Obligation LANXES AG 1.125% ( XS1820748538 ) en EUR

LANXES AG

100 % ▲

Allemagne

XS1820748538 ( en EUR )

1.125% par an ( paiement annuel )

16/05/2025 - Obligation échue

Prospectus brochure de l'obligation LANXESS AG XS1820748538 en EUR 1.125%, échue

LANXESS AG est une société chimique mondiale spécialisée dans la production de spécialités chimiques, notamment des plastiques de haute performance, des intermédiaires chimiques, des additifs et des produits chimiques spécialisés pour diverses industries.

L'Obligation émise par LANXES AG ( Allemagne ) , en EUR, avec le code ISIN XS1820748538, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/05/2025

Debt Issuance Programme Prospectus
14 May 2021
This document constitutes the base prospectus of LANXESS Aktiengesellschaft for the purposes of Article 8(1) of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus
Regulation"), in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation
("Non-Equity Securities"), (the "Debt Issuance Programme Prospectus" or the "Prospectus").
LANXESS Aktiengesellschaft
(incorporated in the Federal Republic of Germany)
as Issuer

5,000,000,000
Programme for the Issuance of Debt Instruments (the "Programme")

Application has been made to list Notes issued under the Programme on the official list of the Luxembourg Stock Exchange
and to admit Notes to trading on the regulated market or on the professional segment of the regulated market of the
Luxembourg Stock Exchange (as defined below) during a period of 12 months from the date of approval. Notes may also be
listed on the Frankfurt Stock Exchange or will not be listed at all as the Issuer and the relevant Dealer(s) may agree.
The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Prospectus Regulation to provide the competent authorities in the Federal Republic of Germany
("Germany") and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Prospectus Regulation and the Luxembourg act relating to prospectuses for securities of 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") ("Notification"). The Issuer may request the CSSF to provide competent
authorities in additional host Member States within the European Economic Area with a Notification.
This Prospectus has been approved by the CSSF 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 not be considered as an endorsement of the Issuer or of the quality of the Notes
that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the
Notes. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the
transaction and the quality or solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg Law.

Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
DZ BANK AG
J.P. Morgan
Mizuho Securities
Société Générale Corporate and Investment Banking
Standard Chartered Bank
UniCredit

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
on the website of LANXESS Aktiengesellschaft (https://lanxess.com/en/Investors/Creditor-Relations/Debt-Issuance-
Programme/Debt-Issuance). This Prospectus succeeds the Prospectus dated 13 May 2020, as supplemented by the First
Supplement dated 18 August 2020 and as further supplemented by the Second Supplement dated 13 November 2020 and is
valid for a period of 12 months from its date of approval. The validity ends upon expiration of 13 May 2022. There is no

obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material
inaccuracies when the Prospectus is no longer valid.

2

RESPONSIBILITY STATEMENT
LANXESS Aktiengesellschaft, with its registered office at Kennedyplatz 1, 50569 Cologne, Federal Republic of
Germany (the "Issuer", "LANXESS", "LANXESS AG", the "Company" and, together with all of its affiliated
companies within the meaning of the German Stock Corporation Act (Aktiengesetz), the "LANXESS Group" or the
"Group"), is solely responsible for the information given in this Prospectus and for the information which will be
contained in the final terms (the "Final Terms").
The Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus is in
accordance with the facts and that this Prospectus makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and construed with any supplement hereto and with any other documents incorporated
by reference. Full information on the Issuer and any Tranche of Notes (as defined herein) is only available on the basis
of the combination of the Prospectus and the Final Terms relating to such Tranche.
LANXESS has confirmed to Deutsche Bank Aktiengesellschaft (the "Arranger") and to Banco Bilbao Vizcaya
Argentaria, S.A., Barclays Bank Ireland Plc, BofA Securities Europea S.A., Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, DZ Bank AG, J.P. Morgan AG, Mizuho
Securities Europe GmbH, Société Générale,, Standard Chartered Bank AG and UniCredit Bank AG and any additional
dealer (each a "Dealer" and together the "Dealers") that this Prospectus contains to the best of its knowledge 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 in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and that there are no other facts the omission of which would make this Prospectus
as a whole or any of such information or the expression of any such opinions or intentions misleading.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Prospectus or any supplement
hereof, or any other document incorporated by reference nor for the information contained in any Final Terms.
The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new Prospectus if
and when information herein should become materially inaccurate or incomplete or in the event of any significant new
factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is capable
of affecting the assessment of the Notes and, where approval by the CSSF of any such document is required, upon
such approval having been given.
No person has been authorised by the Issuer to give any information or to make any representation not contained in or
not consistent with this Prospectus or any other document entered into in relation to the Programme or any information
supplied by the Issuer or such other information as in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorised by the Issuer, the Dealers or any of them.
This Prospectus is valid for 12 months from the date of its approval and it and any supplement hereto as well as any
Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus nor any Final
Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the
information contained in this Prospectus 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 Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions applicable in the United States of America, the European Economic Area in general,
the United Kingdom and Northern Ireland, Japan, Switzerland and Singapore see "Selling Restrictions" on pages 156
to 161 of this Prospectus. In particular, the Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and are subject to tax law requirements of the United States
of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of
America or to U.S. persons.
3

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or
in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in
certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission
or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation
of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to
section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction,
section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Dealers are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with
this offering.
Product classification pursuant to Section 309b(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore: With respect to each issuance of Notes, the Issuer will make a determination about the classification of
such Notes for purposes of Section 309B(1)(a) of the Securities and Futures Act (Chapter 289) of Singapore (as
modified or amended from time to time, the "SFA"). The Final Terms in respect of any Notes may include a legend
titled "Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore" that will
state the product classification of the applicable Notes (and, if applicable, beneficial interests therein) pursuant to
Section 309B(1) of the SFA; however, unless otherwise stated in the applicable Final Terms, all Notes (or beneficial
interests therein) shall be "prescribed capital markets products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore) and "Excluded Investment Products" (as defined in the Monetary
Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and the MAS
Notice FAA-N16: Notice on Recommendations on Investment Products). This notification or any such legend
included in the relevant Final Terms will constitute notice to "relevant persons" for purposes of Section 309B(1)(c) of
the SFA.
MIFID II product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "MiFID II Product Governance" which will 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 Directive 2014/65/EU (as amended, "MiFID II") 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.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will 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 MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or 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 MiFID Product Governance Rules or the UK MiFIR Product Governance Rules.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales 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 MiFID II; or (ii) a customer within the meaning of
Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
4

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 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 includes a legend entitled
"Prohibition of Sales 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 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Authority ("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 domestic law by virtue of the EUWA ; or (iii) not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling 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 in the UK may be unlawful under the UK PRIIPs Regulation.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar as
and for the period so specified in the Final Terms for the relevant tranche of Notes (each a "Tranche").
The language of this Prospectus is English. The German versions of the English language Terms and Conditions are
shown in this Prospectus for additional information. As to form and content, and all rights and obligations of the
Holders and the Issuer under the Notes to be issued, German is the controlling legally binding language if so specified
in the relevant Final Terms. The Issuer accepts responsibility for the information contained in this Prospectus and
confirms that the non-binding translation of the Terms and Conditions, either in the German or English language,
correctly and adequately reflects the respective binding language version.
Neither the Prospectus nor any Final Terms may 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.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or to purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any
recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes.
Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by reference
in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and the impact
the Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where principal or interest is payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (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 market price of the Notes at a level higher
5

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
relevant Tranche of 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 relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws
and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "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, and all references to "U.S.
dollars" and "US $" are to the lawful currency of the United States of America.
Any descriptions or references to business figures or developments refer to the business years 2018/2019, unless
specified otherwise. References to "we" or "our" should be read as references to the LANXESS Group.
The information on any website included in the Prospectus, except for the websites listed in "Incorporation by
Reference" below, do not form part of the Prospectus and has not been scrutinised or approved by the CSSF.
Amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro Interbank Offered Rate)
which is provided by the European Money Markets Institute (EMMI) or (ii) LIBOR (London Interbank Offered Rate)
which is provided by the ICE Benchmark Administration Limited (IBA). As at the date of this Prospectus, (i) EMMI
appears whereas IBA does not appear on the register of administrators and benchmarks established and maintained by
the European Securities and Markets Authority (ESMA) (the "ESMA Register") pursuant to Article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011), as amended ("BMR") and (ii) IBA appears whereas EMMI
does not appear on the register of administrators established and maintained by the United Kingdom Financial Conduct
Authority (the "FCA") (the "UK Benchmark Register") pursuant to Article 36 BMR as it forms part of domestic law
by virtue of the EUWA. As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such
that IBA is not currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts
not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases
such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and
similar terms and phrases, including references and assumptions. This applies, in particular, to statements in this
Prospectus containing information on future earning capacity, plans and expectations regarding LANXESS Group's
business and management, its growth and profitability, and general economic and regulatory conditions and other
factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including LANXESS Group's financial condition and results of operations, to differ
materially from and be worse than results that have expressly or implicitly been assumed or described in these
forward-looking statements. LANXESS Group's business is also subject to a number of risks and uncertainties that
could cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Prospectus: "Risk Factors" and "LANXESS AG".
These sections include more detailed descriptions of factors that might have an impact on LANXESS Group's business
and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
6

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 8
RISK FACTORS ................................................................................................................................................ 11
CONSENT TO USE THE PROSPECTUS ...................................................................................................... 21
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 25
FORM OF FINAL TERMS ............................................................................................................................ 128
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ......................................... 146
LANXESS AG .................................................................................................................................................. 148
TAXATION WARNING ................................................................................................................................. 158
SUBSCRIPTION AND SALE ......................................................................................................................... 159
GENERAL INFORMATION ......................................................................................................................... 165
INCORPORATION BY REFERENCE ......................................................................................................... 167
NAMES AND ADDRESSES ........................................................................................................................... 169
7

GENERAL DESCRIPTION OF THE PROGRAMME
I. General
Under the Programme, LANXESS AG may from time to time issue Notes in Series (each Series consisting of one or
more Tranches) (each as defined below) to one or more of the Dealers or directly to investors.
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes at any time outstanding under the Programme will not exceed
5,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount of the Programme from
time to time.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of public or
private placements and, in each case, on a syndicated or non-syndicated basis. The method of distribution of each
Tranche will be stated in the Final Terms. Notes may be offered to non-qualified and/or qualified investors, unless the
applicable Final Terms include a legend entitled "Prohibition of Sales to EEA Retail Investors" and/or "Prohibition of
Sales to UK Retail Investors".
Notes may be issued on a continuous basis in Tranches (each a "Tranche"). One or more Tranches, which are
expressed to be consolidated and forming a single series and identical in all respects, but having different issue dates,
interest commencement dates, issue prices and dates for first interest payments may form a Series ("Series") of Notes.
Further Notes may be issued as part of existing Series. The specific terms of each Tranche will be set forth in the
applicable Final Terms.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as
indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in Euro, 1,000,
if in any currency other than Euro, in an amount in such other currency at least equivalent to 1,000 at the time of the
issue of Notes. Notes will be issued with a maturity of twelve months or more. The Notes will be freely transferable.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
applicable Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of
a spread which will be determined on the basis of the orders of the investors which are received by the Dealers during
the offer period. Orders will specify a minimum spread and may only be confirmed at or above such spread. The
resulting spread will be used to determine an issue price, all to correspond to the spread.
The yield for Notes with fixed interest rates will be calculated by the use of the International Capital Market
Association ("ICMA") method, which determines the effective interest rate of notes taking into account accrued
interest on a daily basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to LANXESS AG as Issuer as
well as to the Notes, and (ii) material for taking an informed investment decision. They are presented in a limited
number of categories depending on their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes with a denomination of less
than 100,000 (or its equivalent in other currencies). Such an issue-specific summary will be annexed to the
applicable Final Terms.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and admit the Notes to
trading on the regulated market "Bourse de Luxembourg" or on the professional segment of the regulated market which
is a regulated market for the purposes of MiFID II. Notes may further be issued under the Programme which may be
listed on any other stock exchange or will not be listed on any stock exchange.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final Terms.
These systems will include those operated by Clearstream Banking AG (Neue Börsenstraße 1, 60487 Frankfurt am
Main, Federal Republic of Germany), Clearstream Banking S.A. (42 Avenue JF Kennedy, 1855 Luxembourg, Grand
Duchy of Luxembourg) and Euroclear Bank SA/NV (Boulevard du Roi Albert II, 1210 Brussels, Belgium). Notes
denominated in euro or, as the case may be, such other currency recognised from time to time for the purposes of
eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem are intended to be
held in a manner, which would allow Eurosystem eligibility. For that purpose the Notes will be deposited initially
upon issue with in the case of (i) a new global note either by Clearstream Banking S.A., Luxembourg or Euroclear
8

Bank SA/NV as common safekeeper or, (ii) a classical global note by Clearstream Banking AG, Frankfurt am Main. It
does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and
intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition
will depend upon satisfaction of the Eurosystem eligibility criteria.
Deutsche Bank Aktiengesellschaft will act as fiscal agent (the "Fiscal Agent"). Deutsche Bank Aktiengesellschaft and
other institutions, all as indicated in the applicable Final Terms, will act as paying agents (the "Paying Agents").
II. Issue Procedures
General
The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Tranche of
Notes (the "Conditions"). The Conditions will be constituted by the relevant set of Terms and Conditions of the Notes
set forth below (the "Terms and Conditions") as further specified by the provisions of the Final Terms as set out
below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms provide for
the Issuer to choose among the following Options:
Option I Terms and Conditions for Notes with fixed interest rates (and Option I A as well as Option I B as defined in
"Documents incorporated by Reference");
Option II Terms and Conditions for Notes with floating interest rates (and Option II A as well as Option II B as
defined in "Documents incorporated by Reference");
Option III Terms and Conditions for Notes linked to sustainability-related key performance indicators.
With respect to each type of Notes, the respective Option I A, Option I B, Option II A, Option II B and Option III is
incorporated by reference into this Prospectus for the purpose of a potential increase of Notes outstanding and
originally issued prior to the date of this Prospectus.
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the following ways:
-
The Final Terms shall be completed as set out therein. The Final Terms shall determine which of Option I,
Option II or Option III, including certain further options contained therein, respectively, shall be applicable to
the individual issue of Notes by replicating the relevant provisions and completing the relevant placeholders
of the relevant set of Terms and Conditions as set out in the Prospectus in the Final Terms. The replicated
and completed provisions of the set of Terms and Conditions shall constitute the Conditions, which will be
attached to each global note representing the Notes of the relevant Tranche. This type of documentation of
the Conditions will be used where the Notes are publicly offered, in whole or in part, or are to be initially
distributed, in whole or in part, to non-qualified investors.
-
Alternatively, the Final Terms shall determine which of Option I, Option II and Option III of the respective
further options contained in each of Option I, Option II or Option III are applicable to the individual issue by
only referring to the specific sections of the relevant set of Terms and Conditions as set out in the Prospectus.
The Final Terms will specify that the provisions of the Final Terms and the relevant set of Terms and
Conditions as set out in the Prospectus, taken together, shall constitute the Conditions. Each global note
representing a particular Tranche of Notes will have the Final Terms and the relevant set of Terms and
Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of Option I, Option II or Option III shall be applicable to the individual issue
of Notes. Each of the sets of Terms and Conditions of Option I, Option II or Option III contains also certain further
options (characterised by indicating the optional provision through instructions and explanatory notes set out in the
square brackets within the text of the relevant set of Terms and Conditions as set out in the Prospectus) as well as
placeholders (characterised by square brackets which include the relevant items) which will be determined by the Final
Terms as follows:
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Determination of Options
The Issuer will determine which options will be applicable to the individual issue either by replicating the relevant
provisions in the Final Terms or by reference of the Final Terms to the sections of the relevant set of Terms and
Conditions as set out in the Prospectus. If the Final Terms do not replicate or refer to an alternative or optional
provision it shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and Conditions
will be completed. In case the provisions of the Final Terms and the relevant set of Terms and Conditions, taken
together, shall constitute the Conditions the relevant set of Terms and Conditions shall be deemed to be completed by
the information contained in the Final Terms as if such information were inserted in the placeholders of such
provisions.
In that case, all instructions and explanatory notes and text set out in square brackets in the relevant set of Terms and
Conditions and any footnotes and explanatory text in the Final Terms will be deemed to be deleted from the
Conditions.
Controlling Language
As to controlling language of the respective Conditions, the following applies:
-
In the case of Notes (i) publicly offered, in whole or in part, in the Federal Republic of Germany, or (ii)
initially distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany,
German will be the controlling language. If, in the event of such public offer or distribution to non-qualified
investors, however, English is chosen as the controlling language, a German language translation of the
Conditions will be available from the principal offices of the Fiscal Agent and the Issuer as specified on the
back of this Prospectus.
- In other cases, the Issuer will elect either German or English to be the controlling language.

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