Obbligazione JAB Holding BV 1% ( DE000A3KPTG6 ) in EUR

JAB Holding BV

100 EUR ▲

Paesi Bassi

DE000A3KPTG6 ( in EUR )

1% per anno ( pagato 1 volta l'anno)

14/07/2031 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione JAB Holdings B.V DE000A3KPTG6 in EUR 1%, scaduta

100 000 EUR

500 000 000 EUR

JAB Holding B.V. è una società di investimento privata con sede nei Paesi Bassi, attiva principalmente nel settore dei beni di consumo, con partecipazioni in aziende leader nel caffè, nella moda e nel lusso.

The Obbligazione issued by JAB Holding BV ( Netherlands ) , in EUR, with the ISIN code DE000A3KPTG6, pays a coupon of 1% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/07/2031

Prospectus dated 12 July 2021

JAB Holdings B.V.
(Amsterdam, The Netherlands)
EUR 500,000,000 1.000 per cent. Notes due 2031
unconditionally and irrevocably guaranteed by
JAB Holding Company S.à r.l.
(Luxembourg, Grand Duchy of Luxembourg)
ISIN DE000A3KPTG6, Common Code 236505189, WKN A3KPTG
Issue Price 99.697 per cent.
JAB Holdings B.V., Piet Heinkade 55, 1019 GM Amsterdam, The Netherlands (the "Issuer") will issue on 14 July 2021 (the "Issue Date") EUR
500,000,000 1.000 per cent. Notes due 2031 (the "Notes") in the denomination of EUR 100,000 per Note.
The Notes have the benefit of an unconditional and irrevocable guarantee (the "Guarantee") of JAB Holding Company S.à r.l. (the "Guarantor").
The Notes and the Guarantee will be governed by the laws of the Federal Republic of Germany ("Germany").
The Issuer and the Guarantor are part of a group of holding companies (the "JAB Group") which invest in a portfolio of operating companies as
further described under "Description of the Issuer", "Description of the Guarantor" and "Description of the JAB Group".
The Notes will bear interest on their outstanding amount from and including the Issue Date to but excluding 14 July 2031 at a rate of 1.000 per
cent. per annum, payable annually in arrear on 14 July of each year, commencing on 14 July 2022. Unless previously redeemed or repurchased and
cancelled, the Notes will be redeemed at par on 14 July 2031 (the "Maturity Date").
The Issuer may, at its option, redeem the Notes prior to the Maturity Date on the terms set forth in § 4 of the terms and conditions of the Notes (the
"Terms and Conditions"). Upon occurrence of a Put Event or an event of default (each as described in the Terms and Conditions), each holder of
Notes (a "Noteholder") will have the option to declare all or some only of its Notes not previously redeemed due prior to the Maturity Date. In
such case the Issuer will redeem such Notes at their principal amount.
The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global Note"). Interests in the Temporary
Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent Global Note" and, together with
the Temporary Global Notes, each a "Global Note") on or after the date 40 days after the later of the commencement of the offering and the Issue
Date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. The Global Notes will be deposited prior to the Issue Date
with Clearstream Banking Aktiengesellschaft, Eschborn ("Clearstream Frankfurt").
This prospectus (the "Prospectus") does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). No "competent authority" (as defined in the Prospectus Regulation)
has approved this Prospectus or reviewed information contained in this Prospectus.
This Prospectus constitutes a prospectus for the purpose of Part IV of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities.
Application has been made to list the Notes on the official list (the "Official List") of the Luxembourg Stock Exchange and for admission to trading
of the Notes on the Euro MTF Market operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the purposes of
Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended, ("MiFID II"), and, therefore,
not an EU-regulated market.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or solicitation
is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, subject
to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that
they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Investing in the Notes
involves certain risks. Please review the section entitled "Risk Factors" beginning on page 6 of this Prospectus.
Active Bookrunners
Deutsche Bank
HSBC
ING

MUFG
UniCredit
Passive Bookrunners
Bayern LB
Commerzbank
IMI Intesa Sanpaolo
Mediobanca

SEB

RESPONSIBILITY STATEMENT
Each of the Issuer, with registered office in Amsterdam, the Netherlands, and the Guarantor, with registered office in
Luxembourg, Grand Duchy of Luxembourg, accepts responsibility for the information contained in this Prospectus
and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained
in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to
affect the import of such information.
The Issuer and the Guarantor further confirm that (i) this Prospectus contains all information with respect to the
Issuer, the Guarantor, the Notes and the Guarantee which is material in the context of the issue and offering of the
Notes, including all information which, according to the particular nature of the Issuer, the Guarantor, the Notes and
Guarantee, is necessary to enable investors and their investment advisers to make an informed assessment of the
assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the Guarantor and of the
rights attached to the Notes and the Guarantee; (ii) the statements contained in this Prospectus relating to the Issuer,
the Guarantor, the Notes and the Guarantee are in every material respect true and accurate and not misleading;
(iii) there are no other facts in relation to the Issuer, the Guarantor, the Notes or the Guarantee the omission of which
would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading in any
material respect; (iv) reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts
and to verify the accuracy of all such information and statements; and (v) the statements of opinion, intention, belief
or expectation expressed in the Prospectus are honestly and reasonably held.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having been
authorised by or on behalf of the Issuer, the Guarantor or the Joint Bookrunners (as defined in the section
"Subscription and Sale of the Notes").
This Prospectus should be read and understood in conjunction with any supplement hereto and any documents
incorporated herein or therein by reference.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor. This Prospectus
does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantor or the Joint
Bookrunners to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with
the Notes should be considered as a recommendation by the Issuer the Guarantor or the Joint Bookrunners to a
recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the distribution of
this Prospectus and any other information supplied in connection with the issue of the Notes may not be taken as an
implication that the information contained herein or therein is accurate and complete subsequent to the date hereof
or thereof or that there has been no adverse change in the financial condition of the Issuer, the Guarantor or the JAB
Group since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Bookrunners nor any of its
respective affiliates nor any other person mentioned in this Prospectus, except for the Issuer and the Guarantor,
accepts responsibility for the accuracy and completeness of the information contained in this Prospectus or any
document incorporated by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accept any responsibility for the accuracy and completeness of the information
contained in any of these documents. The Joint Bookrunners have not independently verified any such information
and accept no responsibility for the accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make
such offer or solicitation.
2

The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and
to observe any such restrictions. No representation is being made by the Joint Bookrunners that the Prospectus may
be lawfully distributed or that the Notes may be lawfully sold in any jurisdiction. For a description of the restrictions
applicable in the United States of America, Singapore and the United Kingdom, see "Subscription and Sale of the
Notes Selling Restrictions".
For the avoidance of doubt, the content of any website referred to in this Prospectus does not form part of this
Prospectus (except for the information expressly incorporated by reference into this Prospectus) and the information
on such websites has not been scrutinised or approved by the Luxembourg Stock Exchange.
The language of this Prospectus is English. In respect of the Terms and Conditions and the Guarantee, German is the
controlling and legally binding language.
In this 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 as defined in Article 2 of Council Regulation (EC) No 974/98
of 3 May 1998 on the introduction of the Euro, as amended. References to "$", "US$" or "USD" are to the currency
of the United States of America.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET: PROFESSIONAL
INVESTORS AND ECPS ONLY
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of
the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"),
the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes are 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, ING BANK N.V. (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT
IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

3

FORWARD-LOOKING STATEMENTS
This Prospectus includes certain "forward-looking statements". All statements other than statements of historical
facts included in this Prospectus, including, without limitation, those regarding the Issuer's or the Guarantor's
financial positions, business strategies, plans and objectives of management for future operations, are forward-
looking statements. These forward-looking statements can be identified by the use of forward-looking terminology,
including the terms "aim", "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "guidance",
"intend", "may", "plan", "project", "probability", "target", "goal", "objective", "should" or "will" or, in each case,
their negative, or other variations or comparable terminology. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
the Issuer or the Guarantor, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based
on numerous assumptions regarding the Issuer's and Guarantor's present and future business strategies and the
environment in which the Issuer and/or the Guarantor operate in the future. In addition, even if their financial
condition, results of operations and cash flows, and the development of the industry in which they operate, are
consistent with the forward-looking statements contained in this Prospectus, those results or developments may not
be indicative of results or developments in subsequent periods.
Any forward-looking statements in this Prospectus speak only as of the date on which they are made. The Issuer, the
Guarantor and the Joint Bookrunners expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statement contained herein to reflect any change in their respective expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
ALTERNATIVE PERFORMANCE MEASURES
The Issuer and the Guarantor believe that there are alternative performance measures (together, the "Alternative
Performance Measures") which are useful in evaluating JAB Group's operating performance, the value of JAB
Group's investment portfolio and the level of JAB Group's indebtedness. However, the Alternative Performance
Measures are not recognized as measures under IFRS and should not be considered as substitutes for figures on result
before taxes, net earnings, net liabilities, cash flow from/used in operating activities or other income statement,
balance sheet or cash flow data, as determined in accordance with IFRS, or as measures of profitability, liquidity or
indebtedness. The Alternative Performance Measures do not necessarily indicate whether cash flow will be sufficient
or available for JAB Group's cash requirements, nor whether any such measure is indicative of JAB Group's historical
operating results. The Alternative Performance Measures are not meant to be indicative of future results. Because
not all companies calculate these measures and figures in the same way, JAB Group's presentation of the Alternative
Performance Measures is not necessarily comparable with similarly titled measures used by other companies.
4

TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 6
USE OF PROCEEDS ........................................................................................................................................20
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................21
THE GUARANTEE ..........................................................................................................................................46
DESCRIPTION OF THE ISSUER ...................................................................................................................50
DESCRIPTION OF THE GUARANTOR ........................................................................................................62
DESCRIPTION OF THE JAB GROUP ............................................................................................................68
TAXATION WARNING ...................................................................................................................................74
SUBSCRIPTION AND SALE OF THE NOTES ..............................................................................................75
GENERAL INFORMATION ............................................................................................................................78
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................80

5

RISK FACTORS
Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its obligations
under the Notes or the Guarantee, respectively. All of these factors are contingencies which may or may not occur
and each of the Issuer and the Guarantor is not in a position to express a view on the likelihood of any such
contingency occurring.
Factors which the Issuer or the Guarantor believes may be material for the purpose of assessing the market risks
associated with the Notes or the Guarantee are also described below.
Each of the Issuer and the Guarantor believes that the factors described below represent the principal risks inherent
in investing in the Notes as guaranteed by the Guarantee. However, either the Issuer or the Guarantor may be unable
to pay interest, principal or other amounts on or in connection with the Notes or the Guarantee, respectively, for
other reasons and neither the Issuer nor the Guarantor represents that the statements below regarding the risks of
holding any Notes as guaranteed by the Guarantee are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus (including any documents deemed to be incorporated by reference
herein) and reach their own views prior to making any investment decision. Prospective investors should note that
the risks relating to the Issuer and the Guarantor, their respective industries and the Notes summarised in this section
are the risks that the Issuer and the Guarantor believe to be the most essential to an assessment by a prospective
investor of whether to consider an investment in the Notes. However, as these risks relate to events and depend on
circumstances that may or may not occur in the future, prospective investors should consider not only the information
on the key risks summarised in this section, but also, among other things, should consult their financial, legal and
tax advisers.
Risk Factors that may affect the Issuer/Guarantor's ability to fulfil its obligations under the Notes or the
Guarantee, respectively
Risk related to Covid-19 pandemic
Pandemics, epidemics, outbreaks of infectious diseases or any other serious public health concerns, such as the
outbreak of SARS-CoV-2 first identified in December 2019 and its associated disease ("Covid-19"), together with
any measures aimed at mitigating a further expansion thereof, such as restrictions on travel, imposition of
quarantines, prolonged closures of workplaces or curfews or other social distancing measures, may have a continued
material adverse effect on the global economy and international financial markets in general and on the markets in
which the JAB Group operates. The spread of Covid-19 has resulted in a sharp decline in global economic activities,
at least temporarily. It has negatively impacted global financial markets and global economic growth expectations.
The recent resurgence in cases of Covid-19 resulting from the changing of the seasons or other new outbreaks may
further prolong the negative effects associated with the Covid-19 pandemic due to reinstated quarantines, closures
and other social distancing measures which may hinder recovery of economic activities.
The impacts of Covid-19 are not all apparent yet and are expected to remain fluid until the length and extent of the
crisis and solutions for treatment and prevention become clearer. These impacts depend on a number of factors, such
as the duration and spread of Covid-19 as well as the timing, suitability and effectiveness of measures imposed by
authorities, the availability of resources, including human, material, infrastructure and financial required to
implement an effective response to the pandemic, the level of civil compliance with such measures and the
development of vaccines and rollout of effective immunization programs.
JAB Group focuses on assessing the impact of the Covid-19 pandemic on its investments and their respective
performances. JAB Group monitors and follows closely the information released from governments, regulatory
bodies and health organizations in the countries in which the JAB Group and its investments operate. While the
majority its investments (in the assessment of JAB Group approximately 75%) are focused on business sectors JAB
Group considers to be resilient and in most cases nondiscretionary, including hot and cold non-alcoholic beverages
(e.g., Keurig Dr Pepper Inc. and JDE Peet's N.V.) and specialty and general practice pet hospitals (National Veterinary
Associates), certain other investments, primarily in the retail restaurant, cosmetic and luxury sectors, have been
negatively affected. For example, in response to the global outbreak and pursuant to the exercise of emergency
6

executive authority invoked by country, state and local governments, the restaurant and coffeehouse industry (which
includes shops and restaurants operated by investments of JAB Group such as Pret A Manger (Europe) Limited;
Panera Holdings Corp., Caribou Coffee Company Inc., Espresso House Holding AB) was mandated to close
temporarily or limit service at substantially all the restaurants and coffeehouses across the globe in 2020 in order to
combat the spread of Covid-19.
A prolonged period of substantially reduced sales due to the Covid-19 pandemic could have a further adverse effect
on JAB Group's investments' respective businesses, financial condition, results of operations and cash flows.
Dependency on investment performance
The Issuer and the Guarantor are both holding companies without any significant operating business. The Issuer and
Guarantor's financial condition therefore depends on the performance of their investment activities. The Issuer
depends primarily on the receipt of funds, distributions and dividends from its investments. Its investments are
separate and distinct legal entities that have no obligation to make any funds available to the Issuer or the Guarantor
or to each other, whether by intercompany loans or payment of dividends. The ability of the companies in which the
Issuer is invested to make such payments depends on each respective company's economic performance and financial
condition. As a result, no assurance can be given that the Issuer and the Guarantor will receive adequate funding to
maintain their financial condition.
The ability of JAB Group to utilize the cash flows from its investments is subject, in certain countries, to the
availability of a sufficient quantity of foreign exchange reserves, and potentially to foreign investment and exchange
control laws. The interests of the minority shareholders of some of JAB Group's investments must be considered
when those companies make distributions, and any such distributions may also be subject to restrictions under
applicable laws and regulations or any relevant shareholders' agreement. Accordingly, JAB Group may not be able
to obtain cash from its investments at the times and in the amounts that it requires. Any failure by JAB Group to
obtain distributions from its investments could restrict JAB Group's funding and its ability to meet its obligations or
pursue its strategy.
In addition, JAB Group and its investments may face funding and liquidity restrictions under the terms of the
respective financing arrangements upon which JAB Group and its investments depend. Each of JAB Group's
investments with external funding relies on its own separate credit facility and financing, to the extent that its balance
sheet allows for financing and may be restricted by the terms of its indebtedness, or indebtedness of its subsidiaries.
Investment risks
Exposure to market prices of investment assets
The composition of the Issuer's investment portfolio may vary substantially from time to time (see the structure chart
of the JAB Group and its investments in the section "Description of the Issuer"). The market value of the portfolio
directly and indirectly held by the Issuer and the Guarantor, respectively, is subject to the market prices of the assets
comprising the portfolio. A decrease of such market prices may lead to a significantly lower market value of the
portfolio, which may affect the creditworthiness of the Issuer, the Guarantor and/or the JAB Group.
The Issuer holds, directly and indirectly, equity interests in listed and unlisted companies. The value of investments
in listed companies (e.g., KDP, JDE Peet's and Coty) is based on the market prices of the listed companies. The value
of investments in unlisted companies is determined using the market approach including valuations based on
multiples for comparable listed entities. Accordingly, changing market prices and conditions may adversely affect
the value of the Issuer's assets. A sustained fall in equity and/or bond markets or changes in interest or exchange rates
may reduce the Issuer's earnings significantly and for an extended period of time. The Issuer's expenses, e.g. interest
expenses, may not decrease at the same rate as investment markets could fall and if the Issuer is not able to manage
its expenses effectively, the Issuer could experience significant and sustained losses as a consequence.
7

Commercial risks
Maintaining long-term ownership in holdings and a flow of investments in, and divestments from, new investment
activities involves commercial risks, such as high exposure to certain industries or individual holdings, changing
market conditions limiting attractive investment opportunities and barriers to exit from certain holdings at the chosen
time.
Portfolio risks
The Issuer, the Guarantor and the JAB Group have made their investment decisions based on sound financial grounds
in accordance with their investment principles and have kept their leverage at a level in line with the rating of the
Notes and the rating of the Guarantor. There is no assurance, however, that any current or future investments, if made,
will not have a negative adverse impact on the Issuer's, the Guarantor's or the JAB Group's financial condition in the
short and/or medium term and on the rating of the Notes or the corporate credit rating of the Guarantor.
The investment portfolio of the Issuer is continuously monitored and analysed by the Issuer through constant dialogue
with the management or through direct participation through members in the management board or supervisory board
of the companies in which the Issuer, the Guarantor and the JAB Group are invested. However, the Issuer, the
Guarantor and the JAB Group may not be able to significantly influence the strategy of each of their investments at
all times, e.g. as result of a minority participation of other investors or the Issuer, the Guarantor and the JAB Group
are not the sole investors in their respective ultimate investments (see structure chart in the section "Description of
the Issuer"). Consequently, other investors may block any strategic decision in respect of the ultimate operating
companies of the Issuer's, the Guarantor's or the JAB Group's investment. No assurance can be given in relation to
the future performance of the Issuer's, the Guarantor's or the JAB Group's investment portfolio nor can it be assured
that the investment portfolio will not vary substantially from time to time or that the Issuer, the Guarantor or the JAB
Group, given their nature as investment companies/group, will not dispose in whole or in part of any of their
respective investments.
Strategic risks including acquisitions of new businesses
Failure to assess future market developments and/or overall negative economic development may adversely affect
the businesses of the Issuer, the Guarantor and the JAB Group. Corporate strategy risks can arise above all from the
erroneous assessment of future market developments. Regulatory controls and changes in public policy may reduce
the profitability of new or current business segments in which the Issuer is invested.
JAB Group and its investments expect to acquire businesses or brands to expand their respective business and product
portfolio and distribution rights and may invest in new business strategies or joint ventures. In evaluating such
endeavours, JAB Group will be required to make difficult judgments regarding the value of business strategies,
opportunities, technologies and other assets, and the risks and cost of potential liabilities. Furthermore, JAB Group
may incur unforeseen liabilities and obligations in connection with any of its completed acquisitions and any future
acquisitions, including in connection with the integration or management of the acquired businesses or brands and
may encounter unexpected difficulties and costs in integrating them into its investments' operating and internal
control structures. Additionally, new ventures and investments are inherently risky and may not be successful, and
JAB Group and its investments may face challenges in achieving strategic objectives and other benefits expected
from such investments or ventures. Any acquisitions, investments or ventures may also result in the diversion of JAB
Group's or its investments' management attention and resources from other initiatives and operations. JAB Group's
financial performance will depend in large part on how well JAB Group and its investments can manage and improve
the performance of acquired businesses or brands and the success of its other investments and ventures. JAB Group
and its investments may not achieve the strategic and financial objectives for such transactions.
Concentration risks
As of 31 December 2020, the direct and indirect principal investment holdings of the Issuer, the Guarantor and the
JAB Group in JAB Beverage Platform B.V. represented 53.2% of the gross asset value of the JAB Group's assets.
Other assets (including among others cash & cash equivalents, the direct investment in Keurig Dr Pepper Inc. and in
JDE Peet's N.V., and investments in Pret Panera I G.P., Pret Panera III G.P., KK G.P, Cottage Holdco B.V., Petcare
8

G.P. and JAB Luxury GmbH) represented 46.8% of the gross asset value of the JAB Group's assets. While the
investments of the JAB Group are often invested in a number of different underlying companies providing for
diversification, there is still a concentration risk within the portfolio whereby a loss affecting a single investment
may have a significant negative impact on the overall performance of the Issuer, the Guarantor and the JAB Group.
The results reported by the above-mentioned principal investment holdings will continue to significantly influence
the Issuer's results and any failure to achieve the objectives, or a review of these objectives by those holdings as a
consequence, inter alia, of the deterioration of the financial and economic condition and of global market conditions,
may have a prejudicial effect on the results of operations, balance sheet and financial results, the activity, strategies
and prospects of the Issuer, the Guarantor and the JAB Group.
Sector risks
The Issuer operates in consumer goods and services markets via its respective investments and intends to continue
to do so in the future. Although these markets are generally stable and usually have moderate volatility or sensitivity,
prospective investors should inform themselves about the different consumer goods and services markets in which
the Issuer, the Guarantor and the JAB Group operate via their respective investments. In addition, the Issuer is not
restricted in its exercise of discretion concerning its investment decisions and it cannot be excluded that one or more
investments in which the Issuer, the Guarantor or the JAB Group participates will operate in other markets. Therefore,
it is possible that the Issuer will invest in other markets in the future. These markets could be more volatile or
sensitive, which could adversely affect the earnings, business prospects and financial position of the Issuer's, the
Guarantor's and the JAB Group's investments and ultimately of the Issuer, the Guarantor and the JAB Group.
Risks on level of investments
Cyclical business at the level of the investments
The complex global economic situation affects the earnings of the investment holdings of the Issuer. In general, the
sectors in which the investment holdings operate have historically been subject to highly cyclical demand and tend
to reflect the overall performance of the economy, in certain cases even amplifying the effects of economic trends.
Given the difficulty of predicting the magnitude and duration of economic cycles, there can be no assurances as to
future trends in the demand for, or supply of, products and services sold by them in any of the markets in which they
operate. Accordingly, particular circumstances could have a material adverse effect on the earnings, business
prospects and financial position of the Issuer's investment holdings.
Consumer preferences
The JAB Group's continued success depends, in part, upon the ability of its investments to effectively anticipate,
identify and respond to changing consumer tastes and to translate market trends into appropriate, saleable products.
Consumers' preferences can change due to a variety of factors, including the age and ethnic demographics of the
population, social trends, changes in consumer lifestyles, negative publicity, competitive product and pricing
pressures, economic downturn or other factors. If JAB Group is not successful in timely responding to changing
markets and consumer preferences, or some of its competitors are better able to respond to, or anticipate, these
changes, the business and financial performance of JAB Group and its investments' financial results will be
negatively affected.
Local market conditions
The Issuer's and the Guarantor's earnings and financial positions and those of their respective investment holdings
are particularly influenced by the general state of the economy in the countries in which they operate and by the
variables which affect performance, including increases or decreases in gross national product, access to credit, the
level of consumer and business confidence, the cost of raw materials and the rate of unemployment.
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Strong competition and rapidly changing market sectors
The Issuer operates via its investment holdings in businesses which are intensely competitive. The Issuer and its
holding companies compete on the basis of a number of factors, including brand recognition and perception, taste,
quality, price, availability, product selection, performance and convenience. Brand recognition and perception may
be impacted by the effectiveness of the advertising campaigns and marketing programs of its investments, as well as
their use of social media and online ratings and reviews of their products. In addition, the Issuer's investments' success
in maintaining, extending and expanding brand image will depend on their ability to adapt to a rapidly changing
media environment, including an increasing reliance on social media and online dissemination of advertising
campaigns and marketing programs. Certain of their competitors have significant financial resources, experience and
marketing strength, and may have the ability to offer a wide range of products and services and to introduce
innovative products or services, which may enhance their competitive position.
In particular, the coffee and tea, other beverage, fast-casual dining, pet care and beauty industries are intensely
competitive, including among other things, as a result of increased consolidation, competitive strategies undertaken
by competitors and the emergence of new distribution channels and competitors. Larger companies that the
investments of JAB Group compete with can use their resources and scale to rapidly respond to competitive pressures
and changes in consumer preferences by introducing new products, changing their route to market, reducing prices
or increasing promotional activities. On the other hand, smaller companies that the investments of JAB Group
compete with may be more innovative, better able to bring new products to market and better able to quickly exploit
and serve niche markets. Certain of the investments of JAB Group also compete for contract manufacturing with
other manufacturers.
Intellectual property rights
JAB Group's investments possess intellectual property that is important to their businesses. This intellectual property
includes ingredient formulas, trademarks, copyrights, patents, business processes (including production
technologies) and other trade secrets. JAB Group's investments and third parties, including competitors, could come
into conflict over intellectual property rights. Litigation could disrupt JAB Group's investments' businesses, divert
management attention and cost a substantial amount to protect their rights or defend against claims. If JAB Group's
investments are unable to protect their intellectual property rights, their brands, products and businesses could be
harmed which could impact JAB Group's business and financial results.
JAB Group's investments will continue to license various trademarks from third parties and license their trademarks
to third parties. In some countries, third parties own a particular trademark or other intellectual property that our
investments own in the other countries. Adverse events affecting those third parties or their products could negatively
impact JAB Group's investments' brands.
Laws and regulations
The products and services of JAB Group's investments are sold across the world and are accordingly subject to a
variety of regional and local laws and regulations. These laws and regulations apply to many aspects of the businesses
of JAB Group's investments, including the manufacture, safety, sourcing, labelling, storing, transportation,
marketing, advertising, distribution and sale of their products. Other laws and regulations that may impact JAB
Group's investments' businesses relate to the environment, relations with distributors and retailers, employment,
privacy, health and trade practices.
Violations of these laws or regulations could damage the reputation of JAB Group's investments or result in criminal,
civil or administrative actions with substantial financial penalties and operational limitations. In addition, any
significant change in such laws or regulations or their interpretation, or the introduction of higher standards or more
stringent laws or regulations, could result in increased compliance costs or capital expenditures or significant
challenges to JAB Group's investments' ability to continue to produce and sell products that generate a significant
portion of their sales and profits which in turn could significantly impact JAB Group's financial results.
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