Allianz Se Allianz Finance Ii B.V. Allianz
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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 8 April 2016 (the "Supplement") to the Base Prospectus dated 2 June 2015, as supplemented by a 1st Supplement dated 24 August 2015 and a 2nd Supplement dated 19 November 2015 (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) 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 12 April 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 Paying Agent and the Luxembourg Listing 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 incorporate by reference the relevant parts of the audited annual reports for the financial year 2015 of Allianz Group and Allianz SE as well as the relevant parts of the audited financial statements for the year 2015 of Allianz Finance II B.V. and Allianz Finance III B.V., each as set out in the below table, and to update several sections of the Prospectus. 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. 1. Documents incorporated by reference The Cross Reference List on pages 168 through 170 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 2015 Consolidated Balance Sheets Page 135 Consolidated Income Statements Page 136 Consolidated Statements of Comprehensive Page 137 Income Consolidated Statements of Changes in Equity Page 138 Consolidated Statements of Cash Flows Pages 139 - 140 Notes to the Consolidated Financial Pages 141-241 Statements Notes to the Consolidated Balance Sheets Pages 172-198 Notes to the Consolidated Income Pages 199-206 Statements Other Information Pages 207-233 List of participations of the Allianz Group Pages 234-240 as of December 31, 2015 according to § 313(2) HGB 2 Auditor's Report1 Page 242 Information Incorporated by Reference Reference Allianz SE Annual Report 2015 Balance Sheet Pages 72-73 Income Statement Page 74 Notes to the Financial Statements of Allianz SE Pages 75-106 List of participations Allianz SE, Munich as Pages 101-105 of December 31, 2015 according to § 285 No. 11 HGB in conjunction with § 286 (3) No. 1 HGB Auditor's Report2 Page 107 Information Incorporated by Reference Reference Allianz Finance II B.V. Financial Statements for the year 2015 Balance sheet as at 31 December 2015 Page 4 Statement of comprehensive income for the Page 5 year 2015 Statement of changes in equity for the year Page 6 2015 Cash flow statement for the year 2015 Page 7 Notes to the 2015 financial statements Pages 8-21 Auditor's Report Pages 22-25 Information Incorporated by Reference Reference Allianz Finance III B.V. Financial Statements for the year 2015 Balance sheet as at 31 December 2015 Page 4 Statement of comprehensive income for the Page 5 year 2015 Statement of changes in equity for the year Page 6 2015 Cash flow statement for the year 2015 Page 7 1 The referenced auditors’ reports, prepared in accordance with § 322 HGB German Commercial Code, refer to the complete consolidated financial statements, comprising the consolidated balance sheets, consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated statement of cash flows and notes to the consolidated financial statements, together with the group management report for the financial year from 1 January to 31 December 2015 and from 1 January to 31 December 2014, respectively. The group management report is not included in this prospectus. The referenced auditor’s reports and consolidated financial statements are both translations of the respective German-language documents. 2 The referenced auditor’s reports, prepared in accordance with § 322 HGB German Commercial Code, refer to the complete financial statements, comprising the balance sheet, income statement and notes to the financial statements, together with the management report for the financial year from 1 January to 31 December 2015 and from 1 January to 31 December 2014, respectively. The management report is not included in this prospectus. The referenced auditor’s reports and financial statements are both translations of the respective German-language documents. 3 Notes to the 2015 financial statements Pages 8-17 Auditor's Report Pages 18-21 " 2. Summary - Section B - Allianz SE - Element B.12 On page 7 of the Prospectus, in Element B.12 of the Summary, the section "Selected historical key financial information" as supplemented by the 1st Supplement dated 24 August 2015 and the 2nd Supplement dated 19 November 2015 shall be deleted in its entirety and replaced by the following wording: " As of or for the years ended 31 December(1) 2015 2014 (amounts in € million) (amounts in € million) Income Statement Total revenues(2) .............................................................................. 125,190 122,253 Operating profit(3) ............................................................................ 10,735 10,402 Net income ...................................................................................... 6,987 6,603 Balance Sheet Total assets ...................................................................................... 848,942 805,787 Shareholders' equity................................................................ 63,144 60,747 Non-controlling interests ................................................................ 2,955 2,955 Total equity...................................................................................... 66,099 63,702 Total liabilities................................................................................. 782,843 742,085 (1) All figures as shown in the Allianz Group's annual report 2015. (2) 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). (3) The Allianz Group uses operating profit as a key financial indicator to assess the performance of its business segments and the Group as a whole. " 3. Summary - Section B - Allianz SE - Element B.12 On page 8 of the Prospectus, in Element B.12 of the Summary, the section "Trend information" shall be deleted in its entirety and replaced by the following wording: "Trend information Not applicable. There has been no material adverse change in the prospects of Allianz SE since 31 December 2015. No developments are currently foreseen that are reasonably likely to have a material effect on Allianz SE's prospects." 4. Summary - Section B - Allianz SE - Element B.12 On page 8 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 August 2015 and the