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Allianz Se Allianz Finance Ii B.V. Allianz 2nd 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 12 August 2016 (the "Supplement") to the Base Prospectus dated 2 May 2016, as supplemented by the 1st Supplement dated 24 May 2016 (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 17 August 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. The purpose of this Supplement is primarily to incorporate by reference the relevant parts of the unaudited Interim Report for the First Half Year of 2016 of Allianz Group, the unaudited Interim Report for the Second Quarter and First Half Year of 2015 of Allianz Group, the unaudited Interim financial statements for the six-months period ended 30 June 2016 of Allianz Finance II B.V. and the unaudited Interim financial statements for the six-months period ended 30 June 2016 of Allianz Finance III B.V. as set out in the below table, 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 177 through 179 of the Prospectus, as supplemented by the 1st Supplement dated 24 May 2016, relating to the documents incorporated by reference into the Prospectus, shall be deleted in its entirety and replaced by the following wording: "DOCUMENTS INCORPORATED BY REFERENCE This Base Prospectus should be read and construed in conjunction with the following documents which have been previously published or are published simultaneously with this Base Prospectus and which have been filed with the CSSF and shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus, all of which shall be deemed to be incorporated by reference in, and to form part of, this Base Prospectus and which shall be deemed to modify or supersede the contents of this Base Prospectus to the extent that a statement contained in any such document is inconsistent with such contents. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus with respect to any Notes issued thereafter: Cross Reference List Information Incorporated by Reference Reference Allianz Group Annual Report 2015 Business Operations and Markets Pages 53-57 Consolidated Balance Sheets Page 135 Consolidated Income Statements Page 136 Consolidated Statements of Comprehensive Income Page 137 Consolidated Statements of Changes in Equity Page 138 Consolidated Statements of Cash Flows Pages 139-140 Notes to the Consolidated Financial Statements Pages 141-241 2 Notes to the Consolidated Balance Sheets Pages 172-198 Notes to the Consolidated Income Statements Pages 199-206 Other Information Pages 207-233 List of participations of the Allianz Group as Pages 234-240 of December 31, 2015 according to § 313(2) HGB Auditor's Report1 Page 242 Information Incorporated by Reference Reference Allianz Group Annual Report 2014 Consolidated Balance Sheets Page 151 Consolidated Income Statements Page 152 Consolidated Statements of Comprehensive Income Page 153 Consolidated Statements of Changes in Equity Page 154 Consolidated Statements of Cash Flows Pages 155-156 Notes to the Consolidated Financial Statements Pages 157-263 Notes to the Consolidated Balance Sheets Pages 190-218 Notes to the Consolidated Income Statements Pages 219-226 Other Information Pages 227-255 List of participations of the Allianz Group as Pages 256-262 of December 31, 2014 according to § 313(2) HGB Auditor's Report1 Page 264 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) 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. 3 No. 1 HGB Auditor's Report2 Page 107 Information Incorporated by Reference Reference Allianz SE Annual Report 2014 Balance Sheet Pages 82-83 Income Statement Page 84 Notes to the Financial Statements of Allianz SE Pages 85-113 List of participations Allianz SE, Munich as Pages 109-113 of December 31, 2014 according to § 285 No. 11 HGB in conjunction with § 286 (3) No. 1 HGB Auditor's Report2 Page 115 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 year Page 5 2015 Statement of changes in equity for the year 2015 Page 6 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 II B.V. Financial Statements for the year 2014 Balance sheet as at 31 December 2014 Page 4 Statement of comprehensive income for the year Page 5 2014 Statement of changes in equity for the year 2014 Page 6 Cash flow statement for the year 2014 Page 7 Notes to the 2014 financial statements Pages 8-22 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. 4 Auditor's Report Pages 23-25 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 year Page 5 2015 Statement of changes in equity for the year 2015 Page 6 Cash flow statement for the year 2015 Page 7 Notes
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