SIMPLIFIED MIXED CASH AND EXCHANGE OFFER

The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original ...
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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

SIMPLIFIED MIXED CASH AND EXCHANGE OFFER FOR THE SHARES OF

JOINTLY INITIATED BY

and

ALLIANZ HOLDING FRANCE SAS PRESENTED BY

Goldman Sachs International

Calyon

Rothschild & Cie Banque

ALLIANZ SE AND ALLIANZ HOLDING FRANCE SAS DRAFT OFFER DOCUMENT (PROJET DE NOTE D’INFORMATION) 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 HEREIN) FOR 1 AGF SHARE

This draft offer document has been prepared, and was filed with the French stock market authority (Autorité des marchés financiers) (the “AMF”) on February 22, 2007, in accordance with the provisions of articles 231-13 and 231-18 of the AMF General Regulations.

THIS OFFER AND THIS DRAFT OFFER DOCUMENT ARE STILL SUBJECT TO REVIEW BY THE AMF This draft offer document is 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 SAS 12, rue Notre Dame des Victoires 75002 Paris Goldman Sachs International c/o Goldman Sachs Paris Inc. et Cie 2, rue de Thann 75017 Paris

Rothschild & Cie Banque 29, avenue de Messine 75008 Paris

Calyon 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex

The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. In accordance with provisions of article 231-28 of the AMF General Regulations, the legal, financial and accounting information concerning Allianz SE and Allianz Holding France SAS will be made available to the public in the same way, at the latest on the day before the opening of the offer.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

CONTENTS Pages 1

PRESENTATION OF THE OFFER ............................................................................................................5 1.1 REASONS FOR THE TRANSACTION................................................................................................................5 1.2 CO-OFFERORS’ INTENTIONS FOR THE NEXT 12 MONTHS .............................................................................6 1.2.1 Strategy and industrial policy .....................................................................................................................6 1.2.2 Composition of the decision-making bodies and the management team of AGF.....................................................6 1.2.3 Intentions concerning employment ................................................................................................................6 1.2.4 Squeeze-out (retrait obligatoire) – Merger .....................................................................................................6 1.2.5 Dividend distribution policy .......................................................................................................................8 1.2.6 Advantages for both companies and their shareholders – Synergies – Economic gains .............................................9 1.2.7 Transfer of AGF shares to Allianz Holding France ......................................................................................9 1.3 AGREEMENTS RELATED TO THE OFFER ......................................................................................................9

2

FEATURES OF THE OFFER .......................................................................................................................9 2.1 PROCEDURE FOR TENDERING SHARES IN THE OFFER................................................................................10 2.2 CENTRALIZATION OF THE ORDERS............................................................................................................10 2.3 PUBLICATION OF THE RESULTS OF THE OFFER – SETTLEMENT-DELIVERY ................................................11 2.4 NUMBER AND NATURE OF THE SHARES TARGETED BY THE OFFER ............................................................12 2.5 TERMS OF THE OFFER ...............................................................................................................................12 2.6 SITUATION OF HOLDERS OF OPTIONS TO PURCHASE OR TO SUBSCRIBE FOR SHARES IN AGF .....................13 2.7 CONDITIONS OF THE OFFER .....................................................................................................................13 2.8 NUMBER, ORIGIN AND CHARACTERISTICS OF THE ALLIANZ SHARES TO BE ISSUED IN THE OFFER .............13 2.8.1 Maximum number of Allianz shares to be issued in the Offer.........................................................................13 2.8.2 Origin of the Allianz shares issued in the Offer ...........................................................................................14 2.8.3 Characteristics of the Allianz shares issued in the Offer .................................................................................14 2.8.4 Transferability of the Allianz shares issued in the context of the Offer – Listing .................................................14 2.9 INDICATIVE TIMETABLE FOR THE OFFER ..................................................................................................15 2.10 FINANCING OF THE OFFER .......................................................................................................................15 2.10.1 Cost of the Offer....................................................................................................................................15 2.10.2 Financing of the Offer.............................................................................................................................16 2.11 REMUNERATION OF THE INTERMEDIARIES ................................................................................................16 2.12 RESTRICTIONS CONCERNING THE OFFER OUTSIDE FRANCE .....................................................................16 2.13 TAX REGIME APPLICABLE TO THE OFFER ..................................................................................................17 2.13.1 Individuals who are French tax residents acting in connection with the management of their private assets (i.e. in conditions which are not analogous with those characterizing an activity carried out by a professional) ......................................18 2.13.2 Employees and corporate officers resident in France holding AGF shares received following the exercise of options to purchase or subscribe for AGF shares........................................................................................................................19 2.13.3 Legal entities which are tax residents of France subject to corporate income tax ...................................................20 2.13.4 Shareholders not resident in France ...........................................................................................................20 2.13.5 Other shareholders .................................................................................................................................21 2.14 TAX TREATMENT OF ALLIANZ SHARES ......................................................................................................21 2.14.1 French resident individuals acting in connection with the management of their private assets (i.e., in conditions which are not analogous with those characterizing an activity carried out by a professional)..................................................................21 2.14.2 French resident legal entities subject to corporate income tax ............................................................................24

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. 2.14.3 2.14.4 3

Other shareholders .................................................................................................................................25 Future changes to German laws................................................................................................................25

VALUATION CRITERIA FOR THE OFFER...........................................................................................25 3.1 METHODOLOGY........................................................................................................................................25 3.1.1 Selected valuation methodologies ................................................................................................................25 3.1.2 Discarded valuation methodologies.............................................................................................................26 3.1.3 Assumptions and sources of information .....................................................................................................26 3.2 ASSESSMENT OF THE OFFER ON THE BASIS OF THE VARIOUS SELECTED VALUATION METHODOLOGIES – AGF VALUATION ..................................................................................................................................................27 3.2.1 Trading share price ................................................................................................................................27 3.2.2 Comparable listed companies multiples .......................................................................................................28 3.2.3 Comparable transaction multiples .............................................................................................................28 3.2.4 Intrinsic valuation of AGF calculated by financial analysts ............................................................................28 3.2.5 Sum-of-the-parts methodology ...................................................................................................................28 3.3 CONCLUSIONS ON AGF VALUATION .........................................................................................................29 3.4 ASSESSMENT OF THE OFFER ON THE BASIS OF THE VARIOUS SELECTED VALUATION METHODOLOGIES – ALLIANZ VALUATION ............................................................................................................................................30 3.4.1 Reference Trading Share Price ..................................................................................................................30 3.4.2 Comparable listed companies multiples .......................................................................................................30 3.4.3 Intrinsic valuation of Allianz calculated by financial analysts .........................................................................30 3.4.4 Sum-of-the-parts methodology ...................................................................................................................31 3.5 CONCLUSIONS ON ALLIANZ VALUATION ...................................................................................................31

4

OPINION OF THE ALLIANZ SUPERVISORY BOARD .......................................................................33

5

PERSONS RESPONSIBLE FOR THE OFFER DOCUMENT ..............................................................34 5.1 5.2 5.3

FOR THE PRESENTATION OF THE OFFER ...................................................................................................34 FOR ALLIANZ ............................................................................................................................................34 FOR ALLIANZ HOLDING FRANCE..............................................................................................................34

ANNEX: COMPARISON OF THE RIGHTS AND OBLIGATIONS ATTACHING TO THE AGF AND ALLIANZ SHARES ...............................................................................................................................................35

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

1

PRESENTATION OF THE OFFER Pursuant to Section III of Book II and more specifically article 233-1 of the AMF General Regulations, Allianz SE, a societas europaea with a share capital of 1,106,304,000 euros, registered with the commercial register of the Munich local court (Amtsgericht) under HRB 164232, having its registered office at Königinstrasse 28 - Munich 80802, Federal Republic of Germany (“Allianz”) and Allianz Holding France SAS, a société par actions simplifiée with a share capital of 37,000 euros, registered with the Companies Registry of Paris under the number 2007 B 03771, having its registered office at 12, rue Notre Dame des Victoires – 75002 Paris, and whose share capital is entirely owned by Allianz (“Allianz Holding France”, Allianz and Allianz Holding France being hereafter together referred to as the “Co-Offerors”) are making an irrevocable offer to the shareholders of Assurances Générales de France S.A., a société anonyme with a share capital of 876,271,334.86 euros, registered with the Companies Registry of Paris under number 303 265 128, having its registered office at 87 rue Richelieu – 75002 Paris, (“AGF” or the “Company”), whose shares are traded inter alia on Eurolist (Compartiment A) of Euronext Paris S.A. (“Euronext Paris”) under ISIN code FR0000125924, to purchase any and all of their AGF shares on the terms set out below (the “Offer”). Goldman Sachs International, Rothschild & Cie Banque and Calyon, as the presenting banks for the Offer, filed the Offer and this draft offer document with the AMF on behalf of the CoOfferors on February 22, 2007. Pursuant to the provisions of article 231-13 of the AMF General Regulations, Goldman Sachs International and Calyon guarantee the content and the irrevocable nature of the undertakings given by the the Co-Offerors in connection with the Offer. The Offer shall be conducted using the simplified procedure in accordance with the provisions of articles 233-1 et seq. of the AMF General Regulations. The Offer concerns any and all of the shares of the Company, whether existing shares or shares which may be issued subsequently to the exercise of stock options granted by the Company, and not owned by the Co-Offerors, i.e., a maximum of 83.504.774 shares in the Company (see section 2.4 “Number and Nature of the Shares Targeted by the Offer”).

1.1

REASONS FOR THE TRANSACTION Allianz group (the “Allianz Group”) is one of the world’s leading insurers and integrated financial services providers. Founded in 1890 in Berlin, Allianz Group is now present in more than 70 countries with over 166,000 employees that serve more than 60 million customers worldwide. During financial year 2006, Allianz Group's total revenues amounted to some 101.1 billion euros and net income amounted to 7.0 billion euros. At the end of 2006 Allianz Group had 764 billion euros third party assets under management. With nearly 75% of total revenues coming from Europe and about 85% of staff being employed in this region, Allianz Group conducts its main business activities in Europe. In 2006, it completed the full integration of its Italian subsidiary Riunione Adriatica di Sicurtà S.p.A. (RAS) by converting into a European Company (societas europaea). This transformation underlines that Allianz Group considers Europe as its home market. The Offer and acquisition of full ownership of AGF is a logical next step for Allianz to strengthen its position in its core home market Europe. It reinforces Allianz Group’s strong commitment to the French insurance market where Allianz has been present since 1959. Between 1989 and 1997, Allianz acquired controlling interests in various French insurance companies, whereas a majority interest in AGF was acquired by Allianz in 1998. In the following years, AGF became a major subgroup within the Allianz Group and was made responsible for all the activities of the Allianz Group in France, Benelux, South America and Africa as well as for the assistance services and credit insurance businesses. AGF has a leading positioning in French and other European and international insurance markets contributing 15.6% to Allianz Group’s global Life and Health premium income and 22.8% to its global Property and Casualty premium income in 2006.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

AGF participates in all Allianz Group wide programs focused on realizing group-wide efficiencies and sharing best practices (Sustainability Program and Customer Focus Initiative). The Offer and the acquisition of full ownership of AGF is consistent with the strategy followed by Allianz Group (“3+One”), which is focused on enhancing its capital base, strengthening operating profitability, simplifying the structure of the group and increasing its competitive position and value. In such perspective, the transaction will enable Allianz to (i) strengthen its position in its core home market and business lines, (ii) enhance the efficient implementation of group wide initiatives and (iii) simplify the group structure resulting in a more efficient corporate governance and capital allocation. Through the Offer, AGF’s shareholders will have the opportunity, on attractive terms, to monetize a large part of their interest in AGF while remaining invested in the insurance sector in a larger group as shareholders of Allianz. The transaction will thus create an opportunity for AGF shareholders to participate in the global growth perspectives of Allianz Group, an integrated financial services provider well positioned across all business lines and markets. 1.2

CO-OFFERORS’ INTENTIONS FOR THE NEXT 12 MONTHS 1.2.1

Strategy and industrial policy

Taking into account the fact that AGF already forms part of the Allianz Group, the Co-Offerors do not anticipate any major modification of the industrial policy and strategic orientations currently implemented at the level of AGF. However, it could be envisaged that with regard to AGF´s global lines of business (asset management and industrial clients) the Allianz brand may be introduced in the course of 2007. The Co-Offerors consider that Euler Hermes, of which circa 68.4% of the share capital and 70.6% of the voting rights are held by AGF and its subsidiaries, is not a key asset (“actif essentiel”) of AGF (which is in addition already controlled by Allianz) in the meaning of applicable French securities laws and regulations, and that they are, as a consequence, under no obligation to intiate a tender offer for the remaining shares of this company. Moreover, Allianz does not intend to launch, directly or indirectly, a voluntary public tender offer for the remaining shares of Euler Hermes. 1.2.2

Composition of the decision-making bodies and the management team of AGF

Upon completion of the Offer, changes might be made to the Company’s board of directors in order to reflect the new shareholder structure. The Co-Offerors intend to keep the current AGF management team in place. 1.2.3

Intentions concerning employment

Since AGF is already being part of the Allianz Group, the Co-Offerors do not expect any particular impact on the AGF group’s workforce, employment policy or human resources relations. In particular, Allianz intends to maintain AGF’s operational headquarters’ location in France. 1.2.4

Squeeze-out (retrait obligatoire) – Merger

The Offer is aimed to achieve full ownership of AGF by Allianz. In that perspective, the Co-Offerors plan to implement, after the Offer, a squeeze-out in the conditions set forth in the General Regulations of the AMF and under its control. In the event that the Co-Offerors were not in a position to implement a squeeze-out under the conditions described above, Allianz could envisage implementing a merger of AGF and Allianz, which would then be proposed to both AGF and Allianz shareholders. Such a merger could be implemented through a societas europaea in Germany (which could be, for example, a new societas europaea into which AGF would be merged), in accordance with the provisions of European Council Regulation (EC) n°2157/2001 of October 8, 2001 on the statute for a European Company (SE).

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

The merger could also be implemented through a merger of AGF into Allianz according to the provisions of European Directive 2005/56/EC of the European Parliament and of the Council of October 26, 2005 on cross-border mergers of limited liability companies. In this case, the merger could only be implemented after this directive has been transposed into national law in France and in Germany. The time limit for the member states to transpose that directive expires on December 15, 2007. If the transposition takes place after that date, the completion of the potential merger could occur after the twelve-month period in respect of which the declarations of intention set out in this section 1.2 are made. In any event, the contemplated integration would be implemented in accordance with the procedures provided for by the laws and regulations in force in France and in Germany. The merger ratio would thus be determined, at the time when the merger is proposed, on the basis of applicable valuation methods used in France and in Germany. The valuation methodologies used in France for mergers are based on a commonly accepted multicriteria analysis (analyse multicritères) of the exchange ratio such as average trading share price, parities of earnings per share and embedded value per share, but also of ratios based on the dividend discount model and the sum-of-the-parts valuations. The valuation method used in Germany for mergers and accepted by German courts is based on the accepted principles for the conduct of enterprise valuations of the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland) (“IDW S1”). The exchange ratio in this methodology would be derived from intrinsic valuations for both companies on the basis of a standardized dividend discount model valuation method (“Ertragswertverfahren”). The consistency between the French and German approaches derives from the fact that the IDW S1 method is comparable with the dividend discount model valuation method used in multicriteria analysis, both methods leading, in spite of certain methodological differences, to broadly similar results (as shown in the table below). For information purposes only, the table below lists the preliminary outcome of the French and German valuation methodology for AGF and Allianz shares, as of today:

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. Methodology

Exchange Ratio

Offer Terms1

0.81x

Trading Share Prices (Weighted Averages)2 1-Month Average 6-Months Average 12-Months Average

0.79x 0.76x 0.75x

Earnings per Share 2006 Actual 2007E (IBES)

0.61x 0.63x

2006 Embedded Value Per Share

0.56x

Min 3

Max

Comparable Listed Companies Multiples

0.60x

-

0.66x

Intrinsic Valuation Calculated by Financial Analysts4

0.59x

-

0.68x

0.51x

-

0.56x

0.56x

-

0.62x

0.60x

-

0.69x

5

Sum-of-the-Parts (Trading Multiples)

Sum-of-the-Parts (Dividend Discount Model)

5

German Methodology (IDW S1) 1

Based on Allianz reference price (€155.72) as of 16-Jan-2007 (see section 3.4.1)

2

As of 16-Jan-2007. See details of weighted averages in section 3.2.1 for AGF and 3.4.1 for Allianz

3

See details in section 3.2.2 for AGF and 3.4.2 for Allianz

4

See details in section 3.2.4 for AGF and 3.4.3 for Allianz

5

See details in section 3.2.5 for AGF and 3.4.4 for Allianz

1.2.5

Dividend distribution policy

AGF dividend Allianz reserves the possibility to review AGF’s dividend distribution policy after completion of the Offer in accordance with the law and the articles of association, and according to the Company’s distribution capacity and financing requirements. Allianz dividend All outstanding Allianz shares are entitled to full dividends. Under applicable German law, dividends may be declared and paid only from unappropriated retained earnings (Bilanzgewinn) as shown in the statutory annual financial statements of Allianz. For each financial year, the management board approves the annual financial statements and submits them to the supervisory board with its proposal as to the appropriation of unappropriated retained earnings. This proposal sets forth what amounts of the unappropriated retained earnings should be paid out as dividends, transferred to other appropriated retained earnings, or carried forward to the next financial year. Upon approval by the supervisory board, the management board and the supervisory board submit their combined proposal to the shareholders at the annual general meeting. The general meeting ultimately determines the appropriation of the unappropriated retained earnings, including the amount of the annual dividends. Shareholders participate in distributions of any dividends in proportion to the number of their ordinary shares. Dividends declared by Allianz SE are paid in Euro. The general meeting may also resolve upon a distribution in kind instead of or in addition to a cash distribution. Dividends become due and payable upon the resolution of the general meeting by which it determines the distribution of dividends. The following table sets forth the annual dividends per share paid by Allianz for the financial years 2003 through 2005.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Financial year 2003 .......................... 2004 .......................... 2005 ..........................

Dividend per share (in euros) 1.50 1.75 2.00

The management board of Allianz SE has proposed to pay a dividend per share of 3.80 euros for the financial year 2006. The ability of Allianz to pay future dividends will depend upon the Allianz Group’s future earnings, financial condition (including cash needs), prospects and other factors. The new Allianz shares issued in the Offer will only bear dividend rights as from the financial year of their issuance (2007), and thus, not in respect of the financial year 2006 (see below para. 2.5 “Terms of the Offer” regarding the cash adjustment mechanism relating to dividend payments). 1.2.6

Advantages for both companies and their shareholders – Synergies – Economic gains

The advantages expected from the transaction are described in section 1.1 above. No synergies are expected from the transaction as AGF has been part of the Allianz Group since 1998. 1.2.7

Transfer of AGF shares to Allianz Holding France

As contemplated in the French tax authorities' guidelines (Doc. Adm. 4 H 6623, n°101, 12 juillet 1997), Allianz intends, should the Co-Offerors be in a position to implement a squeeze-out procedure after the Offer, to transfer to Allianz Holding France shares it will have acquired through the Offer. 1.3

AGREEMENTS RELATED TO THE OFFER In a letter dated February 21, 2007, Allianz undertook, with respect to the 2003, 2004, 2005 and 2006 AGF stock options plans, to indemnify AGF (i) for the employer social contribution charges that would become due as a result of the tendering in the Offer of the AGF shares resulting from the exercise of the options and (ii) for the employee social contribution of said charges that AGF would not be able to recover from the beneficiaries of the option plans (the "Indemnification Letter"; see also section 2.6).

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FEATURES OF THE OFFER Pursuant to the provisions of article 231-13 of the AMF General Regulations, on February 22, 2007 Goldman Sachs International, Rothschild & Cie Banque and Calyon, acting on behalf of the Co-Offerors, filed the draft Offer with the AMF in the form of a simplified mixed cash and exchange offer (offre publique mixte simplifiée). Therefore, the Co-Offerors irrevocably undertake to acquire from the shareholders of AGF the shares tendered in the Offer, in exchange for the consideration provided for in section 2.5 below. In accordance with article 231-13 of the AMF General Regulations, Goldman Sachs International and Calyon, in their capacity as presenting banks, guarantee the content and the irrevocable nature of the undertakings given by the Co-Offerors. This Offer and this draft offer document remain subject to review by the AMF. The AMF will publish on its website a reasoned statement of compliance (déclaration de conformité) with respect to the Offer after it has verified compliance of the Offer with the applicable legal and regulatory provisions. This statement of compliance will constitute the visa of the offer document and may only be issued after AGF has filed with the AMF a draft document in response including,

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

in particular, a report from the firm Ricol, Lasteyrie & Associés appointed by AGF as independent expert in application of article 261-1 of the AMF General Regulations. The offer document, having thus received the visa of the AMF, and the “other information” documents relating to Allianz and to Allianz Holding France will be made available to the public free of charge at Allianz Holding France, Goldman Sachs International, Rothschild & Cie Banque and Calyon, no later than the day preceding the opening of the Offer. The same will also be available on the websites of Allianz and the AMF. Prior to the opening of the Offer, the AMF and Euronext Paris will publish respectively an opening notice (avis d'ouverture) and a notice announcing the timetable and the terms of the transaction. No option contracts for AGF shares may be filed with Euronext Paris from the date of publication of the draft Offer by the AMF until the closing date of the Offer, pursuant to article P.2.4.4 of the Market Rules of Eurolist, Matif and Monep of Euronext Paris. 2.1

PROCEDURE FOR TENDERING SHARES IN THE OFFER AGF shareholders holding their shares through financial intermediaries (credit institutions, investment companies, etc.), who wish to tender their shares in the Offer, must provide their financial intermediary, by no later than the closing date of the Offer, with an order for the purposes of tendering their shares in the Offer, using the form made available to them by this intermediary. AGF shareholders whose shares are registered in the pure nominative form in the AGF shareholders register (nominatif pur) who wish to tender their shares in the Offer must submit an order for the purposes of tendering their shares in the Offer to Service Titres AGF, Case courrier B 213 - 87 rue de Richelieu, 75113 Paris cedex 02, the institution responsible for keeping the AGF shareholders register, by no later than the closing date of the Offer, in accordance with the form sent to them by Service Titres AGF. The AGF shares held in the nominative form must be converted to bearer form to be tendered in the Offer. Consequently, the financial intermediaries will, prior to the transfer, convert the AGF shares tendered in the Offer to bearer form. Holders of options to subscribe for or purchase AGF shares granted before February 22, 2007, who would like to tender the underlying shares in the Offer (see section 2.6 hereafter), must first exercise their options, and the AGF shares issued or purchased in that respect must be recorded in their account before the closing date of the Offer in order to be validly tendered in the Offer. The AGF shares tendered in the Offer must be freely transferable and free of all liens, pledges or other security or encumbrance of whatever kind restricting the free transfer of their ownership. The Co-Offerors reserve the right to disregard any AGF shares tendered in the Offer which do not meet this condition. In accordance with article 232-2 of the AMF General Regulations, the orders for tendering AGF shares in the Offer may be withdrawn at any time up to and including the closing date of the Offer. After this date, they will be irrevocable.

2.2

CENTRALIZATION OF THE ORDERS Each financial intermediary and Service Titres AGF shall, on the date indicated in the Euronext Paris notice, transfer to Euronext Paris the AGF shares for which it has received orders to tender in the Offer. After receipt by Euronext Paris of all of the orders to tender in respect of the Offer on the terms described above, Euronext Paris will centralize these orders and determine the results of the Offer.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

2.3

PUBLICATION OF THE RESULTS OF THE OFFER – SETTLEMENT-DELIVERY The AMF will publish the results of the Offer by no later than nine trading days from the close of the Offer. The date for settlement of the Offer will also be announced in a notice issued by Euronext Paris. No interest will be payable for the period between the date on which the shares are tendered in the Offer and the date of settlement of the Offer, which is expected to take place, in principle, within five trading days from publication of the final results of the Offer. Settlement shall take place after (i) completion of the centralization by Euronext of the AGF shares, (ii) completion of the formalities required by German law relating to issuance of the Allianz shares to be issued in the Offer and in particular the registration of the shares with the relevant commercial register in Munich, and (iii) the introduction to trading on the German stock exchanges and on Euronext Paris of the newly-issued Allianz shares. The following steps will be taken for settlement of the Offer: -

once the AGF shares tendered in the Offer have been centralized by Euronext, these shares will be credited to the Euroclear account of Calyon, 9 quai du Président Paul Doumer - 92920 Paris La Défense Cedex, as trustee of the AGF shareholders having tendered their shares in the Offer;

-

Calyon will sign, in its own name but on behalf of the AGF shareholders having tendered their shares in the Offer, a subscription form for all of the new Allianz shares to be issued as consideration for the contribution-in-kind referred to below, so that the registration formalities for the new Allianz shares can be carried out with the commercial register in Munich;

-

a certain part of the AGF shares registered with the account of Calyon will then be transferred to Allianz as a contribution-in-kind under a transfer contribution agreement entered into between Allianz and Calyon (acting in its own name as trustee on behalf of the AGF shareholders having tendered their shares in the Offer);

-

the issuance of the new Allianz shares will become effective upon registration of the capital increase with the relevant commercial register in Munich;

-

the new Allianz shares will, after registration of the capital increase with the commercial register in Munich, be credited in the account of Calyon which will hold these shares as trustee, for the AGF shareholders having tendered their shares in the Offer;

-

the admission to trading on the German stock exchanges and on Euronext Paris;

-

the new Allianz shares and the cash consideration which shall be paid by the Co-Offerors in accordance with the terms of the Offer to the AGF shareholders having tendered their shares in the Offer will be transferred by Calyon to Euronext, which will transfer the new Allianz shares and the cash consideration pro rata to each of the AGF shareholders having tendered their shares in the Offer or their legal successors.

By tendering their AGF shares, the AGF shareholders having tendered their shares accept the transfer of their tendered AGF shares to Calyon and the subscription of the shares newly issued by Allianz by Calyon acting as trustee acting on their behalf. Thus, by sending an order to tender their shares to the Offer, each AGF shareholder authorizes and instructs Calyon, acting as trustee in its own name but on behalf of such AGF shareholder, to sign the transfer contribution agreement and the subscription form referred to above in accordance with German regulations, and to carry out all the necessary formalities with a view to issuing and registering the new Allianz shares to be issued as consideration for the AGF shares tendered in the Offer.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

2.4

NUMBER AND NATURE OF THE SHARES TARGETED BY THE OFFER As at the date of this draft offer document, Allianz directly owns 110,133,270 AGF shares representing as of February 19, 2007, 57.5% of the share capital and 60.2% of the voting rights. Allianz Holding France does not hold any share in AGF. Certain subsidiaries of the Allianz Group conducting trading activities, and certain funds or entities managed by subsidiaries of the Allianz Group, may hold AGF shares in the ordinary course of their business. However, these entities’ activities are independent from the management of Allianz’ interest in the AGF share capital. Subject to the terms and conditions of the Offer set out below and the statements made in section 2.12 “Restrictions concerning the Offer outside France”, the Offer relates to all of the shares which are or may be issued by AGF and not held directly by the Co-Offerors: -

all shares issued by AGF not held by the Co-Offerors at February 19, 2007, i.e. 81,465,502 shares;

-

all the shares which will be issued before the close of the Offer resulting from the exercise of stock options granted by AGF before February 22, 2007, i.e. (on February 19, 2007), a maximum of 2,039,272 shares (see section 2.6 below).

To the Co-Offerors’ knowledge, AGF has not issued any securities giving access, immediately or in the future, to its share capital, with the exception of the options to subscribe for shares referred to above. During its meeting held on February 19, 2007, the board of directors of AGF, acknowledging the legal constraints under German law prohibiting AGF from tendering treasury shares in the Offer, decided that such shares would not be tendered in the Offer. 2.5

TERMS OF THE OFFER The Co-Offerors are irrevocably proposing to the AGF shareholders to acquire their AGF shares for a cash amount of 87.50 euros and 0.25 of an Allianz share to be issued in exchange for each AGF share. The 87.50 euros cash amount will be adjusted as follows: 

increased by an amount equal to the dividend per Allianz share approved by the Allianz shareholders at their annual general meeting in respect of the financial year 2006 multiplied by 0.25 (since the new Allianz shares issued in the Offer will not carry the right to dividends in respect to financial year 2006);



reduced by the amount of any dividend per AGF share paid by AGF after February 22, 2007 (included) but not received by the Co-Offerors with respect to the shares held by them as a result of the Offer.

For example, if the dividend of 3.8 euros per Allianz share proposed by the management board of Allianz in respect of the financial year 2006 is approved by the shareholders’ meeting of Allianz due to take place on May 2, 2007, and if the dividend paid by AGF in respect of the financial year 2006 is received by the Co-Offerors with respect to the AGF shares held by them as a result of the Offer, the cash amount of 87.50 euros offered by the Co-Offerors in the Offer in consideration of each AGF tendered share will amount to 88.45 euros. Treatment of fractional shares No fractional shares will be issued in connection with the Offer. In lieu of receiving any fraction of an Allianz share to which he would otherwise be entitled, an AGF shareholder having tendered his shares in the Offer shall receive a cash payment equal to that fraction of an Allianz share multiplied by the average price per Allianz share, net of costs, resulting from the sale on the stock exchange of the total number of Allianz shares forming fractional shares.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

For this purpose, all of the Allianz shares that would otherwise be issuable as fractional shares will be sold by no later than ten trading days following settlement of the Offer. The cash amount will be paid to the AGF shareholders as soon as possible after this date. In no circumstances will interest be paid on the cash amount to be paid to an AGF shareholder in lieu of a fraction of an Allianz share he would otherwise be entitled to receive in the Offer, even in the event of late payment of such amount. 2.6

SITUATION OF HOLDERS OF OPTIONS TO PURCHASE OR TO SUBSCRIBE FOR SHARES IN AGF The holders of options to purchase or subscribe for AGF shares granted by AGF in the 2003, 2004, 2005 and 2006 plans (the “Option Plans”) will have the possibility to tender in the Offer the AGF shares they own or will own as a result of the exercise of the options. The board of directors of AGF has during its meeting held on February 19, 2007, authorized, subject to the beneficiaries acknowledging that they are debtors of the employee social contribution charges and accepting that this sum be withheld from the cash consideration received in the Offer, the modification of the rules of the Option Plans to allow, during the acceptance period of the Offer (and therefore during the restricted period applicable), the tender of the shares in the Offer and to authorize the anticipated exercise of the options granted under the 2006 plan after the opening of the Offer to tender the underlying shares in the Offer, subject to the prior entering into of the Indemnification Letter (see section 1.3). Moreover, Allianz will offer the option holders after the closing of the Offer a liquidity agreement under which, if the AGF shares are no longer listed or if the market for AGF shares is not sufficiently liquid, the stock-options holders will have the right to sell to Allianz the AGF shares resulting from the exercise of their options for cash consideration equal to the Allianz average share price at the time the right to sell is exercised multiplied by the number of Allianz shares corresponding to the consideration offered in the Offer on the basis of the Allianz share price on January 16, 2007 (subject to adjustments in case of transactions impacting Allianz or AGF share capital or net equity). Under this agreement, Allianz will also have the right to purchase, at the same price, the shares resulting from the exercise of the options for which the holder would not have used the right offered to him under the liquidity agreement to sell his shares to Allianz. Under the liquidity agreement, the option holders will irrevocably undertake not to exercise their options prior to the expiration of a three-month period following publication of the Offer’s results without the prior written consent of Allianz. The liquidity mechanism shall apply for a period ending two years and three months after the latest of (i) the effective exercise of the options by the holder and (ii) the end of the applicable restricted period. Only beneficiaries having tendered all the shares held by them before the closing of the Offer as a result of the exercise of their options will be eligible to benefit from the liquidity agreement.

2.7

CONDITIONS OF THE OFFER None.

2.8

NUMBER, ORIGIN AND CHARACTERISTICS OF THE ALLIANZ SHARES TO BE ISSUED IN THE OFFER 2.8.1

Maximum number of Allianz shares to be issued in the Offer

Up to 20,876,194 new Allianz shares may be issued in the Offer. The table below shows the impact of the Offer on Allianz’ share capital if 20,876,194 of new shares were issued in the Offer:

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Maximum number of shares Maximum total number of to be issued in the Offer Allianz shares after settlement-delivery of the Offer* 20,876,194

Maximum percentage of Allianz share capital acquired by the former AGF shareholders in the Offer*

453,026,194

4.6 %

* On a non-diluted basis, it being specified that Allianz has granted 2.2 million options to subscribe for shares. 2.8.2

Origin of the Allianz shares issued in the Offer

The Allianz shares issued in exchange for the AGF shares tendered in the Offer will be issued pursuant to an increase of the share capital of Allianz in accordance with the resolution of the management board (Vorstand) of Allianz adopted on February 21, 2007 to partially exercise its authorization to increase the share capital pursuant to section 2.3 of the articles of association of Allianz (Authorized Capital 2006/I – Genehmigtes Kapital 2006/I). According to such section 2.3, the management board of Allianz is authorized to increase the share capital of Allianz on one or more occasions on or prior to February 7, 2011 in an amount of up to 450,000,000 euros in the aggregate, subject to the approval of the supervisory board, by issuing new registered no-par value shares (Stückaktien) with restricted transferability against contribution in cash and/or in kind. The standing committee of the Allianz supervisory board has granted its consent to the capital increase by resolution passed on February 21, 2007. The exact amount of the capital increase as well as the exact amount of the AGF shares to be contributed in such capital increase will be determined by the management board, with the approval of the supervisory board, after publication of the results of the Offer by the AMF. The capital increase will become effective upon registration in the commercial register of Allianz. 2.8.3

Characteristics of the Allianz shares issued in the Offer

The new Allianz shares issued within the context of the Offer are registered no-par value shares (Stückaktien). They will rank pari passu with the existing shares and will carry the right to payment of any dividend or other distribution and will carry rights to liquidation proceeds in proportion to the fraction of the share capital that they represent. They will carry dividend rights as from January 1, of the year of issuance, and will therefore not carry rights to the dividend in respect of the previous financial year. A detailed description of the rights and obligations attached to the Allianz shares is set out in the annex to this document. 2.8.4

Transferability of the Allianz shares issued in the context of the Offer – Listing

The transfer of Allianz shares is subject to an approval of Allianz. The Allianz shares issued in the Offer and subscription rights to Allianz shares may, according to article 2.2 of its articles of association, only be transferred with the consent of Allianz. Pursuant to its articles of association, Allianz may withhold its consent to a duly applied request only if it deemed this to be necessary in the interest of the company on exceptional grounds. The applicant has to be informed of the reasons for any refusal. For over 20 years, Allianz has never withheld its consent. Due to the standardized processes with Clearstream Banking and for the registration in the share register, the approval procedure does not result in any delay with respect to trading and registration. The management board of Allianz has approved in advance the transfer of the Allianz shares issued in the Offer to the AGF shareholders having tendered their shares in the Offer. For registration in the share register, shareholders who are individuals are required to inform Allianz of their name, date of birth and address, while shareholders who are legal entities are required to inform Allianz of their company name, registered office and business address, in each case, as well as the number of Allianz shares held by them. Adeus Aktienregister Service-GmbH maintains the share register of Allianz. Registration of a shareholder in the share register is a prerequisite for the exercise of participation and voting rights during the general meeting.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Allianz’s shares are admitted to trading, inter alia, on Eurolist of Euronext Paris (since 1998) under ISIN code DE0008404005. Allianz’s shares are also listed on the official markets of the securities exchanges in Frankfurt/Main, Berlin-Bremen, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart, as well as on the sub-segment of the official market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard), on the London Stock Exchange, the SWX Swiss Exchange and on the MTA International segment of the MTA market of the Italian Stock Exchange (Borsa Italiana). Furthermore, American depositary shares (“ADSs”) of Allianz, each representing one-tenth of an Allianz share, trade on the New York Stock Exchange. The Allianz shares issued in the Offer will be admitted to trading on all German stock exchanges and it is expected that they will also be admitted on the Eurolist of Euronext Paris when they are delivered to the AGF shareholders having tendered their shares in the Offer. The admission to trading of the newly issued Allianz shares on the London Stock Exchange, on the Italian Stock Exchange and on the SWX Swiss Exchange is expected to follow in due course. 2.9

INDICATIVE TIMETABLE FOR THE OFFER Prior to the opening of the Offer, the AMF and Euronext Paris will publish notices announcing the opening date and the timetable for the Offer. An indicative timetable is set out below:

2.10

February 22, 2007

Filing of the draft Offer

March 9, 2007

Date of filing of AGF’s draft response document

March 20, 2007

AMF statement of compliance (déclaration de conformité) constituting approval (visa) of the offer document (note d’information) and the reply document (note d’information en réponse)

March 22, 2007

Publication of the offer document and the reply document in accordance with the provisions of article 231-27 of the AMF General Regulations.

March 23, 2007

Opening of the Offer

April 20, 2007

Closing of the Offer

FINANCING OF THE OFFER 2.10.1

Cost of the Offer

The total cost incurred by the Co-Offerors in connection with the Offer in the event that all the shares targeted were to be tendered, including, in particular, costs relating to the purchase transactions (excluding shares acquisition price), the social contribution charges likely to be reimbursed by Allianz to AGF in application of the Indemnification Letter referred to in section 1.3 above, the fees and other costs of the external financial, legal and accounting advisers and of any experts and other consultants, as well as communication costs, but excluding the amount of costs relating to the financing of the transaction, is estimated to be approximately 160 million euros (excluding tax).

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

2.10.2 Financing of the Offer In the event that 100% of the AGF shares targeted by the Offer (on a fully-diluted basis), excluding the treasury shares held by AGF (other than those covering outstanding purchase stock options) were to be tendered in the Offer, the total cash consideration to be paid by the CoOfferors to the AGF shareholders having tendered their shares (excluding fees and related expenses) would amount to 6,8 billion euros (not taking into account possible adjustments of the 87.50 euros cash consideration per share of the Offer pursuant to the provisions set forth in section 2.5 above). The cash portion of the Offer would be entirely financed by internal funds of the Allianz Group. However, to bridge possible time gaps until the necessary liquidity is available, bridge loans from different financial institutions will be used. 2.11

REMUNERATION OF THE INTERMEDIARIES

The financial intermediaries (banks, investment firms, etc.) shall receive a commission (excluding taxes) paid by the Co-Offerors of 0.50 euro per AGF share tendered in the Offer within the limit of 50.00 euros per case (excluding VAT). 2.12

RESTRICTIONS CONCERNING THE OFFER OUTSIDE FRANCE The Offer is being made to the public exclusively in France. This offer document is not intended to be distributed in any country other than France. Generally, the distribution of any document relating to the Offer and participation in the Offer may be subject to legal restrictions outside France. The Offer is not directed at persons who are directly or indirectly subject to such restrictions, and cannot be accepted in a country where the Offer is subject to restrictions. Persons having obtained any document relating to the Offer must comply with the legal restrictions in force locally. Non-compliance with the legal restrictions may constitute a breach of the laws and regulations applicable to stock exchange transactions in one of these countries. Neither the Co-Offerors nor AGF shall have any liability in the event of breach by any person of the legal restrictions applicable to such person. The distribution of this document and the information it contains, as well as the Offer itself, is subject to specific restrictions, inter alia, in the following countries, in accordance with the legislation in force in such countries: United States of America This offer document does not constitute an extension of the Offer into the United States and the Offer is not being made, directly or indirectly, in the United States, to persons in the United States, by use of the mail, by any means of communication or other means or instrumentality of commerce (including, but not restricted to, transmissions by fax, telex, telephone and email) of the United States or of any facility of a United States securities exchange. Consequently, copies of this offer document and other documents relating to this offer document or to the Offer may not be mailed, communicated, or otherwise distributed in the United States by an intermediary or any other person in any manner whatsoever. Accordingly, no AGF shareholder may tender his AGF shares in the Offer unless he can represent that (i) he did not receive in the United States a copy of this offer document or any other document related to the Offer and that he did not send any such document into the United States, (ii) he has not used, directly or indirectly, the mails, or a means of communication or other means or instrumentality of commerce or the facilities of a United States securities exchange in relation to the Offer, (iii) he was not in the United States when he accepted the Offer or gave his order to tender his shares and (iv) he is not an agent nor a fiduciary acting for a person other than a person who gave his instructions outside the United States. Authorized intermediaries may not accept orders to tender shares which have not been made according to the provisions set forth above (except as otherwise expressly authorized or instructed by or on behalf of Allianz, in its absolute discretion). This offer document is not an offer to sell, or the solicitation of an offer to buy, securities in the United States and this offer document has not been submitted to the United States Securities and

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Exchange Commission. The Allianz shares to be delivered in exchange under the Offer have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and are offered outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. Consequently, no Allianz shares to be delivered in exchange under the Offer may be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration. For the purposes of the two foregoing paragraphs of this offer document, the United States shall mean the United States of America, its territories and possessions, any of the States of the United States and the District of Columbia. United Kingdom This document, any supplement hereto, and any other document concerning the Offer may be distributed or sent only to (i) persons residing outside the United Kingdom (ii) professional investors described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (for the purposes of this paragraph, the "Order") or (iii) entities that hold a certain level of assets ("high net worth entities") or to any other type of person to whom such documents may be communicated legally, as described in Article 49(2) (a) to (d) of the Order (all these persons are collectively referred to as "Authorized Persons"). The new Allianz shares are exclusively offered to Authorized Persons. Any person who is not an Authorized Person must not act on the basis of or take into consideration this document, any supplement hereto or any related document or any element contained herein. Japan The new Allianz shares have not been and shall not be registered pursuant to Japanese stock exchange laws or any other Japanese legislation relating to securities. The offer of new Allianz shares is not directly or indirectly extended or addressed to Japanese persons or on behalf of or to the benefit of Japanese persons. For the purposes of this paragraph, a "Japanese person" means a resident of Japan, including a company or other legal entity governed by Japanese law. Canada The Offer is not addressed or being made to individuals or legal entities who are residents of Canada or one of the territories or provinces of Canada, or who are directly or indirectly subject to Canadian legislation concerning securities, and the Offer may not be accepted in any manner whatsoever by one of said persons. The new Allianz shares may not be offered or sold, directly or indirectly, and this document, any supplement to this document, or any other document concerning the Offer may not be distributed or published in Canada, except in accordance with the applicable laws and regulations. Persons in possession of this document and any document related to the Offer, or holding any new Allianz shares must obtain information on and comply with each of those restrictions. This includes, but is not limited to, the fact that this document and any other document related to the Offer may not be made available to the public in Canada. The failure to comply with these restrictions may constitute a violation of Canadian legislation concerning securities or the laws governing securities in other countries. This document and the documents related to the Offer do not constitute a public notice or a public offer of new Allianz shares in Canada and may not under any circumstances be interpreted as such. In Canada, no financial market supervisory or similar authority has reviewed in any manner this document or any other document related to the Offer or evaluated the securities described herein, and any claim to the contrary is a criminal offence.

2.13

TAX REGIME APPLICABLE TO THE OFFER The shareholders should note that the description set out in this section is a summary of the applicable tax rules. This description is based on the provisions of French law and of tax treaties currently in force, following adoption of the French finance act for 2007 on 19 December 2006

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

and adoption of the amended finance act for 2006 on 21 December 2006. This information is only a summary of the applicable tax rules, is given as a general guideline and is not intended to constitute a comprehensive analysis of all the tax consequences which may apply to a shareholder’s situation. Shareholders are therefore advised to consult their usual tax adviser in order to examine their specific circumstances. Persons who are not tax residents of France must comply with the tax legislation in force in their country of residence. 2.13.1

Individuals who are French tax residents acting in connection with the management of their private assets (i.e. in conditions which are not analogous with those characterizing an activity carried out by a professional)

In accordance with article 150-0 A of the French Tax Code, capital gains on sales of shares by the aforementioned individuals, equal to the difference between, on the one hand, the value of the Allianz shares received as consideration plus the amount of the cash component of the Offer and, on the other, the tax cost price of the AGF shares tendered in the Offer, are subject, from the first euro, to income tax at a rate of 16% if the annual total amount from sales of shares, corporate interests or similar securities by all of the members of the taxpayer’s household (excluding, inter alia, sales subject to exemption under a sharesave scheme (plan d’épargne en actions - “PEA”) referred to in articles L. 221-30 and L. 221-31 of the French Monetary and Financial Code (code monétaire et financier) and share-for-share exchanges benefiting from the tax deferral regime as provided for in article 150-0 B of the French Tax Code) exceeds a threshold of 20,000 euros for income for 2007. Under the same condition relating to the annual amount of sales of shares, corporate interests and similar securities, the capital gains are also subject to: 

the contribution sociale généralisée (“CSG”) at the rate of 8.2%, which is not deductible from the tax base subject to income tax;



the prélèvement social of 2%, which is not deductible from the tax base subject to income tax;



the 0.3% contribution additionnelle which is not deductible from the tax base subject to income tax; and



the contribution pour le remboursement de la dette sociale (“CRDS”) at the rate of 0.5%, which is not deductible from the tax base subject to income tax.

The global tax rate is therefore 27% for sales in 2007. Tendering shares in the Offer will terminate any deferral of taxation from which the shareholders may have benefited in connection with prior transactions in respect of the shares tendered in the Offer. Provided the aforementioned 20,000 euros threshold is exceeded, the capital gains subject to deferred taxation (capital gains realized on securities exchanged prior to 1 January 2000 subject to the provisions of articles 92 B II and 160 I ter of the French Tax Code applicable at the time) will therefore be taxable under the conditions described in this section. Pursuant to the provisions of article 150-0 D 11° of the French Tax Code, capital losses on share sales may be set off against capital gains of the same type realized during the year in which the sale took place or during the next ten years if these capital losses result from transactions subject to taxation, if, in particular, the annual threshold of sales of securities by the members of the tax household referred to above has been exceeded in respect of the year in which the loss is realized. Sharesave schemes (Plans d’Epargne en Actions (“PEAs”)) Persons holding AGF shares in a PEA may tender such shares in the Offer. A PEA, under certain conditions, entitles its holder, (i) throughout the term of the PEA, to an exemption from income tax and social taxes on the proceeds from and the capital gains on investments made in the context of the PEA, provided, in particular, that these proceeds and capital gains remain invested in the PEA and (ii) upon termination of the PEA (if terminated more than five years after its inception) or at the time of a partial withdrawal (if this withdrawal takes

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

place more than eight years after its inception), to an exemption from income tax on the amount of net gain since inception of the PEA; this gain nonetheless remains subject to the 2% prélèvement social, the 0.3% contribution additionnelle, the CSG and the CRDS. However, the actual effective rate of these taxes will vary depending on when this gain was acquired or realized. If the PEA is terminated before the end of the fifth year following its inception, the net gain realized since the date of its inception is taxable, if the 20,000 euros annual threshold of sales of securities is exceeded, at a rate of 22.5% if the PEA is terminated before the end of the second year (article 200 A 5 of the French Tax Code) or at a rate of 16% if terminated between the second and fifth year. In both cases, the net gain is subject to the CSG, the 2% prélèvement social, the 0.3% contribution additionnelle and the CRDS. In principle, capital losses incurred within the context of a PEA may only be offset against capital gains realized as part of the PEA. However, (i) in the event the PEA is terminated before the end of the fifth year or (ii) subject to certain conditions, in the event of termination of the PEA after the end of the fifth year when the liquidation value of the plan or redemption value of the contract is less than the amount of the payments made into the plan since its inception, the losses, as the case may be, upon such liquidation or redemption, may be offset against the same type of capital gains realized during the same year or during the ten following years, provided that the aforementioned annual threshold of sales of securities has been exceeded in the year in which the capital losses were incurred. 2.13.2 Employees and corporate officers resident in France holding AGF shares received following the exercise of options to purchase or subscribe for AGF shares Pursuant to article 163 bis C of the French Tax Code, holders of options to purchase or subscribe for AGF shares granted in accordance with the provisions of articles L. 225-177 to L. 225-186 of the French Commercial Code only qualify for the preferential treatment attaching to them, in terms of tax and in terms of application of social security contributions and social charges, if the AGF shares resulting from the exercise of these options are kept in registered form and are not sold or converted into bearer shares prior to expiry of a period of four years (for options granted after April 27, 2000) or five years (for options granted before this date) from the grant of the options (except, under certain conditions, in the event of death, redundancy, disability or retirement of the holder before expiry of the relevant period). Thus, if AGF shares purchased or subscribed for as part of a stock option plan are tendered in the Offer after expiry of the four-year period referred to above, the exercise gain (which is equal to the difference between (i) the first listed price for the AGF shares on the day the option to purchase or subscribe for shares is exercised and (ii) the option exercise price, plus the fraction of any discount taxed as salary on the option exercise date) will be taxed, as provided in article 150-0 A of the French Tax Code and if, in particular, the aforementioned 20,000 euros is exceeded, at the rates provided in article 200 A of the French Tax Code (i.e., 27%, 41% or 51%, including social contributions, depending on the grant date of the options, the amount of the gain realized and the holding period of the shares sold) and will not be subject to social charges. However, if the AGF shares purchased or subscribed for as part of a stock option plan are tendered in the Offer before expiry of the period referred to above, save in the case of an event qualifying for early release as provided for in article 91 ter of Annex II of the French Tax Code, the exercise gain will be taxed as salary and subject to social charges, as well as to the CSG at a rate of 7.5% (5.1% of which is deductible from the tax base subject to income tax), and to the CRDS at a rate of 0.5% (not deductible from the tax base subject to income tax), the tax base for which is identical to that of social charges. In addition, any capital gains realized from tendering AGF shares in the Offer, equal to the difference between, on the one hand, the value of the Allianz shares received as consideration plus the cash component of the Offer, and on the other, the first listed price for the AGF shares on the day the option to purchase or subscribe for AGF share is exercised, shall be subject to the standard tax treatment for capital gains realized by individuals who are residents of France as described in section 2.13.1 of this document.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

2.13.3 Legal entities which are tax residents of France subject to corporate income tax Capital gains realized or capital losses incurred on the sale of portfolio securities, equal to the difference between, on the one hand, the value of the Allianz shares received in consideration plus the amount of the cash component of the Offer and, on the other hand, the tax cost price for the AGF shares tendered in the Offer, are subject to corporate income tax at the standard rate of 331/3% plus, as the case may be, the 3.3% social tax (article 235 ter ZC of the French Tax Code) applicable to the amount of corporate income tax less an allowance which may not exceed 763,000 euros per 12-month period. For the financial years ending after December 31, 2006, the net capital gains realized on the sale of shares which do not fall within the scope of the definition set out in the third paragraph of article 219 I a quinquies of the French Tax Code, the cost price of which is at least 22,800,000 euros and which meet the conditions for the parent-subsidiary tax regime provided for in articles 145 and 216 of the French Tax Code other than the ownership of at least 5% of the subsidiary’s share capital cease to qualify for the 15% reduced rate of taxation for long-term capital gains and are therefore subject to the standard tax regime described in the preceding paragraph. In addition, in accordance with the provisions of the aforementioned article 219 I-a quinquies of the French Tax Code, net long-term capital gains realized on the sale of equity interests (titres de participation) which fall within the scope of the definition provided in that article and which have been held for more than two years are taxed at a reduced rate of 8% for financial years beginning on or after January 1, 2006, plus the aforementioned 3.3% social tax, and are exempt at 0% for financial years beginning on or after January 1, 2007; for financial years beginning on or after January 1, 2007, a portion of costs and expenses equal to 5% of the net results from capital gains will be included in the calculation of taxable income to be taxed at the standard rate. For the purposes of article 219-I a quinquies of the French Tax Code, equity interests (titres de participation) shall be, inter alia, shares that are considered as equity interests for accounting purposes, and, under certain conditions, shares acquired pursuant to a public tender or exchange offer by the company initiating such offer, as well as securities that are eligible for the parentsubsidiary tax regime provided for in articles 145 and 216 of the French Tax Code, except for securities in predominantly real estate companies. The conditions for offsetting and carrying forward long-term capital losses are determined by specific tax rules, and the taxpayers concerned should contact their tax adviser to determine the rules applicable to their particular circumstances. In particular, capital losses recorded in respect of a financial year beginning on or after January 1, 2006 on the sale of securities eligible for the treatment provided for in the aforementioned article 219 I a quinquies of the French Tax Code may be offset against capital gains of the same type recorded in respect of the same financial year but may not be carried forward to be offset against capital gains realized during financial years beginning on or after January 1, 2007. Certain legal entities may qualify, under the conditions set forth in articles 219-I b and 235 ter ZC of the French Tax Code, for a reduced rate of corporate income tax at 15% and an exemption from the 3.3% social tax. 2.13.4 Shareholders not resident in France Subject to the provisions of international tax treaties applicable as the case may be, capital gains realized on the sale of AGF shares for a consideration by persons who are not French tax residents within the meaning of article 4 B of the French Tax Code or legal entities whose registered offices are located outside France are generally exempt from taxation in France, unless these capital gains are connected with a permanent establishment or fixed base subject to taxation in France and unless the transferor has directly or indirectly held at any time, alone or with his or her spouse, his or her ascendants or descendents, the ascendants or descendents of his or her spouse, a shareholding representing more than 25% of the rights to share in the company’s profit at any time during the five years prior to the sale.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Shareholders who are not resident in France must generally seek tax advice on the tax treatment that is applicable to their particular circumstances. 2.13.5 Other shareholders Holders of shares subject to tax treatment other than as described above and who participate in the Offer, including in particular taxpayers whose securities transactions go beyond management of personal assets or who have recorded their securities as assets on their business balance sheet, should seek advice from their usual tax adviser on the tax treatment that is applicable to their particular circumstances.

2.14

TAX TREATMENT OF ALLIANZ SHARES The shareholders should note that the description set out in this section is a summary of the tax regime currently applicable in accordance with the provisions of French laws, regulations and tax treaties currently in force, following adoption on December 19 and 21, 2006, respectively of the French finance act for 2007 and of the French amended finance act for 2006, and may therefore be impacted by subsequent amendments. This summary is given as a general guideline and is not intended to constitute a comprehensive description of all the tax consequences as a result of owning and holding ordinary Allianz shares. The holders of Allianz shares are therefore strongly advised to consult their tax advisor in order to determine the tax consequences, according to their own specific circumstances, of owning and holding ordinary Allianz shares. Persons who are not tax residents of France must also comply with the tax legislation in force in their country of residence. This section is a summary of the tax regime applicable to Allianz shareholders: -

who are tax residents of France within the meaning of article 2 of the tax treaty entered into between France and the Federal Republic of Germany dated July 21, 1959, as amended by the supplemental agreements of June 9, 1969, September 28, 1989, and December 20, 2001 (the “Tax Treaty”);

-

who do not hold and shall not hold, after completion of the Offer, more than 5% of the capital and voting rights of Allianz; and

-

who do not have a permanent establishment or fixed base in Germany in whose accounts the Allianz shares are registered or with whom they may be connected.

2.14.1

French resident individuals acting in connection with the management of their private assets (i.e., in conditions which are not analogous with those characterizing an activity carried out by a professional)

a) Dividends Germany Dividends paid by a company which is a tax resident in Germany such as Allianz are in principle subject to a German withholding tax at a rate of 20% plus solidarity surcharge of 5.5% thereon (a total of 21.1%). However, in accordance with the provisions of article 9-2 of the Tax Treaty, this rate can generally be reduced to 15%. The reduction is generally granted by way of refund of the excess amount of tax withheld (including solidarity surcharge) over the applicable taxation rate. Generally, the shareholders are advised to contact their own tax adviser to determine the procedures applicable to their specific circumstances to benefit from the 15% withholding tax rate. France Dividends received, before deduction of the withholding tax referred to in the preceding paragraph, are subject to:

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

-

progressive rate income tax;

-

the contribution sociale généralisée (“CSG”) at the rate of 8.2%, 5.8% of which is deductible from the taxable income subject to income tax in respect of the year of payment;

-

the prélèvement social of 2%, which is not deductible from the tax base subject to income tax;

-

the 0.3% contribution additionnelle au prélèvement social, which is not deductible from the tax base subject to income tax; and

-

the contribution pour le remboursement de la dette sociale (“CRDS”) at the rate of 0.5%, which is not deductible from the tax base subject to income tax.

As regards calculation of income tax, it should be noted that, by virtue of the provisions of article 158 of the French Tax Code, these dividends entitle the beneficiary: -

first, to an uncapped general allowance of 40% of the amount of income distributed (before deduction of the withholding tax); and,

-

secondly, after deduction of the aforementioned 40% allowance and the deductible costs and expenses, to an annual allowance of EUR 3,050 for married couples filing a joint tax declaration and for partners under a civil union agreement (pacte civil de solidarité) as defined in article 515-1 of the French Civil Code filing jointly, with effect from registration of the civil union agreement, and EUR 1,525 for single, widowed or divorced taxpayers, or married taxpayers filing separately.

In accordance with the provisions of article 20-2 of the Tax Treaty, tax residents of France are entitled to a tax credit equal to the amount of tax paid in Germany. This foreign tax credit is deductible from French income tax in which base this revenue is included, then the portion of the tax credit exceeding the French income tax on these dividends can be deducted from the social contributions referred to above. This foreign tax credit cannot be refunded if it exceeds the amount of income tax or social contribution due in respect of these dividends. In addition, pursuant to article 200 septies of the French Tax Code, these dividends entitle the beneficiary to a tax credit equal to 50% of the amount, before deduction of the allowances, of the dividends received (before deduction of the withholding tax) and which is capped, on an annual basis, at EUR 115 for single, widowed, or divorced taxpayers, or married couples filing separately, and at EUR 230 for married taxpayers filing jointly and for partners under a civil union agreement (pacte civil de solidarité) as defined in article 515-1 of the French Civil Code filing jointly, with effect from registration of the civil union agreement. This tax credit may be deducted from income tax (after deduction of the foreign tax credit referred to above) and is refundable if it exceeds the amount of income tax due and is at least EUR 8. b) Capital gains In accordance with the provisions of article 7 of the Tax Treaty, the capital gains realized on the sale of Allianz shares by private individuals who are tax resident in France are in principle only taxable in France. Pursuant to article 150-0 A of the French Tax Code, capital gains realized by the aforementioned individuals on the sale of Allianz shares are subject, from the first euro, to income tax at a rate of 16% if the annual total amount from sales of securities, corporate interests and similar rights, by all of the members of the taxpayer’s fiscal household (excluding, in particular, sales subject to exemption under a share savings plan (plan d’épargne en actions) operating in accordance with the provisions of articles L. 221-30 et seq. of the French Monetary and Financial Code (“PEA”) and share exchanges benefiting from the tax deferral regime as provided for under article 150-0 B of the French Tax Code) exceeds a threshold of EUR 20,000 for income realized in 2007.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Under the same condition relating to the annual amount of sales of securities, corporate interests and similar rights, the capital gains are also subject to: •

the CSG at the rate of 8.2%, which is not deductible from the taxable income base;



the 2% prélèvement social, which is not deductible from the taxable income base;



the 0.3% contribution additionnelle, which is not deductible from income subject to income tax; and



the CRDS at the rate of 0.5%, which is not deductible from the taxable income base.

The aggregate rate of taxation is therefore 27% for sales carried out in 2007. In accordance with article 150-0 D bis of the French Tax Code, for the purposes of calculation of income tax at the proportional rate, currently 16%, capital gains on sales of the Company’s shares are subject to a 331/3% allowance for each year they are held after the fifth year, provided the taxpayer is able to provide evidence for both the period and continuity of ownership of the Allianz shares sold. For the purposes of the said article, the holding period is computed from 1 January of the year of acquisition of or subscription for the securities or rights (and, as regards securities or rights acquired or subscribed for before January 1, 2006, from January 1, 2006); as regards the sale of securities or rights following the termination of a PEA or the redemption of such securities or rights more than eight years after the inception of the PEA, this period is computed from the later of January 1, 2006 and January 1 of the year in which the seller ceased to benefit, in respect of these securities, from the special tax treatment for PEAs. Pursuant to the provisions of article 150-0 D 11° of the French Tax Code, capital losses, if any, incurred during a year may be offset against capital gains of the same type realized during the same year or for the next ten years, provided that the EUR 20,000 annual threshold referred to above has been exceeded in respect of the year in which the loss is realized. c) Special tax regime for PEAs France Allianz shares are eligible assets for the purposes of a PEA. Under certain conditions, a PEA entitles its holder (i) during the life of the PEA, to a personal income tax and social contributions exemption on the proceeds and capital gains from transactions realized within such PEA, and (ii) upon termination of the PEA (where it occurs more than five years after the inception of the PEA) or at the time of a partial redemption (where it occurs more than eight years after the inception of the PEA), to an income tax exemption on the net gain realized since the inception of the plan; these capital gains remain, however, subject to the prélèvement social, the contribution additionnelle, the CSG and the CRDS; however, the actual effective rate of these taxes will vary depending on when these gains were acquired or realized. The dividends received as part of a PEA give rise, with effect from January 1, 2005, to the capped 50% tax credit referred to in paragraph 2.14.1 (a) above; this tax credit is not paid into the plan, but may be deducted, in the same conditions as the tax credit attaching to dividends received outside the scope of a PEA, from the total amount of income tax payable in respect of the year in which the dividends are received and is refundable if it exceeds the amount of income tax due. Tax credits provided for in the relevant tax treaties attaching to the proceeds of equity interests (titres de participation) are not refundable.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Capital losses incurred within the context of a PEA may only be offset against capital gains realized as part of the PEA. However, in the event the PEA is terminated before expiry of the fifth year or, with effect from January 1, 2005 and subject to certain conditions, in the event of termination of the PEA after expiry of the fifth year when the liquidation value of the plan or redemption value of the contract is less than the amount of the payments made into the plan since its inception, the losses, as the case may be, upon such liquidation or redemption, may be offset against the same type of capital gains realized during the same year or ten following years, provided that the annual threshold of sales of securities (and corporate interests or similar rights) applicable for the year in which the capital losses were incurred has been exceeded in the year in question. 2.14.2 French resident legal entities subject to corporate income tax a) Dividends Germany The tax regime described in the above paragraph for private individuals also applies, if the legal entity is eligible for the benefits under the Tax Treaty. Please note that the German domestic rules on limitation on benefits in respect tax treaties have been substantially restricted. France Legal entities that hold less than 5% of Allianz’s share capital (financial rights and voting rights) do not qualify as parent companies for the purposes of the tax regime provided for in articles 145 and 216 of the French Tax Code. Dividends received by such legal entities, before deduction of the German withholding tax, are subject to ordinary tax treatment, i.e., in principle, the standard rate of corporate income tax, currently 331/3%, plus the 3.3% social security tax (article 235 ter ZC of the French Tax Code) which is applicable to the amount of corporate income tax, less an allowance that may not exceed EUR 763,000 per 12-month period. The corporate income tax is calculated after deduction of a tax credit equal to the amount of German withholding tax, i.e., 15% of the gross dividend, without however exceeding the amount of French corporate income tax corresponding to this income. In addition, the amount of the tax credit which could not be deducted from the corporate income tax may be deducted from the 3.3% social security tax, in the conditions and within the limits set out in the Tax Treaty (French tax authorities’ guidelines 4 L-2-02, dated June 16, 2002). In accordance with article 219 I-b and 235 ter ZC of the French Tax Code, certain legal entities may benefit from a reduced corporate income tax rate of 15% and an exemption from the 3.3% social security tax. b) Capital gains In accordance with the provisions of article 7 of the Tax Treaty, the capital gains realized on the sale of Allianz shares by legal entities which are tax resident in France are in principle only taxable in France, if the legal entity is eligible for the benefits under the Tax Treaty. Capital gains realized or capital losses incurred on the sale of portfolio securities are subject to corporate income tax at the standard rate of 331/3% plus the 3.3% social security tax (article 235 ter ZC of the French Tax Code) applicable to the amount of corporate income tax less an allowance which may not exceed EUR 763,000 per 12-month period. For the financial years ending on or after December 31, 2006, the net capital gains realized on a sale of shares which do not fall within the scope of the definition given in the third paragraph of article 219 I-a quinquies of the French Tax Code, the cost price of which is more than EUR 22,800,000, and which meet the conditions to qualify for the parent-subsidiary regime provided for in articles 145 and 216 of the French Tax Code other than the ownership

- 24 -

The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

of at least 5% of the subsidiary’s share capital, cease to qualify for the 15% reduced rate for long-term capital gains, and are therefore subject to the ordinary tax treatment at the standard rate described in the preceding paragraph. In addition, in accordance with the provisions of the aforementioned article 219 I-a quinquies of the French Tax Code, net long-term capital gains realized on the sale of equity interests (titres de participation) which fall within the scope of the definition provided in that article and which have been held for more than two years are taxed at a reduced rate of 8% for fiscal years beginning on or after January 1, 2006, plus, as the case may be, the aforementioned 3.3% social security tax, and exempt at 0% for fiscal years beginning on or after January 1, 2007; for fiscal years beginning on or after January 1, 2007, a portion of costs and expenses equal to 5% of the net capital gains will be included in the income subject to the standard tax treatment. The conditions for offsetting and carrying forward long-term capital losses are determined by specific tax rules and the taxpayers concerned should contact their tax advisor to determine the rules applicable to their particular situation. Certain legal entities may qualify, under the conditions set forth in articles 219-I b and 235 ter ZC of the French Tax Code, for the 15% reduced rate of corporate income tax and an exemption from the 3.3% social security tax. 2.14.3 Other shareholders The holders of Allianz shares subject to a tax treatment other than as described above, in particular shareholders who are not tax residents of France and the taxpayers whose securities transactions go beyond management of personal assets or who have recorded the Allianz shares as assets on their business balance sheet, should seek advice on the tax treatment that is applicable to their particular circumstances and examine their specific circumstances with their usual tax advisor. 2.14.4 Future changes to German laws The German government currently considers various substantial changes to the German tax laws which could have a major impact on the Allianz shareholders’ taxation in relation to the Allianz shares. With respect to individual income taxation, the German government has expressed its intention to introduce final withholding tax (flat tax) on certain dividend income as well as on capital gains from private investments at a rate of 25% as of 2009. The content and the timing of the new tax regime are, however, totally uncertain and can, at this stage, not be assessed.

3

VALUATION CRITERIA FOR THE OFFER Terms of the Offer The Co-Offerors offer the possibility to AGF shareholders to tender their shares and to receive 87.50 euros and 0.25 new Allianz share for each AGF share, subject to adjustment of the cash amount as set out in section 2.5 above. On the basis of the Allianz share price on January 16, 2007 the Offer implies a valuation of 126.43 euros for each AGF share.

3.1

METHODOLOGY The analysis of the financial terms of the Offer has been made through a multi-criteria analysis (”analyse multicritères”) based on commonly used valuation methods.

3.1.1

Selected valuation methodologies The selected methodologies aim at valuing AGF on a stand-alone basis. No synergy is expected from the transaction since AGF is already majority owned by Allianz and therefore is part of the group wide efficiency programs.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

The valuation analysis is based on objective valuation methods typically used for insurance companies: (i) comparable listed companies multiples, (ii) comparable transaction multiples, (iii) reference to intrinsic valuations calculated by financial analysts for AGF and (iv) sum-of-the-parts valuation which aggregates the valuations of each of the AGF business divisions and/or subsidiaries (see section 3.2.5 for sum-of-the-parts valuation methodology). Implied premia of the Offer price on the share price have also been analysed and compared to offer premia in tender offers and minority buy-outs in the French market. As the Offer includes a share component of Allianz, the implied Offer price has also been analysed on the basis of a multi-criteria valuation of Allianz. 3.1.2

Discarded valuation methodologies Among the commonly used valuation methodologies, the following have been discarded:

3.1.3



Net asset value: The net asset value criteria are not considered as relevant to capture the value of the company nor of its assets. In particular, this criteria does not take into account the profitability prospects of AGF ;



Adjusted net asset value: as of December 31, 2006, AGF had an adjusted net asset value of 10.7 billion, euros which, on the basis of 185.3 million shares, translates into a net asset value per share of c. 57.8 euros. This methodology has been discarded as it is impossible to assess the entire group’s tangible and intangible assets, whether they are booked or not in AGF’s balance sheet (brands, market shares, clientele…). Appraisal value and the sum of the parts valuations are the relevant criteria for a diversified insurance group such as AGF with a range of different activities.



Yield based valuation: a perpetual valuation of the proposed 2006 dividend would value AGF between 52 euros and 59 euros. This methodology has been discarded as it does not take into account the profitability prospects of the group, unlike the dividend discount model methodology used in the sum-of-the-parts methodology (see section 3.2.5)

Assumptions and sources of information Key information The valuation is based on the following key information:  





Audited consolidated full-year accounts of AGF and Allianz for 2004 and 2005; 2006 information published by AGF i. 2006 half-year report released on August 10, 2006; ii. preliminary unaudited 2006 full year results released on February 20, 2007; iii. 2006 Market Consistent Embedded Value (“MCEV”) figures. 2006 information published by Allianz i. 2006 half-year report released on September 20, 2006; ii. 2006 third-quarter results released on November 3, 2006; iii. preliminary unaudited 2006 full year results released on February 22, 2007; iv. 2006 Market Consistent Embedded Value (“MCEV”) figures. Internal projections for Allianz and AGF.

Number of shares The following valuation is based on 185,287,405 shares of AGF on a diluted basis (applying the treasury method for options) as of February 16, 2007 and 434,159,897 shares of Allianz on a diluted basis.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Selected dates for the trading share prices The selected reference trading share prices (the “Reference Trading Share Prices”) for the valuation criteria of the Offer have been calculated as of January 16, 2007, prior to the examination of the Offer by the Allianz and AGF Boards of Directors. External sources of information Comparable listed companies multiples have been calculated on the basis of the 2007 and 2008 estimates of the Institutional Brokers Estimate System (« IBES »), provided by Datastream. Multiples are calculated on the basis of the trading share prices of February 16, 2007. Transaction multiples are calculated on the basis of the latest available twelve-month figures prior to the respective transactions. 3.2

ASSESSMENT OF THE OFFER ON THE BASIS OF THE VARIOUS SELECTED VALUATION METHODOLOGIES – AGF VALUATION

3.2.1

Trading share price The following table summarises the implied premia of the Offer price on the Reference Trading Share Price of AGF and on volume-weighted average prices of AGF over different time periods. AGF's Share Price (€)

Premium / Discount of Offer Price

Spot - closing price as of January 16, 2007

126.20

0.2%

Weighted average price - 1 month1

122.39

3.3%

Weighted average price - 3 months1

115.60

9.4%

Weighted average price - 6 months1

106.12

19.1%

Period considered

Weighted average price - 1 year1

100.13 Note: 1 Source: Datastream as of January 16, 2007; volume-weighted average prices are calculated on the basis of volume-weighted intra-day share prices

26.3%

Compared to AGF’s weighted average share prices before the examination of the Offer by AGF and Allianz management boards, the Offer price implies premia between 0.2% and 26.3% depending on time periods considered. The Offer is in line with the premium offered in previous French tender offers and especially minority buy-out transactions on a 6-month average basis (median of 20.3%). These premia also compare favourably with the premium of Allianz / RAS tender offer on a 6month average basis (14.3%). These premia have to be analysed taking into account that the AGF Reference Share Prices cannot be considered to be undisturbed share prices, as they have been affected by speculation of a potential Allianz Offer to minority shareholders: 





The AGF share price has outperformed the CAC 40-index by 32.1% and Euro DJ Stoxx Insurance index by 27.5% over the last twelve months prior to the announcement of the Offer; The AGF share price has outperformed the CAC 40-index by 53.4% and Euro DJ Stoxx Insurance index by 37.1% since the announcement of the acquisition by Allianz of the minority shareholders of RAS on September 11, 2005; Further market speculation about a potential minority buy-out resulted in a sharp share price increase of 6.9% between the beginning of the year 2007 and January 16, 2007, in comparison to an increase of 2.5% for the Euro DJ Stoxx Insurance index.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

These market rumours led Allianz to pre-announce the transaction on January 18, 2007. 3.2.2

Comparable listed companies multiples This methodology consists in applying to a company’s financials multiples observed for comparable companies in order to determine the implied valuation of the company. For AGF, multiples have been applied to 2007 and 2008 net income estimates and to 2006 embedded value. The selected sample of comparable companies includes listed European insurance groups with a comparable business profile as AGF: Aviva, AXA, Baloise, Generali, ING, Mapfre, Royal & Sun Alliance, Zurich Financial Services. Although these companies have similar operations compared to AGF, none of them is directly or completely comparable to AGF. This comment applies for each business or company valued with this methodology in this document. This methodology implies a valuation range between 102 euros and 126 euros per share.

3.2.3

Comparable transaction multiples This methodology applies multiples observed in comparable transactions in the insurance sector to a company’s financials. The relevant transactions are insurance transactions during the last three years with a consideration of more than 500 million euros with a multiline insurance company as target. For AGF multiples have been applied to the 2006 recurring net income estimates and 2006 embedded value. The following major insurance transactions in Europe have been reviewed: Winterthur Insurance/AXA, Toro Assicurazioni/Generali, Pohjola Group Plc/OKO Bank, AMB Generali/Generali, RAS/Allianz, and Skandia/Old Mutual. This methodology implies a valuation range between 106 euros and 130 euros per share.

3.2.4

Intrinsic valuation of AGF calculated by financial analysts Given its market capitalisation and its stock liquidity, AGF is widely covered by financial analysts specialised in the insurance sector. Based on twelve different brokers’ price recommendations published between October 2006 and January 16, 2007 (Ixis, JP Morgan, Société Générale, Exane BNP Paribas, UBS, West LB, KBC, Natexis Bleichroeder, Oddo, Morgan Stanley, Deutsche Bank, CA Cheuvreux), intrinsic valuation of AGF, excluding a speculation premium, ranges from 91 euros to 127 euros per share.

3.2.5

Sum-of-the-parts methodology This methodology is based on the individual valuations of the different divisions of AGF using the most relevant valuation methodologies for each business. AGF’s valuation is based on four segments:    

Life Division Non-Life Division: non-life insurance, health insurance, credit insurance (Euler Hermes), assistance (Mondial Assistance) and corporate holding Banking Division Asset management

Each division has been valued separately on the basis of specific methodologies described hereafter. Life Division -

The following methodologies have been applied: (i) comparable listed companies multiples which have been applied to 2007 and 2008 net income estimates as well as 2006 embedded value, (ii) determination of the appraisal value, sum of the embedded value and of the value of the new business. The embedded value is the sum of the adjusted net asset value and of the actuarial value of the in-force portfolio of insurance policies.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

-

The sample of the comparable companies includes European insurance groups mainly active in the life segment: Aegon, Aviva, AXA, CNP Assurances, Generali, ING.

Non-Life Division -

The valuation of the Non-Life Division has been calculated by valuing separately (i) the nonlife insurance activities (incl. Mondial, holding and health business in France) and (ii) the participation of AGF in Euler Hermes.

-

For the non-life insurance activities the following valuation methodologies have been applied: (i) comparable listed companies multiples based on 2007 and 2008 net income estimates and 2006 adjusted net asset value and (ii) dividend discount model.

-

The sample of the comparable companies includes European insurance groups mainly active in the non-life segment: AXA, Mapfre, Royal & Sun Alliance, Zurich Financial Services.

-

For the participation of AGF in Euler Hermes, market valuations have been applied.

Banking Services -

The following methodologies have been applied: (i) comparable listed companies multiples based on 2007 and 2008 net income estimates and 2006 adjusted net asset value and (ii) dividend discount model. The sample of selected comparable companies includes: BNP Paribas, Crédit Agricole, Société Générale.

Asset Management -

The following methodologies have been applied: (i) comparable listed companies multiples based on 2007 and 2008 net income estimates and 2007 EBITDA estimates and (ii) dividend discount model. The sample of selected comparable companies includes: Aberdeen, AMVESCAP, F&C Asset Management, Henderson, New Star Asset Management, Schroders.

Summary The valuation takes into account consolidation adjustments, valued by applying a weighted average multiple of the segments, and excess capital as well as outstanding debt. The sum-of-the-parts analysis based on trading mutliples implies a valuation range between 91 euros and 115 euros per share. The sum-of-the-parts analysis based on dividend discount model implies a valuation range between 101 euros and 119 euros per share. 3.3

CONCLUSIONS ON AGF VALUATION The following table summarises valuations derived from the various methodologies and the implied premium of the Offer price of 126.43 euros: Value per share (in €)

Methodology

Premium / Discount of Offer Price

Spot - closing price as of January 16, 2007

126.20

0.2%

Weighted average price - 1 month1

122.39

3.3%

Weighted average price - 3 months1

115.60

9.4%

Weighted average price - 6 months1

106.12

19.1%

Weighted average price - 1 year1

100.13

26.3%

Min

Max

Min

Max

Comparable listed companies multiples

102

126

0.3%

24.0%

Comparable transaction multiples

106

130

(2.7%)

19.3%

Intrinsic valuation (financial analysts)

91

127

(0.4%)

38.9%

Sum-of-the-parts (trading multiples)

91

115

9.9%

38.9%

Sum-of-the-parts (dividend discount model)

101

119

6.2%

25.2%

Note: 1 Source: Datastream as of January 16, 2007; volume-weighted average prices are calculated on the basis of volume-weighted intra-day share prices

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

The Offer price is at the top of the valuation range and implies premia of up to 38.9% on AGF’s value based on the various valuation methodologies. In addition, these premia are calculated on an Offer price based on Allianz’ share price as of the same date. They do not take into account the intrinsic valuation of Allianz which is on average greater than the reference share price.

3.4

ASSESSMENT OF THE OFFER ON THE BASIS OF THE VARIOUS SELECTED VALUATION METHODOLOGIES – ALLIANZ VALUATION Allianz valuation has also been determined on the basis of the following methodologies: (i) comparable listed companies multiples, (ii) analysis of intrinsic valuations calculated by financial analysts and (iii) sum-of-the-parts valuation, valuing separately the various business divisions / subsidiaries of the Allianz Group.

3.4.1

Reference Trading Share Price The following table summarises the share prices of Allianz over different time periods. Period considered

Allianz's Share Price (€)

Spot - closing price as of January 16, 2007

155.72

Weighted average price - 1 month1

155.72

Weighted average price - 3 months1

149.87

Weighted average price - 6 months1

140.39

Weighted average price - 1 year1

133.56

Note: 1 Source: Datastream as of January 16, 2007; volume-weighted average prices are calculated on the basis of volume-weighted intra-day share prices

3.4.2

Comparable listed companies multiples This methodology consists in applying to a company’s financials multiples observed for comparable companies in order to determine the implied valuation of the company. For Allianz, multiples have been applied to 2007 and 2008 net income estimates and to 2006 embedded value. The selected sample of comparable companies includes listed insurance groups with a comparable business profile as Allianz: AIG, Aviva, AXA, Baloise, Generali, ING, Mapfre, Royal & Sun Alliance, Zurich Financial Services. This methodology implies a valuation range between 163 euros and 204 euros per share.

3.4.3

Intrinsic valuation of Allianz calculated by financial analysts Given its market capitalisation and its stock liquidity, Allianz is widely covered by financial analysts specialised in the insurance sector. Based on twenty seven different brokers’ price recommendations published between October 2006 and January 16, 2007 (Ahorro Corporacion, Bank Vontobel, Bear Stearns, CA Cheuvreux, Credit Suisse, Deutsche Bank, DZ Bank, Exane BNP Paribas, Fox-Pitt Kelton, Goldman Sachs, Grupo Santander, HSBC, Ibersecurities, Ixis Securities, JPMorgan, Jyske Bank, Keefe Bruyette &Woods, Lehman Brothers, Merrill Lynch, Metzler Equities, MM Warburg, Morgan Stanley, Natexis, Oddo, Oppenheim, UBS and West LB), intrinsic valuation of Allianz ranges from 155 euros to 186 euros per share.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

3.4.4

Sum-of-the-parts methodology This methodology is based on the individual valuations of the different divisions of Allianz using the most relevant valuation methodologies for each business. Allianz has four business divisions and one corporate/holding division:     

Life/Health Division: including life insurance and health insurance activities Property-Casualty Division: including all non-life insurance Banking Division: includes mainly the stake in Dresdner Bank Asset Management Division: includes all asset management activies Corporate Division: operating and financing holding activities

Each division has been valued separately on the basis of specific methodologies described hereafter. Life/Health Division -

The following methodologies have been applied: (i) comparable listed companies multiple which have been applied to 2007 and 2008 net income estimates as well as 2006 embedded value, (ii) determination of the appraisal value, sum of the embedded value and of the value of the new business.

-

The sample of the comparable companies includes European insurance groups mainly active in the life segment: Aegon, Aviva, AXA, Generali, ING, Metlife, Prudential Financial.

Property-Casualty Division -

For the non-life insurance activities, the following methodologies have been applied: (i) comparable listed companies multiples based on 2007 and 2008 net income estimates and 2006 adjusted net asset value and (ii) dividend discount model.

-

The sample of the comparable companies includes insurance groups mainly active in the nonlife segment: AIG, AXA, Mapfre, Royal & Sun Alliance, Zurich Financial Services.

Banking Division -

For banking activities, the following methodologies have been applied: (i) comparable listed companies multiples based on 2007 and 2008 net income estimates and 2006 adjusted net asset value and (ii) dividend discount model. The sample of selected comparable companies includes: Commerzbank and Deutsche Bank.

Asset Management Division -

For asset management activities, the following methodologies have been applied: (i) comparable listed companies multiples based on 2007 and 2008 net income estimates and 2006 EBITDA estimates (ii) dividend discount model. The sample of selected comparable companies includes: Alliance Bernstein, AMVESCAP, BlackRock, Franklin Resources, Legg Mason, Schroders, T.Rowe Price.

Summary -

The valuation takes into account holding company earnings and expenses, valued by applying a weighted average multiple of the segments and excess capital as well as outstanding debt.

The sum-of-the-parts analysis implies a valuation range between 169 euros and 215 euros per share. 3.5

CONCLUSIONS ON ALLIANZ VALUATION The following table summarises valuations derived from the various methodologies and the implied premium of the Offer equivalent value on AGF’s 6-months average share price:

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

Allianz Value per Share (€)

Implied Premium / Discount on Allianz Reference Share Price (155.72€)

Offer Equivalent value2

Premium / Discount of Offer Equivalent value on AGF's 6-month average Share Price

Reference Trading Share Price1

155.72

0.0%

126.43

19.1%

Weighed average price- 1 month1

155.72

0.0%

126.43

19.1%

1

149.87

(3.8%)

124.97

17.8%

Weighed average price - 6 month

1

140.39

(9.8%)

122.60

15.5%

Weighed average price - 1 year1

133.56

(14.2%)

120.89

13.9%

Methodology

Weighed average price - 3 month

Comparable listed companies multiples

Min

Max

Min

Max

Min

Max

Min

Max

163

204

4.7%

31.0%

128.25

138.50

20.9%

30.5%

Intrinsic valuation (financial analysts)

155

186

(0.5%)

19.4%

126.25

134.00

19.0%

26.3%

Sum-of-the-parts

169

215

8.5%

38.1%

129.75

141.25

22.3%

33.1%

Note: 1 Note: 2

Source: Datastream as of January 16, 2007; volume-weighted average prices are calculated on the basis of volume-weighted intra-day share prices Offer equivalent value = 87.5 euros + 0.25 Allianz value per share

Based on an intrinsic valuation of Allianz, the Offer Price would be in the range between 126.25 euros and 141.25 euros implying premia between 19.0% and 33.1% on AGF’s 6-month average share price.

- 32 -

The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

4

OPINION OF THE ALLIANZ SUPERVISORY BOARD

The supervisory board of Allianz SE, through its standing committee (Ständiger Ausschuss) to which this decision is delegated pursuant its internal rules of procedure, has approved the Offer and the terms thereof during a meeting held on February 21, 2007 in order to analyze and, as the case may be, approve the terms of the Offer. The standing committee, chaired by Dr. Schulte-Noelle, unanimously approved the terms of the Offer, all members of the standing committee having taken part to the vote.

- 33 -

The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

5

PERSONS RESPONSIBLE FOR THE OFFER DOCUMENT

5.1

For the presentation of the Offer “In accordance with article 231-18 of the AMF General Regulations, Goldman Sachs International, Rothschild & Cie Banque and Calyon, the institutions presenting the Offer, declare that to their knowledge, the presentation of the Offer they have examined on the basis of information provided by the Co-Offerors, and the criteria for determining the proposed price and exchange ratio, are in accordance with the facts and nothing has been omitted which could affect the import thereof.” Goldman Sachs International

5.2

Rothschild & Cie Banque

Calyon

For Allianz “To our knowledge, the information contained in this offer document is in accordance with the facts and nothing has been omitted which could affect the import thereof.” Michael Diekmann, Chairman of the management board

5.3

Dr Paul Achleitner, Member of the management board

For Allianz Holding France “To our knowledge, the information contained in this offer document is in accordance with the facts and nothing has been omitted which could affect the import thereof.”

Neil Allen, President

Alain Cornu-Thénard, Executive Director

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007.

ANNEX: COMPARISON OF THE RIGHTS AND OBLIGATIONS ATTACHING TO THE AGF AND ALLIANZ SHARES Issued share capital/Restrictions regarding Transfer of Shares AGF

Allianz

AGF’s share capital currently amounts to

Prior to the Offer, Allianz’ share capital amounts to 1,106,304,000 euros, divided into 432,150,000 registered shares with no par value.

876,271,334.86 euros, divided into 191,598,772 shares.

Pursuant to article 2.2 of the articles of association of Allianz, shares in Allianz can only be transferred with the approval of Allianz, which will withhold its consent to a duly applied request only if it deems it necessary in its interest on exceptional grounds.

AGF’s bylaws contain no provisions restricting the transfer of AGF shares.

Dividends/Distributions Allianz

AGF Under French law, the board of directors is entitled to propose a distribution of dividends at the general meeting of shareholders. The shareholders who hold the majority of the voting rights present or represented at the general meeting must then approve the distribution.

Allianz may pay dividends immediately following the resolution by the general meeting of shareholders on the distribution of profits. Under German law, Allianz may declare and pay dividends only from unappropriated retained earnings (Bilanzgewinn) as shown in the German statutory annual financial statements of Allianz. In determining the distributable balance sheet profits, the Allianz management board and the Allianz supervisory board may allocate to other appropriated retained earnings (andere Gewinnrücklagen), either in whole or in part, up to one half of the annual surplus (Jahresüberschuss) that remains after allocation to statutory reserves and losses carried forward. Pursuant to Allianz articles of association, more than one-half of the annual surplus may be allocated to other appropriated retained earnings as long as the other appropriated retained earnings do not exceed onehalf of Allianz' share capital. The shareholders’ meeting of Allianz may in the resolution about the appropriation of the balance sheet profits (Bilanzgewinn) allocate additional amounts to other appropriated retained earnings or carry amounts forward to new account.

The distributable profit consists of the profit for the period, less the losses brought forward, plus the sums carried forward pursuant to the law, plus the profit brought forward. Unless a capital reduction is taking place, no distribution can be made to the shareholders when the share capital is, or would thereby become, lower than the amount of the capital plus the reserves which the law requires in order for distribution to take place. The terms and conditions for paying the dividends are fixed by the shareholders at the general meeting. When a balance sheet established during or at the end of the financial year and certified by an auditor shows that the company, since the end of the previous financial year, after allowing for the necessary depreciation and reserves, having deducted, if applicable, the previous losses and the sums to be entered in reserve pursuant to the law or articles of association and taking into account the profits carried forward, has made a profit, interim dividends may be distributed before the approval of the accounts for the financial year.

Dividends approved at a general meeting are payable on the first stock exchange trading day after that meeting, unless otherwise decided at the general meeting.

The amount of these interim dividends may not exceed the amount of the distributable profit as defined in the previous paragraph.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. Preferential subscription right Allianz

AGF

Under the German Stock Corporation Act (Aktiengesetz), every shareholder generally has preferential subscription rights with respect to an issuance of new shares, including securities convertible into shares, securities with warrants to purchase shares, profitsharing certificates (Genussscheine) and securities with a profit participation (Gewinnschuldverschreibungen). Preferential subscription rights regarding a specific capital increase can, upon request of the company, be traded on the German stock exchanges for a limited number of days prior to the final date for the exercise of the rights. The preferential subscription rights can be excluded by a resolution of the general meeting passed, in addition to other requirements of the law or the articles of association, with a majority of at least three quarters of the share capital represented in the vote if Allianz's interest in the exclusion outweighs the shareholders' interest in exercising their preferential subscription rights. This is in general assumed for capital increases against contribution in kind or if the shares are sold at a price not substantially lower than the current quoted share price and the aggregate number of the shares issued under exclusion of preferential subscription rights does not exceed 10% of the share capital.

Under the French Commercial Code, current shareholders have preferential rights to purchase the equity securities issued by the corporation for cash on a pro rata basis. Preferential subscription rights are transferable during the subscription period. The shareholders may waive their own preferential subscription rights. A general meeting which decides or authorises a capital increase may waive the preferential subscription right for the total capital increase or one or more tranches thereof. It takes this decision on the basis of a report from the board of directors. When it decides to proceed with a capital increase, it also takes account of an auditor's report. The meeting may require that the capital increase it decides on or authorises have a subscription priority period in favour of the shareholders.

Shareholders’ meetings, voting and quorum Allianz

AGF The general meetings of shareholders is qualified as extraordinary when the decisions deliberated upon during such refer to a modification of the company’s articles of association, and as ordinary in all the other cases. The ordinary general meeting of shareholders called to approve the annual financial statements of a given financial year must be convened at least once per year within six months from the end of each financial year.

The ordinary general meeting of Allianz must be held within the first six months after the end of each financial year, either at the company’s registered office or in another German city with more than 100,000 residents. Each share entitles its holder to one vote at Allianz' general meeting of shareholders. Shareholders may pass resolutions at a general meeting by a majority of the valid votes cast, unless a higher vote is required by law or by the Allianz articles of association. Neither the German Stock Corporation Act nor the Allianz articles of association provide for minimum quorum requirements for shareholders meetings.

The general meetings of shareholders are called by the board of directors or any person designated by the law and pursuant to such. The shareholders meetings are convened at the registered office or at any other site as specified in the convocation. They must be preceded by the publication of a notice (avis) in the French journal of legal notices (Bulletin des Annonces Légales Obligatoires) at least thirty days prior to the date of the meeting.

General meetings of the shareholders of Allianz are called by the Allianz management board, and, if necessary, by the Allianz supervisory board. Shareholders holding in the aggregate at least 5% of Allianz' issued share capital may require that a general meeting be called. Under the articles of association, the right to participate in and to vote at a general meeting is only given to those shareholders who have timely notified attendance with Allianz for the general meeting and if their respective shares are registered in the share register. Allianz must publish notice of shareholders meetings in the electronic Federal Gazette (elektronischer Bundesanzeiger) at least thirty days prior to the date by which shareholders have to notify attendance for the general meeting. In addition, Allianz must publish a

Calling notices must be made by notice appearing in a publication which customarily publishes legal advertisements within the state (département) of the registered office and, moreover, in the Bulletin des Annonces Légales Obligatoires, in accordance with the law. The time period between the publication of the notice and the date of the meeting shall be at least fifteen days on first notice. This timeframe may be reduced to six days for the

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. general meetings convened on second notice and for adjourned meetings.

notice in a national authorized stock exchange journal, this requirement, however, being only valid until December 31, 2008.

The calling notices shall be constituted in accordance with the law. The shareholders, holders of registered securities, for at least one month prior to the date of convocation, shall be convened via letter.

Approval of certain extraordinary transactions/Amendment of the articles of association AGF

Allianz

Any amendment of the articles of association requires the approval by at least two-thirds of the casting votes held by the shareholders present or represented at the extraordinary general meeting.

Unless this conflicts with mandatory legal provisions, under the articles of association of Allianz SE an amendment to the articles of association requires the approval of the general meeting with a majority of two thirds of the votes cast or, as the case may be, if at least one half of the share capital is represented, the simple majority of the votes cast.

Resolutions proposed by shareholders Allianz

AGF

Shareholders holding in the aggregate at least 5% of the share capital or 500,000 euros of the share capital may request that an item is set on the next general meeting’s agenda.

Pursuant to the French Commercial Code, one or more shareholders representing at least 5% of the share capital, or a shareholders' association which meets certain conditions, are entitled to request the inclusion of draft resolutions on the agenda of the general meeting.

Shareholders may nominate individuals as shareholders’ representatives for election to the Allianz supervisory board, other than those recommended by the existing Allianz supervisory board.

The shareholders may propose candidates for the election to the board of directors at the general meeting of shareholders provided that the election of the members of the board of directors is included on the agenda of the general meeting of shareholders.

Governance Allianz

AGF AGF’s articles of association provide that the company is managed by a board of directors, which must be composed of:   

a number of directors comprised between nine and fifteen appointed by the general meeting of shareholders; two directors elected by the personnel of AGF and its French subsidiaries; one director representing the employees who hold shares of the company.

Directors are appointed for a term of four years and may be re-elected. The board of directors elects its chairman among its members. The chairman may be re-

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Allianz articles of association provide for a two tier system with a management board (Vorstand) and a supervisory board (Aufsichtsrat). The management board manages the company. The supervisory board supervises and monitors the management board. The management board must consist of at least two persons; a higher number of members may determined by the supervisory board. Allianz management board has 11 members. The members of the management board shall be appointed by the supervisory board for a maximum term under the articles of association of five years which term is renewable. Decisions are adopted at a simple majority of the members participating in adopting the resolution, unless mandatory statutory provisions require otherwise. The chairman of the management board may veto a decision and has a casting

The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. elected.

vote in case of a vote tie.

The board of directors may validly deliberate only if at least half of its members are present. The decisions are taken on a majority vote of the members present or represented.

The supervisory board consists of twelve members appointed by the general meeting. Among them, six are appointed upon proposal of the employees. The supervisory board elects its chairman as well as two deputy chairmen among its members. The supervisory board constitutes a quorum if all members are properly invited or requested to adopt a resolution and either at least six members, among them the chairman, or at least nine members participate in the resolution. Resolutions are taken with the majority of the members participating in the vote. The chairman of the supervisory board has a deciding vote in the event of a tie.

AGF’s articles of association provide that the general management is assumed, under their responsibility, by either the chairman of the board of directors or by another natural person appointed among the members of the board of directors or from outside, who bears the title of general manager.

Liability of directors AGF

Allianz

The directors and managing director shall be individually or jointly and severally, as applicable, liable to the company or third parties, either for infringements of the laws or regulations applicable to public limited companies, or for breaches of the articles of association, or for tortious or negligent acts of management.

Members of the management board and of the supervisory board who violate their duties may personally be held liable for damages, either individually or jointly, as applicable, to the company. There is no breach if the member was with respect to a business judgement reasonably entitled to assume that it was acting on the basis of appropriate information for the benefit of the company.

Directors can incur criminal liability for violating certain provisions of the French Commercial Code and other laws and regulations, including labour and capital market laws and regulations, as well as regulations applicable to the business of the company.

The company may only waive these damages or settle these claims if at least three years have passed from the date of their origination, and if the general meeting approves the waiver or settlement with a simple majority. No approval of a waiver or settlement by the general meeting will be effective if opposing shareholders who hold, in the aggregate, one-tenth or more of the share capital of Allianz SE have their opposition formally noted in the minutes recorded by a German notary. As a general rule under German law, a shareholder has no direct recourse against the members of the management board or the supervisory board in the event that they are believed to have breached a duty to Allianz SE.

The French Commercial Code prohibits a company from providing for any limitation to directors’ liability in its articles of association.

The members of the management board can incur criminal liability, inter alia, for violating certain provisions of the German Commercial Code (Handelsgesetzbuch) and the German Stock Corporation Act. Disclosure of important shareholding Allianz

AGF

Under the German Securities Trading Act (Wertpapierhandelsgesetz), any person whose direct or indirect voting interest reaches, exceeds or, after reaching, falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in Allianz must, without undue delay and at the latest within four trading days, notify Allianz and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) that such person has reached, exceeded or fallen below one of these thresholds, and the extent of such person's voting rights.

Under the French Commercial Code, any natural person or legal entity, acting alone or jointly, who comes to hold a number of shares representing more than 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66%, 90% or 95% of AGF’s outstanding share capital or voting rights, or whose holdings subsequently fall below any of these thresholds, shall notify both AGF and the AMF of the total number of shares or voting rights it holds, within five trading day from the date when the relevant threshold was crossed.

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The following translation of the draft offer document is provided to you for information purposes only and is not entitled to substitute the original French language document entitled “Projet de note d’information des sociétés Allianz SE et Allianz Holding France SAS” filed with the AMF on February 22, 2007. Failure to notify Allianz or the Federal Supervisory Authority will, for so long as such failure continues, disqualify the shareholder from exercising the rights attached to his shares, including voting rights and, if the shareholder is acting intentionally, the right to receive dividends.

If they have not been properly declared, shares in excess of the fraction which should have been declared are stripped of the voting right for any general meeting of shareholders held within two years from the date of effective notification. Furthermore, AGF’s articles of association provide that any individual or legal entity which at any time comes to hold a number of shares representing 1% of the total number of shares of the company, or comes to cross any additional 1% threshold, or whose holding falls below these thresholds, must, within five trading days from the date when it crossed a threshold, notify AGF of the total number of shares that it owns.

The acquisition of 10% or more of the share capital or the voting rights of Allianz may be prohibited by the German Federal Financial Supervisory Authority.

Inspection of books and records AGF

Allianz

Under the French Commercial Code, shareholders may examine certain corporate books and records of the company.

Apart from the share register, the German Stock Corporation Act does not generally permit shareholders to inspect corporate books and records. As a practical matter, shareholders may also receive written information about Allianz through its public filings with the commercial register (Handelsregister) and the electronical Federal Gazette and other sources of publication by Allianz.

Takeover provisions Allianz

AGF The general regulation of the AMF provides that, where a natural or legal person, acting alone or jointly (within the meaning of the French Commercial Code), comes to hold more than onethird of a company's equity securities or voting rights, such person is required, on its own initiative, to inform the AMF immediately thereof and to file a draft offer for all the company's equity securities, as well as any securities giving access to its capital or voting rights, on terms that can be declared compliant by the AMF. The same provisions apply to natural or legal persons, acting alone or jointly, who hold directly or indirectly between one-third and one-half of the total number of equity securities or voting rights of a company and who, within a period of less than twelve consecutive months, increase such holdings by 2 % or more of the company's total equity securities or voting rights.

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Under applicable German takeover law, when an individual or legal entity, acting alone or in concert, acquires or is attributed, directly or indirectly, 30% or more of the voting rights of a listed company having their corporate seat in Germany, or in certain cases, in certain other member states of the European Economic Area, such person or legal entity is required to publish this fact without undue delay, at the latest within seven calendar days, and to make a mandatory tender offer for all the capital stock of the company and for all other securities convertible into, or exchangeable or otherwise exercisable for, the capital stock or voting rights of the company. The minimum price pursuant to German Takeover Act (Wertpapiererwerbs - und Übernahmegesetz) in such mandatory tender offer is, in principle, the three months’ average volume weighted share price in the three months preceding the publication referred to above.

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