Bond Berlin Hypotheken AG 0.01% ( DE000BHY0GE9 ) in EUR

Berlin Hypotheken AG

100 % ▲

Germany

DE000BHY0GE9 ( in EUR )

0.01% per year ( payment 1 time a year)

24/01/2028

Prospectus brochure of the bond Berlin Hyp AG DE000BHY0GE9 en EUR 0.01%, maturity 24/01/2028

24/01/2026 ( In 35 days )

Berlin Hyp AG is a German public limited company specializing in commercial real estate financing, primarily serving institutional investors and property developers.

Berlin Hyp AG's EUR-denominated bond (ISIN: DE000BHY0GE9), maturing on January 24, 2028, currently trades at 100% of par value with a 0.01% coupon rate and annual interest payments.

This document constitutes two base prospectuses for the purpose of Article 8 of the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") of Berlin Hyp
AG: (i) the base prospectus in respect of non-equity securities within the meaning of Article 2 c) of the Prospectus
Regulation and (ii) the base prospectus in respect of Pfandbriefe (non-equity securities within the meaning of
Article. 2 c) of the Prospectus Regulation (together, the "Base Prospectus").

Base Prospectus

31 March 2021

Berlin Hyp AG
Berlin, Federal Republic of Germany
25,000,000,000
Offering Programme
(the "Programme")
Under the Programme Berlin Hyp AG ("Berlin Hyp", "Berlin Hyp AG", the "Bank" or the "Issuer") may from time
to time issue notes (the "Notes", which expression includes, unless otherwise indicated, Pfandbriefe). Notes
other than Pfandbriefe may be issued on a subordinated or unsubordinated basis.
Application has been made to list Notes issued under the Programme (i) on the official list of the Luxembourg
Stock Exchange, to admit Notes to trading on the Regulated Market of the Luxembourg Stock Exchange (Bourse
de Luxembourg) and (ii) to admit Notes to trading on the markets of the Berlin Stock Exchange (Börse Berlin,
regulierter Markt). These regulated markets are regulated markets for purposes of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II"). Notes issued under the Programme
may also be listed or traded on other or further stock exchanges (including stock exchanges in other Member
States within the European Economic Area) or may not be listed at all.
Berlin Hyp AG has requested the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand
Duchy of Luxembourg in its capacity as the 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 (i) approve this Base Prospectus and (ii) provide the competent authorities in the Federal Republic of
Germany, the Republic of Ireland and the Republic of Austria with a certificate of such approval attesting that the
Base Prospectus has been drawn up in accordance with the Prospectus Regulation and the Luxembourg Law
(each a "Notification").
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus
Regulation. The CSSF only approves this Base 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 Base
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The
Issuer may request the CSSF to provide competent authorities in additional host Member States within the
European Economic Area with a Notification.

Arranger

UniCredit Bank

Dealers

UniCredit Bank

Berlin Hyp

This Base Prospectus will be published in electronic form on the website of the Issuer
(https://www.berlinhyp.de/en/investors/base-prospectus-final-terms) and on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
The validity ends upon expiration of 31 March 2022. There is no obligation to supplement the Propsectus
in the event of significant new factors, material mistakes or material inaccuracies when the Base
Prospectus is no longer valid.
Potential investors should be aware that any website referred to in this Base Prospectus does not form part of
this Base Prospectus and has not been scrutinised or approved by the CSSF.

TABLE OF CONTENTS
Page
1.
Description ................................................................................................................ 1
1.1
Description of the Programme ........................................................................ 1
1.2
Description of the Notes (including Pfandbriefe) ............................................. 4
2.
Risk Factors............................................................................................................. 12
2.1
Risk Factors regarding Berlin Hyp ................................................................ 12
2.2
Risk Factors regarding the Notes ................................................................. 20
3.
Responsibility Statement ......................................................................................... 28
4.
Important Notice ...................................................................................................... 29
5.
Berlin Hyp AG .......................................................................................................... 33
5.1.
Statutory Auditors ......................................................................................... 33
5.2
History and Development ............................................................................. 33
5.2.1
Legal and Commercial Name, Place of Registration,
Registration Number .................................................................... 33
5.2.2
Corporate Purpose ....................................................................... 33
5.2.3
Date of Incorporation .................................................................... 33
5.2.4
Legal Form, Domicile, Address, Telephone Number, Website,
Legislation .................................................................................... 33
5.2.5
Share Capital, Shares .................................................................. 33
5.2.6
Evaluation of Berlin Hyp's Solvency ............................................. 33
5.2.7
Borrowing and Funding Structure ................................................. 34
5.3
Business Overview ....................................................................................... 34
5.3.1
Principal Activities ........................................................................ 34
5.3.2
Mortgage Business ....................................................................... 34
5.3.3
Public Loan Business ................................................................... 34
5.3.4
Refinancing .................................................................................. 34
5.3.5
Principal Markets .......................................................................... 35
5.4
Organisational Structure ............................................................................... 35
5.5
Dependence ................................................................................................. 36
5.6
Significant Contracts .................................................................................... 36
5.7
Trend Information ......................................................................................... 36
5.8
Management and Supervisory Bodies .......................................................... 36
5.8.1
Board of Management .................................................................. 36
5.8.2
Supervisory Board ........................................................................ 37
5.8.3
Shareholders' Meeting (Hauptversammlung) ................................ 38
5.8.4
Cover Assets Trustee ................................................................... 38
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5.8.5
Conflict of interests ....................................................................... 38
5.9
Major shareholders ....................................................................................... 38
5.10 Financial Information concerning Berlin Hyp's Assets and Liabilities,
Financial Position and Profits and Losses .................................................... 38
5.10.1
Historical Financial Information ..................................................... 38
5.10.2
Financial statements .................................................................... 39
5.10.4
Auditing of Historical Financial Information ................................... 40
5.10.5
Governmental, Legal and Arbitration Proceedings ........................ 40
5.10.6
Significant change in Berlin Hyp's Financial Position .................... 40
5.11 Ratings ......................................................................................................... 40
5.12 Developments .............................................................................................. 41
5.13 Documents on Display ................................................................................. 44
6.
Terms and Conditions of the Notes and Related Information ................................... 45
6.1
Terms and Conditions of the Notes and the Pfandbriefe - English
Language Version ........................................................................................ 46
6.1.1
Instructions for the use of the Terms and Conditions ...................... 46
6.1.2
Terms and Conditions of Notes (other than Pfandbriefe) .............. 47
Option I: Terms and Conditions for Fixed Rate Notes ................... 47
Option II: Terms and Conditions for Floating Rate Notes .............. 66
Option III: Terms and Conditions for Zero Coupon Notes ............ 102
6.1.3
Terms and Conditions of Pfandbriefe ......................................... 118
Option IV: Terms and Conditions for Fixed Rate Pfandbriefe ...... 118
Option V: Terms and Conditions for Floating Rate Pfandbriefe ... 129
Option VI: Terms and Conditions for Zero Coupon Pfandbriefe .. 157
6.2
Terms and Conditions of the Notes and Pfandbriefe - German Language
Version (Übersetzung der Emissionsbedingungen ins Deutsche) ............... 164
6.2.1
Handlungsanweisungen für die Verwendung der
Emissionsbedingungen ............................................................... 164
6.2.2
Emissionsbedingungen für Schuldverschreibungen
(Ausgenommen Pfandbriefe) ...................................................... 165
Option I: Emissionsbedingungen für Festverzinsliche
Schuldverschreibungen .............................................. 165
Option II: Emissionsbedingungen für Variabel Verzinsliche
Schuldverschreibungen .............................................. 187
Option III: Emissionsbedingungen für Nullkupon-
Schuldverschreibungen .............................................. 227
6.2.3
Emissionsbedingungen für Pfandbriefe ...................................... 245
Option IV: Emissionsbedingungen für Festverzinsliche
Pfandbriefe ................................................................. 245
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Option V: Emissionsbedingungen für Variabel Verzinsliche
Pfandbriefe ................................................................. 256
Option VI: Emissionsbedingungen für Nullkupon-Pfandbriefe ..... 286
6.3
Form of Final Terms ................................................................................... 294
7.
Warning regarding Taxation ................................................................................... 313
8.
Selling Restrictions ................................................................................................ 314
9.
General Information ............................................................................................... 319
9.1
Pfandbriefe ................................................................................................. 319
9.2
Use of Proceeds and Reasons for the Offer ............................................... 323
9.3
Listing Information ...................................................................................... 323
9.4
Clearing Systems ....................................................................................... 324
9.5
Authorisation .............................................................................................. 324
9.6
Interests of Natural and Legal Persons involved in the Issue/Offer ............. 324
9.7
Increase of Programme Limit ..................................................................... 324
10.
Documents Incorporated by Reference.................................................................. 325
11.
Names and Addresses .......................................................................................... 327

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1. General Description of the Programme
1.1 Description of the Programme
General
Under this 25,000,000,000 Offering Programme, Issuer may from time to time issue Notes
(including Pfandbriefe) to the Dealers which appointment may be for a specific issue or on an ongoing
basis.
The issuance of Notes under the Programme has been approved by resolution of the Board of
Management dated 4 April 2006. The update of the Programme has been approved by resolution of
the Board of Management on 2 February 2021.
The maximum aggregate principal amount of al Notes at any one time outstanding under the
Programme wil not exceed 25,000,000,000. The Issuer may increase the amount of the
Programme from time to time. The total amount of a specific issue will be set out in the relevant Final
Terms.
Structure of Notes (including Pfandbriefe) to be issued under the Programme
The Programme provides for the issue of the following structures of Notes (including Pfandbriefe) by
the Issuer:

1.
Notes and Pfandbriefe with a fixed rate of interest (fixed rate notes);

2.
Notes and Pfandbriefe with a floating rate of interest (floating rate notes); and

3.
Notes and Pfandbriefe with no periodic payment of interest (zero coupon notes).

A more detailed description of these structures is set out below under "Description of the Notes
(including Pfandbriefe)".
Placing and Distribution
The Notes may be distributed by way of public or private placements and, in each case, on a
syndicated or non-syndicated basis as agreed between the Issuer and the Dealer(s). The method of
distribution of each tranche will be stated in the relevant Final Terms. The relevant Final Terms will
further specify the process for notification to applicants of the amount al otted.
Various Categories of Potential Investors to which the Notes may be offered
Notes may be offered to qualified investors and/or retail investors as further specified in the relevant
Final Terms.
Tranches
Notes will be issued in tranches. Each tranche will consist of Notes which are identical in al respects.
One or more tranches, which are expressed to be consolidated and forming a single series and
identical in al respects, but having different issue dates, interest commencement dates and issue
prices, each as specified in the relevant Final Terms, may form a series of Notes. Further Notes may
be issued as part of an existing series. The specific terms of each tranche will be set forth in the
relevant Final Terms.
Currency
The Issuer may issue Notes in euro or in any other currency agreed between the Issuer and the
Dealer(s) subject to compliance with all applicable legal or regulatory requirements.
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Issue Price
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par. The
issue price of the Notes will be specified in the relevant 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 Dealer(s) during the offer period. The
resulting yield wil be used to determine an issue price, all to correspond to the yield. If applicable the
relevant Final Terms wil specify the method of determining the price and process for its disclosure
and indicate the amount of any expenses and taxes specifically charged to the subscriber or
purchaser, if any.
Paying Agents
Payments will be made in accordance with the Terms and Conditions. In most instances, the Issuer
will act as paying agent even when the drawing takes place abroad, then at Berlin Hyp AG,
Corneliusstraße 7, 10787 Berlin, Federal Republic of Germany. The Issuer will appoint a different
paying agent if the relevant jurisdiction requires so and the name and address of such paying agent
will be specified in the relevant Final Terms. The Issuer may appoint further paying agents other than
the paying agent referred to above and will give notice of any changes made to the paying agents.
The relevant paying agent(s) wil be specified in the relevant Final Terms.
Underwriting
The Notes may be issued to UniCredit Bank AG and any additional dealer(s) appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis
and may be sold on a syndicated and non-syndicated basis pursuant to the respective subscription
agreement.
Subscription Agreement
In the case of Notes to be purchased by more than one Dealer, the Issuer will enter into a
subscription agreement with such Dealers for the purpose of underwriting. In the case of only one
Dealer, a Dealer Accession Letter will be signed if the relevant Dealer is not a permanent Dealer
under the Programme. The underwriting Dealer(s) will receive a commission for the underwriting and
placing of the Notes, if agreed, and the details of such commission wil be set forth in the applicable
Final Terms, if so required.
Calculation Agent
When a calculation agent is needed, the Issuer will as a rule act as such calculation agent, if not
otherwise agreed with the Dealer(s), even when the drawing takes place abroad, then at Berlin Hyp
AG, Corneliusstraße 7, 10787 Berlin, Federal Republic of Germany. The Issuer wil appoint a different
calculation agent if the relevant jurisdiction so requires or if it is so agreed between the Dealer and the
Issuer and the name and address of such calculation Agent will be specified in the relevant Final
Terms.
Admission to Trading
Application has been made to list Notes issued under the Programme (i) on the official list of the
Luxembourg Stock Exchange, to admit Notes to trading on the Regulated Market of the Luxembourg
Stock Exchange (Bourse de Luxembourg) and (i ) to admit Notes to trading on the markets of the
Berlin Stock Exchange (Börse Berlin, regulierter Markt). These regulated markets are regulated
markets for purposes of MiFID II. The Programme provides that Notes may be listed on other or
further stock exchanges (including stock exchanges in other contracting states of the European
Economic Area). Notes may further be issued under the Programme without being listed on any stock
exchange. If applicable the Final Terms wil specify the total expenses related to the admission to
trading.
2

Stock Exchange Listings
The Issuer wil apply for issues to be admitted to German and European stock exchanges on an
ongoing basis, if this has been provided for in the relevant Final Terms. Any regulated markets or
equivalent markets on which, to the knowledge of the issuer, securities of the same class of the
securities to be offered or admitted to trading are already admitted to trading will be specified in the
relevant Final Terms.
Market Making
Information relating to market making, if any, will be set forth in the relevant Final Terms.
Conditions of the Offer
Any conditions to which the offer may be subject shal be specified in the applicable Final Terms. The
Final Terms will further specify the time period during which the offer wil be open as well as the
application process. Any possibility to reduce subscriptions and details of the minimum and/or
maximum amount of application will also be set out in the Final Terms.
The method for paying up the securities and for their delivery wil be specified in the relevant Final
Terms. The relevant Final Terms will further indicate the manner and the date in which results of the
offer are to be made public and the procedure for the exercise of any right of pre-emption, the
negotiability of subscription rights and the treatment of subscription rights not exercised.

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1.2
Description of the Notes (including Pfandbriefe)
Description of the main Features of the Notes
This section of the Base Prospectus "Description of the main features of the Notes" is an abstract
description of the varieties for structuring Notes which may be issued under the Programme of Berlin
Hyp as Issuer, offered or sold by the Issuer under the terms of this Base Prospectus and/or for which
an application may be made for admission to a regulated market of a securities exchange or for
inclusion in trading on a securities exchange.
It covers the following topics:

- Interest on the Notes

- Redemption of the Notes at maturity

- Early redemption of the Notes

- Denomination of the Notes

- Currency of the Notes

- Status and ranking of the Notes

- Form of the Notes

- ECB-Eligibility

- Issue of further Notes

- Substitution of the Issuer

- Governing law, place of performance, jurisdiction and limitation period.
The Notes are securitised liabilities of the Issuer. The issue of the Notes enables the Issuer to raise
debt capital on the capital markets. The liabilities are represented by the issue of one or more global
note(s) in bearer form. Definitive notes are not being issued by the Issuer. There are no restrictions on
the free transferability of the Notes.

The relevant terms and conditions of the Notes, which will govern the relationship between the
Issuer and the Holders, are attached to the relevant global note(s) and form an integral part of
such global note(s). The form of terms and conditions is set out below under sections 6.1 and
6.2 of this Base Prospectus. Such relevant terms and conditions will be published on the
website
of
the
Issuer
under
www.berlinhyp.de (see https://www.berlinhyp.de/en/investors/base-prospectus-final-terms)
provided that the relevant Final Terms will be published also. The Final Terms constitute the
regulatory document and indicate which terms and conditions are applicable. Section 6.3 sets
out the Final Terms for Notes or Pfandbriefe to be issued under this Base Prospectus.

The following description is an abstract presentation of the following possible structures of the Notes
to be issued under the terms of this Base Prospectus and does not refer to a specific issue of Notes
which will be issued under the terms of this Base Prospectus.

Potential investors should note that information relating to a specific issue of Notes that is not yet
known at the date of this Base Prospectus, including but not limited to the issue price, the date of
the issue, the level of the interest rate (if the Notes bear interest), the type of interest payable (if the
Notes bear interest), the maturity date, the appliance of any Issuer's or Holder's rights of termination
and other details significantly affecting the economic assessment of the Notes is not contained in this
section of this Base Prospectus but in the relevant Final Terms and the Terms and Conditions
applying to the Notes, if set out in this Base Prospectus. Consequently, the following description
does not contain all information relating to the Notes. Any investment decision by an investor
4

should therefore be made only on the basis of full information on the Issuer and on the Notes
to be offered which is set out in this Base Prospectus, the relevant Final Terms for such Notes
when read together with this Base Prospectus, any supplement thereto and the relevant
Conditions applicable to the Notes, if set out in this Base Prospectus.
Interest on the Notes
The Offer Programme of Berlin Hyp as Issuer provides for the issue of Notes with a fixed rate of
interest (fixed rate notes), Notes with a floating rate of interest (floating rate notes), Notes with a fixed
and floating rate of interest (fixed to floating rate notes), Notes with a floating and a fixed rate of
interest (floating to fixed rate notes), Notes with an inverse/reverse floating rate of interest
(inverse/reverse floating rate notes) and Notes with no periodic payment of interest (zero coupon
notes).

Notes with a fixed rate of interest (Fixed Rate Notes), including Step-up Notes and Step-up/Step-
down Notes
In the case of Notes with a fixed rate of interest (the "Fixed Rate Notes"), the rate of interest on the
basis of which periodic interest payments are calculated wil be specified before the issue date of the
Notes by the Issuer. The interest rate specified is based in principle on the credit rating of the Issuer
applying directly prior to the issue date of the Notes, the maturity of the Notes and the interest rates
for raising debt capital currently applying on the capital market. A holder (the "Holder") of Fixed Rate
Notes should be aware that the relevant Final Terms may also provide that the nominal interest rate of
a Fixed Rate Note is fixed at zero per cent. until the maturity date. Fixed Rate Notes may be issued so
that the fixed rate of interest increases over the term of the Note ("Step-up Notes") if the applicable
Final Terms indicate that the step-up option is applicable. Step-up Notes provide for predetermined
fixed rates of interest which, subject to the occurrence of a step-up event, increase over the term of
the Notes. For the period from the interest commencement date to the so-called step-up date (i.e. the
first day of the interest period following the occurrence of a step-up event), the interest rate for Step-
Up Notes wil be the initial rate of interest as specified in the relevant Final Terms. Following a step-up
date, the Notes wil generally bear interest at an increased fixed rate of interest if a step-up event
occurred, as further specified in the relevant Final Terms. Further, Fixed Rate Notes may be issued so
that the fixed rate of interest may increase or decrease over the term of the Notes ("Step-up/Step-
down Notes"). With respect to Step-up/Step-down Notes, the fixed rate of interest may increase or
decrease, depending on the occurrence of a step-up event or step-down event (as further specified in
the relevant Final Terms).

Notes with a floating rate of interest (Floating Rate Notes)
In the case of Notes with a floating rate of interest (the "Floating Rate Notes"), the interest rate on
the basis of which the amount of interest payable to the Holders is calculated is not specified at the
issue date of the Notes. Instead, the rate at which interest accrues changes over time and only the
relevant variable on which the rate of interest on the Notes is based (the reference rate) is specified.
The reference rate may be either the EURIBOR®, the SONIA®, the SOFR®, the STR® (all as defined
below) or the constant maturity swap ("CMS").

Euro Interbank Offered Rate ("EURIBOR®") is a daily interest rate at which Eurozone banks offer to
lend unsecured funds to other banks for different terms.

The Sterling Overnight Index Average ("SONIA®") is a measure of the rate at which interest is paid on
sterling short-term wholesale funds in circumstances where credit, liquidity and other risks are
minimal. On each London business day, SONIA® is measured as the trimmed mean, rounded to four
decimal places, of interest rates paid on eligible sterling denominated deposit transactions. SONIA®
for the previous London business day is published by authorised distributors at 9 am.
The Secured Overnight Financing Rate ("SOFR®") has been selected by the Alternative Reference
Rate Committee (ARRC) as an alternative to LIBOR® and is published by the New York Fed since
April 2018 and is a broad measure of the cost of borrowing cash overnight collateralised by U.S.
Treasury securities in the repurchase market.
The Euro short-term rate ("STR®") reflects the wholesale euro unsecured overnight borrowing costs
of euro area banks and is published by the ECB since 2 October 2019.
5