Obligation Deutsch Börse AG 0.125% ( DE000A3H2457 ) en EUR

Deutsch Börse AG

100 % ▲

Allemagne

DE000A3H2457 ( en EUR )

0.125% par an ( paiement annuel )

22/02/2026

Prospectus brochure de l'obligation Deutsche Börse AG DE000A3H2457 en EUR 0.125%, échéance 22/02/2026

22/02/2026 ( Dans 12 jours )

Deutsche Börse AG est une société de services financiers allemande qui exploite la Bourse de Francfort et propose une gamme de services de marché, de compensation et de données financières.

L'Obligation émise par Deutsch Börse AG ( Allemagne ) , en EUR, avec le code ISIN DE000A3H2457, paye un coupon de 0.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/02/2026

Prospectus dated 18 February 2021

Deutsche Börse Aktiengesellschaft
(Frankfurt am Main, Federal Republic of Germany)
500,000,000 0.000% Notes due 2026
ISIN DE000A3H2457, Common Code 230542708, WKN A3H245
Issue price: 100.966 per cent.
500,000,000 0.125% Notes due 2031
ISIN DE000A3H2465, Common Code 230542716, WKN A3H246
Issue price: 99.317 per cent.
Deutsche Börse Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany (the "Issuer") will issue on 22 February 2021 (the
"Issue Date") 500,000,000 0.000% notes due 2026 (the "2026 Notes") and 500,000,000 0.125% notes due 2031 (the "2031 Notes"
and together with the 2026 Notes, the "Notes" and each a "Series") in the denomination of 100,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The 2026 Notes will not bear interest. Unless previously redeemed or repurchased and cancelled, the 2026 Notes will be redeemed at
par on 22 February 2026 Notes (the "2026 Notes Maturity Date").
The 2031 Notes will bear interest from and including the Issue Date to but excluding 22 February 2031 (the "2031 Notes Maturity
Date") at a rate of 0.125% per annum, to be paid annually in arrear on 22 February in each year, commencing on 22 February 2022.
Unless previously redeemed or repurchased and cancelled, the 2031 Notes will be redeemed at par on the 2031 Notes Maturity Date.
The Issuer may, at its option, redeem each Series of Notes prior to their maturity date on the terms set forth in § 5 of the terms and
conditions of each Series of Notes (together, the "Terms and Conditions"). Upon occurrence of a Change of Control Event or an event
of default (each as described in the Terms and Conditions), each holder of Notes (each a "Noteholder") will have the option to declare
all or some only of its Notes not previously redeemed due prior to the relevant maturity date. In such case the Issuer will redeem such
Notes at their principal amount
Each Series of Notes will be represented by a global note in bearer form without interest coupons (the "Global Note"). Each Global
Note will be deposited prior to the issue date with Clearstream Banking Aktiengesellschaft, Eschborn ("Clearstream Frankfurt").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) No 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). This Prospectus, together with
all documents incorporated by reference, will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of the Issuer (https://www.deutsche-boerse.com).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg (the "CSSF"), in its capacity
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 neither be considered
as an endorsement of the Issuer that is subject of this Prospectus nor of the quality of the securities that are the subject of this Prospectus.
Investors should make their own assessment as to the suitability of investing in the Notes.
The Issuer has requested the CSSF to provide the competent authority in Germany with a certificate of approval attesting that this
Prospectus has been drawn up in accordance with the Prospectus Regulation.
This Prospectus will be valid until 18 February 2022 and may in this period be used for admission of the Notes to trading on a regulated
market. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus
which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without undue delay
in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to
apply once the Notes have been admitted to trading on a regulated market and at the latest upon expiry of the validity period of this
Prospectus.

Application has been made to the Frankfurt Stock Exchange for the Notes to be listed on the Frankfurt Stock Exchange and to be traded
on the regulated market of the Frankfurt Stock Exchange. Application has also been made to the Luxembourg Stock Exchange for the
Notes to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the
Luxembourg Stock Exchange's regulated market. The regulated market of the Frankfurt Stock Exchange and the Luxembourg Stock
Exchange's regulated market are regulated markets for the purposes of Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II").
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer
or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and
subject to certain exceptions, the Notes may not be offered or sold within the United States of America (the "United States") or
to, or for the account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks
and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition.
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 7 of this Prospectus.
Joint Lead Managers
Deutsche Bank
BofA Securities
Commerzbank
Morgan Stanley
Société Générale Corporate &
UniCredit Bank
Investment Banking
DZ BANK AG
Goldman Sachs Bank Europe SE
Lloyds Bank Corporate
MUFG
Markets Wertpapierhandelsbank

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Germany accepts responsibility for the information contained in this Prospectus
and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this
Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all relevant information with respect to the Issuer (also
referred to as "Deutsche Börse" herein) and its consolidated subsidiaries taken as a whole (the "Deutsche Börse Group"
or the "Group") and to the Notes which is material in the context of the issue and the offering of the Notes, including all
relevant information which, according to the particular nature of the Issuer and of the Notes is necessary to enable
investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position,
profits and losses, and prospects of the Issuer and the Deutsche Börse Group and of the rights attached to the Notes;
(ii) the statements contained in this Prospectus relating to the Issuer, the Deutsche Börse Group and the Notes are in every
material respect true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Deutsche
Börse Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any
statement in the Prospectus misleading in any material respect; (iv) reasonable enquiries have been made by the Issuer to
ascertain such facts and to verify the accuracy of all such information and statements and (v) the statements of opinion,
intention, belief or expectation expressed in the Prospectus are honestly and reasonably held.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this Prospectus
and, if given or made, such information or representation must not be relied upon as having been authorised by or on
behalf of the Issuer or Deutsche Bank Aktiengesellschaft, BofA Securities Europe SA, Commerzbank Aktiengesellschaft,
Morgan Stanley Europe SE, Société Générale, UniCredit Bank AG, DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main, Goldman Sachs Bank Europe SE, Lloyds Bank Corporate Markets
Wertpapierhandelsbank GmbH or MUFG Securities (Europe) N.V. (together, the "Joint Lead Managers).
This Prospectus should be read and understood in conjunction with any supplement hereto and with all documents
incorporated herein or therein by reference.
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language constitutes a
translation, except for the Terms and Conditions in respect of which German is the legally binding language.
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May
1998 on the introduction of the Euro, as amended. References to "U.S. dollars", "USD", "U.S. $", "dollar" or "$" are to
the lawful currency of the United States. References to "billions" are to thousands of millions.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an
offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that such recipient should
purchase any Notes.
This Prospectus reflects the status as at its date. The offering, sale and delivery of the Notes and the distribution of the
Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent
to the date hereof or that there has been no adverse change in the financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, none of the Joint Lead Managers, any of their affiliates
or any other person mentioned in the Prospectus, except for the Issuer, accepts responsibility for the accuracy and
completeness of the information contained in this Prospectus or any other documents incorporated by reference and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any
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responsibility for the accuracy and completeness of the information contained in any of these documents. The Joint Lead
Managers have not independently verified any such information and accept no responsibility for the accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer
or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any
such restrictions. For a description of the restrictions see the section "Subscription and Sale of the Notes Selling
Restrictions" below. In particular, the Notes have not been and will not be registered under the Securities Act and are
subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or
delivered within the United States or to U.S. persons as defined in Regulation S under the Securities Act ("Regulation
S").
For the avoidance of doubt, the content of any website referred to in this Prospectus does not form part of this Prospectus
and the information on such websites has not been scrutinised or approved by the CSSF as competent authority under the
Prospectus Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET: PROFESSIONAL INVESTORS AND ECPS
ONLY
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of both
Series of Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND 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 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 (ii) a customer
within the meaning of Directive (EU) 2016/97 (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. 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.
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 Regulation (EU) No 2017/565 as it forms
part of domestic 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 (the "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. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
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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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Lead Managers the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes
are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AKTIENGESELLSCHAFT (THE
"STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"Description of the Issuer and Deutsche Börse Group" and statements elsewhere in this Prospectus relating to, among
other things, the future financial performance, plans and expectations regarding developments in the business of the Issuer
and Deutsche Börse Group. These forward-looking statements are subject to a number of risks, uncertainties, assumptions
and other factors that may cause the actual results, including the financial position and profitability of the Issuer or
Deutsche Börse Group, to be materially different from or worse than those expressed or implied by these forward-looking
statements. Any forward-looking statements in this Prospectus speak only as of the date on which they are made. Neither
the Issuer nor the Joint Lead Manager do assume any obligation to update such forward-looking statements contained
herein or to reflect any change in their respective expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based and to adapt them to future events or developments.
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ALTERNATIVE PERFORMANCE MEASURES
Certain financial measures presented in this Prospectus and in the documents incorporated by reference are not recognised
financial measures under International Financial Reporting Standards as adopted by the European Union ("IFRS")
("Alternative Performance Measures") and may therefore not be considered as an alternative to the financial measures
defined in the accounting standards in accordance with generally accepted accounting principles. The Alternative
Performance Measures are intended to supplement investors' understanding of Deutsche Börse Group's financial
information by providing measures which investors, financial analysts and management use to help evaluate Deutsche
Börse Group's financial leverage and operating performance. Special items which the Issuer does not believe to be
indicative of ongoing business performance are excluded from these calculations so that investors can better evaluate and
analyse historical and future business trends on a consistent basis. Definitions of these Alternative Performance Measures
may not be comparable to similar definitions used by other companies and are not a substitute for similar measures
according to IFRS.
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TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 7
TERMS AND CONDITIONS OF THE 2026 NOTES ..................................................................................................... 27
TERMS AND CONDITIONS OF THE 2031 NOTES ..................................................................................................... 53
USE OF PROCEEDS ....................................................................................................................................................... 81
DESCRIPTION OF THE ISSUER AND DEUTSCHE BÖRSE GROUP........................................................................ 82
TAXATION WARNING ................................................................................................................................................. 107
SUBSCRIPTION AND SALE OF THE NOTES ........................................................................................................... 108
GENERAL INFORMATION ......................................................................................................................................... 111
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................. 113

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RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors and the
other information contained in this Prospectus. Should one or more of the risks described below materialise, this may
have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position and results of
operations (Vermögens-, Finanz- und Ertragslage) or general affairs of the Issuer or the Group. Moreover, if any of these
risks occur, the market value of the Notes and the likelihood that the Issuer will be in a position to fulfil its payment
obligations under the Notes may decrease, in which case the holders of the Notes could lose all or part of their investments.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but
the Issuer may be unable to pay interest (in case of the 2031 Notes), principal or other amounts on or in connection with
the Notes for other unknown reasons than those described below. Additional risks of which the Issuer is not presently
aware could also affect the business operations of Deutsche Börse Group and have a material adverse effect on Deutsche
Börse Group's business activities and financial condition and results of operations. Prospective investors should read this
section and the detailed information set out elsewhere in this Prospectus (including any documents incorporated by
reference herein) and reach their own views prior to making any investment decision. In addition, prospective investors
should bear in mind that several of the mentioned risks may occur simultaneously and that their implication can, possibly
together with other circumstances, thus be intensified.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
Potential investors should, among other things, consider the following:
Risks relating to the Issuer and Deutsche Börse Group
The risk factors in this section are categorised as follows:
·
Operational Risks
·
Business Risks
·
Financial Risks
·
Additional Risks relating to the ISS Acquisition
When a risk factor is relevant in more than one category, such risk factor is presented only under the category deemed to
be the most relevant for such risk factor. The most significant risk factor under each category is presented first. The other
risk factors are not listed by significance or probability of the risk being materialising. The significance is assessed mainly
on the basis of two criteria, (i) the probability that the risk will materialise and (ii) the magnitude of the negative effect
the materialised risk may have on the Issuer and the Group and any Noteholder.
Operational Risks
Insufficient systems capacity and systems failures could adversely affect Deutsche Börse Group's business.
Deutsche Börse Group's business depends on the performance and reliability of complex computer and communications
systems, including upgrades. Heavy use of its platforms and order routing systems during peak trading times or at times
of unusually high market volatility could cause Deutsche Börse Group's systems to operate slowly or even to fail for
periods of time. Failure to maintain systems, ensure security or to ensure sufficient capacity may also result in a temporary
disruption of Deutsche Börse Group's regulatory and reporting functions.
Deutsche Börse Group has experienced systems failures in the past, and it is possible that Deutsche Börse Group will
experience systems failures in the future. Systems failures could be caused by, among other things, periods of insufficient
capacity of network bandwidth, power or telecommunications failures, acts of God, war, terrorism, human error, natural
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disasters, fire, sabotage, hardware or software malfunctions or defects, complications experienced in connection with
system upgrades, computer viruses, intentional acts of vandalism and similar events over which Deutsche Börse Group
has little or no control. Deutsche Börse Group also relies on third parties for systems support. Any interruption in these
third-party services or deterioration in the performance of these services could also be disruptive to its business. In
addition, its systems may be adversely affected by failures of other trading systems, as a result of which it may be required
to suspend trading activity in particular securities or, under certain circumstances, unwind trades.
In the event that any of its systems, or those of its third-party service providers, fail or operate slowly, it may, inter alia,
cause any of the following to occur: unanticipated disruptions in service to exchange members and clients (including
unavailability due to pandemic based events), slower response times or delays in trade executions, incomplete or
inaccurate recording or processing of trades, financial losses and liabilities to clients and litigation or other claims against
Deutsche Börse Group.
If Deutsche Börse Group cannot expand system capacity and performance to handle increased demand, or if its systems
otherwise fail to perform and it experiences disruptions in service, slower response times or delays in introducing new
products and services, then Deutsche Börse Group could incur reputational damage, regulatory sanctions, litigation, loss
of trading share, loss of trading volume and loss of revenues, any of which could also have a material adverse effect on
Deutsche Börse Group's business and cash flows, financial condition and results of operations.
Deutsche Börse Group is subject to significant litigation risks and other liabilities.
Many aspects of Deutsche Börse Group's business involve litigation risks. Some of its other liability risks arise under the
laws and regulations relating to the insurance, tax, anti-money laundering, foreign asset controls and foreign corrupt
practices areas. These risks include, among others, potential liability from disputes over terms of a securities trade or from
claims that a system or operational failure or delay caused monetary losses to a customer, as well as potential liability
from claims that Deutsche Börse Group facilitated an unauthorized transaction or provided materially false or misleading
statements in connection with a transaction. Deutsche Börse Group is involved in, and may continue to be involved in,
allegations of misuse of the intellectual property of others, as well as other commercial disputes.
Although aspects of Deutsche Börse Group's business are protected by contractual arrangements providing for limited or
no liability clauses, Deutsche Börse Group could nevertheless be exposed to substantial liability under German law, U.S.
federal and state laws and court decisions, rules and regulations promulgated by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht  "BaFin"), the U.S. Securities and Exchange
Commission ("SEC"), the U.S. Commodity Futures Trading Commission ("CFTC") or European and other regulators,
and laws and court decisions in the countries where Deutsche Börse Group operates. Deutsche Börse Group could incur
significant expenses defending claims, even those without merit. In addition, an adverse resolution of any lawsuit or claim
against Deutsche Börse Group may require it to pay substantial damages or impose restrictions on how it conducts
business.
Please refer to the section "Description of the Issuer and Deutsche Börse Group Litigation" for a description of
significant legal proceedings of Deutsche Börse Group.
An adverse result with respect to any of these various proceedings could have a material adverse effect on Deutsche Börse
Group's business and cash flows, financial condition and results of operations.
Deutsche Börse Group is subject to complex tax rules in various jurisdictions, and its interpretation and application of
these rules may differ from those of relevant tax authorities, which could result in a liability to material additional taxes,
interest and penalties.
Deutsche Börse Group operates in a number of territories and is accordingly subject to tax in several jurisdictions. The
tax rules to which Deutsche Börse Group is subject are complex, and Deutsche Börse Group must make judgements
(including based on external advice) as to the interpretation and application of these rules. The tax affairs of Deutsche
Börse Group are in the ordinary course reviewed by tax authorities. Those tax authorities may disagree with the
interpretation and/or application of relevant tax rules by Deutsche Börse Group. A challenge by a tax authority in these
8

circumstances might require Deutsche Börse Group to incur costs in connection with litigation against the relevant tax
authority or reaching a settlement with the tax authority and, if the tax authority's challenge is successful, could result in
additional taxes (perhaps together with interest and penalties) being assessed on Deutsche Börse Group, and as a result
an increase in the amount of tax payable by Deutsche Börse Group.
Deutsche Börse Group operates in a highly regulated industry that is constantly developing and may be subject to
censures, fines and other legal proceedings if it fails to comply with its legal and regulatory obligations.
Deutsche Börse Group operates in a highly regulated industry and its various entities are subject to extensive regulation,
including competition and antitrust laws. The securities industry, as well as the banking and financial services industry,
are subject to extensive governmental regulation and could become subject to increased regulatory scrutiny.
Following the financial crisis in 2007 and 2008, there has been and may continue to be an increased demand for more
regulation and stricter oversight. The implementation of new regulation may impose excessive regulatory burdens. A
regulatory trend towards group-wide compliance could also have impacts upon activities or entities that directly are
subject to lesser regulation.
In particular, the regulatory requirements for the risk management of financial institutions have been extended. Examples
are the Mindestanforderungen an das Risikomanagement (German minimum requirements for risk management), the
Circular 12/552 on Central Administration, Internal Governance and Risk Management issued by the CSSF, the European
Banking Recovery and Resolution Directive, respectively, the German Gesetz zur Abschirmung von Risiken und zur
Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen (Act on Ringfencing and Recovery and
Resolution Planning for Credit Institutions and Financial Groups), risk management requirements set out in European
Market Infrastructure Regulation ("EMIR") and Central Securities Despository Regulation ("CSDR"), the principles for
financial market infrastructure of the Financial Stability Board, the Committee on Payments and Market Infrastructures
and the International Organization of Securities Commissions and the act implementing the European Capital
Requirements Directives / Capital Requirements Regulation.
These regulatory requirements directly affect the financial institutions of the Group, Clearstream, Eurex Clearing AG as
well as European Commodity Clearing AG and Nodal Clear, LLC.
In addition, Regulation (EU) 2016/1011 on indices used as benchmarks in financial instruments and financial contracts
or to measure the performance of investment funds (the "Benchmark Regulation"), entered into force in 2018, imposing
new requirements on benchmark providers with regard to their authorisation and governance and the administration of
benchmarks. These requirements also apply to those entities of Deutsche Börse Group which are providing relevant
benchmarks such as, for example, DAX.
The failure to comply with these requirements could result in significant sanctions. As the scope of Deutsche Börse
Group's business expands, it may also become subject to oversight by additional regulatory bodies, either directly with
respect to operating entities or also additionally with respect to holding companies. The classification of Deutsche Börse
Group activities as systemically significant could result in the application of additional regulatory or supervisory
requirements, such as by the European Central Bank.
As a result, Deutsche Börse Group may sustain losses related to a failure to comply with new or existing laws or
regulations. Deutsche Börse Group may also sustain losses if contracts must be renegotiated or if contract terms must be
altered as a result of new laws, regulations, or court decisions. Additionally, Deutsche Börse Group may have greater
responsibility for preventing illegal activities, such as fraud, money laundering, market manipulation, economic sanctions
and embargos, corruption, tax evasion, violations of competition regulations or breaches of banking secrecy and face
increased financial exposure or penalties related to an increased responsibility as a result of new laws or regulations.
Furthermore, non-compliance or inadequate compliance with new or existing laws, inadequate contract terms or court
decisions not adequately observed in customary business practice as well as fraud could lead to losses.
Regulators are vested with broad enforcement powers over exchanges, clearing houses, banks and other financial services
providers in their respective jurisdictions, including powers to censure, fine, issue cease-and-desist orders, prohibit a
9