2002

Invitation to the

Annual General Meeting

of Allianz AG

on 12 June 2002.

R U B R I K2

Invitation to the Annual General Meeting

The Board of Management’s report to theAnnual General Meeting regarding Item 6

Notice according to Sec. 128 par. 2of the German Stock Corporation Act

Information on Item 7 of the Annual GeneralMeeting’s Agenda

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Allianz Aktiengesellschaft, MunichSecurity Code (WKN) 840400

• Distribution of a dividend of EUR 1.50per no-par-value share entitled to a dividend EUR 361,784,302.50

• Allocation to other appropriated retainedearnings EUR 48,215,697.50

Net earnings EUR 410,000,000.00

The proposal on the appropriation of netearnings takes into consideration treasuryshares held directly or indirectly, whichare not entitled to dividends pursuant to Section 71b of the German Stock Cor-poration Act. Until the Annual GeneralMeeting, the number of shares entitledto dividends may be reduced or increasedthrough further share repurchases or thedisposal of treasury shares. In such case,an amended proposal for appropriationof net earnings will be presented forapproval at the Annual General Meeting,while the distribution of a dividend ofEUR 1.50 per no-par-value share entitledto a dividend will remain unchanged.

3. Approval of the activities of theMembers of the Board of Managementfor the fiscal year 2001The Board of Management and theSupervisory Board propose that theactivities of the Board of Management be approved.

Invitation/Agenda 3

Invitation to the Annual General Meeting

Our shareholders are invited to theAnnual General Meeting of AllianzAktiengesellschaft, to be held onWednesday, 12 June 2002, at 10:00 a.m.at the Olympiahalle in the Olympiapark,Coubertinplatz, 80809 Munich, Germany.

Agenda

1. Report of the Board of Management on the development of businessPresentation of the approved FinancialStatements, the Management Report and the report of the Supervisory Boardas well as the Consolidated FinancialStatements and the Management Reportfor the Group for the fiscal year 2001.

The above records are available forinspection at the registered office of theCompany, Koeniginstrasse 28, 80802Munich, Germany and on the internetunder http://www.allianz.com/agm aspart of the Annual Reports of Allianz AGand the Allianz Group. Upon request, a copy will be sent to shareholders.

2. Appropriation of net earningsThe Board of Management and theSupervisory Board propose that the avail-able net earnings of EUR 410,000,000 beappropriated as follows:

Agenda4

4. Approval of the activities of theMembers of the Supervisory Board for the fiscal year 2001The Board of Management and theSupervisory Board propose that the activities of the Supervisory Board be approved.

5. Authorization to acquire Companyshares for trading purposesThe authorization to acquire Companyshares for trading purposes according toSec. 71 par. 1 No. 7 of the German StockCorporation Act, adopted by last year’sAnnual General Meeting on 11 July 2001,expires on 31 December 2002, and there-fore shall be renewed. In particular, therenewal shall allow Dresdner Bank AG,which belongs to the AlIianz Group, totrade in shares of Allianz AG.

The Board of Management and theSupervisory Board therefore propose toadopt the following resolution:

a) Domestic or foreign credit institutions,within the meaning of Sec. 71 par. 1 No. 7of the German Stock Corporation Act,that are majority owned by the Companyshall be authorized to buy and sell sharesof the Company for trading purposes.The total number of shares acquiredunder this authorization, together withother treasury shares held by the Com-pany or that the Company is deemed tohold according to Sec. 71a et seq. of theGerman Stock Corporation Act, shall at

no time exceed 10% of the capital stockof Allianz AG.

b) Based on this resolution, shares shall be acquired only if the consideration pershare is not more than 10% higher orlower than the average closing price ofshares of Allianz AG (in the XETRA-trad-ing system or any comparable succeed-ing system) during the three trading dayspreceding the acquisition of the shares.

c) The trading position in shares acquiredfor this purpose shall not, at the end ofeach day, exceed 5% of the capital stockof Allianz AG.

d) This authorization shall be effective until(and including) 11 December 2003. Thecurrently existing authorization to acquireCompany shares for trading purposes,adopted by the Annual General Meetingon 11 July 2001 and expiring on 31 Decem-ber 2002, shall be revoked upon effec-tiveness of the new authorization.

6. Authorization to acquire Companyshares for other purposes The authorization granted to the Board ofManagement by the Annual GeneralMeeting on 11 July 2001 to buy Companyshares pursuant to Sec. 71 par. 1 No. 8 ofthe German Stock Corporation Act expireson 31 December 2002, and thereforeshall be renewed. The proposed reso-lution sets forth alternative methods by which the Company may acquire andsubsequently use its own shares.

public invitation to tender shares, or (iii)through an exchange offer against othershares admitted for trading to an officialor a regulated market at a domestic stockexchange (including the Neuer Markt) orto a regulated market within the meaningof Art.1 No.13 of the Directive 93/22/EECof the Council dated May 10, 1993 on se-curities services (OJ EC No. L 141 page 27)in another country of the EuropeanEconomic Area, or through a public invi-tation to tender shares.

(i) If the shares are repurchased overa stock exchange, the purchaseprice per share (excluding inciden-tal costs) shall not be more than15% higher or lower than theopening price on the respectivetrading day in the XETRA-tradingsystem (or any comparable suc-ceeding system).

(ii) If the shares are repurchasedthrough a public tender offer or apublic invitation to tender shares,the tender price per share (withoutincidental costs), or the high andlow ends of the price range, shallnot be more than 20% higher orlower than the closing price in theXETRA-trading system (or a com-parable succeeding system) on thethird trading day prior to the publicannouncement of the tender offeror the public invitation to tendershares. If, after the publication of the public tender offer or public

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The Board of Management and theSupervisory Board propose to adopt thefollowing resolution:

a) The Company shall be authorized toacquire Company shares up to a total of 10% of the current capital stock ofAllianz AG; the total amount of Companyshares, together with other treasuryshares held by the Company, or that theCompany is deemed to hold according toSec. 71a et seq. of the German StockCorporation Act, shall at no time exceed10% of the capital stock of Allianz AG.This authorization shall not be used forthe purpose of trading in the Company’sshares.

b) This authorization may be exercised, inwhole or in part and on one or moreoccasions, by the Company or by othercompanies controlled by the Company or that are majority-owned by the Com-pany or by third parties acting for theiraccount or on the account of the Com-pany to pursue one or several purposes.This authorization shall be effective until11 December 2003. The authorizationgranted by the Annual General Meetingof Allianz AG on 11 July 2001 concerningthe acquisition of Company shares forother purposes shall be revoked uponeffectiveness of this new authorization.

c) The share repurchase may be carried out,at the discretion of the Board of Manage-ment, (i) through the stock exchange, (ii) through a public tender offer or a

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invitation to tender shares, mate-rial deviations in the relevant priceoccur, the offer or invitation to ten-der shares can be adjusted accord-ingly. In such a case, the basis willbe the price on the third tradingday prior to the public announce-ment of the adjustment. The publictender offer or the invitation totender shares can stipulate otherconditions. If the offer is oversub-scribed or, in the case of an invita-tion to tender shares, not all equiv-alent offers are accepted, sharesshall be repurchased on a pro-ratabasis. Preferential acceptance maybe provided for small lots of up to100 shares per shareholder.

(iii) If the repurchase is made througha public offer to exchange, or apublic invitation to tender sharesin exchange of, shares of Allianz AGagainst shares of another corpora-tion which are admitted to tradingto the official or a regulated mar-ket at a domestic stock exchange(including the Neuer Markt) or to aregulated market within the mean-ing of Art. 1 No. 13 of the Directive93/22/EEC of the Council datedMay 10, 1993 on securities services(OJ. EC No. L 141 page 27) inanother country of the EuropeanEconomic Area (“exchange shares”),the exchange ratio may be stipulat-ed or may be determined by wayof an auction. Consideration in

cash may supplement the deliveryof exchange shares or may be usedto settle fractional amounts. Irre-spective of the procedure for theexchange, the exchange price pershare or the relevant high and lowends of the exchange price rangein form of one or more exchangeshares and fractional amounts,including any cash or cash frac-tions (excluding incidental costs),shall not be more than 20% higheror lower than the representativevalue of a share of Allianz AG.

The value of the shares of Allianz AGand of the exchange shares shallbe determined based on the rele-vant closing price in the XETRA-trading system (or, if the respectiveshares are not traded in the XETRA-trading system, the trading systemused in the particular market seg-ment and being as close to XETRAas possible) on the third tradingday prior to the public announce-ment of the exchange offer. If, afterthe public announcement of thepublic exchange offer or the invita-tion to tender shares, substantialprice deviations occur, the offer orinvitation to tender shares can beadjusted. In such a case, the priceson the third trading day prior tothe public announcement of anadjustment are relevant. The ex-change offer or invitation to tendershares may stipulate further condi-

Agenda

when it is exercised. In determiningthis limitation to 10% of the capitalstock of Allianz AG, any sharesmust be included that are issuedon the basis of either an authori-zation to issue new shares fromauthorized capital, excluding pre-emptive rights pursuant to Sec. 186par. 3 sentence 4 of the GermanStock Corporation Act, that is ineffect at the time of this authoriza-tion taking effect, or a subsequentauthorization replacing such exist-ing authorization. Furthermore,shares required to meet obliga-tions arising from bonds carryingconversion and/or option rightsmust also be included in determin-ing this limitation to 10% of thecapital stock of Allianz AG, if thesebonds were issued or are to beissued excluding pre-emptive rightspursuant to Sec.186 par. 3 sen-tence 4 of the German Stock Cor-poration Act on the basis of eitheran authorization that is in effect at the time of this authorizationtaking effect, or a subsequentauthorization replacing such exist-ing authorization.

cc) The shares may be sold for contri-butions in kind, particularly in the case of mergers or in the caseof acquisitions of a company, partof a company or a stake in a com-pany.

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tions. If the offer is oversubscribedor, in the case of an invitation totender shares, not all equivalentoffers are accepted, the shares willbe repurchased on a pro-ratabasis. Preferential acceptance maybe provided for small lots of up to100 shares per shareholder.

d) The Board of Management shall beauthorized to use shares of the Companyrepurchased on the basis of this authori-zation for any lawful purposes, includingany of the following:

aa) The shares may be redeemedwithout the redemption or its exe-cution requiring an additionalresolution by the Annual GeneralMeeting.

bb) The shares can be sold in otherways than over the stock exchangeor through an offer to the share-holders if they are sold against pay-ments in cash at a price not sub-stantially below the stock exchangeprice of shares of the same class atthe time of the sale. This authoriza-tion is, however, restricted pur-suant to Sec. 186 par. 3 sentence 4of the German Stock CorporationAct to the effect that the total num-ber of shares issued under exclu-sion of pre-emptive rights shall notexceed 10% of the capital stock ofAllianz AG, either at the time whenthis authorization takes effect or

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dd) The shares may be placed onforeign stock exchanges on whichthey are not yet admitted for trad-ing. The initial offer price (exclud-ing incidental costs) of theseshares may not be more than 5%below the closing price in theXETRA-trading system or a compa-rable succeeding system on thelast trading day prior to the listing.

ee) The shares may be delivered to fulfil the rights of holders of bondscarrying conversion or optionrights issued by the Company orany of its Group companies.

e) The authorizations under sub-item d) shallalso apply to Company shares repur-chased) on the basis of earlier authori-zations according to Sec. 71 par. 1 No. 8of the German Stock Corporation Actand – with the exception of sub-item d),aa) – to any such shares acquired accord-ing to Sec. 71d sentence 5 of the GermanStock Corporation Act.

f) The authorizations under sub-item d)may be exercised on one or more occa-sions, in whole or in part, individually orjointly. The authorizations under sub-item d), bb), cc), ee) may also be exer-cised by companies controlled by theCompany or that are majority-owned bythe Company or by third parties actingon their account or on the account of theCompany.

g) The shareholders’ pre-emptive rights onthese Company shares shall be excludedinsofar as these shares are used accord-ing to the above authorization undersub-item d), bb–ee). Furthermore, theBoard of Management shall be author-ized, in the event of a sale of treasuryshares through an offer to shareholders,to grant holders of bonds carryingconversion and/or option rights issuedby the Company or its Group companiespre-emptive rights on these shares to theextent they would be entitled theretoafter having exercised the conversion/option right; to this extent, the share-holders’ pre-emptive rights shall be ex-cluded.

7. Elections to the Supervisory BoardBy resolution of the Lower Court ofMunich (Amtsgericht München), Dr. Gerhard Cromme was appointedmember of the Supervisory Board in lieu of Dr. Karl-Hermann Baumann who had left the Supervisory Board. The Supervisory Board proposes that this appointment should be confirmed by the Annual General Meeting. TheSupervisory Board therefore proposes to elect

Dr. Gerhard Cromme, Dusseldorf,Chairman of the Supervisory Boardof ThyssenKrupp AG

for the remainder of the initial term ofDr. Baumann – i. e. until the end of theAnnual General Meeting 2003 – as share-

Agenda

members of the Supervisory Board in thelisted order if one of the SupervisoryBoard members proposed for electionabove or an substitute member for oneof these Supervisory Board membersresigns from the Supervisory Board priorto the end of the regular term and theAnnual General Meeting does not elect asuccessor before the Supervisory Boardmember resigns from the Board. Theterm of substitute members who join theSupervisory Board expires at the end ofthe Annual General Meeting in which asuccessor of the replaced SupervisoryBoard member is elected, at the latest atthe time the regular term of this personwould have expired.

An substitute member who joined theSupervisory Board and prematurelyresigns again re-assumes his initial position in the order of the substitutemembers.

The Annual General Meeting is notbound to election proposals. The Super-visory Board is composed pursuant toSec. 96 par. 1, 101 of the German StockCorporation Act and Sec. 7 par. 1 No. 3 ofthe German Co-determination Act.

8. Amendments to the Articles of AssociationThe Board of Management and theSupervisory Board propose to adopt thefollowing resolution:

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holder representative to the SupervisoryBoard.

Dr. Alfons Titzrath resigned from office asshareholder representative in the Super-visory Board, effective as of the end of the Annual General Meeting held on12 June 2002. The Supervisory Boardproposes to elect

Dr. Bernd W. Voss, Kronberg,Member of the Supervisory Boardof Dresdner Bank AG

for the remainder of the initial term ofDr. Titzrath – i. e. until the end of theAnnual General Meeting 2003 – as share-holder representative to the SupervisoryBoard.

In addition, the Supervisory Boardproposes to elect

Dr. jur. Uwe Haasen, Munich,Former member of the Board of Management of Allianz Aktiengesellschaft

and

Mr. Ernst Wunderlich, Grünwald,Former member of the Board of Management of Allianz Aktiengesellschaft

as substitute members of the SupervisoryBoard, also for Dr. Gerhard Cromme andDr. Bernd W. Voss. They shall become

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a) Art. 1 par. 2 of the Articles of Associationshall be amended as follows:

“2. The purpose of the Company is thedirection of an international group ofcompanies, which are active in the areasof insurance, banking, asset managementand other financial, consulting and simi-lar services. The Company holds interestsin insurance companies, banks, industrialcompanies, investment companies andother enterprises.

As a re-insurer, the Company primarilyassumes insurance business from itsGroup companies and other companiesin which the Company holds direct orindirect interests.“

Currently, Art. 1 par. 2 of the Articles ofAssociation reads as follows:

“2. The Company heads an insurancegroup which is active in all classes of pri-vate insurance in the Company’s homecountry and abroad. In addition, it holdsparticipations in domestic and foreigninsurance companies, industrial compa-nies, investment companies and otherenterprises.

The Company is active in the invest-ment sector as well as in the agency andservice-rendering business.

As a re-insurer, the Company primarilyassumes insurance business from itsGroup companies and from other com-

panies in which the Company holdsdirect or indirect participations.”

b) In Art. 1 par. 4 of the Articles of Associa-tion, the word “electronic” is added afterthe word “the.”

Art. 1 par. 4 then reads as follows:

“4. Public announcements shall be pub-lished in the electronic “Bundesanzeiger”(German Federal Gazette).”

Currently, Art. 1 par. 4 of the Articles ofAssociation reads as follows:

“4. Public announcements shall be pub-lished in the “Bundesanzeiger” (GermanFederal Gazette).”

c) Art. 9 of the Articles of Association shallbe amended as follows:

“1. Each member of the SupervisoryBoard will receive an annual remunera-tion of 4,000 euros, which will increaseby 500 euros for every cent which thedividend per share exceeds the amountof 15 cents. The Chairman of the Super-visory Board will receive double theseamounts and every other member of aCommittee of the Supervisory Board,except for the mediation committeeaccording to Sec. 27 par. 3 of the GermanCo-determination Act, one-and-a-halftimes these amounts.

Agenda

The clause of Art. 10 par. 3 of the Articlesof Association proposed to be deletedreads as follows:

“…; they may be represented by a proxy.“

Art. 10 par. 4 of the Articles of Associationshall be amended and read as follows:

“4. The voting right may be exercised bya representative. Proxies which the shareholder delivers to the Company orto persons appointed by the Companycan be granted by electronic means asfurther designated by the Company. Thedetails on granting these proxies will beannounced in the Company’s designatedjournals along with the notice of theGeneral Meeting.”

Currently, Art. 10 par. 4 of the Articles ofAssociation reads as follows:

“4. A proxy may be granted in writing orthrough electronic means to be stipulat-ed by the Company when a proxy holderchosen by the Company is given the voting rights by the proxy giver. Details of the granting of such proxies will beannounced in the Company’s designatedjournals along with the notice of theGeneral Meeting.”

e) Art. 11 pars. 2 and 3 of the Articles ofAssociation shall become Art. 11 pars. 3and 4. A new Art. 11 par. 2 shall be inserted to read as follows:

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2. The Company reimburses the membersof the Supervisory Board for their out-of-pocket expenses and for the VAT payableon these salaries. The Company providesinsurance coverage and technical sup-port to the Supervisory Board membersto the extent reasonably adequate for the exercise of their Supervisory Boardoffice.“

Currently, Art. 9 of the Articles of Associa-tion reads as follows:

“Each member of the Supervisory Boardwill receive, in addition to the reimburse-ment of his out-of-pocket expenses, an annual remuneration of 4,000 euros,which will increase by 500 euros forevery cent which the dividend per shareexceeds the amount of 15 cents. TheChairman of the Supervisory Board willreceive double, every Deputy Chairmanone-and-a-half times, these amounts.Members of the Supervisory Board willbe reimbursed for the VAT payable onthese salaries.“

d) The last clause of Art. 10 par. 3 of the Articles of Association shall be deleted.Art. 10 par. 3 of the Articles shall read asfollows:

“3. Shareholders shall be entitled to participate and to vote in the GeneralMeeting if they have provided notice of their participation in due time and iftheir respective shares are registered in the share register.“

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“2. If the invitation to the General Meet-ing so stipulates, the Chairman of theGeneral Meeting may permit the audio-visual transmission of the General Meet-ing by electronic means to be furtherspecified by him.”

f) The Board of Management is instructedto file the amendment to Art. 1 par. 4 of the Articles of Association with thecommercial register as soon as anamendment to the German Stock Cor-porations Act will allow for notificationsby the Company to be disseminatedthrough the electronic Federal Gazette.

9. Approval of inter-company agreementsThe Board of Management and theSupervisory Board propose that the inter-company agreements betweenAllianz AG and the controlled companieslisted hereafter (the “Controlled Com-panies“) shall be approved:

a) Allianz Globus MAT Versicherungs-Aktiengesellschaft, Hamburg,Control and Profit Transfer Agreementdated 14 December 2001;

b) Allianz Dresdner Pension Consult GmbH,Stuttgart, Control and Profit TransferAgreement dated 17 April 2002;

c) Allianz Immobilien GmbH, Stuttgart, Control and Profit Transfer Agreementdated 12 April 2002;

d) IDS GmbH – Analysis and ReportingServices, Munich, Control and ProfitTransfer Agreement dated 10 April 2002;

e) META Finanz-InformationssystemeGmbH, Munich, Control and ProfitTransfer Agreement dated 10 April 2002;

f) Theseus Vermögensverwaltungs-gesellschaft mbH, Munich,Control and Profit Transfer Agreementdated 10 April 2002;

g) Allianz FinanzbeteiligungsgesellschaftmbH, Munich, Profit Transfer Agreement dated 20 December 2001.

The substantial contents of the agree-ments are as follows:

• Under the agreements listed under lit. a) to f), the Controlled Companieseach subject their management toAllianz AG, which is entitled to issueinstructions to them. This does notapply to Allianz Finanzbeteiligungsge-sellschaft mbH listed under lit. g). With the latter, merely a Profit TransferAgreement, but not a Control Agree-ment was entered into.

• The Controlled Companies must transfer their entire profits to Allianz AG.

• The Controlled Companies may, uponthe approval of Allianz AG, establishother earnings reserves from their netincome for the fiscal year, if and to the

Agenda

31 December 2005. After these periods,the agreements may be terminatedwith effect from the end of each calen-dar year. The right to terminate theagreements without notice remainsunaffected.

• The agreements with Allianz DresdnerPension Consult GmbH, Allianz Immo-bilien GmbH, IDS GmbH – Analysisand Reporting Services, META Finanz-Informationssysteme GmbH and Theseus Vermögensverwaltungsgesell-schaft mbH shall take effect retroac-tively as of 1 January 2002, except withrespect to the right of Allianz AG toissue instructions to the managementof the Controlled Company thereunder.The agreements with Allianz GlobusMAT Versicherungs-AG and AllianzFinanzbeteiligungsgesellschaft mbHshall take effect retroactively as of1 January 2001, except, in the case ofthe agreement with Allianz Globus MATVersicherungs-AG, with respect to theright of Allianz AG to issue instructionsto the management of the ControlledCompany thereunder.

The agreement with Allianz Globus MATVersicherungs-AG contains supplementalprovisions. A Control Agreement hasbeen in effect between this company and Allianz AG since 1965, which shall be replaced by the new agreement. Furthermore, Allianz Globus MAT Ver-sicherungs-AG is subject to regulation bythe Federal Supervisory Office for the

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extent that such reserves are permittedby the German commercial law and areeconomically indicated by reasonablebusiness judgement. Disposable re-serves (other earnings reserves underSec. 272 par. 3 of the Commercial Codeand capital reserves from additionalpaid in capital under Sec. 272 par. 2No. 4 of the Commercial Code) thatwere established during the term of theProfit Transfer Agreements must beliquidated upon request by Allianz AGand shall be offset against any year’snet loss or shall be transferred as profit.The transfer of amounts from theliquidation of capital reserves and profitreserves established before the respec-tive agreement was entered into is notpermissible.

• Allianz AG is obligated under Sec. 302pars. 1 and 3 of the German StockCorporation Act to compensate the netloss of the Controlled Companies inany year, to the extent that the loss isnot be compensated by transferringfunds from disposable reserves whichwere established during the term of the agreement.

• The agreements may be terminated by any party thereto with effect from31 December 2006, except for theagreements between Allianz AG andAllianz Globus MAT Versicherungs-AGas well as Allianz AG and Allianz Finanz-beteiligungsgesellschaft mbH, whichmay be terminated with effect from

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Insurance Industry (Bundesaufsichtsamtfür das Versicherungswesen), which hasestablished principles applicable to con-trol and profit transfer agreements withinsurance companies that must beobserved in this instance. Therefore, theenterprise agreement between AllianzGlobus MAT Versicherungs-AG andAllianz AG contains the following addi-tional material provisions:

• The Board of Management of AllianzGlobus MAT Versicherungs-AG shall act independently with respect to com-pliance with the rules and regulationsstipulated by law and by the supervi-sory authority. Allianz AG will thereforeabstain from giving any instructionswhich, if adhered to, would under anobjective assessment adversely affectthe interests of the insured persons orthe long-term performance under itsinsurance contracts.

• Transfers of amounts into profit reservesshall not require the approval of AllianzAG to the extent that they are neces-sary to comply with statutory solvabilityrequirements.

• Profits may be transferred and dispos-able reserves liquidated only to theextent that Allianz Globus MAT Ver-sicherungs-AG retains equity in anamount at least equal to that requiredunder the applicable statutory solv-ability rules.

• Upon registration with the commercialregister, the Control and Profit TransferAgreement will replace the ControlAgreement between Allianz AG andAllianz Globus MAT Versicherungs-AGdated December 2/9, 1965.

The shareholders’ meetings of AllianzDresdner Pension Consult GmbH, AllianzFinanzbeteiligungs GmbH, IDS GmbH –Analysis and Reporting Services, METAFinanz-Informationssysteme GmbH, and Theseus Vermögensverwaltungs-gesellschaft mbH, as well as the GeneralMeeting of Allianz Globus MAT Ver-sicherungs-AG, have approved therespective enterprise agreements, andsuch approval has been notarized.Approval by the shareholders’ meeting ofAllianz Immobilien GmbH is scheduledfor 13 May 2002.

At the time when the relevant agreementswere concluded and the Controlled Com-panies’ shareholders’ meeting or theGeneral Meeting, respectively, approvedsuch agreements, these ControlledCompanies had no outside shareholders.Therefore, Allianz AG does not have to pay compensation or consideration to any outside shareholders.

Agenda

• for Allianz Immobilien GmbHadditionally:the Financial Statements of AllianzImmobilien GmbH (previously “AllianzGrundstücks-GmbH”) for the fiscalyears 1998, 1999, and 2000, as well asthe prepared Financial Statement forthe fiscal year 2001;

• for IDS GmbH – Analysis and Reporting Services additionally:the Financial Statement of IDS GmbH –Analysis and Reporting Services (previously “Argos Vermögens-verwaltungsgesellschaft mbH“) for its first fiscal year 2001;

• for META Finanz-InformationssystemeGmbH additionally:the Financial Statements of METAFinanz-Informationssysteme GmbH for the past three fiscal years;

• for Theseus Vermögensverwaltungs-gesellschaft mbH additionally:the Financial Statements of TheseusVermögensverwaltungsgesellschaftmbH for the past three fiscal years;

• for Allianz Finanzbeteiligungs-gesellschaft mbH additionally:the Financial Statements of AllianzFinanzbeteiligungsgesellschaft mbH(previously “Priapos Vermögens-verwaltungsgesellschaft mbH“) for the past three fiscal years.

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The following documents are availablefor inspection by the shareholders at thepremises of Allianz AG, Koeniginstrasse 28,80802 Munich, as well as at the businesspremises of the respective ControlledCompany:

• the respective inter-company agree-ment;

• the respective joint report of the Boardof Management of Allianz AG and the management of the respectiveControlled Company;

• Financial Statements and ManagementReports of Allianz AG for the past threefiscal years;

• for Allianz Globus MAT Versicherungs-AG additionally:the Financial Statements and Manage-ment Reports of Allianz Globus MATVersicherungs-AG for the past threefiscal years;

• for Allianz Dresdner Pension ConsultGmbH additionally:the Financial Statement of AllianzDresdner Pension Consult GmbH (previously “Peneios Vermögens-verwaltungsgesellschaft mbH“) for its first fiscal year 2001;

Agenda/Participation in the Annual General Meeting16

Participation in the Annual GeneralMeetingShareholders may participate in theAnnual General Meeting and exercisetheir voting rights – personally or byproxy – if they give notice to the Board of Management of the Company byWednesday, 5 June 2002, either inwriting to

Allianz AGAnnual General Meeting 2002c/o ADEUS Aktienregister-Service-GmbH60215 Frankfurt Germany

or according to the procedure defined by the Company via internet(www.allianz.com/agm), provided therespective shares are registered in theShare Register. For purposes of deter-mining participation and voting rights,the status of the Share Register as of5 June 2002 shall be decisive. Personsentitled to participate will be providedwith admission tickets.

Shareholders registered in the Share Register may also exercise their votingright through a representative, e. g. acredit institution or a shareholders’ asso-ciation. In such case, the representativemust itself notify the Board of Manage-ment of its attendance or the shareholdermust do so in time. Proxies to privatepersons can be granted in writing only.

Upon request, each shareholder willreceive promptly a copy of these docu-ments free of charge. The agreementsand the joint reports by the Board ofManagement of Allianz AG and themanagement of the respective ControlledCompany are also available on the internet (www.allianz.com/agm) in theGerman language. The documents willalso be available for inspection at theAnnual General Meeting of Allianz AG.

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As a special service, we also offer to allour shareholders at this year’s AnnualGeneral Meeting the option to vote byproxy through persons appointed by theCompany. The persons appointed by theCompany can be authorized in writingwith the form submitted to the share-holders or via internet (www.allianz.com/agm) under the procedure defined bythe Company. The persons appointed by the Company will vote solely on thebasis of the instructions given by theshareholder.

Shareholders wishing to use the internetto order admission tickets or to authorizethe persons appointed by the Companywill need their Shareholder Number andthe respective Access Code for theAnnual General Meeting. These data willbe mailed, by ordinary mail, to all share-holders who are registered in the ShareRegister.

Credit institutions which are listed in theShare Register but do not hold title tothese shares may exercise the votingrights pertaining thereto only by proxy ofthe shareholder.

Queries and proposals by shareholdersregarding the Annual General Meeting,including countermotions, should beaddressed exclusively to

Allianz AGInvestor RelationsKoeniginstrasse 2880802 Munich Germany(Fax + 49.89.38 00-38 99)

or via e-mail to

investor.relations@allianz.com

Queries and proposals addressed other-wise will not be taken into consideration.

Our shareholders are offered thepossibility to watch the Annual GeneralMeeting in its entirety live via internet(www.allianz.com/agm). To do so, share-holders need to enter their ShareholderNumber and the respective Access Code.A recording will not be made. TheChairman of the Board of Management’sspeech will be accessible by anyone liveon the internet (www.allianz.com/agm)and will also be available as a recordingafter the Annual General Meeting.

Further details on registration, grantingof proxy, and internet transmission of the Annual General Meeting are providedwith the documents sent to the share-holders.

Munich, April 2002The Board of Management

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The Board of Management’s report tothe Annual General Meeting regardingItem 6 of the Agenda pursuant toSec. 71 par. 1 No. 8 in conjunction withSec. 186 par. 4 sentence 2 and Sec. 186par. 3 sentence 4 of the German StockCorporation Act (exclusion of pre-emptive rights in the disposal of Companyshares)

At previous Annual General Meetings,Allianz AG adopted resolutions authoriz-ing the Board of Management to repur-chase, and subsequently dispose of,Company shares, the most recent suchauthorization expiring on 31 December2002. The authorization therefore shouldbe renewed.

Item 6 would authorize the Company torepurchase, directly or through controlledor majority-owned companies, or throughother third parties acting for their accountor on the account of the Company, Company shares totalling up to 10% ofthe current capital stock of Allianz AGuntil 11 December 2003.

Pursuant to Sec. 71 par. 1 No. 8 of theGerman Stock Corporation Act, theshares may also be repurchased and sold in other ways than via the stockexchange. The authorization makes useof this option.

In addition to buying on the stock ex-change, the Company shall also be giventhe alternative to acquire Company

shares by a tender offer to the share-holders of the Company or by making apublic invitation to tender shares. Theprinciple of equal treatment set forth bythe German Stock Corporation Act mustthereby be observed. In this instance, theaddressees of the offer may decide howmany shares they wish to tender and, if aprice range has been fixed, at what price.If the tender offer is oversubscribed or, in the case of a public invitation to tendershares, not all equivalent offers can beaccepted, the shares shall be repurchasedon a pro-rata basis. It shall, however, be permissible to provide for preferredtreatment of small offers or of small frac-tions of offers of up to 100 shares pershareholder. This procedure is intendedto prevent fractional amounts in thedetermination of quotas to be acquired,and fractions of shares, thus facilitatingtechnical settlement of the offer. Theprice offered per share, or the high andlow ends of the price range (excludingincidental costs), may not be more than20% higher or lower than the closingprice at the XETRA-trade (or a compara-ble succeeding system) on the thirdtrading day prior to the public announce-ment of the tender offer, or the invitationto tender shares. Should the share pricedeviate materially from the applicableprice after the public announcement ofthe tender offer, or the invitation totender shares, the price may alternativelybe determined by the share price on the third trading day prior to the publicannouncement of a potential adjustment.

The Board of Management’s report to the Annual General Meeting regarding Item 6

used in the particular market segmentand being as close to XETRA as possible)on the third trading day prior to the pub-lic announcement of the tender offer or the invitation to tender shares. Shouldthese share prices deviate materiallyfrom the applicable price after the publicannouncement of the tender offer or theinvitation to tender shares, the price mayalternatively be determined by the shareprice on the third trading day prior to the public announcement of a potentialadjustment. The tender offer or the invitation to tender shares may stipulatefurther conditions.

Treasury shares acquired within thescope of this authorization may be used for any lawful purpose, includingthe following:

The disposal of treasury shares may alsobe made for contributions in kind, withpre-emptive rights being excluded. As aresult, the Company will be enabled tooffer its own shares as consideration in a merger or for the acquisition of a com-pany, part of a company or a stake in a company. This type of consideration isoften required by the selling party insuch transactions. The proposed authori-zation provides the Company with theleeway necessary to quickly and flexiblyexercise market opportunities to acquirecompanies, parts of companies or stakesin companies on domestic or interna-tional markets. The proposed exclusionof pre-emptive rights acknowledges

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The tender offer or the invitation totender shares may stipulate further con-ditions.

The Company shall also be given theoption to offer as consideration sharesthat have been admitted to official trad-ing or to a regulated market at a domes-tic stock exchange (including the NeuerMarkt) or to a regulated market withinthe meaning of Art. 1 No. 13 of the Directive 93/22/EEC of the Council datedMay 10, 1993 on securities services (OJ EC No. L 141 page 27) in anothercountry of the European Economic Area.Therefore, the Company has more flexi-bility than if it were restricted to cashoffers. At the same time, the Companyobtains the opportunity to dispose ofsome of its shareholdings. Correspond-ingly, shareholders can exchange theirshares in Allianz AG for shares in thosecompanies in whole or in part. A specificexchange ratio may be stipulated or maybe determined by way of an auction.Cash consideration may supplement thedelivery of exchange shares or be usedto settle fractional amounts. The ratiodetermined for the exchange or the highand low ends of a range may not be 20%higher or lower than the representativevalue of a share in Allianz AG. The valueof the shares of Allianz AG and anyshares offered in exchange therefor is tobe determined based on the closingprice at the XETRA-trade (or, if therespective shares are not traded in theXETRA-trading system, the trading system

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these facts. When determining the valua-tion ratios, the Board of Management will ensure adequate protection of the interests of the shareholders. As ageneral rule, the Board of Managementwill assess the value of the shares offered as consideration based on thestock exchange price of the Allianzshares. A fixed link to an stock exchangeprice is, however, not intended, so toavoid having the results of prior nego-tiations challenged due to fluctuations inshare prices. Allianz AG may use, at itsdiscretion, the Authorized Capital 2001/Iapproved by the Annual General Meetingon 11 July 2001, for the acquisition of a companies, parts of companies orstakes in companies. In deciding on themethod of obtaining shares to be used to finance such transactions, the Board of Management will be guided solely by the interests of the shareholders and the Company.

The proposed resolution also includesthe authorization to resell treasury sharesother than via the stock exchange forcash consideration, with an exclusion ofpre-emptive rights. These shares must,however, be sold at a price that is, at thetime of the sale, not substantially belowthe stock exchange price of shares of thesame class of the Company. This authori-zation makes use of the exclusion of pre-emptive rights provided for by Sec. 71par. 1 No. 8 in conjunction with Sec. 186par. 3 sentence 4 of the German StockCorporation Act. The requisite protection

of shareholders against dilution is provid-ed for by the provision that the sharesare to be sold only at a price not sub-stantially below the applicable stockexchange price. The final sales price ofthe Company’s treasury shares will bedetermined shortly before the sale. TheBoard of Management will assess anydiscount on the stock exchange price aslow as possible, giving consideration tomarket conditions prevailing at the timeof placement. The discount on the stockexchange price will in no event exceed5% of the current stock exchange price.This authorization is, however, restrictedpursuant to Sec. 186 par. 3 sentence 4 of the German Stock Corporation Act tothe effect that the total number of sharesissued under exclusion of pre-emptiverights shall not exceed 10% of the capitalstock of Allianz AG, either at the timewhen this authorization takes effect orwhen it is exercised. In determining thislimitation to 10% of the capital stock ofAllianz AG, any shares must be includedthat are issued on the basis of either anauthorization to issue new shares fromauthorized capital, excluding pre-emptiverights pursuant to Sec. 186 par. 3 sen-tence 4 of the German Stock CorporationAct, that is in effect at the time of thisauthorization taking effect, or a subse-quent authorization replacing such exist-ing authorization. Furthermore, sharesrequired to meet obligations arising frombonds carrying conversion and/or optionrights must also be included in determin-ing this limitation to 10% of the capital

The Board of Management’s report to the Annual General Meeting regarding Item 6

the listing on other exchanges shall notbe more than 5% lower than the closingprice at the XETRA-trade (or a com-parable succeeding system) on the last trading day prior to the introduction(excluding incidental costs).

The Annual General Meeting held on11 July 2001 authorized the issuance ofbonds carrying convertible and/or optionrights for cash contribution or contri-bution in kind (Item 7). To meet theresulting obligations to deliver shares itmay sometimes be advisable to use, inwhole or in part, treasury shares ratherthan increasing the capital stock ofAllianz AG. This is also provided for bythe authorization.

Finally, the authorization allows for thepartial exclusion of pre-emptive rights inthe case of a sale of shares by offeringthem to all shareholders for the benefitof holders of bonds carrying conversionand/or option rights. This offers theoption to grant holders of already exist-ing conversion and/or option rights apre-emptive right instead of a reductionof the option and/or conversion price inorder to protect them against dilution.

The aforementioned possibilities to makeuse of Company shares do not pertainonly to shares purchased on the basis ofthis authorization. Rather, the authoriza-tion also applies to shares acquired onthe basis of authorizations pursuant toSec. 71 par. 1 No. 8 of the German Stock

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stock of Allianz AG, if these bonds wereissued or are to be issued excluding pre-emptive rights pursuant to Sec. 186 par. 3sentence 4 of the German Stock Corpora-tion Act on the basis of either an authori-zation that is in effect at the time of thisauthorization taking effect, or a subse-quent authorization replacing such exist-ing authorization. This limitation, and thefact that the sales price must be based on the stock exchange price, adequatelyprotect the economic and voting rights of the shareholders. The shareholdershave the option to maintain the percent-age of their interest by buying Allianzshares on the stock market. This authori-zation is in the interest of the Companybecause it provides it with more flexibility.It enables the Company, in particular, totarget the issuance of shares to businesspartners or financial investors.

The authorization is also intended to en-able the Company to use its own sharesin connection with the listing on foreignexchanges where it is not yet listed.Allianz AG faces strong competition onthe international financial markets. It is ofgreat importance to the future businessdevelopment to be in a position to raiseequity on the market at reasonableconditions at any given time. The listingof Allianz shares on foreign exchangesserves this purpose, because it widensthe shareholder base abroad and en-hances the demand for the shares as aninvestment. The price at which theseshares may be offered in connection with

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Corporation Act adopted by previousAnnual General Meetings, and sharesacquired pursuant to Sec. 71 d sentence5 of the German Stock Corporation Act. It is beneficial and creates further flexi-bility to use these treasury shares in thesame way as those acquired on the basisof this authorization.

The Company may redeem Companyshares acquired on the basis of thisauthorization and previous authorizationswithout obtaining another resolution bythe Annual General Meeting.

The Board of Management will advisenext year’s Annual General Meeting onthe use of this authorization.

Munich, April 2002The Board of Management

The Board of Management’s report to the Annual General Meeting regarding Item 6

The following credit institutions werepart of the consortium which sub-scribed to the most recent issuance of securities of Allianz AG within thepast five years:

Bayerische Hypo- und Vereinsbank AGCitibank International plcDeutsche Bank AG LondonDresdner Bank AktiengesellschaftUBS AG

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Notice according to Sec. 128 par. 2 of the German Stock Corporation Act

Members of the Supervisory Board of Allianz AG are members of theBoard of Management or members ofstaff of the following credit institutions:

Bayerische Hypo- und Vereinsbank AGDresdner Bank AG

Members of the Board of Managementof Allianz AG are members of theSupervisory Board of the followingdomestic credit institutions:

Allianz Vermögensbank AG (intra-group mandate)Deutsche Hypothekenbank Frankfurt-Hamburg AG (intra-group mandate)Dresdner Bank AG (intra-group mandate)

The following credit institutions holdan interest in Allianz AG subject to an obligation to notification pursuantto Sec. 21 of the German SecuritiesTrading Act:

Deutsche Bank AGDresdner Bank AGBayerische Hypo- und Vereinsbank AG

Notice according to Sec. 128 par. 2 of the German Stock Corporation Act

Information on Item 7 of the Annual General Meeting’s Agenda24

Information on Item 7 of the AnnualGeneral Meeting’s Agenda:Elections to the Supervisory Board

List of Further Offices Held:

Dr. Gerhard Cromme, Dusseldorf,Chairman of the Supervisory Board ofThyssenKrupp AG

Membership in domestic SupervisoryBoards required to be established by law:

Deutsche Lufthansa AGE.ON AGRuhrgas AGThyssenKrupp AG (Chairman)Volkswagen AG

Membership in comparable supervisorybodies:

Suez S.A.Thales S.A.

Dr. Bernd W. Voss, KronbergMember of the Supervisory Board ofDresdner Bank AG

Membership in domestic SupervisoryBoards required to be established by law:

Continental AGDresdner Bank AGE.ON AGKARSTADT QUELLE AGOldenburgische Landesbank AG (Chairman)Preussag AGQuelle AGWacker Chemie GmbH

Membership in comparable supervisorybodies:

Reuschel & Co. (Chairman)ABB Ltd., Schweiz

Substitute Members:

Dr. jur. Uwe Haasen, Munich,former member of the Board of Manage-ment of Allianz Aktiengesellschaft

No further offices held

Ernst Wunderlich, Grünwald,former member of the Board of Manage-ment of Allianz Aktiengesellschaft

Membership in domestic SupervisoryBoards required to be established by law:

Madaus AG, CologneSteag Electronic Systems AG, Essen

Disclaimer

Only the German version of this docu-ment is legally binding on Allianz AG andits directors, managers and employees.Every effort was made to assure theaccuracy of this translation, which is provided to you as a courtesy and forinformational purposes only. No warranty is made as to its completeness and accuracy and Allianz AG, its directors,managers and employees waive all liability with respect hereto.

A German version of this document maybe downloaded at www.allianz.com/agmor may be obtained by contacting theAllianz Infoline at + 49.18 02.2 55 42 69.

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