Allianz to Buy Out Minority Interests

February 8, 2002

Germany’s Allianz AG announced that it plans to acquire the minority interests of shareholders in its subsidiaries Dresdner Bank, Hermes and Vereinte Versicherung in a so-called “squeeze-out”.

Paul Achleitner, a member of Allianz Board, who has been instrumental in rearranging the company’s cross shareholdings, and enhancing its concentration on its core businesses, explained the reasons for the decisions and the mechanics to be employed on

“Listing the companies is associated with high costs for quotation, publication requirements, organization of the annual general meeting and other matters. The limited market for the shares and the associated low level of liquidity for the securities also restricts the shareholders’ scope for maneuver. In the final analysis, it increases risk because of difficulties in setting the price for stocks of this nature,” Achleitner stated.

He explained that by excluding minority shareholders Allianz was “making use of the possibilities enshrined in the new Takeover Act and incorporated in the Stock Corporation Act on January 1, 2002. A majority shareholder with a stake exceeding 95 percent of the shares in a company can buy out the minority shareholders.”

The three subsidiary companies involved all fall within that category.”The free float in Vereinte and Hermes is in each case less than one percent,” Achleitner indicated. “Following completion of forward buying contracts already concluded, the free float remaining in Dresdner Bank will only be around 2.8 percent,” he added.

The price the minority receive will be determined by independent auditors, who have been charged with establishing a valuation for the three companies.

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