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Allianz Se Allianz Finance Ii B.V

Allianz Se Allianz Finance Ii B.V

3rd Supplement pursuant to Art. 16(1) of Directive 2003/71/EC, as amended (the "Prospectus Directive") and Art. 13 (1) of the Luxembourg Act (the "Luxembourg Act") relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 25 November 2016 (the "Supplement") to the Base Prospectus dated 2 May 2016, as supplemented by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016 (the "Prospectus") with respect to

ALLIANZ SE (incorporated as a European Company (Societas Europaea – SE) in Munich, Germany) FINANCE II B.V. (incorporated with limited liability in Amsterdam, The Netherlands) ALLIANZ FINANCE III B.V. (incorporated with limited liability in Amsterdam, The Netherlands)

€ 25,000,000,000 Debt Issuance Programme

guaranteed by

ALLIANZ SE

This Supplement has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority (the "Competent Authority") under the Luxembourg Act for the purposes of the Prospectus Directive. The Issuer may request the CSSF in its capacity as competent authority under the Luxemburg Act to provide competent authorities in host Member States within the European Economic Area with a certificate of approval attesting that the Supplement has been drawn up in accordance with the Luxembourg Act which implements the Prospectus Directive into Luxembourg law ("Notification").

Right to withdraw

In accordance with Article 13 paragraph 2 of the Luxembourg Act, investors who have already agreed to purchase or subscribe for the securities before the Supplement is published have the right, exercisable within two working days after the publication of this Supplement, to withdraw their acceptances, provided that the new factor arose before the final closing of the offer to the public and the delivery of the securities. The final date for the right of withdrawal will be 29 November 2016.

Copies of this Supplement together with the Prospectus and all documents which are incorporated therein by reference will be available free of charge from the specified offices of the Principal Paying Agent and the Luxembourg Paying Agent.

This Supplement together with the Prospectus and the documents incorporated by reference therein are also available for viewing at www.bourse.lu. This Supplement is supplemental to, and should be read in conjunction with the Prospectus. Terms defined in the Prospectus have the same meaning when used in this Supplement. Allianz Finance II B.V. in respect of itself only, Allianz Finance III B.V. in respect of itself only and Allianz SE in their capacity as issuers (the "Issuers" and each an "Issuer") and Allianz SE in its capacity as guarantor (the "Guarantor") accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers and the Guarantor, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect its import. To the extent that there is any inconsistency between any statement included in this Supplement and any statement included or incorporated by reference in the Prospectus, the statements in this Supplement will prevail.

2 1. Summary - Section B - Allianz SE - Element B.12

On page 7 of the Prospectus, in Element B.12 of the Summary, as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, the following table shall be added after the table referring to the financial information as of or for the Years ended 31 December: "

2016 2015 (amounts in € million) (amounts in € million) Income Statement for the first nine months ended 30 September(1) Total revenues(2) ...... 92,425 95,469 Operating profit(2)...... 8,007 8,149 Net income...... 5,424 5,488 Balance Sheet as of 30 September 2016 and 31 December 2015(1) Total assets...... 903,186 848,942 Shareholders' equity...... 70,055 63,144 Non-controlling interests...... 3,081 2,955 Total equity ...... 73,137 66,099 Total liabilities ...... 830,050 782,843 Additonal KPIs for the first nine months ended 30 September Group: Return on Equity (RoE)(2)(3) 12.4% 12.5% Property-Casualty segment: Combined Ratio (CR)(2) 94.4% 94.1% Asset Management segment: Cost-income Ratio (CIR)(2) 64.2% 65.1%

(1) All figures as shown in or derived from the unaudited and unreviewed Allianz Group's Financial Supplement and Quarterly Earnings Release of the third quarter of 2016. (2) The Allianz Group uses, inter alia, Total Revenues Operating Profit, Return on Equity, Combined Ratio and Cost-income Ratio as key financial indicators. For further details please refer to item 16 on page 17 "Alternative Performance Measures" in this document. (3) Excluding non-controlling interests. Excluding unrealized gains/losses net of shadow DAC. Return on equity for 9M 2016 is annualized. For 2015, the return on equity for the full year is shown. Annualized figures are not a forecast of full year numbers. ( "

2. Summary - Section B - Allianz SE - Element B.12

On page 7 of the Prospectus, in Element B.12 of the Summary, the section "Significant change in the financial and trading position", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Significant change in the financial and trading position There has been no significant change in the financial or trading position of Allianz Group since 30 September 2016."

3 3. Summary - Section B - Allianz SE - Element B.13

On pages 7 through 8 of the Prospectus, in Element B.13 of the Summary, the section "Recent developments", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Recent developments Since 30 September 2016 there have been no recent developments with regard to Allianz Group."

4. Risk Factors - Risk factors relating to Allianz SE /Allianz Group - The Allianz Group is exposed to significant market risks that could impair the value of the Allianz Group's portfolio and adversely impact the Allianz Group's financial position and results of operations.

On page 21 of the Prospectus, the section "The Allianz Group is exposed to significant market risks that could impair the value of the Allianz Group's portfolio and adversely impact the Allianz Group's financial position and results of operations", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "The Allianz Group is exposed to significant market risks that could impair the value of the Allianz Group's portfolio and adversely impact the Allianz Group's financial position and results of operations. The Allianz Group holds a significant equity portfolio, which represented approximately 6.8% of the Allianz Group's financial assets as of 30 September 2016 (as of 31 December 2015: 7.1%), excluding financial assets and liabilities carried at fair value through income. Volatility in equity markets affects the market value and liquidity of these holdings. The Allianz Group also has real estate holdings in its investment portfolio, the value of which is likewise exposed to changes in real estate market prices and volatility. Most of the Allianz Group's financial assets and liabilities are recorded at fair value, including trading assets and liabilities, financial assets and liabilities designated at fair value through income, and securities available-for-sale. Changes in the value of securities held for trading purposes and financial assets designated at fair value through income are recorded through the Allianz Group's consolidated income statement. Changes in the market value of securities available-for-sale are recorded directly in the Allianz Group's consolidated shareholders' equity. Available-for-sale equity and fixed income securities, as well as securities classified as held-to-maturity, 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. 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 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."

4 5. Description of Allianz SE and Allianz Group – Investments

On page 119 of the Prospectus the section "Investments", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Investments Allianz Group's invested assets consist primarily of the portfolios of its various business operations. In addition to the regular portfolio managing process the following significant transactions have been made since 31 December 2015. Allianz enters into a long-term partnership with Philippine National Bank and acquires 51% of PNB Life Inc. Allianz SE and Philippine National Bank ("PNB") have reached an agreement to enter into a 15-year exclusive distribution partnership and for Allianz to acquire 51% of PNB Life Insurance Inc. ("PNB Life"), the life insurance subsidiary of Philippine National Bank. The joint venture company will operate under the name of "Allianz PNB Life Insurance, Inc.". PNB is the country's 4th largest private local commercial bank in terms of assets and deposits. It is a universal bank providing a full range of banking and other financial services to large corporate, middle market, small and medium enterprises and retail customers. PNB Life is the 10th largest life insurance company in the Philippines, with new business premiums of EUR 72 million in 2014. The closing of the transaction took place at the beginning of June 2016 following regulatory approvals and was financed with existing funds. Allianz Benelux to buy commercial P&C portfolio from Aegon On 19 January 2016, Allianz Benelux N.V., Brussels ("Allianz Benelux") announced that it has agreed to acquire the commercial P&C portfolio of Aegon N.V., The Hague ("Aegon"). This portfolio has two parts: the active commercial portfolio with a total volume of about EUR 90 million and two run-off portfolios: authorized agents and co-insurance. Around 70 employees involved in handling the portfolios will transfer to Allianz Benelux. In total more than 60,000 commercial clients of Aegon will transfer to Allianz Benelux. The closing of the transaction took place at the end of June 2016 following regulatory and competition board approvals and was financed with existing funds. AllianzGI to acquire Rogge Global Partners Allianz Global Investors GmbH ("AllianzGI") announced on 8 February 2016 that it has agreed to acquire Rogge Global Partners ("RGP"), a London-based global fixed income specialist. The transaction, for an undisclosed sum, will see AllianzGI acquire 100% of the issued share capital in RGP from Old Mutual and RGP management. The combination will further strengthen AllianzGI's growing fixed income capability and client proposition, while providing RGP with a strategic partner, which will offer greater distribution potential for its strategies. The transaction has been closed at the beginning of June 2016 and was financed with existing funds. Signing of sale and purchase agreement between Allianz SE and Anbang Insurance Group On 6 April 2016 Allianz SE and Anbang Insurance Group, a global insurance group headquartered in , , jointly announced in South Korea the signing of a sale and purchase agreement by which Allianz Group is to sell Allianz Life Insurance Korea and Allianz Global Investors Korea to Anbang Insurance Group. The transaction is subject to

5 regulatory approvals. Allianz expects closing to take place before year end and to book a low- to mid-triple million euro charge once the deal closes following regulatory approval. Allianz Group to sell part of life insurance portfolio in Taiwan to Taiwan Life Insurance On 10 May 2016, Allianz Group announced that Allianz Taiwan Life Insurance Co. Ltd. has reached an agreement with Taiwan Life Insurance Co. Ltd., headquartered in Taipei, Taiwan, to sell a traditional life insurance portfolio of Allianz Taiwan Life to Taiwan Life Insurance. The deal includes an Allianz Taiwan Life portfolio with IFRS policy reserve liabilities of 1.2 billion euros (42.3 billion Taiwan new dollars) as of 31 December 2015. Some 80,000 policies are affected. Allianz Taiwan Life staff will not be impacted by the deal. Under this agreement, all related assets and liabilities of the respective portfolio will be transferred to Taiwan Life Insurance, with full protection of customer interests and rights. This transaction is subject to regulatory approval as well as approval from the shareholders meeting of Allianz Taiwan Life. Allianz expects closing to take place in the first quarter of 2017 and to book a low three-digit million euro charge once the deal closes. Reduction of shareholding in Euler Hermes Group On 19 May 2016, Allianz Group announced that Allianz Group's aggregate shareholding in Euler Hermes Group will be reduced from 67.8% to approximately 63%. This reduction follows from the successful completion of a placement by Allianz Vie of its entire stake in Euler Hermes Group (3,879,818 shares or 8.56% of Euler Hermes Group's shares) at a price of EUR 75.94 per share, the participation of Euler Hermes Group in that placement whereby Euler Hermes Group repurchased 2,200,000 of its own shares, and the subsequent cancellation of 2,700,542 Euler Hermes Group shares. Allianz France SA reiterates the strategic nature of its long-term participation in Euler Hermes which will represent approximately 63% of Euler Hermes share capital after the buy-back and cancellation. Allianz to acquire Zurich Assurances Maroc On 17 June 2016, Allianz Group announced a binding agreement for Allianz to acquire Zurich Assurances Maroc, a subsidiary of Zurich Insurance Company in Morocco. Zurich Assurances Maroc is one of the largest insurance companies in Morocco, currently ranking at number 7 in the property and casualty market. In 2015, Zurich Assurances Maroc generated EUR 114 million in gross premiums written. The company also has a license for life and health insurance products, which Allianz plans to utilize. The preliminary purchase price is EUR 265 million and was financed with existing funds. The transaction has been closed early November 2016."

6. Description of Allianz SE and Allianz Group – Capitalization and Financial Indebtedness as of 31 December 2015

On page 120 of the Prospectus the section "Capitalization and Financial Indebtedness as of 31 December 2015", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording:

"Capitalization and Financial Indebtedness as of 30 September 2016 As of 30 September 2016 (amounts in EUR million) Total debt:(1) Subordinated liabilities

6 As of 30 September 2016 (amounts in EUR million) Allianz SE(2) Subordinated bonds...... 13,372 Total Allianz SE(2) 13,372

Banking subsidiaries Subordinated bonds...... 250 Total banking subsidiaries 250

All other subsidiaries Subordinated liabilities ...... - Hybrid equity...... 45 Total all other subsidiaries 45 Subtotal 13,667

Certificated liabilities Allianz SE(3) Senior bonds ...... 8,060 Money market securities...... 1,141 Total Allianz SE(3) 9,202

Banking subsidiaries Senior bonds ...... 226 Total banking subsidiaries 226

All other subsidiaries Certificated liabilities...... - Total all other subsidiaries - Subtotal 9,428 Total debt 23,095

Equity: Shareholders' equity Issued capital ...... 1,170 Additional paid-in capital ...... 27,758 Retained earnings(4)...... 28,928 Foreign currency translation adjustments ...... (1,476) Unrealized gains and losses (net)(5)...... 17,905 Subtotal 70,055 Non-controlling interests 3,081 Total equity 73,137 Total debt and equity 96,232

(1) Total debt excludes liabilities to banks and customers as well as financial liabilities carried at fair value through income. (2) Includes subordinated bonds issued by Allianz Finance II B.V. and guaranteed by Allianz SE.

7 As of 30 September 2016 (amounts in EUR million) (3) Includes senior bonds issued by Allianz Finance II B.V. guaranteed by Allianz SE and money market securities issued by Allianz Finance Corporation, a wholly owned subsidiary of Allianz SE, which are fully and unconditionally guaranteed by Allianz SE. (4) As of 30 September 2016, includes EUR (196) mn related to treasury shares. (5) As of 30 September 2016, includes EUR 543 mn related to cash flow hedges. "

8 7. Description of Allianz SE and Allianz Group - Regulatory capital adequacy

On page 121 of the Prospectus, the section "Regulatory capital adequacy", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Regulatory capital adequacy The capital requirements, as well as the definition and calculation of eligible capital, are governed by the Solvency II rules that came into force on 1 January 2016. The Allianz Group's and Allianz SE's own funds as well as the capital requirements are since then based on the market value balance sheet approach as the major economic principle of the Solvency II rules. Due to the market value balance sheet approach, the Solvency II regime will lead to higher volatility in solvency ratios compared to Solvency I. With the approval of our partial internal model in November 2015, the uncertainty about our future Solvency II capital requirements has been significantly reduced. Nevertheless, some uncertainty about the future capitalization requirements of Allianz remains since the future capital requirements applicable for Global Systemically Important Insurers (so-called G-SIIs) are still not finalized. Finally, the potential for a multiplicity of different regulatory regimes, capital standards and reporting requirements will increase operational complexity and costs. Since Solvency II only came into effect on 1 January 2016, the Solvency II solvency capital ratios for Allianz Group and Allianz SE for 31 December 2015 and 31 December 2014 – as shown below – have been calculated on a preliminary basis: Allianz Group: Solvency II regulatory capitalization1

EUR bn 30 September 1 January 31 December 31 December 2016 2016 2015 2014

Own funds...... 72.5 71.0 72.7 66.0 Capital requirement...... 38.9 36.2 36.4 34.6 Capitalization ratio...... 186% 196% 200% 191%

Allianz SE: Solvency II regulatory capitalization

EUR bn 30 September 1 January 31 December 31 December 2016 2016 2015 2014

Own funds...... 79.8 76.8 78.0 69.9 Capital requirement...... 21.3 20.5 20.8 18.9 Capitalization ratio...... 375% 374% 375% 370%

1 Risk capital figures are group diversified at 99.5% confidence level. Allianz Life US included based on third country equivalence with 150% of RBC CAL since September 30, 2015.

9 Compared to year end 2014, the Solvency II capitalization of Allianz Group increased by 9 percentage points to 200% by year end 2015, which was driven by an increase in own funds only partly compensated by an increase in risk capital. The change in own funds was driven by positive contributions of existing and new business as well as the issuance of a subordinated bond, partially offset by negative impacts from model changes and transferability restrictions. The change in risk capital was mainly driven by higher exposure due to business growth and model changes necessary in the context of our internal model application. As of 30 September 2016, Group Solvency II capitalization eased to 186% compared to 200% at the end of 2015 due to capital market developments, partly offset by risk management actions. The decrease was also due in part to a changed regulatory tax treatment of the German life sector that took effect on 1 January 2016 (-4 percentage points)."

8. Description of Allianz SE and Allianz Group - Property-Casualty insurance operations by reportable segments / Life/Health insurance operations by reportable segments / Asset Management business by reportable segments / Reportable segments – Corporate and Other

On pages 127 to 135 of the Prospectus, the sections "Property-Casualty insurance operations by reportable segments", "Life/Health insurance operations by reportable segments", "Asset Management business by reportable segments" and "Reportable segments – Corporate and Other" shall be deleted in their entirety and replaced by the following table: "

RECONCILIATION OF REPORTABLE SEGMENTS TO ALLIANZ GROUP FIGURES

€ million

Operating profit Income (loss) before Total revenues (loss) income taxes Net income (loss)

nine months ended 30 September 2016 2015 2016 2015 2016 2015 2016 2015

German Speaking Countries and Central & Eastern Europe 11,887 11,581 1,156 1,209 1,302 1,136 963 826

Western & Southern Europe, Middle East, Africa, India 9,102 8,853 1,170 1,369 1,150 1,523 785 1,052

Iberia & Latin America 3,423 3,491 83 139 56 154 46 124

Global Insurance Lines & Anglo Markets 17,594 17,388 1,389 1,502 1,528 1,579 1,155 1,162

Asia Pacific 572 621 49 58 48 57 35 42

Allianz Worldwide Partners 3,340 3,231 102 106 101 107 65 77

Consolidation (5,536) (4,462) 0 — (6) 1 (4) 1

Total Property- Casualty 40,382 40,704 3,949 4,382 4,181 4,556 3,045 3,285

10 German Speaking Countries and Central & Eastern Europe 17,717 17,220 1,252 1,170 1,251 1,159 846 758

Western & Southern Europe, Middle East, Africa, India 15,221 18,145 902 826 908 945 650 711

Iberia & Latin America 1,436 1,487 171 169 159 157 121 114

USA 9,426 7,725 657 604 678 580 470 413

Global Insurance Lines & Anglo Markets 446 460 18 46 19 46 15 36

Asia Pacific 3,871 5,373 561 (111) (415) (107) (316) (77)

Consolidation (613) (557) 9 (9) 10 (9) 9 (9)

Total Life/Health 47,504 49,854 3,065 2,695 2,611 2,771 1,795 1,948

Asset Management 4,366 4,757 1,565 1,661 1,556 1,632 990 1,033

Holding & Treasury — — (649) (694) (910) (924) (606) (663)

Banking 397 417 50 85 69 97 49 66

Alternative Investments — — 32 32 31 (6) 22 (11)

Consolidation 3 (0) 0 0 5 — 5 —

Total Corporate and Other 400 416 (566) (577) (804) (833) (530) (609)

Consolidation (227) (261) (7) (11) 64 (195) 123 (168)

Group 92,425 95,469 8,007 8,149 7,607 7,932 5,424 5,488

1 – The result of the South Korean business for the six months beginning 1 April 2016 and ended 30 September 2016 is considered as non-operating since it has been classified as held for sale

"

9. Description of Allianz SE and Allianz Group - Selected Consolidated Financial Information

On page 135 of the Prospectus, in the section "Selected Consolidated Financial Information" the following table shall be added after the table referring to the financial information as of or for the years ended 31 December, as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016:

11 2016 2015 (amounts in € million) (amounts in € million) Income Statement for the first nine months ended 30 September(1) Total revenues(2) ...... 92,425 95,469 Operating profit(2)...... 8,007 8,149 Net income...... 5,424 5,488 Balance Sheet as of 30 September 2016 and 31 December 2015(1) Total assets...... 903,186 848,942 Shareholders' equity...... 70,055 63,144 Non-controlling interests...... 3,081 2,955 Total equity ...... 73,137 66,099 Total liabilities ...... 830,050 782,843 Additonal KPIs for the first nine months ended 30 September Group: Return on Equity (RoE)(2)(3) 12.4% 12.5% Property-Casualty segment: Combined Ratio (CR)(2) 94.4% 94.1% Asset Management segment: Cost-income Ratio (CIR)(2) 64.2% 65.1%

(1) All figures as shown in or derived from the unaudited and unreviewed Allianz Group's Financial Supplement and Quarterly Earnings Release of the third quarter of 2016. (2) The Allianz Group uses, inter alia, Total Revenues Operating Profit, Return on Equity, Combined Ratio and Cost-income Ratio as key financial indicators. For further details please refer to item 16 on page 17 "Alternative Performance Measures" in this document. (3) Excluding non-controlling interests. Excluding unrealized gains/losses net of shadow DAC. Return on equity for 9M 2016 is annualized. For 2015, the return on equity for the full year is shown. Annualized figures are not a forecast of full year numbers.

10. Description of Allianz SE and Allianz Group - Recent Developments

On page 136 of the Prospectus, the section "Recent Developments", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Recent Developments Since 30 September 2016 there have been no recent developments with regard to Allianz Group."

11. Description of Allianz SE and Allianz Group -Significant Changes

On page 136 of the Prospectus the section "Significant Changes", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Significant Changes There have been no significant changes with regard to the financial position or the trading position of Allianz Group since 30 September 2016."

12 12. Description of Allianz SE and Allianz Group - Outlook

On pages 136 through 138 of the Prospectus, the section "Outlook for 2016", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Outlook for 20162 Economic outlook Moving towards the end of 2016, the global economy remains on a moderate upward trend. As expected, emerging market economies are on track for somewhat higher growth this year. The reason for this is not a broad acceleration across all emerging markets but rather a gradual stabilization in major emerging market economies, such as Russia, which had experienced a severe recession last year. In the eurozone the moderate upswing continues. The Brexit vote has so far had little impact on growth momentum. For 2016, Allianz Group expects real economic growth of 1.6% in the eurozone and about 2% in Germany. In the United States, economic momentum has improved in the second half of this year, following only subdued growth in the first two quarters. The United States economy is expected to expand by 1.5% in real terms this year. Overall, Allianz Group estimates global output to increase by 2.4% this year. The outcome of the United States presidential election adds to an already uncertain global political environment, which will likely result in higher financial market volatility well into next year. On the monetary policy front, assuming that the labor market remains tight and inflation rates continue to move up, the United States Federal Reserve is likely to cautiously hike interest rates in the course of next year. By contrast, the European Central Bank is expected to keep key interest rates at the current very low levels for the foreseeable future. Allianz Group expects the ECB to announce an extension of its monthly bond purchasing program beyond March 2017 for a couple of months. However, at the same time the ECB may raise the prospect of tapering further down the line in order to prime the markets in good time.

Expected higher inflation rates will exert some upward pressure on European government benchmark bond yields in 2017. However, with short-term rates at zero, there are limited prospects of markedly higher yields on longer-term bonds.

Insurance industry outlook Allianz Group confirms its outlook for only modest premium growth in 2016. Despite the political upheaval caused by the Brexit vote and the outcome of the presidential elections in the United States, the big picture has not changed materially, although the risks of ultra-low interest rates and volatile financial markets have been accentuated. But Allianz Group still expects modest premium growth in the property-casualty and the life sector, as the implications of the United Kingdom leaving the European Union and the outcome of the United States presidential election will not be clearly felt before next year.

In the property-casualty sector, growth in advanced markets will remain roughly stable, with the ongoing recovery supporting demand but pricing becoming a growing concern. The outlook for Emerging Markets will remain rather mixed, with Asia growing robustly but other regions – notably Latin America – showing signs of weakness. In the life sector, the overall picture is quite similar. Specifically, Allianz Group expects sustained strong performance in emerging Asia and a more volatile environment in other emerging regions. As far as advanced markets are concerned, Allianz Group anticipates only modest growth in Europe and North America but a fairly strong recovery in Oceania. All in all, Allianz Group continues to expect

2 The Information presented in the sections Economic outlook, Insurance industry outlook and Asset management industry outlook is based on Allianz Group’s own estimates.

13 global premium revenue to rise by 4.0 % to 5.0 % in 2016 (in nominal terms, adjusted for foreign currency translation effects).

Industry profitability will remain under pressure. A demanding pricing outlook, increased financial losses due to natural catastrophes, stricter regulation, and last but not least, the digital transformation are all ingredients in the cocktail of strategic and operational challenges weighing on overall profitability. On top, the impact of the Brexit vote and the outcome of the presidential elections in the United States remain uncertain.

Outlook for the Allianz Group As discussed earlier, world economic growth is expected to be moderately higher in 2016. Growth dynamics, however, vary significantly across the globe and there are clear risks for 2016. Geopolitical tensions, a renewed flare-up of the European sovereign debt crisis including political developments such as the Brexit process and currency or trade wars could all jeopardize economic development. However, the outlook provided here assumes the absence of such shocks.

Allianz Group expects slightly lower revenues in 2016, with Property-Casualty staying largely flat and Asset Management revenues slightly decreasing. Life/Health revenues are likely to be under pressure due to Allianz Group's selective focus on profitable growth.

Property-Casualty insurance Allianz Group expects its revenues to stay largely flat. The revenue development is expected to be supported by the acquisition of the commercial portfolio of Aegon, strengthening Allianz Group's position in the attractive Benelux Property-Casualty market. Premium growth in 2016 is expected mainly from Allianz Group's European core markets, including the United Kingdom, Germany, and Italy. Top line development will be further supported by positive trends at Allianz Worldwide Partners, bundling Allianz Group's B2B2C business activities. Allianz Group believes the overall slow rise in prices Allianz Group witnessed in a number of markets in 2015 will continue in 2016. However, as in previous years, Allianz Group will keep its focus on achieving strong underwriting results by adhering to its strict underwriting discipline and will be willing to accept a lower top line if target margins cannot be achieved. In 2015, Allianz Group's combined ratio was at 94.6%. Despite the high volatility of natural catastrophes in recent years, Allianz Group has assumed such claims will be in line with their expected average level in 2016. As the low interest rate environment is likely to persist, investment income will remain under pressure due to the rather short duration of investments in the Property-Casualty business segment. Allianz Group will continue to take measures to adapt its investment strategy to ongoing market conditions.

Life/Health insurance As communicated at the Capital Markets Day in November 2015, Return on Equity3 will be one of the major key performance indicators (KPIs) for the steering of Allianz Group's Life business. In 2016 Allianz Group will focus on the new business mix as well as in-force management in order to address customer needs in light of the prolonged low yield environment and improve shareholder returns. Allianz Group will continue to move its new business mix towards unit-linked, capital efficient and protection products and will work on product and distribution actions. Allianz Group will actively manage in-force business and work on expense management, asset/liability management, and crediting strategies in order to

3 Excluding non-controlling interests and excluding unrealized gains/losses on bonds net of shadow DAC. For further details of the definition of Return on Equity please refer to item 16 starting on page 17 "Alternative Performance Measures" in this document.

14 mitigate the impacts of the difficult market conditions, particularly low interest rates. It must be noted, however, that market volatility, along with the level of net harvesting, can significantly affect the Life/Health business segment results and make precise predictions difficult.

Asset Management Although Allianz Group sees a more challenging environment for the asset management industry in 2016 compared to previous years, Allianz Group expects positive net flows at PIMCO in the second half of 2016 and continued solid net inflows at AllianzGI. Market returns are expected to contribute moderately to a positive development of total Assets under Management4. Management and loading fees as well as performance fees are expected to decrease slightly. Lower operating expenses are expected to only partially offset the impact of lower operating revenues.

Interim financial information for the first nine months of 2016 is set out above under “Selected Consolidated Financial Information” and under “Capitalization and Financial Indebtedness”. Allianz Group is confident about staying on course during the rest of 2016. As always, natural catastrophes and adverse developments in the capital markets, as well as factors stated in Allianz Group's cautionary note regarding forward-looking statements, may severely affect the results of its operations.

13. Description of Allianz SE and Allianz Group –Legal Proceedings

On page 139 of the Prospectus, the section "Legal Proceedings", as replaced by the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Legal Proceedings

Allianz Group companies are involved in legal, regulatory, and arbitration proceedings in Germany and a number of foreign jurisdictions, including the United States. Such proceedings arise in the ordinary course of businesses, including, amongst others, their activities as insurance, banking and asset management companies, employers, investors and taxpayers. It is not feasible to predict or determine the ultimate outcome of the pending or threatened proceedings. Allianz SE does not believe that the outcome of these proceedings, including those discussed below, will have a material adverse effect on the financial position and the results of operations of the Allianz Group, after consideration of any applicable reserves. Apart from the proceedings discussed below, Allianz SE is not aware of any threatened or pending legal, regulatory or arbitration proceedings nor were there any such proceedings, during a period covering the twelve months preceding the date of this prospectus, which may have, or have had in the recent past, significant effects on its and/or Allianz Group`s financial position or profitability.

Material governmental, legal, regulatory or arbitration proceedings in which Allianz Group companies have been involved during the past twelve months are in particular the following:

On 24 May 2002, pursuant to a statutory squeeze-out procedure, the general meeting of Dresdner Bank AG resolved to transfer shares from its minority shareholders to Allianz as principal shareholder in return for payment of a cash settlement amounting to € 51.50 per share. Allianz established the amount of the cash settlement on the basis of an expert opinion, and its adequacy was confirmed by a court appointed auditor. Some of the former minority

4 For further details of the definition of Assets under Management please refer to item 16 starting on page 17 "Alternative Performance Measures" in this document.

15 shareholders applied for a court review of the appropriate amount of the cash settlement in a mediation procedure ("Spruchverfahren"). In September 2013, the district court ("Landgericht") of Frankfurt dismissed the minority shareholders’ claims in their entirety. This decision has been appealed to the higher regional court ("Oberlandesgericht") of Frankfurt. In the event that a final decision were to determine a higher amount as an appropriate cash settlement, this would affect all of the approximately 16 mn shares that were transferred to Allianz.

In September 2015 and in September 2016, two separate putative class action complaint were filed against Allianz Life Insurance Company of North America ("Allianz Life") in California making allegations similar to those made in prior class actions regarding the sale of Allianz Life’s annuity products, including allegations of breach of contract and violation of California unfair competition law. The ultimate outcome of the cases cannot yet be determined. In 2015 Allianz Life also settled a consolidated class action matter, and another class action case was dismissed.

Pacific Investment Management Company LLC ("PIMCO") and Allianz Asset Management of America, L.P. (AAM US), have been named as defendants in litigation in California brought by William H. Gross, a former employee of PIMCO, in October 2015. Mr. Gross’s complaint against PIMCO alleges that, even though Gross resigned, he is entitled to additional profit sharing payments from PIMCO of at least USD 200mn. Allianz believes that this lawsuit is without merit. The ultimate outcome of this matter cannot yet be determined."

14. Description of Allianz SE and Allianz Group – Board of Management

On page 142 of the Prospectus, the section "Board of Management" as replaced by the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording:

"Board of Management The Board of Management (Vorstand) of Allianz SE currently consists of nine members, and is multinationally staffed, in keeping with Allianz Group's international orientation. The areas of responsibility of the members of the Board of Management and their principal board memberships outside the Allianz Group are listed below.

Name Area of Responsibility Principal Outside Board Memberships

Oliver Bäte Chairman of the Board of None Management of Allianz SE (CEO) Sergio Balbinot Insurance Western & Member of the board of directors (Consiglio di Southern Europe, Middle Amministrazione) of Unicredit S.p.A. East, Africa, India (Insurance Asia Pacific as of 1 January 2017) Jacqueline Hunt Asset Management, US None Life Insurance Dr. Helga Jung Insurance Iberia & Latin Member of the supervisory board of Deutsche America, Legal & Telekom AG Compliance, Mergers & Acquisitions Dr. Christof Operations (COO) Member of the supervisory body of Vo lkswagen

16 Name Area of Responsibility Principal Outside Board Memberships

Mascher Autoversicherung AG Dr. Axel Theis Global Insurance Lines & Member of the supervisory body of ProCurand Anglo Markets, Russia, GmbH & KGaA ESG Dr. Dieter Finance, Controlling, Member of the administrative board (Verwaltungsrat) Wemmer Risk (CFO) of UBS Group AG Dr. Werner Insurance German Vice-President of the supervisory body of FC Bayern Zedelius Speaking Countries and München AG Central & Eastern Europe Dr. Maximilian Investments (until 31 None Zimmerer (until 31 December 2016: December 2016)5 Insurance Asia Pacific)

The members of the Board of Management may be contacted at the business address of Allianz SE."

15. Description of Allianz SE and Allianz Group – Major Shareholders

On pages 143 through 144 of the Prospectus, the section "Major Shareholders", as replaced by the 1st Supplement dated 24 May 2016 and the 2nd Supplement dated 12 August 2016, shall be deleted in its entirety and replaced by the following wording: "Major Shareholders Under the German Securities Trading Act (Wertpapierhandelsgesetz), holders of voting securities of a listed German company are required to notify the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or BaFin) and the company of the level of their holding whenever it reaches, exceeds or falls below specified thresholds. These thresholds are 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of a company's voting rights. The provisions of the German Securities Trading Act provide several criteria for attribution of voting rights. BlackRock, Inc., Wilmington, USA, notified Allianz SE that on 10 November 2016, the share of voting rights directly or indirectly held by BlackRock amounted to 5.98% of the voting rights. BlackRock is therefore the major shareholder of Allianz SE."

16. Description of Allianz SE and Allianz Group – Alternative Performance Measures

On page 144 of the Prospectus, after the section "Share Capital of Allianz SE" a new section "Alternative Performance Measures", shall be inserted with the following wording: "Alternative Performance Measures The Allianz Group uses, throughout its financial publications, alternative performance measures (APMs) in addition to the figures which are prepared in accordance with the International Financial Reporting Standards (IFRS). We believe that these measures provide

5 He will be replaced by Dr. Günther Thallinger as of 1 January 2017.

17 useful information to investors and enhance the understanding of our results. These financial measures are designed to measure performance, growth, profit generation and capital efficiency. The APMs should be viewed as complementary to, rather than a substitute for, the figures determined according to IFRS. This Prospectus contains references to the following major alternative performance measures: – Total revenues – Internal Growth – Operating profit – Return on Equity – Combined ratio – New Business Margin – Cost-income ratio – Total assets under management Investors should consider that similarly titled APMs reported by other companies may be calculated differently. For that reason, the comparability of APMs across companies might be limited. In accordance with the guidelines of the European Securities and Markets Authority (ESMA), the following information is given in regards to the above mentioned alternative performance measures: – Definition of the APM, its use and limitations on the usefulness. – Reconciliation of the APM to the most directly reconcilable line item, subtotal or total presented in the financial statements. Definitions, use and limitations Total revenues Definition and usefulness Total revenues are defined as the amount of money that Allianz earns for providing its products and services. It is the "top line" figure from which costs and expenses are subtracted to determine operating profit and net income. According to our business segments, total revenues in Allianz Group comprise gross premiums written in Property-Casualty, statutory premiums in Life/Health, operating revenues in Asset Management and total revenues in Corporate and Other (Banking). Total revenues -Allianz Group = Gross premiums written Property-Casualty + Statutory premiums Life/Health + Operating revenues Asset Management + Total revenues Corporate and Other (Banking) We consider total revenues as a key performance indicator and believe that it is useful and meaningful to our external audience because it is an important financial measure for the performance and growth of -Allianz Group during a specific time period. Limitations on the usefulness

18 Total revenues do not provide any information as to the profitability of Allianz Group. Therefore, total revenues should always be viewed in conjunction with other performance indicators such as operating profit or net income. Furthermore, total revenues are subject to fluctuations which do not derive from the performance of Allianz Group. These fluctuations result from effects of price changes, foreign currency translation as well as acquisitions, disposals and transfers. Accordingly, in addition to presenting nominal total revenue growth, we also present internal growth, which excludes some of these effects. Internal Growth Definition and usefulness The Allianz Group presents the percentage change of total revenues adjusted for foreign currency translation and portfolio effects in addition to presenting the nominal total revenue growth. The adjusted percentage change is called internal growth. The Allianz Group’s Consolidated Financial Statements are presented in Euro. As a significant portion of our total revenues results from countries outside the Eurozone, the comparability between different periods is affected when exchange rates fluctuate. The comparability of our total revenues is further influenced by acquisitions, disposals as well as transfers (or “changes in scope of consolidation”). We believe that internal growth allows a meaningful analysis of revenue development as it makes data comparable from period to period and enhances an understanding of the underlying operating development. Management uses internal growth in the steering of our business.

Internal growth of total revenues is determined by correcting nominal total revenue growth for the effects of foreign currency translation as well as acquisitions and disposals. Foreign currency translation effects are calculated as

total revenues at CY FX rate – total revenues at PY FX rate FX Effects = PY total revenues at PY FX rate

CY = current year period PY = prior year period

The effects of acquisitions are calculated as the percentage change in total revenues attributable to the acquired business while the effects of disposals are determined as the percentage change in total revenues assuming the disposed business had not been part of the Allianz Group in the previous period.

Limitations on the usefulness Internal growth rates are not adjusted for other effects, such as price changes.

19 Operating Profit (OP) Definition and usefulness The Allianz Group uses operating profit to evaluate the performance of its reportable segments as well as of the -Allianz Group as a whole. Operating profit highlights the portion of income before income taxes that is attributable to the ongoing core operations of the Allianz Group. The Allianz Group considers the presentation of operating profit to be useful and meaningful to investors because it enhances the understanding of the Allianz Group’s underlying operating performance and the comparability of its operating performance over time. Operating profit is used as one of the decision metrics by Allianz Group’s management. To better understand the ongoing operations of the business, the Allianz Group generally excludes the following non-operating effects:

– acquisition-related expenses and the amortization of intangible assets, as these relate to business combinations, – interest expenses from external debt, as these relate to the capital structure of the Allianz Group, – income from financial assets and liabilities carried at fair value through income (net), as this does not reflect the Allianz Group’s long-term performance, – realized capital gains and losses (net) or impairments of investments (net), as the timing of sales that would result in such realized gains or losses is largely at the discretion of the Allianz Group and impairments are largely dependent on market cycles or issuer-specific events over which the Allianz Group has little or no control and which can vary, sometimes materially, over time, – certain one-off effects from pension revaluation, – Profit (loss) of substantial subsidiaries held-for-sale, but not yet sold. The following exceptions apply to this general rule: In all reportable segments, income from financial assets and liabilities carried at fair value through income (net) is treated as operating profit if the income relates to operating business. For life/health insurance business and property-casualty insurance products with premium refunds, all items listed above are included in operating profit if the profit sources are shared with policyholders. This is also applicable to tax benefits, which are shared with policyholders. IFRS requires that the consolidated income statements present all tax benefits in the income taxes line item, even when they belong to policyholders. In the segment reporting, tax benefits are reclassified and shown within operating profit in order to adequately reflect the policyholder participation in tax benefits. Operating profit should be viewed as complementary to, and not as a substitute for, income before income taxes or net income as determined in accordance with IFRS. Limitations on the usefulness Operating profit is subject to fluctuations which do not derive from the performance of Allianz Group such as changes in foreign currency rates or acquisitions, disposals and transfers between reportable segments.

20 Return on Equity (RoE) Definition and usefulness For Allianz Group, return on equity represents net income attributable to shareholders divided by the average shareholders’ equity excluding unrealized gains/losses on bonds (net of Shadow DAC) at the beginning of the period and at the end of the period.

Net income attributable to shareholders

RoE AZ Group (Shareholders’ equity1,2 begin of period + Shareholders’ equity1,2 end of period)/2

1 Shareholders’ equity excluding non-controlling interests 2 Shareholders’ equity excluding unrealized gains/losses on bonds (net of Shadow DAC)

Limitations on the usefulness The RoE of Allianz Group includes items which are not indicative of the performance of management. Furthermore, RoE is not available at Line of Business or product level. The performance indicator RoE is inherently limited by the fact that it represents a ratio and thus does not provide any information as to the absolute amount of net income or shareholders’ equity/total equity excluding unrealized gains/losses on bonds (net of Shadow DAC).

Combined Ratio (CR) Definition and usefulness Allianz Group uses the combined ratio as a measure of underwriting profitability in the Property-Casualty segment. The combined ratio represents the total of acquisition and administrative expenses (net) and claims and insurance benefits incurred (net) divided by premiums earned (net).

Acq. and admin. expenses (net) + Claims and ins. benefits inc. (net) CR PC Segment = Premiums earned (net)

The combined ratio is typically expressed as a percentage. A ratio of below 100 % indicates that the underwriting result is profitable, whereas a ratio of above 100 % indicates an underwriting loss. The combined ratio can be further broken down into the loss ratio and the expense ratio. The loss ratio represents claims and insurance benefits incurred (net) divided by premiums earned (net), and thus expresses the percentage of net earned premiums used to settle claims.

Claims and ins. benefits inc. (net) Loss ratio PC Segment = Premiums earned (net)

21 The expense ratio represents acquisition and administrative expenses (net) divided by premiums earned (net). It expresses the percentage of net earned premiums used to cover underwriting expenses for the acquisition of new or renewal business and for administrative expenses.

Acq. and admin. expenses (net) Expense ratio PC Segment = Premiums earned (net)

Limitations on the usefulness The combined ratio is used to measure underwriting profitability, but it does not capture the profitability of the investment result or the non-operating result. Even in case of a combined ratio of above 100 %, the operating profit and/or the net income can still be positive due to a positive investment income and/or a positive non-operating result. Moreover, the usefulness of the combined ratio is inherently limited by the fact that it is a ratio and thus it does not provide information on the absolute amount of the underwriting result. New business margin (NBM) Definition and usefulness The new business margin is a common key performance indicator to measure the profitability of new business in our Life/Health segment. The NBM is calculated as the Value of new business (VNB) divided by the Present value of new business premiums (PVNBP).

Value of new business (VBN) NBM LH Segment = Present value of new business premium (PVNBP)

The VNB is the additional value to the shareholder which is created through the activity of writing new business in the current period. It is defined as the present value of future profits (PVFP) after acquisition expenses overrun or underrun, minus the time value of financial options and guarantees (O & G) and minus the risk margin (RM), all determined at the date of issue. The PVNBP is the present value of projected new regular premiums, discounted with risk-free rates, plus the total amount of single premiums received. VNB and PVNBP are determined by using an actuarial platform. In the actuarial platform, insurance contracts are projected deterministically using best estimate assumptions for lapse, mortality, disability and expenses until maturity. Contracts are projected no longer than 60 years. Premiums are before reinsurance. To receive a valid and meaningful NBM, the calculation of VNB and PVNBP need to be based on the same assumptions. Limitations on the usefulness Limitations come from the best estimate assumptions, including risk-free rate, and the long projection period of up to 60 years. The best estimate assumptions are derived from historical data. That means that a different future customer behavior could lead to variances. The same is applicable for the risk-free rate, which is based on current market data. Furthermore, the long projection period is worthy of discussion, because changes such as regulatory changes or a new currency are not reflected in the projection.

22 Cost-income Ratio (CIR) Definition and usefulness The Allianz Group uses the cost-income ratio as a key performance indicator in the Asset Management segment. The CIR sets operating expenses in relation to operating revenues in a given period.

Operating expenses CIR AM Segment = Operating revenues

Allianz Group uses CIR in order to measure the efficiency of its activities in the Asset Management segment. Changes in the ratio indicate a change in efficiency. Limitations on the usefulness The CIR in a given period of time can be influenced by special items, one-offs or foreign exchange effects on the revenue and/or expense side which lead to a change in CIR without a long-term change of efficiency. Moreover, the usefulness of the cost-income ratio is inherently limited by the fact that it is a ratio and thus it does not provide information on the absolute amount of the operating revenues and expenses. Total assets under management (AuM) Definition and usefulness Assets under management are assets or securities portfolios, valued at current market value, for which Allianz Asset Management companies provide discretionary investment management decisions and have the portfolio management responsibility. They are managed on behalf of third parties as well as on behalf of the Allianz Group. AuM are a key performance indicator in Allianz Group and the underlying success of our asset management activities in comparison with prior periods as well as in comparison with other companies. Changes in AuM are driven by net flows, market and other, consolidation/deconsolidation effects and foreign exchange effects. Net flows represent the sum of new clients’ assets, additional contributions from existing clients, including dividend reinvestment, withdrawals of assets from, and termination of, separate client accounts, mutual funds and distributions to investors. Market and other represents current income earned on, and changes in fair value of, securities held in separate client accounts or mutual funds. It also includes dividends from net investment income and from net realized capital gains to investors of open ended mutual funds and of closed end funds. Net flows as well as market and other define the real growth of the AuM base. Limitations on the usefulness

23 The volume of AuM reported is subject to fluctuations which do not derive from the success of our asset management activities. These fluctuations result from effects of foreign currency translation as well as acquisitions, disposals and transfers. Reconciliations Total revenues Total revenues comprise statutory gross premiums written in Property--Casualty and Life/Health, operating revenues in Asset Management, and total revenues in Corporate and Other (Banking).

Composition of total revenues

€ mn nine months ended 30 September 2016 2015

Property-Casualty

Gross premiums written 40,382 40,704

Life/Health

Statutory premiums 47,504 49,854

Asset Management

Operating revenues 4,366 4,757 consisting of:

Net fee and commission income 4,363 4,769 Net interest income1 (4) (5) Income from financial assets and liabilities carried at fair value through income (net) 6 (9) Other income 2 2

Corporate and Other thereof: Total revenues (Banking) 400 416 consisting of:

Interest and similar income 362 418 Income from financial assets and liabilities carried at fair value through income (net)2 9 13 Fee and commission income 396 407 Interest expenses, excluding interest expenses from external debt (131) (163) Fee and commission expenses (238) (258) Consolidation effects within Corporate and Other 3 –

Consolidation (227) (261)

Allianz Group total revenues 92,425 95,469

1 Represents interest and similar income less interest expenses. 2 Includes trading income.

24 Internal growth The IFRS financial measure most directly comparable to internal growth is the nominal growth of total revenue growth.

Reconciliation of nominal total revenue growth to internal total revenue growth in %

% Changes in Foreign nine months Internal scope of currency Nominal ended 30 September growth consolidation translation growth

2016

Property-Casualty 3.1 (1.4) (2.5) (0.8)

Life/Health (4.2) 0.2 (0.7) (4.7)

Asset Management (8.4) 0.2 (0.1) (8.2)

Corporate and Other (3.9) – – (3.9)

Allianz Group (1.3) (0.5) (1.4) (3.2)

2015

Property-Casualty 2.6 2.5 4.0 9.1

Life/Health (4.2) (0.9) 4.8 (0.2)

Asset Management (13.3) – 13.6 0.3

Corporate and Other 3.5 (0.7) – 2.8

Allianz Group (1.9) 0.5 4.9 3.5

Operating profit (OP)

Business Segment Information - Reconciliation of Operating Profit (Loss) to Net Income (Loss)

€ mn Asset Corporate nine months ended 30 September Property-Casualty Life/Health Management and Other Consolidation Group

2016

Operating profit (loss) 3,949 3,065 1,565 (566) (7) 8,007

Non-operating investment result

Non-operating income from financial assets and liabilities carried at fair value through income (net) (32) 22 – 75 2 68 Non-operating realized gains/losses (net) 507 38 – 395 121 1,061 Non-operating impairments of investments (net) (202) (222) – (68) – (492) Subtotal 274 (162) – 402 123 637 Income from fully consolidated private equity – – – – – –

25 Business Segment Information - Reconciliation of Operating Profit (Loss) to Net Income (Loss)

€ mn Asset Corporate nine months ended 30 September Property-Casualty Life/Health Management and Other Consolidation Group investments (net)

Interest expenses from external debt – – – (635) – (635) Acquisition-related expenses – – – – – – One-off effects from pension revaluation – – – – – – Non-operating amortization of intangible assets (42) (34) (9) (6) – (92) Reclassifications – (259) – – (51) (310) Non-operating items 232 (455) (9) (239) 71 (400)

Income before income taxes 4,181 2,611 1,556 (804) 64 7,607 Income taxes (1,136) (815) (565) 275 58 (2,183) Net income (loss) 3,045 1,795 990 (530) 123 5,424

Net income (loss) attributable to:

Non-controlling interests 119 110 47 13 (3) 285 Shareholders 2,926 1,686 944 (542) 126 5,139

2015

Operating profit (loss) 4,382 2,695 1,661 (577) (11) 8,149

Non-operating investment result

Non-operating income from financial assets and liabilities carried at fair value through income (net) (22) (60) – (39) (3) (124) Non-operating realized gains/losses (net) 613 203 – 246 (170) 892 Non-operating impairments of investments (net) (191) (14) – (13) – (218)

Subtotal 400 128 – 194 (173) 550 Income from fully consolidated private equity investments (net) – – – (32) 15 (18) Interest expenses from external debt – – – (637) – (637) Acquisition-related expenses – – 10 1 – 11 One-off effects from pension revaluation (181) (13) (31) 224 – – Non-operating amortization of intangible assets (45) (40) (8) (6) – (99) Reclassifications – – – – (25) (25)

Non-operating items 175 76 (28) (256) (183) (217)

Income before income taxes 4,556 2,771 1,632 (833) (195) 7,932

26 Business Segment Information - Reconciliation of Operating Profit (Loss) to Net Income (Loss)

€ mn Asset Corporate nine months ended 30 September Property-Casualty Life/Health Management and Other Consolidation Group

Income taxes (1,272) (823) (600) 225 26 (2,444) Net income (loss) 3,285 1,948 1,033 (609) (168) 5,488

Net income (loss) attributable to:

Non-controlling interests 117 107 52 14 – 290 Shareholders 3,168 1,840 981 (622) (168) 5,198

Return on Equity (ROE) Return on equity represents net income attributable to shareholders divided by the average shareholders’ equity excluding unrealized gains/losses on bonds (net of Shadow DAC) at the beginning of the period and at the end of the period.

Net income attributable to shareholders

RoE AZ Group = (Shareholders’ equity1,2 begin of period + Shareholders’ equity1,2 end of period)/2

1 Shareholders’ equity excluding non-controlling interests 2 Shareholders’ equity excluding unrealized gains/losses on bonds (net of Shadow DAC)

Reconciliation of return on equity for Allianz Group

€ mn nine months ended 30 September 2016 20151

Net income attributable to shareholders 5,139 6,616

Shareholders' equity bop 63,144 60,747

Shareholders' equity eop 70,055 63,144 Unrealised gains/losses on bonds (net of Shadow DAC) bop 7,554 10,656 Unrealised gains/losses on bonds (net of Shadow DAC) eop 14,804 7,554 Return on equity (excluding unrealized gains/losses on bonds net of Shadow DAC) in % 9.3 12.5 annualized in % 12.4

1 For 2015, the return on equity for the full year is shown.

27 Combined Ratio (CR) The combined ratio represents the total of acquisition and administrative expenses (net) and claims and insurance benefits incurred (net) divided by premiums earned (net).

Acq. and admin. expenses (net) + Claims and ins. benefits inc. (net) CR PC Segment = Premiums earned (net)

Reconciliation of combined ratio

€ mn nine months ended 30 September 2016 2015

Claims and insurance benefits incurred (net) (22,925) (22,970) Acquisition and administrative expenses (net), excluding one-off effects from pension revaluation (9,814) (9,773)

Premiums earned (net) 34,679 34,804

Combined ratio in % 94.4 94.1 Loss ratio in % 66.1 66.0 Expense ratio in % 28.3 28.1

New business margin (NBM) There is no comparable IFRS financial measure. Therefore, reconciliation is not possible. However, our calculation of NBM is consistent with the accounting policies we apply in our financial statements prepared in accordance with IFRS. Cost-income Ratio (CIR) The cost-income ratio sets operating expenses in relation to operating revenues in a given period.

Operating expenses CIR AM Segment = Operating revenues

Reconciliation of cost-income ratio

€ mn nine months ended 30 September 2016 2015

Operating expenses (2,801) (3,096)

Operating revenues 4,366 4,757

Cost-income ratio in % 64.2 65.1

28 Reconciliation of cost-income ratio

€ mn nine months ended 30 September 2016 2015

Total assets under management (AuM) There is no comparable IFRS financial measure. Therefore, reconciliation is not possible. However, our calculation of AuM is consistent with the accounting policies we apply in our financial statements prepared in accordance with IFRS.

17. Documents incorporated by reference

The Cross Reference List on pages 177 through 179 of the Prospectus, as supplemented by the 1st Supplement dated 24 May 2016 and replaced by the 2nd Supplement dated 12 August 2016, relating to the documents incorporated by reference into the Prospectus, shall be supplemented by the following rows: "

Information Incorporated by Reference Reference

Allianz Group Quarterly Earnings Release for the third quarter of 20166 Quarterly Earnings Release for the third quarter Pages 1-7 of 2016 "

18. Documents incorporated by reference

The list of links on page 179 of the Prospectus, as supplemented by the 1st Supplement dated 24 May 2016 and replaced by the 2nd Supplement dated 12 August 2016, relating to the documents incorporated by reference into the Prospectus, shall be supplemented by the following links: " Allianz Group Financial Information as of 30 September 2016: https://www.allianz.com/v_1478844017000/media/investor_relations/en/results/2016-3q/3q16-ir- release.pdf "

6 The figures in the Quarterly Earnings Release for the third quarter of 2016 are unaudited and unreviewed.

29 Registered Offices of the Issuers Allianz Finance II B.V. Allianz Finance III B.V. Allianz SE Keizersgracht 484 Keizersgracht 484 Königinstrasse 28 NL-1017 EH Amsterdam NL-1017 EH Amsterdam D-80802 Munich Netherlands Netherlands Germany

Registered Office of the Guarantor

Allianz SE Königinstrasse 28 D-80802 Munich Germany

Fiscal Agent and Paying Agent

Deutsche Bank Aktiengesellschaft Taunusanlage 12 D-60325 Frankfurt am Main Germany

Luxembourg Listing Agent

Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg

Arranger

Commerzbank Aktiengesellschaft Kaiserstrasse 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany

Auditors To Allianz Finance II B.V. and to Allianz Finance III B.V. To Allianz SE KPMG Accountants N.V. (until 31 December 2015) KPMG AG Wirtschaftsprüfungsgesellschaft Laan van Langerhuize 1 Ganghoferstraße 29 NL-1186 DS Amstelveen D-80339 Munich The Netherlands Germany BDO Audit & Assurance B.V. (from 1 January 2016) Krijgsman 9, 1186 DM Amstelveen Postbus/P.O. Box 71730, 1008 DE Amsterdam The Netherlands

Legal Advisers To Allianz Finance II B.V. and to Allianz Finance III B.V. To the Arranger as to German law as to Dutch law Allen & Overy LLP Linklaters LLP Apollolaan 15 Taunusanlage 8 NL-1077 AB Amsterdam D-60329 Frankfurt am Main The Netherlands Germany

30