Obligation Allianz AG 8.375% ( US0188052007 ) en USD

Allianz AG

100 % ▲

Allemagne

US0188052007 ( en USD )

8.375% par an ( paiement trimestriel )

15/06/2013 - Obligation échue

Prospectus brochure de l'obligation ALLIANZ SE US0188052007 en USD 8.375%, échue

Allianz SE est une société d'assurance et de gestion d'actifs allemande, l'une des plus grandes compagnies d'assurance au monde, offrant une gamme de services financiers incluant l'assurance-vie, l'assurance dommages, la gestion d'actifs et la réassurance.

L'Obligation émise par Allianz AG ( Allemagne ) , en USD, avec le code ISIN US0188052007, paye un coupon de 8.375% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 15/06/2013

Prospectus dated October 14, 2009

This document constitutes the prospectus of Allianz SE in respect of the $1,750,000,000 8.375%
Undated Subordinated Callable Bonds originally issued under the Prospectus Supplement dated
May 30, 2008 and increased by an additional $250,000,000 to an aggregate amount of
$2,000,000,000 effective June 13, 2008 (the "Undated Subordinated Bonds" or the "Bonds") for
the purposes of the Luxembourg Stock Exchange (the "Prospectus"). It has been drawn up
pursuant to Part IV of the Luxembourg Law relating to Prospectuses for Securities (Loi relative aux
prospectus pour valeurs mobilières, the "Luxembourg Law") together with the rules governing the
functioning of the Luxembourg Stock Exchange.

ALLIANZ SE
(incorporated as a European Company (Societas Europaea SE) in Munich, Germany)
$2,000,000,000
8.375% Undated Subordinated Callable Bonds
The $2,000,000,000 aggregate principal amount of 8.375% Undated Subordinated Callable Bonds
(the "Undated Subordinated Bonds" or the "Bonds") were issued by Allianz SE (the "Issuer",
"Allianz", "we" "our" or "us") pursuant to a subordinated indenture between the Issuer and The
Bank of New York Mellon, as Trustee.
Application has been made to the Luxembourg Stock Exchange, which is the entity competent for
the purpose of Part of IV the Luxembourg Law, for its approval of the Prospectus.
Application has been made to list the Bonds on the official list of the Luxembourg Stock Exchange
and to trade the Bonds on the Euro MTF market ("Euro MTF") operated by the Luxembourg Stock
Exchange, which is a multilateral trading facility for the purposes of the Markets in Financial
Instruments Directive 2004/39/EC, and therefore a non-EU-regulated market (the "Non-EU-
Regulated Market"). The Bonds are currently also listed on the New York Stock Exchange
("NYSE"). On September 22, 2009, the Issuer announced that it had provided written notice to the
NYSE of its intention to voluntarily delist its securities, including the Bonds, from the NYSE and
that the last trading day of the Bonds is expected to be on or about October 23, 2009. Subject to
compliance with applicable laws and relevant listing procedures, the Bonds may also be included
and traded on other markets.
This Prospectus will be published in electronic form on the website of the Luxembourg Stock
exchange (www.bourse.lu).

THIS PROSPECTUS
This Prospectus has been drawn up in order to permit the admission of the Bonds to listing on the
official list of the Luxembourg Stock Exchange and to trading on the Euro MTF operated by the
Luxembourg Stock Exchange. The Euro MTF is a multilateral trading facility for the purposes of the
Market and the Financial Instruments Directive 2004/39/EC, and therefore a Non-EU-Regulated
Market.
This Prospectus fulfils the requirements for a prospectus pursuant to Part IV of the Luxembourg
Law relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières,
the "Luxembourg Law") and Subchapter 2 of Part 2 of the Rules and Regulations of the
Luxembourg Stock Exchange, as amended. It does not constitute a prospectus pursuant to Part II
of the Luxembourg Law, which implements Directive 2003/71/EC of the European Parliament and
the Council of November 4, 2003 (the "Prospectus Directive"), and does not purport to meet the
format and disclosure requirements of the Prospective Directive and Commission Regulation (EC)
No. 809/2004 on the implementing measures of the Prospective Directive. This Prospectus has
not been, and will not be, submitted for approval to any competent authority within the meaning of
the Prospective Directive. The Bonds do therefore not qualify for the benefit of the single European
passport pursuant to the Prospective Directive.
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Responsibility Statement
Allianz SE accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is in accordance with the facts and contains no omissions
likely to affect the import of the Prospectus.
Notice
Neither the delivery of this Prospectus nor any offering, sale or delivery of any Bonds shall, under
any circumstances, create any implication (i) that the information in this Prospectus is correct as of
any time subsequent to the date hereof, or (ii) that there has been no adverse change in the
financial situation of the Issuer which is material in the context of an investment in the Bonds since
the date of this Prospectus, or the balance sheet date of the most recent financial statements
which are deemed to be incorporated into this Prospectus by reference or (iii) that any other
information supplied in connection with the issue of the Bonds is correct at any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the
same.
No action has been taken by the Issuer that would permit a public offering of the Bonds, or
possession or distribution of this Prospectus or any other material in any country or jurisdiction
where action for that purpose is required. Accordingly, no Bonds may be offered or sold, directly or
indirectly, and neither this Prospectus (nor any part hereof) nor any offering circular, prospectus,
form of application, advertisement or other offering materials may be issued, distributed or
published in any country or jurisdiction.
The Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds to
which it relates. The distribution of this Prospectus (or of any part thereof) and the offering and
sale of the Bonds in certain jurisdiction may be restricted by law. Persons into whose possessions
this Prospectus (or any part thereof) comes are required by the Issuer to inform themselves about
and to observe any such restrictions. This Prospectus does not constitute, and may not be used
for, or in connection with, 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 offer or
solicitation.
No person has been authorized to give any information which is not contained in or is not
consistent with this Prospectus or any other document entered into in relation to the Bonds or any
information supplied by the Issuer or such other information as in the public domain and, if given or
made, such information must not be relied upon as having been authorized by the Issuer.
This Prospectus may only be used for the purpose for which it has been published.
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Table of Contents

Responsibility Statement ................................................................................................................... 3
Documents Incorporated by Reference............................................................................................. 5
Summary regarding the Bonds.......................................................................................................... 8
Risk Factors..................................................................................................................................... 26
Description of Allianz SE and Allianz Group.................................................................................... 32
Description of the Undated Subordinated Bonds ............................................................................ 33
Additional Characteristics of the Bonds........................................................................................... 59
Legal Ownership and Book-Entry Issuance -- Considerations Relating to Euroclear, DTC and
Clearstream........................................................................................................................... 64
Taxation ........................................................................................................................................... 69
General............................................................................................................................................ 73

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Documents Incorporated by Reference
This Prospectus should be read and construed in conjunction with the following documents which
have been previously published or are published simultaneously with this Prospectus and which
have been filed with the Luxembourg Stock Exchange and shall be deemed to be incorporated in,
and form part of, this Prospectus:

Cross Reference List
Base Prospectus of the Allianz SE, Allianz Finance II B.V., Allianz Finance III B.V.,
20,000,000,000 Debt Issuance Programme, dated September 25, 2009
Risk Factors relating to Allianz SE/Allianz pages 27-36
Group
Description of Allianz SE and Allianz Group
pages 114- 163

Audited Consolidated Annual Report 2007 of Allianz Group
Total revenues, operating profit, net income for
Page 38
business segments/consolidated net income
Impact of the financial markets turbulence
Pages 38-41
Consolidated Balance Sheets
Page 128
Consolidated Income Statements
Page 129
Consolidated Statements of Changes in Equity
Page 130
Consolidated Statements of Cash Flows
Page 131-133
Notes to the Consolidated Financial Statements
Pages 134-175
Supplementary Information to the Consolidated
Pages 176-202
Balance Sheets
Supplementary Information to the Consolidated
Pages 203-216
Income Statements
Other Information
Pages 217-243
Selected Subsidiaries and other holdings
Pages 244-249
Auditors' Report
Page 251

Audited Consolidated Annual Report 2008 of Allianz Group
Consolidated Balance Sheets
Page 136
Consolidated Income Statements
Page 137
Consolidated Statements of Changes in Equity
Page 138
Consolidated Statements of Cash Flows
Pages 139-141
Notes to the Consolidated Financial Statements
Pages 142-190
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Supplementary Information to the Consolidated
Pages 191-219
Balance Sheets
Supplementary Information to the Consolidated
Pages 220-232
Income Statements
Other Information
Pages 233-257
Selected subsidiaries and other holdings
Pages 258-263
Auditors' Report
Page 265

Unaudited Consolidated Interim Report for the Second Quarter and First Half 2009 of
Allianz Group
Consolidated Balance Sheets
Page 40
Consolidated Income Statements
Page 41
Consolidated Statements of Comprehensive
Page 42
Income
Consolidated Statements of Changes in Equity
Page 43
Condensed Consolidated Statements of Cash
Pages 44-45
Flows
Notes to the Condensed Consolidated Interim
Pages 46-71
Financial Statements
Supplementary Information to the
Pages 72-77
Consolidated Balance Sheets
Supplementary Information to the
Pages 78-94
Consolidated Income Statements
Other Information
Pages 95
Review Report
Page 97

All documents listed above shall be deemed to be incorporated in, and to form part of, this
Prospectus and which shall be deemed to modify or supersede the contents of this Prospectus to
the extent that a statement contained in any such document is inconsistent with such contents.
Any information not listed in the cross reference list but included in the documents incorporated by
reference is given for information purposes only.
Copies of the documents which are incorporated herein by reference will be available free of
charge from the specified office of the Issuer as set out at the end of this Prospectus.
This Prospectus and the documents incorporated by reference are also available for viewing at
www.bourse.lu.
The Undated Subordinated Bonds form part of the regulatory capital of the Allianz Group
and, as such, it is intended that the Undated Subordinated Bonds only be redeemed to the
extent that Allianz or any of its financing subsidiaries has, in the period of six months
preceding such redemption, raised funds in an amount at least equal to the aggregate
principal amount of the Undated Subordinated Bonds by the issuance and sale of any
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ordinary shares or any securities that have equal or greater equity characteristics relative
to the Undated Subordinated Bonds.
The Undated Subordinated Bonds are not deposits or other obligations of Allianz. The
Undated Subordinated Bonds are not insured by any governmental agency of the United
States or the Federal Republic of Germany.
CERTAIN DEFINED TERMS
In this Propectus, references to the "Issuer" and "Allianz" refer to Allianz SE. References to "we",
"us" and "our" refer to Allianz SE or, if the context so requires, also to Allianz SE and its
consolidated subsidiaries. References to the "Allianz Group" refer to Allianz SE and its
consolidated subsidiaries.
References to "EUR", "euro" and "" are to the single currency introduced at the third stage of the
European Economic and Monetary Union pursuant to the Treaty establishing the European
Community as amended by the Treaty of the European Union. All references to "USD" and "$" are
to the lawful currency of the United States of America.
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Summary regarding the Bonds
The following summary constitutes the summary of the essential characteristics associated with
the Bonds. This summary is not complete and does not contain all the information that may be
important to you. You should read the entire Prospectus including the documents incorporated by
reference herein, before making an investment decision.
Issuer
Allianz
SE
Interest
The Undated Subordinated Bonds will bear interest at a rate
of 8.375% per annum payable quarterly in arrears.
Interest Payment Dates
Subject to our right or obligation to defer interest payments
as described below, interest payments on the Undated
Subordinated Bonds will be payable quarterly in arrears
commencing on September 15, 2008, on March 15, June 15,
September 15 and December 15 of each year. We refer to
these dates as "Interest Payment Dates".
Subordinated Status of the
The obligations under the Undated Subordinated Bonds
Bonds
constitute unsecured and subordinated obligations of the
Issuer ranking pari passu among themselves.
Until all Outstanding Perpetual Liabilities have been
redeemed or discharged in full, the Undated Subordinated
Bonds will rank at least pari passu with all other unsecured
and undated subordinated obligations of the Issuer, except
for any subordinated obligation required to be preferred by
law. If certain events of liquidation, dissolution or insolvency
should occur against the Issuer, your claims under the
Undated Subordinated Bonds will be satisfied after (but only
after) the claims of all of the Issuer's unsubordinated and
dated subordinated creditors together with any subordinated
obligations required to be preferred by law. In any such
event, you will not receive any amounts payable in respect
of the Undated Subordinated Bonds until the claims of all
unsubordinated and dated subordinated creditors of the
Issuer have first been satisfied in full.
Once all Outstanding Perpetual Liabilities have been
redeemed or discharged in full, if certain events of
liquidation, dissolution or insolvency should occur against
the Issuer, the obligations of the Issuer under the Undated
Subordinated Bonds will be subordinated to the claims of all
unsubordinated and dated subordinated creditors of the
Issuer (except for dated subordinated obligations expressly
ranking pari passu with, or junior to, the Undated
Subordinated Bonds) and any undated subordinated
obligations expressly ranking senior to the Undated
Subordinated Bonds. In any such event, you will not receive
any amounts payable in respect of the Undated
Subordinated Bonds until the claims of all unsubordinated
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and dated subordinated creditors of the Issuer (except those
described above) and any claims of undated subordinated
creditors holding obligations that expressly rank senior to the
Undated Subordinated Bonds have first been satisfied in full.

"Outstanding Perpetual Liabilities" means the:

(w) 800 million 5.375% Undated Subordinated Fixed
Rate Callable Bonds, issued on March 3, 2006 by
Allianz Finance II B.V., a wholly-owned subsidiary of
Allianz, and guaranteed on a subordinated basis by
Allianz (ISIN: DE 000A0GNPZ3);

(x) 1.5 billion 5.5% Undated Subordinated Hybrid
Capital Fixed to Floating Rate Callable Notes, issued
on February 27, 2004 by Allianz (ISIN: XS 018 716
2325);

(y) 1.4 billion 4.375% Guaranteed Undated
Subordinated Fixed to Floating Rate Callable Bonds,
issued on February 17, 2005 by Allianz Finance II B.V.
and guaranteed on a subordinated basis by Allianz
(ISIN: XS 021 163 7839); and

(z) $500 million 7.25% Undated Guaranteed
Subordinated Bonds, issued on December 10, 2002
by Allianz Finance II B.V. and guaranteed on a
subordinated basis by Allianz (ISIN: XS 015 915
0720).

No security of any kind is, or will at any time be, provided by
the Issuer or any other person to secure your rights under
the Undated Subordinated Bonds. No subsequent
agreement may limit the subordination or shorten any
applicable notice period (Kündigungsfrist) in respect of the
Undated Subordinated Bonds. If the Undated Subordinated
Bonds are redeemed early, the amounts redeemed must be
returned to the Issuer irrespective of any agreement to the
contrary unless the Issuer has been dissolved or such
amounts have been replaced by other at least equivalent
regulatory capital (Eigenmittel) of at least equal status or if
the German Federal Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht) or any Successor
Authority has given its consent to the redemption.

"Successor Authority" means any authority which becomes
a successor in capacity of the German Federal Financial
Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) with respect to us.

You may not set off any claims arising under the Undated
Subordinated Bonds against claims that the Issuer may have
against you. We may set off against any of your claims
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under the Undated Subordinated Bonds only if such
amounts have been replaced by other at least equivalent
regulatory capital (Eigenmittel) of at least equal status or if
the German Federal Financial Supervisory Authority or any
Successor Authority has given its consent to the set-off, and
subject to the Solvency Condition (as defined below) being
met.
Redemption
The Undated Subordinated Bonds are perpetual securities
and have no fixed maturity date or redemption date. The
Undated Subordinated Bonds are redeemable at the Issuer's
option, in whole, or in part, at their aggregate principal
amount, plus any Deferred Interest Payments and accrued
and unpaid interest for the applicable Interest Period to the
date of redemption, on June 15, 2013, which we refer to as
the "First Call Date," or anytime thereafter. The Undated
Subordinated Bonds are also subject to redemption in whole
but not in part at any time prior to the First Call Date (i) at the
Early Redemption Amount upon the occurrence of a
Regulatory Event and (ii) at their aggregate principal
amount, plus any Deferred Interest Payments and accrued
and unpaid interest until the date of redemption upon the
occurrence of a Gross-Up Event or a Tax Event. In the case
of any redemption, such redemption may be made only if the
Solvency Condition is satisfied and the principal amount of
the Undated Subordinated Bonds to be redeemed has been
replaced by other at least equivalent regulatory capital or if
the German Federal Financial Supervisory Authority or any
Successor Authority has given consent.
Payments and Optional
Subject to the Solvency Condition (as defined below) being
Deferral of Interest Payments
met and no Mandatory Deferral Event (as defined below)
having occurred or continuing, we may, on each Optional
Interest Payment Date (as defined below), elect in our
discretion to defer the payment of interest. In this case any
such deferred interest will constitute an "Optionally
Deferred Interest Payment". We may elect in our discretion
to satisfy any interest payment we do not defer on the
Interest Payment Date with funds raised prior to the Interest
Payment Date by way of the Alternative Payment
Mechanism ("APM") (as described below).

An
"Optional Interest Payment Date" occurs if up to the
end of the 10th Business Day preceding such Interest
Payment Date (the "Calculation Date"):

(a) no dividend, other distribution or payment was
declared in respect of any class of our shares at our
ordinary General Meeting of shareholders (ordentliche
Hauptversammlung) immediately preceding that
Interest Payment Date;
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