Obligation Grencke 1% ( XS1997192544 ) en EUR

Grencke

100 % ▼

Irlande

XS1997192544 ( en EUR )

1% par an ( paiement annuel )

25/06/2019 - Obligation échue

Prospectus brochure de l'obligation Grenke XS1997192544 en EUR 1%, échue

Grenke est une société allemande spécialisée dans le financement de matériel informatique et de technologies de l'information, proposant des solutions de location et de leasing.

L'Obligation émise par Grencke ( Irlande ) , en EUR, avec le code ISIN XS1997192544, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/06/2019

Debt Issuance Programme Prospectus
dated 23 March 2023

This document constitutes two base prospectuses for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"): (i) the base prospectus
of GRENKE AG in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-
Equity Securities") and (ii) the base prospectus of GRENKE FINANCE PLC in respect of Non-Equity Securities (together,
"Debt Issuance Programme Prospectus" or the "Prospectus").

GRENKE AG
(Baden-Baden, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
GRENKE FINANCE PLC, as Guarantor
and
GRENKE FINANCE PLC
(Dublin, Ireland)
as Issuer
5,000,000,000
Debt Issuance Programme
(the "Programme")

This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier of the Grand
Duchy of Luxembourg (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 either 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.

Application has been made to list notes (the "Notes") to be issued under the Programme on the official list of and to trade
Notes on the regulated market Bourse de Luxembourg (which is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU) (the "Regulated Market") or on the professional segment of the Regulated Market of the
Luxembourg Stock Exchange. Notes issued under the Programme may also not be listed at all. The payments of all amounts
due in respect of Notes issued by GRENKE FINANCE PLC will be unconditionally and irrevocably guaranteed by GRENKE
AG.

Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour
valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law") to provide the competent
authorities in the Federal Republic of Germany, the Republic of Austria, the Republic of Ireland and The Netherlands with a
certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation (each
a "Notification"). Each Issuer may request the CSSF to provide competent authorities in additional host Member States within
the European Economic Area with a Notification. By approving this Prospectus, the CSSF gives no undertaking as to the
economic and financial soundness of the operation or the quality or solvency of either Issuer pursuant to Article 6(4)
Luxembourg Law.

Arranger
Deutsche Bank
Dealers
Deutsche Bank
HSBC
Goldman Sachs Bank Europe SE

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and
on the website of GRENKE AG (http://www.grenke.de/en/investor-relations.html). This Prospectus succeeds the Debt
Issuance Programme Prospectus dated 23 March 2022 and is valid for a period of 12 months after its approval. The validity
ends upon expiration of 23 March 2024. There is no obligation to supplement this Prospectus in the event of
significant new factors, material mistakes or material inaccuracies when this Prospectus is no longer valid.

RESPONSIBILITY STATEMENT
GRENKE AG, with its registered office in Baden-Baden, Federal Republic of Germany ("GRENKE AG", an
"Issuer" or the "Guarantor", and together with its consolidated subsidiaries and structured entities the "GRENKE
Group") and GRENKE FINANCE PLC, with its registered office in Dublin, Ireland ("GRENKE FINANCE PLC",
an "Issuer" and, together with GRENKE AG, the "Issuers") are solely responsible for the information given in
this Prospectus and for the information which wil be contained in the Final Terms (as defined below).
Each Issuer accepts responsibility for the content of this Prospectus also with respect to the subsequent resale
or final placement of the Notes by any financial intermediary which was given consent to use this Prospectus.
Each Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus for
which it is responsible 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 understood in conjunction with any supplement to this Prospectus and with
any other document incorporated herein by reference. Full information on the Issuers and any tranche of Notes
is only available on the basis of the combination of this Prospectus and the relevant final terms (the "Final
Terms").
The Issuers accept responsibility for the information contained in this Prospectus and have confirmed to the
dealers set forth on the cover page (each a "Dealer" and together with any additional Dealer appointed under
the Programme from time to time by the Issuers, the appointment of which may be for a specific issue or on an
ongoing basis, the "Dealers") that this Prospectus contains all information with regard to the Issuers and the
Notes which is material in the context of the Programme and the issue and offering of Notes thereunder, that the
information contained in this Prospectus with respect to the Issuers and the Notes is accurate and complete in
all material respects and is not misleading; that any opinions and intentions expressed herein with respect to the
Issuers and the Notes are honestly held; 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
in any material respect; and that the Issuers have made all reasonable enquiries to ascertain all facts material
for the purposes aforesaid.
The Final Terms relating to any specific tranche of Notes may provide that it will be the Issuer's intention to apply
an amount equivalent to the proceeds from an offer of those Notes specifically for projects and activities that
promote climate-friendly and other environmental purposes or social purposes ("ESG Projects"). The Issuers
intend to establish a framework for such issuances (the "Sustainable Bond Framework") which further specifies
the eligibility criteria for such ESG Projects. None of the Dealers, the Arranger, any of its affiliates or any other
person mentioned in this Prospectus makes any representation as to the suitability of such Notes to fulfil
environmental and sustainability criteria required by any prospective investors. The Dealers and the Arranger
have not undertaken, nor are responsible for, any assessment of the future Sustainable Bond Framework or the
ESG Projects, any verification of whether the ESG Projects meet the criteria set out in the future Sustainable
Bond Framework or the monitoring of the use of proceeds.
Each of the Issuers and the Guarantor have undertaken with the Dealers to publish a supplement to this
Prospectus or to publish a new Prospectus subject to applicable laws if and when the 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 to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorised by or on behalf of either Issuer or any of the
Dealers.
This Prospectus is valid for twelve months after its approval and it and any supplement to this Prospectus as well
as any Final Terms reflect the status as of their respective dates of issue. The offering, sale or delivery of any
Notes may not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of issue or that there has been no adverse change in the financial
condition of the Issuers 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.
2

To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any other
person mentioned in this Prospectus, excluding the Issuers, is responsible for the information contained in this
Prospectus or any supplement to this Prospectus, or any Final Terms or any other document incorporated herein
by reference.
Any investment in Notes issued by GRENKE FINANCE PLC does not have the status of a bank deposit
and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
on offers, sales and deliveries of Notes and on the distribution of this Prospectus or any Final Terms and other
offering material relating to the Notes applicable in the United States of America, the European Economic Area
in general, the United Kingdom, Ireland, France and Japan see "Selling Restrictions" below. In particular, the
Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and
are subject to 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.
MIFID II product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "MiFID II Product Governance" which wil outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "Distributor") should take into consideration the target market assessment;
however, a Distributor subject to 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 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 wil 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 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.
UK PRIIPs / IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes include 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 Delegated 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 Act 2000 ("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 (i i) 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
3

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.
The language of this Prospectus is English. The German versions of the English language Terms and Conditions
and Guarantee are shown in this Prospectus for additional information. As to form and content, and all rights and
obligations of the holders of the Notes ("Holders") and the Issuer under the Notes to be issued, German is the
controlling legally binding language if so specified in the Final Terms. In respect of the Guarantee, the German
language version is always controlling and legally binding as to form and content, and all rights and obligations
of the Holders and the Guarantor thereunder. The Issuer confirms that in such case the non-binding English text
of the Terms and Conditions correctly and adequately reflects the binding German language version of the Terms
and Conditions.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the
Prospectus" below.
Neither this 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 invitation by or on behalf of the
Issuers or the Dealers to any person to subscribe for or to 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 to the Prospectus;
(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, 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 under the Programme, 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 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 at any time after the adequate
public disclosure of the terms of the offer of the relevant tranche of Notes and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date and 60 days after the
date of the allotment of the relevant tranche of Notes. Any stabilisation action 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.
The information on any website included in the Prospectus, except for the websites listed in "Documents
incorporated by Reference" below, do not form part of the Prospectus and has not been scrutinised or approved
by the CSSF.
Benchmarks Regulation / Statement in relation to Administrator's Registration Interest amounts payable
under Floating Rate Notes are calculated by reference to EURIBOR (Euro Interbank Offered Rate) which is
provided by the European Money Markets Institute ("EMMI"). As at the date of this Prospectus, EMMI appears
on the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority (ESMA) pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011)
("BMR").
4

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 GRENKE 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 Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including GRENKE 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. GRENKE 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", "GRENKE AG as Issuer and Guarantor" and "GRENKE FINANCE PLC as Issuer". These sections
include more detailed descriptions of factors that might have an impact on GRENKE 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 Issuers 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.
5

TABLE OF CONTENTS
General Description of the Programme ............................................................................................................. 8
Risk Factors ......................................................................................................................................................... 9
Risk Factors regarding GRENKE AG as Issuer and Guarantor .................................................................... 9
Risk Factors regarding GRENKE FINANCE PLC ....................................................................................... 17
Risk Factors regarding the Notes ................................................................................................................ 18
Consent to the Use of the Prospectus ............................................................................................................ 25
GRENKE AG as Issuer and Guarantor ............................................................................................................ 26
Selected Financial Information .................................................................................................................... 26
General, History and Development of GRENKE AG ................................................................................... 27
Investments ................................................................................................................................................. 27
Known Trends ............................................................................................................................................. 27
Business Overview and Principal Markets .................................................................................................. 27
Organisational Structure .............................................................................................................................. 28
Acquisitions ................................................................................................................................................. 30
Financing of the Issuer's activities ............................................................................................................... 30
Material adverse change in the prospects of the Issuer .............................................................................. 31
Administrative, Management and Supervisory Bodies ................................................................................ 31
Conflict of Interests ...................................................................................................................................... 32
Controlling Persons ..................................................................................................................................... 32
Historical Financial Information ................................................................................................................... 32
Auditors ....................................................................................................................................................... 32
Significant Change in GRENKE AG's Financial Position............................................................................. 33
Share Capital ............................................................................................................................................... 33
Articles of Association ................................................................................................................................. 33
Rating .......................................................................................................................................................... 34
GRENKE FINANCE PLC as Issuer ................................................................................................................... 35
Selected Financial Information .................................................................................................................... 35
General, History and Development of GRENKE FINANCE PLC ................................................................ 36
Investments ................................................................................................................................................. 36
Business Overview ...................................................................................................................................... 36
Organisational Structure .............................................................................................................................. 36
Material adverse change in the prospects of the Issuer .............................................................................. 37
Administrative, Management and Supervisory Bodies ................................................................................ 37
Conflict of Interests ...................................................................................................................................... 37
Controlling Persons ..................................................................................................................................... 37
Historical Financial Information ................................................................................................................... 37
Auditors ....................................................................................................................................................... 37
Legal and Arbitration Proceedings .............................................................................................................. 37
Significant Change of GRENKE FINANCE PLC's Financial Position .......................................................... 38
Share Capital ............................................................................................................................................... 38
Memorandum of Association ....................................................................................................................... 38
Rating .......................................................................................................................................................... 38
Issue Procedures ............................................................................................................................................... 39
Terms and Conditions of the Notes ................................................................................................................. 41
Option I Terms and Conditions that apply to Notes with Fixed Interest Rates ......................................... 41
Option II Terms and Conditions that apply to Notes with Floating Interest Rates .................................... 61
Terms and Conditions of the Notes German Language Version ............................................................... 82
Option I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..................................... 82
Option II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............................. 105
6

Form of Guarantee and Negative Pledge ...................................................................................................... 128
German Language Version Garantie und Negativverpflichtung ............................................................. 128
English Language Version Guarantee and Negative Pledge ................................................................. 132
Form of Final Terms ........................................................................................................................................ 136
Description of Rules Regarding Resolution of Holders .............................................................................. 154
Taxation Warning ............................................................................................................................................ 156
General Information ........................................................................................................................................ 157
Selling Restrictions .................................................................................................................................... 157
Use of Proceeds ........................................................................................................................................ 161
Listing and Trading Information ................................................................................................................. 161
Interests of Natural and Legal Persons involved in the Issue/Offer ........................................................... 161
Authorisation .............................................................................................................................................. 161
Documents Available ...................................................................................................................................... 162
Documents Incorporated by Reference ........................................................................................................ 163
Cross Reference List of Documents Incorporated by Reference .............................................................. 163
Availability of Documents .......................................................................................................................... 165
Names and Addresses .................................................................................................................................... 165

7

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, GRENKE AG and GRENKE FINANCE PLC may from time to time issue Notes to one or
more of the Dealers. The maximum aggregate principal amount of all Notes at any time outstanding under the
Programme will not exceed 5,000,000,000 (or its equivalent in any other currency). The Issuers may increase
the amount of the Programme in accordance with the terms of the Dealer Agreement (as defined herein) from
time to time.
Notes issued by GRENKE FINANCE PLC will have the benefit of a Guarantee (the "Guarantee") given by
GRENKE AG. The Guarantee constitutes an unconditional, unsecured and unsubordinated obligation of
GRENKE AG and ranks pari passu with all other unsecured and unsubordinated obligations of GRENKE AG.
The Notes may be issued on a continuing basis to one or more of the Dealers and any additional Dealer appointed
under the Programme from time to time by the Issuer(s), which appointment may be for a specific issue or on an
ongoing basis. Notes may be distributed by way of offers to the public or private placements and, in each case,
on a syndicated or non-syndicated basis. The method of distribution of each tranche of Notes (the "Tranche")
will be stated in the applicable final terms (the "Final Terms"). The Notes may be offered to qualified and non-
qualified investors, unless the applicable Final Terms include a legend entitled "PROHIBITION OF SALES TO
EEA AND/OR UK RETAIL INVESTORS".
Notes will be issued in Tranches, each Tranche in itself consisting of Notes which are identical in all respects.
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 an existing Series.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes wil
be, if in euro, 1,000, or, if in any currency other than euro, in an amount in such other currency equivalent to at
least 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency. 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 yield 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 yield and may only be confirmed at or above such
yield. The resulting yield wil be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which determines
the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included in this Prospectus are limited to risks which are (i) specific to GRENKE AG and
GRENKE FINANCE PLC as Issuers and Guarantor, as the case may be, as well as the Notes, and (ii) are
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. 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 to trade Notes
on the Regulated Market "Bourse de Luxembourg" or on the professional segment of the Regulated Market.
Notes may further be issued under the Programme which will not be listed on any stock exchange.
Deutsche Bank Luxembourg S.A. will act as Luxembourg Listing Agent and Deutsche Bank Aktiengesellschaft
will act as fiscal agent and paying agent (the "Fiscal Agent").
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems will comprise those operated by Clearstream Banking AG, Frankfurt am Main,
Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. 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. Therefore, these Notes will initially be deposited upon issue with in the case
of (i) a new global note either Clearstream Banking S.A., Luxembourg or Euroclear Bank SA/NV as common
safekeeper or, (ii) a classical global note Clearstream Banking AG, Frankfurt am Main. It does not necessarily
mean that the Notes will be recognised 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.
8

RISK FACTORS
The following is a description of material risks that are specific to GRENKE AG and GRENKE FINANCE
PLC and/or may affect their respective ability to fulfill their respective obligations under the Notes and
the Guarantee and that are material to the Notes issued under the Programme in order to assess the
market risk associated with these Notes. Prospective investors should consider these risk factors before
deciding whether to purchase the Notes.
Prospective investors should consider all of the information provided in this Prospectus or incorporated
by reference into this Prospectus and consult with their own professional advisers (including their
financial, accounting, legal and tax advisers) if they consider it necessary. In addition, investors should
be aware that the risks described might combine and thus intensify one another.
RISK FACTORS REGARDING GRENKE AG AS ISSUER AND GUARANTOR
GRENKE AG's business, financial condition or results of operations could suffer adverse material effects due to
any of the following risks. This could have an adverse effect on the market price of the Notes, and the Issuer may
ultimately not be able to meet its obligations under the Notes. However, they are not the only risks which
GRENKE AG faces. Additional risks, which are to date unknown to GRENKE AG or which it does not consider
material, might also impair GRENKE AG's business operations.
The risk factors regarding GRENKE AG and GRENKE Group are presented in the following categories depending
on their nature with the most material risk factor mentioned first in each category:

1.
Risks related to the findings of the special audits based on the allegations of the short-seller Viceroy
2.
Risks related to the Issuer's and Guarantor's business activities and industry
3.
Risks related to the Issuer's and Guarantor's financial situation
4.
Legal and regulatory risks
1.
Risks related to the findings of the special audits in relation to the allegations of Viceroy Research

Risks related to potential regulatory actions by BaFin due to the findings of the Special Audit / DPR
Audit by BaFin

GRENKE AG was the subject of a report published on 15 September 2020 as well as follow-up reports by Viceroy
Research LLC, a platform founded by the short-selling investor Fraser Perring (the "Viceroy Reports"). The
Viceroy Reports contained a variety of allegations including, among others, issues in relation to related parties'
aspects, the (non-)consolidation of franchise companies, acquisition of franchise companies, a UK reseller
portfolio, inadequate measures to prevent money laundering as well as to the business model and insufficient
corporate governance of GRENKE AG. According to its own statement, Viceroy Research had sold short
GRENKE AG shares in the run-up to the publication.

After the publication of the Viceroy Reports, the German Federal Financial Services Supervisory Authority
("BaFin") initiated a special audit pursuant to Section 44(1) of the German Banking Act (Kreditwesengesetz
"KWG") ("Special Audit") and conducted a review of GRENKE AG's consolidated financial statements, the
combined group management report and management report for the 2019 financial year ("DPR Audit"). In
addition, GRENKE AG commissioned the company's auditor to conduct expanded audit procedures in the course
of the regular audit of the annual financial statements.

According to the final reports submitted in May 2021 by the auditing firm Mazars retained by BaFin in the context
of the Special Audit (together, "Special Audit Report"), there were numerous and significant findings, including,
without limitation, with respect to the necessity to consolidate the franchise companies, the failure to disclose
related parties in previous annual financial statements and the treatment of parts of GRENKE BANK AG's
customer lending business, the effectiveness of GRENKE Group's internal control system (including, but not
limited to, money laundering prevention) and its internal audit and compliance organization. In addition, the audit
conducted by GRENKE AG's auditor for the 2020 financial year ("2020 Annual Audit") found certain weaknesses
and deficiencies in GRENKE AG's accounting procedures and its procedures for identifying related parties, in its
internal controls and procedures, in its compliance and internal audit function as well as its IT systems.

On 16 July 2021, GRENKE AG received a decision from BaFin on error findings (Feststellungsbeschluss zu
Fehlerfeststellungen) as part of the DPR Audit. With the announcement of these error findings, the DPR Audit

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has been completed. The formal announcement to disclose the errors identified by BaFin was made on 27 July
2021 in the German Federal Gazette (www.bundesanzeiger.de) and via DGAP (www.dgap.de).

Accordingly, it is GRENKE AG's view that there is no further need to adjust the 2020 consolidated financial
statements or earlier financial statements as a result of BaFin's decision on error findings. Furthermore, it is the
understanding of GRENKE AG that BaFin shares this view and also sees no further need to adjust any financial
statements on the basis of the DPR Audit. However, it cannot be ruled out that as a result of the regular follow-
up audits conducted by BaFin additional findings will come up.
On 16 February 2022, BaFin adopted regulatory measures against GRENKE AG as well as GRENKE BANK AG
in connection with the findings of the Special Audit. As part of its Supervisory Review and Evaluation Process
(SREP), BaFin imposed additional own funds requirements (Eigenmittelanforderungen) which have to be fulfilled
both at the level of the GRENKE Group as well as on the level of GRENKE BANK AG. Furthermore, BaFin
formally ordered that GRENKE AG shall remediate the issues referred to in the Special Audit Report as well as
the 2020 Annual Audit within 12 months. A similar order to remediate the issues referred to in the Special Audit
Report as well as the 2020 Annual Audit had been issued to GRENKE BANK AG on 8 November 2021. BaFin
announced in its press release dated 16 February 2022 that, by way of the aforementioned measures, it
completed its measures directed at entities of the GRENKE Group resulting from the Special Audit.
BaFin has also initiated investigations into potential market manipulation in connection with GRENKE AG. As
market manipulation may trigger criminal or administrative offences and claims for damages, the investigations
could potentially lead to further material regulatory action and/or material sanctions and claims against GRENKE
AG and/or individuals.
As a result of the regulatory measures taken by BaFin in February 2022, GRENKE AG must with effect as of
16 February 2022 fulfil own fund requirements on group level in an amount of 10.5% consisting of a capital ratio
of 8% and additional own fund requirements in an amount of 2.5% both of which shall be composed of own funds
satisfying the ratios for common equity tier 1 capital, tier 1 capital and total capital set out in Article 92 of
Regulation (EU) No 575/2013, as amended ("CRR"). Compared to the own fund requirements of 9% previously
applicable to GRENKE AG on a group level since 7 May 2019 which included an SREP capital surcharge of 1
percentage point, the additional SREP capital surcharge amounts to 1.5 percentage points. Similarly, GRENKE
BANK AG must fulfil own funds requirements at single-entity level in an amount of 11.5% (including an SREP
capital surcharge of 3.5 percentage points), compared to 8.5% previously. The aforementioned capital
requirements do not include capital buffers (such as the capital conservation buffer or, if imposed by the
competent authorities, the countercyclical capital buffer) nor the pillar 2 guidance imposed by BaFin.
GRENKE AG and GRENKE BANK AG have launched an extensive organisational development project and have
already addressed a significant number of the findings of the Special Audit Report as well as the 2020 Annual
Audit. On 30 January 2023, BaFin has informed GRENKE AG that the deadline addressing the remaining findings
regarding money laundering will be extended until 31 August 2023 and the deadline for addressing any other
findings will be extended until 31 December 2023.

GRENKE AG expects that the additional SREP capital surcharge will be revoked once BaFin is satisfied when
conducting its regular follow-up audits with GRENKE AG's further organisational developments. However, it
cannot be predicted if and when BaFin will be satisfied with GRENKE Group's efforts to address the findings of
the Special Audit and hence if and when the additional SREP capital surcharge will be revoked.

Should the additional SREP capital surcharge not be revoked (or not be revoked prior to additional capital buffers
being introduced, see below), there is a risk that the capital surcharge may negatively affect GRENKE Group's
ability to grow in future years. In addition, BaFin has introduced a countercyclical capital buffer in an amount of
0.75% with effect from 1 February 2023 and other competent authorities contemplate, or have already decided,
to introduce or raise existing countercyclical capital buffers which have to be fulfilled by GRENKE AG and
GRENKE BANK AG in addition to the SREP capital surcharge.
In addition to the aforementioned measures directed at entities of the GRENKE Group, BaFin is likely to impose
measures against current or former members of GRENKE AG's management board or supervisory board such
as regulatory warnings which could, if such measures were to be made public, affect GRENKE Group's
reputation.
As mentioned above, it cannot be predicted whether BaFin will be satisfied with GRENKE Group's efforts to
address the findings of the Special Audit or the 2020 Annual Audit when BaFin conducts its regular follow-up
audits. Should BaFin not be satisfied with the organisational developments or the remediation measures
launched by GRENKE Group, this may lead to further material regulatory action and/or sanctions by BaFin or
other competent authorities (such as additional capital requirements, appointment of special representatives,
significant fines, the issuance of warnings, the removal of board members and/or the revocation of necessary
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