SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For April 30, 2003
Commission File Number: 1-15154
ALLIANZ AKTIENGESELLSCHAFT
Koeniginstrasse 28
80802 Munich
Germany
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13462) OF ALLIANZ
AKTIENGESELLSCHAFT AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
The Annual General Meeting for 2003 at Allianz AG voted on the resolutions
proposed by the Supervisory Board and the Board of Management and approved all
proposals with a significant majority.
The dividend will remain, as expected, at 1.50 euros for each Allianz share. A
large majority also voted to approve the actions of the members of the Board of
Management and Supervisory Board.
New elections to the Supervisory Board
The shareholders elected the following new candidates to the Supervisory Board:
* Dr. Wulf H. Bernotat, Chairman of the Board of Management of E.ON AG from May
1, 2003
* Dr. Renate Kocher, head of the Institute for Demoscopy, Allensbach
* Dr. Henning Schulte-Noelle, Chairman of the Board of Management of Allianz AG
until April 29, 2003.
The following Members of the Supervisory Board were reelected:
* Dr. Diethart Breipohl, former Member of the Board of Management of Allianz AG
* Bertrand Collomb, President Directeur General at Lafarge
* Dr. Gerhard Cromme, Chairman of the Supervisory Board of ThyssenKrupp AG
* Jurgen Dormann, President of the Administrative Council and Chairman of Group
Management at ABB Ltd.
* Dr. Manfred Schneider, Chairman of the Supervisory Board of Bayer AG
* Dr. Hermann Scholl, Chairman of the Executive Management of Robert Bosch GmbH
* Jurgen E. Schrempp, Chairman of the Board of Management of DaimlerChrysler AG
Dr. Albrecht Schafer, general counsel at Siemens AG and Dr. Jurgen Than, general
counsel at Dresdner Bank AG, were elected deputy members. Dr. Klaus Liesen, Dr.
Uwe Haasen and Dr. Bernd W. Voss resigned from the Supervisory Board.
Other Members of the Supervisory Board
The employees of the Allianz Group in Germany elected the following as their
representatives:
Representatives of employees
* Norbert Blix, Allianz Versicherungs-AG Hamburg
* Claudia Eggert-Lehmann, Dresdner Bank AG Dortmund
* Peter Haimerl, Dresdner Bank AG Munich
* Frank Ley, Allianz Lebensversicherungs-AG, Stuttgart
* Sultan Salam, Dresdner Bank AG Head Office
* Margit Schoffer, Dresdner Bank AG Aalen
As representative of senior employees ("Leitende Angestellte")
* Herbert Pfennig, Dresdner Bank AG Stuttgart
As labor union representatives
* Hinrich Feddersen, Verdi
* Prof. Dr. Rudolf Hickel, Verdi
* Karl Neumeier, DHV
New authorized capital
The "Authorized Capital 2001/I" already approved by the Annual General Meeting
in 2001 was used fully in the current capital increase. The instrument of
authorized unissued capital gives companies the option of issuing new shares
without delay and independently of the annual cycle of the annual general
meeting. The company also requires this scope if there is no current need for a
capital increase. The shareholders therefore decided to approve the creation of
new Authorized Capital 2003/II with a total value of up to 300 million euros.
The Annual General Meeting also voted to renew the Authorized Capital 1998, that
is due to expire on July 7, 2003. The authorized capital serves to protect
against dilution caused by bonds carrying conversion or option rights that might
be issued in the future.
Those eligible to vote have also voted in favor of renewing authorizations to
acquire company shares for trading and other purposes. This in particular allows
Dresdner Bank AG, which is part of the Allianz Group, to trade in Allianz
shares.
Additional changes to the Articles of Association
The shareholders also voted in favor of the new regulation governing
remuneration for members of the Supervisory Board. These implement the
appropriate recommendations of the German Corporate Governance Codex. The
shareholders also decided for the additional changes to the Articles of
Association, which adapt them to new German legislation, especially the
Transparency and Publicity Law, and clarify existing provisions. Finally, a vote
was passed in favor of the control and profit transfer agreements between
Allianz AG and various controlled enterprises. The Annual General Meeting
approved all the resolutions by a majority of more than 90 percent, almost 40
percent of the equity capital being represented. The Annual General Meeting
rejected counterproposals submitted by individual shareholders by a large
majority.
Cautionary Note Regarding Forward-Looking Statements:
Certain of the statements contained herein may be statements of future
expectations and other forward-looking statements that are based on management's
current views and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in such statements. In addition to
statements which are forward-looking by reason of context, the words `may, will,
should, expects, plans, intends, anticipates, believes, estimates, predicts,
potential, or continue' and similar expressions identify forward-looking
statements. Actual results, performance or events may differ materially from
those in such statements due to, without limitation, (i) general economic
conditions, including in particular economic conditions in the Allianz Group's
core business and core markets, (ii) performance of financial markets, including
emerging markets, (iii) the frequency and severity of insured loss events, (iv)
mortality and morbidity levels and trends, (v) persistency levels, (vi) the
extent of credit defaults (vii) interest rate levels, (viii) currency exchange
rates including the Euro-U.S. Dollar exchange rate, (ix) changing levels of
competition, (x) changes in laws and regulations, including monetary convergence
and the European Monetary Union, (xi) changes in the policies of central banks
and/or foreign governments, (xii) the impact of acquisitions, including related
integration issues, (xiii) reorganization measures and (xiv) general competitive
factors, in each case on a local, regional, national and/or global basis. Many
of these factors may be more likely to occur, or more pronounced, as a result of
terrorist activities and their consequences.
The matters discussed herein may also involve risks and uncertainties
described from time to time in Allianz AG's filings with the U.S. Securities and
Exchange Commission. The company assumes no obligation to update any
forward-looking information contained herein.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLIANZ AKTIENGESELLSCHAFT
By: /s/ Dr. Reinhard Preusche
-----------------------------------------
Dr. Reinhard Preusche
Group Compliance
By: /s/ Dr. Giovanni Salerno
-----------------------------------------
Dr. Giovanni Salerno
Group Compliance
Date: April 30, 2003