Bond Otto GmbH & Co. KG 2.625% ( XS2049548873 ) in EUR

Otto GmbH & Co. KG

100 % ▼

Germany

XS2049548873 ( in EUR )

2.625% per year ( payment 1 time a year)

10/04/2026 - Bond has expired

Prospectus brochure of the bond Otto GmbH & CO KG XS2049548873 in EUR 2.625%, expired

1 000 EUR

300 000 000 EUR

Otto GmbH & Co KG is a German mail-order company and e-commerce retailer, operating primarily in Germany and offering a wide range of products and services.

The Bond issued by Otto GmbH & Co. KG ( Germany ) , in EUR, with the ISIN code XS2049548873, pays a coupon of 2.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 10/04/2026

Base Prospectus dated 7 June 2019
This document constitutes the base prospectus for purposes of Art. 5(4) of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended or superseded (the "Prospectus Directive") of Otto (GmbH & Co KG) relating to issues of non-
equity securities ("Non-Equity Securities") within the meaning of Art. 22 No. 6(4) of Commission Regulation (EC) No. 809/2004 of
29 April 2004, as amended (the "Prospectus Regulation") under the Programme (as defined below) (the "Base Prospectus").

OTTO (GMBH & CO KG)
(Hamburg, Federal Republic of Germany)
2,000,000,000 Debt Issuance Programme
Under this Base Prospectus, Otto (GmbH & Co KG) (the "Issuer"), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue unsubordinated bearer notes in a minimum denomination of 1,000 per Note (together the
"Notes"). The aggregate principal amount of Notes issued under the Debt Issuance Programme described in this Base Prospectus (the
"Programme") outstanding will not at any time exceed 2,000,000,000 (or the equivalent in other currencies). The principal amount
of the Notes, the issue currency, the interest payable in respect of the Notes, the issue price, the maturity and all other terms and
conditions which are applicable to the particular Series and, if applicable, Tranche of Notes (each term as defined below, see
"General description of the Programme") will be set out in the document containing the final terms (the "Final Terms") within the
meaning of Art. 26(5) of the Prospectus Regulation.
The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent
authority (the "Competent Authority") under the Prospectus Directive has approved this Base Prospectus for any offers to the public
of Notes under this Programme, inter alia, in the Grand Duchy of Luxembourg, as a base prospectus within the meaning of Art. 5(4)
of the Prospectus Directive pursuant to article 7 of the Luxembourg act relating to prospectuses for securities (loi relative aux
prospectus pour valeurs mobilières) dated 10 July 2005, as amended, which implements the Prospectus Directive into Luxembourg
law (the "Luxembourg Prospectus Law"). In relation to the Base Prospectus, the CSSF does not act as competent authority for the
approval thereof to the extent Notes to be issued under the Programme are to be admitted to trading on the Euro MTF operated by the
Luxembourg Stock Exchange or are publicly offered with a denomination of at least EUR 100,000. By approving this Base
Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of
the Issuer and it does not act as competent authority for the approval of this Base Prospectus to the extent Notes are to be admitted to
trading on the Euro MTF operated by the Luxembourg Stock Exchange.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve
months from the date of the publication of this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange
and to be admitted to trading on the Euro MTF operated by the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
Euro MTF is a multilateral trading facility for the purposes of the Investment Services Directive 2014/65/EU (as
amended,"MiFID II") and, therefore, not an EU-regulated market. Notes issued under the Programme may also not be listed at all.
The Notes may be offered to the public in the Grand Duchy of Luxembourg and/or the Republic of Austria and/or the Federal
Republic of Germany and/or The Netherlands into which the Prospectus has been passported in accordance with the respective legal
requirements. The Issuer has requested the CSSF in its capacity as Competent Authority to provide the competent authorities in
Germany, Austria and The Netherlands with a certificate of approval attesting that the Base Prospectus has been drawn up in
accordance with the Luxembourg Prospectus Law and may request the CSSF in its capacity as Competent Authority to provide
competent authorities in host Member States within the European Economic Area ("EEA") with a certificate of approval attesting
that the Base Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (the "Notification"). In the latter
case a supplement to the Base Prospectus will be prepared.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global Note"). Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a "Permanent
Global Note") on or after the date 40 days after the later of the commencement of the offering and the relevant issue date (the
"Exchange Date"), upon certification as to non-U.S. beneficial ownership. The Notes are intended to be held in a manner which
would allow Eurosystem eligibility. Therefore, the Global Notes will be deposited on the issue date either (i) in classical global note
form with Clearstream Banking AG, Frankfurt am Main ("Clearstream, Frankfurt") or (ii) in new global note form with a common
safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") and/or any
other agreed clearing system. 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 applicable from time to time.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Base Prospectus is valid for a period of twelve months after its approval.
Arranger
Deutsche Bank
Dealers
BAYERNLB
BERENBERG
BNP PARIBAS
COMMERZBANK
DEUTSCHE BANK
DZ BANK AG
ING
UNICREDIT BANK

RESPONSIBILITY STATEMENT
Otto (GmbH & Co KG) (the "Issuer" and, together with its subsidiaries and affiliates taken as a whole, the
"Otto Group" or the "Group"), with its registered office in Hamburg, Germany accepts responsibility for the
information contained in this Base Prospectus and for the information which will be contained in the Final
Terms (as defined herein).
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Base Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below).
NOTICE
No person has been authorised to give any information or to make any representation other than those
contained in this Base 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 Arranger or
any Dealer. Neither the delivery of this Base 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 since
the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there
has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which
this Base Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme 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 Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Arranger and the Dealers to inform themselves about and to observe any such restriction. The Notes have not
been or will they 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,
Notes may not be offered, sold or delivered within the United States or to U.S. persons. The term "U.S.
person" has the meaning ascribed to it in the U.S. Internal Revenue Code of 1986, as amended (the "Code")
and regulations thereunder. For a description of certain restrictions on offers and sales of Notes and on
distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or any
Dealer to subscribe for, or purchase, any Notes.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to 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.
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"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
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, with effect from such date, should not be offered, sold or otherwise made
available to any retail investor in the 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; (ii) a customer within the
meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), 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
2

investor as defined in the Prospectus Directive. Where such a Prohibition of Sales to EEA Retail Investors is
included in the Final Terms, no key information document required by Regulation (EU) No 1286/2014 (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.
BENCHMARK REGULATION STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION Interest amounts payable under floating rate Notes issued under the Programme are
calculated by reference to (i) the Euro Interbank Offered Rate ("EURIBOR") which is provided by the
European Money Markets Institute ("EMMI"), or (ii) the London Interbank Offered Rate ("LIBOR") which
is provided by ICE Benchmark Administration Limited ("IBA"). As at the date of this Prospectus, IBA
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 Benchmark Regulation (Regulation
(EU) 2016/1011) (the "Benchmark Regulation"). As at the date of this Prospectus, EMMI does not appear
on the register of administrators and benchmarks established and maintained by the ESMA pursuant to
Article 36 of the Benchmark Regulation. As far as the Issuer is aware, the transitional provisions in Article 51
of the Benchmark Regulation apply, such that EMMI is not currently required to obtain authorisation or
registration (or, if located outside the European Union, recognition, endorsement or equivalence).
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any information contained in this Base
Prospectus. Neither this Base 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
Arranger or the Dealers that any recipient of this Base 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 Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor
to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
This Base 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 Base Prospectus. This Base 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 issued under the Programme as any evaluation of the suitability for an investor
of an investment in Notes issued under the Programme depends upon a prospective investor's particular
financial and other circumstances, as well as on specific terms of the relevant 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 any Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as stabilisation
manager(s) (or a person acting on behalf of any stabilisation manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the
earlier of 30 calendar days after the issue date of the relevant Tranche of Notes and 60 calendar 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 person(s) acting on behalf of any stabilisation
manager(s)) in accordance with all applicable laws and rules.
ALTERNATIVE PERFORMANCE MEASURES:
This Base Prospectus contains certain alternative performance measures ("APMs") which are not recognised
financial measures under IFRS. Such APMs must be considered only in addition to, and not as a substitute for
or superior to, financial information prepared in accordinace with IFRS included elsewhere in the Base
3

Prospectus. Investors are cautioned not to place undue reliance on these APMs and are also advised to review
them in conjuction with the financial statements of the Issuer and related notes.
This Base Prospectus contains the following APMs:
Earnings before tax ("EBT"): Reconciliation and explanation for EBT can be found in the Otto Group's
Annual Report 2018/19 page 125. The Issuer reports its EBT because it believes it is a helpful figure for
evaluating the Otto Group's financial performance. The EBT reported is not necessarily comparable to the
performance figures published by other companies as EBT or the like.
Earnings before interest and tax ("EBIT"): Reconciliation and explanation for segment EBIT to be found in
the Otto Group's Annual Report 2018/19 pages 136-137. The Issuer reports its EBIT because it believes it is a
helpful figure for evaluating the Otto Group's and its segments' operating performance. The EBIT reported is
not necessarily comparable to the performance figures published by other companies as EBIT or the like.
Earnings before interest, tax, depreciation and amortisation ("EBITDA"): Reconciliation and explanation for
EBITDA to be found in the Otto Group's Annual Report 2018/19 page 125. The Issuer reports its EBITDA
because it believes it is a helpful figure for evaluating the Otto Group's and its segments' operating
performance. The EBITDA reported is not necessarily comparable to the performance figures published by
other companies as EBITDA or the like.
Net financial debt: Reconciliation and explanation for net financial debt to be found in the Otto Group's
Annual Report 2018/19 page 106. The Issuer reports its net financial debt because it believes it is a helpful
figure for evaluating the Otto Group's capital structure. The net financial debt reported is not necessarily
comparable to the performance figures published by other companies as net financial debt or the like.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "CHF" are
to the currency of Switzerland, references to "EUR", "euro" and "" are to the currency introduced at the
third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union, references to "RMB" are to the currency of the
People's Republic of China, references to "GBP" 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.
4

TABLE OF CONTENTS

Page
SUMMARY ....................................................................................................................................................... 6
GERMAN TRANSLATION OF THE SUMMARY .........................................................................................19
RISK FACTORS ...............................................................................................................................................34
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................53
ISSUE PROCEDURES .....................................................................................................................................56
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................58
USE OF PROCEEDS ...................................................................................................................................... 119
DESCRIPTION OF OTTO (GMBH & CO KG) ............................................................................................120
TAXATION .....................................................................................................................................................135
SUBSCRIPTION AND SALE ........................................................................................................................144
FORM OF FINAL TERMS .............................................................................................................................147
GENERAL INFORMATION ..........................................................................................................................171
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................174

5

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type
of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary with the mention of "not applicable".
Element
Section A Introduction and warnings
A.1
Warnings
Warning that:

this Summary should be read as an introduction to the
Base Prospectus;

any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by
the investor;

where a claim relating to the information contained in
the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation
of the Member States, have to bear the costs of
translating the Base Prospectus, before the legal
proceedings are initiated; and

civil liability attaches only to the Issuer who has
tabled the Summary including any translation thereof,
but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts
of the Base Prospectus or it does not provide, when
read together with the other parts of the Base
Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.
A.2
Consent to the use of the Base
Each of [] [and/or each of [] as financial intermediary]
Prospectus
subsequently reselling or finally placing the Notes in the Grand

Duchy of Luxembourg [[,][and] the Federal Republic of
Germany] [[,][and] The Netherlands] [[,][and] the Republic of
Austria] is entitled to use the Base Prospectus during the offer
period for the subsequent resale or final placement of the Notes
from [] to [], provided however, that the Base Prospectus is
still valid in accordance with Article 11(2) of the Luxembourg act
relating to prospectuses for securities (Loi relative aux prospectus
pour valeurs mobilières) which implements Directive
2003/71/EC of the European Parliament and of the Council of
4 November 2003 (as amended or superseded).
Such Dealer(s) and/or financial intermediary/intermediaries may
use the prospectus for subsequent resale or final placement in the
Grand Duchy of Luxembourg, the Federal Republic of Germany,
The Netherlands and the Republic of Austria, into which the Base
Prospectus has been passported in accordance with the respective
legal requirements.
The Base Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Base Prospectus is available for viewing
in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Base Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it complies
with all applicable laws and regulations in force in the respective
jurisdictions.
6

In the event of an offer being made by a Dealer and/or a
further financial intermediary, the Dealer and/or the further
financial intermediary shall provide information to investors
on the terms and conditions of the Notes at the time of that
offer.

Element
Section B Otto (GmbH & Co KG)
B.1
Legal and commercial name
Otto (GmbH & Co KG) (the "Issuer" and, together with its
consolidated subsidiaries, the "Otto Group").
B.2
Domicile / Legal form / Legislation /
The Issuer is a limited partnership whose general partner is a
Country of incorporation
limited liability company (Gesellschaft mit beschränkter Haftung
& Compagnie Kommanditgesellschaft (GmbH & Co KG)). The
Issuer is incorporated and operates under the laws of the Federal
Republic of Germany. The head office is in Hamburg, Germany.
B.4b
Known trends affecting the Issuer and The Otto Group operates in a competitive environment. Intensive
the industries in which it operates
competition in the retail sector in general, and in e-commerce in
particular, could adversely affect the financial condition and
results of operations of the Issuer.
B.5
Description of the group and the
The Otto Group is a globally active group of retailers and retail-
Issuer's position within the group
related service providers whose activities are divided into three
business segments: Multichannel Retail, Financial Services and
Services. The Issuer is the operating company for OTTO, the
Otto Group's historical core company, and also acts as holding
company for the Otto Group.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.
B.10
Qualifications in the audit report
Not applicable. The audit report does not include any
qualifications.

B.12
Selected historical key financial
information
Financial Year
Financial Year

1 March 2018 until 1 March 2017 until
28 February 2019
28 February 2018*

(audited)
(audited)

in EUR million

Revenue
13,446
13,660
EBITDA
524
733
EBIT
222
388
EBT
278
622
Profit for the year
177
516
Free cash flow
-213
243

28 February 2019
28 February 2018*
Equity
1,706
1,515
Total assets
9,624
9,297
Net financial debt
2,739
2,509
* Prior-year numbers adjusted for changes in IFRS 9 and IFRS 15. For further details
please see Note 3 "Accounting Policies" to the audited consolidated financial statements of
Otto (GmbH & Co KG) for the financial year ending 28 February 2019, which are
incorporated by reference into this Base Prospectus.

Trend information
There has been no material adverse change in the prospects of the
Issuer since 28 February 2019.

Significant change in the financial and trading position
Not applicable. There has been no significant change in the
financial or trading position of the Issuer or the Otto Group since
28 February 2019.
7

B.13
Recent developments
On 10 April 2019, the Issuer issued EUR 250 million sustainable
notes under this Programme. The notes bear annual interest of
2.625 per cent and will mature in 2026. The net proceeds from
this issuance of notes were employed by the Issuer in line with
the Sustainable Finance Framework of Otto Group.

In financial year 2018/19, the EOS Group, which is 100% owned
by the Otto Group, entered into an agreement to sell its specialist
healthcare factoring business EOS Health Honorarmanagement
AG. The transaction was closed on 30 April 2019.
B.14.
Statement of dependency upon other
Please see Element B.5
entities within the group
Not applicable. The Issuer is not dependent upon other entities
within the Group.
B.15
Principal activities
The Otto Group's activities are divided into three business
segments, namely (i) Multichannel Retail, (ii) Financial Services
and (iii) Services. The Multichannel Retail segment comprises
the Otto Group's domestic and international companies that offer
their products via the three distribution channels e-commerce,
catalogue business and over-the-counter retail. The Financial
Services segment comprises the Otto Group's offer of financial
services such as debt collection, receivables management and
innovative retail-related financial services. The Services segment
comprises the Otto Group's logistics and sourcing companies.
B.16
Controlling interest over the Issuer
Limited Partners (Kommanditisten) of the Issuer are OTTO
Aktiengesellschaft für Beteiligungen and GSV Aktiengesellschaft
für Beteiligungen. These companies directly hold 100% of the
limited partnership interests.
The Michael Otto Stiftung and members of the Otto family
together hold an interest of more than 98% in the Issuer.
B.17
Credit ratings of the Issuer or its debt
Not applicable. The Issuer has not received any credit rating.
securities

[The Notes are rated [] by [Moody's Investors Service, Inc
("Moody's")] [Standard & Poor's Financial Services LLC
("Standard & Poor's")] [A.M. Best ("A.M. Best")] [].]1,2

[Not applicable. The Notes are not rated.]

Element
Section C The Notes
C.1
Class and type of the Notes / security
Class
identification number

[Fixed rate Notes]

[Floating rate Notes]

Security Identification Number(s)
[Common Code]
[WKN]

[ISIN]
C.2
Currency
The Notes are issued in [specified currency].
C.5
Restrictions on free transferability
Not applicable. The Notes are freely transferable.

1
[Moody's, Standard & Poor's and A.M. Best are established in the European Union and registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended from time to time, (the "CRA Regulation"). A list of credit rating
agencies registered under the CRA Regulation is available for viewing at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.]
2 [A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem invested
capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.]
8

C.8
Rights attached to the Notes
Unless previously redeemed (prior to maturity) or repurchased,
(including ranking of the Notes and
the Notes will be redeemed at the specified denomination on the
limitations to those rights)
maturity date.

Negative pledge

The terms and conditions of the Notes contain a negative pledge
provision of the Issuer.

Status of the Notes

The Notes constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer ranking pari passu
among themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, present or future, except
for any obligations preferred by mandatory provisions of law.

Early redemption in an event of default:

The Notes provide for events of default entitling the holders of
Notes (the "Noteholders") to demand immediate redemption of
Notes at their specified denomination plus accrued interest. The
Noteholders are, inter alia, entitled to demand immediate
redemption if the Issuer fails to fulfil payment obligations arising
from any other capital market indebtedness, provided the amount
of such payment obligation exceeds the amount of
EUR 10,000,000.

[Early redemption at the option of the Noteholder at the
specified denomination together with accrued interest:

The Notes can be redeemed at the option of the Noteholder upon
giving notice within the notice period on [insert put redemption
date[(s)]] at the specified denomination together with accrued
interest to, but excluding, the relevant redemption date.]

[Resolutions of Noteholders:

In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz "SchVG") the Notes contain
provisions pursuant to which the Noteholders consent by
resolution to amendments of the terms and conditions of the
Notes (upon the Issuer's decision to amend the terms and
conditions of the Notes) and pursuant to which the Noteholders
decide upon certain other matters regarding the Notes.
Resolutions of Noteholders properly adopted, will be exclusively
passed by vote taken without a meeting and are binding upon all
Noteholders. Resolutions providing for material amendments to
the terms and conditions of the Notes require a majority of not
less than 75% of the votes cast. Resolutions regarding other
amendments are passed by a simple majority of the votes cast.]

Early redemption for tax reasons:

Early Redemption of the Notes for tax reasons will be permitted,
if as a result of any change in, or amendment to, the laws (or any
rules or regulations thereunder) of the Federal Republic of
Germany or any political subdivision or any authority of or in the
Federal Republic of Germany having power to tax, or as a result
of any change in, or amendment to, the official interpretation or
application of any such laws, rules or regulations by any
legislative body, court, governmental agency or regulatory
authority the Issuer has or will become obliged to pay additional
amounts.
9

Early redemption following a change of control:

Early redemption of the Notes following a change of control will
be permitted, if any person or persons, who on the issue date
were not partners of the Issuer or shareholders of its general
partner, acting in concert (as defined in section 34 (2) of the
German Securities Trading Act (Wertpapierhandelsgesetz -
WpHG)) or any person or persons acting on behalf of any such
person(s), at any time directly or indirectly acquire(s) (i) more
than 50% of the limited liability capital (Kommanditkapital) of
the Issuer or more than 50% of the share capital (Stammkapital)
of its general partner or (ii) such number of partnership interests
(Anteile am Kommanditkapital) of the Issuer or shares in the
capital (Anteile am Stammkapital) of its general partner carrying
more than 50% of the voting rights exercisable at respective
general meetings of the Issuer or its general partner.

[Early redemption at the option of the Issuer at the specified
denomination together with accrued interest:

The Issuer may call and redeem the Notes (in whole but not in
part) on [insert call redemption date(s)] on giving not less than
30 nor more than 60 days' notice. The Issuer shall redeem each
Note at the specified denomination together with accrued interest
on the date fixed in the notice.]

[Early redemption at the option of the Issuer upon
occurrence of a benchmark event:

If a benchmark event occurs in relation to the original benchmark
rate of the Notes but the Issuer fails to appoint an independent
adviser or the independent adviser appointed by it fails to
determine a new benchmark rate, the Issuer may call and redeem
the Notes (in whole but not in part) at any time at their specified
denomination together with accrued interest by giving not less
than 30 and more than 60 days' notice.]

[Early redemption at the option of the Issuer at the specified
denomination, or, if higher, the present value, in the case of
fixed rate Notes:

The Notes can be redeemed in whole but not in part at the option
of the Issuer on [insert Optional Redemption Date[(s)]] upon
giving notice within the specified notice period at the specified
denomination, or, if higher, at the present value of a Note
together with accrued interest.]
C.9
Interest rate
Please see Element C.8.
[In case of fixed rate notes: [] per cent. per annum.]

[In case of floating rate Notes: [EURIBOR][LIBOR for the
specified currency] [[plus][minus] the margin of [] per cent. per
annum] for the specified interest period.]
[In case of floating rate Notes with a minimum rate of interest,
the following applies: If the rate of interest in respect of any
interest period determined in accordance with the above
provisions is less than [] per cent. per annum, the rate of interest
for such interest period shall be [] per cent. per annum.]
[In case of floating rate Notes with a maximum rate of interest,
the following applies: If the rate of interest in respect of any
interest period determined in accordance with the above
provisions is greater than [] per cent. per annum, the rate of
Interest for such Interest Period shall be [] per cent. per annum.]

Interest commencement date
[]

Interest payment dates
[]

Underlying on which interest rate is
[Not applicable in the case of fixed rate Notes. The interest rate
based
is not based on an underlying.]
10