Bond Fresenius MedCare KGaA 1% ( XS2178769076 ) in EUR

Fresenius MedCare KGaA

100 % ▲

Germany

XS2178769076 ( in EUR )

1% per year ( payment 1 time a year)

29/05/2026 - Bond has expired

Prospectus brochure of the bond Fresenius Medical Care KGaA XS2178769076 in EUR 1%, expired

1 000 EUR

500 000 000 EUR

Fresenius Medical Care KGaA is a global provider of products and services for individuals undergoing dialysis treatment, encompassing dialysis products, services, and related medical technologies.

The Bond issued by Fresenius MedCare KGaA ( Germany ) , in EUR, with the ISIN code XS2178769076, pays a coupon of 1% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/05/2026

Base Prospectus
May 19, 2020
This document constitutes the base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of June 14, 2017 (the Prospectus Regulation) in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus
Regulation, as amended (the Non-Equity Securities) of Fresenius Medical Care AG & Co. KGaA (the Prospectus).

Fresenius Medical Care AG & Co. KGaA
(Hof an der Saale, Federal Republic of Germany)
as Issuer
EUR 10,000,000,000
Debt Issuance Program
(the Program)
Fresenius Medical Care Holdings, Inc. (the Guarantor), unconditionally and irrevocably guarantees the due payment of interest and principal and
additional amounts, if any, for the Notes (as defined below) (the Guarantee). This Guarantee provides for a release mechanism in certain circum-
stances as further described in the Guarantee.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) of the Grand Duchy of Luxembourg (Lux-
embourg) in its capacity as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the stand-
ards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the economic or financial opportunity of the operation or the quality and solvency of the Issuer or of the quality of the Notes
that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list the notes issued under the Program (the Notes) on the official list of the Luxembourg Stock Exchange (Bourse
de Luxembourg) and to admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange. The Luxembourg Stock Ex-
change's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of
May 15, 2014 on markets in financial instruments, as amended (MiFID II). However, Notes may also be issued under the Program which are listed
on a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any stock exchange.
The Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the Luxembourg law relating to
prospectuses for securities dated July 16, 2019, as amended (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise
en oeuvre du règlement (UE) 2017/1129) (the Prospectus Act) to provide the competent authorities in the Federal Republic of Germany (Germa-
ny) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Regulation (a Notification).
The Issuer may request the CSSF to provide competent authorities in additional member states within the European Economic Area (the EEA)
with a Notification.
Prospective purchasers of the Notes should refer to the Risk Factors disclosed on pages 11 et seq. of the Prospectus.
Arranger
Deutsche Bank
Dealers
Barclays
Commerzbank
Crédit Agricole CIB
Deutsche Bank
HSBC
ING
Société Générale Corporate
J.P. Morgan
& Investment Banking

The Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). It is valid for a period of
twelve months from its date of approval. The validity ends upon expiration of May 19, 2021. The obligation to supplement this Prospectus in ac-
cordance with Article 23 of the Prospectus Regulation in the event of a significant new factor, material mistake or material inaccuracy does not
apply when this Prospectus is no longer valid.

RESPONSIBILITY STATEMENT
Fresenius Medical Care AG & Co. KGaA (the Issuer and, together with its consolidated group companies, the Group,
also referred to as we, us or our), with its registered seat (Sitz) in Hof an der Saale, Germany, and its registered of-
fice in Bad Homburg vor der Höhe, Germany, and the Guarantor accept responsibility for the information given in
the Prospectus and for the information which will be contained in the Final Terms (as defined below).
The Issuer and the Guarantor hereby declare that, having taken all reasonable care to ensure that such is the case,
the information contained in the Prospectus for which they are responsible is, to the best of their knowledge, in ac-
cordance with the facts and contains no omission likely to affect its import.
By approving the Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the
transactions under the Program and the quality or solvency of the Issuer in line with the provisions of Article 6(4) of
the Prospectus Act.
NOTICE
The Prospectus should be read and understood in conjunction with any supplement hereto and with any other doc-
uments incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche of Notes), to-
gether with the relevant final terms (the Final Terms). Full information on the Issuer and any Tranche of Notes is on-
ly available on the basis of the combination of the Prospectus and the relevant Final Terms.
The Issuer has confirmed to the Dealers (as defined herein) that the Prospectus contains all information with regard to
the Issuer, the Guarantor and the Notes which is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the
Notes which is material in the context of the Program; that the information contained herein with respect to the Issu-
er, the Guarantor and the Notes is accurate and complete in all material respects and is not misleading; that any opin-
ions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other
facts with respect to the Issuer, the Guarantor or the Notes, the omission of which would make the Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading; that the Issuer has
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers to supplement the Prospectus in accordance with Article 23 of the Pro-
spectus Regulation or publish a new prospectus in the event of any significant new factor, material mistake or ma-
terial inaccuracy relating to the information included in the Prospectus in respect of Notes issued on the basis of the
Prospectus which may affect the assessment of the Notes and which arises or is noted between the time when the
Prospectus has been approved and the closing of the offer period for any Tranche of Notes or the time when trading
of any Tranche of Notes on a regulated market begins in respect of Notes issued on the basis of the Prospectus,
whichever occurs later.
No person has been authorized to give any information which is not contained in or not consistent with the Pro-
spectus or any other document entered into in relation to the Program or any information supplied by the Issuer or
the Guarantor or any other information in the public domain and, if given or made, such information must not be
relied upon as having been authorized by the Issuer, the Guarantor the Dealers or any of them.
To the extent permitted by law, neither the Arranger (as defined herein) nor any Dealer nor any other person men-
tioned in the Prospectus, excluding the Issuer and the Guarantor, is responsible for the information contained in the
Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference, and
2

accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any
responsibility for the accuracy and completeness of the information contained in any of these documents.
The Prospectus is valid for twelve months following the date of its approval and the Prospectus and any supplement
hereto as well as any Final Terms reflects the status as of their respective dates of issue. The delivery of the Pro-
spectus, any supplement thereto, or any Final Terms and the offering, sale or delivery of any Notes may not be tak-
en as an implication that the information contained in such documents is accurate and complete subsequent to
their respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since
such date or that any other information supplied in connection with the Program is accurate at any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of the Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdic-
tions may be restricted by law. Persons in possession of the Prospectus or any Final Terms are required to inform
themselves about and observe any such restrictions. For a description of the restrictions applicable in the United
States of America (the United States or U.S.), the EEA in general, the United Kingdom, Luxembourg, Japan, and Sin-
gapore see "Selling Restrictions" below. In particular, the Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the Securities Act), and include notes in bearer form that are subject to 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.
Product classification requirements in Singapore: The Notes are prescribed capital markets products (as defined in
the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as de-
fined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Rec-
ommendations on Investment Products).
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will out-
line the target market assessment in respect of the Notes and which channels for distribution of the Notes are ap-
propriate. Any person subsequently offering, selling or recommending the Notes (each 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 assess-
ment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Govern-
ance rules under Commission Delegated Directive (EU) 2017/593 of April 7, 2016 (the MiFID Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Ar-
ranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Prod-
uct Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO EEA AND UK RETAIL
INVESTORS", the Notes are not intended to be offered, sold or otherwise made available to and should not be of-
fered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom (the UK). 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 Arti-
cle 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of
the Council of January 20, 2016 on insurance distribution (recast), as amended (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 investor as defined in the Prospectus Regulation. Consequently, no key information document re-
quired by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of November 26, 2014 on key
information documents for packaged retail and insurance-based investment products (PRIIPs), as amended (the
PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA
3

or in the UK has been prepared and will not be prepared and, therefore, offering or selling the Notes or otherwise
making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The language of the Prospectus is English. Any part of the Prospectus in the German language constitutes a transla-
tion, except that (i) in respect of the issue of any Tranche of Notes under the Program, the German text of the terms
and conditions of the Notes set forth below (the Terms and Conditions) may be controlling and binding if so specified
in the relevant Final Terms, (ii) in respect of the German law governed Guarantee (including the negative pledge
contained therein), the German language version is always controlling and binding, and (iii) the consolidated finan-
cial statements of the Issuer which are incorporated by reference into the Prospectus are in German.
The Prospectus and any supplement hereto may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes issued under
the Program is entitled to use the Prospectus as set out in "Consent to the Use of the Prospectus" below.
Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
Neither the Prospectus, nor any supplement thereto nor any Final Terms constitute an offer or an invitation to
subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAM, THE DEALER OR DEALERS (IF
ANY) NAMED AS STABILIZING MANAGER(S) IN THE APPLICABLE FINAL TERMS (OR PERSONS ACTING ON BEHALF OF
A STABILIZING MANAGER(S)) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILIZATION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS
MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE RELEVANT TRANCHE OF NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED
BY THE RELEVANT STABILIZING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILIZING MANAGER(S))
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAM THAT IS TREATED AS IN BEARER FORM
FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
In the Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in Article 2 of Council Regulation (EC) No 974/98 of
May 3, 1998, on the introduction of the euro, as amended. All references to $, US$ or USD are the US dollar, the of-
ficial currency of the United States.
A Tranche of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in the Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Issuer and the
4

Guarantor operate is taken either (i) from publicly available sources, including, but not limited to, third-party stud-
ies, or (ii) from the Issuer's own estimates prepared using the Issuer's Market & Competitor Survey (MCS) which has
been developed to obtain and manage information on the status and development of global, regional and national
dialysis markets. The Issuer uses the MCS as a tool to collect, analyze and communicate current and essential infor-
mation on the dialysis market, developing trends, the Group's market position and those of its competitors (please
see "Business of the Group Major Markets and Competitive Position"). The information from third-party sources
that is cited here has been reproduced accurately. As far as the Issuer and the Guarantor are aware and are able to
ascertain from information published by such third-party, no facts have been omitted which would render the re-
produced information published inaccurate or misleading.
The Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This infor-
mation is based on the Issuer's internal estimates and, as such, may differ from the estimates made by the Issuer's
competitors or from data collected in the future by market research firms or other independent sources. To the extent
the Issuer derived or summarized the market information contained in the Prospectus from a number of different
studies, an individual study is not cited unless the respective information can be taken from it directly.
Neither the Issuer nor the Guarantor have independently verified the market data and other information on which
third parties have based their studies or the external sources on which the Issuer's own estimates are based. There-
fore, neither the Issuer nor the Guarantor assume any responsibility for the accuracy of the information on the mar-
ket environment, market developments, growth rates, market trends and competitive situation presented in the
Prospectus from third-party studies or the accuracy of the information on which the Issuer's own estimates are
based. Any statements regarding the market environment, market developments, growth rates, market trends and
competitive situation presented in the Prospectus regarding the Group and its operating divisions contained in the
Prospectus are based on the Issuer's own estimates and/or analysis unless other sources are specified.
The information on any websites included in the Prospectus, except for the website of the Luxembourg Stock Ex-
change (www.bourse.lu) in the context of the documents incorporated by reference, does not form part of the Pro-
spectus and has not been scrutinized or approved by the CSSF.
The Final Terms in respect of any of the Notes offered on the basis of the Prospectus may specify that amounts pay-
able under floating rate Notes are calculated by reference to (i) the Euro Interbank Offered Rate (EURIBOR), which
as at the date of the Prospectus is provided by the European Money Markets Institute (EMMI), or (ii) the London
Interbank Offered Rate (LIBOR), which at the date of the Prospectus is provided by the ICE Benchmark Administra-
tion Limited (IBA). As at the date of the Prospectus, IBA appears whereas EMMI does not appear on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
(ESMA) pursuant to Article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of the Council of
June 8, 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the per-
formance of investment funds (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, or may not be required
at the date of the relevant Final Terms, to obtain authorization or registration (or, if located outside the European
Union, recognition, endorsement or equivalence). The registration status of any administrator under the Benchmark
Regulation is a matter of public record and save where required by applicable law the Issuer does not intend to in-
clude in the relevant Final Terms any information on the registration status of any administrator.
FORWARD-LOOKING STATEMENTS
The Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on forecasts of future results and estimates of amounts not yet de-
5

terminable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"outlook", "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "seek",
"will" and similar terms and phrases, including references and assumptions. This applies, in particular, to statements in
the Prospectus containing information on future earning capacity, plans and expectations regarding the Group's busi-
ness and management, its growth and profitability, and general economic and regulatory conditions and other factors
that affect it.
Forward-looking statements in the Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including the Group's financial condition and results of opera-
tions, to differ materially from and be worse than results that have expressly or implicitly been suggested or de-
scribed in these forward-looking statements. The Group's business is also subject to a number of risks and uncer-
tainties that could cause a forward-looking statement, estimate or prediction in the Prospectus to become inaccu-
rate. Accordingly, investors are strongly advised to read the sections "RISK FACTORS", "GENERAL INFORMATION ON
THE ISSUER", "GENERAL INFORMATION ON THE GUARANTOR" and "BUSINESS OF THE GROUP" of the Prospectus.
These sections include more detailed descriptions of factors that might have an impact on the Group's business and
the markets in which it operates. In light of the risks, uncertainties and assumptions contained therein, future
events described in the Prospectus may not occur. In addition, neither the Issuer nor the Dealers assume any obliga-
tion, except as required by law, to update any forward-looking statement or to conform these forward-looking
statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (Non-GAAP Measures) which are not recog-
nized financial measures under the International Financial Reporting Standards as issued by the International Ac-
counting Standards Board and as adopted by the European Union (IFRS) or any other generally accepted accounting
principles (GAAP). Such Non-GAAP Measures must be considered only in addition to, and not as a substitute for or
superior to, financial information prepared in accordance with IFRS included elsewhere or incorporated by refer-
ence in the Prospectus. Investors are cautioned not to place undue reliance on these Non-GAAP Measures and are
also advised to review them in conjunction with the financial statements of the Issuer and the related notes there-
to, incorporated by reference in this Prospectus.
6

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAM .................................................................................................................... 8
RISK FACTORS ................................................................................................................................................................ 11
CONSENT TO THE USE OF THE PROSPECTUS ................................................................................................................. 36
GENERAL INFORMATION ON THE ISSUER ..................................................................................................................... 37
GENERAL INFORMATION ON THE GUARANTOR ........................................................................................................... 59
BUSINESS OF THE GROUP .............................................................................................................................................. 63
TERMS AND CONDITIONS OF THE NOTES ................................................................................................................... 120
FORM OF FINAL TERMS ............................................................................................................................................... 240
GUARANTEE................................................................................................................................................................. 262
USE OF PROCEEDS ....................................................................................................................................................... 273
TAXATION WARNING .................................................................................................................................................. 274
SUBSCRIPTION AND SALE ............................................................................................................................................ 275
GENERAL INFORMATION ............................................................................................................................................. 282
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................ 285
NAMES AND ADDRESSES ............................................................................................................................................. 288
7

GENERAL DESCRIPTION OF THE PROGRAM
Under this EUR 10,000,000,000 Debt Issuance Program, the Issuer may from time to time issue Notes with a
minimum denomination of at least EUR 1,000 (or near equivalent in another currency on the issue date) to one
or more of the Dealers (as defined herein). The maximum aggregate principal amount of the Notes from time
to time outstanding under the Program (the Program Amount) will not exceed EUR 10,000,000,000 (or nearly
equivalent in another currency). The Issuer may increase the Program Amount in accordance with the terms of
the Dealer Agreement (as defined below) from time to time.
Notes will be issued on a continuous basis in Tranches of Notes, each Tranche of Notes consisting of Notes
which are identical in all respects. One or more Tranches of Notes, which are expressed to be consolidated and
forming a single series and are identical in all respects, but which may have different issue dates, interest
commencement dates, issue prices and dates for first interest payments may form a series of Notes (each a
Series of Notes). Further Notes may be issued as part of existing Series of Notes. The specific terms of each
Tranche of Notes will be set forth in the applicable Final Terms. The Final Terms of the Notes listed on the offi-
cial list and admitted to trading on the regulated market of the Luxembourg Stock Exchange or publicly offered
in Luxembourg will be displayed on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the
case of Notes listed on any other stock exchange or publicly offered in one or more member states of the EEA
other than Luxembourg, the Final Terms will be displayed on the website of the Issuer
(www.freseniusmedicalcare.com).
Subject to any applicable legal or regulatory restrictions, and requirements of relevant central banks, the Notes
may be issued in euro or any other currency. The Notes are freely transferable and may be offered to qualified
and non-qualified investors. The Notes will be issued with a maturity of twelve months or more.
The yield for Notes with fixed interest rates is calculated in accordance with the method of the International
Capital Markets Association (ICMA) and based on the issue price of the Notes. The ICMA method determines
the effective interest rate of notes taking into account accrued interest on a daily basis.
Issue Procedures
General
The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Tranche
of Notes (the Conditions). The Conditions will be constituted by the Terms and Conditions of the Notes set forth
below, as further specified by the provisions of the Final Terms as set out below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms pro-
vide for the Issuer to choose among the following options (each an Option):

Terms and Conditions for Notes with fixed interest rates (the Option I); and

Terms and Conditions for Notes with floating interest rates (the Option II).
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the following ways:
8

The Final Terms shall be completed as set out therein. The Final Terms shall determine which of Option
I or Option II, including certain further options contained therein, respectively, shall be applicable to the
individual issue of Notes by replicating the relevant provisions and completing the relevant placehold-
ers of the relevant set of Terms and Conditions as set out in the Prospectus in the Final Terms. The rep-
licated and completed provisions of the set of Terms and Conditions alone shall constitute the Condi-
tions, which will be attached to each global note representing the Notes of the relevant Tranche of
Notes. This type of documentation of the Conditions will be used where the Notes are publicly offered,
in whole or in part, or are to be initially distributed, in whole or in part, to non-qualified investors.

Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective further
options contained in each of Option I and Option II are applicable to the individual issue by only referring
to the specific sections of the relevant set of Terms and Conditions as set out in the Prospectus. The Final
Terms will specify that the provisions of the Final Terms and the relevant set of Terms and Conditions as
set out in the Prospectus, taken together, shall constitute the Conditions. Each global note representing
a particular Tranche of Notes will have the Final Terms and the relevant set of Terms and Conditions as
set out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of Option I or Option II shall be applicable to the individual issue of
Notes. Each of the sets of Terms and Conditions of Option I or Option II contains also certain further options
(characterized by indicating the optional provision through instructions and explanatory notes set out either
on the left of or in square brackets within the text of the relevant set of Terms and Conditions as set out in the
Prospectus) as well as placeholders (characterized by square brackets which include the relevant items) which
will be determined by the Final Terms as follows:
Determination of Options
The Issuer will determine which options will be applicable to the individual issue either by replicating the rele-
vant provisions in the Final Terms or by reference of the Final Terms to the sections of the relevant set of
Terms and Conditions as set out in the Prospectus. If the Final Terms do not replicate or refer to an alternative
or optional provision it shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and Con-
ditions will be completed. In case the provisions of the Final Terms and the relevant set of Terms and Condi-
tions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions shall be deemed
to be completed by the information contained in the Final Terms as if such information were inserted in the
placeholders of such provisions.
In that case, all instructions and explanatory notes and text set out in square brackets in the relevant set of
Terms and Conditions and any footnotes and explanatory text in the Final Terms will be deemed to be deleted
from the Conditions.
Controlling Language
As to controlling language of the respective Conditions, the following applies:

In the case of Notes (i) publicly offered, in whole or in part, in Germany, or (ii) initially distributed, in
whole or in part, to non-qualified investors in Germany, German will be the controlling language. If, in
9

the event of such public offer or distribution to non-qualified investors, however, English is chosen as
the controlling language, a German language translation of the Conditions will be available from the
principal offices of the Fiscal Agent and the Issuer as specified on the back of the Prospectus.

In other cases, the Issuer will elect either German or English to be the controlling language.
10