Obligation BASF 0.875% ( DE000A2BPA51 ) en EUR

BASF

82.15 % ▼

Allemagne

DE000A2BPA51 ( en EUR )

0.875% par an ( paiement annuel )

06/10/2031

Prospectus brochure de l'obligation BASF DE000A2BPA51 en EUR 0.875%, échéance 06/10/2031

1 000 EUR

500 000 000 EUR

06/10/2024 ( Dans 142 jours )

L'Obligation émise par BASF ( Allemagne ) , en EUR, avec le code ISIN DE000A2BPA51, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/10/2031

In case of Notes listed on the official list of and admitted to trading on the regulated market of the Luxembourg Stock
Exchange or publicly offered in the Grand Duchy of Luxembourg, the Final Terms of Notes will be displayed on the website of
the Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes publicly offered in one or more member states of the
European Economic Area other than the Grand Duchy of Luxembourg, the Final Terms will be displayed on the website of
BASF Group (www.BASF.com).
September 29, 2016
29. September 2016
Final Terms
Endgültige Bedingungen
BASF SE
EUR 500,000,000 0.875% Notes due October 6, 2031
EUR 500.000.000 0,875% Schuldverschreibungen fällig am 6. Oktober 2031
Series No.: 26 / Tranche No.: 1
Serien Nr.: 26 / Tranche Nr.: 1
Issue Date: October 6, 2016
Tag der Begebung: 6. Oktober 2016
issued pursuant to the EUR 20,000,000,000 Debt Issuance Program dated September 12, 2016
of BASF SE and BASF Finance Europe N.V.
begeben aufgrund des EUR 20.000.000.000 Debt Issuance Program vom 12. September 2016
der BASF SE und BASF Finance Europe N.V.
Important Notice
These Final Terms have been prepared for the purpose of Article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of November 4, 2003, as amended, and must be read in
conjunction with the Debt Issuance Program Prospectus pertaining to the Program dated September 12,
2016 (the "Prospectus"). The Prospectus and any supplement thereto are available for viewing in
electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of
BASF Group (www.BASF.com) and copies may be obtained from BASF SE, Carl-Bosch-Straße 38, 67056
Ludwigshafen am Rhein, Germany. Full information is only available on the basis of the combination of the
Prospectus, any supplement and these Final Terms. A summary of the individual issue of the Notes is
annexed to these Final Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG
des Europäischen Parlaments und des Rates vom 4. November 2003, in der geänderten Fassung,
abgefasst und sind in Verbindung mit dem Debt Issuance Program Prospekt vom 12. September 2016
über das Programm (der "Prospekt") zu lesen. Der Prospekt sowie etwaige Nachträge können in
elektronischer Form auf der Internetseite der Luxemburger Börse (www.bourse.lu) und der Internetseite
der BASF Gruppe (www.BASF.com) eingesehen werden. Kopien sind erhältlich unter BASF SE, Carl-
Bosch-Straße 38, 67056 Ludwigshafen am Rhein, Deutschland. Um sämtliche Angaben zu erhalten, sind
die Endgültigen Bedingungen, der Prospekt und etwaige Nachträge im Zusammenhang zu lesen. Eine
Zusammenfassung der einzelnen Emission der Schuldverschreibungen ist diesen Endgültigen
Bedingungen angefügt.

2

Part I.: TERMS AND CONDITIONS
Teil I.: ANLEIHEBEDINGUNGEN
The Terms and Conditions applicable to the Notes (the "Conditions") and the English language
translation thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.

§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS
(1) Currency; Denomination. This Series of Notes (the "Notes") of BASF SE ("BASF" or the "Issuer") is
being issued in euro ("EUR") (the "Specified Currency") in the aggregate principal amount of EUR
500,000,000 (in words: euro five hundred million) in the denomination of EUR 1,000 (the "Specified
Denomination").
(2)
Form. The Notes are being issued in bearer form.
(3)
Temporary Global Note Exchange.
(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note")
without coupons. The Temporary Global Note will be exchangeable for Notes in the Specified
Denomination represented by a permanent global note (the "Permanent Global Note") without
coupons. The Temporary Global Note and the Permanent Global Note shall each be signed by
authorized signatories of the Issuer and shall each be authenticated by or on behalf of the Fiscal
Agent. Definitive Notes and interest coupons will not be issued.
(b) The Temporary Global Note shall be exchangeable for the Permanent Global Note from a date 40
days after the date of issue of the Notes represented by the Temporary Global Note. Such exchange
shall only be made upon delivery of certifications to the effect that the beneficial owner or owners of
the Notes represented by the Temporary Global Note is not a U.S. person (other than certain
financial institutions or certain persons holding Notes through such financial institutions) as required
by U.S. tax law. Payment of interest on Notes represented by a Temporary Global Note will be made
only after delivery of such certifications. A separate certification shall be required in respect of each
such payment of interest. Any such certification received on or after the 40th day after the date of
issue of the Notes represented by the Temporary Global Note will be treated as a request to
exchange such Temporary Global Note pursuant to this subparagraph (b) of this § 1(3). Any
securities delivered in exchange for the Temporary Global Note shall be delivered only outside of the
United States (as defined in § 6(2)).
(4)
Clearing System. The global note representing the Notes will be kept in custody by or on behalf of
the Clearing System. "Clearing System" means the fol owing: Clearstream Banking AG, Neue
Börsenstraße 1, 60487 Frankfurt am Main, Federal Republic of Germany, ("CBF") and any successor in
such capacity.
(5) Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other beneficial
interest or right in the Notes.
(6) Referenced Conditions. The Terms and Conditions fully refer to the provisions set out in Schedule 5
of the Amended and Restated Fiscal Agency Agreement dated September 12, 2016 (the "Agency
Agreement") between BASF, BASF Finance and Deutsche Bank Aktiengesellschaft acting as Fiscal
Agent and Paying Agent (on display under www.bourse.lu) containing primarily the procedural
provisions regarding resolutions of Holders.

3

§ 2
STATUS, NEGATIVE PLEDGE OF THE ISSUER
(1)
Status. The obligations under the Notes constitute unsecured and unsubordinated obligations of the
Issuer ranking pari passu among themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory
provisions of statutory law.
(2)
Negative Pledge. The Issuer undertakes, as long as any Notes are outstanding, but only up to the
time all amounts of principal and interest have been placed at the disposal of the Fiscal Agent, not to
provide security upon any of its assets for any present or future Capital Market Indebtedness or any
guarantees or other indemnities resulting therefrom, without at the same time having the Holders share
equally and ratably in such security or such other security as shall be approved by an independent
accounting firm of internationally recognized standing as being equivalent security.
"Capital Market Indebtedness" means any obligation for the repayment of borrowed money which is in
the form of, or represented or evidenced by, bonds, notes or other securities, with an original maturity of
more than one year, which are, or are capable of being, quoted, listed, dealt in or traded on a stock
exchange or other recognized securities market.

§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their aggregate
principal amount at the rate of 0.875% per annum from (and including) October 6, 2016 to (but
excluding) the Maturity Date (as defined in § 5(1)). Interest shall be payable in arrear on October 6 in
each year (each such date, an "Interest Payment Date"). The first payment of interest shall be made on
October 6, 2017.
(2)
Accrual of Interest. If the Issuer shall fail to redeem the Notes when due, interest shall continue to
accrue beyond the due date until the actual redemption of the Notes at the default rate of interest
established by law.(1)
(3)
Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less
than a full year, such interest shall be calculated on the basis of the Day Count Fraction (as defined
below).
(4) Day Count Fraction. "Day Count Fraction" means with regard to the calculation of interest on any
Note for any period of time (the "Calculation Period"): the actual number of days in the Calculation
Period divided by the actual number of days in the respective Interest Period.

§ 4
PAYMENTS
(1) (a) Payment of Principal. Payment of principal in respect of Notes shall be made, subject to
subparagraph (2) below, to the Clearing System or to its order for credit to the accounts of the relevant
account holders of the Clearing System.
(b)
Payment of Interest. Payment of interest on Notes shall be made, subject to sub-paragraph (2), to
the Clearing System or to its order for credit to the relevant account holders of the Clearing System.
Payment of interest on Notes represented by the Temporary Global Note shall be made, subject to
subparagraph (2), to the Clearing System or to its order for credit to the relevant account holders of the
Clearing System, upon due certification as provided in § 1(3)(b).
(2) Manner of Payment. Subject to (i) applicable fiscal and other laws and regulations and (ii) any
withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S.
Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through
1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any
law implementing an intergovernmental approach thereto, payments of amounts due in respect of the
Notes shall be made in the Specified Currency.

(1) The default rate of interest established by law is five percentage points above the basic rate of interest published by

Deutsche Bundesbank from time to time; §§ 288 paragraph 1, 247 paragraph 1 German Civil Code (Bürgerliches
Gesetzbuch, BGB).

4
(3)
Discharge. The Issuer shall be discharged by payment to, or to the order of, the Clearing System.
(4) Payment Business Day. If the date for payment of any amount in respect of any Note is not a
Payment Business Day then the Holder shall not be entitled to payment until the next such day in the
relevant place and shall not be entitled to further interest or other payment in respect of such delay.
For these purposes, "Payment Business Day" means any day which is a day (other than a Saturday or
a Sunday) on which the Clearing System as well as all relevant parts of the Trans-European Automated
Real-time Gross Settlement Express Transfer System 2 ("TARGET") are open to effect payments.
(5) References to Principal and Interest. References in these Terms and Conditions to principal in
respect of the Notes shall be deemed to include, as applicable: the Final Redemption Amount of the
Notes; the Early Redemption Amount of the Notes; and any premium and any other amounts which
may be payable under or in respect of the Notes. References in these Terms and Conditions to interest
in respect of the Notes shall be deemed to include, as applicable, any Additional Amounts which may
be payable under § 7.
(6) Deposit of Principal and Interest. The Issuer may deposit with the local court (Amtsgericht) in
Frankfurt am Main, Federal Republic of Germany, principal or interest not claimed by Holders within
twelve months after the Maturity Date, even though such Holders may not be in default of acceptance
of payment. If and to the extent that the deposit is effected and the right of withdrawal is waived, the
respective claims of such Holders against the Issuer shall cease.

§ 5
REDEMPTION
(1)
Final Redemption. Unless previously redeemed in whole or in part or purchased and cancelled, the
Notes shall be redeemed at their Final Redemption Amount on October 6, 2031 (the "Maturity Date").
The "Final Redemption Amount" in respect of each Note shall be its principal amount.
(2)
Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment to, the
laws or regulations of the Federal Republic of Germany or any political subdivision or taxing authority
thereto or therein affecting taxation or the obligation to pay duties of any kind, or any change in, or
amendment to, an official interpretation or application of such laws or regulations, which amendment or
change is effective on or after the date on which the last tranche of this series of Notes was issued, the
Issuer is required to pay Additional Amounts (as defined in § 7 herein) on the next succeeding Interest
Payment Date (as defined in § 3(1)), and this obligation cannot be avoided by the use of reasonable
measures available to the Issuer, the Notes may be redeemed, in whole, but not in part, at the option of
the Issuer, upon not more than 60 days', but not less than 30 days' prior notice of redemption given to
the Fiscal Agent and, in accordance with § 13 to the Holders, at their Early Redemption Amount (as
defined below), together with interest accrued to the date fixed for redemption.
However, no such notice of redemption may be given (i) earlier than 90 days prior to the earliest date
on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of
the Notes then due, or (ii) if at the time such notice is given, such obligation to pay such Additional
Amounts does not remain in effect.
Any such notice shall be given in accordance with § 13. It shall be irrevocable, must specify the date
fixed for redemption and must set forth a statement in summary form of the facts constituting the basis
for the right of the Issuer so to redeem.

(3) Change of Control. If there occurs a Change of Control and within the Change of Control Period a
Rating Downgrade in respect of that Change of Control occurs (together cal ed a "Put Event"), each
Holder will have the option (unless, prior to the giving of the Put Event Notice referred to below, the
Issuer gives notice to redeem the Notes in accordance with § 5(2)) to require the Issuer to redeem that
Note on the Optional Redemption Date at its principal amount together with interest accrued to but
excluding the Optional Redemption Date.
For the purposes of such option:
"Rating Agency" means each of the rating agencies of Standard and Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors Services ("Moody's") or any of
their respective successors or any other rating agency of equivalent international standing specified
from time to time by BASF;
A "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control if within the

5
Change of Control Period any rating previously assigned to BASF or the Notes by any Rating Agency is
(i) withdrawn or (ii) changed from an investment grade rating (BBB- by S&P/Baa3 by Moody's, or its
equivalent for the time being, or better) to a non-investment grade rating (BB+ by S&P/Ba1 by Moody's,
or its equivalent for the time being, or worse);
A "Change of Control" shall be deemed to have occurred at each time (whether or not approved by the
Board of Executive Directors or Supervisory Board of BASF) that any person or persons ("Relevant
Person(s)") acting in concert (as defined in § 30 (2) of the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz)) or any person or persons acting on behalf of any such
Relevant Person(s), at any time directly or indirectly acquire(s) or come(s) to own such number of the
shares in the capital of BASF carrying more than 50% of the voting rights;
"Change of Control Period" means the period ending 120 days after the occurrence of the Change of
Control; and
The "Optional Redemption Date" is the fifteenth day after the last day of the Put Period.
Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a
"Put Event Notice") to the Holders in accordance with § 13 specifying the nature of the Put Event and
the circumstances giving rise to it and the procedure for exercising the option set out in this § 5(3).
In order to exercise such option, the Holder must send to the specified office of the Fiscal Agent an early
redemption notice in text format (Textform, e.g. email or fax) or in written form ("Put Notice") within the
period of 45 days after a Put Event Notice (the "Put Period") has been given. In the event that the Put
Notice is received after 5:00 p.m. Frankfurt am Main time on the 45th after the Put Event Notice has
been given, the option shall not have been validly exercised. The Put Notice must specify (i) the total
principal amount of the Notes in respect of which such option is exercised and (ii) the securities
identification numbers of such Notes, if any. The Put Notice may be in the form available from the
specified offices of the Fiscal Agent in the German and English language and includes further
information. No option so exercised may be revoked or withdrawn. The Issuer shall only be required to
redeem Notes in respect of which such option is exercised against delivery of such Notes to the Issuer
or to its order.
(4) Early Redemption at the Option of the Issuer.
(a) The Issuer may, upon notice given in accordance with clause (b), at any time redeem all or some
only of the Notes (each a "Call Redemption Date") at the Early Redemption Amount together with
accrued interest, if any, to (but excluding) the respective Call Redemption Date.
(b) Notice of redemption shall be given by the Issuer to the Holders of the Notes in accordance with
§ 13. Such notice shall specify:

(i) the Series of Notes subject to redemption;
(ii) whether such Series is to be redeemed in whole or in part only and, if in part only, the
aggregate principal amount of the Notes which are to be redeemed; and

(iii) the Call Redemption Date, which shall be not less than 30 days nor more than 60 days after the
date on which notice is given by the Issuer to the Holders.
(c) In the case of a partial redemption of Notes, Notes to be redeemed shall be selected in accordance
with the rules and procedures of the relevant Clearing System.
(5) Early Redemption Amount. (a) For purposes of subparagraph (2) of this § 5, the Early Redemption
Amount of a Note shall be its Final Redemption Amount.
(b) For purposes of subparagraph (4) of this § 5, the Early Redemption Amount of a Note shall be the
higher of (i) its Final Redemption Amount and (ii) the Present Value. The Present Value will be
calculated by the Calculation Agent by discounting the sum of the principal amount of a Note and the
remaining interest payments to October 6, 2031 on an annual basis, assuming a 365-day year or a 366-
day year, as the case may be, and the actual number of days elapsed in such year and using the
Comparable Benchmark Yield plus 0.15%. "Comparable Benchmark Yield" means the yield at the
Redemption Calculation Date on the corresponding euro denominated benchmark debt security of the
Federal Republic of Germany as having a maturity comparable to the remaining term of the Note to
October 6, 2031, that would be used at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to October 6, 2031.
"Redemption Calculation Date" means the third Payment Business Day prior to the Call Redemption
Date.

6
§ 6
THE FISCAL AGENT, THE PAYING AGENT
AND THE CALCULATION AGENT
(1) Appointment; Specified Office. The initial Fiscal Agent, the initial Paying Agent and the initial
Calculation Agent and their initial specified offices shall be:
Fiscal Agent
Deutsche Bank Aktiengesellschaft
and Paying Agent:
Trust & Securities Services
Taunusanlage
12
60325 Frankfurt am Main
Federal Republic of Germany
Calculation Agent:
MUFG Securities EMEA plc
Ropemaker
Place

25 Ropemaker Street

London EC2Y 9AJ
United
Kingdom
The Fiscal Agent, the Paying Agent and the Calculation Agent reserve the right at any time to change
their specified offices to some other specified office in the same city.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or
terminate the appointment of the Fiscal Agent or any Paying Agent or the Calculation Agent and to
appoint another Fiscal Agent or additional or other Paying Agents or another Calculation Agent. The
Issuer shall at all times maintain (i) a Fiscal Agent and (ii) a Calculation Agent. Any variation,
termination, appointment or change shall only take effect (other than in the case of insolvency, when it
shall be of immediate effect) after not less than 30 days nor more than 45 days' prior notice thereof shall
have been given to the Holders in accordance with § 13. For purposes of these Terms and Conditions,
"United States" means the United States of America (including the States thereof and the District of
Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and Northern Mariana Islands).
(3) Agent of the Issuer. The Fiscal Agent, the Paying Agent and the Calculation Agent act solely as the
agents of the Issuer and do not assume any obligations towards or relationship of agency or trust for
any Holder.
§ 7
TAXATION
All amounts payable in respect of the Notes shall be made without withholding or deduction for or on
account of any present or future taxes or duties of whatever nature imposed or levied by way of
withholding or deduction by or on behalf of the Federal Republic of Germany or any political subdivision
or any authority thereof or therein having power to tax unless such withholding or deduction is required
by law. If such withholding is required by law, the Issuer will pay such additional amounts (the
"Additional Amounts") as shall be necessary in order that the net amounts received by the Holders,
after such withholding or deduction shall equal the respective amounts which would otherwise have
been receivable in the absence of such withholding or deduction; except that no such Additional
Amounts shall be payable on account of any taxes or duties which:
(a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or
otherwise in any manner which does not constitute a deduction or withholding by the Issuer from
payments of principal or interest made by it, or
(b) are payable by reason of the Holder having, or having had, some personal or business connection
with the Federal Republic of Germany and not merely by reason of the fact that payments in respect
of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are
secured in, the Federal Republic of Germany, or
(c) are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding relating to such taxation
and to which the Federal Republic of Germany or the European Union is a party, or (iii) any
provision of law implementing, or complying with, or introduced to conform with, such Directive,
Regulation, treaty or understanding, or

7
(d) are payable by reason of a change in law that becomes effective more than 30 days after the
relevant payment becomes due, or is duly provided for and notice thereof is published in accordance
with § 13, whichever occurs later.
The flat tax (Abgeltungssteuer) which has been in effect in the Federal Republic of Germany since
January 1, 2009 and the solidarity surcharge (Solidaritätszuschlag) imposed thereon do not constitute a
tax as described above in respect of which Additional Amounts would be payable by the Issuer.
§ 8
PRESENTATION PERIOD
The presentation period provided in § 801 paragraph 1, sentence 1 German Civil Code (Bürgerliches
Gesetzbuch, BGB) is reduced to ten years for the Notes.

§ 9
EVENTS OF DEFAULT
(1) Events of default. Each Holder shall be entitled to declare his Notes due and demand immediate
redemption thereof at their Final Redemption Amount plus accrued interest (if any) to the date of
repayment, in the event that
(a) the Issuer fails to pay principal or interest within 30 days from the relevant due date, or
(b) the Issuer fails duly to perform any other obligation arising from the Notes and such failure
continues unremedied for more than 30 days after the Fiscal Agent has received notice thereof from
a Holder, or
(c) any Capital Market Indebtedness (as defined in § 2 subparagraph (2)) or a certificate of
indebtedness (with an initial maturity of more than one year) of the Issuer becomes prematurely
repayable as a result of a default in respect of the terms thereof, or the Issuer fails to fulfil any
payment obligation in excess of EUR 200,000,000 or the equivalent thereof under any Capital
Market Indebtedness or under any certificate of indebtedness (with an initial maturity of more than
one year) or under any guarantees or suretyship given for any Capital Market Indebtedness or a
certificate of indebtedness (with an initial maturity of more than one year) of others within 30 days
from its due date or, in the case of a guarantee or suretyship, within 30 days of such guarantee or
security being invoked, unless the Issuer shall contest in good faith that such payment obligation
exists or is due or that such guarantee or suretyship has been validly invoked, or if a security
granted in respect thereof is enforced on behalf of or by the creditor(s) entitled thereto, or
(d) the Issuer announces its inability to meet its financial obligations generally or ceases its payments,
or
(e) a court opens insolvency proceedings against the Issuer; such proceedings are instituted and have
not been discharged or stayed within 60 days, or the Issuer applies for or institutes such
proceedings, or
(f) the Issuer ceases all or substantially all of its business operations or sells or disposes of its assets or
the substantial part thereof and thus (i) diminishes considerably the value of its assets and (ii) for
this reason it becomes likely that the Issuer may not fulfil its payment obligations against the
Holders, or
(g) the Issuer goes into liquidation unless this is done in connection with a merger or other form of
combination with another company or in connection with a reorganization and such other or new
company assumes all obligations contracted by the Issuer in connection with the Notes.
The right to declare Notes due shall terminate if the situation giving rise to it has been cured before the
right is exercised.
(2) Quorum. In the events specified in subparagraph (1)(b) and/or subparagraph (1)(c), any notice
declaring Notes due shall, unless at the time such notice is received any of the events specified in
subparagraph (1)(a) and (1)(d) through (g) entitling Holders to declare their Notes due has occurred,
become effective only when the Fiscal Agent has received such notices from the Holders of at least
one-tenth in aggregate principal amount of Notes then outstanding.

8
(3) Notice. Any notice, including any notice declaring Notes due, in accordance with subparagraph (1)
shall be made by means of a written declaration in the German or English language delivered by hand
or registered mail to the specified office of the Fiscal Agent.
§ 10
SUBSTITUTION
(1) Substitution. The Issuer may, without the consent of the Holders, if no payment of principal of or
interest on any of the Notes is in default, at any time substitute for the Issuer any Affiliate (as defined
below) of the Issuer as principal debtor in respect of all obligations arising from or in connection with this
issue (the "Substitute Debtor") provided that:
(a) the Substitute Debtor assumes all obligations of the Issuer in respect of the Notes;
(b) the Substitute Debtor has obtained all necessary authorizations and may transfer to the Fiscal Agent
in the currency required and without being obligated to deduct or withhold any taxes or other duties
of whatever nature levied by the country in which the Substitute Debtor or the Issuer has its domicile
or tax residence, all amounts required for the fulfilment of the payment obligations arising under the
Notes;
(c) the Substitute Debtor has agreed to indemnify and hold harmless each Holder against any tax, duty,
assessment or governmental charge imposed on such Holder in respect of such substitution;
(d) it is guaranteed that the obligations of the Issuer from the Guarantee and the Negative Pledge of the
Debt Issuance Program of the Issuer (of which the provisions set out below in § 11 applicable to the
Notes shall apply mutatis mutandis) apply also to the Notes of the Substitute Debtor; and
(e) there shall have been delivered to the Fiscal Agent for each jurisdiction affected one opinion of
lawyers of recognized standing to the effect that subparagraphs (a), (b), (c) and (d) above have
been satisfied.
For purposes of this § 10, "Affiliate" shall mean any affiliated company (verbundenes Unternehmen)
within the meaning of § 15 German Stock Corporation Act (Aktiengesetz).
(2) Notice. Notice of any such substitution shall be published in accordance with § 13.
(3) Change of References. In the event of any such substitution, any reference in these Terms and
Conditions to the Issuer shall from then on be deemed to refer to the Substitute Debtor and any
reference to the country in which the Issuer is domiciled or resident for taxation purposes shall from
then on be deemed to refer to the country of domicile or residence for taxation purposes of the
Substitute Debtor. Furthermore, in the event of such substitution the following shall apply:
(a)in § 7 and § 5(2) an alternative reference to the Federal Republic of Germany shall be deemed to
have been included in addition to the reference according to the preceding sentence to the country
of domicile or residence for taxation purposes of the Substitute Debtor;
(b) in § 9(1)(c) to (g) an alternative reference to the Issuer in its capacity as guarantor shall be deemed
to have been included in addition to the reference to the Substitute Debtor.
§ 11
AMENDMENT OF THE TERMS AND CONDITIONS, HOLDERS' REPRESENTATIVE
(1) Amendment of the Terms and Conditions. In accordance with the German Act on Debt Securities of
2009 (Schuldverschreibungsgesetz aus Gesamtemissionen "SchVG") the Holders may agree with the
Issuer on amendments of the Terms and Conditions with regard to matters permitted by the SchVG by
resolution with the majority specified in subparagraph (2). Majority resolutions shall be binding on all
Holders. Resolutions which do not provide for identical conditions for all Holders are void, unless
Holders who are disadvantaged have expressly consented to their being treated disadvantageously.
(2) Majority. Resolutions shall be passed by a majority of not less than 75% of the votes cast.
Resolutions relating to amendments of the Terms and Conditions which are not material and which do
not relate to the matters listed in § 5 paragraph 3, Nos. 1 to 8 of the SchVG require a simple majority of
the votes cast.
(3) Resolution of Holders. Resolutions of Holders shall be passed at the election of the Issuer by vote
taken without a meeting in accordance with § 18 SchVG or in a Holder's meeting in accordance with § 9
SchVG.

9
(4) Chair of the vote. The vote will be chaired by a notary appointed by the Issuer or, if the Holders'
Representative (as defined below) has convened the vote, by the Holders' Representative.
(5) Voting rights. Each Holder participating in any vote shall cast votes in accordance with the nominal
amount or the notional share of its entitlement to the outstanding Notes.
(6) Holders' Representative. The Holders may by majority resolution appoint a common representative
(the "Holders' Representative") to exercise the Holders' rights on behalf of each Holder.
The Holders' Representative shall have the duties and powers provided by law or granted by majority
resolution of the Holders. The Holders' Representative shall comply with the instructions of the Holders.
To the extent that the Holders' Representative has been authorized to assert certain rights of the
Holders, the Holders shall not be entitled to assert such rights themselves, unless explicitly provided for
in the relevant majority resolution. The Holders' Representative shall provide reports to the Holders on
its activities. The regulations of the SchVG apply with regard to the recall and the other rights and
obligations of the Holders' Representative.
§ 12
FURTHER ISSUES, PURCHASES AND CANCELLATION
(1) Further Issues. The Issuer may from time to time, without the consent of the Holders, issue further
Notes having the same terms and conditions as the Notes in all respects (or in all respects except for
the issue date, interest commencement date and/or issue price) so as to form a single Series with the
Notes.
(2) Purchases. The Issuer may at any time purchase Notes in the open market or otherwise and at any
price. Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or surrendered to
the Fiscal Agent for cancellation. If purchases are made by tender, tenders for such Notes must be
made available to all Holders of such Notes alike.
(3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be reissued or
resold.
§ 13
NOTICES
(1) Publication. All notices concerning the Notes will be made by means of electronic publication on the
internet website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice so given will be
deemed to have been validly given on the third day following the date of such publication.

(2) Notification to Clearing System. So long as any Notes are listed on the Luxembourg Stock
Exchange, subparagraph (1) shall apply. In the case of notices regarding the Rate of Interest or, if the
Rules of the Luxembourg Stock Exchange otherwise so permit, the Issuer may deliver the relevant
notice to the Clearing System for communication by the Clearing System to the Holders, in lieu of
publication as set forth in subparagraph (1) above; any such notice shall be deemed to have been
validly given on the seventh day after the day on which the said notice was given to the Clearing
System.

(3) Form of Notice. Notices to be given by any Holder shall be made by means of a declaration in text
format (Textform, e.g. email or fax) or in written form sent together with an evidence of the Holder's
entitlement in accordance with § 14(3) to the Fiscal Agent. Such notice may be given through the
Clearing System in such manner as the Fiscal Agent and the Clearing System may approve for such
purpose.

§ 14
APPLICABLE LAW, PLACE OF JURISDICTION AND ENFORCEMENT
(1) Applicable Law. The Notes, as to form and content, and all rights and obligations of the Holders and
the Issuer, shall be governed by German law.
(2) Submission to Jurisdiction. The District Court (Landgericht) in Frankfurt am Main, Federal Republic
of Germany shall have non-exclusive jurisdiction for any action or other legal proceedings
("Proceedings") arising out of or in connection with the Notes.

10
(3) Enforcement. Any Holder of Notes may in any Proceedings against the Issuer, or to which such
Holder and the Issuer are parties, protect and enforce in his own name his rights arising under such
Notes on the basis of (i) a statement issued by the Custodian with whom such Holder maintains a
securities account in respect of the Notes (a) stating the ful name and address of the Holder, (b)
specifying the aggregate principal amount of Notes credited to such securities account on the date of
such statement and (c) confirming that the Custodian has given written notice to the Clearing System
containing the information pursuant to (a) and (b) and (ii) a copy of the Note in global form certified as
being a true copy by a duly authorized officer of the Clearing System or a depository of the Clearing
System, without the need for production in such Proceedings of the actual records or the global note
representing the Notes. For purposes of the foregoing, "Custodian" means any bank or other financial
institution of recognized standing authorized to engage in securities custody business with which the
Holder maintains a securities account in respect of the Notes and includes the Clearing System. Each
Holder may, without prejudice to the foregoing, protect and enforce his rights under these Notes also in
any other way which is admitted in the country of the Proceedings.
§ 15
LANGUAGE
These Terms and Conditions are written in the German language and provided with an English
language translation. The German text shall be controlling and binding. The English language
translation is provided for convenience only.