Bond Berlin Hypotheken AG 0.375% ( DE000BHY0GN0 ) in EUR

Berlin Hypotheken AG

100 % ▲

Germany

DE000BHY0GN0 ( in EUR )

0.375% per year ( payment 1 time a year)

25/01/2027

Prospectus brochure of the bond Berlin Hyp AG DE000BHY0GN0 en EUR 0.375%, maturity 25/01/2027

100 000 EUR

500 000 000 EUR

25/01/2026 ( In 199 days )

Berlin Hyp AG is a German public limited company specializing in commercial real estate financing, primarily serving institutional investors and property developers.

Berlin Hyp AG issued a ?500,000,000 0.375% bond (ISIN: DE000BHY0GN0) maturing on January 25, 2027, with a minimum trading size of ?100,000 and currently trading at 100% of its face value, paying interest annually.

This document constitutes two base prospectuses for the purpose of Article 8 of the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") of Berlin Hyp
AG: (i) the base prospectus in respect of non-equity securities within the meaning of Article 2 c) of the Prospectus
Regulation and (ii) the base prospectus in respect of Pfandbriefe (non-equity securities within the meaning of
Article. 2 c) of the Prospectus Regulation (together, the "Base Prospectus").

Base Prospectus

22 March 2023

Berlin Hyp AG
Berlin, Federal Republic of Germany
35,000,000,000
Offering Programme
(the "Programme")
Under the Programme Berlin Hyp AG ("Berlin Hyp", "Berlin Hyp AG", the "Bank" or the "Issuer") may from time
to time issue notes (the "Notes", which expression includes, unless otherwise indicated, Pfandbriefe). Notes
other than Pfandbriefe may be issued on a subordinated or unsubordinated basis.
Application has been made to list Notes issued under the Programme (i) on the official list of the Luxembourg
Stock Exchange, to admit Notes to trading on the Regulated Market of the Luxembourg Stock Exchange (Bourse
de Luxembourg) and (ii) to admit Notes to trading on the markets of the Berlin Stock Exchange (Börse Berlin,
regulierter Markt). These regulated markets are regulated markets for purposes of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II"). Notes issued under the Programme
may also be listed or traded on other or further stock exchanges (including stock exchanges in other Member
States within the European Economic Area) or may not be listed at all.
Berlin Hyp AG has requested the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand
Duchy of Luxembourg in its capacity as the competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg
Law") to (i) approve this Base Prospectus and (ii) provide the competent authorities in the Federal Republic of
Germany, the Republic of Ireland and the Republic of Austria with a certificate of such approval attesting that the
Base Prospectus has been drawn up in accordance with the Prospectus Regulation and the Luxembourg Law
(each a "Notification").
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus
Regulation. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. By approving this Prospectus, the
CSSF does not assume any responsibility as to the economic and financial soundness of any issue of Notes
under the Programme and the quality or solvency of the Issuer pursuant to Article 6 (4) of the Luxembourg Law.
Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are
the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing
in the Notes. The Issuer may request the CSSF to provide competent authorities in additional host Member
States within the European Economic Area with a Notification.

Arranger

UniCredit

Dealers

UniCredit

Berlin Hyp
i

This Base Prospectus will be published in electronic form on the website of the Issuer
(https://www.berlinhyp.de/en/investors/base-prospectus-final-terms) and on the website of the
Luxembourg Stock Exchange (www.luxse.com).
The validity ends upon expiration of 22 March 2024. There is no obligation to supplement the Propsectus
in the event of significant new factors, material mistakes or material inaccuracies when the Base
Prospectus is no longer valid.
Potential investors should be aware that any website referred to in this Base Prospectus does not form part of
this Base Prospectus and has not been scrutinised or approved by the CSSF.

ii

IMPORTANT NOTICE
This Base Prospectus should be read and understood in conjunction with any supplement thereto and
with any other document incorporated herein by reference. Full information on Berlin Hyp and any
Notes is only available on the basis of the combination of the Base Prospectus and the applicable
Final Terms relating to such Notes.
The Issuer has confirmed to the Arranger and the Dealers set forth on the cover page and any dealer
which wil be appointed under the Programme that this Base Prospectus contains all information
which is material in the context of the Programme and the issue and offering of Notes thereunder; that
the information contained herein is accurate and complete in all material respects and is not
misleading; that any opinions and intentions expressed herein are honestly held; that there are no
other facts, the omission of which would make this Base Prospectus as a whole or any of such
information or the expression of any such opinions or intentions misleading; and that the Issuer has
made al reasonable enquiries to ascertain al facts material for the purposes aforesaid.
The Issuer has undertaken with the Arranger and Dealer (i) to publish a supplement to this Base
Prospectus or to publish a new Base Prospectus if and when information herein should become
materially inaccurate or incomplete or in the event of any significant new factor, material mistake or
inaccuracy relating to the information included in this Base Prospectus which is capable of affecting
the assessment of the Notes and (i ) where approval by the CSSF of any such document is required,
to have such document approved by the CSSF.
No person is authorised to give any information or to make any representation in connection with the
issue and sale of the Notes other than that which is contained in this Base Prospectus or any other
document entered into in relation to the Programme or any information supplied by the Issuer or such
other information as is in the public domain and, if given or made, such information and
representations should not be relied upon as having been authorised by the Issuer.
The delivery of this Base Prospectus or any Final Terms and the offering, sale or delivery of any
Notes may not be taken as an implication that the information contained in such documents is
accurate and complete subsequent to their respective dates of issue or that there has been no
adverse change in the financial situation of the Issuer since such date or that any other information
supplied in connection with the Programme is accurate at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus, any document incorporated herein by reference and any
Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by
law.
Neither the Arranger nor the Dealer, their affiliates nor any other person mentioned in this Base
Prospectus, except for the Issuer, is responsible for the information contained in this Base Prospectus
or any supplement thereto, or any Final Terms or any other document incorporated herein by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none
of these persons accepts any responsibility for the accuracy and completeness of the information
contained in any of these documents
Persons into whose possession this Base Prospectus or any Final Terms come are required by the
Issuer to inform themselves about, and to observe, any such restrictions. A description of the relevant
restrictions on offers, sales and deliveries of Notes and on the distribution of the Base Prospectus or
any Final Terms and other offering material relating to the Notes wil be provided in the applicable
Final Terms. In particular, the Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended, and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States of America or to U.S. persons.
This Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such an offer or solicitation.
This Base Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for
or purchase any Notes.
i i

In connection with the issue of any Notes, the institution(s) (if any) named as the stabilisation
manager(s) (or persons acting on behalf of any stabilisation manager(s)) in the applicable Final Terms
may over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the stabilisation
manager (or persons acting on behalf of any stabilisation manager(s)) wil undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of
the terms of the offer of the relevant Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Notes and 60 days
after the date of the allotment of the relevant Notes. Any stabilisation action or over-allotment must be
conducted by the relevant stabilisation manager(s) (or person(s) acting on behalf of any stabilisation
manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus (i) all references to "", "EUR", "Euro", "euro" and "EURO" are to the lawfulf
currency of the European Economic and Monetary Union, (i ) al references to "U.S dollars" and "U.S.
$" are to lawful currency of the United States of America and (i i) all references to "GBP" are to lawful
currency of the United Kingdom.
Important EEA Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sale to EEA Retail
Investors", the Notes are not intended, to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a
customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (ii ) not a qualified investor as defined in Article 2 (e) of the Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the
"Prospectus Regulation"). Consequently, no key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA and the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
Important UK Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sale to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (8) of Article 2(1) of Commission Delegated Regulation (EU) 2017/565 as it forms part
of English law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (i ) a customer
within the meaning of the Financial Services and Markets Act 2000, as amended ("FSMA") and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of English law by virtue of the EUWA; or (i i) not a qualified investor as
defined in Article 2 of Regulation 2017/1129 as it forms part of English law by virtue of the EUWA
("UK Prospectus Regulation"). Consequently no key information document required by Regulation
(EU) No 1286/2014 as it forms part of English law by virtue of EUWA (the "UK PRIIPs Regulation")
for offering or sel ing the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor or in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / target market

The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in
iv

respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR Product Governance / Target Market

The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which wil outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MIFIR Product Governance Rules.

Benchmarks register

Interest amounts payable under the floating rate Notes may be calculated by reference to the Euro
Interbank Offered Rate ("EURIBOR®"), which is currently provided by European Money Markets
Institute ("EMMI"), the Constant Maturity Swap ("CMS") which is currently provided by ICE
Benchmark Administration Limited ("IBA"), the Sterling Overnight Index Average ("SONIA®"), which is
currently provided by the Bank of England, the Secured Overnight Financing Rate ("SOFR®"), which
is currently provided by the Federal Reserve Bank of New York or the Euro Short-Term Rate
("STR®"), which is published by the European Central Bank or other indices which are deemed
benchmarks for the purposes of the Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). As
at the date of this Base Prospectus, EMMI appears on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
Article 36 of the Benchmarks Regulation (the "Benchmarks Register"), while the IBA, Bank of
England, the Federal Reserve Bank of New York and the European Central Bank do not appear on
the Benchmarks Register. The relevant Final Terms will specify whether the relevant administrator or
the administrator of a successor reference rate to EURIBOR®, CMS, SONIA®, SOFR®, STR® or the
administrator of another relevant index deemed a benchmark appear in the Benchmarks Register as
of the date of such Final Terms, if relevant.
ESG Ratings
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related
management arrangements established to mitigate those risks has been or may be assessed by
several agencies, as selected by the Issuer, among others, through Environmental, Social and
Governance ratings ("ESG ratings").
ESG ratings may vary amongst ESG rating agencies as the methodologies used to determine ESG
ratings may differ.
The Issuer's ESG ratings are not necessarily indicative of its current or future operating or financial
performance, or any future ability to service the Notes and are only current as of the dates on which
they were initial y issued. Prospective investors must determine for themselves the relevance of any
such ESG ratings information contained in this Base Prospectus or elsewhere in making an
investment decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the
Issuer or any other person to buy, sell or hold the Notes. Currently, the providers of such ESG ratings
are not subject to any regulatory or other similar oversight in respect of their determination and award
v

of ESG ratings. For more information regarding the assessment methodologies used to determine
ESG ratings, please refer to the relevant rating agency's website (which website does not form a part
of, nor is incorporated by reference in, this Base Prospectus).
Alternative Performance Measures
Certain financial measures presented in this Base Prospectus and in the documents incorporated by
reference are not recognised financial measures under International Financial Reporting Standards as
adopted by the European Union ("IFRS") ("Alternative Performance Measures") and may therefore
not be considered as an alternative to the financial measures defined in the accounting standards in
accordance with generally accepted accounting principles. The Alternative Performance Measures
are intended to supplement investors' understanding of the Issuer's financial information by providing
measures which investors, financial analysts and management use to help evaluate the Issuer's
financial leverage and operating performance. Special items which the Issuer does not believe to be
indicative of ongoing business performance are excluded from these calculations so that investors
can better evaluate and analyse historical and future business trends on a consistent basis.
Definitions of these Alternative Performance Measures may not be comparable to similar definitions
used by other companies and are not a substitute for similar measures according to IFRS.
Consent to use the Base Prospectus
Throughout the period of the validity of this Base Prospectus in accordance with Article 12 (1) of the
Prospectus Regulation each financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use the Base Prospectus in the Federal Republic of
Germany, the Grand Duchy of Luxembourg, the Republic of Ireland and the Republic of Austria for
the subsequent resale or final placement of the relevant Notes during the respective offer period (as
determined in the applicable Final Terms) during which subsequent resale or final placement of the
relevant Notes can be made, provided however, that the Issuer confirms such consent in the relevant
Final Terms. The Issuer accepts responsibility for the information given in this Base Prospectus also
with respect to such subsequent resale or final placement of the relevant Notes.

The Base Prospectus may only be delivered to potential investors together with al supplements
published before such delivery. The Base Prospectus and any supplement to the Base Prospectus
are available for viewing in electronic form on the website of the Issuer www.berlinhyp.de (see
https://www.berlinhyp.de/en/investors).

When using the Base Prospectus, each dealer and/or relevant further financial intermediary must
make certain that it complies with all applicable laws and regulations in force in the respective
jurisdictions.

In the event of an offer being made by a dealer and/or a further financial intermediary the
financial intermediary will provide information to investors on the terms and conditions of the
Notes at the time of that offer.

Any financial intermediary using the Base Prospectus will state on its website that it uses the
Base Prospectus in accordance with a consent and the conditions attached to such consent.
Any new information with respect to the financial intermediaries, unknown at the time of the approval
of
this
Base
Prospectus
will
be
published
on
the
website
of
the
Issuer
(https://www.berlinhyp.de/en/investors).
Third Party Information
Where information has been sourced from a third party, the Issuer confirms that this information has
been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from
information published by that third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading. The source of information is set out where the
relevant information is given.
None of the Dealers, any of their affiliates or any other person mentioned in this Base Prospectus
makes any representation as to the suitability of the Notes to fulfil social, environmental and
vi

sustainability criteria required by any prospective investors. The Dealers have not undertaken, nor are
responsible for, any assessment of any Social Bond Framework, Sustainability-Linked Bond
Framework, Green Bond Framework or any Eligible Green or Social Projects, any verification of
whether such Eligible Green or Social Projects meet the criteria set out in such Social Bond
Framework or Green Bond Framework or the monitoring of the use of proceeds or any key
performance indicator(s) in the context of Sustainability-linked Notes (as defined below).

vii

TABLE OF CONTENTS
Page
Important Notice .................................................................................................................... iii
1.
Description of the Programme ................................................................................... 1
2.
Risk Factors............................................................................................................... 4
2.1
Risk Factors regarding Berlin Hyp .................................................................. 4
2.2
Risk Factors regarding the Notes ................................................................. 11
3.
Responsibility Statement ......................................................................................... 20
4.
Berlin Hyp AG .......................................................................................................... 21
4.1.
Statutory Auditors ......................................................................................... 21
4.2
History and Development ............................................................................. 21
4.2.1
Legal and Commercial Name, Place of Registration,
Registration Number .................................................................... 21
4.2.2
Corporate Purpose ....................................................................... 21
4.2.3
Date of Incorporation .................................................................... 21
4.2.4
Legal Form, Domicile, Address, Telephone Number, Website,
Legislation .................................................................................... 21
4.2.5
Share Capital, Shares .................................................................. 21
4.2.6
Evaluation of Berlin Hyp's Solvency ............................................. 22
4.2.7
Borrowing and Funding Structure ................................................. 22
4.3
Business Overview ....................................................................................... 22
4.3.1
Principal Activities ........................................................................ 22
4.3.2
Mortgage Business ....................................................................... 22
4.3.3
Public Loan Business ................................................................... 22
4.3.4
Refinancing .................................................................................. 22
4.3.5
Principal Markets .......................................................................... 23
4.4
Organisational Structure ............................................................................... 23
4.5
Dependence ................................................................................................. 23
4.6
Significant Contracts .................................................................................... 23
4.7
Trend Information ......................................................................................... 23
4.8
Management and Supervisory Bodies .......................................................... 23
4.8.1
Board of Management .................................................................. 24
4.8.2
Supervisory Board ........................................................................ 24
4.8.3
Shareholders' Meeting (Hauptversammlung) ................................ 25
4.8.4
Cover Assets Trustee ................................................................... 25
4.8.5
Conflict of interests ....................................................................... 25
4.9
Major shareholders ....................................................................................... 25
vii

4.10 Financial Information concerning Berlin Hyp's Assets and Liabilities,
Financial Position and Profits and Losses .................................................... 25
4.10.1
Historical Financial Information ..................................................... 25
4.10.2
Financial statements .................................................................... 26
4.10.3
Auditing of Historical Financial Information ................................... 28
4.10.4
Governmental, Legal and Arbitration Proceedings ........................ 28
4.10.5
Significant change in Berlin Hyp's Financial Position .................... 28
4.11 Ratings ......................................................................................................... 28
4.12 Developments .............................................................................................. 29
4.13 Documents on Display ................................................................................. 32
5.
Terms and Conditions of the Notes and Related Information ................................... 34
5.1
Terms and Conditions of the Notes and the Pfandbriefe - English
Language Version ........................................................................................ 35
5.1.1
Instructions for the use of the Terms and Conditions ...................... 35
5.1.2
Terms and Conditions of Notes (other than Pfandbriefe) .............. 36
Option I: Terms and Conditions for Fixed Rate Notes ................... 36
Option II: Terms and Conditions for Floating Rate Notes .............. 55
Option III: Terms and Conditions for Zero Coupon Notes .............. 92
5.1.3
Terms and Conditions of Pfandbriefe ......................................... 108
Option IV: Terms and Conditions for Fixed Rate Pfandbriefe ...... 108
Option V: Terms and Conditions for Floating Rate Pfandbriefe ... 119
Option VI: Terms and Conditions for Zero Coupon Pfandbriefe .. 148
5.2
Terms and Conditions of the Notes and Pfandbriefe - German Language
Version (Übersetzung der Emissionsbedingungen ins Deutsche) ............... 156
5.2.1
Handlungsanweisungen für die Verwendung der
Emissionsbedingungen ............................................................... 156
5.2.2
Emissionsbedingungen für Schuldverschreibungen
(Ausgenommen Pfandbriefe) ...................................................... 157
Option I: Emissionsbedingungen für Festverzinsliche
Schuldverschreibungen .............................................. 157
Option II: Emissionsbedingungen für Variabel Verzinsliche
Schuldverschreibungen .............................................. 179
Option III: Emissionsbedingungen für Nullkupon-
Schuldverschreibungen .............................................. 219
5.2.3
Emissionsbedingungen für Pfandbriefe ...................................... 237
Option IV: Emissionsbedingungen für Festverzinsliche
Pfandbriefe ................................................................. 237
Option V: Emissionsbedingungen für Variabel Verzinsliche
Pfandbriefe ................................................................. 249
Option VI: Emissionsbedingungen für Nullkupon-Pfandbriefe ..... 280
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5.3
Form of Final Terms ................................................................................... 288
6.
Warning regarding Taxation ................................................................................... 308
7.
Selling Restrictions ................................................................................................ 309
8.
General Information ............................................................................................... 314
8.1
Pfandbriefe ................................................................................................. 314
8.2
Use of Proceeds and Reasons for the Offer ............................................... 319
8.3
Listing Information ...................................................................................... 319
8.4
Clearing Systems ....................................................................................... 319
8.5
Authorisation .............................................................................................. 320
8.6
Interests of Natural and Legal Persons involved in the Issue/Offer ............. 320
8.7
Increase of Programme Limit ..................................................................... 320
9.
Documents Incorporated by Reference.................................................................. 321
10.
Names and Addresses .......................................................................................... 325

x