Obligation HOCHBAUTECH AG 2.3% ( DE000A2TSDU8 ) en EUR

HOCHBAUTECH AG

100 % ▲

Allemagne

DE000A2TSDU8 ( en EUR )

2.3% par an ( paiement annuel )

26/04/2034 - Obligation échue

Prospectus brochure de l'obligation HOCHTIEF AG DE000A2TSDU8 en EUR 2.3%, échue

100 000 EUR

50 000 000 EUR

Hochtief AG est une entreprise de construction et d'ingénierie allemande opérant à l'échelle mondiale dans les secteurs de la construction, des concessions et des services.

L'obligation HOCHTIEF AG (DE000A2TSDU8), émise en Allemagne pour un montant total de 50 000 000 EUR avec une taille minimale d'achat de 100 000 EUR, portant un taux d'intérêt de 2,3% et échéant le 26/04/2034, a atteint sa maturité et a été intégralement remboursée à son prix nominal de 100% en EUR.

Base Prospectus dated April 26, 2024
This document constitutes a base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation"), of HOCHTIEF
Aktiengesellschaft in respect of non-equity securities within the meaning of Article 2 (c) of the Prospectus Regulation
(the "Debt Issuance Programme Prospectus" or the "Prospectus").

HOCHTIEF Aktiengesellschaft
(Essen, Federal Republic of Germany)
EUR 3,000,000,000
Debt Issuance Programme
(the "Programme")
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand
Duchy of Luxembourg in its capacity as competent authority under the Prospectus Regulation. The CSSF has only
approved this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer or the quality of any
Notes that are the subject of this Prospectus. Neither does the CSSF give any undertaking as to the economic and
financial soundness of the operation or the quality or solvency of the Issuer pursuant to Article 6(4) of the Luxembourg
prospectus law (Loi relative aux prospectus pour valeurs mobilières) by approving this Prospectus. Potential investors
should make their own assessment as to the suitability of investing in the Notes.
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". The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is
a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of
May 15, 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as
amended ("MiFID II"). Notes issued under the Programme may also be listed on further or other stock exchanges or
may not be listed at all.
HOCHTIEF Aktiengesellschaft has requested the CSSF to provide the competent authorities in the Federal Republic
of Germany, the Republic of Austria and The Netherlands with a certificate of approval attesting that this Prospectus
has been drawn up in accordance with the Prospectus Regulation ("Notification"). HOCHTIEF Aktiengesellschaft may
request the CSSF to provide competent authorities in additional Member States within the European Economic Area
("EEA") with a Notification.
This Prospectus is valid until its expiration on April 26, 2025 and this Prospectus and any supplement hereto as well as
any Final Terms reflect the status as of their respective dates of issue. 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.
Arranger
Commerzbank
Dealers
Commerzbank
Deutsche Bank
HSBC
Mizuho
Société Générale
UniCredit
Corporate & Investment Banking

This Prospectus and documents incorporated by reference will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.LuxSE.com) as well as on the website of HOCHTIEF Aktiengesellschaft
(www.hochtief.com).

RESPONSIBILITY STATEMENT
HOCHTIEF Aktiengesellschaft (the "Issuer" or the "Company" and together with its consolidated
subsidiaries, the "HOCHTIEF Group" or the "Group") with its registered offices in Essen and operated
under German law is solely responsible for the information given in this Prospectus.
The Issuer hereby declares that, to the best of its knowledge, the information contained in this Prospectus
is, in accordance with the facts and that this Prospectus makes no omission likely to affect its import.
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 (each a "Tranche of
Notes") is only available on the basis of the combination of this Prospectus and the final terms (the "Final
Terms") relating to such Tranche of Notes.
NOTICE
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information
with regard to the Issuer and the Notes which is material in the context of the Programme and the issue and
offering of Notes thereunder, that the information contained herein with respect to the Issuer and the Notes
is accurate and complete in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and based on reasonable assumptions, that there are no other facts in
respect of the Issuer or the Notes, 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, and that the Issuer has
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
Neither the delivery of this Prospectus nor any Final Terms nor the offering, sale or delivery of any Notes
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 Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with the Prospectus
Regulation or to publish a new prospectus 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 which arises or is noted between the time when this Prospectus has been
approved and the closing of any Tranche of Notes offered to the public or, as the case may be, when trading
of any Tranche of Notes on a regulated market begins in respect of Notes issued on the basis of this
Prospectus.
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 Arranger, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, is responsible for the information contained in this Prospectus or any supplement hereto, or any
Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted
by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy
and completeness of the information contained in any of these documents.
The 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 this 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 the restrictions applicable in the United States of America, the EEA,
the United Kingdom ("UK") and Japan, see "Selling Restrictions".
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
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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 account or benefit of, US persons (as defined in Regulation S under the
Securities Act ("Regulation S")). For further information, see "Selling Restrictions United States of
America".
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 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 authorized or to any person to
whom it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitute 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
stabilization manager(s) (or persons acting on behalf of any stabilization manager(s)
(the "Stabilization Managers")) 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, stabilization may not necessarily occur. Any stabilization action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than
the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Any stabilization or over-allotment must be
conducted by the relevant Stabilization Manager(s) (or persons acting on behalf of any Stabilization
Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus all references to "", "EUR", 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 May 3, 1998 on the introduction of the euro, as amended. References to
"NZD" are to the New Zealand dollar, the currency of New Zealand. References to "AUD" are to the
Australian dollar, the currency of Australia.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective
rating agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell
or hold Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market
environment, market developments, growth rates, market trends and competition in the markets in which
the Issuer operates is taken from publicly available sources, including, but not limited to, third-party studies
or the Issuer's estimates that are also primarily based on data or figures from publicly available sources.
The information from third-party sources that is cited here has been reproduced accurately. As far as the
Issuer is aware and is able to ascertain from information published by such third-party, no facts have been
omitted which would render the reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that
would not be available from publications issued by market research firms or from any other independent
sources. This information is based on internal estimates and, as such, may differ from the estimates made
by the Issuer's competitors or from data collected in the future by market research firms or other independent
sources. To the extent the Issuer derived or summarized the market information contained in this Prospectus
from a number of different studies, an individual study is not cited unless the respective information can be
taken from it directly.
The Issuer has not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuer's own estimates are based. Therefore, the
Issuer assumes no responsibility for the accuracy of the information on the market environment, market
developments, growth rates, market trends and competitive situation presented in this Prospectus from
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third-party studies or the accuracy of the information on which the Issuer's own estimates are based. Any
statements regarding the market environment, market developments, growth rates, market trends and
competitive situation presented in this Prospectus regarding HOCHTIEF Group and its operating divisions
contained in this Prospectus are based on its own estimates and/or analysis unless other sources are
specified.
Any websites referred to in this Prospectus are referred to for information purposes only and do not form
part of this Prospectus unless that information is incorporated by reference into this Prospectus and have
not been scrutinised or approved by the CSSF.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "MiFID II Product Governance" which will 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 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.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID 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 will be a manufacturer for the
purpose of the MiFID Product Governance Rules. Furthermore, the Issuer is not a manufacturer or
Distributor for the purposes of MiFID II and its supplementing EU legislative acts.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR Product Governance" which will 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 UK Financial Conduct Authority ("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 will be made in relation to each issue about whether, for the purpose of 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 will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules. Furthermore, the Issuer is not
a manufacturer or Distributor for the purposes of the UK MiFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include
a legend entitled "Prohibition of Sales to Retail Investors in the European Economic Area", 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 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; (ii) a customer
within the meaning of Directive 2016/97/EU as amended (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or (iii) not a qualified investor as defined in the Prospectus Regulation. If the above mentioned legend is
included in the relevant Final Terms, 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 REGULATION / UK RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom", 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 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 Regulation (EU) No 2017/565 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended
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("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 UK law by virtue of the EUWA; or (iii) not a qualified investor as
defined in the Prospectus Regulation as it forms part of UK law by virtue of the EUWA. If the above
mentioned legend is included in the relevant Final Terms no key information document required by
Regulation (EU) No 1286/2014 as amended as it forms part of UK law by virtue of the 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 Final Terms in respect of any Notes offered on the basis of this Prospectus may specify that the interest
amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank Offered
Rate ("EURIBOR"), which is currently provided by European Money Markets Institute ("EMMI"). As at
the date of this Prospectus, EMMI does appear on the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of
Regulation (EU) 2016/1011 (the "Benchmarks Regulation").
The Final Terms relating to any specific Tranche of Notes may provide that the interest payable under the
Notes is subject to a coupon step up option and/or an adjustment of the final redemption amount if the
applicable Final Terms indicate that such coupon step up option and/or an adjustment of the final
redemption amount, subject to certain specified sustainability key performance indicators (each a "KPI"),
are applicable ("Sustainability-Linked Bonds"). The Issuer intends to establish a Sustainability-Linked
Financing Framework for such issuances (the "SLF Framework") based on the recommendations included
in the voluntary process guidelines for issuing sustainability-linked bonds published by the International
Capital Market Association ("ICMA") (the "ICMA Sustainability-Linked Bond Principles"). Pursuant
to the recommendation in the ICMA Sustainability-Linked Bond Principles that external assurance is
obtained to confirm alignment with the key features of the ICMA Sustainability-Linked Bond Principles
(Selection of Key Performance Indicators, Calibration of Sustainability Performance Targets,
Characteristics of the Sustainability-Linked Bond, Reporting and Verification), the Issuer intends to request
a second party opinion from an advisory and rating provider in relation to the SLF Framework (the "Second
Party Opinion"). Neither the SLF Framework nor any Second Party Opinion will be incorporated into or
form part of this Prospectus. None of the Arranger, the Dealers, any of their respective affiliates or any
other person mentioned in the Prospectus makes any representation as to the suitability of such Notes to
fulfil environmental, social and/or sustainability criteria required by any prospective investors. The
Arranger and the Dealers have not undertaken, nor are responsible for, any assessment of the
SLF Framework or the Second Party Opinion.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements
that do not relate to historical facts and events. They are based on the 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
earnings capacity, plans and expectations regarding the Issuer'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
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Issuer'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. The Issuer'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, potential investors are strongly advised to read the
following sections of this Prospectus: "Risk Factors" and "HOCHTIEF Aktiengesellschaft as Issuer".
These sections include more detailed descriptions of factors that might have an impact on the Issuer's
business and the markets in which it operates.
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In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, the Issuer does not 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.
ESG RATINGS
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related management
arrangements established to mitigate those risks has been assessed by several agencies, including
Carbon Disclosure Project, MSCI Inc. or Sustainalytics, among others, through Environmental, Social and
Governance ratings ("ESG Ratings"). Please refer to the section "HOCHTIEF Aktiengesellschaft as Issuer
 Sustainability Goals, Sustainability Plan, Awards, Ratings and Rankings" for further information.
ESG Ratings may vary amongst ESG Ratings agencies as the methodologies used to determine
ESG Ratings may differ.
The Issuer's ESG Ratings are not necessarily indicative of its current or future operating or financial
performance, or any future ability to service the Notes and are only current as of the dates on which they
were initially issued. Prospective investors must determine for themselves the relevance of any such ESG
Ratings information contained in this Prospectus or elsewhere in making an investment decision.
Furthermore, ESG Ratings shall not be deemed to be a recommendation by the Issuer, the Arranger,
the Dealers or any other person to buy, sell or hold the Notes. Currently, the providers of such ESG Ratings
are not subject to any regulatory or other similar oversight in respect of their determination and award of
ESG Ratings. For more information regarding the assessment methodologies used to determine ESG
Ratings, please refer to the relevant ratings agency's website (which website does not form a part of, nor is
incorporated by reference in, this Prospectus).
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures, as defined in the guidelines issued by
ESMA concerning the presentation of alternative performance measures disclosed in regulated information
and prospectuses, which are not recognized financial measures under the International Financial Reporting
Standards as adopted by the European Union ("IFRS") or any other generally accepted accounting
principles ("GAAP"). These alternative performance measures ("Alternative Performance Measures")
may not be comparable to similarly titled measures of other companies. The Alternative Performance
Measures include: Cash flow from operating activities pre-factoring, EBIT adjusted, EBITDA adjusted and
EBITDA adjusted margin, Free Cash Flow, Group Operational Net Profit, Net Cash, Net Operating Capital
Expenditure and Operational Net Profit.
Such Alternative Performance Measures must be considered only in addition to, and not as a substitute for
or superior to, financial information prepared in accordance with IFRS included elsewhere or incorporated
by reference in this Prospectus. Investors are cautioned not to place undue reliance on these Alternative
Performance Measures and are also advised to review them in conjunction with the consolidated financial
statements of the Issuer including the related notes thereto, incorporated by reference in this Prospectus.

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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 8
RISK FACTORS .......................................................................................................................................... 9
CONSENT TO USE THIS PROSPECTUS ............................................................................................... 33
ISSUE PROCEDURES .............................................................................................................................. 34
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 36
FORM OF FINAL TERMS ...................................................................................................................... 201
HOCHTIEF AKTIENGESELLSCHAFT AS ISSUER ............................................................................ 231
BUSINESS OF THE HOCHTIEF GROUP ............................................................................................. 241
TAXATION WARNING ......................................................................................................................... 258
SUBSCRIPTION AND SALE ................................................................................................................. 259
GENERAL INFORMATION .................................................................................................................. 265
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 267

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GENERAL DESCRIPTION OF THE PROGRAMME
Under this Programme, the Issuer may from time to time issue Notes to one or more of the Dealers set forth
on the cover page and any additional Dealer appointed under the Programme from time to time by the
Issuer, whose appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together,
the "Dealers"), or directly to investors.
The maximum aggregate principal amount of the Notes at any time outstanding under the Programme will
not exceed EUR 3,000,000,000 (or its equivalent in any other currency). The Issuer may increase the
amount of the Programme from time to time.
Commerzbank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger"). Notes
may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
public or private placements and, in each case, on a syndicated or non-syndicated basis. The method of
distribution of each Tranche of Notes will be stated in the Final Terms. Notes may be offered to non-
qualified and/or qualified investors.
Notes may be issued on a continuous basis in Tranches of Notes, each Tranche of Notes consisting of Notes
which are identical in all respects. One or more Tranches of Notes, which are expressed to be consolidated
and forming a single series and 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 existing Series. The specific terms of each Tranche of Notes
will be set forth in the Final Terms.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global
Note"). Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interest in a
permanent global note (each a "Permanent Global Note") on or after the date 40 days after the later of the
commencement of the offering and the relevant issue date, upon certification as to non-U.S. beneficial
ownership.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s)
and as indicated in the Final Terms save that the minimum denomination of the Notes will be, if in Euro,
EUR 1,000, if in any currency other than Euro, in an amount in such other currency nearly equivalent to
EUR 1,000 at the time of the issue of Notes.
Notes will be issued with a maturity of twelve months or more.
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 Final Terms. The Notes are freely transferable.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the Final Terms.
These systems will include those operated by Clearstream Banking AG, Frankfurt am Main, Clearstream
Banking S.A., Luxembourg and Euroclear Bank SA/NV.
Commerzbank Aktiengesellschaft will act as fiscal agent (the "Fiscal Agent") and as paying agent
(the "Paying Agent").
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RISK FACTORS
Potential investors should carefully review and consider all information provided in or incorporated by
reference into this Prospectus before deciding to purchase Notes issued under the Programme. In addition,
investors should be aware that the risks described may combine and thus intensify one another. Investing
in the Notes could involve additional risks and uncertainties of which the Issuer is not presently aware and
which could also affect the business operations of the Group and adversely affect the Issuer's and the
Group's business activities and financial condition and results of operations and the ability of the Issuer to
fulfil its respective obligations under the Notes.
The following is a disclosure of risk factors that may affect the ability of the Company to fulfil its respective
obligations under the Notes and that are material to the Notes issued under the Programme in order to
assess the market risk associated with these Notes.
Under the circumstances described below, potential investors may lose the value of their entire investment
or part of it.
Each potential investor in Notes must determine the suitability of an investment in the Notes 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 this 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, an investment in the Notes
and 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 behavior of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of their financial, accounting, legal and tax
advisers) possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
The investment activities of certain investors are subject to investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers prior to investing
in the Notes to determine whether and to what extent (i) the Notes are permitted investments for it, (ii) where
relevant, the Notes can be used as collateral for various types of borrowing, and (iii) other restrictions
apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or
the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-
based capital or similar rules. Each investor should also consider the tax consequences of investing in the
Notes and consult its own tax advisers with respect to the acquisition, sale and redemption of the Notes in
light of its personal situation.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolio. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
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RISK FACTORS REGARDING THE COMPANY AND THE GROUP
I. Risks Related to the Group's Business and Market Environment
The Group's business is sensitive to changes in the macroeconomic environment and cyclical
fluctuations in the markets in which it operates. Adverse developments in the global economic
environment and disruptions in financial markets could have an adverse impact on the Group's business,
financial condition and results of operations.
The Group has extensive international operations, with presence in significant markets globally, including
the United States of America (the "United States", "US" or "USA"), the Commonwealth of Australia
("Australia"), Canada, the Federal Republic of Germany ("Germany") and other countries in Europe and
is also active in countries such as New Zealand, Hong Kong, Indonesia and other countries in Asia.
The Group's business performance is closely linked to the macroeconomic trends and business cycles in the
countries, regions and cities in which it operates, in particular the local gross domestic products ("GDP")
of such markets. The construction industry is cyclical by nature and largely dependent on investments
undertaken in both the public and private sectors. These investments, which normally increase in times of
economic growth and decrease during a recession, are particularly sensitive to interest rates, general
economic conditions and other factors outside the Group's control.
Economic downturns or cyclical fluctuations globally or in one or more individually significant markets
can have a distinct impact on general prosperity and public spending which in turn can considerably
decrease demand for the services offered by the Group. Such economic downturns or cyclical fluctuations
may be caused by inter alia widespread health crises or the fear of such crises or other epidemic and/or
pandemic diseases, armed conflicts or trade disputes which may cause shortages of materials and
predominantly rising and extremely volatile prices for materials and services.
Continuing or repeated disruptions in the global economy, supply chains and in the global markets or
instability may, therefore, have a material adverse effect on the Group's business, results of operations and
financial condition as they may constrain public and private investment in infrastructure and the volume of
construction activity.
Moreover, global and regional political uncertainties, including in Europe and in the United States, may
have negative effects on relevant regions. Changes in the geopolitical situation may have negative long-
term impacts on the global economy and may lead to decreased public investment spending. This may
lower the long-term growth outlook in the markets key to the Group and/or impair the Group's future
business development. In addition, ongoing political tensions could potentially have an impact on the global
economy and trigger financial market shocks. The rise of populist parties and/or increasingly protectionist
measures by governments, notably tariff policy measures may negatively affect the global economy which
could adversely affect the Group's operations and sales, and in particular contract awards. Any of these
factors may have negative repercussions for the global economy as a whole.
In addition, the Group's services activities for the resource sector are affected by the global demand for
commodities the long-term increase in global demand for commodities has resulted in sustained growth
in this sector of the Group's business. In particular, a potential decline in demand and/or prices for
metallurgical and thermal coal, as well as other commodities, can have an impact on profits in specific lines
of business. However, there is no assurance that the demand nor prices for commodities will continue to
increase or remain at current levels. A decrease in the demand for commodities or steep drop in commodity
prices (as occurred in the past) could result in decline within this business segment of the Group.
The Group's business may be adversely affected by a reduction of public spending on infrastructure
projects.
The Group is also affected by economic and fiscal policies concerning public investment and spending in
infrastructure and in public-private partnerships ("PPP") in the markets in which it operates. Government
spending finances a significant portion of infrastructure development. The deterioration of sovereign
creditworthiness and budgetary austerity measures can negatively affect the Group's activities in the
affected countries. Government spending on infrastructure projects is driven by political factors, which may
cause governments to invest in infrastructure projects as a counter-cyclical measure, in order to stimulate
the general economy as well as the situation of public budgets. Furthermore, specific political programs
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