Bond JAB Holding BV 2.5% ( DE000A28V301 ) in EUR

JAB Holding BV

100 % ▲

Netherlands

DE000A28V301 ( in EUR )

2.5% per year ( payment 1 time a year)

17/04/2027 - Bond has expired

Prospectus brochure of the bond JAB Holdings B.V DE000A28V301 in EUR 2.5%, expired

JAB Holding B.V. is a privately held investment firm based in Luxembourg, known for its significant holdings in luxury goods, coffee, and other consumer goods brands, including Krispy Kreme, Panera Bread, and numerous high-end fashion houses.

The Bond issued by JAB Holding BV ( Netherlands ) , in EUR, with the ISIN code DE000A28V301, pays a coupon of 2.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/04/2027

Prospectus dated 15 April 2020

JAB Holdings B.V.
(incorporated as a private limited liability company with its corporate seat in Amsterdam, The Netherlands)
EUR 500,000,000 2.500 per cent. Notes due 2027
ISIN: DE000A28V301, Common Code: 215859282, WKN: A28V30
Issue Price 99.267 per cent.
and
EUR 500,000,000 3.375 per cent. Notes due 2035
ISIN: DE000A28V319, Common Code: 215858243, WKN: A28V31
Issue Price 99.007 per cent.
each series of Notes unconditionally and irrevocably guaranteed by
JAB Holding Company S.à r.l.
(incorporated as a société à responsabilité limitée with its corporate seat in Luxembourg)
JAB Holdings B.V., Piet Heinkade 55, 1019 GM Amsterdam, The Netherlands (the "Issuer") will issue two series of notes:
(a) EUR 500,000,000 2.500 per cent. Notes due 2027 (the "Notes 2027") and (b) EUR 500,000,000 3.375 per cent. Notes due 2035
(the "Notes 2035", together with the Notes 2027, the "Notes"), each in the denomination of EUR 100,000 each on 17 April 2020
(the "Issue Date").
The Notes have the benefit of an unconditional and irrevocable guarantee (the "Guarantee") of JAB Holding Company S.à r.l.
(the "Guarantor"). The Notes and the Guarantee will be governed by the laws of the Federal Republic of Germany ("Germany").
The Issuer and the Guarantor are part of a group of holding companies (the "JAB-Group") which invest in a portfolio of operating
companies as further described under "Description of the Issuer", "Description of the Guarantor" and "Description of the JAB-
Group".
The Notes 2027 will bear interest on their outstanding amount from and including 17 April 2020 to but excluding 17 April 2027 at
a rate of 2.500 per cent. per annum, payable annually in arrear on 17 April of each year, commencing on 17 April 2021. The Notes
2027 will be redeemed at their specified denomination on 17 April 2027.
The Notes 2035 will bear interest on their outstanding amount from and including 17 April 2020 to but excluding 17 April 2035 at
a rate of 3.375 per cent. per annum, payable annually in arrear on 17 April of each year, commencing on 17 April 2021. The Notes
2035 will be redeemed at their specified denomination on 17 April 2035.
Under certain circumstances described in Condition 4 of the terms and conditions of the Notes (the "Terms and Conditions"), the
Notes may be subject to early redemption.
This prospectus (the "Prospectus") constitutes a prospectus for the purpose of the Luxembourg Law of 16 July 2019 on
Prospectuses for Securities. Application has been made for admission of the Notes to the official list (the "Official List") of the
Luxembourg Stock Exchange and for trading on the Euro MTF market ("Euro MTF") operated by the Luxembourg Stock
Exchange, which is a multilateral trading facility for the purposes of the Market and the Financial Instruments Directive
2014/65/EU (as amended, "MiFID II"), and therefore a non-EU-regulated market.
Each series of Notes will initially be represented by a temporary global note in bearer form (each a "Temporary Global Note").
Interests in the Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a
"Permanent Global Note" and, together with the Temporary Global Notes, each a "Global Note") on or after the date 40 days
after the later of the commencement of the offering and the Issue Date (the "Exchange Date"), upon certification as to non-U.S.
beneficial ownership. The Global Notes will be deposited prior to the Issue Date with Clearstream Banking Aktiengesellschaft,
Eschborn ("Clearstream Frankfurt").
Joint Lead Managers
BNP PARIBAS
BofA Securities
Citigroup
Deutsche Bank
MUFG
Santander Corporate &
Investment Banking
Co-Lead Managers
CIC Market Solutions
ING
Rabobank
SEB

This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor
or any Manager (as defined below). Neither the delivery of this Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of the Issuer or the Guarantor since the date hereof or the date upon which this Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of the Issuer or the
Guarantor since the date hereof or the date upon which this Prospectus has been most recently supplemented
or that any other information supplied in connection with the Notes is correct as of 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 the offering or sale of the Notes and the Guarantee in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by
the Issuer, the Guarantor and by each of Banco Santander, S.A., BNP Paribas, Citigroup Global Markets
Limited, Deutsche Bank Aktiengesellschaft, Merrill Lynch International and MUFG Securities (Europe)
N.V. (together, the "Joint Lead Managers") and Coöperatieve Rabobank U.A., Crédit Industriel et
Commercial S.A., ING Bank N.V., Belgian Branch and Skandinaviska Enskilda Banken AB (publ) (together,
the "Co-Lead Managers", and together with the Joint Lead Managers, the "Managers") to inform
themselves about and to observe any such restriction. The Notes and the Guarantee have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United States. The Notes will be issued
in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, the Notes
and the Guarantee may not be offered, sold or delivered within the United States or to U.S. persons (as
defined in Regulation S under the Securities Act ("Regulation S") and as defined in the U.S. Internal
Revenue Code of 1986, as amended and regulations thereunder). For a description of certain restrictions on
offers and sales of the Notes and on distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or any Manager
to subscribe for, or purchase, any Notes.
The Managers have not separately verified the information contained in this Prospectus. The Managers do
not make any representation, expressly or implied, or accept any responsibility, with respect to the accuracy
or completeness of any information contained in this Prospectus. Neither this Prospectus nor any other
financial statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Guarantor or the Managers that any recipient of
this Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of
Notes should determine for itself the relevance of the information contained in this Prospectus and its
purchase of Notes should be based upon such investigation as it deems necessary. The Managers do not
undertake to review the financial condition or affairs of the Issuer and the Guarantor during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of
any information coming to the attention of any of the Managers. This Prospectus may only be used for the
purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Prospectus. This Prospectus identifies in general terms certain information that a prospective investor
should consider prior to making an investment in the Notes. However, a prospective investor should conduct
its own thorough analysis (including its own accounting, legal and tax analysis) prior to deciding whether to
invest in any Notes as any evaluation of the suitability for an investor of an investment in the Notes depends
upon a prospective investor's particular financial and other circumstances, as well as on the specific terms of
2

the Notes and, if it does not have experience in financial, business and investment matters sufficient to
permit it to make such a determination, it should consult its financial adviser prior to deciding to make an
investment on the suitability of the Notes.
MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE "STABILISING
MANAGER") (OR A PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED
BY THE RELEVANT STABILISING MANAGER (OR A PERSON ACTING ON BEHALF OF ANY
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "EUR", "euro"
and "" are to the currency introduced at the third stage of the European economic and monetary union
pursuant to the Treaty establishing the European Community as amended by the Treaty on European Union.
References to "GBP" and "British pound sterling" are to the currency of the United Kingdom and references
to "US$", "USD" and "U.S. dollars" are to the currency of the United States of America.
Certain numerical figures and percentages set out in this Prospectus, including financial data presented in
billions or millions, have been subject to rounding adjustments and, as a result, the totals of the data in this
Prospectus may vary slightly from the actual arithmetic totals of such information.
Cautionary note regarding forward-looking statements
This Prospectus contains certain forward-looking statements, including statements using the words
"believes", "anticipates", "intends", "expects" or other similar terms. This applies in particular to statements
under the caption "General Information" and statements elsewhere in this Prospectus relating to, among
other things, the future financial performance, plans and expectations regarding developments in the
business of the JAB-Group. These forward-looking statements are subject to a number of risks,
uncertainties, assumptions and other factors that may cause the actual results, including the financial position
and profitability of the JAB-Group, to be materially different from or worse than those expressed or implied
by these forward-looking statements. The Issuer and the Guarantor do not assume any obligation to update
such forward-looking statements and to adapt them to future events or developments.
3

Alternative Performance Measures
The Issuer and the Guarantor believe that there are alternative performance measures (together, the
"Alternative Performance Measures") which are useful in evaluating JAB-Group's operating performance,
the net value of JAB-Group's portfolio and the level of JAB-Group's indebtedness. However, the Alternative
Performance Measures are not recognized as measures under IFRS and should not be considered as
substitutes for figures on result before taxes, net earnings, cash flow from/used in operating activities or
other income statement or cash flow data, as determined in accordance with IFRS, or as measures of
profitability or liquidity. The Alternative Performance Measures do not necessarily indicate whether cash
flow will be sufficient or available for JAB-Group's cash requirements, nor whether any such measure is
indicative of JAB Group's historical operating results. The Alternative Performance Measures are not meant
to be indicative of future results. Because not all companies calculate these measures and figures in the same
way, JAB-Group's presentation of the Alternative Performance Measures is not necessarily comparable with
similarly titled measures used by other companies.

4

TABLE OF CONTENTS

Page
RISK FACTORS .............................................................................................................................................. 6
RESPONSIBILITY STATEMENT ................................................................................................................. 19
TERMS AND CONDITIONS OF THE NOTES 2027 ................................................................................... 20
TERMS AND CONDITIONS OF THE NOTES 2035 ................................................................................... 47
THE GUARANTEE FOR THE NOTES 2027 ............................................................................................... 74
THE GUARANTEE FOR THE NOTES 2035 ............................................................................................... 78
USE OF PROCEEDS ..................................................................................................................................... 82
DESCRIPTION OF THE ISSUER ................................................................................................................. 83
DESCRIPTION OF THE GUARANTOR...................................................................................................... 97
DESCRIPTION OF THE JAB-GROUP ....................................................................................................... 102
TAXATION WARNING ............................................................................................................................... 107
SUBSCRIPTION AND SALE ..................................................................................................................... 108
GENERAL INFORMATION ....................................................................................................................... 110
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 112
5

RISK FACTORS
Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its
obligations under the Notes or the Guarantee, respectively. All of these factors are contingencies which may
or may not occur and each of the Issuer and the Guarantor is not in a position to express a view on the
likelihood of any such contingency occurring.
Factors which the Issuer or the Guarantor believes may be material for the purpose of assessing the market
risks associated with the Notes or the Guarantee are also described below.
Each of the Issuer and the Guarantor believes that the factors described below represent the principal risks
inherent in investing in the Notes as guaranteed by the Guarantee. However, either the Issuer or the
Guarantor may be unable to pay interest, principal or other amounts on or in connection with the Notes or
the Guarantee, respectively, for other reasons and neither the Issuer nor the Guarantor represents that the
statements below regarding the risks of holding any Notes as guaranteed by the Guarantee are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus
(including any documents deemed to be incorporated by reference herein) and reach their own views prior
to making any investment decision. Prospective investors should note that the risks relating to the Issuer and
the Guarantor, their respective industries and the Notes summarised in this section are the risks that the
Issuer and the Guarantor believe to be the most essential to an assessment by a prospective investor of
whether to consider an investment in the Notes. However, as these risks relate to events and depend on
circumstances that may or may not occur in the future, prospective investors should consider not only the
information on the key risks summarised in this section, but also, among other things, should consult their
financial, legal and tax advisers.
Risk Factors that may affect the Issuer/Guarantor's ability to fulfil its obligations under
the Notes or the Guarantee, respectively
The Issuer, the Guarantor and the JAB-Group are exposed to certain risk factors affecting their respective
abilities to fulfil their obligations under the Notes or the Guarantee, as the case may be. These risk factors
relate to the business and operations of the Issuer, the Guarantor and the JAB-Group and include matters
such as a decrease in the value of the JAB-Group's investments, a limited ability to raise capital and a failure
to integrate newly acquired businesses. The following is a summary of these risk factors:
Market risks
Exposure to prices of investment assets
The Guarantor, as holding company, holds 100% of the Issuer via an intermediate holding company, JAB
Investments S.à r.l. The Issuer is an investment company. The composition of the Issuer's investment
portfolio may vary substantially from time to time (see the structure chart of the JAB-Group and its
investments in the section "Description of the Issuer"). The market value of the portfolio directly and
indirectly held by the Issuer and the Guarantor, respectively, is subject to the market prices of the assets
comprising the portfolio. A decrease of such market prices may lead to a significantly lower market value of
the portfolio, which may affect the creditworthiness of the Issuer, the Guarantor and/or the JAB-Group.
The Issuer holds, directly and indirectly, equity interests in listed and unlisted companies. The value of
investments in listed companies is based on the market prices of the listed companies. The value of
investments in unlisted companies is determined by employing various methods, including valuations based
on multiples for comparable listed entities. Accordingly, changing market prices and conditions may
adversely affect the value of the Issuer's assets. A sustained fall in equity and/or bond markets or changes in
interest or exchange rates may reduce the Issuer's earnings significantly and for an extended period of time.
The Issuer's expenses, e.g. interest expenses, may not decrease at the same rate as investment markets could
6

fall and if the Issuer is not able to manage its expenses effectively, the Issuer could experience significant
and sustained losses as a consequence.
Commercial risks
Maintaining long-term ownership in holdings and a flow of investments in, and divestments from, new
investment activities involves commercial risks, such as high exposure to certain industries or individual
holdings, changing market conditions limiting attractive investment opportunities and barriers to exit from
certain holdings at the chosen time.
Dependency on investment revenues
The Issuer is an investment company without any significant operating business and the Issuer's financial
condition therefore depends on the performance of its investment activities. The Issuer depends primarily on
the receipt of funds, distributions and dividends from its investments. The ability of the companies in which
the Issuer is invested to make such payments depends on the companies' economic performance and
financial condition. No assurance can be given that the Issuer will receive adequate funding to maintain its
financial condition. These factors could materially and adversely affect the Issuer's ability to make payments
on the Notes.
The same is true in respect of the Guarantor which depends solely on the economic performance and
financial condition of the Issuer as its sole material investment.
Cyclical business at the level of the operating companies
The complex global economic situation affects the earnings of the investment holdings of the Issuer. In
general, the sectors in which the investment holdings operate have historically been subject to highly
cyclical demand and tend to reflect the overall performance of the economy, in certain cases even amplifying
the effects of economic trends. Given the difficulty of predicting the magnitude and duration of economic
cycles, there can be no assurances as to future trends in the demand for, or supply of, products and services
sold by them in any of the markets in which they operate. Moreover, the markets in which the Issuer's
investment holdings operate are exposed to variations in energy and raw material prices or a possible
reduction in infrastructure investments. Accordingly, particular circumstances could have a material adverse
effect on the earnings, business prospects and financial position of the Issuer's investment holdings.
Local market conditions
The Issuer's and the Guarantor's earnings and financial positions and those of their respective investment
holdings are particularly influenced by the general state of the economy in the countries in which they
operate and by the variables which affect performance, including increases or decreases in gross national
product, access to credit, the level of consumer and business confidence, the cost of raw materials and the
rate of unemployment.
Strong competition
The Issuer operates via its investment holdings in businesses which are intensely competitive. The Issuer and
its holding companies compete on the basis of a number of factors, including brand recognition, fund
performance, transaction execution, products and services, innovation, reputation and price. Many of their
competitors have significant financial resources, experience and marketing strength, and may have the
ability to offer a wide range of products and services and to introduce innovative products or services, which
may enhance their competitive position.
SARS-CoV-2 pandemic
Pandemics, epidemics, outbreaks of infectious diseases or any other serious public health concerns, such as
the outbreak of SARS-CoV-2 first identified in December 2019 and its associated disease ("Covid-19"),
together with any measures aimed at mitigating a further expansion thereof, such as restrictions on travel,
7

imposition of quarantines, prolonged closures of workplaces, or curfews or other social distancing measures,
may have a material adverse effect on the global economy and international financial markets in general and
on the markets in which the JAB-Group operates in particular. The implications of such outbreaks depend on
a number of factors, such as the duration and spread of the respective outbreak as well as the timing,
suitability and effectiveness of measures imposed by authorities, the availability of resources, including
human, material, infrastructure and financial (e.g., governmental stimulus packages and/or measures
introduced by central banks) required to implement effective responses to the respective situation at the
international, national and regional level as well as the level of civil compliance with such measures. There
is no guarantee that such measures, or a combination thereof, are effective means to combat such an
outbreak and the implications resulting therefrom.
A number of factors that are important for the JAB-Group and its investments to successfully conduct their
respective businesses could be materially affected by the spread of Covid-19. The social distancing measures
implemented by countries around the world to slow the spread of Covid-19 could result in a severe global
recession and financial crisis. As economic activity is drastically reduced for several months, many
businesses could be forced to close, leading to a dramatic increase in unemployment. As businesses and
unemployed workers no longer have the income to pay their outstanding debts, the number of defaults could
significantly increase.
While the majority of the investment portfolio of JAB-Group are focused on business sectors the JAB-Group
considers to be resilient and non-discretionary, certain other investments, primarily in the retail restaurant,
cosmetic and luxury sectors, are negatively affected. For example, in response to the global outbreak and
pursuant to the exercise of emergency executive authority invoked by country, state and local governments,
the restaurant and coffeehouse industry (which includes shops and restaurants operated by investments of
JAB-Group such as Pret A Manger (Europe) Limited and Panera Holdings Corp) has been mandated to close
or limit service at substantially all the restaurants and coffeehouses across the globe in order to combat the
spread of SARS-CoV-2. The significance of the impact of the SARS-CoV-2 outbreak on the JAB-Group's
investments cannot be conclusively assessed at the date of this Prospectus. However, a prolonged period of
substantially reduced sales due to the pandemic could have a material adverse effect on their respective
businesses, financial condition, results of operations and cash flows.
The Covid-19 pandemic and the measures implemented to combat the outbreak could materially adversely
affect the earnings, business prospects and financial position of the Issuer's, the Guarantor's and the JAB-
Group's investments and ultimately of the Issuer, the Guarantor and the JAB-Group.
Sector risks
The Issuer operates in consumer goods markets via its respective investments and intends to continue to do
so in the future. Although these markets are generally stable and usually have moderate volatility or
sensitivity, prospective investors should inform themselves about the different consumer goods markets in
which the Issuer, the Guarantor and the JAB-Group operate via their respective investments. In addition, the
Issuer is not restricted in its exercise of discretion concerning its investment decisions and it cannot be
excluded that one or more investments in which the Issuer, the Guarantor or the JAB-Group participates will
operate in other markets. Therefore, it is possible that the Issuer will invest in other markets in the future.
These markets could be more volatile or sensitive, which could adversely affect the earnings, business
prospects and financial position of the Issuer's, the Guarantor's and the JAB-Group's investments and
ultimately of the Issuer, the Guarantor and the JAB-Group.
Liquidity Risk
The Issuer, the Guarantor and the JAB-Group mainly depend on the cash flow and returns derived from their
respective investments in the form of dividends or other distributions. The Issuer or the Guarantor may be
required to sell its respective investments in part or in whole in order to be in a position to pay interest and
8

principal on the Notes. Investors should note that the proceeds of any such sale may need to be applied for
mandatory prepayment of financial indebtedness other than the Notes. As a consequence, Noteholders may
be structurally subordinated in such a scenario. Furthermore, any such sale of the Issuer's or the Guarantor's
assets may be at a time where the sale proceeds from such sale are not sufficient to pay interest and principal
on the Notes. It cannot be excluded that, at the time of redemption or maturity of the Notes, no dividend will
be paid under the investments of the Issuer and the Guarantor, no sale of the respective investments is
possible, and no credit facility or other financing is available. If the Issuer and/or the Guarantor do not have
sufficient liquid assets at the time of any payment, there is a significant risk that an investor in the Notes will
lose all or some of its investment.
Referendum in the United Kingdom on its membership in the European Union
On 23 June 2016, the United Kingdom held a referendum on its membership in the European Union. A
majority of the voters voted to exit the European Union ("Brexit"). On 29 March 2017, the government of
the United Kingdom has given official notice of the United Kingdom's intention to leave the European
Union and started the formal negotiation process. The United Kingdom left the European Union on
31 January 2020 with a transition period until 31 December 2020.
Negotiations commenced to determine the future terms of the United Kingdom's relationship with the
European Union, including the terms of trade between the United Kingdom and the European Union and the
United Kingdom's access to the European Union markets. The outcome of these negotiations as well as the
time frame to implement the agreed arrangements is still very uncertain.
There are significant uncertainties as to what the impact will be on the fiscal, monetary and regulatory
landscape in the United Kingdom, the conduct of cross-border business and export and import tariffs. There
is uncertainty in relation to how, when and to what extent these developments will have an impact on the
economy in the United Kingdom and the European Union, and on levels of investor activity and confidence,
on global market performance and on exchange rates. Conversely, the final result may be seen as an
incentive for other European countries to follow the British example, in which case there might be spill-over
effects to other countries. In addition, the Brexit and the ongoing negotiations between the United Kingdom
and the European Union could exacerbate financial market volatility.
Any of these developments, or the perception that any of these developments are likely to occur, could have
a material adverse effect on economic growth or business activity in the United Kingdom, the Eurozone, or
the European Union, and could result in the relocation of businesses, cause business interruptions, lead to
economic recession or depression, and impact the stability of the financial markets, availability of credit,
political systems or financial institutions and the financial and monetary system. Any of these effects of
Brexit, and others the JAB-Group cannot anticipate today, could have material adverse effects on the
business, net assets, financial condition, cash flows and results of operations of the JAB-Group.
Financial counterparty risk
The Issuer and the Guarantor are exposed to financial institution counterparty risk and will continue to be
exposed to the risk of loss if counterparty financial institutions fail or are otherwise unable to meet their
obligations. Financial services institutions are inter-related as a result of trading, counterparty and other
relationships. The Issuer and the Guarantor have exposure to many different industries and counterparties
and routinely execute transactions with counterparties in the financial industry, financial intermediaries,
brokers and dealers, commercial banks and investment banks for their own account. Defaults by, or even the
perceived creditworthiness or questioning of, one or more financial services institutions or the financial
services industry in general, have led and may again lead to market wide liquidity problems and could also
lead to losses or defaults. The exact nature of the risks faced by the Issuer and Guarantor is difficult to
predict and guard against and the fact that many of the related risks to the business are totally, or in part,
outside the control of the Issuer and the Guarantor.
9

Investment risks
The Issuer, the Guarantor and the JAB-Group have made their investment decisions based on sound
financial grounds in accordance with their investment principles and have kept their leverage at a level in
line with the rating of the Notes and the rating of the Guarantor. There is no assurance, however, that any
current or future investments, if made, will not have a negative adverse impact on the Issuer's, the
Guarantor's or the JAB-Group's financial condition in the short and/or medium term and on the rating of the
Notes or the corporate credit rating of the Guarantor.
The investment portfolio of the Issuer is continuously monitored and analysed by the Issuer through constant
dialogue with the management or through direct participation through members in the management board or
supervisory board of the companies in which the Issuer, the Guarantor and the JAB-Group are invested.
However, the Issuer, the Guarantor and the JAB-Group may not be able to significantly influence the
strategy of each of their investments at all times, e.g. as result of a minority participation of other investors
or the Issuer, the Guarantor and the JAB-Group are not the sole investors in their respective ultimate
investments (see structure chart in the section "Description of the Issuer"). Consequently, other investors
may block any strategic decision in respect of the ultimate operating companies of the Issuer's, the
Guarantor's or the JAB-Group's investment. No assurance can be given in relation to the future performance
of the Issuer's, the Guarantor's or the JAB-Group's investment portfolio nor can it be assured that the
investment portfolio will not vary substantially from time to time or that the Issuer, the Guarantor or the
JAB-Group, given their nature as investment companies/group, will not dispose in whole or in part of any of
their respective investments.
No limitation on issuing further debt and guarantees or on investments
There is no restriction on the amount of debt or guarantees which the Issuer or the Guarantor may issue
ranking equal with, or senior to, the obligations under or in connection with the Notes. Such issuance of
further debt and guarantees may reduce the amount recoverable by the Noteholders upon insolvency or
winding-up of the Issuer.
Additionally, neither the Issuer nor the Guarantor is subject to a restriction on investments in other entities,
which could ultimately subordinate the Noteholders' claims to obligations of such entities towards their
respective creditors.
Strategic risks
Failure to assess future market developments and/or overall negative economic development may adversely
affect the businesses of the Issuer, the Guarantor and the JAB-Group. Corporate strategy risks can arise
above all from the erroneous assessment of future market developments. Regulatory controls and changes in
public policy may reduce the profitability of new or current business segments in which the Issuer is
invested. Failure to evaluate potential acquisition targets, to integrate newly acquired businesses or to
develop successfully new businesses may reduce the operating results of the Issuer. Significant unexpected
costs for integration or development of businesses could also harm operating results.
Concentration risks
As of 31 December 2019, the direct and indirect principal investment holdings of the Issuer, the Guarantor
and the JAB-Group in Acorn Holdings B.V. represented 58.4% of the gross asset value of the JAB-Group's
assets. Other assets (such as Pret Panera I G.P. and Pret Panera III G.P., Cottage Holdco B.V., KK G.P,
Petcare G.P. and JAB Luxury GmbH) represented 41.6% of the gross asset value of the JAB-Group's assets.
While Acorn Holdings B.V., Pret Panera I G.P. and Pret Panera III G.P are themselves invested in a number
of different companies providing for diversification, there is still a concentration risk within the portfolio
whereby a loss affecting a single investment may have a significant negative impact on the overall
performance of the Issuer, the Guarantor and the JAB-Group.
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