Obbligazione Grencke 0.884% ( XS1198969328 ) in EUR

Emittente Grencke
Prezzo di mercato 100 EUR  ▲ 
Paese  Germania
Codice isin  XS1198969328 ( in EUR )
Tasso d'interesse 0.884% per anno ( pagato 1 volta l'anno)
Scadenza 06/03/2018 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Grenke XS1198969328 in EUR 0.884%, scaduta


Importo minimo 1 000 EUR
Importo totale 24 000 000 EUR
Descrizione dettagliata Grenke Leasing AG è una società tedesca che offre soluzioni di leasing operativo per attrezzature IT e altri beni.

Il bond Grenke XS1198969328, emesso in Germania in EUR per un totale di 24.000.000, con cedola annua dello 0,884%, scadenza 06/03/2018 e taglio minimo di 1.000, è stato rimborsato alla scadenza al 100%.








Debt Issuance Programme Prospectus
dated 12 March 2024

This document constitutes two base prospectuses for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"): (i) the base prospectus
of GRENKE AG in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-
Equity Securities") and (i ) the base prospectus of GRENKE FINANCE PLC in respect of Non-Equity Securities (together,
"Debt Issuance Programme Prospectus" or the "Prospectus").



GRENKE AG
(Baden-Baden, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
GRENKE FINANCE PLC, as Guarantor
and
GRENKE FINANCE PLC
(Dublin, Ireland)
as Issuer
5,000,000,000
Debt Issuance Programme
(the "Programme")

This Prospectus has been approved by the Luxembourg Commission de Surveil ance du Secteur Financier of the Grand
Duchy of Luxembourg (the "CSSF") as competent authority under the Prospectus Regulation. The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of either 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 notes (the "Notes") to be issued under the Programme on the official list of and to trade
Notes on the regulated market Bourse de Luxembourg (which is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU) (the "Regulated Market") or on the professional segment of the Regulated Market of the
Luxembourg Stock Exchange. Notes issued under the Programme may also not be listed at al . The payments of al amounts
due in respect of Notes issued by GRENKE FINANCE PLC wil be unconditional y and irrevocably guaranteed by GRENKE
AG.
Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juil et 2019 relative aux prospectus pour
valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law") to provide the competent
authorities in the Federal Republic of Germany, the Republic of Austria, the Republic of Ireland and The Netherlands with a
certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation (each
a "Notification"). Each Issuer may request the CSSF to provide competent authorities in additional host Member States within
the European Economic Area with a Notification. By approving this Prospectus, the CSSF gives no undertaking as to the
economic and financial soundness of the operation or the quality or solvency of either Issuer pursuant to Article 6(4)
Luxembourg Law.

Arranger
Deutsche Bank
Dealers
Deutsche Bank
HSBC
Goldman Sachs Bank Europe SE
This Prospectus wil be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and
on the website of GRENKE AG (https://www.grenke.com/en/investor-relations/). This Prospectus succeeds the Debt Issuance
Programme Prospectus dated 23 March 2023 and is valid for a period of 12 months after its approval. The validity ends
upon expiration of 12 March 2025. There is no obligation to supplement this Prospectus in the event of significant
new factors, material mistakes or material inaccuracies when this Prospectus is no longer valid.




RESPONSIBILITY STATEMENT
GRENKE AG, with its registered office in Baden-Baden, Federal Republic of Germany ("GRENKE AG", an
"Issuer" or the "Guarantor", and together with its consolidated subsidiaries and structured entities the "GRENKE
Group") and GRENKE FINANCE PLC, with its registered office in Dublin, Ireland ("GRENKE FINANCE PLC",
an "Issuer" and, together with GRENKE AG, the "Issuers") are solely responsible for the information given in
this Prospectus and for the information which wil be contained in the Final Terms (as defined below).
Each Issuer accepts responsibility for the content of this Prospectus also with respect to the subsequent resale
or final placement of the Notes by any financial intermediary which was given consent to use this Prospectus.
Each Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus for
which it is responsible is in accordance with the facts and that this Prospectus makes no omission likely to affect
its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement to this Prospectus and with
any other document incorporated herein by reference. Full information on the Issuers and any tranche of Notes
is only available on the basis of the combination of this Prospectus and the relevant final terms (the "Final
Terms").
The Issuers accept responsibility for the information contained in this Prospectus and have confirmed to the
dealers set forth on the cover page (each a "Dealer" and together with any additional Dealer appointed under
the Programme from time to time by the Issuers, the appointment of which may be for a specific issue or on an
ongoing basis, the "Dealers") that this Prospectus contains all information with regard to the Issuers and the
Notes which is material in the context of the Programme and the issue and offering of Notes thereunder, that the
information contained in this Prospectus with respect to the Issuers and the Notes is accurate and complete in
all material respects and is not misleading; that any opinions and intentions expressed herein with respect to the
Issuers and the Notes are honestly held; that there are no other facts, the omission of which would make this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect; and that the Issuers have made all reasonable enquiries to ascertain all facts material
for the purposes aforesaid.
The Final Terms relating to any specific tranche of Notes may provide that it wil be the relevant Issuer's intention
to apply an amount equivalent to the proceeds from an offer of those Notes specifical y for projects and activities
that promote climate-friendly and other environmental purposes or social purposes (the "ESG Projects"). The
Issuers have established a framework for such issuances (the "Green Bond Framework") which further specifies
the eligibility criteria for such ESG Projects. None of the Dealers, the Arranger, any of its affiliates or any other
person mentioned in this Prospectus makes any representation as to the suitability of such Notes to fulfil any
environmental, social and/or sustainability criteria required by any prospective investors. The Dealers and the
Arranger have not undertaken, nor are responsible for, any assessment of the Green Bond Framework or the
ESG Projects, any verification of whether the ESG Projects meet the criteria set out in the Green Bond
Framework or the monitoring of the use of proceeds of any such Notes.
Each of the Issuers and the Guarantor have undertaken with the Dealers to publish a supplement to this
Prospectus or to publish a new Prospectus subject to applicable laws if and when the information herein should
become materially inaccurate or incomplete or in the event of any significant new factor, material mistake or
material inaccuracy relating to the information included in this Prospectus which is capable of affecting the
assessment of the Notes and, where approval by the CSSF of any such document is required, upon such
approval having been given.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorised by or on behalf of either Issuer or any of the
Dealers.
This Prospectus is valid for twelve months after its approval and it and any supplement to this Prospectus as well
as any Final Terms reflect the status as of their respective dates of issue. The offering, sale or delivery of any
Notes may not be taken 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
condition of the Issuers since such date or that any other information supplied in connection with the Programme
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.
2




To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any other
person mentioned in this Prospectus, excluding the Issuers and the Guarantor, is responsible for the information
contained in this Prospectus or any supplement to this Prospectus, or any Final Terms or any other document
incorporated herein by reference.
Any investment in Notes issued by GRENKE FINANCE PLC does not have the status of a bank deposit
and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
on offers, sales and deliveries of Notes and on the distribution of this Prospectus or any Final Terms and other
offering material relating to the Notes applicable in the United States of America, the European Economic Area
in general, the United Kingdom, Ireland, France and Japan see "Selling Restrictions" below. In particular, the
Notes have not been and wil not be registered under the United States Securities Act of 1933, as amended, and
are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States of America or to U. S. persons.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes may include
a legend entitled "MiFID II Product Governance" which wil outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "Distributor") should take into consideration the target market
assessment; however, a Distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which wil outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any Distributor should take
into consideration the target market assessment; however, a Distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance
Rules.
PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes include a legend
entitled "PROHIBITION OF SALES TO EEA RETAIL INVESTORS", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (i ) a customer within the
meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in the Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs / IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes include a
legend entitled "PROHIBITION OF SALES TO UK RETAIL INVESTORS", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Delegated Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (i ) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (i i) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
3



EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The language of this Prospectus is English. The German versions of the English language Terms and Conditions
and Guarantee are shown in this Prospectus for additional information. As to form and content, and all rights and
obligations of the holders of the Notes ("Holders") and the relevant Issuer under the Notes to be issued, German
is the controlling legally binding language if so specified in the Final Terms. In respect of the Guarantee, the
German language version is always controlling and legally binding as to form and content, and all rights and
obligations of the Holders and the Guarantor thereunder. The Issuer confirms that in such case the non-binding
English text of the Terms and Conditions correctly and adequately reflects the binding German language version
of the Terms and Conditions.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the
Prospectus" below.
Neither this 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 authorised or to any person to whom
it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitutes an offer or invitation by or on behalf of the
Issuers or the Dealers to any person to subscribe for or to purchase any Notes.
Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference in this Prospectus or any applicable supplement to the Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, the impact the Notes will have
on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
In connection with the issue of any tranche of Notes under the Programme, the Dealer or Dealers (if any)
named as the stabilisation manager(s) (or persons acting on behalf of any stabilisation manager(s)) in
the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the 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 at any time after the adequate public disclosure of
the terms of the offer of the relevant tranche of Notes and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the issue date and 60 days after the date of the allotment of
the relevant tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant stabilisation manager(s) (or persons acting on behalf of any stabilisation manager(s)) in
accordance with all applicable laws and rules.
The information on any website included in the Prospectus, except for the websites listed in "Documents
incorporated by Reference" below, do not form part of the Prospectus and has not been scrutinised or approved
by the CSSF.
Benchmarks Regulation / Statement in relation to Administrator's Registration ­ Interest amounts payable
under Floating Rate Notes are calculated by reference to EURIBOR (Euro Interbank Offered Rate) which is
provided by the European Money Markets Institute ("EMMI"). As at the date of this Prospectus, EMMI appears
on the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority (ESMA) pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011)
("BMR").
4




FORWARD-LOOKING STATEMENTS
This 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 analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding GRENKE Group's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including GRENKE Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. GRENKE Group's business is also subject to a number of risks
and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to
become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus:
"Risk Factors", "GRENKE AG as Issuer and Guarantor" and "GRENKE FINANCE PLC as Issuer". These sections
include more detailed descriptions of factors that might have an impact on GRENKE Group's business and the
markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
5



TABLE OF CONTENTS
General Description of the Programme ............................................................................................................. 8
Risk Factors ......................................................................................................................................................... 9
Risk Factors regarding GRENKE AG as Issuer and Guarantor .................................................................... 9
Risk Factors regarding GRENKE FINANCE PLC ....................................................................................... 16
Risk Factors regarding the Notes ................................................................................................................ 17
Consent to the Use of the Prospectus ............................................................................................................ 25
GRENKE AG as Issuer and Guarantor ............................................................................................................ 26
Selected Financial Information .................................................................................................................... 26
General, History and Development of GRENKE AG ................................................................................... 27
Investments ................................................................................................................................................. 27
Known Trends ............................................................................................................................................. 27
Business Overview and Principal Markets .................................................................................................. 27
Organisational Structure .............................................................................................................................. 28
Acquisitions ................................................................................................................................................. 30
Financing of the Issuer's activities ............................................................................................................... 31
Material adverse change in the prospects of the Issuer .............................................................................. 31
Administrative, Management and Supervisory Bodies ................................................................................ 31
Conflict of Interests ...................................................................................................................................... 32
Controlling Persons ..................................................................................................................................... 32
Historical Financial Information ................................................................................................................... 32
Auditors ....................................................................................................................................................... 32
Significant Change in GRENKE AG's Financial Position............................................................................. 33
Share Capital ............................................................................................................................................... 33
Articles of Association ................................................................................................................................. 33
Rating .......................................................................................................................................................... 34
GRENKE FINANCE PLC as Issuer ................................................................................................................... 35
Selected Financial Information .................................................................................................................... 35
General, History and Development of GRENKE FINANCE PLC ................................................................ 36
Investments ................................................................................................................................................. 36
Business Overview ...................................................................................................................................... 36
Organisational Structure .............................................................................................................................. 36
Material adverse change in the prospects of the Issuer .............................................................................. 37
Administrative, Management and Supervisory Bodies ................................................................................ 37
Conflict of Interests ...................................................................................................................................... 37
Controlling Persons ..................................................................................................................................... 37
Historical Financial Information ................................................................................................................... 37
Auditors ....................................................................................................................................................... 37
Legal and Arbitration Proceedings .............................................................................................................. 37
Significant Change of GRENKE FINANCE PLC's Financial Position .......................................................... 38
Share Capital ............................................................................................................................................... 38
Memorandum of Association ....................................................................................................................... 38
Rating .......................................................................................................................................................... 38
Issue Procedures ............................................................................................................................................... 39
Terms and Conditions of the Notes ................................................................................................................. 41
Option I ­ Terms and Conditions that apply to Notes with Fixed Interest Rates ......................................... 41
Option II ­ Terms and Conditions that apply to Notes with Floating Interest Rates .................................... 63
Terms and Conditions of the Notes ­ German Language Version ............................................................... 84
Option I ­ Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..................................... 84
Option II ­ Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............................. 108
6




Form of Guarantee and Negative Pledge ...................................................................................................... 131
German Language Version ­ Garantie und Negativverpflichtung ............................................................. 131
English Language Version ­ Guarantee and Negative Pledge ................................................................. 135
Form of Final Terms ........................................................................................................................................ 139
Description of Rules Regarding Resolution of Holders .............................................................................. 158
Taxation Warning ............................................................................................................................................ 160
General Information ........................................................................................................................................ 161
Selling Restrictions .................................................................................................................................... 161
Use of Proceeds ........................................................................................................................................ 165
Listing and Trading Information ................................................................................................................. 166
Interests of Natural and Legal Persons involved in the Issue/Offer ........................................................... 166
Authorisation .............................................................................................................................................. 167
Documents Available ...................................................................................................................................... 168
Documents Incorporated by Reference ........................................................................................................ 169
Cross Reference List of Documents Incorporated by Reference .............................................................. 169
Availability of Documents .......................................................................................................................... 171
Names and Addresses .................................................................................................................................... 171

7



GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, GRENKE AG and GRENKE FINANCE PLC may from time to time issue Notes to one or
more of the Dealers. The maximum aggregate principal amount of all Notes at any time outstanding under the
Programme wil not exceed 5,000,000,000 (or its equivalent in any other currency). The Issuers may increase
the amount of the Programme in accordance with the terms of the Dealer Agreement (as defined herein) from
time to time.
Notes issued by GRENKE FINANCE PLC wil have the benefit of a Guarantee (the "Guarantee") given by
GRENKE AG. The Guarantee is governed by German law and constitutes an unconditional, unsecured and
unsubordinated obligation of GRENKE AG and ranks pari passu with all other unsecured and unsubordinated
obligations of GRENKE AG.
The Notes may be issued on a continuing basis to one or more of the Dealers and any additional Dealer appointed
under the Programme from time to time by the Issuer(s), which appointment may be for a specific issue or on an
ongoing basis. Notes may be distributed by way of offers to the public or private placements and, in each case,
on a syndicated or non-syndicated basis. The method of distribution of each tranche of Notes (the "Tranche")
wil be stated in the applicable final terms (the "Final Terms"). The Notes may be offered to qualified and non-
qualified investors, unless the applicable Final Terms include (a) legend(s) entitled "PROHIBITION OF SALES
TO EEA RETAIL INVESTORS" and/or "PROHIBITION OF SALES TO UK RETAIL INVESTORS".
Notes wil be issued in Tranches, each Tranche in itself consisting of Notes which are identical in all respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical in all
respects, but having different issue dates, interest commencement dates, issue prices and dates for first interest
payments may form a series ("Series") of Notes. Further Notes may be issued as part of an existing Series.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes wil
be, if in euro, 1,000, or, if in any currency other than euro, in an amount in such other currency equivalent to at
least 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency. Notes wil be issued
with a maturity of twelve months or more. The Notes wil be freely transferable.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
applicable Final Terms. The issue price for Notes to be issued wil be determined at the time of pricing on the
basis of a yield which wil be determined on the basis of the orders of the investors which are received by the
Dealers during the offer period. Orders wil specify a minimum yield and may only be confirmed at or above such
yield. The resulting yield wil be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates wil be calculated by the use of the International Capital Markets
Association ("ICMA") method, which determines the effective interest rate of notes taking into account accrued
interest on a daily basis.
The Risk Factors included in this Prospectus are limited to risks which are (i) specific to GRENKE AG and
GRENKE FINANCE PLC as Issuers and Guarantor, as the case may be, as well as the Notes, and (i ) are
material for taking an informed investment decision. They are presented in a limited number of categories
depending on their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary wil only be drawn up in relation to an issue of Notes. Such an issue-specific
summary wil be annexed to the applicable Final Terms.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to trade Notes
on the Regulated Market "Bourse de Luxembourg" or on the professional segment of the Regulated Market.
Notes may further be issued under the Programme which wil not be listed on any stock exchange.
Deutsche Bank Luxembourg S.A. wil act as Luxembourg Listing Agent and Deutsche Bank Aktiengesellschaft
wil act as fiscal agent and paying agent (the "Fiscal Agent").
Notes wil be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems wil comprise those operated by Clearstream Banking AG, Frankfurt am Main,
Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. Notes denominated in euro or, as the case
may be, such other currency recognised from time to time for the purposes of eligible collateral for Eurosystem
monetary policy and intra-day credit operations by the Eurosystem, are intended to be held in a manner, which
would allow Eurosystem eligibility. Therefore, these Notes wil initially be deposited upon issue with in the case
of (i) a new global note either Clearstream Banking S.A., Luxembourg or Euroclear Bank SA/NV as common
safekeeper or, (i ) a classical global note Clearstream Banking AG, Frankfurt am Main. It does not necessarily
mean that the Notes wil be recognised as eligible col ateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition wil
depend upon satisfaction of the Eurosystem eligibility criteria.
8




RISK FACTORS
The following is a description of material risks that are specific to GRENKE AG and GRENKE FINANCE
PLC and/or may affect their respective ability to fulfill their respective obligations under the Notes and
the Guarantee and that are material to the Notes issued under the Programme in order to assess the
market risk associated with these Notes. Prospective investors should consider these risk factors before
deciding whether to purchase the Notes.
Prospective investors should consider all of the information provided in this Prospectus or incorporated
by reference into this Prospectus and consult with their own professional advisers (including their
financial, accounting, legal and tax advisers) if they consider it necessary. In addition, investors should
be aware that the risks described might combine and thus intensify one another.
RISK FACTORS REGARDING GRENKE AG AS ISSUER AND GUARANTOR
GRENKE AG's business, financial condition or results of operations could suffer adverse material effects due to
any of the following risks. This could have an adverse effect on the market price of the Notes, and the relevant
Issuer may ultimately not be able to meet its obligations under the Notes. However, they are not the only risks
which GRENKE AG faces. Additional risks, which are to date unknown to GRENKE AG or which it does not
consider material, might also impair GRENKE AG's business operations.
The risk factors regarding GRENKE AG and GRENKE Group are presented in the fol owing categories depending
on their nature with the most material risk factor mentioned first in each category:
1. Risks related to the findings of the special audits in relation to the allegations of the short-seller Viceroy
Research LLC and other
2.
Risks related to the Issuer's and Guarantor's business activities and industry
3.
Risks related to the Issuer's and Guarantor's financial situation
4.
Legal and regulatory risks
1.
Risks related to the findings of the special audits in relation to the allegations of the short-seller
Viceroy Research LLC and other

Risks related to regulatory actions by BaFin due to the findings of the Special Audit / DPR Audit by BaFin
In 2020, the German Federal Financial Services Supervisory Authority ("BaFin") initiated a special audit pursuant
to Section 44(1) of the German Banking Act (Kreditwesengesetz ­ "KWG") ("Special Audit") and conducted a
review of GRENKE AG's consolidated financial statements, the combined group management report and
management report for the 2019 financial year ("DPR Audit"). On 16 July 2021, GRENKE AG received a decision
from BaFin on error findings (Feststellungsbeschluss zu Fehlerfeststellungen) as part of the DPR Audit, with
which the DPR Audit has been completed.
According to the final reports submitted in May 2021 by the auditing firm retained by BaFin in the context of the
Special Audit (together, "Special Audit Report"), there were numerous and significant findings, including,
without limitation, with respect to the necessity to consolidate the franchise companies, the failure to disclose
related parties in previous annual financial statements and the treatment of parts of GRENKE BANK AG's
customer lending business, the effectiveness of GRENKE Group's internal control system (including, but not
limited to, money laundering prevention) and its internal audit and compliance organization. In addition, the audit
conducted by GRENKE AG's auditor for the 2020 financial year ("2020 Annual Audit") found certain weaknesses
and deficiencies in GRENKE AG's accounting procedures and its procedures for identifying related parties, in its
internal controls and procedures, in its compliance and internal audit function as wel as its IT systems.
In the 2020 Annual Audit, GRENKE AG's auditor also raised significant objections regarding the adequacy and
effectiveness of the anti-money laundering ("AML") organisation and money-laundering prevention process in
the GRENKE Group. Likewise, the Special Audit Report found GRENKE AG's money laundering prevention
organisation and internal control measures regarding money-laundering prevention to be ineffective in certain
areas and the material and personnel resources available to the AML officer ­ at the date of conducting the audit
­ showed substantial deficiencies. In addition, the 2020 Annual Audit found significant deficiencies in the internal
instructions regarding GRENKE Group's know your customer (KYC) process as well as in GRENKE Group's
internal principles, procedures and controls of customer-related due diligence obligations.


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On 16 February 2022, BaFin adopted regulatory measures against GRENKE AG as well as GRENKE BANK AG
in connection with the findings of the Special Audit. As part of its regularly Supervisory Review and Evaluation
Process ("SREP"), BaFin imposed additional own funds requirements (Eigenmittelanforderungen) which have to
be fulfil ed both at the level of the GRENKE Group as well as on the level of GRENKE BANK AG. Furthermore,
BaFin formal y ordered that both GRENKE AG and GRENKE BANK AG shall remediate the issues referred to in
the Special Audit Report as well as the 2020 Annual Audit within 12 months. In its press release as of 16 February
2022 BaFin announced that it completed its measures directed at entities of the GRENKE Group resulting from
the Special Audit.
As a result of the aforementioned regulatory measures, GRENKE AG must with effect as of 16 February 2022
fulfil own fund requirements on group level in an amount of 10.5% consisting of a capital ratio of 8% and additional
own fund requirements in an amount of 2.5% both of which shall be composed of own funds satisfying the ratios
for common equity tier 1 capital, tier 1 capital and total capital set out in Article 92 of Regulation (EU) No 575/2013
of the European Parliament and of the Council, as amended ("CRR"). Compared to the own fund requirements
of 9% previously applicable to GRENKE AG on a group level since 7 May 2019 which included an SREP capital
surcharge of 1 percentage point, the additional SREP capital surcharge amounts to 1.5 percentage points.
Similarly, GRENKE BANK AG must fulfil own funds requirements at single-entity level in an amount of 11.5%
(including an SREP capital surcharge of 3.5 percentage points), compared to 8.5% previously. The
aforementioned capital requirements do not include capital buffers (such as the capital conservation buffer or, if
imposed by the competent authorities, the countercyclical capital buffer) nor the pil ar 2 guidance imposed by
BaFin.
GRENKE AG and GRENKE BANK AG have launched an extensive organisational development project and have
already addressed a significant number of the findings of the Special Audit Report as well as the 2020 Annual
Audit. GRENKE AG has reported to BaFin that the findings of the Special Audit Report have been completed
within the deadline imposed and extended by BaFin as of 31 August 2023 (for addressing the remaining findings
regarding money laundering) respectively as of 31 December 2023 (for addressing any other findings), whereas
for the IT-related findings the internal approval by GRENKE's internal audit is stil outstanding. It cannot be
predicted if and when BaFin wil be satisfied ­ when conducting its regular follow-up audits ­ with GRENKE
Group's efforts to address the AML-related findings, the findings relating to GRENKE BANK AG's lending
business and the other findings of the Special Audit or the 2020 Annual Audit (if relevant) and hence if and when
the additional SREP capital surcharge wil be revoked. Should the additional SREP capital surcharge not be
revoked (or not be revoked prior to additional capital buffers being introduced, see below), there is a risk that the
capital surcharge may negatively affect GRENKE Group's ability to grow in future years.
Besides the aforementioned measures directed at entities of the GRENKE Group, BaFin is likely to impose
measures against current or former members of GRENKE AG's management board or supervisory board such
as regulatory warnings which could, if such measures were to be made public, affect GRENKE Group's
reputation.
Should BaFin not be satisfied with the organisational developments, or the remediation measures launched by
GRENKE Group, this may lead to further material regulatory action and/or sanctions by BaFin or other competent
authorities (such as additional capital requirements, appointment of special representatives, significant fines, the
issuance of warnings, the removal of board members and/or the revocation of necessary licences). Any such
potential regulatory action could have a material negative effect on GRENKE Group's assets, liquidity,
profitability, business prospects and reputation.
BaFin has also initiated investigations into potential market manipulation in connection with GRENKE AG. As
market manipulation may trigger criminal or administrative offences and claims for damages, the investigations
could potential y lead to further material regulatory action and/or material sanctions and claims against GRENKE
AG and/or individuals.

Risks related to findings in GRENKE BANK AG's lending business

The Special Audit Report found significant deficiencies at GRENKE BANK AG including, without limitation, with
respect to the adequateness of its business organisation relating, inter alia, to the customer lending business as
well as its loan origination and risk management processes, as well as the granting of credits to GRENKE Group
companies.

Deficiencies in GRENKE BANK AG's customer lending business as well as the financing of group and franchise
companies could lead to increased loss accruals and ultimately write-offs of loan claims which would negatively
affect GRENKE BANK AG's and the GRENKE Group's liquidity, financial statements and profits. Additionally,
new business might be limited due to missing repayments. Furthermore, GRENKE BANK AG could become
subject to action and/or sanctions by the competent supervisory authorities.
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