Allianz SE: PRESS RELEASE RELATING TO THE FILING OF THE DRAFT SIMPLIFIED TENDER OFFER FOLLOWED BY A SQUEEZE-OUT FOR THE SHARES OF THE COMPANY EULER HERMES

 Not for distribution in the United States, Canada, Japan, Australia, South Africa or Italia.
This press release does not constitute an offer to purchase any securities. The offer described hereinafter may only be opened after the clearance of the French financial markets authority (Autorité des marchés financiers)
 

PRESS RELEASE DATED MARCH 21, 2018

RELATING TO THE FILING OFTHE DRAFT SIMPLIFIED TENDER OFFER FOLLOWED BY A SQUEEZE-OUT

FOR THE SHARES OF THE COMPANY

Euler Hermes

INITIATED BY

Allianz

PRESENTED BY

Rothschild Martin Maurel

PRESENTING BANK

AND

Societe Generale

PRESENTING AND GUARANTEEING BANK

The draft offer document is available on the websites of the AMF (www.amf-france.org) and Allianz SE (www.allianz.com) and may be obtained free of charge from:

The information relating to, in particular, the legal, financial and accounting characteristics of Allianz will be made available to the public, pursuant to Article 231-28 of the AMF general regulations, no later than the day before the opening of the simplified tender offer.

1.                  Presentation of the offer

Pursuant to Title III of Book II and more specifically Articles 233-1 et seq. of the AMF general regulations, including its Article 233-1, 1°, Allianz SE, a European company organized under the laws of the European Union and Germany, having its registered office at Koeniginstrasse 28, 80802 Munich, Germany, registered with the Commercial Register of the local court of Munichunder number HRB 164232 ("Allianz" or the "Offeror"), makes an irrevocable offer to the shareholders of Euler Hermes Group, a société anonyme à directoire et conseil de surveillance organized under the laws of France with a share capital of 13,645,323.20 Euros, having its registered office at 1 place des Saisons, 92048 Paris-La-Défense Cedex, France, registered with the NanterreTrade and Companies Register under number 552 040 594 ("Euler Hermes" or the "Company") and whose shares are admitted to trading on Compartment Aof the regulated market of Euronext in Paris ("Euronext Paris") under ISIN code FR0004254035, mnemonic "ELE", to acquire all of their shares of Euler Hermes, at the price of 122 Euros per share, under the conditions described hereafter (the "Offer").

The Offer, which will be immediately followed by a squeeze-out ("retrait obligatoire") procedure (the "Squeeze-Out"), pursuant to Articles L. 433-4 III of the French Monetary and Financial Code and 237-14 et seq. of the AMF general regulations, will be made under the simplified procedure in accordance with Article 233-1 et seq. of the AMF general regulations, including its Article 233-1, 1°. The Offer will be open for a period of ten (10) trading days.

As of the date of filing of the draft offer document, the Offeror holds, directly and indirectly through the companies it controls, 40,024,315 shares of the Company, representing 93.86% of the share capital and theoretical voting rights of the Company.

The Offer covers all of the existing shares of the Company which are not held by the Offeror (directly or indirectly through the companies it controls), excluding the treasury shares held by the Company[1], i.e.a maximum aggregate number of 1,998,131 shares, representing, as of the date of filing of the draft offer document, 4.69% of the share capital and theoretical voting rights of the Company, on the basis of a total of 42,641,635shares and 42,641,635theoretical voting rights.

To the Offeror's knowledge, there exists no other equity security or any other financial instrument or right giving access, immediately or in the future, to the share capital or the voting rights of the Company other than the shares of the Company. It is specified that the Restricted Stock Units ("RSUs") granted to certain employees and to members of the Board of Management (Directoire) of the Company (and/or its subsidiaries) as part of the Euler Hermes Group Long Term Incentive plans, which are described in the draft response document prepared by the Company, will not give rise to any issuance or allocation of shares of the Company.

Pursuant to Article 231-13 of the AMF general regulations, Rothschild Martin Maureland Société Générale, acting as presenting banks for the Offer (the "Presenting Banks"), filed with the AMF, on March 21, 2018, the Offer and the draft offer document, on behalf of the Offeror. It is specified that only Société Générale guarantees the content and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer.

1.1              Context and rationale of the Offer

1.1.1       Historic shareholding of the Offeror

The shareholding of Allianz in the Company dates back more than two decades. In 1996, Allianz acquired a controlling stake in the German credit insurer Hermes Kreditversicherungs-AG. In 1998, through the acquisition of the company Assurances Générales de France S.A. (AGF), Allianz indirectly acquired a controlling stake in Euler-SFAC. Both businesses were merged upon the acquisition of Hermes Kreditversicherungs-AG by Euler in 2002. Since 2003, the group and its subsidiaries adopt the name Euler Hermes.

As at December 31, 2015, the Allianz group held, through Allianz Vie and Allianz France, 30,744,048 shares of the Company, representing 67.8% of the share capital and theoretical voting rights of the Company.

?      Private placement, repurchase and cancellation of shares

On May 19, 2016, Allianz Vie announced that it has completed the sale of 3,879,818 shares of the Company, representing its entire stake, i.e. 8.56%, of the share capital of the Company, through a private placement to institutional investors via an accelerated bookbuilt offer (the "Share Placement"). The price of the Share Placement was equal to 75.94 Euros per share.

As part of the Share Placement, Euler Hermes repurchased 2,200,000 shares representing 4.9% of the share capital of the Company, at a price equal to the price of the Share Placement (the "Repurchase"). The Repurchase has been completed pursuant to the share buyback program approved by the shareholders' meeting of May 27, 2015.

Following completion of the Share Placement and the Repurchase, the Company cancelled, on May 23, 2016, the 2,200,000 shares so repurchased, together with 500,542 treasury shares it already owned, i.e. 2,700,542 shares in aggregate, representing 6.33% of the share capital of the Company post cancellation.

Followingsuch transactions, the Allianz group's aggregate shareholding was reduced from 67.80% to 63.00% of the share capital and theoretical voting rights of the Company.

The Share Placement was a capital optimization transaction benefiting all stakeholders: Euler Hermes shareholders through EPS and DPS accretion and Allianz Vie policyholders with full liquidity. From Allianz Vie standpoint it was intended to optimize and diversify policyholders' investments portfolio. From Allianz shareholders standpoint, there was no disposal nor reduction of exposure. On the contrary, Allianz increased its economic interests in Euler Hermes post transaction and cancelation and reiterated at that time the strategic nature of its long-term participation in Euler Hermes.

?      Acquisition of shares off-market and simplified tender offer 

Pursuant to share purchase agreementsdated November 24, 2017, Allianz Argos 14 GmbH, a wholly owned subsidiary of Allianz, acquired (i) 3,399,258 shares of the Company (representing 7.97% of its share capital and theoretical voting rights) from funds managed by Silchester International Investors LLP, and (ii) 1,438,278 shares of the Company (representing 3.37%of its share capital and theoretical voting rights) from funds managed by KiltearnPartners LLP[2], i.e. a total of 4,837,536 shares of the Company (representing 11.34% of its share capital and theoretical voting rights), for a price of 122Euros per Euler Hermes share in cash, without any possible price supplement mechanism[3].

On December 21, 2017, Allianz filed a simplified tender offer pursuant to which Allianz offered to the shareholders of Euler Hermesto acquire all of their Euler Hermes shares, at the price of 122 Euros per share (the "Initial Offer").

On December 22, 2017, the 4,837,536 shares of the Company acquired by Allianz Argos 14 GmbH from funds managed by Silchester International Investors LLP and from funds managed by Kiltearn Partners LLP  were transferred to Allianz.

On December 27, 2017, after the filing of the Initial Offer and in accordance with article 231-38 of the AMF general regulations, Allianz purchased 1,550,856 Euler Hermes shares through an off-market transaction at a price of 122 Euros per share.

Following such transactions, the Allianz group's aggregate shareholding wasincreased from 63.00% to 77.98% of the share capital and theoretical voting rights of the Company.

During its meeting dated January 11, 2018, the Collège of the AMF has declared that the Initial Offer was compliant with the applicable legislative and regulatory provisions, and published a reasoned compliance statement to this end (D&I n°218C0086 of the AMF dated January 11, 2018).

The terms of the Initial Offer are described in the offer document of Allianz approved by the AMF under visa No. 18-010 dated January 11, 2018 and in the response document of Euler Hermes approved by the AMF under visa No. 18-011 dated January 11, 2018.

The Initial Offer was open for twenty-two (22) trading days, form January 15 to February 13, 2018 included (D&I No. 218C0092 of the AMF dated January 12, 2018).

The AMF published the results of the Initial Offer through a notice dated February 14, 2018 (D&I n°218C0414 of the AMF dated February 14, 2018): during the Initial Offer, Allianz acquired 6,158,140 Euler Hermes shares[4]on the market at a price of 122 Euros per share, allowing it to hold, upon the closing of the Initial Offer, directly and indirectly through the company Allianz France, 39,411,562Euler Hermes shares, representing 92.43% of the share capital and theoretical voting rights of the Company, on the basis of a total of 42,641,635shares and 42,641,635theoretical voting rights, it being specified that Euler Hermes owned 619,189 treasury shares.

?      Acquisition of additional shares on the market

Since the closing of the Initial Offer and until February 22, 2018 included, Allianz acquired, directly and indirectly through Allianz Argos 14 GmbH, 612,753 additional Euler Hermes shares on the market at a price of 122 Euros per share, representing 1.44% of the share capital and voting rights of Euler Hermes[5].

As a result of such additional acquisitions, the Allianz group's aggregate shareholding wasincreased to 40,024,3015 Euler Hermes shares, representing 93.86% of the share capital and theoretical voting rights of Euler Hermes. The number of Euler Hermes shares held by the minority shareholders (excluding the 619,189 treasury shares owned by the Company) was therefore to 1,998,131 shares, representing 4.69% of the share capital and voting rights of Euler Hermes.

The minority shareholders of Euler Hermes representing less than 5% of the share capital and voting rights of Euler Hermes, Allianz announced on February 23, 2018, in continuation with its Initial Offer, its intent to file the Offer, which will be immediately followed by a Squeeze-Out.

Except for the aforementioned acquisitions of Euler Hermes shares, the Offeror has not acquired, directly or indirectly, any Euler Hermes shares during the 12 months preceding February 23, 2018.

1.1.2       Company's share capital and voting rights allocation

As of the date of filing of the draft offer document, to the Offeror's knowledge, the share capital of the Company amounts to 13,645,323.20 Euros divided into 42,641,635 ordinary shares.

At the closing of the Initial Offer, the share capital and theoretical voting rights of the Company were allocated as follows[6]:

As of the date of filing of the draft offer document, following the aforementioned additional acquisitions on the market, to the Offeror's knowledge, the share capital and theoretical voting rights of the Company are allocated as follows[7]:

Within the Allianz group, the share capital of the Company is held through the following entities (simplified scheme)[8]:

 
                                 Allianz SE
                                        I   100%
                                        I
                           Allianz Argos 14 GmbH
                                        I    100%
                                        I
                       Allianz Holding France SAS
                                        I     100%
                                        I
                             Allianz France S.A.

1.1.3       Regulatory authorisations

The Offer is not subject to the obtaining of any regulatory authorisation.

1.1.4       Rationale of the Offer

Euler Hermes is the leading global trade credit insurer and a core component of Allianz global lines business. Underwriting excellence proven through the cycle, risk analysis and integrated global structure together with a strong and experienced management team provides the basis for the pursuit ofEuler Hermes' development in trade credit insurance, bonding and selected other specialties.

Increasing ownership in Euler Hermes is therefore a logical step for Allianz to deploy capital in strategic businesses delivering solid operating performance, and to strengthen positions in core home markets and in property and casualty in particular.

The Offer, which will be immediately followed by a Squeeze-Out, aims at proceeding with the delisting of the shares of the Company from the stock exchange. It has several advantages, for the Offeror and for the Company, since such transaction would allow the Company to be released from regulatory and administrative constraints related to the admission to trading of its securities, and, therefore, to reduce the related costs. Such operation would also allow to simplify the functioning of the Company.

In this context, the Offeror has mandated the Presenting Banks, which have carried out the valuation of the Euler Hermes shares. Pursuant to Articles 261-1 et seq. of the AMF general regulations, on February 28, 2018, the Supervisory Board of Euler Hermes asked to Finexsi, represented by Olivier Péronnet, as independent expert, to prepare a further fairness opinion ("attestation complémentaire") regarding the financial terms of the Offer and of the Squeeze-Out. 

The information used to determine the Offer price per share is presented in Section 3 of the draft offer document. The further fairness opinion of the independent expert appointed by the Company will be fully reproduced in the response document prepared by the Company.

1.2              Offeror's intentions for the next 12 months

1.2.1       Strategy and industrial and financial policy

Since Euler Hermes is already being part of the Allianz group, the Offeror does not anticipate, as a result of the Offer, any change in the industrial and financial policy and strategic orientations currently implemented byEuler Hermes,beyond ordinary course of business.

1.2.2       Composition of Euler Hermes management and corporate bodies

As the Offer, which will be immediately followed by a Squeeze-Out, will result in the delisting of the shares of the Company from Euronext Paris, changes in the legal form and in the composition of corporate bodies of the Company could be contemplated.

1.2.3       Intentions regarding employment

Since Euler Hermes is already being part of the Allianz group, the Offeror does not expect, as a result of the Offer, any particular impact on the Euler Hermes group's workforce, employment policy or human resources relationships. In particular, Allianz intends to maintain Euler Hermes' operational headquarters' location in France.

1.2.4       Dividend distribution policy

Allianz reserves the possibility to review Euler Hermes' dividend distribution policy upon completion of the Offer in accordance with law and the Company's articles of association, as well as according to the Company's distribution capacity and financing requirements.

1.2.5       Squeeze-Out and delisting

Since, as of the date of filing of the draft offer document, the shares not held by Allianz, directly or indirectly through the companies it controls (excluding the 619,189 treasury shares owned by Euler Hermes) represent no more than 5% of the share capital or voting rights of Euler Hermes, Allianz will request from the AMF, immediately after the publication of the final results of the Offer, the implementation of a Squeeze-Out in order to acquire the shares of the Company not tendered into the Offer in exchange for a compensation of 122 Euros per Euler Hermes share, equal to the Offer price, net of costs and fees.

It is specified that, as a result of such Squeeze-Out procedure, the shares of the Company would be delisted from Euronext Paris.

1.2.6       Intentions regarding mergers

Following the Squeeze-Out, it is currently not envisaged to proceed with a merger between the Offeror and the Company.

1.2.7       Synergies - economic gains

The advantages expected from the transaction are described in Section 1.1 of the draft offer document.

Euler Hermes belonging to the Allianz group since 1998, except for the saving of listing costs that would result from the delisting of the shares of the Company from Euronext Paris due to the implementation of a Squeeze-Out, no synergies are expected from the Offer since the Offeror does not anticipate any change in the strategy and the operating model of Euler Hermes, beyond ordinary course of business.

1.2.8       Advantages of the transaction for the Company and its shareholders

The Offeror proposes to the shareholders of the Company who will tender their shares into the Offer an immediate liquidity for the entirety of their shares at a price of 122Euros per share. It is reminded that, as for the Initial Offer, the price presented a premium corresponding to 20.7% over the closing price per share of the Company on November24, 2017, 22.9% over the volume-weighted average price for three months, 22.2% over the volume-weighted average price for six months, and 30.8% over the volume-weighted average price for twelve months.

The information used to determine the Offer price per share is presented in Section 3 of the draft offer document.

1.3              Agreements likely to have an impact on the valuation or outcome of the Offer

As of the date of filing of the draft offer document, the Offeror is not party to any agreement likely to have a significant impact on the assessment of the Offer or its outcome, and the Offeror is not aware of the existence of such agreement.

2.                  Terms and Conditions of the Offer and of the Squeeze-Out

2.1              Terms of the Offer

Pursuant to Articles 231-13 et seq. of the AMF general regulations,Rothschild Martin Maureland Société Générale, as Presenting Banks acting on behalf of the Offeror, filed with the AMF, on March 21, 2018, the Offer in the form of a simplified cash tender offer and the draft offer document relating to the Offer. It is specified that only Société Générale guarantees the content and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer.

In the context of this Offer which will be made under the simplified procedure in accordance with Articles 233-1 et seq. of the AMF general regulations, including its Article 233-1, 1°, the Offeror irrevocably undertakes to acquire from Euler Hermes shareholders all the shares of Euler Hermes which will be tendered into the Offer, at the price of 122 Euros per share, during a minimum period of ten (10) trading days. The attention of Euler Hermes shareholders is drawn on the fact that, the Offer, being made under the simplified procedure, will not be re-opened following the publication of the final results of the Offer.

It is specified, for the avoidance of doubt, that the Offer price covers the Euler Hermes shares cum dividend and that, in the event that the ex-dividend date would be prior to the closing date of the Offer (pursuant to, as the case may be, the approval by the Euler Hermes shareholders' general meeting of a dividend distribution with respect to 2017 financial year), the Offer price (and the compensation of the Squeeze-Out) would be adjusted to take into account the detachment of the coupon.

From the filing of the Offer within the AMF, and until the opening of the Offer, the Offeror reserves the right to acquire shares of the Company on the market, within the limits of Article 231-38 IV of the AMF general regulations.

2.2              Number and type of shares covered by the Offer

As of the date of filing of the draft offer document, the Offeror holds, directly and indirectly through the companies it controls, 40,024,315 shares of the Company, representing 93.86% of the share capital and theoretical voting rights of the Company, in accordance with Article 223-11 of the AMF general regulations.

Pursuant to Article 231-6 of the AMF general regulations, the Offer covers all of the existing shares of the Company which are not held by the Offeror (directly or indirectly through the companies it controls), excluding the treasury shares held by the Company[9], i.e. a maximum aggregate number of 1,998,131 shares, representing, as of the date of filing of the draft offer document, 4.69% of the share capital and theoretical voting rights of the Company, on the basis of a total of 42,641,635 shares and 42,641,635 theoretical voting rights.

To the Offeror's knowledge, there exists no other equity security or any other financial instrument or right giving access, immediately or in the future, to the share capital or the voting rights of the Company other than the shares of the Company. It is specified that the RSUs granted to certain employees and to members of the Board of Management (Directoire) of the Company (and/or its subsidiaries) as part of the Euler Hermes Group Long Term Incentive plans, which are described in the draft response document prepared by the Company, will not give rise to any issuance or allocation of shares of the Company.

2.3              Conditions of the Offer

The Offer was filed with the AMF on March 21, 2018. A notice of filing will be published by the AMF on its website (www.amf-france.org).

Pursuant to Article 231-16 of the AMF general regulations, the French version of the draft offer document, as filed with the AMF, is made available to the public free of charge at the registered offices of Rothschild Martin Maureland Société Générale, and is made available on the websites of the AMF (www.amf-france.org) and Allianz (www.allianz.com).

This press release disclosing the main terms of the draft offer document and specifying the means by which it will be made available has been established by Allianz SE and was released on March 21, 2018, in accordance with the provisions of article 231-16 of the general regulation of the AMF.

This Offer and the draft offer document remain subject to the review of the AMF.

The AMF will publish on its website a reasoned compliance statement for the draft Offer, after having ensured its compliance with the applicable legislative and regulatory provisions. In accordance with Article 231-23 of the AMF general regulations, the compliance statement will constitute approval of the Offeror's offer document.

Pursuant to Article 231-28 of the AMF general regulations, the offer document as approved by the AMF, as well as the information relating to, in particular, the legal, financial and accounting characteristics of the Offerorwill be filed with the AMF and made available to the public free of charge at the registered offices of Rothschild Martin Maureland Société Générale, no later that the day before the opening of the Offer.These documents will also be made available on the websites of the AMF (www.amf-france.org) and Allianz (www.allianz.com).

Pursuant to Articles 231-27 and 231-28 of the AMF general regulations, a press release specifying the means by which these documents will be made available will be published by the Offeror.

Prior to the opening of the Offer, the AMF will publish an opening notice and the timetable of the Offer, and Euronext Paris will publish a notice announcing the terms and the timetable of the Offer.

The Offer will be open for a period of ten (10) trading days, pursuant to Article 233-2 of the AMF general regulations.

2.4              Terms and conditions of the Squeeze-Out

Since, as of the date of filing of the draft offer document, the shares not held by Allianz, directly or indirectly through the companies it controls (excluding the 619,189 treasury shares owned by Euler Hermes) represent no more than 5% of the share capital or voting rights of Euler Hermes, Allianz will request from the AMF, immediately after the publication of the final results of the Offer, the implementation of a Squeeze-Out in order to acquire the shares of the Company not tendered into the Offer in exchange for a compensation of 122 Euros per Euler Hermes share, equal to the Offer price, net of costs and fees.

The AMF will publish a notice regarding the implementation of the Squeeze-Out, and Euronext Paris will publish a notice announcing the timetable of the implementation of the Squeeze-Out.

The Squeeze-Out will cover the Euler Hermes shares which are not held by the Offeror, directly or indirectly through the companies it controls, at the closing date of the Offer, excluding the 619,189 treasury shares owned by the Company.

The total amount of the indemnity will be paid by Allianz, at the latest on the date of implementation of the Squeeze-Out into a blocked account opened for this purpose at Société Générale, acting as the centralizing agent for the indemnity procedure of the Squeeze-Out.

In accordance with the provisions of Article 237-16 III of the AMF general regulations, the Offeror will publish a press release informing the public of the implementation of the Squeeze-Out and specifying the means by which the offer document has been made available.

In accordance with the provisions of Article 237-17 of the AMF general regulations, the Offeror will publish a notice informing the public of the Squeeze-Out in a journal empowered to publish legal notices in the place of the registered office of Euler Hermes.

The Euler Hermes shares will be delisted from Euronext Paris on the day at which the Squeeze-Out will be effective.

2.5              Offer Tender Procedure

Holders of shares of the Company held in an account managed by a financial intermediary (e.g. bank, credit institution, investment company) and who wish to tender their shares into the Offer shall send an order to their financial intermediary at the latest at the closing date (included) of the Offer, using the standard forms made available to them by such financial intermediary.

Shares of the Company held in registered form must be converted and held in bearer form to be tendered into the Offer. Therefore, holders of shares held in registered form who wish to tender the shares of the Company into the Offer will have to ask for the conversion of these shares to hold them in bearer form as soon as possible. The financial intermediaries managing account will have, prior to the sale, to convert in bearer form the shares of the Company tendered into the Offer. The holders of shares held in registered form will therefore lose the benefits attached to the registered form for those shares then converted into bearer form.

The shares of the Company tendered into the Offer must be freely transferable and free of any and all liens, pledges, charges and restrictions of any kind whatsoever restricting the free transfer of ownership. The Offeror reserves the right, in its sole discretion, to reject any tendered share of the Company which does not comply with this condition.

The Offer will be completed through purchases on the Euronext Paris market, pursuant to Article 233-2 of the AMF general regulations. The settlement-delivery will take place on an ongoing basis as the tender orders are executed, two (2) trading days after each execution of the tender orders. Société Générale, an investment service provider authorised as a buying market-maker (membre du marché acheteur), will acquire, on behalf of the Offeror, all the shares of the Company tendered to the Offer.

The brokerage fees, increased by the corresponding VAT costs, will remain payable by the selling shareholders.

This Offer is governed by French law. Any disagreement or dispute of any nature relating to this Offer will be brought before the relevant courts.

2.6              Indicative timetable of the Offer

An indicative timetable is proposed below:

2.7              Cost and financing of the Offer

2.7.1       Costs of the Offer

The overall amount of all fees, costs and external expenses incurred in connection with the Offer by the Offeror, including the fees and expenses of their financial, legal and accounting advisers, as well as publicity costs, is estimated at approximately 2 million Euros[10] (excluding tax).

2.7.2       Financing of the Offer

In the event that all of the shares of the Company covered by the Offer were to be tendered into the Offer, the total cash consideration to be paid by the Offeror to shareholders of the Company having tendered their shares into the Offer (excluding fees and related expenses) would amount to 244 million Euros.

The Offer will be financed through available funds and resources of Allianz.

2.8              Restrictions concerning the Offer abroad

The Offer is made to shareholders in France and outside France, provided that the law and regulation to which they are subject permits them to do so without imposing the Offeror to make further formalities.

The shareholders of Euler Hermes are invited to refer to the draft offer document for more details relating to the restrictions applicable to the Offer outside France.

3.                  Summary of valuation criteria for the Offer

Valuation rationale of the Offer Price of 122 Euros per Euler Hermes share has been prepared by the Presenting Banks, in agreed form and on behalf of the Offeror (especially regarding valuation methodologies and assumptions retained), based on public information and on information provided by the Company or on behalf of it. Information received is considered as realistic and reasonable and the presenting banks relied upon without assuming responsibility or liability for independent verification.

The following table summarises the multi-criteria valuation of Euler Hermes:

4.                   Contacts

Thomas Atkins                              Tel. +49 89 3800 2960, e-mail: thomas.atkins@allianz.com

[1] The Offer does not cover the 619,189 treasury shares owned by the Company which, pursuant to the decision of the Supervisory Board of Euler Hermes dated March 21, 2018, will not be tendered into the Offer.

[2] The companies Silchester International Investors LLP and Kiltearn Partners LLP, acting in their capacity of investment managers of funds, have sold all the shares they held in Euler Hermes and they no longer hold any shares or voting rights of the Company.

[3] These transactions have been completed off market pursuant to instructions given by the parties to their respective brokers on November 27, 2017.

[4] Excluding 800 shares initially owned by Investitori SGR S.p.a. that have been brought to the Initial Offer on February 2, 2018.

[5]   Allianz directly acquired 176,601 additional Euler Hermes shares, representing 0.41% of the share capital and voting rights of Euler Hermes and Allianz Argos 14 GmbH directly acquired 436,152 additional Euler Hermes shares, representing 1.02% of the share capital and voting rights of Euler Hermes.

[6] Based on the declaration of the total number of shares and voting rights of the Company as of December 31, 2017.

[7] Based on the total number of shares and voting rights of the Company mentioned in the draft response document relating to the Offer prepared by the Company.

[8] Allianz Holding France SAS holds precisely 99.99% of Allianz France SA.

[9] The Offer does not cover the 619,189 treasury shares owned by the Company which, pursuant to the decision of the Supervisory Board of Euler Hermes dated March 21, 2018, will not be tendered into the Offer.

[10] Amount calculated based on the assumption that all of the shares of the Company covered by the Offer were to be tendered into the Offer.