Corporation Act, or through a public
invitation to tender shares. Alternatives (ii) and (iii) are
subject to the provisions of the German Takeover Act, if and
to the extent applicable.
(1) If the shares are repurchased over a stock
exchange, the purchase price per share
(excluding incidental costs) shall not be more
than 15% higher or lower than the opening
auction price on the respective trading day in
the Xetra-trading system or any comparable
succeeding system.
(2) If the shares are repurchased through a public tender offer or a public invitation to tender
shares, the tender price per share (without incidental costs), or the high and low
ends of the price range, shall not be more than 20% higher or lower than the
closing price in the Xetra-trading system or a comparable succeeding system on the
third trading day prior to the public announcement of the tender offer or the
public invitation to tender shares. If, after the publication of the public tender
offer or public invitation to tender shares, material deviations in the relevant
stock exchange price occur, the offer or invitation to tender shares can be
adjusted accordingly. In such a case, the basis of the adjustment will be the stock
exchange price on the third trading day prior to the public announcement of the
adjustment. The volume can be restricted. If the offer is oversubscribed or, in the
case of an invitation to tender shares, not all equivalent offers are accepted,
shares shall be repurchased on a pro-rata basis. Preferential acceptance may be
provided for small lots of up to 100 shares per shareholder. The public tender
offer or the invitation to tender shares may stipulate additional conditions.
(3) If the repurchase is made through a public offer to exchange, or a public invitation to tender
shares in exchange of, shares of Allianz AG against shares of a listed company
within the meaning of Sec. 3 par. 2 of the German Stock Corporation Act (,,exchange
shares"), the exchange ratio may be stipulated or may be determined by way of an
auction. Consideration in cash may supplement the delivery of exchange shares or
may be used to settle fractional amounts. Irrespective of the procedure for the
exchange, the exchange price per share or the relevant high and low ends of the
exchange price range in form of one or more exchange shares and fractional amounts,
including any cash or fractional amounts (excluding incidental costs), shall not be
more than 20% higher or lower than the relevant value of a share in Allianz AG.
The value of the shares of Allianz AG and of the
exchange shares shall be determined based on the
relevant closing price in the Xetra-trading
system (or, if the respective shares are not
traded in the XETRA-trading system, the trading
system used in the particular market segment
that is as close to XETRA as possible) on the
third trading day prior to the public
announcement of the exchange offer or public
invitation to tender shares. If, after the
public announcement of the public exchange offer
or the invitation to tender shares, substantial
price deviations occur, the offer or invitation
to tender shares can be adjusted. In such a case
the basis of the adjustment will be the prices
on the third trading day prior to the public
announcement of an adjustment. The volume can be
restricted. If the offer is oversubscribed or,
in the case of an invitation to tender shares,
not all equivalent offers are accepted, the
shares will be repurchased on a pro-rata basis.
Preferential acceptance may be provided for
small lots of up to 100 shares per shareholder.
The exchange offer or invitation to tender
shares may stipulate additional conditions.
d) The Board of Management shall be authorised to use shares of
the Company repurchased on the basis of this authorisation
for any lawful purposes, including any of the following:
(1) No additional resolution by the Annual General Meeting will be required for the redemption of
the shares or its execution.
(2) The shares can be sold in ways other than on a stock exchange or through an offer to the
shareholders if they are sold for cash at a price not substantially below the stock
exchange price of shares of the same class at the time of the sale. This authorisation
is, however, restricted pursuant to Sec. 186 par. 3 sentence 4 of the German Stock
Corporation Act to the extent that the total number of shares sold under exclusion of
pre-emptive rights shall not exceed 10% of the capital stock of Allianz AG, either at
the time when this authorisation takes effect or when it is exercised. In determining
this 10% limit, all shares must be included that are issued on the basis of either (i)
an authorisation to issue from authorised capital new shares that exclude pre-emptive
rights pursuant to Sec. 186 par. 3 sentence 4 of the German Stock Corporation Act, which
is in effect at the time of this authorisation taking effect, or (ii) a subsequent
authorisation replacing such existing authorisation. Furthermore, shares required to be
issued to meet obligations arising from bonds carrying conversion and/or option rights
or conversion obligations must also be included in determining this limitation to 10% of
the capital stock of Allianz AG, if these bonds were issued or are to be issued
excluding pre-emptive rights pursuant to Sec. 186 par. 3 sentence 4 of the German Stock
Corporation Act on the basis of either (i) an authorisation that is in effect at the
time of this authorisation taking effect, or (ii) a subsequent authorisation replacing
such existing authorisation.
(3) The shares may be sold for contributions in kind,
particularly in the case of mergers or in the case
of acquisitions of an enterprise, a business unit,
or an interest in an enterprise.
(4) The shares may be placed on foreign stock exchanges
on which they are not yet admitted for trading. The
initial offer price (excluding incidental costs) of
these shares may not be more than 5% below the
closing price in the Xetra-trading system or a
comparable succeeding system on the last trading day
prior to the listing.
(5) The shares may be delivered to fulfil the rights of
holders of bonds carrying conversion or option
rights issued by the Company or any of its Group
companies.
e) The authorisations under sub-item d) shall also apply to
Company shares repurchased on the basis of earlier
authorisations according to Sec. 71 par. 1 No. 8 of the
German Stock Corporation Act and - with the exception of
sub-item d), (1) - to any such shares repurchased according
to Sec. 71d sentence 5 of the German Stock Corporation Act.
f) The authorisations under sub-item d) may be exercised on one
or more occasions, in whole or in part, individually or
jointly. The authorisations under sub-item d), (2), (3), (5)
may also be exercised by companies controlled by the Company
or that are majority-owned by the Company or by third parties
acting on the account of such companies or on the account of
the Company.
g) The shareholders' pre-emptive rights on these Company shares shall be excluded insofar as these
shares are used according to the above authorisation under sub-item d), (2)-(5). Furthermore,
the Board of Management shall be authorised, in the event of a sale of treasury shares
previously acquired through an offer to shareholders, to grant holders of bonds carrying
conversion and/or option rights or conversion obligations issued by the Company or its Group
companies pre-emptive rights on these shares to the extent they would be entitled thereto after
having exercised the conversion/option right or after any conversion obligation has been
fulfilled; to this extent, shareholders' pre-emptive rights shall be excluded.
9.
Amendment to the Articles of Association Relating to Supervisory Board Remuneration
The provisions of the Articles of Association relating to
Supervisory Board remuneration are to be amended to take into
account the recommendations of the German Corporate Governance
Code.
The Board of Management and the Supervisory Board propose that
the following resolution be adopted:
Art. 9 of the Articles of Association shall be amended as
follows:
1. "Each member of the Supervisory Board will receive an
annual fixed remuneration of Euro 4,000 and, in addition,
a remuneration of Euro 500 for every cent by which the
dividend per share declared by the Annual General
Meeting exceeds the amount of 15 cents.
2. The Chairman of the Supervisory Board will receive double, and each Vice Chairman
one-and-one-half times, the remuneration according to par. 1. Each member of a
Supervisory Board committee, except for the mediation committee according to Sec. 27 par.
3 of the Co-Determination Act and the audit committee, will receive an additional 25 % of
the remuneration formed according to par. 1, while the chairmen of these committees will
receive an additional 50 %. Members of the audit committee will receive an additional
annual fixed remuneration of Euro 30,000, while the chairman will receive an additional Euro
45,000. Supervisory Board members who served for only part of the fiscal year shall
receive one twelfth of the annual remuneration for each initiated month of service. This
applies in the same manner to members of Supervisory Board committees. The total annual
remuneration of a member of the Supervisory Board shall not exceed double, and the
remuneration of the Chairman of the Supervisory Board shall not exceed triple, the
remuneration according to par. 1.
3. The Company reimburses the members of the Supervisory
Board for their out-of-pocket expenses and for the VAT
payable on these salaries. The Company provides
insurance coverage and technical support to the
Supervisory Board members to the extent reasonably
adequate to carry out the Supervisory Board duties.
4. For the time period until the Annual General Meeting
in 2003, the remuneration of the members of the
Supervisory Board will be calculated according to the
provisions of the Articles of Association governing at
that time."
Currently, Art. 9 of the Articles of Association reads as follows:
1. "Each member of the Supervisory Board will receive an
annual remuneration of Euro 4,000, which will increase by
Euro 500 for every cent which the dividend per share
exceeds the amount of 15 cents. The Chairman of the
Supervisory Board will receive double these amounts
and every other member of a Committee of the
Supervisory Board, except for the mediation committee
according to Sec. 27 par. 3 of the Co-determination
Act, one-and-a-half times these amounts.
2. The Company reimburses the members of the Supervisory
Board for their out-of-pocket expenses and for the VAT
payable on these salaries. The Company provides
insurance coverage and technical support to the
Supervisory Board members to the extent reasonably
adequate for the exercise of their Supervisory Board
office."
10. Miscellaneous Amendments to the Articles of Association
Since the last Annual General Meeting, several new German
statutes (in particular the German Transparency and Disclosure
Act) have become effective. To adapt the Articles of
Association to the new legislation and to clarify existing
provisions, the Board of Management and the Supervisory Board
propose that the following resolutions be adopted:
a) Art. 11 pars. 2, 3 and 4 of the Articles of Association shall become Art. 11 pars. 3, 4 and 5. A
new Art. 11 par. 2 shall be inserted to read as follows:
"2. The members of the Board of Management and the Supervisory
Board shall attend the Annual General Meeting in person.
Members of the Supervisory Board, who cannot attend the Annual
General Meeting due to an important reason or who are not able
to complete the round trip to and from the premises of the
Annual General Meeting within one day, can participate by
means of audio and visual transmission."
b) Art. 12 of the Articles of Association shall be amended to read as follows:
"The Board of Management shall prepare the Annual Financial
Statements (Balance Sheet, the Profit and Loss Statement and
Notes) and the Management Report, as well as the Consolidated
Financial Statements and the Management Report for the Group,
and submit these to the Supervisory Board and to the Auditor
within the time prescribed by law."
Currently, Art. 12 of the Articles of Association reads as follows:
"The Board of Management shall draw up the Annual Balance
Sheet, the Profit and Loss Account and Notes (Annual Accounts)
and the Annual Report, and submit these to the Auditor within
the time prescribed by law."
c) A new Art. 15 of the Articles of Association shall be inserted to read as follows:
"The Annual General Meeting shall adopt a resolution on the
appropriation of net earnings. The distribution may be a
dividend in kind instead of, or in addition to, a cash
dividend."
As a result of this insertion, the heading of Section 5, above
Art. 12 of the Articles of Association, shall be amended to
read as follows:
"5. Annual Financial Statements, Appropriation of Net Earnings"
11. Approval of Control and Profit Transfer Agreements
The Board of Management and the Supervisory Board propose that
the control and profit transfer agreements between Allianz AG
and the enterprises listed hereafter (the "Controlled
Enterprises") be approved:
a) Advance Holding Aktiengesellschaft, Munchen
Control and Profit Transfer Agreement dated 19/20 November 2002;
b) Allianz Autowelt GmbH, Munchen
Control and Profit Transfer Agreement dated 20 November 2002,
amended by agreement dated 27 January 2003;
c) Allianz Far East Holding GmbH, Munchen
Control and Profit Transfer Agreement dated 31 October 2002;
d) Allianz Osteuropa Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 12 November 2002;
e) Allianz Private Equity Holding GmbH (previously:,,Antiope Vermogensverwaltungsgesellschaft
mbH"), Munchen
Control and Profit Transfer Agreement dated 12 November 2002;
f) Allianz ProzessFinanz GmbH, Munchen
Control and Profit Transfer Agreement dated 20 November 2002,
amended by agreement dated 27/28 January 2003;
g) AZ-Arges Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 30 August 2002;
h) AZ-Argos 3 Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 30 August 2002;
i) AZ-Argos 10 Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 1 October 2002;
j) AZ-Argos 15 Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 19 November 2002;
k) AZ-Argos 19 Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 31 October 2002;
l) AZ-BDF Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 30 August 2002;
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m) Orpheus Vermogensverwaltungsgesellschaft mbH, Munchen
Control and Profit Transfer Agreement dated 31 October 2002.
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The main points of the agreements are as follows:
- The Controlled Enterprises subject their management to Allianz
AG, which is entitled to issue instructions to them. In addition,
the Controlled Enterprises - with the exception of those listed
under lit. a), b), e) and f) - obligate themselves, for the
duration of the agreement, to undertake only such transactions as
would also be permissible for Allianz AG.
- The Controlled Enterprises must transfer all their profits to
Allianz AG.
- Other than legal reserves, the Controlled Enterprises may, upon
the approval of Allianz AG, establish earnings reserves (Sec. 272
par. 3 of the German Commercial Code) from their net income for
the fiscal year only, if and to the extent that such reserves are
permitted by the Commercial Code and are economically prudent
under reasonable business judgement. Disposable reserves (other
earnings reserves under Sec. 272 par. 3 of the Commercial Code
and capital reserves from additional paid in capital under Sec.
272 par. 2 No. 4 of the Commercial Code) that were established
during the term of the profit transfer agreements must be
liquidated upon request of Allianz AG and shall be offset against
any year's net loss or shall be transferred as profit. The
transfer of amounts from the liquidation of disposable reserves
established before the respective agreement was entered into is
not permissible.
- Allianz AG is obligated under Sec. 302 pars. 1 and 3 of the German Stock Corporation Act to
compensate the net loss of the Controlled Enterprises in any year, to the extent that the loss cannot
be compensated by transferring funds from disposal reserves (other earnings reserves under Sec. 272
par. 3 of the Commercial Code and capital reserves from additional paid-in capital under Sec. 272
par. 2 No. 4 of the Commercial Code) which were established during the term of the agreement.
The agreements shall take effect retroactively - except
with respect to the right of Allianz AG to issue instructions
- as of the dates indicated below ("Inception of agreement")
and may be terminated by any party thereto with effect from
the dates indicated thereafter ("First termination date") with
six months' advance notice:
a) Advance Holding Aktiengesellschaft
Inception of agreement: 01.01.2003
First termination date: 31.12.2007
b) Allianz Autowelt GmbH
Inception of agreement: 21.03.2002
First termination date: 31.12.2007
c) Allianz Far East Holding GmbH
Inception of agreement: 01.01.2002
First termination date: 31.12.2006
d) Allianz Osteuropa Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 01.01.2002
First termination date: 31.12.2006
e) Allianz Private Equity Holding GmbH
Inception of agreement: 01.01.2002
First termination date: 31.12.2006
f) Allianz ProzessFinanz GmbH
Inception of agreement: 20.03.2002
First termination date: 31.12.2007
g) AZ-Arges Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 12.08.2002
First termination date: 31.08.2007
h) AZ-Argos 3 Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 22.08.2002
First termination date: 31.08.2007
i) AZ-Argos 10 Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 23.08.2002
First termination date: 31.10.2007
j) AZ-Argos 15 Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 21.09.2002
First termination date: 31.12.2007
k) AZ-Argos 19 Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 02.09.2002
First termination date: 31.10.2007
l) AZ-BDF Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 12.08.2002
First termination date: 31.08.2007
Orpheus Vermogensverwaltungsgesellschaft mbH
Inception of agreement: 01.01.2002
First termination date: 31.12.2006
If the applicable agreement is not terminated, it is
automatically renewed for one year from the termination date.
The right to terminate the agreements for material reasons
without notice remains unaffected.
The shareholders' meetings of the Controlled Enterprises have
approved the respective control and profit transfer
agreements, and those listed under lit. b) and f) have also
approved the amendment to the agreements, and such approval
has been notarized.
At the time when the respective agreements were concluded and
when the Controlled Enterprises' shareholders' meeting
approved such agreements, Allianz AG was the sole shareholder
of these controlled enterprises. Therefore, Allianz AG does
not have to pay compensation or consideration to any outside
shareholders. However, instead of Allianz AG, Allianz
Versicherungs-AG, a wholly-owned subsidiary of Allianz AG, is
the sole shareholder of Allianz Autowelt GmbH and Allianz
ProzessFinanz GmbH. Therefore, pursuant to Sec. 293b - 293e of
the German Stock Corporation Act, these agreements had to be
audited by a common qualified auditor.
The following documents are available for inspection by the
shareholders at the premises of Allianz AG, Koniginstrasse 28,
80802 Munich, as well as at the business premises of the
respective Controlled Enterprise:
- the respective control and profit transfer agreement;
- the respective joint report of the Board of Management of Allianz AG and the management of the
respective Controlled Enterprise;
- Financial Statements and Management Reports of Allianz AG for the past three fiscal years;
- for Advance Holding Aktiengesellschaft additionally:
- the Financial Statements for the past three fiscal years;
- the Management Reports for the fiscal years 2001 and 2002 (for the fiscal year 2002 preparation
of a Management Report was not required pursuant to Sec. 264 par. 1 lit. 3 of the Commercial
Code);
- for Allianz Far East Holding GmbH and Allianz Osteuropa Vermogensverwaltungsgesellschaft mbH
additionally:
- the respective Financial Statements for the past three fiscal years;
- for Allianz Private Equity Holding GmbH (previously "Antiope
Vermogensverwaltungsgesellschaft mbH") and Orpheus
Vermogensverwaltungsgesellschaft mbH additionally:
- the respective Financial Statements for the fiscal years 2001 and 2002;
- for Allianz Autowelt GmbH and Allianz ProzessFinanz GmbH additionally:
- the respective amendment to the Control and Profit Transfer Agreement dated 27/28 January 2003;
- the respective Financial Statements for its first fiscal year 2002;
- the respective Audit Report by Susat & Partner OHG, Auditors, Munich;
- for AZ-Arges Vermogensverwaltungsgesellschaft mbH, AZ-Argos 3
Vermogensverwaltungsgesellschaft mbH and AZ- BDF
Vermogensverwaltungsgesellschaft mbH additionally:
- respective Financial Statements as of the balance sheet date
31/08/2002 for the first fiscal year (according to the
Articles of Association, fiscal year from September 1 to
August 31)
- for AZ-Argos 10 Vermogensverwaltungsgesellschaft mbH and AZ-Argos 19
Vermogensverwaltungsgesellschaft mbH additionally:
- respective Financial Statements as of the balance sheet date
31/10/2002 for its first fiscal year (according to the
Articles of Association, fiscal year from November 1 to
October 31)
- for AZ-Argos 15 Vermogensverwaltungsgesellschaft mbH additionally:
- Financial Statements for the stub fiscal years as of the
balance sheet date 20/09/2002 (stub fiscal year 02/09/2002-
20/09/2002) and for the stub fiscal year as of the balance
sheet date 31/12/2002 (stub fiscal year 21/09/2002-
31/12/2002);
Upon request, each shareholder will receive promptly a copy of
these documents free of charge. The documents are also
available on the Internet (www.allianzgroup.com/agm) and will
also be available for inspection at the Annual General Meeting
of Allianz AG.
12.
Cancellation of Authorised Capital 2001/I, Creation of Authorised Capital 2003/II, and Amendment to the
Articles of Association
Note to our Shareholders: Item 12 will be submitted for
approval to the Annual General Meeting on 29 April 2003 only
if the Board of Management decides, upon the approval of the
Supervisory Board, on or before 28 April 2003 to utilize the
Authorised Capital 2001/I in whole or in part for the purpose
of a capital increase against a contribution in cash. Should
this not be the case, Item 12 is not applicable..
The Board of Management intends, upon the approval of the
Supervisory Board, to increase the share capital of the
Company before the Annual General Meeting on 29 April 2003
pursuant to Art. 2 par. 3 of the Articles of Association
(Authorised Capital 2001/I), if current political and economic
developments so permit. If the Authorised Capital 2001/I is
utilized in whole or in part for a capital increase against a
contribution in cash, the creation of a corresponding new
Authorised Capital will be proposed to the Annual General
Meeting.
Accordingly, to prepare for the possibility that the Board of
Management decides, upon the approval of the Supervisory
Board, on or before 28 April 2003, to utilize the Authorised
Capital 2001/I in whole or in part for the purpose of a
capital increase against a contribution in cash, the following
resolution is proposed to the Annual General Meeting:
The Board of Management and the Supervisory Board propose that
the following resolution be adopted:
a) The authorisation granted by the Annual General Meeting on 11 July 2001 to the Board of
Management under item 5 of the agenda to increase, upon the approval of the Supervisory Board,
the capital stock of the Company on one or more occasions by up to Euro 300,000,000 through the
issuance of new no-par shares registered in the name of the holders against contributions in
cash or in kind, valid until 10 July 2006, in accordance with Art. 2 par. 3 of the Articles of
Association (Authorised Capital 2001/I) is hereby revoked. This cancellation shall apply only
to the extent that the relevant authorisation has not been fully utilized by the time of the
entry in the Commercial Register of a capital increase approved by the Board of Management no
later than 28 April 2003 as permitted by the Authorised Capital 2001/I.
b) New Authorised Capital 2003/II
aa) The Board of Management is hereby authorised to increase the share capital of the Company on one
or more occasions on or before 28 April 2008 by up to Euro 300,000,000 in the aggregate,
upon the approval of the Supervisory Board, by issuing new no-par value shares
registered in the name of the holders against contributions in cash or in kind
(Authorised Capital 2003/II), as soon as the cancellation of the Authorised Capital
2001/I pursuant to sub-item a) is registered with the Commercial Register or the
Authorised Capital 2001/I becomes invalid due to its full utilization through the
completion of a capital increase.
The Board of Management is hereby authorised, upon
the approval of the Supervisory Board, to exclude
shareholders' pre-emptive rights with respect to
shares issued against contributions in kind.
Whenever shares are issued against contributions in
cash, the shareholders shall retain their
pre-emptive rights. The Board of Management is
nevertheless authorised, upon the approval of the
Supervisory Board, to exclude fractional amounts
from shareholders' pre-emptive rights. The Board of
Management is further authorised, upon the approval
of the Supervisory Board, to exclude shareholders'
pre-emptive rights in the case of a capital increase
against contributions in cash if the issue price is
not materially lower than the market price. This
authorisation, however, shall apply only to the
extent that the number of shares issued without
pre-emptive rights - in a manner consistent with the
fourth sentence of Sec. 186 (3) of the German Stock
Corporation Act - does not exceed 10 % of the share
capital existing either at the time this
authorisation becomes effective or at the time it is
exercised. In determining this 10% limit, the sale
of treasury shares must be included to the extent
that this sale is made pursuant to an authorisation
that excludes pre-emptive rights in a manner
consistent with the fourth sentence of Sec. 186 (3)
of the German Stock Corporation Act and that is
either applicable at the time this authorisation
becomes effective or replaced by a subsequent
authorisation. Moreover, in determining this 10%
limit, all shares must be included that are issued
to meet obligations arising from bonds carrying
conversion and/or other option rights or conversion
obligations, to the extent that these bonds have
been issued pursuant to an authorisation that
excludes pre-emptive rights in a manner consistent
with the fourth sentence of Sec. 186 (3) of the
German Stock Corporation Act and that is valid and
existing at the time this authorisation becomes
effective or that is replaced by a subsequent
authorisation.
The Board of Management is hereby authorised, upon
the approval of the Supervisory Board, to determine
additional rights of the and the conditions of their
issuance..
bb) After the cancellation of the existing Authorised
Capital 2001/I (pursuant to sub-item a)) is
registered with the Commercial Register or after the
Authorised Capital 2001/I becomes invalid due to its
full utilization and completion of the capital
increase, Art. 2 (3) of the Articles of Association
shall be amended to read as follows
,,3. The Board of Management is hereby
authorised, upon the approval of the Supervisory
Board, to increase the share capital of the
Company on one or more occasions on or before 28
April 2008 by up to Euro 300,000,000 in the
aggregate by issuing new no-par value shares in
registered form against contributions in cash or
in kind (Authorised Capital 2003/II). The Board
of Management is hereby authorised, upon the
approval of the Supervisory Board, to exclude
shareholders' pre-emptive rights with respect to
shares issued against contributions in kind.
Whenever shares are issued against contributions
in cash, the shareholders shall retain their
pre-emptive rights. The Board of Management is
nevertheless authorised, upon the approval of
the Supervisory Board, to exclude fractional
amounts from the shareholders' pre-emptive
rights. The Board of Management shall be further
authorised, upon the approval of the Supervisory
Board, to exclude shareholders' pre-emptive
rights in the case of a capital increase against
contributions in cash if the issue price is not
materially lower than the market price. This
authorisation, however, shall apply only to the
extent that the number of shares issued without
pre-emptive rights - in a manner consistent with
the fourth sentence of Sec. 186 (3) of the
German Stock Corporation Act - does not exceed a
total of 10 % of the share capital existing
either at the time this authorisation becomes
effective or at the time it is exercised. In
determining this 10% limit, the sale of treasury
shares must be included to the extent that this
sale is made pursuant to an authorisation that
excludes pre-emptive rights in a manner
consistent with the fourth sentence of Sec. 186
(3) of the German Stock Corporation Act and that
is valid and existing at the time this
authorisation becomes effective or that is
replaced by a subsequent authorisation.
Furthermore, in determining this 10% limit, all
shares must be included that are issued to meet
obligations arising from bonds carrying
conversion and/or other option rights or
conversion obligations, to the extent that these
bonds have been issued pursuant to an
authorisation that excludes pre-emptive rights
in a manner consistent with the fourth sentence
of Sec. 186 (3) of the German Stock Corporation
Act and that is either valid and existing at the
time this authorisation becomes effective or
that is replaced by a subsequent authorisation.
The Board of Management is hereby, upon the
approval of the Supervisory Board, authorised to
determine additional rights of the shares as
well as additional conditions of their
issuance."
c) Filing with the Commercial Register
The Board of Management is instructed to file the above
resolution under sub-item a) regarding the cancellation of the
Authorised Capital 2001/I for entry into the Commercial
Register only if
o the completion of a capital increase, utilizing the
Authorised Capital 2001/I and adopted on or before 28
April 2003, has been entered into the Commercial
Register and
o the filing with the Commercial Register provides that
the resolution regarding the creation of the new
Authorised Capital 2003/II in the amount of Euro
300,000,000 under sub-item b) aa) and the respective
amendment to the Articles of Association under
sub-item b), bb) will be entered into the Commercial
Register immediately after the entry of the
cancellation.
Participation in the Annual General Meeting
Pursuant to Art. 10 par. 3 of the Articles of Association, shareholders may participate in the
Annual General Meeting and exercise their voting rights - personally or by proxy - if they give
notice to the Board of Management of the Company by Tuesday, 22 April 2003, either in writing to
Allianz AG
Hauptversammlung 2003
c/o ADEUS Aktienregister-Service-GmbH
60215 Frankfurt
Germany
or electronically according to the procedure defined by the Company under the Internet address
www.allianzgroup.com/agm-service
provided the respective shares are registered in the share
register. For purposes of determining participation and voting
rights, the status of the share register as of 22 April 2003
shall be decisive. Persons entitled to participate will be
provided with admission tickets and ballots.
Shareholders registered in the share register may also
exercise their voting rights during the Annual General Meeting
through a representative, e.g. a financial institution or an
association of shareholders. In such case, the representative
itself must notify the Board of Management of its attendance
or the shareholder must do so in time. If neither a financial
institution nor an association of shareholders is the
representative, the proxy has to be granted in writing or
under the Internet address above.
As a special service, we also offer to all our shareholders at
this year's Annual General Meeting the option to authorize
persons appointed by the Company to vote on the shareholders'
behalf. These persons can be authorised in writing with the
form submitted to the shareholders or via Internet
(www.allianzgroup.com/agm-service) under the procedure defined
by the Company. The representatives will vote solely on the
basis of the instructions given by the shareholder.
Shareholders who wish to use the Internet to order admission
tickets or to authorize a representative appointed by the
Company will need their shareholder number and the respective
online password for the Annual General Meeting. These data
will be sent by ordinary mail to all shareholders who are
registered in the share register.
Financial institutions which are listed in the share register
but do not hold title to these shares may exercise the voting
rights pertaining thereto only by proxy of the shareholder.
Holders of American Depositary Receipts (ADR) will be provided
with proxy documents by JP Morgan Chase (Depositary).
Queries regarding the Annual General Meeting should be addressed to
Allianz AG
Investor Relations
Koniginstrasse 28
80802 Munich
Germany
Telefax: ++49.89.3800-3899
E-mail: investor.relations@allianz.com
Shareholder counter motions within the meaning of Sec. 126 of
the German Stock Corporation Act ("counter motions") must be
sent to the above address; counter motions addressed otherwise
cannot be taken into consideration. Counter motions received
by us no later than midnight CET, 14 April 2003, will be made
accessible via Internet (www.allianzgroup.com/agm). A notice
in writing to be sent to all shareholders is no longer
required by the German Stock Corporation Act. Comments on
counter motions by the management will be published under the
Internet address (www.allianzgroup.com/agm) above.
Shareholders may watch the Annual General Meeting on 29 April
2003 beginning at 10:00 A.M. in its entirety live via Internet
(www.allianzgroup.com/hv-service). Shareholders can obtain
online access by entering their shareholder number and the
respective online password. The opening of the Annual General
Meeting by the host of the Annual General Meeting and the
speech of the Chairman of the Board of Management will be
accessible to all shareholders live on the Internet
(www.allianzgroup.com/agm) and will also be available as a
recording after the Annual General Meeting. No recording of
the entire live transmission will be made.
Further details on registration, granting of proxy, and
Internet transmission of the Annual General Meeting are
provided with the documents sent to the shareholders.
Munich, March 2003 The Board of Management
Reports of the Board of Management to the Annual General Meeting Regarding Items 6, 8 and 12 of the
----------------------------------------------------------------------------------------------------
Agenda Pursuant to Sec. 203 par. 2 Sentence 2, Sec. 71 par. 1 No. 8 in Conjunction With Sec. 186 par. 4
--------------------------------------------------------------------------------------------------------
Sentence 2 and Sec. 186 par. 3 Sentence 4 of the German Stock Corporation Act
-----------------------------------------------------------------------------
1. Report on Item 6 of the agenda Regarding the Exclusion of Shareholders' pre-emptive rights in
connection with the Authorised Capital 2003/I)
Within the framework of the Authorised Capital 2003/I, it
should be possible to exclude shareholders' pre-emptive rights
to the extent this is necessary to grant pre-emptive rights on
shares to holders or creditors of bonds to be issued in the
future that carry conversion and/or option rights, if the
terms of the relevant bonds provide for such pre-emptive
rights. Such bonds have as a rule a protection against
dilution, which provides that the holders or creditors in the
case of subsequent share issuances may be granted pre-emptive
rights, to which the shareholders are also entitled, instead
of a reduction in the option or conversion price. Such holders
or creditors are thus placed in the same position as if they
had already exercised their option or conversion rights or a
conversion obligation had been fulfilled. This has the
advantage that the Company - in contrast to a protection
against dilution through reduction of the option or conversion
price - can realize a higher issue price for the shares to be
issued in connection with the exercise of a conversion or
option right. In order to be able to provide the bonds with
this protection against dilution, the shareholders'
pre-emptive rights on these shares must be excluded.
Furthermore, the Board of Management is authorised, upon the
approval of the Supervisory Board, to exclude any fractional
amounts from the shareholders' pre-emptive rights in order to
facilitate the capital measure.
2. Report on Item 8 of the Agenda Regarding the Exclusion of Shareholders' pre-emptive rights in
connection with the authorisation of use of Company shares)
At previous Annual General Meetings, Allianz AG adopted
resolutions authorising the Board of Management to repurchase,
and subsequently dispose of, Company shares, the most recent
such authorisation expiring 11 December 2003. The
authorisation should therefore be renewed.
Item 8 would authorize the Company to repurchase, on or before
28 October 2004, directly or through controlled enterprises or
other subsidiaries, or through other third parties acting for
the account of such enterprises or other subsidiaries or for
the account of the Company, Company shares totalling up to 10
% of the current capital stock of Allianz AG.
Pursuant to Sec. 71 par. 1 No. 8 of the German Stock Corporation Act, the shares may also be
repurchased and sold in ways other than via a stock exchange. The authorisation makes use of this
option.
In addition to buying on a stock exchange, the Company should
also be given the alternative to acquire Company shares by a
tender offer to the shareholders of the Company or by making a
public invitation to tender shares. The principle of equal
treatment set forth by the German Stock Corporation Act must
thereby be observed. In this instance, the offerees may decide
how many shares they wish to tender and, if a price range has
been fixed, at what price. If the tender offer is
oversubscribed or, in the case of a public invitation to
tender shares, not all equivalent offers can be accepted, the
shares should be repurchased on a pro-rata basis. It should,
however, be permissible to provide for preferential treatment
of small offers or of small fractions of offers of up to 100
shares per shareholder. This procedure is intended to prevent
fractional amounts in the determination of amounts to be
acquired on a pro-rata basis, thus facilitating technical
settlement of the offer. The price offered per share, or the
high and low ends of the price range offered (excluding
incidental costs), may not be more than 20% higher or lower
than the closing price in the XETRA-trading system or a
comparable succeeding system on the third trading day prior to
the public announcement of the tender offer, or the public
invitation to tender shares. Should the share price deviate
materially from the applicable price after the public
announcement of the tender offer, or the invitation to tender
shares, the price may alternatively be determined by the share
price on the third trading day prior to the public
announcement of a potential adjustment. The tender offer or
the invitation to tender shares may stipulate further
conditions.
The Company should also be given the option to offer as
consideration shares of a listed company within the meaning of
Sec. 3 par. 2 of the German Stock Corporation Act.
Accordingly, a company is deemed to be a listed company if its
shares are admitted to trading on a market which is regulated
and supervised by a state-recognized authority, has regular
trading and is directly or indirectly accessible to the
general public. Therefore, the Company would have more
flexibility than if it were restricted to cash offers. At the
same time, the Company would obtain the opportunity to dispose
of its shareholdings. Correspondingly, shareholders could
exchange their shares in Allianz AG for shares in those
companies. A specific exchange ratio may be stipulated or may
be determined by way of an auction. Cash consideration may
supplement the delivery of exchange shares or be used to
settle fractional amounts. The ratio determined for the
exchange or the high and low ends of the exchange range may
not, based on the then current stock exchange closing price,
be 20% higher or lower than the relevant value of a share in
Allianz AG. In case of material deviations of the share
prices, the tender offer or the invitation to tender shares
can be adjusted as well. The tender offer or the invitation to
tender shares may stipulate further conditions.
The acquisition of Company shares through a public tender
offer or a public exchange offer must comply with the
provisions of the German Takeover Act, if and to the extent
applicable. Therefore, the Company will use its authorisation
to acquire its own shares through a public invitation to
tender shares or to exchange shares only if and to the extent
to which the provisions of the German Takeover Act are not
violated. At present, there exists no legal certainty, if and
to what extent these regulations will apply to the acquisition
of Company shares through a public tender offer or a public
invitation to tender shares.
Treasury shares acquired within the scope of this
authorisation may be used for any lawful purpose, including
the following:
The disposal of treasury shares may also be made against
contributions in kind, with shareholders' pre-emptive rights
being excluded. As a result, the Company would be enabled to
offer its own shares, in particular, as consideration in a
merger or for the acquisition of an enterprise, a business
unit, or an interest in an enterprise. Treasury shares may
also be used as consideration for the purchase of other
assets. This type of consideration is often preferred by the
selling party in such transactions. The proposed authorisation
provides the Company with the leeway necessary to quickly and
flexibly exploit market opportunities to acquire enterprises,
business units or interests in enterprises or other assets in
domestic or international markets. The proposed exclusion of
pre-emptive rights takes these factors into account. When
determining the valuation ratios, the Board of Management will
ensure adequate protection of the interests of the
shareholders. As a general rule, the Board of Management will
use the stock exchange price of the Allianz share to assess
the value of the shares offered as consideration . To prevent
the results of prior negotiations from being called into
question due to fluctuations in share prices, no fixed link to
a stock exchange price should be established. Allianz AG also
has at its disposal the Authorised Capital 2001/I approved by
the Annual General Meeting on 11 July 2001, for the
acquisition of enterprises, business units or interests in
enterprises. In deciding on the method of obtaining shares to
be used to finance such transactions, the Board of Management
will be guided solely by the interests of the shareholders and
the Company.
The proposed resolution also includes the authorisation to
sell treasury shares, with an exclusion of pre-emptive rights,
in ways other than via a stock exchange for cash
consideration. These shares must, however, be sold at a price
that is, at the time of the sale, not substantially below the
stock exchange price of shares of the same class of the
Company. This authorisation makes use of the exclusion of
pre-emptive rights provided for by Sec. 71 par. 1 No. 8 in
conjunction with Sec. 186 par. 3 sentence 4 of the German
Stock Corporation Act. As shares may be sold only at a price
not substantially below the applicable stock exchange price,
shareholders are duly protected against dilution. The final
sales price of the Company's treasury shares will be
determined shortly before the sale. The Board of Management
will set any discount on the share's stock exchange price as
low as possible, taking into account market conditions
prevailing at the time of placement. The discount on the stock
exchange price will in no event exceed 5% of the current stock
exchange price. This authorisation is, however, restricted
pursuant to Sec. 186 par. 3 sentence 4 of the German Stock
Corporation Act to the extent that the total number of shares
issued excluding pre-emptive rights shall not exceed 10% of
the capital stock of Allianz AG, at the time when this
authorisation takes effect or when it is exercised. In
determining this 10% -limit, all shares must be included that
are issued on the basis of either (i) an authorisation to
issue from authorised capital new shares that exclude
pre-emptive rights pursuant to Sec. 186 par. 3 sentence 4 of
the German Stock Corporation Act, which is in effect at the
time of this authorisation taking effect, or (ii) a subsequent
authorisation replacing such existing authorisation.
Furthermore, shares required to be issued to meet obligations
arising from bonds carrying conversion and/or option rights
must also be included in determining this 10% - limit , if
these bonds were issued or will be issued excluding
pre-emptive rights pursuant to Sec. 186 par. 3 sentence 4 of
the German Stock Corporation Act on the basis of either (i) an
authorisation that is in effect at the time of this
authorisation taking effect, or (ii) a subsequent
authorisation replacing such existing authorisation. This
limitation, and the fact that the sales price must be based on
the stock exchange price, adequately protect the economic
interests and voting rights of the shareholders. The
shareholders have the option to maintain the percentage of
their interest by buying Allianz shares on the stock market.
This authorisation is in the interest of the Company because
it provides it with more flexibility. It enables the Company,
for example, to sell treasury shares to institutional
investors and to target new investors.
The authorisation is also intended to enable the Company to
place its own shares for trading on foreign exchanges where it
is not yet listed. Allianz AG faces strong competition in the
international capital markets. It is of great importance for
its future business development to be in a position to raise
equity in the capital markets at reasonable conditions at any
given time. The listing of Allianz shares on foreign exchanges
serves this purpose, because it widens its shareholder base
abroad and enhances the demand for its shares as an
investment. The price at which these shares may be offered in
connection with the listing on other stock exchanges shall not
be more than 5% lower than the closing price in XETRA-trading
(or a comparable succeeding system) on the last trading day
prior to the new listing (excluding incidental costs).
The Annual General Meeting held on 11 July 2001 authorised the
issuance of bonds carrying convertible and/or option rights
for cash contribution or contribution in kind (Item 7). To
meet the resulting obligations to deliver shares, it may
sometimes be advisable to use, in whole or in part, treasury
shares rather than increasing the capital stock of Allianz AG.
This is also provided for by the authorisation.
Finally, the authorisation allows for the partial exclusion of
pre-emptive rights in the case of a sale of shares by offering
them to the shareholders for the benefit of holders of bonds
carrying conversion and/or option rights or conversion
obligations. This offers the option to grant holders of
already existing conversion and/or option rights a pre-emptive
right instead of a reduction of the option and/or conversion
price in order to protect them against dilution. To provide
the bonds with this protection against dilution, shareholders'
pre-emptive rights on these shares must be excluded.
The aforementioned possibilities to make use of Company shares
do not pertain only to shares purchased on the basis of this
authorisation but also to shares acquired on the basis of
authorisations pursuant to Sec. 71 par. 1 No. 8 of the German
Stock Corporation Act granted by previous Annual General
Meetings, and shares purchased pursuant to Sec. 71 d sentence
5 of the German Stock Corporation Act. This authorisation
benefits the Company by creating further flexibility to use
these treasury shares in the same way as those acquired on the
basis of this authorisation.
The Company may redeem Company shares acquired on the basis of
this authorisation and previous authorisations without
obtaining another resolution by the Annual General Meeting.
The Board of Management will advise next year's Annual General
Meeting on the use of this authorisation.
3. Report on Item 12 of the agenda (Exclusion of Shareholders' pre-emptive rights in connection
with the Authorised Capital 2003/II)
The Board of Management and the Supervisory Board recommend to the
Annual General Meeting the creation of an Authorised Capital 2003/II
with a nominal total value of Euro 300,000,000.
This new Authorised Capital 2003/II shall replace the previous
Authorised Capital 2001/I, if, as currently intended, a capital
increase in cash is completed for which the authorisation pursuant to
Art. 2 par. 3 of the Articles of Association to increase the capital
stock against contributions in cash or in kind (Authorised Capital
2001/I) is utilized in whole or in part. Legislation allows companies
to create authorised capital in order to provide them with the the
ability to issue new shares quickly and independently of the cycle of
the annual general meeting. It is therefore the responsibility of the
board of management of a company to ensure that the company is
provided with enough authorised capital even it there is no current
need for it to be used.
There are a variety of reasons for the use of authorised capital. The
current development of the financial markets has shown that, for
example, the strengthening of a company's equity position can be an
important reason. Furthermore, the financing of the acquisitions of
companies, stakes in companies or parts of companies is a classical
application for the use of authorised capital. The Company intends to
retain the opportunity to acquire, in an appropriate economic
environment, other companies, stakes in companies or parts of
companies to improve its competitive position. In order to use equity
as a source of finance, it is necessary to create the proposed new
authorised capital. Because of the narrow time frame available to
implement a capital increase within the context of an acquisition, it
is generally not possible to submit the respective capital increase
for the approval of the Annual General Meeting, which meets once a
year. Therefore, it is necessary to have sufficient authorised capital
available which the Board of Management may utilise on short notice.
The Board of Management is to be authorised, upon the approval of the
Supervisory Board, to exclude shareholders' pre-emptive rights when
shares are issued against contributions in kind. This authorisation
enables the Board of Management to deliver shares of the Company
without having to use the stock market in connection with acquisitions
of companies, stakes in companies, parts of companies or other
acquisition-related transactions. Allianz AG is currently facing tough
competition and must therefore be in a position to respond quickly and
flexibly to the changes in the market for the benefit of its
shareholders. Particularly when considered within the context of an
optimal financing structure, it is sometimes sensible to deliver
non-cash consideration. Furthermore, the seller often insists on
receiving shares of the acquiring company as consideration because
this form of payment may be more favourable to him. The ability to
offer shares as acquisition currency therefore constitutes a clear
advantage in the competition for attractive acquisition targets. The
recommended authorisation enables the Company to respond with speed
and flexibility to upcoming acquisition opportunities using its own
shares.
The Board of Management should also be authorised to use the Company's
Authorised Capital in whole or in part instead of cash to satisfy cash
claims when they arise from the acquisition of majority or minority
interests in companies. Thus, the Company additionally would have the
flexibility to deliver shares as consideration in acquisitions even
when the original payment obligation was intended to be discharged
with cash.
The Board of Management should also be authorised, upon the approval
of the Supervisory Board, to exclude shareholders' pre-emptive rights
when shares are issued against contributions in kind to meet the
obligations arising from convertible bonds or bonds with warrants.
This authorisation enables the Company to use convertible bonds or
bonds with warrants as acquisition currency for the acquisition of
majority or minority stakes in companies and therefore improves its
competitive position for the acquisition of attractive targets.
The Board of Management should be further authorised, as provided by
Sec. 203 par. 2 and the fourth sentence of Sec. 186 par. 3 of the
German Stock Corporation Act, upon the approval of the Supervisory
Board, to exclude shareholders' pre-emptive rights in the case of a
capital increase against contributions in cash when the issue price is
not materially lower than the market price. This authorisation,
however, shall apply only to the extent that the number of shares
issued without pre-emptive rights does not exceed 10 % of the share
capital existing at the time this authorisation becomes effective or
at the time this authorisation is exercised. This authorisation
enables the Company to take advantage, in a flexible and expedient
manner, of market opportunities in the various fields of its
activities and to meet capital demands on short notice when necessary.
By excluding pre-emptive rights, the Board of Management is given the
ability to quickly respond and to place the shares at a price close to
the market price, i.e. without the discounts necessary when an
issuance includes pre-emptive rights. As a result, the proceeds for
the Company may be higher. Furthermore, new investor groups may be
attracted by such a placement. Pursuant to this authorisation, the
Board of Management will determine the discount (which shall be as low
as possible) in light of the market conditions existing at the time of
the placement. When the authorised capital is issued, the price after
the discount shall in no case be more than 5% lower than the then
current market price. Furthermore, the number of shares issued without
pre-emptive rights may not exceed 10% of the existing share capital at
the time when the authorisation becomes effective or at the time when
the authorisation is exercised. These requirements ensure compliance
with the legal provisions governing shareholders' dilution protection.
Each shareholder has, in principle, the opportunity to acquire via a
stock exchange the shares necessary to avoid dilution under roughly
similar conditions, given that the issue price of the new shares is
close to the market price and the size of the placement is restricted.
Hence, it is ensured that the shareholders' economic and voting rights
are adequately protected when pre-emptive rights are excluded from
authorised capital in a manner consistent with the fourth sentence of
Sec. 186 (3) of the German Stock Corporation Act, while granting
flexibility to the Company for the benefit of its shareholders.
In addition, the authorisation described above shall apply only to the
extent that the shares issued without pre-emptive rights as provided
by the fourth sentence of Sec. 186 par. 3 of the German Stock
Corporation Act do not exceed 10% of the existing share capital at the
time the authorisation becomes effective or at the time the
authorisation is exercised. This 10% limitation shall be offset by the
sale of treasury shares, to the extent that this sale is made pursuant
to an authorisation that excludes pre-emptive rights in a manner
consistent with the fourth sentence of Sec. 186 par. 3 of the German
Stock Corporation Act and that is either applicable at the time when
this authorisation becomes effective or replaced by a subsequent
authorisation. Furthermore, this 10% limitation shall also be offset
by the number of shares necessary to meet the obligations arising from
bonds carrying conversion and/or other option rights, to the extent
that these bonds have been issued pursuant to an authorisation that
excludes pre-emptive rights in a manner consistent with the fourth
sentence of Sec. 186 par. 3 of the German Stock Corporation Act and
that is either applicable at the time when this authorisation becomes
effective or replaced by a subsequent authorisation.
The Board of Management will carefully analyse in each case whether it
will exclude shareholders' pre-emptive rights when it increases the
capital pursuant to this authorisation. This option should only be
used if, following the assessment of the Board of Management and the
Supervisory Board, it is deemed to be in the best interests of the
Company and, therefore, of its shareholders.
Thereafter, the Board of Management will report on the use of the
authorised capital at the next Annual General Meeting.
If the Board of Management does not exclude pre-emptive rights
pursuant to the above-mentioned authorisation, it may nevertheless
exclude shareholders' pre-emptive rights from fractional amounts, upon
the approval of the Supervisory Board, when such fractional amounts
cannot be distributed equally among all shareholders as a result of
the pre-emptive ratio.
Munich, March 2003 The Board of Management
Notice according to Sec. 128 par. 2 of the German Stock Corporation Act
Members of the Supervisory Board of Allianz AG are members of staff of
the following credit institution:
Dresdner Bank AG
Members of the Board of Management of Allianz AG are members of the
Supervisory Board of the following domestic credit institution:
Dresdner Bank AG (intra-group mandate)
The following credit institutions hold an interest in Allianz AG
subject to an obligation to notification pursuant to Sec. 21 of the
German Securities Trading Act:
Dresdner Bank AG (through Herakles Beteiligungs AG & Co)
The following credit institutions were part of the consortium which subscribed to the most recent
issuance of securities of Allianz AG within the past five years:
Deutsche Bank AG London
Dresdner Bank AG London
Salomon Brothers International Limited
UBS AG
Short Name: Allianz AG
Category Code: NOA
Sequence Number: 00003218
Time of Receipt (offset from UTC): 20030321T170112+0000
--30--ac/uk*
CONTACT: Allianz AG
KEYWORD: GERMANY UNITED KINGDOM INTERNATIONAL EUROPE
INDUSTRY KEYWORD: BANKING INSURANCE
SOURCE: Allianz AG
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