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ALLIANZ SE ALLIANZ FINANCE II B.V. € 10,000,000,000 Debt

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ALLIANZ SE ALLIANZ FINANCE II B.V. € 10,000,000,000 Debt 2nd Supplement pursuant to Art. 5(4) and Art. 16(1) of Directive 2003/71/EC (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) (the "Supplement") dated 10 April 2008 to the Prospectus dated 26 September 2007 as supplemented by a 1st Supplement dated 13 November 2007 (the "Prospectus") with respect to ALLIANZ SE (incorporated as a European Company (Societas Europaea – SE) in Munich, Germany) ALLIANZ FINANCE II B.V. (incorporated with limited liability in Amsterdam, The Netherlands) € 10,000,000,000 Debt Issuance Programme Guaranteed by ALLIANZ SE (incorporated as a European Company (Societas Europaea – SE) in Munich, Germany) 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 Law, investors who have already agreed to purchase or subscribe for the securities before the supplement is published have the right, exercisable within a time limit which shall not be shorter than two working days after the publication of the supplement, to withdraw their acceptances. 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 The purpose of this Supplement is to inform about recent developments with respect to the Issuers (as defined below) and to incorporate by reference into the Prospectus the relevant parts as set out in the below table of the audited Annual Report 2007 of Allianz Group, relevant parts as set out in the below table of the audited Annual Report 2007 of Allianz SE and relevant parts as set out in the below table of the audited Financial Statements for the year 2007 of Allianz Finance II B.V.. 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 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 Issuer 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. 1. Documents incorporated by Reference The Cross Reference List on page 6 and 7 of the Prospectus, relating to the documents incorporated by reference into the Prospectus, shall be supplemented by the following rows: " Information Incorporated by Reference Reference Allianz Group Annual Report 2007 Total revenues, operating profit, net income for Page 38 business segments/consolidated net income Impact of the financial markets turbulence Pages 38-41 Consolidated Balance Sheets Page 128 Consolidated Income Statements Page 129 Consolidated Statements of Changes in Equity Page 130 Consolidated Statements of Cash Flows Pages 131-133 Notes to the Consolidated Financial Statements Pages 134-175 Supplementary Information to the Consolidated Pages 176-202 Balance Sheets Supplementary information to the Consolidated Pages 203-216 Income Statements Other Information Pages 217-243 Selected Subsidiaries and other holdings Pages 244-249 Auditors’ Report Page 251 Allianz SE 2 Annual Report 2007 Balance Sheet as of December 31 Pages 52-53 Income Statement for the Period from January Page 54 1 to December 31 Notes to the Financial Statements Pages 55-74 Basis of Preparation Page 55 Accounting, Valuation and Calcutation Pages 55-56 method Supplementary Information on Assets Pages 58-61 Supplementary Information on Equity Pages 62-67 and Liabilities Supplementary Information on the Pages 68-69 Income Statement Other information Pages 70-74 Auditors’ Report Page 76 Allianz Finance II B.V. Financial Statements for the year 2007 Consolidated balance sheet as at 31 December Page 4 2007 Consolidated income statement for the year Page 5 2007 Consolidated statement of recognised income Page 6 and expense for the year 2007 Consolidated cash flow statement for the year Page 7 2007 Notes to the 2007 financial statements Pages 8-22 Balance sheet as at 31 December 2007 Page 23 Income statement for the year 2007 Page 24 Statement of recognised income and expense Page 25 for the year 2007 Cash flow statement for the year 2007 Page 26 Notes to the 2007 financial statements Pages 27-37 Auditor’s Report Page 39-40 " Any information not listed in the cross reference list above but included in the documents incorporated by reference is given for information purposes only. Copies of the documents which are incorporated by reference herein will be available free of charge from the offices of the Principal Paying Agent Deutsche Bank Aktiengesellschaft, Grosse Gallusstrasse 10-14, D-60272 Frankfurt am Main, Germany and the Luxembourg Paying Agent Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer, L-1115 Luxembourg. 3 2. Summary of Risk Factors On Page 18 of the Prospectus at the end of section "Summary of Risk Factors relating to Allianz SE/Allianz Group" the following bullet point shall be added: " • The crisis in the mortgage market in the United States led to a revaluation of credit risks. In addition, the prices for many types of asset-backed securities (ABS) and other structured products have deteriorated. Continuation or worsening of the turbulence in the world’s financial markets could have a material adverse effect on the Allianz Group’s financial position, shareholders’ equity or results of operations in future periods. " 3. Risk Factors On Page 28 of the Prospectus at the end of section "Risk Factors relating to Allianz SE" the following wording shall be added: "The Allianz Group has been and may continue to be adversely affected by ongoing turbulence and volatility in the world’s financial markets. Starting in the second half of 2007, the crisis in the mortgage market in the United States, triggered by a serious disruption of credit quality, led to a revaluation of credit risks. These conditions have resulted in greater volatility, less liquidity, the widening of credit spreads and overall tightening of financial markets throughout the world. In addition, the prices for many types of asset-backed securities (ABS) and other structured products have deteriorated. Although most of Allianz Group’s insurance operations have not been significantly affected by this crisis, Allianz Group has been impacted primarily as a result of Allianz Group's investment banking operations’ exposures to U.S. mortgage-related structured investment products, including subprime, midprime and prime residential mortgage-backed securities (RMBS), collateralized debt obligations (CDOs), monoline insurer guarantees, structured investment vehicles (SIVs) and other investments. As a result, in late 2007, Allianz Group recorded significant negative revaluations on the investment portfolio of its subsidiary, Dresdner Bank. The valuation of ABS and other affected instruments is a complex process, involving the consideration of market transactions, pricing models, management judgment and other factors, and is also impacted by external factors such as underlying mortgage default rates, interest rates, rating agency actions and property valuations. While Allianz Group continues to monitor its exposures in this area, in light of the ongoing market environment and the resulting uncertainties concerning valuations, it is difficult to predict how long these volatile conditions will exist and how the Allianz Group’s markets, business and operations will be affected. Continuation or worsening of the turbulence in the world’s financial markets could have a material adverse effect on the Allianz Group’s financial position, shareholders’ equity or results of operations in future periods." 4. Recent Developments and Outlook On page 88 the first sentence under the heading "Recent Developments and Outlook shall be replaced by the following: "Since December 31, 2007, there has been no material adverse change in the prospects of Allianz Finance II B.V.." 4 On page 89 the sentence under the heading "Material Changes" shall be replaced by the following: "Since December 31, 2007, there has been no significant change with regard to the financial or trading position of Allianz Finance II B.V.." On page 128 the section "Significant Changes" and "Trend Information and Outlook" shall be replaced by the following: Significant Changes and Trend Information and Outlook "Since since December 31, 2007, there has been no material adverse change in the prospects of Allianz SE and no significant change with regard to the financial or trading position of Allianz SE , other than disclosed in the documents incorporated by reference and in particular in the sections "Impact of the financial markets turbulence" and "Subsequent events" in the Annual Report of Allianz Group 2007." 5 Allianz Finance II B.V.
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