AIG Notice
On September 23, 2008, American International Group, Inc. ("AIG”)
announced that it had signed a definitive agreement with the Federal
Reserve Bank of New York for a two-year, $85 billion revolving credit
facility. Under the agreement, AIG will issue a new series of
Convertible Participating Serial Preferred Stock to a trust that will
hold the Preferred Stock for the benefit of the United States Treasury.
The Preferred Stock will hold approximately, but not in excess of, 79.9%
of the aggregate shareholder voting power. The issuance of the Preferred
Stock, which will be convertible into Common Stock of AIG following a
special shareholders meeting to amend AIG’s
restated certificate of incorporation, would normally require approval
of shareholders according to the Shareholder Approval Policy of the New
York Stock Exchange (the "NYSE”).
The Audit Committee of the Board of Directors of AIG has determined that
delay necessary in securing shareholder approval prior to the issuance
of the Preferred Stock would seriously jeopardize the financial
viability of AIG. Because of that determination, the Audit Committee,
pursuant to an exception provided in the NYSE’s
Shareholder Approval Policy for such a situation, expressly approved AIG’s
omission to seek the shareholder approval that would otherwise have been
required under that policy. The NYSE has accepted AIG’s
application of the exception.
AIG, in reliance on the exception, is mailing to all shareholders a
letter notifying them of its intention to issue the Preferred Stock
without seeking their approval. AIG will proceed to issue the Preferred
Stock when it has received all material approvals of governmental
authorities required for the issuance.
American International Group, Inc. (AIG), a world leader in insurance
and financial services, is the leading international insurance
organization with operations in more than 130 countries and
jurisdictions. AIG companies serve commercial, institutional and
individual customers through the most extensive worldwide
property-casualty and life insurance networks of any insurer. In
addition, AIG companies are leading providers of retirement services,
financial services and asset management around the world. AIG's common
stock is listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.
