Obbligazione Grenke GmbH 1.5% ( XS1143355094 ) in EUR

Grenke GmbH

100 EUR ▼

Irlanda

XS1143355094 ( in EUR )

1.5% per anno ( pagato 1 volta l'anno)

26/05/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Grenke AG XS1143355094 in EUR 1.5%, scaduta

1 000 EUR

125 000 000 EUR

Grenke AG è una società tedesca che fornisce soluzioni di finanziamento leasing per piccole e medie imprese, focalizzandosi su attrezzature IT, mobili per ufficio e macchinari.

The Obbligazione issued by Grenke GmbH ( Ireland ) , in EUR, with the ISIN code XS1143355094, pays a coupon of 1.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 26/05/2019

In case of Notes listed on the official list and admitted to trading on the Regulated Market (which is a regulated
market for the purposes of the Market and Financial Instruments Directive 2004/39/EC) of the Luxembourg
Stock Exchange, or publicly offered in the Grand Duchy of Luxembourg, the Final Terms will be displayed on
the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes offered to the public in
one or more member states of the European Economic Area other than the Grand Duchy of Luxembourg, the
Final Terms will be displayed on the website of GRENKELEASING AG (http://www.grenke.de/en/investor-
relations.html).

24 November 2014
24. November 2014
Final Terms
Endgültige Bedingungen
GRENKE FINANCE PLC
125,000,000 1.50% Notes due 27 May 2019
125.000.000 1,50% Schuldverschreibungen fällig 27. Mai 2019
Series No.: 7 / Tranche No.: 1
Serien Nr.: 7 / Tranche Nr.: 1
Issue Date: 26 November 2014
Tag der Begebung: 26. November 2014
issued pursuant to the 1,250,000,000 Debt Issuance Programme dated 13 February 2014
begeben aufgrund des 1.250.000.000 Debt Issuance Programme vom 13. Februar 2014
Important Notice
These Final Terms have been prepared for the purpose of Article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as amended, and must be read in conjunction with
the Debt Issuance Programme Prospectus pertaining to the Programme dated 13 February 2014 (the
"Prospectus") and the supplement dated 14 May 2014. The Prospectus and any supplement thereto are
available for viewing in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
on the website of GRENKELEASING AG (http://www.grenke.de/en/investor-relations.html) and copies may be
obtained at GRENKELEASING AG, Neuer Markt 2, 76532 Baden-Baden, Federal Republic of Germany, and
GRENKE FINANCE PLC, Q House, Suite 306, Furze Road, Sandyford Industrial Estate, Dublin 18, Ireland.
Full information is only available on the basis of the combination of the Prospectus, any supplement and these
Final Terms. A summary of the individual issue of the Notes is annexed to these Final Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG des
Europäischen Parlaments und des Rates vom 4. November 2003, in der geänderten Fassung, abgefasst und
sind in Verbindung mit dem Debt Issuance Programme Prospekt vom 13. Februar 2014 über das Programm
(der "Prospekt") und dem Nachtrag dazu vom 14. Mai 2014 zu lesen. Der Prospekt sowie etwaige Nachträge
können in elektronischer Form auf der Internetseite der Luxemburger Börse (www.bourse.lu) und der
Internetseite der GRENKELEASING AG (http://www.grenke.de/en/investor-relations.html) eingesehen werden.
Kopien sind erhältlich bei GRENKELEASING AG, Neuer Markt 2, 76532 Baden-Baden, Bundesrepublik
Deutschland, und bei GRENKE FINANCE PLC, Q House, Suite 306, Furze Road, Sandyford Industrial Estate,
Dublin 18, Irland. Um sämtliche Angaben zu erhalten, sind die Endgültigen Bedingungen, der Prospekt und
etwaige Nachträge im Zusammenhang zu lesen. Eine Zusammenfassung der einzelnen Emission der
Schuldverschreibungen ist diesen Endgültigen Bedingungen angefügt.

Part I.: TERMS AND CONDITIONS
Teil I.: ANLEIHEBEDINGUNGEN
The Terms and Conditions applicable to the Notes (the "Conditions") and the English language translation
thereof, are as set out below.

2
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.

TERMS AND CONDITIONS OF NOTES
(ENGLISH LANGUAGE VERSION)

§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS
(1) Currency; Denomination. This Series of Notes (the "Notes") of GRENKE FINANCE PLC ("GRENKE
FINANCE PLC" or the "Issuer") is being issued in Euro (the "Specified Currency") in the aggregate principal
amount (subject to § 1(4)) of Euro 125,000,000 (in words: Euro one hundred twenty-five million) in a
denomination of Euro 1,000 (the "Specified Denomination").
(2) Form. The Notes are in bearer form.
(3) Temporary Global Note Exchange.
(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note") without
coupons. The Temporary Global Note will be exchangeable for Notes in the Specified Denomination
represented by a permanent global note (the "Permanent Global Note") without coupons. The
Temporary Global Note and the Permanent Global Note shall each be signed by two authorised
signatories of the Issuer and shall each be authenticated by or on behalf of the Fiscal Agent. Definitive
Notes and interest coupons will not be issued.
(b) The Temporary Global Note shall be exchangeable for the Permanent Global Note from a date (the
"Exchange Date") 40 days after the date of issue of the Temporary Global Note. Such exchange shall
only be made upon delivery of certifications to the effect that the beneficial owner or owners of the
Notes represented by the Temporary Global Note is not a U. S. person (other than certain financial
institutions or certain persons holding Notes through such financial institutions) as required by U.S. tax
law. Payment of interest on Notes represented by a Temporary Global Note will be made only after
delivery of such certifications. A separate certification shall be required in respect of each such payment
of interest. Any such certification received on or after the 40th day after the date of issue of the
Temporary Global Note will be treated as a request to exchange such Temporary Global Note pursuant
to this subparagraph (b) of this § 1(3). Any securities delivered in exchange for the Temporary Global
Note shall be delivered only outside of the United States. For purposes of these Terms and Conditons,
"United States" means the United States of America (including the States thereof and the District of
Columbia) and its possessions (including Puerto Rico, the U. S. Virgin Islands, Guam, American
Samoa, Wake Island and Northern Mariana Islands).
(4) Clearing System. The global note representing the Notes will be kept in custody by or on behalf of the
Clearing System until all obligations of the Issuer under the Notes have been satisfied. "Clearing System"
means each of the following: Clearstream Banking, société anonyme, 42 Avenue JF Kennedy, 1855
Luxembourg, Grand Duchy of Luxembourg ("CBL"), Euroclear Bank SA/NV, Boulevard du Roi Albert II, 1210
Brussels, Belgium ("Euroclear"), (CBL and Euroclear each an "ICSD" and together the "ICSDs") and any
successor in such capacity.
The Notes are issued in new global note ("NGN") form and are kept in custody by a common safekeeper on
behalf of both ICSDs.
The aggregate principal amount of Notes represented by the global note shall be the aggregate amount from
time to time entered in the records of both ICSDs. The records of the ICSDs (which expression means the
records that each ICSD holds for its customers which reflect the amount of such customer's interest in the
Notes) shall be conclusive evidence of the aggregate principal amount of Notes represented by the global
note and, for these purposes, a statement issued by an ICSD stating the amount of Notes so represented at
any time shall be conclusive evidence of the records of the relevant ICSD at that time.
On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of
the Notes represented by the global note the Issuer shall procure that details of any redemption, payment or
purchase and cancellation (as the case may be) in respect of the global note shall be entered pro rata in the
records of the ICSDs and, upon any such entry being made, the aggregate principal amount of the Notes
recorded in the records of the ICSDs and represented by the global note shall be reduced by the aggregate
principal amount of the Notes so redeemed or purchased and cancelled.

3
On an exchange of a portion only of the Notes represented by a Temporary Global Note, the Issuer shall
procure that details of such exchange shall be entered pro rata in the records of the ICSDs.
(5) Holder of Notes. "Holder" means any Holder of a proportionate co-ownership or other beneficial interest or
right in the Notes.
(6) Referenced Conditions. The Terms and Conditions fully refer to the provisions set out in Schedule 5 of the
Amended and Restated Fiscal Agency Agreement dated 13 February 2014 (the "Agency Agreement")
between Deutsche Bank Aktiengesellschaft acting as Fiscal Agent and Deutsche Bank Luxembourg S.A.
acting as Paying Agent (on display on www.bourse.lu) containing primarily the procedural provisions
regarding resolutions of Holders shall be fully incorporated into the Terms and Conditions.
§ 2
STATUS, NEGATIVE PLEDGE, GUARANTEE AND NEGATIVE PLEDGE OF THE GUARANTOR
(1) Status. The obligations under the Notes constitute 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 except for any obligations preferred by present or future law.
(2) Negative Pledge. So long as any of the Notes remains outstanding, but only up to the time all amounts of
principal and interest have been placed at the disposal of the Fiscal Agent, the Issuer undertakes not to grant
or permit to subsist any encumbrance over any or all of its present or future Assets, as security for any
present or future Capital Market Indebtedness issued or guaranteed by the Issuer or by any other person,
without at the same time having the Holders share equally and rateably in such. Within the meaning of this
subparagraph (2), the word "encumbrance" shall not comprise any asset-backed or factoring transaction.
"Capital Market Indebtedness" within the meaning of this § 2 means any obligation for the payment of
borrowed money which is in the form of, or represented or evidenced by, a certificate of indebtedness or in
the form of, or represented by, bonds, notes or other securities which are or are capable of being quoted,
listed, dealt in or traded on a stock exchange or other recognised securities market.
"Assets" within the meaning of this § 2(1) shall not include any receivables currently or in the future assigned
by the Issuer for the purposes of re-financing or other assets used as security for such assigned receivables
or as security of claims arising from the transaction on which such assignment is based.
(3) Guarantee and Negative Pledge of the Guarantor. GRENKELEASING AG, or the "Guarantor", has given
its unconditional and irrevocable guarantee (the "Guarantee") for the due and punctual payment of principal
of and interest on and any other amounts payable in respect of the Notes.
The Guarantor has further undertaken in a negative pledge (the "Negative Pledge"), so long as any of the
Notes remains outstanding, but only up to the time all amounts of principal and interest have been placed at
the disposal of the Fiscal Agent, that it will (i) neither grant nor permit to subsist any encumbrance over any or
all or its present or future Assets, as security for any present or future Capital Market Indebtedness (as
defined above) issued or guaranteed by the Guarantor or by any of its Principal Subsidiaries or by any other
person, and (ii) to the extent to which it is in a position to do so in the relevant moment in a legally permissible
manner, procure that none of its Principal Subsidiaries will grant or permit to subsist any encumbrance over
any or all of its future Assets, as security for any present or future Capital Market Indebtedness issued or
guaranteed by the Issuer or by any of its Principal Subsidiaries or by any other person, without at the same
time having the Holders share equally and rateably in such security other than any encumbrance existing over
Assets of a newly acquired company which becomes a Principal Subsidiary. Within the meaning of this
subparagraph (3), the word "encumbrance" shall not comprise any asset-backed or factoring transaction.
"Assets" within the meaning of this § 2(3) shall not include any receivables currently or in the future assigned
by the Guarantor or any of its Principal Subsidiaries for the purposes of re-financing or other assets used as
security for such assigned receivables or as security of claims arising from the transaction on which such
assignment is based.
"Principal Subsidiary" means any consolidated subsidiary of GRENKELEASING AG (i) whose net sales as
shown by the audited non-consolidated accounts (or, where the consolidated subsidiary in question itself
prepares consolidated accounts, whose consolidated net sales as shown by the audited consolidated
accounts) of such consolidated subsidiary used for the purposes of the latest audited consolidated accounts
of GRENKELEASING AG to have been made up, are at least 5% of the total net sales of GRENKELEASING
AG and its consolidated subsidiaries as shown by such audited consolidated accounts or (ii) whose total
assets as shown by the audited non-consolidated accounts (or, where the consolidated subsidiary in question
itself prepares consolidated accounts, whose consolidated total assets as shown by the audited consolidated
accounts) of such consolidated subsidiary used for the purposes of the latest audited consolidated accounts
to have been made up, are at least 5% of the total assets of the GRENKELEASING AG and its consolidated

4
subsidiaries as shown by audited consolidated accounts. A report by the GRENKELEASING AG's auditors
that in their opinion a consolidated subsidiary is or is not or was or was not at a specified date a Principal
Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties.
The Guarantee and Negative Pledge constitute a contract for the benefit of Holders from time to time
as third party beneficiaries in accordance with § 328(1) BGB (German Civil Code)1, giving rise to the
right of each Holder to require performance of the Guarantee and the Negative Pledge directly from
the Guarantor and to enforce the Guarantor and the Negative Pledge directly against the Guarantor.
Copies of the Guarantee and Negative Pledge may be obtained free of charge at the specified offices of each
of the Paying Agents.
§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their aggregate principal
amount at the rate of 1.50% per annum from (and including) 26 November 2014 to (but excluding) the
Maturity Date (as defined in § 5 (1)). Interest shall be payable in arrears on 27 May in each year (each such
date, an "Interest Payment Date"). The first payment of interest shall be made on 27 May 2015 and will
amount to Euro 7.48 per Specified Denomination.
(2) Accrual of Interest. The Notes shall cease to bear interest from the expiry of the day preceding the day on
which they are due for redemption. If the Issuer shall fail to redeem the Notes when due, interest shall
continue to accrue on the outstanding aggregate principal amount of the Notes beyond the due date until the
expiry of the day preceding the day of the actual redemption of the Notes at the default rate of interest
established by law2.
(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less than a
ful year, such interest shall be calculated on the basis of the Day Count Fraction (as defined below).
(4) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount of interest
on any Note for any period of time (the Calculation Period): the number of days in the Calculation Period
divided by the number of days in the Reference Period in which the Calculation Period fal s.
"Reference Period" means the period from (and including) the Interest Commencement Date to, but
excluding, the first Interest Payment Date or from (and including) each Interest Payment Date to, but
excluding the next Interest Payment Date. For the purposes of determining the relevant Reference Period
only, 27 May 2014 shall be deemed to be an Interest Payment Date.
§ 4
PAYMENTS
(1)(a) Payment of Principal. Payment of principal in respect of Notes shall be made, subject to sub-paragraph
(2) below, to the Clearing System or to its order for credit to the accounts of the relevant account
holders of the Clearing System.
(b)
Payment of Interest. Payment of interest on Notes shall be made, subject to subparagraph (2), to the
Clearing System or to its order for credit to the relevant account holders of the Clearing System.
Payment of interest on Notes represented by the Temporary Global Note shall be made, subject to
subparagraph (2), to the Clearing System or to its order for credit to the relevant account holders of the
Clearing System, upon due certification as provided in § 1 (3) (b).
(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of amounts due
in respect of the Notes shall be made in the Specified Currency.
(3) Discharge. The Issuer or, as the case may be, the Guarantor shall be discharged by payment to, or to the
order of, the Clearing System.
(4) Payment Business Day. If the date for payment of any amount in respect of any Note is not a Payment
Business Day then the Holder shall not be entitled to payment until the next such day in the relevant place
and shall not be entitled to further interest or other payment in respect of such delay.

1 In English language translation § 328(1) BGB (German Civil Code) reads as fol ows:

"A contract may stipulate performance for the benefit of a third party, to the effect that the third party acquires the right directly
to demand performance. "
2 The default rate of interest established by law is five percentage points above the basic rate of interest published by Deutsche
Bundesbank from time to time, §§ 288(1), 247 BGB (German Civil Code).

5
For these purposes, "Payment Business Day" means any day which is a day (other than a Saturday or a
Sunday) on which the Clearing System as well as all relevant parts of the Trans-European Automated Real-
time Gross Settlement Express Transfer System 2 ("TARGET") are open to effect payments.
(5) References to Principal and Interest. Reference in these Terms and Conditions to principal in respect of
the Notes shall be deemed to include, as applicable, the Final Redemption Amount of the Notes; and any
premium and any other amounts which may be payable under or in respect of the Notes. Reference in these
Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any Additional
Amounts which may be payable under § 7.
(6) Deposit of Principal and Interest. The Issuer may deposit with the local court (Amtsgericht) in Frankfurt am
Main principal or interest not claimed by Holders within twelve months after the Maturity Date, even though
such Holders may not be in default of acceptance of payment. If and to the extent that the deposit is effected
and the right of withdrawal is waived, the respective claims of such Holders against the Issuer shall cease.
§ 5
REDEMPTION
(1) Redemption at Maturity. Unless previously redeemed in whole or in part or purchased and cancelled, the
Notes shall be redeemed at their Final Redemption Amount on 27 May 2019 (the "Maturity Date"). The "Final
Redemption Amount" in respect of each Note shall be its principal amount.
(2) Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment to, the laws or
regulations of the Republic of Ireland or the Federal Republic of Germany or any political subdivision or taxing
authority thereto or therein affecting taxation or the obligation to pay duties of any kind, or any change in, or
amendment to, an official interpretation or application of such laws or regulations, which amendment or
change is effective on or after the date on which the last tranche of this series of Notes was issued, the Issuer
is required to pay Additional Amounts (as defined in § 7 herein) on the next succeeding Interest Payment
Date (as defined in § 3 (1)), and this obligation cannot be avoided by the use of reasonable measures
available to the Issuer, the Notes may be redeemed, in whole but not in part, at the option of the Issuer, upon
not more than 60 days' nor less than 30 days' prior notice of redemption given to the Fiscal Agent and, in
accordance with § 13 to the Holders, at their Final Redemption Amount (as defined below), together with
interest (if any) accrued to the date fixed for redemption.
However, no such notice of redemption may be given (i) earlier than 90 days prior to the earliest date on
which the Issuer would be obligated to pay such Additional Amounts when a payment in respect of the Notes
are then due, or (ii) if at the time such notice is given, such obligation to pay such Additional Amounts or make
such deduction or withholding does not remain in effect.
Any such notice shall be given in accordance with § 13. It shall be irrevocable, must specify the date fixed for
redemption and must set forth a statement in summary form of the facts constituting the basis for the right of
the Issuer so to redeem.
(3) Change of Control. If there occurs a Change of Control and within the Change of Control Period a Rating
Downgrade in respect of that Change of Control occurs (together called a "Put Event"), each Holder will have
the option (unless, prior to the giving of the Put Event Notice referred to below, the Issuer gives notice to
redeem the Notes in accordance with § 5(2)) to require the Issuer to redeem that Notes on the Optional
Redemption Date at their Final Redemption Amount together with interest accrued to but excluding the
Optional Redemption Date.
For the purposes of such option:
"Rating Agency" means each of the rating agencies of Standard and Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. ("S&P") or any successor or any other rating agency of equivalent
international standing specified from time to time by GRENKELEASING AG;
A "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control (a) if within the
Change of Control Period any rating previously assigned to the Notes by any Rating Agency is (i) withdrawn
or (ii) changed from an investment grade rating (BBB by S&P or its equivalent for the time being, or better) to
a non-investment grade rating (BB+ by S&P or its equivalent for the time being, or worse) or (iii) (if the rating
assigned to the Notes by any Rating Agency shall be below an investment grade rating) lowered one ful
rating notch (from BB+ to BB by S&P or such similar lower of equivalent rating) or (b) if at the time of the
Change of Control, there is no rating assigned to the Notes and no Rating Agency assigns during the Change
of Control Period an investment grade credit rating to the Notes (unless GRENKELEASING AG is unable to
obtain such a rating within such period having used all reasonable endeavours to do so and such failure is
unconnected with the occurrence of the Change of Control);

6
A "Change of Control" shall be deemed to have occurred at each time (whether or not approved by the
Management Board or Supervisory Board of GRENKELEASING AG) that any person or persons (other than
Wolfgang Grenke and/or his legal heir(s) (gesetzliche Erben)) ("Relevant Person(s)") acting in concert or any
person or persons acting on behalf of any such Relevant Person(s), at any time directly or indirectly acquire(s)
or come(s) to own (i) more than 50% of the issued ordinary share capital of GRENKELEASING AG or (ii) such
number of the shares in the capital of GRENKELEASING AG carrying more than 50% of the voting rights
normally exercisable at the general meeting of the shareholders of GRENKELEASING AG;
"Change of Control Period" means the period ending 120 days after the occurrence of the Change of
Control; and
The "Optional Redemption Date" is the seventh day after the last day of the Put Period.
Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a "Put
Event Notice") to the Holders in accordance with § 13 specifying the nature of the Put Event and the
circumstances giving rise to it and the procedure for exercising the option set out in this § 5(3).
In order to exercise such option, the Holder must send to the specified office of the Fiscal Agent an early
redemption notice in written form ("Put Notice") within the period (the "Put Period") of 45 days after a Put
Event Notice is given. In the event the Put Notice is received after 5:00 p.m. Frankfurt time on the 45th day
after the Put Event Notice is given, the option shall not have been validly exercised. The Put Notice must
specify (i) the total principal amount of the Notes in respect of which such option is exercised, and (ii) the
securities identification numbers of such Notes, if any. The Put Notice may be in the form available from the
specified offices of the Fiscal Agent and the Paying Agent in the German and English language and includes
further information. No option so exercised may be revoked or withdrawn. The Issuer shall only be required to
redeem Notes in respect of which such option is exercised against delivery of such Notes to the Issuer or to
its order.
§ 6
FISCAL AGENT AND PAYING AGENT
(1) Appointment; Specified Offices. The initial Fiscal Agent and Paying Agent and their respective initial
specified offices are:
Fiscal Agent and Paying Agent:
Deutsche Bank Aktiengesellschaft
Group Technology Operations (TSS)
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
Paying Agent:
Deutsche Bank Luxembourg S. A.
2, Boulevard Konrad Adenauer
1115 Luxembourg
Luxembourg
The Fiscal Agent and the Paying Agent reserve the right at any time to change their respective specified
offices to some other specified office in the same city.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate the
appointment of the Fiscal Agent or any Paying Agent and to appoint another Fiscal Agent or additional or
other Paying Agents. The Issuer shall at all times maintain a Fiscal Agent. Any variation, termination,
appointment or change shall only take effect (other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to
the Holders in accordance with § 13.
(3) Agents of the Issuer. The Fiscal Agent and the Paying Agent act solely as agents of the Issuer and do not
have any obligations towards or relationship of agency or trust to any Holder.
§ 7
TAXATION
Principal and interest shall be payable by the Issuer without deduction or withholding for or on account of any
present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or
collected by or in or on behalf of the Republic of Ireland or the Federal Republic of Germany or by or on
behalf of any political subdivision or authority therein having power to tax (hereinafter together called
"Withholding Taxes"), unless such deduction or withholding is required by law. In such event, the Issuer

7
shall pay such additional amounts of principal and interest as may be necessary in order that the net amounts
received by the Holder after such deduction or withholding shall equal the respective amounts of principal and
interest which would have been receivable had no such deduction or withholding been required. No such
additional amounts shall, however, be payable on account of any taxes, duties or governmental charges
which
(a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or
otherwise in any manner which does not constitute a deduction or withholding by the Issuer from
payments of principal or interest made by it; or
(b) are payable by reason of the Holder having, or having had, some personal or business connection with
the Republic of Ireland or the Federal Republic of Germany and not merely by reason of the fact that
payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from
sources in, or are secured in the Republic of Ireland or the Federal Republic of Germany; or
(c) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and
to which the Federal Republic of Germany, the Republic of Ireland or the European Union is a party, or
(iii) any provision of law implementing, or complying with, or introduced to conform with, such directive,
regulation, treaty or understanding; or
(d)
are payable by reason of a change in a law that becomes effective more than 30 days after the relevant
payment of principal or interest becomes due, or is duly provided for and notice thereof is published in
accordance with § 13, whichever occurs later.
§ 8
PRESENTATION PERIOD
The presentation period provided in § 801 subparagraph 1, sentence 1 BGB (German Civil Code) is reduced
to ten years for the Notes.
§ 9
EVENTS OF DEFAULT
(1) Events of Default. Each Holder shall be entitled to declare his Notes due and demand immediate
redemption thereof at the Final Redemption Amount together with accrued interest (if any) to the date of
repayment, in the event that any of the following events (each, an "Event of Default") occurs:
(a)
the Issuer fails to pay principal or interest within 30 days from the relevant due date, or
(b) the Issuer fails duly to perform any other obligation arising from the Notes or the Guarantor fails to
perform any obligation arising from the Guarantee referred to in § 2 which failure is not capable of
remedy or, if such failure is capable of remedy, such failure continues for more than 60 days after the
Fiscal Agent has received notice thereof from a Holder, or
(c) any Capital Market Indebtedness (as defined in § 2 (1)) of the Issuer or the Guarantor or any of its
Principal Subsidiaries becomes prematurely repayable as a result of a default in respect of the terms
thereof, or the Issuer or the Guarantor or any of its Principal Subsidiaries fails to fulfil any payment
obligation in excess of 10,000,000 or the equivalent thereof under any Capital Market Indebtedness or
under any guarantee or suretyship given for any Capital Market Indebtedness of others within 30 days
from its due date or, in the case of a guarantee or suretyship, within 30 days after the guarantee or
suretyship has been invoked, unless the Issuer, or the Guarantor or the relevant Principal Subsidiary
shall contest in good faith that such payment obligation exists or is due or that such guarantee or
suretyship has been validly invoked, or if a security granted therefor is enforced on behalf of or by the
creditor(s) entitled thereto, or
(d) the Issuer or the Guarantor or any of its Principal Subsidiaries announces its inability to meet its
financial obligations or ceases its payments, or
(e) the Issuer or the Guarantor or any of the Principal Subsidiaries of the Guarantor applies for, or a court
opens against any of them, bankruptcy, insolvency, liquidation, examinership or similar proceedings or
the Issuer or the Guarantor or any of the Principal Subsidiaries of the Guarantor offers or makes an
arrangement for the benefit of its creditors generally or a liquidator, examiner, conservator or similar
officer is appointed or a third party applies for bankruptcy, insolvency, liquidation, examinership or
similar proceedings against the Issuer or the Guarantor or any of the Principal Subsidiaries of the
Guarantor and such proceedings are not dismissed within 30 days, or
(f)
the Issuer or the Guarantor or any of its Principal Subsidiaries goes into liquidation unless this is done in
connection with a merger, or other form of combination with another company and such company

8
assumes all obligations contracted by the Issuer or the Guarantor or any of its Principal Subsidiaries, as
the case may be, in connection with this issue, or
(g) any governmental order, decree or enactment shall be made in or by the Republic of Ireland or the
Federal Republic of Germany whereby the Issuer or the Guarantor is prevented from performing in ful
its obligations as set forth in these Conditions and in the Guarantee, respectively, and this situation is
not cured within 90 days, or
(h)
the Guarantee ceases to be valid and legally binding for any reason whatsoever.
The right to declare Notes due shall terminate if the situation giving rise to it has been cured before the right is
exercised.
(2) Quorum. In the events specified in § 9 (1) (b) or subparagraph (1) (c), any notice declaring Notes due
shall, unless at the time such notice is received any of the events specified in § 9 (1) (a) or (1) (d) through (1)
(h) entitling Holders to declare their Notes due has occurred, become effective only when the Fiscal Agent
has received such notices from the Holders of at least one-tenth in aggregate principal amount of Notes then
outstanding.
(3) Form of Notice. Any notice, including any notice declaring Notes due, in accordance with subparagraph (1)
shall be made by means of a written declaration delivered by hand or registered mail to the specified office of
the Fiscal Agent.
§ 10
SUBSTITUTION
(1) Substitution. The Issuer may, without the consent of the Holders, if no payment of principal of or interest
on any of the Notes is in default, at any time substitute for the Issuer either the Guarantor or any Subsidiary
(as defined below) of the Guarantor as principal debtor in respect of all obligations arising from or in
connection with the Notes (the "Substitute Debtor") provided that:
(a)
the Substitute Debtor assumes all obligations of the Issuer in respect of the Notes;
(b)
the Issuer and the Substitute Debtor have obtained all necessary authorisations and may transfer to the
Fiscal Agent in the Specified Currency and without being obligated to deduct or withhold any taxes or
other duties of whatever nature levied by the country in which the Substitute Debtor or the Issuer has its
domicile or tax residence, all amounts required for the fulfilment of the payment obligations arising
under the Notes;
(c) the Substitute Debtor has agreed to indemnify and hold harmless each Holder against any tax, duty,
assessment or governmental charge imposed on such Holder in respect of such substitution;
(d)
the Guarantor if it is not itself the Substitute Debtor irrevocably and unconditionally guarantees in favour
of each Holder the payment of all sums payable by the Substitute Debtor in respect of the Notes on
terms equivalent to the terms of the Guarantee;
(e) there shall have been delivered to the Fiscal Agent an opinion or opinions of lawyers of recognised
standing to the effect that subparagraphs (a), (b), (c) and (d) above have been satisfied.
For the purposes of this § 10 "Subsidiary" shall mean any corporation in which GRENKELEASING AG
directly or indirectly in the aggregate holds not less than 90% of the capital of any class or of the voting rights.
(2) Notice. Notice of any such substitution shall be published in accordance with § 13.
(3) Change of References. In the event of any such substitution, any reference in these Conditions to the
Issuer shall from then on be deemed to refer to the Substitute Debtor and any reference to the country in
which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the
country of domicile or residence for taxation purposes of the Substitute Debtor. Furthermore, in the event of
such substitution the following shall apply:
In § 7 and § 5 (2) an alternative reference to the Republic of Ireland shall be deemed to have been included in
addition to the reference according to the preceding sentence to the country of domicile or residence for
taxation purposes of the Substitute Debtor.
§ 11
AMENDMENT OF THE TERMS AND CONDITIONS, HOLDERS' REPRESENTATIVE
(1) Amendment of the Terms and Conditions. In accordance with the Act on Debt Securities of 2009
(Schuldverschreibungsgesetz aus Gesamtemissionen "SchVG") the Holders may agree with the Issuer on
amendments of the Terms and Conditions with regard to matters permitted by the SchVG by resolution with

9
the majority specified in subparagraph (2). Majority resolutions shall be binding on all Holders. Resolutions,
which do not provide for identical conditions for all Holders are void, unless Holders who are disadvantaged
have expressly consented to their being treated disadvantageously.
(2) Majority. Resolutions shall be passed by a majority of not less than 75% of the votes cast. Resolutions
relating to amendments of the Terms and Conditions which are not material and which do not relate to the
matters listed in § 5 paragraph,3 Nos 1 to 8 of the SchVG require a simple majority of the votes cast.
(3) Vote without a meeting. All votes will be taken exclusively by vote taken without a meeting. A meeting of
Holders and the assumption of the fees by the Issuer for such a meeting will only take place in the
circumstances of § 18 paragraph, 4 sentence 2 of the SchVG.
(4) Chair of the vote. The vote will be chaired by a notary appointed by the Issuer or, if the Holders'
Representative (as defined below) has convened the vote, by the Holders' Representative.
(5) Voting rights. Each Holder participating in any vote shall cast votes in accordance with the principal
amount or the notional share of its entitlement to the outstanding Notes.
(6) Holders' Representative.
The Holders may by majority resolution appoint a common representative (the "Holders' Representative") to
exercise the Holders' rights on behalf of each Holder.
The Holders' Representative shall have the duties and powers provided by law or granted by majority
resolution of the Holders. The Holders' Representative shall comply with the instructions of the Holders. To
the extent that the Holders' Representative has been authorised to assert certain rights of the Holders, the
Holders shall not be entitled to assert such rights themselves, unless explicitly provided for in the relevant
majority resolution. The Holders' Representative shall provide reports to the Holders on its activities. The
regulations of the SchVG apply with regard to the recall and the other rights and obligations of the Holders'
Representative.
(7) Amendment of the Guarantee. The provisions set out above applicable to the Notes shall apply mutatis
mutandis to the Guarantee of GRENKELEASING AG.
§ 12
FURTHER ISSUES, PURCHASES AND CANCELLATION
(1) Further Issues. The Issuer may from time to time, without the consent of the Holders, issue further Notes
having the same conditions as the Notes in all respects (or in all respects except for the issue date, interest
commencement date and/or issue price) so as to form a single Series with the Notes.
(2) Purchases. The Issuer may at any time purchase Notes in the open market or otherwise and at any price.
Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or surrendered to the Fiscal
Agent for cancellation. If purchases are made by tender, tenders for such Notes must be made available to all
Holders of such Notes alike.
(3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be reissued or resold.
§ 13
NOTICES
(1) Publication. All notices concerning the Notes will be made by means of electronic publication on the
internet website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice so given will be deemed to
have been validly given on the third day following the date of such publication.
(2) Notification to Clearing System. So long as any Notes are admitted to trading on the regulated market of
the Luxembourg Stock Exchange, subparagraph (1) shall apply. In the case of notices regarding the Rate of
Interest or, if the Rules of the Luxembourg Stock Exchange otherwise so permit, the Issuer may deliver the
relevant notice to the Clearing System for communication by the Clearing System to the Holders, in lieu of
publication as set forth in subparagraph (1) above; any such notice shall be deemed to have been validly
given on the seventh day after the day on which the said notice was given to the Clearing System.
(3) Form of Notice. Notices to be given by any Holder shall be made by means of a written declaration to be
send together with an evidence of the Holder's entitlement in accordance with § 14(4) to the Fiscal Agent.
Such notice may be given through the Clearing System in such manner as the Fiscal Agent and the Clearing
System may approve for such purpose.

10
§ 14
APPLICABLE LAW, PLACE OF JURISDICTION, PROCESS AGENT AND ENFORCEMENT
(1) Applicable Law. The Notes, as to form and content, and all rights and obligations of the Holders and the
Issuer, shall be governed by German law.
(2) Submission to Jurisdiction. The District Court (Landgericht) in Frankfurt am Main shall have nonexclusive
jurisdiction for any action or other legal proceedings ("Proceedings") arising out of or in connection with the
Notes.
(3) Appointment of Authorised Agent. For any Proceedings before German courts, the Issuer has appointed
GRENKELEASING AG, Neuer Markt 2, 76532 Baden-Baden, Federal Republic of Germany, as its authorised
agent for service of process in the Federal Republic of Germany.
(4) Enforcement. Any Holder of Notes may in any Proceedings against the Issuer, or to which such Holder
and the Issuer are parties, protect and enforce in his own name his rights arising under such Notes on the
basis of (i) a statement issued by the Custodian (as defined below) with whom such Holder maintains a
securities account in respect of the Notes (a) stating the ful name and address of the Holder, (b) specifying
the aggregate principal amount of Notes credited to such securities account on the date of such statement
and (c) confirming that the Custodian has given written notice to the Clearing System containing the
information pursuant to (a) and (b) and (ii) a copy of the Note in global form certified as being a true copy by a
duly authorised officer of the Clearing System or a depository of the Clearing System, without the need for
production in such proceedings of the actual records or the global note representing the Notes. For purposes
of the foregoing, "Custodian" means any bank or other financial institution of recognised standing authorised
to engage in securities custody business with which the Holder maintains a securities account in respect of
the Notes and includes the Clearing System. Each Holder may, without prejudice to the foregoing, protect and
enforce his rights under these Notes also in any other way which is admitted in the country of the
Proceedings.
§ 15
LANGUAGE
These Terms and Conditions are written in the German language and provided with an English language
translation. The German text shall be controlling and binding. The English language translation is provided for
convenience only.

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