Obligation Allians 0% ( DE000A180B72 ) en EUR

Allians

100 % ▼

Pays-Bas

DE000A180B72 ( en EUR )

21/04/2020 - Obligation échue

Prospectus brochure de l'obligation Allianz DE000A180B72 en EUR 0%, échue

100 000 EUR

750 000 000 EUR

Allianz est une multinationale allemande leader mondial des services financiers, spécialisée dans l'assurance et la gestion d'actifs.

L'Obligation émise par Allians ( Pays-Bas ) , en EUR, avec le code ISIN DE000A180B72, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/04/2020

Base Prospectus dated 14 April 2021
This document constitutes three base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 (the "Prospectus Regulation") (i) the base prospectus of Al ianz SE, Munich, Germany, in respect of non-equity
securities within the meaning of Art. 2(c) of the Prospectus Regulation ("Non-Equity Securities"), (ii) the base prospectus of Al ianz Finance I B.V.,
Amsterdam, The Netherlands, in respect of Non-Equity Securities and (i i) the base prospectus of Al ianz Finance III B.V., Amsterdam, The
Netherlands, in respect of Non-Equity Securities.
ALLIANZ SE
(incorporated in Munich, Germany, as a European Company (Societas Europaea SE))
as Issuer
and, in respect of Notes issued by Allianz Finance II B.V. or Al ianz Finance III B.V., as Guarantor
ALLIANZ FINANCE II B.V.
(incorporated in Amsterdam, The Netherlands, with limited liability)
as Issuer
ALLIANZ FINANCE III B.V.
(incorporated in Amsterdam, The Netherlands, with limited liability)
as Issuer

EUR 30,000,000,000 Debt Issuance Programme

Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus"), Al ianz SE, Allianz Finance II
B.V. and Allianz Finance I I B.V. (each an "Issuer" and together the "Issuers"), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue unsubordinated bearer notes in a minimum denomination of EUR 1,000 per Note (together the "Notes").
The payments of al amounts due in respect of Notes issued by Allianz Finance I B.V. and Allianz Finance I I B.V. will be unconditionally and
irrevocably guaranteed by Allianz SE (the "Guarantor"). The aggregate principal amount of Notes issued under the Debt Issuance Programme
described in this Base Prospectus (the "Programme") outstanding will not at any time exceed EUR 30,000,000,000 (or the equivalent in other
currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices and maturities of the Notes
and all other terms and conditions which are applicable to a particular Tranche of Notes (each term as defined below, see "General description
of the Programme") will be set out in the document containing the final terms (each "Final Terms") within the meaning of Art. 8(4) of the
Prospectus Regulation.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as competent
authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation and gives no undertakings as to the economic and financial soundness
of the transaction or the quality or solvency of the Issuers or the Guarantor (if any) in line with the provisions of article 6(4) of the Luxembourg act
relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16 July 2019 (the "Luxembourg Prospectus
Law"). Such approval should not be considered as an endorsement of the Issuers or of the quality of the Notes that are the subject of this Base
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Each Issuer may request the CSSF to provide competent authorities in host member states within the European Economic Area with a certificate
of approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Regulation.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official list of the
Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market "Bourse
de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU (as amended, "MiFID II"). However, Notes may be listed on any other stock exchange or may be unlisted as
specified in the relevant Final Terms.
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This Base Prospectus and any supplement to this Base Prospectus will be published in electronic form together with all documents incorporated
by reference on the website of the Luxembourg Stock Exchange ("www.bourse.lu"). This Base Prospectus is valid for a period of twelve months
after its approval. The validity ends upon expiration of 14 April 2022. The obligation to supplement this Base Prospectus in the event of significant
new factors, material mistakes or material inaccuracies does not apply when this Base Prospectus is no longer valid.
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or
solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to certain
exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that
they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Investing in the Notes
involves certain risks. Please review the section entitled "Risk Factors" beginning on page 9 of this Base Prospectus.
Arranger
Commerzbank
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RESPONSIBILITY STATEMENT
Allianz SE ("Allianz" and, together with its consolidated subsidiaries, "Allianz Group" or, in connection with Notes issued by Allianz Finance I B.V.
and Allianz Finance I I B.V., the "Guarantor") with its registered office in Munich, Germany, Al ianz Finance II B.V. with its registered office in
Amsterdam, The Netherlands and Allianz Finance III B.V. with its registered office in Amsterdam, The Netherlands (each an "Issuer" and together
the "Issuers") accept responsibility for the information contained in and incorporated by reference into this Base Prospectus and for the
information which wil be contained in the Final Terms.
Each Issuer hereby declares that to the best of its knowledge the information contained in this Base Prospectus for which it is responsible is in
accordance with the facts and that this Base Prospectus makes no omission likely to affect its import.
NOTICE
This Base Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated
herein by reference (see "Documents Incorporated by Reference" below). Ful information on the Issuers and any Tranche of Notes is only available
on the basis of the combination of the Base Prospectus, any supplement thereto and the relevant Final Terms.
No person has been authorized to give any information or to make any representation other than those contained in this Base Prospectus in
connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been
authorized by the Issuers, the Arranger or any Dealer (as defined in "General Description of the Programme").
Neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuers, is responsible for the
information contained in this Base Prospectus or any supplement thereto, or any Final Terms or any other document incorporated herein by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility
for the accuracy and completeness of the information contained in any of these documents.
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shal , under any circumstances, create any implication that
there has been no change in the affairs of the Issuers since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuers since the date hereof or the date upon which this
Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus, any supplement thereto and the offering or sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Base Prospectus comes are required by the Issuers, the Arranger and the relevant Dealer(s) to inform
themselves about and to observe any such restriction.
The Notes and the Guarantee have not been and wil not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will be issued in bearer form and are
subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, any U.S. person. The term "U.S. person" has the meaning ascribed to it in Regulation S under the Securities Act
("Regulation S") and the U.S. Internal Revenue Code of 1986, as amended (the "Code") and regulations thereunder. The Notes are being offered
and sold outside the United States to non-U.S. persons pursuant to Regulation S and may not be legally or beneficially owned at any time by any
U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and
Sale Sel ing Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuers or any Dealer that any recipient of this Base Prospectus or any Final
Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuers.
The language of the Base Prospectus except for the form of terms and conditions of the Notes (the "Terms and Conditions") is English. The
binding language of the terms and conditions of each Series of Notes will be specified in the respective Final Terms.
The information on any website referred to in this Base Prospectus does not form part of the Base Prospectus and has not been scrutinized or
approved by the CSSF unless that information is incorporated by reference into the Base Prospectus.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID I Product Governance" which wil outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive
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2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated
Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a manufacturer for the purpose of the MiFID
Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID I ; (i ) a customer within the meaning of Directive 2016/97/EU as amended (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Regulation. Where such a Prohibition of Sales to EEA Retail Investors is included in the Final Terms, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling such Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRI Ps Regulation.
UK PRIIPS REGULATION / UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the
"FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Where
such a Prohibition of Sales to UK Retail Investors is included in the Final Terms, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE
(THE "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under floating rate notes issued under this Programme are calculated by reference to EURIBOR (Euro Interbank
Offered Rate) which is provided by the European Money Markets Institute (EMMI). As at the date of this Base Prospectus, EMMI appears on the
register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (ESMA) pursuant to
4

Article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016, as amended ("Benchmark
Regulation").
STABILIZATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named as stabilizing manager(s) in the
applicable Final Terms (or persons acting on behalf of a stabilizing manager) may over-allot Notes or effect transactions with a view to
supporting the price of the Notes at a level higher than that which might otherwise prevail. However, stabilization may not necessarily occur. Any
stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of
Notes and 60 days after the date of the al otment of the relevant Tranche of Notes. Any stabilization action or over-allotment must be conducted
by the relevant stabilizing manager(s) (or person(s) acting on behalf of any stabilizing manager(s)) in accordance with all applicable laws and
rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not relate to historical
facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable. These
forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend",
"may", "plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Base Prospectus containing information on future earning capacity, plans and expectations regarding Allianz Group's business
and management, its growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the Issuers make to the best of their
present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results,
including Al ianz Group's financial condition and results of operations, to differ material y from and be worse than results that have expressly or
implicitly been assumed or described in these forward-looking statements. Al ianz Group's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Base Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Base Prospectus: "Risk Factors" and "Description of Al ianz SE and Allianz
Group". These sections include more detailed descriptions of factors that might have an impact on Allianz Group's business and the markets in
which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not occur. In addition, neither the Issuers
nor the Dealers assume any obligation, except as required by law, to update any forward-looking statement or to conform these forward-looking
statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
Certain financial measures presented in this Base Prospectus and in the documents incorporated by reference are not recognized financial
measures under International Financial Reporting Standards as adopted by the European Union ("IFRS") ("Alternative Performance Measures")
and may therefore not be considered as an alternative to the financial measures defined in the accounting standards in accordance with
general y accepted accounting principles. The Alternative Performance Measures are intended to supplement investors' understanding of the
Issuers' financial information by providing measures which investors, financial analysts and management use to help evaluate the Issuers'
financial leverage and operating performance. Special items which the Issuer does not believe to be indicative of on-going business performance
are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis.
Definitions of these Alternative Performance Measures may not be comparable to similar definitions used by other companies and are not a
substitute for similar measures according to IFRS. For more information, see the section "Alternative Performance Measures" below.

5

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................................................................................................7
RISK FACTORS..........................................................................................................................................................................................................................................9
ISSUE PROCEDURES ........................................................................................................................................................................................................................... 24
PROGRAMME TERMS AND CONDITIONS OF THE NOTES ................................................................................................................................................. 26
FORM OF FINAL TERMS ................................................................................................................................................................................................................. 108
DESCRIPTION OF ALLIANZ SE AND ALLIANZ GROUP ....................................................................................................................................................... 128
DESCRIPTION OF ALLIANZ FINANCE II B.V............................................................................................................................................................................ 154
DESCRIPTION OF ALLIANZ FINANCE III B.V. ......................................................................................................................................................................... 157
DESCRIPTION OF THE GUARANTEE WITH RESPECT TO ALLIANZ FINANCE II B.V. ............................................................................................... 160
DESCRIPTION OF THE GUARANTEE WITH RESPECT TO ALLIANZ FINANCE III B.V. ............................................................................................. 163
USE OF PROCEEDS ........................................................................................................................................................................................................................... 166
TAXATION WARNING ..................................................................................................................................................................................................................... 167
SUBSCRIPTION AND SALE ............................................................................................................................................................................................................ 168
GENERAL INFORMATION .............................................................................................................................................................................................................. 173
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................................................................................................. 175
NAMES AND ADDRESSES .............................................................................................................................................................................................................. 180

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GENERAL DESCRIPTION OF THE PROGRAMME
GENERAL
Under the Programme, Al ianz SE, Allianz Finance II B.V. and Al ianz Finance III B.V., subject to compliance with al relevant laws, regulations and
directives, may from time to time issue notes (the "Notes") to one or more Dealers. Each of the Issuers and Guarantor (as applicable) may from
time to time appoint any institution as a Dealer in relation to a single Tranche. References in this Base Prospectus to "Dealer(s)" means, in relation
to any Tranche, each person who is appointed as a Dealer under the Programme Agreement.
Commerzbank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
Deutsche Bank Aktiengesel schaft will act as fiscal agent (the "Fiscal Agent") and paying agent (the "Paying Agent").
Deutsche Bank Luxembourg S.A. will act as Luxembourg listing agent (the "Luxembourg Listing Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed EUR 30,000,000,000 (or its
equivalent in any other currency) (the "Programme Limit"). The Issuers may increase the Programme Limit in accordance with the terms of the
Programme Agreement (as defined herein) from time to time.
PROSPECTUS
Notes issued under the Programme may be issued either: (1) pursuant to this Base Prospectus and associated Final Terms; or (2) pursuant to a
Specific Prospectus (as defined below); or (3) in relation to Notes not publicly offered in, and not admitted to trading on a regulated market of,
any member state of the European Economic Area, in such form as agreed between the relevant Issuer, the relevant Dealer(s) and, if relevant for
the Fiscal Agent, the Fiscal Agent.
"Specific Prospectus" means any prospectus prepared by an Issuer in relation to Notes issued under the Programme and having terms not
contemplated by the Base Prospectus as Option I or Option II, which may incorporate by reference certain parts of the Base Prospectus and
which constitutes a prospectus for the purposes of Article 6(3) of the Prospectus Regulation, including any documents which are from time to time
incorporated by reference in the Specific Prospectus, as such Specific Prospectus is amended, supplemented or replaced from time to time.
ISSUES OF NOTES
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes issued under this Base Prospectus wil be issued as fixed rate notes (the "Fixed Rate Notes"), non-interest bearing notes (the "non-
interest bearing Notes") or euro-denominated floating rate notes (the "Floating Rate Notes").
The Notes issued by Al ianz Finance II B.V. and Allianz Finance III B.V. wil have the benefit of a guarantee, dated 14 April 2021, given by the
Guarantor (the "Guarantee"). The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari
passu with all other unsecured and unsubordinated obligations of the Guarantor. The Guarantee will be governed by German law.
Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect
of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche (which will be completed,
where necessary, with the relevant Terms and Conditions and, save in respect of the issue date, issue price, first payment of interest and nominal
amount of the Tranche, will be identical to the terms of other Tranches of the same Series) wil be completed in the final terms.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount or at a discount or premium to their principal
amount. The Issue Price for the Notes of any Tranche issued on a syndicated basis wil be determined at the time of pricing on the basis of a yield
which wil be determined on the basis of the orders of the investors which are received by the Dealers during the placement of such Notes. Orders
will specify a minimum yield and may only be confirmed at or above such yield. The resulting yield will be used to determine the Issue Price.
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer(s) and as indicated in the
applicable Final Terms save that the minimum denomination of the Notes wil be, if in euro, EUR 1,000, and, if in any currency other than euro, an
amount in such other currency at least equivalent to EUR 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory
restrictions, and requirements of relevant central banks, Notes may be issued in euro or any other currency.
Notes will be issued with such maturities as may be agreed between the relevant Issuer and the relevant Dealer(s), subject to such minimum or
maximum maturities as may be allowed or required from time to time by any laws, regulations and directives applicable to the relevant Issuer or
the relevant currency.
The principal amount of the Notes, the currency, the interest payable in respect of the Notes, if any, the Issue Price and maturities of the Notes
which are applicable to a particular Tranche wil be set out in the relevant Final Terms.
7

The yield for Notes with fixed interest rates wil be calculated by the use of the International Capital Market Association ("ICMA") method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Each Tranche of Notes will be represented, on issue, either
(i)
initially by a temporary global note which will be exchangeable, in whole or in part, for interest in a permanent global Note on or after
the date 40 days after the later of the commencement of the offering and the relevant issue date (the "Exchange Date"), upon certifi-
cation as to non-U.S. beneficial ownership, or
(i )
by a permanent global note.
The Notes wil be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
DISTRIBUTION OF NOTES
Notes may be distributed by way of public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method
of distribution of each Tranche will be stated in the relevant Final Terms. The Notes may be offered to qualified and non-qualified investors.
The Issuers may request the CSSF to provide competent authorities in host member states within the European Economic Area with a certificate
of approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The Notes may be offered to
the public in Luxembourg and, fol owing notification, in any such other additional host member state.
The offer and distribution of any Notes of any Tranche wil be subject to selling restrictions, including those for the United States, the European
Economic Area and the United Kingdom. See "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" and/or "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II and/or the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and deter-
mining appropriate distribution channels.
LISTING OF NOTES
Application has also been made to the Luxembourg Stock Exchange for Notes issued pursuant to this Base Prospectus to be listed on the official
list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market
"Bourse de Luxembourg", appearing on the list of regulated markets issued by the European Commission. The Luxembourg Stock Exchange's
regulated market is a regulated market included on the list of regulated markets published by ESMA for the purposes of MiFID I . However, Notes
may be listed on any other stock exchange, subject to the notification of the Base Prospectus in accordance with Art. 25 of the Prospectus Regu-
lation, or may be unlisted as specified in the relevant Final Terms.
8

RISK FACTORS
Allianz SE and the Al ianz Group are exposed to a variety of risks through its core insurance and asset management activities, including market,
credit, underwriting, business, operational, strategic, liquidity, and reputational risks. The following is a description of the material risk factors in
relation to Al ianz SE as Issuer and the Allianz Group in relation to the Notes. The realization of any of the risks described below may affect the
ability of Al ianz SE to fulfil its obligations as Issuer or (as the case may be) as Guarantor and/or may adversely affect the market price of Notes
and can lead to losses for the holders of the Notes (the "Noteholders"). As a result, investors are exposed to the risk of losing their investment in
whole or in part. Additional risks not included in the risk factors below, e.g., because they are now immaterial or not currently known to Allianz SE
or Al ianz Group, may result in material risks in the future. This is in particular true for risks related to the crisis resulting from the outbreak of SARS-
CoV-2 and its associated disease ("Covid-19") which, although to some extent explicitly mentioned as a risk factor or implicitly reflected in the
weighting (high / medium / low) of the relevant other risk factors discussed in the following sections, are considered based on currently available
information and are subject to a constantly changing and very volatile environment. Investors should be aware that the Al ianz SE as the ultimate
parent of the Al ianz Group may face the same risks as the Al ianz Group.
Words and expressions defined in the Terms and Conditions shal have the same meanings in this section.
Risk factors relating to Allianz SE / Al ianz Group
I. MARKET RISKS
The market risks of the Allianz Group include credit spread risk, equity risk, interest rate risk, real estate risk, currency risk and inflation risk. In our
assessment, the credit spread and the equity risk are the most material risks for the Al ianz Group in the category of market risks.
THE ALLIANZ GROUP IS EXPOSED TO CREDIT SPREAD RISK.
The Al ianz Group holds a significant portfolio of fixed-income assets such as bonds. The value of this portfolio changes in case of moving credit
spreads. It may lose value if credit spreads widen. This may happen in case the perception of risk in the market changes, i.e., investors demand
higher compensation for taking on risks, which can happen for several reasons, for example, following a political crisis, an economic recession or
changed monetary policy.
We consider this risk to be high.
THE ALLIANZ GROUP IS EXPOSED TO EQUITY RISK.
The Al ianz Group holds a significant equity portfolio. This portfolio is subject to volatility in equity markets affecting the market value and liquidity
of these holdings. Investments are reviewed regularly for impairment, with write-downs to fair value charged to income if there is objective evi-
dence that the cost may not be recovered. The Al ianz Group holds interests in a number of financial institutions as part of its portfolios, which are
particularly exposed to uncertain market conditions affecting the financial services sector generally.
In prior years the Al ianz Group has incurred significant impairments on the value of the securities and other financial assets that it holds and
there is the risk that the Allianz Group wil also recognize significant impairments in the future, which may have an adverse effect on the Al ianz
Group's earnings and on the Al ianz Group's business and its financial condition.
We consider this risk to be high.
THE ALLIANZ GROUP IS EXPOSED TO INTEREST RATE RISK.
Changes in prevailing interest rates (including changes in the difference between the levels of prevailing short- and long-term rates, or enduring
negative rates) may adversely affect the Al ianz Group's insurance, asset management, corporate and other results.
An increase in interest rates could substantially decrease the value of the Allianz Group's fixed-income portfolio, and any unexpected change in
interest rates could material y adversely affect the Allianz Group's bond and interest rate derivative positions.
Assets and liabilities from an Allianz Group perspective are not necessarily matched in terms of interest rate sensitivities and therefore any signif-
icant change in interest rates could material y adversely affect the Al ianz Group's bond and interest rate derivative positions and the fair value
of liabilities. A change in prevailing interest rates may accordingly have a negative impact on the capitalization of the Al ianz Group.
Results of the Al ianz Group's asset management business may also be affected by movements in interest rates, as management fees are gener-
ally based on the value of assets under management, which fluctuate with changes in the level of interest rates.
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Changes in interest rates wil impact the Allianz Group's Life/Health business to the extent they result in changes to current interest income, impact
the value of the Al ianz Group's fixed-income portfolio and the fair value of the liabilities and affect the levels of new product sales or surrenders
of business in force. Reductions in the effective investment income below the rates prevailing at the issue date of the policy, or below the long-
term guarantees in countries such as Germany and Switzerland, would reduce the profit margins or lead to losses on the Life/Health insurance
business written by the Allianz Group's Life/Health subsidiaries to the extent the maturity composition of the assets does not match the maturity
composition of the insurance obligations they are backing. In particular, if low interest rates persist, the effective investment income will decrease
over time due to reducing reinvestment yields. Similarly, reductions in the effective investment income of the fixed income trust assets backing the
Allianz Group's pension reserves may lead to deficits of the internal pension plans, and these deficits would have to be covered by the Al ianz
Group. Interest rate volatility risk could substantially impact the economic capitalization in a low interest rate environment, as long term guaran-
tees in Life/Health business increase in value.
The interest rate risks described above may have an adverse effect on the Al ianz Group's business, financial condition and results of operations.
In particular, a decrease in the Allianz Group's profitability as a result of sustained low or negative interest rates may adversely affect our Solvency
II capitalization and solvency capital ratio.
We consider this risk to be medium to high.
THE ALLIANZ GROUP IS EXPOSED TO REAL ESTATE AND OTHER ALTERNATIVE INVESTMENT RISK.
The Al ianz Group holds a significant alternative investments portfolio. Alternative investments include real estate, private equity, renewable en-
ergy and infrastructure investments. These investments are subject to volatility in real estate, equity and alternative investment markets affecting
the market value and liquidity of these holdings and are generally covered by either the real estate or the equity risk capital model ing depending
on their characteristics. Investments are reviewed regularly for impairment, with write-downs to fair value charged to income if there is objective
evidence that the cost may not be recovered.
In prior years the Al ianz Group has incurred significant impairments on the value of the securities and other financial assets that it holds and
there is the risk that the Allianz Group wil also recognize significant impairments in the future, which may have an adverse effect on the Al ianz
Group's earnings, the Al ianz Group's business and its financial condition.
We consider this risk to be low.
THE ALLIANZ GROUP IS EXPOSED TO CURRENCY RISK.
The Al ianz Group prepares its consolidated financial statements in Euro. However, a significant portion of the revenues and expenses from the
Allianz Group companies outside the Euro zone, originates in currencies other than the Euro. As a result, although the Allianz Group's non-Euro
zone subsidiaries general y record their revenues and expenses in the same currency, changes in the exchange rates used to translate foreign
currencies into Euro may adversely affect the Allianz Group's results of operations and the net asset value of subsidiaries from an Al ianz Group
perspective.
We consider this risk to be low.
THE ALLIANZ GROUP IS EXPOSED TO INFLATION RISK.
Allianz Group is exposed to changing inflation rates, predominantly due to the Non-Life insurance obligations but also due to inflation-indexed
internal pension obligations. Unexpected inflation increases both future claims and expenses, leading to greater liabilities and payments to pol-
icyholders.
We consider this risk to be low.
II. CREDIT RISKS
The Al ianz Group companies are subject to a potential economic loss in the value of their portfolio that would result from either changes in the
credit quality of counterparties ("migration risk") or the inability or unwillingness of a counterparty to fulfil contractual obligations ("default risk").
Allianz Group's credit risk profile is derived from three sources:
- Investment portfolio: Credit risk results from Allianz Group's investments in fixed-income bonds, loans, derivatives, cash positions, and receiv-
ables whose value may decrease depending on the credit quality of the obligor. As a result, defaults by one or more of these parties on their
obligations to the Allianz Group companies due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational
failure or other reasons, or even rumors about potential defaults by one or more of these parties or regarding the financial services industry
generally, could lead to losses or defaults by the Allianz Group companies or by other institutions. In addition, with respect to secured trans-
actions, the Allianz Group companies' credit risk may be exacerbated when the collateral held by them cannot be realized or is liquidated at
prices not sufficient to recover the full amount of the loan or derivative exposure. The Allianz Group companies also have exposure to a
number of financial institutions in the form of unsecured debt instruments, derivative transactions and equity investments. Losses on or im-
pairments to the carrying value of these assets may materially and adversely affect the Allianz Group's business or results of operations. In
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