Obligation Deutsche Börse AG 1.25% ( DE000A289N78 ) en EUR

Deutsche Börse AG

90.58 % ▲

Allemagne

DE000A289N78 ( en EUR )

1.25% par an ( paiement annuel )

15/06/2047

Prospectus brochure de l'obligation Deutsche Börse AG DE000A289N78 en EUR 1.25%, échéance 15/06/2047

100 000 EUR

600 000 000 EUR

16/06/2024 ( Dans 26 jours )

L'Obligation émise par Deutsche Börse AG ( Allemagne ) , en EUR, avec le code ISIN DE000A289N78, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2047

Prospectus dated 12 June 2020

Deutsche Börse Aktiengesellschaft
(Frankfurt am Main, Federal Republic of Germany)
600,000,000 Subordinated Resettable Fixed Rate Notes due 2047
ISIN DE000A289N78, Common Code 218943128, WKN A289N7
Issue price: 100.00 per cent.
Deutsche Börse Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany (the "Issuer") will issue on 16 June 2020 (the
"Issue Date") 600,000,000 Subordinated Resettable Fixed Rate Notes due 2047 (the "Notes") in the denomination of 100,000
each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including the Issue Date to but excluding 16 June 2027 (the "First Reset Date") at a rate of
1.250 per cent. per annum, scheduled to be paid annually in arrear on 16 June in each year, commencing on 16 June 2021. Thereafter,
unless previously redeemed, the Notes will bear interest from and including the First Reset Date to but excluding 16 June 2047 (the
"Maturity Date") at a rate per annum equal to the applicable 5-year swap rate for the relevant Reset Period (each as defined in § 4
of the terms and conditions of the Notes (the "Terms and Conditions")) plus 168.1 basis points per annum (including a step-up of
25 basis points), payable in arrear on 16 June of each year, commencing on 16 June 2028.
The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 5(1) of the Terms and Conditions) (such
payments the "Deferred Interest Payments"). The Issuer may pay such Deferred Interest Payments (in whole or in part) at any
time upon due notice (as set out in § 5(2) of the Terms and Conditions) and it shall pay such Deferred Interest Payments (in whole,
but not in part) under certain other circumstances (as set out in § 5(3) of the Terms and Conditions). Such Deferred Interest Payments
will not bear interest themselves.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
Under certain circumstances described in § 6 of the Terms and Conditions, the Notes may be subject to early redemption.
The Notes will be represented by a global note in bearer form without interest coupons (the "Global Note"). The Global Note will
be deposited prior to the issue date with Clearstream Banking Aktiengesellschaft, Eschborn ("Clearstream Frankfurt").
The Issuer will appoint Clearstream Frankfurt as its book-entry registrar in respect of the Notes under a book-entry registration
agreement. Clearstream Frankfurt will agree to maintain a register showing the aggregate number of the Notes represented by the
Global Note under the name of Clearstream Frankfurt, and Clearstream Frankfurt will agree, as agent of the Issuer, to maintain
records of the Notes credited to the accounts of the accountholders of Clearstream Frankfurt for the benefit of the holders of the co-
ownership interests in the Global Note, and the Issuer and Clearstream Frankfurt will agree, for the benefit of the holders of co-
ownership interests in the Global Note, that the actual number of Notes from time to time shall be evidenced by the records of
Clearstream Frankfurt.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) No 2017/1129 of
the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). This Prospectus, together
with all documents incorporated by reference, will be published in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of the Issuer (https://www.www.deutsche-boerse.com).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg (the "CSSF") in its
capacity as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should neither be
considered as an endorsement of the Issuer that is subject of this Prospectus nor of the quality of the securities that are the subject
of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany") with a
certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation.

This Prospectus will be valid until 12 June 2021 and may in this period be used for admission of the Notes to trading on a regulated
market. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this
Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without
undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus
will cease to apply once the Notes have been admitted to trading on a regulated market and at the latest upon expiry of the validity
period of this Prospectus.
Application has been made to the Frankfurt Stock Exchange for the Notes to be listed on the Frankfurt Stock Exchange and to be
traded on the regulated market of the Frankfurt Stock Exchange. Application has also been made to the Luxembourg Stock
Exchange for the Notes to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted
to trading on the Luxembourg Stock Exchange's regulated market. The regulated market of the Frankfurt Stock Exchange and the
Luxembourg Stock Exchange's regulated market are regulated markets for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II").
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such
offer or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
and subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons.
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") or the United Kingdom. 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 MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97 (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. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the
PRIIPs Regulation.
Following the First Reset Date, interest amounts payable under the Notes are calculated by reference to the annual swap rate for
swap transactions denominated in EUR with a term of 5 years, which appears on the Reuters Screen Page "ICESWAP2 / EURFIXA"
under the heading "EURIBOR BASIS" as of 11.00 a.m. (Frankfurt time) on the relevant Interest Determination Date, and which is
provided by ICE Benchmark Administration Limited. As at the date of this Prospectus, ICE Benchmark Administration Limited
appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmark Regulation").
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to
risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial
condition. Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 6 of
this Prospectus.
Joint Lead Managers
BNP PARIBAS
Citigroup
Deutsche Bank
J.P. Morgan
Global Coordinator &
Structuring Adviser
BofA Securities
Commerzbank
HSBC
Société Générale
Corporate &
Investment Banking

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Germany accepts responsibility for the information contained in this Prospectus
and hereby declares that the information contained in this Prospectus is, to the best of its knowledge, in accordance with
the facts and contains no omission likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all relevant information with respect to the Issuer (also
referred to as "Deutsche Börse" herein) and its consolidated subsidiaries taken as a whole (the "Deutsche Börse Group"
or the "Group") and to the Notes which is material in the context of the issue and the offering of the Notes, including all
relevant information which, according to the particular nature of the Issuer and of the Notes is necessary to enable
investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position,
profits and losses, and prospects of the Issuer and the Deutsche Börse Group and of the rights attached to the Notes;
(ii) the statements contained in this Prospectus relating to the Issuer, the Deutsche Börse Group and the Notes are in every
material respect true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Deutsche
Börse Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any
statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer
to ascertain such facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this Prospectus
and, if given or made, such information or representation must not be relied upon as having been authorised by or on
behalf of the Issuer or BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank Aktiengesellschaft, J.P. Morgan
Securities plc, BofA Securities Europe SA, Commerzbank Aktiengesellschaft, HSBC Bank plc and Société Générale
(together, the "Joint Lead Managers).
This Prospectus should be read and understood in conjunction with any supplement hereto and with all documents
incorporated herein or therein by reference.
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language constitutes a
translation, except for the Terms and Conditions in respect of which German is the legally binding language.
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May
1998 on the introduction of the Euro, as amended. References to "billions" are to thousands of millions.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an
offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that such recipient should
purchase any Notes.
This Prospectus reflects the status as at its date. The offering, sale and delivery of the Notes and the distribution of the
Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent
to the date hereof or that there has been no adverse change in the financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, none of the Joint Lead Managers, any of their affiliates
or any other person mentioned in the Prospectus, except for the Issuer, accepts responsibility for the accuracy and
completeness of the information contained in this Prospectus or any other documents incorporated by reference and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any
responsibility for the accuracy and completeness of the information contained in any of these documents. The Joint Lead
Managers have not independently verified any such information and accept no responsibility for the accuracy thereof.
2

This Prospectus does not constitute, and may not be used for the purposes 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 offer
or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any
such restrictions. For a description of the restrictions see the section "Subscription and Sale of the Notes Selling
Restrictions" below. In particular, the Notes have not been and will not be registered under the Securities Act and are
subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or
delivered within the United States of America or to U.S. persons as defined in Regulation S under the Securities Act
("Regulation S").
The Notes issued pursuant to this Prospectus are complex financial instruments and are not a suitable or appropriate
investment for all investors.
For the avoidance of doubt the content of any website referred to in this Prospectus does not form part of this Prospectus
and the information on such websites has not been scrutinised or approved by the CSSF as competent authority under the
Prospectus Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET: PROFESSIONAL INVESTORS AND ECPS
ONLY
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPS REGULATION / PROSPECTUS REGULATION / PROHIBITION OF SALES TO EEA AND 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 EEA or the United Kingdom. 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 MiFID II; or (ii) a customer
within the meaning of 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. Consequently, no key information document required by the PRIIPs
Regulation for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the
United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Lead Managers the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.
BENCHMARK REGULATION: STATEMENT ON REGISTRATION OF BENCHMARK ADMINISTRATOR
Following the First Reset Date, interest amounts payable under the Notes are calculated by reference to the annual swap
rate for swap transactions denominated in EUR with a term of 5 years, which appears on the Reuters Screen Page
"ICESWAP2 / EURFIXA" under the heading "EURIBOR BASIS" as of 11.00 a.m. (Frankfurt time) on the relevant
Interest Determination Date, and which is provided by ICE Benchmark Administration Limited. As at the date of this
Prospectus, ICE Benchmark Administration Limited appears on the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 the "Benchmark Regulation.
3

NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures
Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018).
For a further description of certain restrictions on offerings and sales of the Notes see "Subscription and Sale Selling
Restrictions".
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, CITIGROUP GLOBAL MARKETS LIMITED (THE
"STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"Description of the Issuer and Deutsche Börse Group" and statements elsewhere in this Prospectus relating to, among
other things, the future financial performance, plans and expectations regarding developments in the business of the Issuer
and Deutsche Börse Group. These forward-looking statements are subject to a number of risks, uncertainties, assumptions
and other factors that may cause the actual results, including the financial position and profitability of the Issuer or
Deutsche Börse Group, to be materially different from or worse than those expressed or implied by these forward-looking
statements. Neither the Issuer nor the Joint Lead Manager do assume any obligation to update such forward-looking
statements and to adapt them to future events or developments.
ALTERNATIVE PERFORMANCE MEASURES
Certain financial measures presented in this 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 Deutsche Börse Group's financial
information by providing measures which investors, financial analysts and management use to help evaluate Deutsche
Börse Group's financial leverage and operating performance. Special items which the Issuer does not believe to be
indicative of on-going 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.
4

TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 6
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 26
USE OF PROCEEDS ....................................................................................................................................................... 63
DESCRIPTION OF THE ISSUER AND DEUTSCHE BÖRSE GROUP........................................................................ 64
TAXATION ...................................................................................................................................................................... 86
SUBSCRIPTION AND SALE OF THE NOTES ............................................................................................................. 90
GENERAL INFORMATION ........................................................................................................................................... 93
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................... 95

5

RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors and the
other information contained in this Prospectus. Should one or more of the risks described below materialise, this may
have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position and results of
operations (Vermögens-, Finanz- und Ertragslage) or general affairs of the Issuer or the Group. Moreover, if any of these
risks occur, the market value of the Notes and the likelihood that the Issuer will be in a position to fulfil its payment
obligations under the Notes may decrease, in which case the holders of the Notes could lose all or part of their investments.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but
the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for other unknown
reasons than those described below. Additional risks of which the Issuer is not presently aware could also affect the
business operations of Deutsche Börse Group and have a material adverse effect on Deutsche Börse Group's business
activities and financial condition and results of operations. Prospective investors should read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own views
prior to making any investment decision.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
Potential investors should, among other things, consider the following:
Risks relating to the Issuer and Deutsche Börse Group
The risk factors in this section are categorised as follows:
·
Operational Risks
·
Business Risks
·
Financial Risks
When a risk factor is relevant in more than one category, such risk factor is presented only under the category deemed to
be the most relevant for such risk factor. The most significant risk factor under each category is presented first. The other
risk factors are not listed by significance or probability of the risk being materialising. The significance is assessed mainly
on the basis of two criteria, (i) the probability that the risk will materialise and (ii) the magnitude of the negative effect
the materialised risk may have on the Issuer and the Group and any investors.
Operational Risks
Insufficient systems capacity and systems failures could adversely affect Deutsche Börse Group's business.
Deutsche Börse Group's business depends on the performance and reliability of complex computer and communications
systems, including upgrades. Heavy use of its platforms and order routing systems during peak trading times or at times
of unusually high market volatility could cause Deutsche Börse Group's systems to operate slowly or even to fail for
periods of time. Failure to maintain systems, ensure security or to ensure sufficient capacity may also result in a temporary
disruption of Deutsche Börse Group's regulatory and reporting functions.
Deutsche Börse Group has experienced systems failures in the past, and it is possible that Deutsche Börse Group will
experience systems failures in the future. Systems failures could be caused by, among other things, periods of insufficient
capacity of network bandwidth, power or telecommunications failures, acts of God, war, terrorism, human error, natural
disasters, fire, sabotage, hardware or software malfunctions or defects, complications experienced in connection with
system upgrades, computer viruses, intentional acts of vandalism and similar events over which Deutsche Börse Group
has little or no control. Deutsche Börse Group also relies on third parties for systems support. Any interruption in these
third-party services or deterioration in the performance of these services could also be disruptive to its business. In
6

addition, its systems may be adversely affected by failures of other trading systems, as a result of which it may be required
to suspend trading activity in particular securities or, under certain circumstances, unwind trades.
In the event that any of its systems, or those of its third-party service providers, fail or operate slowly, it may cause any
of the following to occur: unanticipated disruptions in service to exchange members and clients (including unavailability
due to pandemic based events), slower response times or delays in trade executions, incomplete or inaccurate recording
or processing of trades, financial losses and liabilities to clients and litigation or other claims against Deutsche Börse
Group.
If Deutsche Börse Group cannot expand system capacity and performance to handle increased demand, or if its systems
otherwise fail to perform and it experiences disruptions in service, slower response times or delays in introducing new
products and services, then Deutsche Börse Group could incur reputational damage, regulatory sanctions, litigation, loss
of trading share, loss of trading volume and loss of revenues, any of which could also have a material adverse effect on
Deutsche Börse Group's business and cash flows, financial condition and results of operations.
Deutsche Börse Group is subject to significant litigation risks and other liabilities.
Many aspects of Deutsche Börse Group's business involve litigation risks. Some of its other liability risks arise under the
laws and regulations relating to the insurance, tax, anti-money laundering, foreign asset controls and foreign corrupt
practices areas. These risks include, among others, potential liability from disputes over terms of a securities trade or from
claims that a system or operational failure or delay caused monetary losses to a customer, as well as potential liability
from claims that Deutsche Börse Group facilitated an unauthorized transaction or provided materially false or misleading
statements in connection with a transaction. Deutsche Börse Group is involved in, and may continue to be involved in,
allegations of misuse of the intellectual property of others, as well as other commercial disputes.
Although aspects of Deutsche Börse Group's business are protected by contractual arrangements providing for limited or
no liability clauses, Deutsche Börse Group could nevertheless be exposed to substantial liability under German law, U.S.
federal and state laws and court decisions, rules and regulations promulgated by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht  "BaFin"), the SEC, U.S. Commodity Futures
Trading Commission (CFTC) or European and other regulators, and laws and court decisions in the countries where
Deutsche Börse Group operates. Deutsche Börse Group could incur significant expenses defending claims, even those
without merit. In addition, an adverse resolution of any lawsuit or claim against Deutsche Börse Group may require it to
pay substantial damages or impose restrictions on how it conducts business.
Please refer to the section "Description of the Issuer and Deutsche Börse Group Litigation" for a description of
significant legal proceedings of Deutsche Börse Group.
An adverse result with respect to any of these various proceedings could have a material adverse effect on Deutsche Börse
Group's business and cash flows, financial condition and results of operations.
Deutsche Börse Group is subject to complex tax rules in various jurisdictions, and its interpretation and application of
these rules may differ from those of relevant tax authorities, which could result in a liability to material additional taxes,
interest and penalties.
Deutsche Börse Group operates in a number of territories and is accordingly subject to tax in several jurisdictions. The
tax rules to which Deutsche Börse Group is subject are complex, and Deutsche Börse Group must make judgements
(including based on external advice) as to the interpretation and application of these rules. The tax affairs of Deutsche
Börse Group are in the ordinary course reviewed by tax authorities. Those tax authorities may disagree with the
interpretation and/or application of relevant tax rules by Deutsche Börse Group. A challenge by a tax authority in these
circumstances might require Deutsche Börse Group to incur costs in connection with litigation against the relevant tax
authority or reaching a settlement with the tax authority and, if the tax authority's challenge is successful, could result in
additional taxes (perhaps together with interest and penalties) being assessed on Deutsche Börse Group, and as a result
an increase in the amount of tax payable by Deutsche Börse Group.
7

Deutsche Börse Group operates in a highly regulated industry that is constantly developing and may be subject to
censures, fines and other legal proceedings if it fails to comply with its legal and regulatory obligations.
Deutsche Börse Group operates in a highly regulated industry and its various entities are subject to extensive regulation,
including competition and antitrust laws. The securities industry, as well as the banking and financial services industry,
are subject to extensive governmental regulation and could become subject to increased regulatory scrutiny.
Following the financial crisis there has been and may continue to be an increased demand for more regulation and stricter
oversight. The implementation of new regulation may impose excessive regulatory burdens. A regulatory trend towards
group-wide compliance could also have impacts upon activities or entities that directly are subject to lesser regulation.
In particular, the regulatory requirements for the risk management of financial institutions have been extended. Examples
are the Mindestanforderungen an das Risikomanagement (MaRisk, German minimum requirements for risk
management), the Circular 12/552 on Central Administration, Internal Governance and Risk Management issued by the
Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier, CSSF), the European
Banking Recovery and Resolution Directive (BRRD), respectively, the German Gesetz zur Abschirmung von Risiken und
zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen (RiskAbschG, Act on Ringfencing
and Recovery and Resolution Planning for Credit Institutions and Financial Groups), risk management requirements set
out in EMIR, the principles for financial market infrastructure of the Financial Stability Board (FSB), the Committee on
Payments and Market Infrastructures (CPMI) and the International Organization of Securities Commissions (IOSCO),
and the act implementing the CRD/CRR.
These regulatory requirements directly affect the financial institutions of the Group, Clearstream, Eurex Clearing AG as
well as European Commodity Clearing AG and Nodal Clear, LLC.
In addition, the Benchmark Regulation entered into force, imposing new requirements on benchmark providers with
regard to their authorisation and governance and the administration of benchmarks. These requirements also apply to
those entities of Deutsche Börse Group which are providing relevant benchmarks such as, for example, DAX.
The failure to comply with these requirements could result in significant sanctions. As the scope of Deutsche Börse
Group's business expands, it may also become subject to oversight by additional regulatory bodies, either directly with
respect to operating entities or also additionally with respect to holding companies. The classification of Deutsche Börse
Group activities as systemically significant could result in the application of additional regulatory or supervisory
requirements, such as by the European Central Bank.
As a result, Deutsche Börse Group may sustain losses related to a failure to comply with new or existing laws or
regulations. Deutsche Börse Group may also sustain losses if contracts must be renegotiated or if contract terms must be
altered as a result of new laws, regulations, or court decisions. Additionally, Deutsche Börse Group may have greater
responsibility for preventing illegal activities, such as fraud, money laundering, market manipulation, economic sanctions
and embargos, corruption, tax evasion, violations of competition regulations or breaches of banking secrecy and face
increased financial exposure or penalties related to an increased responsibility as a result of new laws or regulations.
Furthermore, non-compliance or inadequate compliance with new or existing laws, inadequate contract terms or court
decisions not adequately observed in customary business practice as well as fraud could lead to losses.
Regulators are vested with broad enforcement powers over exchanges, clearing houses, banks and other financial services
providers in their respective jurisdictions, including powers to censure, fine, issue cease-and-desist orders, prohibit a
regulated entity from engaging in some of its operations or suspend or revoke an entity's recognition, license or
registration. In the case of actual or alleged non-compliance with regulatory requirements, Deutsche Börse Group's
entities could be subject to investigations and administrative or judicial proceedings that may result in substantial
penalties, including revocation of a recognition, license or registration. Any such investigation or proceeding, whether
successful or unsuccessful, would result in substantial costs and diversions of resources, could negatively impact Deutsche
Börse Group's reputation and could have a material adverse effect on Deutsche Börse Group's business and cash flows,
financial condition and results of operations. Furthermore, action by any of Deutsche Börse Group's entities' regulators
8

requiring it to limit or otherwise change its operations, or prohibiting it from engaging in certain activities, could adversely
affect its business and cash flows, financial condition and operating results.
Regulatory developments adversely affecting Deutsche Börse Group's businesses and cash flows, financial condition and
results of operations could also result from court rulings such as the ruling of the German Federal Court of Justice
(Bundesgerichtshof) on the permitted scope of usage of index trademarks.
If the indices and other products of Deutsche Börse Group contain undetected errors or malfunction, this could have a
material adverse effect on its business.
The Qontigo business of Deutsche Börse Group develops, calculates, markets and distributes indices in a variety of asset
classes. As a result, Deutsche Börse Group's indices underlie derivative financial instruments of investors, financial
market product developers and issuers. Indices and other products developed or licensed by Deutsche Börse Group may
contain miscalculations or undetected errors. As a consequence, market participants who use real-time price and order
book information or other market signals to make their buy or sell decisions and recommendations or require accurate
instrument reference data for risk management activities and error-free settlement may base their decisions on
miscalculated or erroneous information. Therefore, Deutsche Börse Group may be exposed to damage claims brought
forward against it based on such miscalculations or undetected errors and could suffer harm to its reputation, contractual
disputes, negative publicity, delays in or loss of market acceptance of its products, license terminations or renegotiations,
or unexpected expenses and diversion of resources to remedy errors. This may have a material adverse effect on Deutsche
Börse Group's business and cash flows, financial condition and results of operations.
Deutsche Börse Group may face competitive disadvantages, or may lose or impede its business opportunities, if it does
not receive necessary or timely regulatory approvals for new business initiatives.
Deutsche Börse Group operates regulated businesses including exchanges and/or clearing houses in multiple jurisdictions,
in particular in Germany, the United States, Switzerland and Singapore. Regulators in each of these countries regulate in
particular exchanges and clearing houses through the adoption and enforcement of rules governing the trading activities,
business conduct and financial responsibility of such exchanges and clearing houses and entities and individuals
associated with them. Deutsche Börse Group's initiatives in these jurisdictions with regulatory implications must be
approved by the relevant authorities in each of these countries. In particular, Deutsche Börse Group may from time to
time seek to engage in new business activities, some of which may require changes to its or its exchanges' and clearing
houses' organisational documents or rules that may also require approvals.
Any delay or denial of a requested approval could cause Deutsche Börse Group to lose business opportunities, slow its
ability to integrate its different markets or slow or impede its ability to change its governance practices. Deutsche Börse
Group's competitive position could be significantly weakened if its competitors are able to obtain regulatory approval for
new functionalities faster, or with less cost or difficulty, or if approval is not required for Deutsche Börse Group's
competitors but is required for Deutsche Börse Group. In addition, as Deutsche Börse Group seeks to expand its product
base, it could become subject to the oversight of additional regulatory bodies. As a consequence, any delay or denial of
requested approvals could have a material adverse effect on Deutsche Börse Group's business and cash flows, financial
condition and results of operations.
Similar risks could arise if the banking and financial services institutions operated by Deutsche Börse Group do not
receive necessary or timely regulatory approvals for its new business initiatives.
Service deficiency in Deutsche Börse Group's manual data processing could result in losses.
Deutsche Börse Group relies mostly on automated data processing. However, not all of the data processing is automated
and manual data processing in relation to certain services rendered to its customers is required. Therefore, operator errors
or omissions may occur that relate mainly to manual input of data (e.g. incorrect processing of customer instructions in
the custody business). As a result, Deutsche Börse Group remains exposed in certain business segments to the risk of
inadequate handling of customer instructions. In addition, manual intervention in market and system management is
necessary in certain cases. The manual intervention in data processing may lead to mistakes and disputes with its
9