Obligation ThyssenKrupp GmbH 2.75% ( DE000A2AAPF1 ) en EUR

Société émettrice ThyssenKrupp GmbH
Prix sur le marché 100 %  ⇌ 
Pays  Allemagne
Code ISIN  DE000A2AAPF1 ( en EUR )
Coupon 2.75% par an ( paiement annuel )
Echéance 07/03/2021 - Obligation échue



Prospectus brochure de l'obligation Thyssenkrupp AG DE000A2AAPF1 en EUR 2.75%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 850 000 000 EUR
Description détaillée ThyssenKrupp AG est une société multinationale allemande opérant dans les domaines de la construction de matériel, de la production d'acier et des technologies des ascenseurs et des escalators.

Cet article financier examine les spécificités et le dénouement de l'obligation DE000A2AAPF1 émise par le conglomérat industriel allemand Thyssenkrupp AG. Thyssenkrupp AG est un acteur majeur de l'industrie allemande et mondiale, un conglomérat diversifié dont le siège est à Essen, en Allemagne, historiquement reconnu pour ses activités dans la production d'acier, mais ayant considérablement évolué pour inclure des secteurs variés tels que les matériaux industriels, les composants automobiles, les usines industrielles et les services d'ingénierie, son envergure internationale et la diversité de ses activités la positionnant comme un émetteur important sur les marchés de capitaux, reflétant une stratégie axée sur la transformation et l'innovation dans des segments clés de l'ingénierie et de l'industrie. L'instrument financier en question était une obligation de type corporatif, identifiée par le code ISIN DE000A2AAPF1, émise en Allemagne et libellée en Euros (EUR), représentant une taille d'émission totale substantielle de 850 000 000 EUR, offrant un taux d'intérêt fixe de 2,75% et étant accessible aux investisseurs avec une taille minimale d'achat de 1 000 EUR, la fréquence de paiement des intérêts étant annuelle (1 fois par an). La caractéristique la plus notable de cette obligation réside dans sa maturité au 7 mars 2021, date à laquelle, conformément à ses termes et conditions, l'instrument a atteint son terme et a été entièrement remboursé à 100% de son prix nominal sur le marché, assurant ainsi aux détenteurs le recouvrement de leur capital investi et confirmant la bonne exécution des engagements financiers de Thyssenkrupp AG envers ses créanciers obligataires.








Debt Issuance Programme Prospectus
14 January 2016
This document constitutes the base prospectus for the purpose of article 5.4 of the Directive 2003/71/EC, as
amended (the "Prospectus Directive"), of thyssenkrupp AG in respect of non-equity securities within the
meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended,
("Debt Issuance Programme Prospectus" or the "Prospectus").

thyssenkrupp AG
(Duisburg and Essen, Federal Republic of Germany)

10,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the Programme
(the "Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the
Regulated Market "Bourse de Luxembourg" (as defined below). Notes issued under the Programme may not be
listed at all. The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy
of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg law of 10 July 2005
relating to prospectuses for securities, as amended (Loi relative aux prospectus pour valeurs mobilières), which
implements the Prospectus Directive (the "Luxembourg Prospectus Law"), to approve this Prospectus and to
provide the competent authorities in the Federal Republic of Germany, The Netherlands and the Republic of
Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Luxembourg Law (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in
additional Member States within the European Economic Area with a Notification.

Arranger

Deutsche Bank

Dealers
BayernLB
BNP PARIBAS
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
UBS Investment Bank
UniCredit Bank


This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu). It is valid for a period of twelve months from the date of its approval.





NOTICE
This Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference. Full information on the Issuer and any Tranche of Notes (as defined herein) is only
available on the basis of the combination of the Prospectus and the final terms (the "Final Terms") relating to
such Tranche.
thyssenkrupp AG, with its registered offices in Duisburg and Essen and its headquarters at thyssenkrupp
Allee 1, 45143 Essen, Federal Republic of Germany ("thyssenkrupp AG", the "Company" or the "Issuer" and,
together with all of its affiliated companies within the meaning of the German Stock Corporation Act
(Aktiengesetz), the "thyssenkrupp Group", "thyssenkrupp" or the "Group") has confirmed to Deutsche Bank
Aktiengesellschaft (the "Arranger") and to the dealers set forth on the cover page (each a "Dealer" and
together the "Dealers") that this Prospectus contains to the best of its knowledge all information which is
material in the context of the Programme and the issue and offering of Notes thereunder, that the information
contained herein is accurate in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and 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.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Prospectus or any
supplement hereof, or any other document incorporated by reference nor for the information contained in any
Final Terms.
The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new
Prospectus if and when information herein should become materially inaccurate or incomplete or in the event of
any significant new factor, material mistake or 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 authorized by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorized by the
Issuer, the Dealers or any of them.
This Prospectus is valid for 12 months from the date of its approval and it and any supplement hereto as well
as any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus
nor any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Prospectus is accurate and complete subsequent to their
respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since
such date or that any other information supplied in connection with the 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.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions applicable in the United States of America, the European
Economic Area in general, the United Kingdom and Northern Ireland, The Netherlands, Luxembourg and Japan
see "Selling Restrictions" on pages 190 to 193 of this Prospectus.
In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction
of the United States and are being sold pursuant to an exemption from the registration requirements of the
Securities Act. The Notes are subject to tax law requirements of the United States of America. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States of America or to, or for the
ii




account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). For
further information, see "Selling Restrictions ­ United States of America".
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply,
any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering or placement contemplated in this Prospectus as completed by Final
Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises
for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State and (in either case) published, all in accordance with the
Prospectus Directive, provided that any such prospectus has subsequently been completed by Final Terms
which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that
Relevant Member State, such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or Final Terms, as applicable, and the Issuer has consented in writing to its use for
the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any
Dealer has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. The
expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only
insofar as and for the period so specified in the Final Terms for the relevant tranche of Notes (each a
"Tranche").
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the
Terms and Conditions may be controlling and binding if so specified in the Final Terms.
Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom
it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or to
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase
any Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager(s) (or persons acting on behalf of a stabilising manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "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, and all references to
"U.S dollars" and "U.S. $" are to lawful currency of the United States of America.
iii




Any descriptions or references to business figures or developments refer to the fiscal year 2014/2015, unless
specified otherwise.
iv




CONTENTS

Page

SUMMARY .................................................................................................................................. 1
Section A ­ Introduction and warnings ............................................................................................ 1
Section B ­ thyssenkrupp AG ........................................................................................................ 2
Section C ­ Securities ................................................................................................................... 5
Section D ­ Risks ......................................................................................................................... 8
Section E ­ Offer ........................................................................................................................ 11
GERMAN TRANSLATION OF THE SUMMARY .................................................................................. 12
Abschnitt A ­ Einleitung und Warnhinweise ................................................................................... 12
Abschnitt B ­ thyssenkrupp AG .................................................................................................... 13
Abschnitt C ­ Wertpapiere ........................................................................................................... 16
Abschnitt D ­ Risiken .................................................................................................................. 19
Abschnitt E ­ Angebot ................................................................................................................ 24
RISK FACTORS .......................................................................................................................... 25
RISK FACTORS REGARDING THE ISSUER ...................................................................................... 25
RISK FACTORS REGARDING THE NOTES ....................................................................................... 31
RESPONSIBILITY STATEMENT ..................................................................................................... 34
CONSENT TO USE THE PROSPECTUS .......................................................................................... 35
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 36
TERMS AND CONDITIONS OF THE NOTES - English Language Version.............................................. 39
OPTION I ­ Terms and Conditions of the Fixed Rate Notes ­ English language version ......................... 40
OPTION II ­ Terms and Conditions for Floating Rate Notes ­ English language version ........................ 55
OPTION III ­ Terms and Conditions for Zero Coupon Notes ­ English language version ........................ 71
TERMS AND CONDITIONS OF THE NOTES - German language Version ............................................. 86
OPTION I ­ Emissionsbedingungen für Schuldverschreibungen mit fester Verzinsung .......................... 87
OPTION II ­ Emissionsbedingungen für Schuldverschreibungen mit variabler Verzinsung ................... 104
OPTION III ­ Emissionsbedingungen für Nullkupon-Schuldverschreibungen ..................................... 122
FORM OF FINAL TERMS (MUSTER ­ ENDGÜLTIGE BEDINGUNGEN) ................................................. 138
THYSSENKRUPP AG ................................................................................................................. 153
TAXATION .............................................................................................................................. 180
GENERAL INFORMATION .......................................................................................................... 190
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 195





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

A.1
Warning that:
· this Summary should be read as an introduction to the Prospectus;
· any decision to invest in the Notes should be based on consideration of the Prospectus as a whole
by the investor;
· where a claim relating to the information contained in the Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member States, have to bear the costs
of translating the Prospectus, before the legal proceedings are initiated; and
· civil liability attaches only to the Issuer which has tabled the Summary including any translation
thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with
the other parts of the Prospectus or it does not provide, when read together with the other parts of
the Prospectus, key information in order to aid investors when considering whether to invest in the
Notes.
A.2
Consent to use the [Each Dealer and/or each further financial intermediary subsequently reselling or
Prospectus
finally placing Notes is entitled to use the Prospectus in [Luxembourg[,][and]] [the
Federal Republic of Germany[,][and]] [The Netherlands] [and] [the Republic of
Austria]for the subsequent resale or final placement of the Notes during the period
from []
to []
, provided however, that the Prospectus is still valid in accordance
with Article 11 para 2 of the Luxembourg law of 10 July 2005 relating to
prospectuses for securities, as amended (Loi relative aux prospectus pour valeurs
mobilières) which implements Directive 2003/71/EC of the European Parliament
and of the Council of 4 November, 2003 (as amended by Directive 2010/73/EU of
the European Parliament and of the Council of 24 November 2010).
The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery. Any supplement to the Prospectus is
available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Prospectus, each Dealer and/or relevant further financial
intermediary must make certain that it complies with all applicable laws and
regulations in force in the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall
provide information to investors on the terms and conditions of the Notes at
the time of that offer.]
[Not applicable. The Issuer does not give consent to the use of the Prospectus for
the subsequent resale or final placement of the Notes to any dealer or financial
intermediary.]



1




Section B ­ thyssenkrupp AG
Elemen

t
B.1
Legal and commercial name thyssenkrupp AG ("thyssenkrupp AG") is the legal name. thyssenkrupp is the
of the Issuer
commercial name. For the purposes of this Summary, however, thyssenkrupp
Group (thyssenkrupp AG together with all of its affiliated companies within the
meaning of German Stock Corporation Act (Aktiengesetz)) is defined as
"thyssenkrupp".
B.2
Domicile, legal form,
thyssenkrupp AG is a German stock corporation (Aktiengesellschaft) incorporated
legislation, country of
and operated under the laws of the Federal Republic of Germany and domiciled in
incorporation
Essen, Germany.
B.4b
Known trends affecting the
Current economic conditions are marked by high uncertainties. Growth dynamics
Issuer and the industries in
in the emerging countries are rather weak, the development in the Euro-zone is
which it operates
going moderately upwards at best, only the economic development in the USA is
expected to be stable. Import pressure on the materials markets especially from
Asia is a particular cause for concern.
B.5
Description of the Group
thyssenkrupp AG is the parent company of thyssenkrupp Group, which has 497
and the Issuer's position
subsidiaries and 23 investments accounted for by the equity method in 77
within the Group
countries.
B.9
Profit forecast or estimate
Not applicable; no profit forecast or estimate is made.
B.10
Qualifications in the audit
Not applicable; PwC issued an unqualified auditor's report on each of the
report on the historical
consolidated financial statements of thyssenkrupp AG and its subsidiaries for the
financial information
fiscal years ended on 30 September 2014 and 30 September 2015.
2




B.12
Selected historical key financial

information
thyssenkrupp in figures 1)

Full Group
Continuing operations










2013/2014
2014/2015
Change
in %
2013/2014
2014/2015
Change
in %
Order intake
million
41,376
41,318
(58)
0
41,376
41,318
(58)
0
Net sales
million
41,212
42,778
1,566
4
41,212
42,778
1,566
4
EBITDA
million
2,330
2,445
115
5
2,145
2,456
311
14
EBIT 2)
million
1,145
1,050
(95)
(8)
959
1,061
102
11
EBIT margin 2)
%
2.8
2.5
(0.3)
--
2.3
2.5
0.2
--
Adjusted EBIT 2)
million
1,329
1,676
347
26
1,329
1,676
347
26
Adjusted EBIT margin 2)
%
3.2
3.9
0.7
--
3.2
3.9
0.7
--
EBT
million
429
485
56
13
243
496
253
104
Net income/(loss) / Income/(loss)
(net of tax)
million
195
268
73
37
9
279
270
++
attributable to thyssenkrupp AG's
shareholders
million
212
309
97
46
26
320
294
++
Basic earnings per share

0.38
0.55
0.17
45
0.05
0.57
0.52
++
Operating cashflow
million
903
1,300
397
44
903
1,311
408
45
Cashflow for investments
million
(1,260)
(1,235)
25
2
(1,260)
(1,235)
25
2
Free cashflow before divestments
million
(357)
65
422
++
(357)
76
433
++
Cashflow from divestments
million
1,054
597
(457)
(43)
1,054
597
(457)
(43)
Free cashflow
million
697
662
(35)
(5)
697
673
(24)
(3)
Net financial debt (September 30)
million
3,677
3,414
(263)
(7)




Total equity (September 30)
million
3,199
3,307
108
3




Gearing (September 30)
%
114.9
103.2
(11.7)
--




ROCE
%
7.2
6.5
(0.7)
--




thyssenkrupp Value Added
million
(282)
(399)
(117)
(41)




Dividend per share

0.11
0.15 3)
--
--




Dividend payout
million
62
85 3)
--
--




Employees (September 30)

162,372
154,906
(7,466)
(5)













1) Prior-year figures have been adjusted due to the adoption of IFRS 11
2) Prior-year figures have been adjusted due to the definition change from fiscal 2014/2015
3) Proposal to the Annual General Meeting

Material adverse change in
There has been no material adverse change in the prospects of thyssenkrupp AG
the prospect of the Issuer
since 30 September 2015.

Significant changes in the
Not applicable; there has been no significant change in the financial or trading
financial and trading
position of thyssenkrupp AG since 30 September 2015.
position
B.13
Recent Events
Not applicable, there are no recent events since 30 September 2015 particular to
thyssenkrupp AG which are to a material extent relevant to the solvency of
thyssenkrupp AG.
B.14
Please read Element B.5 together with the information below

Dependence upon other
Not applicable, thyssenkrupp AG is the parent company of the thyssenkrupp
entities within the Group
Group and not dependent on other entities within the thyssenkrupp Group.
B.15
A description of the Issuer's thyssenkrupp is a diversified industrial group with traditional strengths in
principal activities
materials and a growing share of capital goods and services businesses. It
supplies customized steel grades, plastics, aluminium and many more materials
to business partners worldwide. thyssenkrupp also produces technology goods
such as elevators and escalators, complete industrial complexes, components for
areas such as cars and wind turbines, as well as modern marine systems.
B.16
Controlling Persons
Not applicable, thyssenkrupp AG is to its knowledge neither directly nor indirectly
owned in a manner that would allow such owner to exercise a controlling
influence over thyssenkrupp AG.
3




B.17
Credit ratings assigned to
Standard & Poor's Credit Market Services France S.A.S. ("Standard & Poor's")1,2
the Issuer or its debt
has assigned the long-term credit rating BB (outlook stable), Moody's Investors
securities
Service Ltd. ("Moody's")3,2 has assigned the long-term credit rating Ba1 (outlook
negative) and Fitch Ratings Ltd. ("Fitch")4,2 has assigned the long-term credit
rating BB+ (outlook stable) to thyssenkrupp AG.5
The Notes have [not] been rated [[insert rating] by [insert rating agency]].




1
Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of the
European Parliament and of the Council of 11 March 2011 (the "CRA Regulation").
2
The European Securities and Markets Authority publishes on its website (www.esma.europa.eu/page/List-registered-and-certified-
CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days
following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated
list in the Official Journal of the European Union within 30 days following such update.
3
Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of the
European Parliament and of the Council of 11 March 2011 (the "CRA Regulation").
4
Fitch is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament
and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of the European
Parliament and of the Council of 11 March 2011 (the "CRA Regulation").
5
A credit rating assesses the creditworthiness of an entitiy and informs an investor therefore about the probability of the entity being
able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the
rating agency at any time.
4




Section C ­ Securities
Element


C.1
Type and class of the Type and class
securities, including
The Notes are unsubordinated and unsecured.
any security
identification number [In case of fixed rate notes insert: The Notes will bear interest at a fixed rate
throughout the entire term of the Instruments.]
[In case of floating rate notes insert: The Notes will bear interest at a rate
determined [(and as adjusted for the applicable margin)] on the basis of a reference
rate appearing on the agreed screen page of a commercial quotation service.]
[In case of zero coupon notes insert: There will not be any periodic payments of
interest on the Notes.]
Security Identification Number(s)
ISIN:

[
]
Common Code: [
]
[Other:
[
] ]
C.2
Currency of the
The Notes are issued in []
.
securities issue
C.5
Restrictions on the
Not applicable. The Notes are freely transferable.
free transferability of
the securities
C.8
Rights attached to
Rights attached to the Notes
the Notes, ranking of Each holder of the Notes has the right vis-à-vis the Issuer to claim payment of
the Notes and
interest and nominal when such payments are due in accordance with the terms
limitations to the
and conditions of the Notes.
rights attached to the
Notes
Governing law
The Notes will be governed by German law.
Redemption
Unless previously redeemed, or purchased and cancelled, each Note will be
redeemed at its Redemption Amount on the Maturity Date. The Final Redemption
Amount in respect of each Note shall be its principal amount.
[In case of no early redemption at the option of the Issuer or the Holders
insert: The Notes cannot be redeemed prior to their stated maturity (except for
taxation reasons or upon the occurrence of an event of default).]
[In case of an early redemption at the option of the Holders insert: Early
Redemption at the option of the Holders
Notes may be redeemed before their stated maturity upon the occurrence of an
event of default and at the option of the Holders.]
Negative Pledge
The Terms and Conditions of the Notes contain a negative pledge provision.
Events of Default
The Terms and Conditions of the Notes provide for events of default entitling
Holders to demand immediate redemption of the Notes. Certain events of default
are subject to a quorum.
Cross Default
The Terms and Conditions of the Notes provide for cross default provisions.
[In case of a Change of Control provision insert: Change of Control
5



Document Outline