Obligation AllianZ 5.1% ( XS1556937891 ) en USD

AllianZ

100 % ▼

Allemagne

XS1556937891 ( en USD )

5.1% par an ( paiement semestriel )

30/01/2049

Prospectus brochure de l'obligation Allianz XS1556937891 en USD 5.1%, échéance 30/01/2049

200 000 USD

600 000 000 USD

30/07/2025 ( Dans 28 jours )

Allianz est un groupe d'assurance et de services financiers allemand, l'un des plus grands au monde, actif dans l'assurance dommages, la réassurance, l'assurance vie et la gestion d'actifs.

Allianz a émis une obligation (XS1556937891) d'un montant total de 600 000 000 USD, libellée en USD, avec un taux d'intérêt de 5,1%, échéant le 30/01/2049, payée semestriellement, négociée actuellement à 100% et dont la taille minimale d'achat est de 200 000 USD.

Base Prospectus dated 19 May 2022
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 Allianz 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 Allianz Finance II B.V.,
Amsterdam, The Netherlands, in respect of Non-Equity Securities and (iii) the base prospectus of Allianz 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 Allianz 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

Debt Issuance Programme

Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus" or "Prospectus"), Allianz SE,
Allianz Finance II B.V. and Allianz Finance III 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 all amounts due in respect of Notes issued by Allianz Finance II B.V. and Allianz Finance III 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") is not subject to any maximum aggregate principal amount.
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.
This Base Prospectus and any supplement to this Base Prospectus will be published by the Issuer 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
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twelve months after its approval. The validity ends upon expiration of 19 May 2023. 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 10 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 II B.V.
and Allianz Finance III B.V., the "Guarantor") with its registered office in Munich, Germany, Allianz 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 will 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). Full 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 shall, 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 will 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 Selling 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.
Some figures (including percentages) in the Prospectus have been rounded in accordance with commercial rounding.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II 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
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recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive
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 will 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 II; or (ii) 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 PRIIPs 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 2001 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).
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in
National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made
4

in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Base Prospectus
(including any supplement hereto and/or any Final Terms) contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult
with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction,
section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure re-
quirements of NI 33-105 regarding underwriter conflicts of interest in connection with an offering of Notes.
BENCHMARKS 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
Article 36 of Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016, as amended (the "Benchmarks
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 allotment 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 Prospectus contains certain forward-looking statements, including statements using the words "believes", "anticipates", "intends", "expects"
or other similar terms. This applies in particular to statements under the caption "Description of Allianz SE and Allianz Group" and statements
elsewhere in this Prospectus relating to, among other things, the future financial performance, plans and expectations regarding developments
in the business of Allianz SE. These forward-looking statements, including prospects or expectations, that are based on Allianz SE's current views
and assumptions are subject to a number of known and unknown risks, uncertainties, assumptions and other factors that may cause the actual
results, including the financial position and profitability of Allianz SE, to be materially different from or worse than those expressed or implied by
these forward-looking statements. Deviations may arise due to changes in factors including, but not limited to, the following: (i) the general
economic and competitive situation in the Allianz's core business and core markets, (ii) the performance of financial markets (in particular market
volatility, liquidity, and credit events), (iii) adverse publicity, regulatory actions or litigation with respect to the Allianz Group, other well-known
companies and the financial services industry generally, (iv) the frequency and severity of insured loss events, including those resulting from
natural catastrophes, and the development of loss expenses, (v) mortality and morbidity levels and trends, (vi) persistency levels, (vii) the extent
of credit defaults, (viii) interest rate levels, (ix) currency exchange rates, most notably the EUR/USD exchange rate, (x) changes in laws and
regulations, including tax regulations, (xi) the impact of acquisitions including and related integration issues and reorganization measures, and
(xii) the general competitive conditions that, in each individual case, apply at a local, regional, national, and/or global level. Many of these
changes can be exacerbated by acts of war or terrorism. Accordingly, investors are strongly advised to read the following sections of this
Prospectus: "Risk Factors" and "Description of Allianz 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 Prospectus may not occur. In addition, neither the Issuer nor
the Managers assume any obligation to update such forward-looking statements and to adapt them to future 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
generally 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. The definition of the Alternative Performance Measures may vary from the definition of identically
named alternative performance measures used by other companies. 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
5

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 "Description of Allianz SE and
Allianz Group Alternative Performance Measures" below.

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TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................................................................................................... 8
RISK FACTORS ....................................................................................................................................................................................................................................... 10
ISSUE PROCEDURES ........................................................................................................................................................................................................................... 25
PROGRAMME TERMS AND CONDITIONS OF THE NOTES ................................................................................................................................................. 27
FORM OF FINAL TERMS ................................................................................................................................................................................................................. 108
DESCRIPTION OF ALLIANZ SE AND ALLIANZ GROUP ....................................................................................................................................................... 127
DESCRIPTION OF ALLIANZ FINANCE II B.V. ........................................................................................................................................................................... 161
DESCRIPTION OF ALLIANZ FINANCE III B.V. ......................................................................................................................................................................... 164
DESCRIPTION OF THE GUARANTEE WITH RESPECT TO ALLIANZ FINANCE II B.V. ............................................................................................... 167
DESCRIPTION OF THE GUARANTEE WITH RESPECT TO ALLIANZ FINANCE III B.V. .............................................................................................. 171
USE OF PROCEEDS ........................................................................................................................................................................................................................... 175
TAXATION WARNING ..................................................................................................................................................................................................................... 176
SUBSCRIPTION AND SALE ............................................................................................................................................................................................................. 177
GENERAL INFORMATION .............................................................................................................................................................................................................. 182
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................................................................................. 184
NAMES AND ADDRESSES .............................................................................................................................................................................................................. 189

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GENERAL DESCRIPTION OF THE PROGRAMME
GENERAL
Under the Programme, Allianz SE, Allianz Finance II B.V. and Allianz Finance III B.V., subject to compliance with all 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 Aktiengesellschaft acts as fiscal agent (the "Fiscal Agent") and paying agent (the "Paying Agent").
Deutsche Bank Luxembourg S.A. acts as Luxembourg listing agent (the "Luxembourg Listing Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme is not subject to any maximum aggregate
principal amount.
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 con-
templated 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 will 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 Allianz Finance II B.V. and Allianz Finance III B.V. will have the benefit of a guarantee, dated 18 May 2022, 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 (if any) and
nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will 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 will be determined at the time of pricing on the basis of a yield
which will 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 will 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. However, Notes will be issued with a minimum maturity of twelve months or more.
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 will be set out in the relevant Final Terms.
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The yield for Notes with fixed interest rates and non-interest bearing Notes will 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 (if any) 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
(ii)
by a permanent global note.
The Notes will 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, following notification, in any such other additional host member state.
The offer and distribution of any Notes of any Tranche will be subject to selling restrictions, including those for the United States, the European
Economic Area and the United Kingdom. See section "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 II. 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.
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RISK FACTORS
Allianz SE and the Allianz Group are exposed to a variety of risks, including market, credit, underwriting, business, operational, strategic, liquidity,
and reputational risks. The following is a description of the material risk factors in relation to Allianz 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 Allianz SE to fulfill its obligations and/or may adversely
affect the market price of the Notes and can lead to losses for the holders of the Notes (the "Noteholders" and each a "Noteholder"). As a result,
Noteholders 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 deemed immaterial by or not currently known to Allianz SE or Allianz Group, may result in material risks in the future. This
is in particular true with a view to rapid and unforeseen changes as may occur, for example, with geopolitical crises as well as with risks related
to the crisis resulting from the outbreak of SARS-CoV-2 and its associated disease ("Covid-19"). Noteholders should be aware that Allianz SE as
the ultimate parent of the Allianz Group may face the same risks as the Allianz Group.
The following risk factors are organized in categories depending on their respective nature. In each category the most material risk factors, based
on the probability of their occurrence and the expected magnitude of their negative impact, are mentioned first.
Risk factors relating to Allianz SE / Allianz Group
I. MARKET RISKS
The market risks of the Allianz Group include equity risk, credit spread risk, interest rate risk, real estate and other alternative investment risk,
currency risk and inflation risk. In our assessment, equity and credit spread risk are the most material risks for the Allianz Group in the category of
market risks.
THE ALLIANZ GROUP IS EXPOSED TO EQUITY RISK.
The Allianz 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 Allianz 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 Allianz 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 will also recognize significant impairments in the future, which may have an adverse effect on the Allianz
Group's earnings and on the Allianz Group's business and its financial condition.
THE ALLIANZ GROUP IS EXPOSED TO CREDIT SPREAD RISK.
The Allianz 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.
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 Allianz 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 materially 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 materially adversely affect the Allianz 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 Allianz Group.
Results of the Allianz 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.
Changes in interest rates will impact the Allianz Group's Life/Health business to the extent they result in changes to current interest income, impact
the value of the Allianz 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
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