EXHIBIT 1.1
ARTICLES OF ASSOCIATION OF
ALLIANZ AKTIENGESELLSCHAFT
VERSION DATED OCTOBER 2001
Pursuant to Rule 306 of Regulation S-T, we hereby confirm that this
document is a fair and accurate English translation of the Articles of
Association (Satzung) of Allianz Aktiengesellschaft, as amended to the date
hereof.
By: /s/ Bernd Honsel
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Bernd Honsel
Prokurist and Chief Counsel
By: /s/ Uta Gutknecht
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Dr. Uta Gutknecht
Prokuristin
1 GENERAL PROVISIONS
ARTICLE 1
1 The Company's name is Allianz Aktiengesellschaft with registered offices in
Munich.
2 The Company heads an insurance group which is active in all classes of
private insurance in the Company's home country and abroad. In addition, it
holds participations in domestic and foreign insurance companies, industrial
companies, investment companies and other enterprises.
The Company is active in the investment sector as well as in the agency and
service-rendering business.
As a reinsurer, the Company primarily assumes insurance business from its
Group companies and from other companies in which the Company holds direct or
indirect participations.
3 The Company is authorised to transact any business and to take any measures
which seem appropriate to serve the Company's object. It may form and acquire
companies and acquire interests in companies as well as manage companies, or it
may confine itself to managing its interests. Within the framework of its
object, the Company is authorised to raise loans and to issue bonds.
4 Public announcements shall be published in the ,,Bundesanzeiger" (German
Federal Gazette).
5 The financial year shall correspond to the calendar year.
ARTICLE 2
1 The capital stock amounts to E 682,055,680. It is sub-divided into
266,428,000 no-par shares. Each no-par share shall be entitled to one vote. The
shares issued in 2001 are entitled to dividend as from the beginning of the
respective year.
2 The shares are registered and can only be transferred with the approval of
the Company. Approval duly applied for will only be withheld if the Company
deems this to be necessary in the interest of the Company on exceptional
grounds; such grounds shall be made known to the applicant.
3 The Board of Management shall be authorised to increase the capital stock of
the Company on one or more occasions until 10 July 2006 by up to E 300,000,000
in the aggregate, upon the approval of the Supervisory Board, by issuing new
registered no-par shares against contributions in cash or in kind (Authorised
Capital 2001/I). The Board of Management shall be authorised, upon the approval
of the Supervisory Board, to exclude shareholders' subscription rights when
shares are issued against contributions in kind. Whenever shares are issued
against contributions in cash, the shareholders shall be granted subscription
rights. However, the Board of Management shall be authorised, upon the approval
of the Supervisory Board, to exclude fractional amounts from the shareholders'
subscription rights. The Board of Management shall be further authorised, upon
the approval of the Supervisory Board, to exclude shareholders' subscription
rights in the case of a capital increase against contributions in cash when the
issue price is not substantially lower than the market price. This
authorisation, however, shall apply only to the extent that the number of shares
issued without subscription rights -- in a manner consistent with the fourth
sentence of Sec. 186 (3) of the German Stock Corporation Act -- does not exceed
a total of 10% of the existing capital stock neither at the time when this
authorisation becomes effective nor when it is exercised. This 10% limitation
shall be inclusive of the sale of treasury shares, to the extent that this sale
is made pursuant to an authorisation that excludes subscription rights in a
manner consistent with the fourth sentence of Sec. 186 (3) of the German Stock
Corporation Act and that is either applicable at the time when this
authorisation becomes effective or that is replaced by a subsequent
authorisation. Furthermore, this 10% limitation shall be inclusive of the number
of shares necessary to meet obligations arising from bonds carrying conversion
and/or other option rights, to the extent that these bonds have been issued
pursuant to an authorisation that excludes subscription rights in a manner
consistent with the fourth sentence of Sec. 186 (3) of the German Stock
Corporation Act and that is either applicable at the time when this
authorisation becomes effective or that is replaced by a subsequent
authorisation.
The Board of Management shall be authorised to determine additional rights
of the shares as well as additional conditions of their issuance, upon the
approval of the Supervisory Board.
4 The Board of Management shall be authorised to increase the capital stock of
the Company on one or more occasions until 10 July 2006 by up to E 8,193,507.84
in the aggregate, upon the approval of the Supervisory Board, by issuing new
registered no-par shares against contributions in cash (Authorised Capital
2001/II). The Board of Management shall be authorised, upon the approval of the
Supervisory Board, to exclude shareholders' subscription rights in order to
issue shares to the employees of Allianz AG and its group companies. The Board
of Management shall be further authorised to exclude, upon the approval of the
Supervisory Board, fractional amounts from the shareholders' subscription
rights.
The Board of Management shall be authorised to determine additional rights
of the shares as well as additional conditions of their issuance, upon the
approval of the Supervisory Board.
5 The Board of Management is authorised up to 7 July 2003, to increase the
capital stock by up to E 2,556,459.41 by issuing registered shares. The Board of
Management is entitled to exclude the subscription rights of the shareholders in
order to grant bearers of conversion privileges or option rights issued by
Allianz AG or its group member companies a right to subscribe to that number of
new shares in future cash capital increases to which they would be entitled on
exercising their option right or conversion privilege (Authorised Capital 1998).
6 The capital stock is conditionally increased by up to E 50,000,000 divided
up into up to 19,531,250 no-par shares (Conditional Capital 2001). The
conditional capital increase will be carried out only to the extent that the
holders of convertible bonds or bonds with warrants -- issued by Allianz AG or
companies in which it holds a direct or indirect controlling interest against
payment in cash pursuant to an authorisation approved by the General Meeting on
11 July 2001 for the period up to 10 July 2006 -- exercise their conversion
and/or option rights, or to the extent that the holders of mandatory convertible
bonds -- issued by Allianz AG or companies in which it holds a direct or
indirect controlling interest against payment in cash pursuant to an
authorisation approved by the General Meeting on 11 July 2001 for the period up
to 10 July 2006 -- fulfil their conversion obligation, and in so far as no
treasury shares are delivered to the holders of bonds.
The new shares are entitled to receive dividend payments from the start of
the fiscal year in which they are issued due to the exercise of conversion
and/or option rights or the fulfilment of the mandatory conversion.
7 If the capital stock is increased, the entitlement to a dividend of new
shares can be determined contrary to Sec. 60 (2) of the German Stock Corporation
Act.
ARTICLE 3
1 The shareholders shall not have the right to receive share certificates
unless it is necessary pursuant to the rules applicable to a stock exchange
where the shares are listed.
2 Profit participation certificates and renewal certificates will be issued to
the bearer.
2 THE BOARD OF MANAGEMENT
ARTICLE 4
1 The Board of Management shall consist of at least two persons. Otherwise the
number of the members of the Board of Management shall be determined by the
Supervisory Board.
2 Two members of the Board of Management or one member of the Board of
Management jointly with an executive vested with general power of attorney under
German Law (Prokura) shall be entitled to represent the Company.
3 The Board of Management's disposition of the shares which the Company holds
in Allianz Versicherungs-AG, Munich, and the granting of subscription rights for
the latter's shares are subject to approval of the General Meeting of Allianz
AG. This does not apply if the acquirer is a member company of the Group.
3 THE SUPERVISORY BOARD
ARTICLE 5
The Supervisory Board shall consist of twenty members, of whom ten shall be
elected by the shareholders and ten by the employees.
ARTICLE 6
1 The regular term of office for members of the Supervisory Board is five
years. The term of office shall expire at the close of the General Meeting which
resolves on the ratification of actions in respect of the fourth financial year
after the beginning of the term of office, not counting the financial year in
which the term of office begins.
2 The members and substitute members of the Supervisory Board may resign from
office at anytime by submitting written declaration to the Board of Management
of the Company.
3 In the event of a member withdrawing from the Supervisory Board before the
end of the term of office without a substitute member taking his place, a
successor shall be elected only for the remaining term of office of the
withdrawing member.
ARTICLE 7
1 The Supervisory Board shall elect one of its members as Chairman and one or
more Deputy Chairmen for a period corresponding to their term of office on the
Supervisory Board.
2 The Chairman of the Supervisory Board having been elected, the Supervisory
Board shall constitute a quorum if all members have been invited or requested to
cast a vote and if either ten members, including the Chairman, or else fifteen
members participate in the voting.
ARTICLE 8
The Supervisory Board may alter the wording of the Articles of Association.
ARTICLE 9
Each member of the Supervisory Board will receive, in addition to the
reimbursement of his out-of-pocket expenses, an annual remuneration of E 4,000,
which will increase by E 500 for every cent which the dividend per share exceeds
the amount of 15 cents. The Chairman of the Supervisory Board will receive
double, every Deputy Chairman one-and-a-half times, these amounts. Members of
the Supervisory Board will be reimbursed for the VAT payable on these salaries.
4 THE GENERAL MEETING
ARTICLE 10
1 The Regular General Meeting shall be held within the first fourteen months
following the end of the financial year.
2 Notice of participation at each General Meeting must be submitted to the
Board of Management no later than on the last day of the statutory notification
period unless the Board of Management determines a later deadline for
notification. The deadline shall be published together with the notice convening
the General Meeting in the company's designated journals.
3 Shareholders shall be entitled to participate and to vote in the General
Meeting if they have provided notice of their participation in due time and if
their respective shares are registered in the share register; they may be
represented by a proxy.
4 A proxy may be granted in writing or through electronic means to be
stipulated by the company when a proxy holder chosen by the company is given the
voting rights by the proxy giver. Details of the granting of such proxies will
be announced in the company's designated journals along with the notice of the
General Meeting.
5 The persons entitled to participate shall be provided with admission cards
and ballot papers.
ARTICLE 11
1 The General Meeting shall be presided over by the Chairman of the
Supervisory Board or, if he is unable to attend, by another member of the
Supervisory Board to be appointed by the Supervisory Board.
2 The voting procedure shall be determined by the person presiding over the
meeting. This person may determine an alternative sequence of discussion of
items.
3 Resolutions of the General Meeting shall be passed by a simple majority of
the votes cast, provided there is no compulsory legal provision to another
effect. This shall apply also to resolutions on the admission of non-group
shareholders to Allianz Versicherungs-AG under Article 4, Section 3 of the
Articles of Association. As far as the law requires a capital majority in
addition to a majority of votes, a simple majority of the capital stock
represented at the time the resolution is passed shall be sufficient, to the
extent that this is legally admissible.
5 ANNUAL ACCOUNTS
ARTICLE 12
The Board of Management shall draw up the Annual Balance Sheet, the Profit
and Loss Account and Notes (Annual Accounts) and the Annual Report, and submit
these to the Auditor within the time prescribed by law.
ARTICLE 13
In adopting the Annual Accounts, the Board of Management and the
Supervisory Board may transfer more than one half of the annual net profit to
revenue reserves, until one half of the capital stock is attained.
ARTICLE 14
To the extent the Company has issued participation rights and such rights
entitle the bearer to a claim in a share of the retained earnings of the
Company, a claim by the shareholders to such share of the retained earnings
shall be excluded.
Only the German Version of this document is legally binding on Allianz AG
and its directors, managers and employees.