Commentary & Deal Flow

Allianz SE (ALVGR) exp instrument ratings A3/A (Moody's/S&P - s/s) US$750m (WNG) 144A/Reg S PerpNC9 jr subordinated notes, first reset date 4/30/35. Optional Redemption: Callable at par on each business day from (and including) 10/30/34 to (but excluding) first reset date; on first reset date; after first reset date, each business day from (and including) 10/30 immediately before each reset date to (but excluding) such reset date; and each reset date; subject to conditions including full write-up of any write-downs. Special Event Redemptions: Tax Event, Regulatory Event, Accounting Event and Rating Methodology Event. Principal Write-Down: Upon Trigger Event or Deterioration Event, principal written down to US$0.01; write-up at Issuer's discretion subject to conditions. Mandatory Interest Cancellation: Non-cumulative; upon Insolvency Event, supervisory prohibition, Solvency Capital Event or insufficient Available Distributable Items. BofA/CACIB/Citi/HSBC (B&D)/Miz joint active books. UOP: General corporate purposes including the refinancing of existing debt. Marketing: www.netroadshow.com Passcode: ALVGR2026. Sale into Canada: Yes - Exemption. Governing Law: German (form, content and rights of Noteholders); New York (dispositions among DTC participants). Denominations: 200,000 x 200,000. 144A CUSIP/ISIN: 018820AF7/US018820AF78. Reg S CUSIP/ISIN: X10001AF6/USX10001AF65. Settle 04/22 (T+5).

IPTs: 6.875% area.

LAUNCHED: $750m PerpNC9 at 6.50%.

• Issuer: Allianz SE
• Instrument: Perpetual Fixed Rate Resettable Restricted Tier 1 Notes
• Issuer Senior Ratings: Aa2/AA (Moody's/S&P)
• Expected Issue Ratings: A3/A (Moody's/S&P)
• Status: Unsecured subordinated obligations of the Issuer, ranking pari passu among themselves and subordinated to the Issuer’s Senior Ranking Debt (including unsubordinated obligations, Tier 2 basic own-funds, Tier 3 basic own-funds and any instruments ranking at least pari passu with Tier 2 or Tier 3 instruments); senior only to equity
• Issue Amount: US$750m (WNG)
• Settlement Date: 22-Apr-26 (T+5)
• Reset Dates: 30-Apr-35 (the “First Reset Date”) and thereafter any fifth anniversary of the preceding Reset Date
• Maturity Date: Perpetual
• Redemption at the Option of the Issuer: The Issuer may redeem the Notes (in whole only) on (i) each Business Day during the period from (and including) 30-Oct-34 to (but excluding) the First Reset Date; (ii) the First Reset Date; (iii) after the First Reset Date, each Business Day during the period from (and including) 30 October immediately before each Reset Date to (but excluding) such Reset Date; and (iv) each Reset Date, at the prevailing Reference Principal Amount, together with accrued interest (unless cancelled), subject to the Conditions to Redemption. Optional redemption and redemption for minimum outstanding amount is prohibited unless any write-downs have been fully written up (subject to the ten-year write-up limitation – see “Reference Principal Amount” below)
• Rate of Interest: Fixed rate of [●] per cent per annum, payable annually in arrear on 30 April in each year, commencing on 30-Apr-26 (short first interest period) until (but excluding) the First Reset Date. Interest rate resets on the First Reset Date and every Reset Date thereafter to the sum of the applicable Reference Rate and the Margin (no step-up)
• Reference Rate: Annualized 5 year CMT Rate
• Margin: [●] per cent (determined at pricing vs. the annualized interpolated 7yr & 10yr US Treasury rates)***
• Day Count: 30/360
• Optional Interest Cancellation: The Issuer has the right to non-cumulative cancellation (in whole or in part) of any payment of interest on the Notes on any Interest Payment Date, in its sole discretion
• Mandatory Interest Cancellation: Interest will be mandatorily cancelled in case of (i) an Insolvency Event having occurred, including if it would occur as a result of such interest payment, (ii) a prohibition by order of the Competent Supervisory Authority, (iii) a Solvency Capital Event having occurred, including if it would occur as a result of such interest payment (subject to an exceptional prudential waiver in certain circumstances), or (iv) insufficient Available Distributable Items. Any cancellation is non-cumulative
• Solvency Capital Event: Non-compliance by the Issuer and/or the Group with a Regulatory Ratio applicable to the Issuer and/or the Group (Solo SCR Ratio, the Group SCR Ratio, the Solo MCR Ratio and the Group MCR Ratio)
• Extraordinary Call Rights: The Issuer may redeem the Notes (in whole only) at the then Prevailing Principal Amount, together with any accrued interest (unless cancelled), at any time upon the occurrence of a Tax Event, Regulatory Event or Rating Agency Event. However, the call right for a minimal outstanding principal amount (the aggregate principal amount of the Notes outstanding is equal to or less than 25 per cent of the aggregate principal amount of the Notes previously issued) may only be exercised by the Issuer if the Prevailing Principal Amount of each Note is equal to its prevailing Reference Principal Amount. Any such redemption is subject to the Conditions to Redemption. The Issuer may waive at any time and in its sole discretion, any of the above call rights for a definite or indefinite period of time
• Conditions to Redemption: Any redemption of the Notes or Repurchase is subject to: (i) no Insolvency Event having occurred, including if it would occur as a result of such redemption or repurchase (ii) no Relevant Consolidated Subsidiary Insolvency Event having occurred, unless the Competent Supervisory Authority does not object to the redemption or repurchase (iii) no Solvency Capital Event having occurred, including if it would occur as a result of such redemption or repurchase (subject to an exceptional prudential waiver in certain circumstances), and (iv) prior approval by the Competent Supervisory Authority. Any redemption of the Notes or any Repurchase prior to the fifth anniversary of the issue date of the Notes is additionally subject to replacement by Tier 1 Own-Fund Items of at least the same quality (or, for redemption following a Regulatory Event or Tax Event, the respective solvency capital requirement applicable to the Issuer and/or the Group being exceeded by an appropriate margin and the Issuer demonstrating to the Competent Supervisory Authority that such event was not reasonably foreseeable at issuance). Any redemption of the Notes or Repurchase from (and including) the fifth anniversary of the issue date of the Notes to (but excluding) the tenth anniversary of the issue date of the Notes is additionally subject to the respective solvency capital requirement applicable to the Issuer and/or the Group being exceeded by an appropriate margin, unless the Notes are replaced by Tier 1 Own-Fund Items of at least the same quality
• Trigger Event: Occurs in case: (i) the Solo SCR Ratio and/or the Group SCR ratio is equal to or less than 75 per cent; (ii) the Issuer’s Solo MCR Ratio and/or Group MCR Ratio is equal to or less than 100 per cent; or (iii) the Solo SCR Ratio and/or the Group SCR Ratio is less than 100 per cent but more than 75 per cent and has not improved to at least 100 per cent of the relevant solvency capital requirement for a period of at least three months (a “Special Trigger Event”)
• Regulatory Ratio: Means the Solo SCR Ratio, the Group SCR Ratio, the Solo MCR Ratio and the Group MCR Ratio
• Principal Write-Down: Upon the occurrence of a Trigger Event or a Deterioration Event, the Prevailing Principal Amount of each Note shall be fully written down to US$0.01. However, if only one or more Special Trigger Events, but no other Trigger Event, have occurred, the Issuer may, in its sole discretion, exceptionally elect to refrain from a write-down in full or in part, to the extent permitted under the then applicable requirements for the recognition of subordinated debt instruments as Restricted Tier 1 Instruments in accordance with the Solvency II Directive, which may, inter alia, be subject to the approval of the Competent Supervisory Authority. The Notes may be written down on more than one occasion
• Principal Write-Up: The Notes may be written up at the Issuer's sole discretion if (i) each Regulatory Ratio is above 100 per cent (at time of write-up and for the preceding financial year), the write-up would not cause any Regulatory Ratio to decline to/below 100 per cent and there is no imminent risk that any Regulatory Ratio declines to 100 per cent or less within the next 3 months after the write-up (ii) the net income of the Issuer of the immediately preceding financial year (to be determined on the basis of a pro forma calculation) is sufficient for a write-up (iii) loss absorbency is not undermined (iv) such write-up would not hinder recapitalisation, and (v) no Insolvency or Liquidation Proceedings are ongoing
• Reference Principal Amount: At the issue date and in the absence of any write down, the Reference Principal Amount equals the Initial Principal Amount of US$200k per Note. If, the principal amount of a Note was written down once or several times and has not been fully written up again to the Reference Principal Amount applicable at the time of the last write-down in full within ten years after the last write-down, then the Reference Principal Amount of each Note from the tenth anniversary of the last write-down shall correspond to the Prevailing Principal Amount of each Note at that time. A Note that was previously written down can, at any time, only be written up to a maximum principal amount equal to its then prevailing Reference Principal Amount
• Format: 144A/Reg S
• Selling Restrictions: Prospective investors are referred to the selling restrictions contained in the section headed "Selling Restrictions" commencing on page 130 of the Preliminary Offering Circular dated 15-Apr-26. In addition to the prohibition of sales to EEA and UK Retail Investors, there are specific restrictions on the offer, sale and transfer of the Notes in the United States, the United Kingdom, Hong Kong, Japan, Singapore, Switzerland, and Canada
• Sales into Canada: Yes – via Exemption
• Documentation: Preliminary Offering Circular dated 15-Apr-26
• Governing Law: German (form and the content of the Notes and rights of Noteholders); New York (dispositions of beneficial interests in the Notes among DTC participants or among DTC and DTC participants)
• Denominations / Increments / Listing: US$200k / US$200k / Luxembourg (Euro MTF)
• Use of Proceeds: General corporate purposes including the refinancing of existing debt
• CUSIP / ISIN:
• • 144A: 018820 AF7 / US018820AF78
  • Reg S: X10001 AF6 / USX10001AF65
• LEI: 529900K9B0N5BT694847
• Issuer Country of Incorporation: Germany
• Joint Lead Managers: BofA Securities, Citi, Credit Agricole CIB, HSBC (B&D), Mizuho
• Timing: Today’s business
• Target Market: No EU PRIIPs key information document (KID)or CCI product summary has been prepared as not available to retail in EEA, the UK or elsewhere
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The final Offering Circular will be available on the website of the Luxembourg Stock Exchange (www.luxse.com)