Ad-hoc | 26 January 2005 08:12

Allianz AG

Ad hoc announcement §15 WpHG Sonstiges Allianz AG Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Not for distribution in the US, Canada, Australia or Japan Allianz takes advantage of attractive capital market conditions to launch an innovative financing transaction In an “All-in-one” package, Allianz is launching three capital market transactions totalling approximately EUR 4 billion. Allianz is thereby taking advantage of currently attractive conditions in the capital markets. As a result of these transactions, Allianz both reduces its exposure to equities as well as overall group leverage. In addition, Dresdner Bank will further reduce its non-strategic asset portfolio. The transaction will further strengthen Allianz’s capital position on a group basis. Reduction of equity gearing: In order to further reduce its exposure to equities, Allianz is issuing a three-year index linked note of up to EUR 1.2 billion today. The redemption value of this security, BITES [Basket Index Tracking Equity-linked Securities], is linked to the performance of the DAX. Allianz can choose to redeem the notes in shares of BMW, Munich Re or Siemens. As a result of this transaction, Allianz will further reduce its equity gearing. De-leveraging of group: Allianz will refinance part of this year’s EUR 2.7 billion maturing bonds through the issuance of a subordinated bond in the amount of approximately EUR 1 billion. The bond will be in perpetual form with Allianz having the right to call the bond after 12 years. The exact amount, coupon as well as yield will be determined at the end of the book-building period. Attached to the bond will be 11.2 million warrants on Allianz shares with a maturity of three years. Following the issuance of this bond, the warrants will be detached and placed in firm hands, thereby avoiding any material impact on the Allianz share price. The bond ex-warrants will be placed with institutional investors. Reduction of non strategic assets by Dresdner Bank: Dresdner Bank will accomplish a further step in its strategy of reducing its non strategic equity holdings. Dresdner Bank will sell 17.2 million Allianz shares, with a current market value of approximately EUR 1.5 billion. The investment bank in charge will place these shares in the market in the form of a Mandatory Exchangeable. In addition, Dresdner Bank will transfer to Allianz its stake of 7.3% in Munich Re, equivalent to approximately EUR 1.5 billion, via an intra-group transaction. These assessments are, as always, subject to the disclaimer provided below. Allianz AG Königinstr. 28 80802 München Deutschland ISIN: DE0008404005 WKN: 840400 Listed: Amtlicher Markt in Berlin-Bremen, Düsseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, München und Stuttgart; EUREX; Swiss Exchange; London; Paris; NYSE End of ad hoc announcement (c)DGAP 26.01.2005 Issuer’s information/explanatory remarks concerning this ad hoc announcement: THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE OFFER AND SALE OF SECURITIES REFERRED TO IN THIS PRESS RELEASE HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WOULD HAVE TO BE MADE BY MEANS OF A PROSPECTUS THAT WOULD CONTAIN DETAILED INFORMATION ABOUT THE ISSUER OF THE SECURITIES AND ITS MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. Any persons reading this announcement should inform themselves of and observe any such restrictions. STABILISATION/FSA Cautionary Note Regarding Forward-Looking Statements Certain of the statements contained herein may be statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. In addition to statements which are forward-looking by reason of context, the words ‘may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential, or continue’ and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation, (i) general economic conditions, including in particular economic conditions in the Allianz Group’s core business and core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) the extent of credit defaults (vii) interest rate levels, (viii) currency exchange rates including the Euro-U.S. dollar exchange rate, (ix) changing levels of competition, (x) changes in laws and regulations, including monetary convergence and the European Monetary Union, (xi) changes in the policies of central banks and/or foreign governments, (xii) the impact of acquisitions, including related integration issues, (xiii) reorganization measures and (xiv) general competitive factors, in each case on a local, regional, national and/or global basis. Many of these factors may be more likely to occur, or more pronounced, as a result of terrorist activities and their consequences. The matters discussed herein may also involve risks and uncertainties described from time to time in Allianz AG’s filings with the U.S. Securities and Exchange Commission. The company assumes no obligation to update any forward-looking statement. No duty to update The company assumes no obligation to update any information contained herein. End of message (c)DGAP 260812 Jän 05