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## Earnings per share 

The earnings per share figure is calculated by dividing the consoli- dated net income by the weighted average number of common shares outstanding. 

The weighted average number of shares does not include 18,766,949 (2002: 23,658,308) shares held by the company. 

<img src='content_image/33042.jpg'>

$^{1) }$Adjusted for the capital increase in April, 2003 and the PIMCO accounting change 

$^{2) }$Incl. outstanding participation certificates 

## Events after the balance sheet day 

_ In February 2004, Allianz AG placed a subordinated bond with a total volume of ¤ 1.5 bn. This transaction successfully concludes a series of measures to strengthen the capital base. The bond attracted a great deal of interest among domestic and fo- reign investors. To meet this demand, the volume was increased from the original ¤ 1 bn to ¤ 1.5 bn. The bond has an unlimited maturity and will pay a fixed coupon of 5.5 % for the first 10 years. Allianz has the right to redeem the bond after 10 years. If it does not exercise the right, the interest rate will convert to a floating rate with a step-up of 100 basis points over the initial credit spread. The bond was issued under the joint management of Dresdner Kleinwort Wasserstein and Merrill Lynch. RASFIN, an Italian subsi- diary of Allianz, Crédit Agricole and West LB were also involved in the transaction. 

The issue, which was announced last spring within the context of the capital increase and, was part of a long-term plan for streng- thening the capital base of Allianz. 

The high demand meant that the interest rate was set at the lower end of the price range after a short bookbuilding phase. Overall demand for the bond amounted to nearly ¤ 6 bn. Standard & Poor’s has assigned a rating of “A–” and Moody´s of “A2”. 

_ In a contract signed October 21, 2003, AGF sold its 72.05 % inte- rest in the bank Entenial to Crédit Foncier. The required authorization by the French supervising authority was granted on February 4, 2004. As of this date, the Group deconso- lidated Entenial. 

_ On January 29, 2004, the full Management Board of Dresdner Bank AG decided a reorientation of the open-ended real estate fund GRUNDWERT-FONDS managed by DEGI GmbH (of which Dresd- ner Bank AG holds 94% of the nominal capital). In the course of 

this reorientation, Dresdner Bank AG and its subsidiaries acquire a real estate portfolio from the fund with a total volume of ¤ 1.8 bn. 

_ In Dresdner Bank’s DrKW unit, the existing deferred cash compen- sation plan, under the terms of which performance-oriented bonus payments awarded to an employee were, in the past, paid over a period of 3 years, is being replaced by a stock-based plan. 

The annual payment in stock or cash is contingent upon the em- ployee’s continued employment with the company. If the employee leaves the company during the 3-year vesting period, the shares not transferred, or any cash amounts not paid, to him at that time will be forfeited without substitute benefits. 

The expenses incurred in connection with the plan will be accrued on a pro-rated basis over the 3-year vesting period, beginning in 2004. 

_ In December 2003, the minority shareholders of PIMCO exercised their option of offering for sale a further tranche with a volume of USD 250 mn. The settlement of this transaction in January 2004 has further increased the Allianz Group’s interest in PIMCO. 

## Compensation for the Board of Management 

Allianz AG and its affiliated enterprises paid 23 (2002: 17) mn to the active members of the Board of Management. As of December 31, 2003, the Board of Management had 11 (2002: 11) members. The in- formation on compensation concerns the members of the Board of Management who were active at the end of the year, and, on a pro- rated basis, 2 members who retired from the Board in the course of the year. 

