Obligation Vonovia SE 0.75% ( DE000A3MP4V7 ) en EUR

Vonovia SE

68.565 % ▲

Allemagne

DE000A3MP4V7 ( en EUR )

0.75% par an ( paiement annuel )

31/08/2032

Prospectus brochure de l'obligation Vonovia SE DE000A3MP4V7 en EUR 0.75%, échéance 31/08/2032

100 000 EUR

1 250 000 000 EUR

01/09/2024 ( Dans 104 jours )

L'Obligation émise par Vonovia SE ( Allemagne ) , en EUR, avec le code ISIN DE000A3MP4V7, paye un coupon de 0.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/08/2032

Base Prospectus dated 2 April 2024
This document constitutes a base prospectus for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (the "Prospectus Regulation") relating to issues of non-equity securities within the meaning of Art. 2(c) of the
Prospectus Regulation under the Programme (as defined below) by Vonovia SE.
Vonovia SE
(incorporated in Germany as a European Company (Societas Europaea))
EUR 40,000,000,000 Debt Issuance Programme
Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus"), Vonovia SE (the
"Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue unsubordinated bearer
notes in a minimum denomination of EUR 100,000 per Note (together the "Notes"). The aggregate principal amount of Notes issued under
the Debt Issuance Programme described in this Base Prospectus (the "Programme") outstanding will not at any time exceed
EUR 40,000,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices and maturities of the
Notes and all other terms and conditions which are applicable to a particular Tranche of Notes (each term as defined below, see "General
description of the Programme") will be set out in the document containing the final terms (each "Final Terms") within the meaning of
Art. 8(4) of the Prospectus Regulation.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as competent
authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation and gives no undertakings as to the economic and financial
soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of article 6(4) of the Luxembourg act relating
to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16 July 2019 (the "Luxembourg Prospectus
Law"). Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this
Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on 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 "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). However, Notes may be listed on any other stock
exchange or may be unlisted as specified in the relevant Final Terms.
This Base Prospectus and any supplement to this Base Prospectus will be published in electronic form together with all documents
incorporated by reference on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website of Vonovia
(www.vonovia.com). This Base Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration of
2 April 2025.
The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies does
not apply when this Base Prospectus is no longer valid.
This Base 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 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 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 11 of this Base Prospectus.
Arranger
Société Générale Corporate & Investment Banking
Dealers
BNP PARIBAS
BofA Securities
Commerzbank
Deutsche Bank
Goldman Sachs Bank Europe
ING
J.P. Morgan
Mizuho
SE
Morgan Stanley
Société Générale Corporate
UBS Investment Bank
UniCredit
& Investment Banking

RESPONSIBILITY STATEMENT
Vonovia SE (the "Issuer", together with its consolidated subsidiaries, "Vonovia" or the "Group") with its registered office in
Bochum, Germany accepts responsibility for the information contained in and incorporated by reference into this Base
Prospectus and for the information which will be contained in the Final Terms.
The Issuer hereby declares that to the best of its knowledge the information contained in this Base Prospectus for which it is
responsible is in accordance with the facts and that this Base Prospectus makes no omission likely to affect its import.
NOTICE
This Base Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents
incorporated herein by reference (see "Documents Incorporated by Reference" below). Full information on the Issuer and any
Tranche of Notes is only available on the basis of the combination of the Base Prospectus, any supplement thereto and the
relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those contained in this Base
Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer, the Arranger or any Dealer (as defined in "General Description of the
Programme").
Neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuer, is
responsible for the information contained in this Base Prospectus or any supplement thereto, or any Final Terms or any other
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.
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other
information supplied in connection with the Programme is correct as of 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 Base Prospectus, any supplement thereto and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Arranger
and the Dealers to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the U.S. 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. The Notes will be issued in
bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold
or delivered within the United States or to, or for the account or benefit of, any U.S. person. The term "U.S. person" has the
meaning ascribed to it in Regulation S under the Securities Act ("Regulation S") and the U.S. Internal Revenue Code of 1986,
as amended (the "Code") and regulations thereunder. The Notes are being offered and sold outside the United States to non-
U.S. persons pursuant to Regulation S and may not be legally or beneficially owned at any time by any U.S. person. For a
description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription
and Sale - Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuer or any Dealer that any recipient of
this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or
any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the Issuer.
The language of the Base Prospectus except for the form of terms and conditions of the Notes (the "Terms and Conditions")
is English. The binding language of the terms and conditions of each Series of Notes will be specified in the respective Final
Terms.
The following terms as used in this Base Prospectus or any supplement thereto, or any Final Terms have the following
meanings: all references to "" or "EUR" are to Euro, all references to "SEK" are to Swedish krona, all references to "CHF"
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are to Swiss Francs, all references to "Sterling" "GBP" and "£" are to British Pounds, all references to "Yen", "JPY" and "¥"
are to Japanese Yen, all references to "CAD" or "C.$" are to Canadian dollar and all references to "U.S. dollars", "U.S. $",
"USD" and "$" are to United States dollars.
Certain financial information (including percentages) in the Base Prospectus have been rounded in accordance with
commercial rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the
preceding figures.
The information on any website referred to in this Base Prospectus does not form part of the Base Prospectus and has not been
scrutinized or approved by the CSSF unless that information is incorporated by reference into the Base Prospectus.
GREEN BONDS, SOCIAL BONDS OR SUSTAINABILITY BONDS
The Final Terms relating to any specific Tranche of Notes may provide that the Issuer will apply an amount equivalent to the
net proceeds from the issuance of such Tranche of Notes specifically for projects and assets that promote social and/or
environmental purposes ("Eligible Green and Social Assets"). Vonovia has established a framework for such issuances which
further specifies the eligibility criteria for such Eligible Green and Social Assets (the "Sustainable Finance Framework")
based on the recommendations included in the voluntary process guidelines for issuing green, social and sustainability bonds
published by the International Capital Market Association ("ICMA") (the "ICMA Green Bond Principles", the "ICMA
Social Bond Principles", the "ICMA Sustainability Bond Guidelines" and together, the "ICMA Sustainable Bond
Principles").
A second party opinion (the "ISS Opinion") on the (i) alignment of the Sustainable Finance Framework with the ICMA
Sustainable Bond Principles and, on a best efforts basis, (ii) on the alignment of Vonovia's asset selection process and company
policies for the nominated use of proceeds project categories, with the relevant climate change mitigation, "do not significant
harm criteria" (DNSH) and minimum social safeguards requirements of the Delegated Act Supplementing Regulation (EU)
2020/852 (June 2021) (the "EU Taxonomy Climate Delegated Act"), has been provided by ISS ESG and is available on the
website of the Issuer.
For a summary of the Sustainable Finance Framework please refer to the section "Summary of the Sustainable Finance
Framework" in this Base Prospectus.
Neither the Sustainable Finance Framework nor the ISS Opinion are incorporated into or forms part of this Base Prospectus.
None of the Dealers, the Arranger, any of their respective affiliates or any other person mentioned in the Base 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 Dealers and the Arranger have not undertaken, nor are responsible for, any assessment of
the Sustainable Finance Framework or the Eligible Green and Social Assets, any verification of whether any Eligible Green
and Social Asset meets the criteria set out in the Sustainable Finance Framework or the monitoring of the use of proceeds.
Notes issued under the Programme will not qualify as "European Green Bonds". Any Tranche of Notes issued under this
Programme and referred to as "green bond" will only comply with the criteria and processes set out in the Issuer's Sustainable
Finance Framework.
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 Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
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 (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.
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
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
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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.
PRIIPS REGULATION / EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (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. Where such a Prohibition of Sales to EEA Retail
Investors is included in the 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 such 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 UK Retail Investors", the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the United Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means
a person who is one (or more) of the following: (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. Where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms, 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 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.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
(THE "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall
be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)
and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,
as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and
that are also permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or damages if an offering memorandum (as defined in applicable
securities legislation) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor. In relation to offers of Notes in the provinces of Alberta, British Columbia or
Ontario only, the Dealers and any further Dealers appointed under the Programme, are not required to comply with the
disclosure requirements of National Instrument 33-105 Underwriting Conflicts regarding underwriter conflicts of interest in
connection with an offering of Notes.
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BENCHMARKS REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under floating rate notes issued under this Programme are calculated by reference to (i) the Euro
Interbank Offered Rate ("EURIBOR"), which is provided by the European Money Markets Institute ("EMMI"); (ii) the
Stockholm Interbank Offered Rate ("STIBOR"), which is provided by the Swedish Financial Benchmark Facility AB
("SFBF"); or the Tokyo Overnight Average Rate ("TONA"), which is provided by the Bank of Japan. As at the date of this
Base Prospectus, EMMI and SFBF 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 of the European
Parliament and of the Council of 8 June 2016, as amended (the "Benchmarks Regulation"). As far as the Issuer is aware, the
exemption set out in point (a) of Article 2(2) of the Benchmarks Regulation applies to the Bank of Japan, so that TONA may
be used without any recognition, endorsement or equivalence.
In case Notes are issued which make reference to another benchmark or in case there was a change to any of the above-named
benchmarks, the applicable Final Terms will specify the name of the specific benchmark and the relevant administrator. In
such case, the applicable Final Terms will further specify if the relevant administrator is included in the ESMA register or
whether the transitional provisions in Article 51 of the Benchmarks Regulation apply.
STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named as stabilisation
manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilisation manager) may over-allot Notes or
effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin 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 stabilisation action or over-allotment must be conducted by the relevant
stabilisation manager(s) (or person(s) acting on behalf of any stabilisation manager(s)) in accordance with all applicable laws
and rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet
determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms
and phrases, including references and assumptions. This applies, in particular, to statements in this Base Prospectus containing
information on future earning capacity, plans and expectations regarding the Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base 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 Group's financial condition and results of operations, to differ materially from and be
worse than results that have expressly or implicitly been assumed or described in these forward-looking statements. The
Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate
or prediction in this Base Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following
sections of this Base Prospectus: "Risk Factors" and "Description of the Issuer and the Group". These sections include more
detailed descriptions of factors that might have an impact on the Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not occur. In addition,
neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking statement
or to conform these forward-looking statements to actual events or developments.
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 EPRA, S&P Global, CDP, Sustainalytics,
MSCI and ISS ESG, among others, through Environmental, Social and Governance ratings ("ESG ratings"). Please refer to
the section "Description of the Issuer and the Group - Sustainability" 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
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determine for themselves the relevance of any such ESG ratings information contained in this Base Prospectus or elsewhere
in making an investment decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the Issuer, 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 Base Prospectus).
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 8
RISK FACTORS .................................................................................................................................. 11
ISSUE PROCEDURES ........................................................................................................................ 35
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 37
FORM OF FINAL TERMS ................................................................................................................ 144
DESCRIPTION OF THE ISSUER AND THE GROUP .................................................................... 163
USE OF PROCEEDS ......................................................................................................................... 179
SUSTAINABLE FINANCE FRAMEWORK .................................................................................... 180
TAXATION WARNING.................................................................................................................... 182
SUBSCRIPTION AND SALE ........................................................................................................... 183
GENERAL INFORMATION ............................................................................................................. 187
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................... 189
NAMES AND ADDRESSES ............................................................................................................. 192
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GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Vonovia SE, subject to compliance with all relevant laws, regulations and directives, may from time
to time issue notes (the "Notes") to one or more of the following Dealers: BNP Paribas, BofA Securities Europe SA,
Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, ING Bank N.V., J.P.
Morgan SE, Mizuho Securities Europe GmbH, Morgan Stanley Europe SE, Société Générale, UBS AG London Branch,
UniCredit Bank GmbH and any additional Dealer appointed under the Programme from time to time by the Issuer which
appointment may be for a specific issue or on an ongoing basis (together, the "Dealers").
Société Générale acts as arranger in respect of the Programme (the "Arranger").
Deutsche Bank Luxembourg S.A. acts as listing agent (the "Listing Agent").
Deutsche Bank Aktiengesellschaft acts as fiscal agent (the "Fiscal Agent") and paying agent (the "Paying Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed
EUR 40,000,000,000 (or its equivalent in any other currency) (the "Programme Amount"). The Issuer may increase the
Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein) from time to time.
Prospectus
Notes issued under the Programme may be issued either: (1) pursuant to this Base Prospectus and associated Final Terms; or
(2) pursuant to a Specific Prospectus (as defined below); or (3) in relation to Notes not admitted to trading on a regulated
market of, any member state of the European Economic Area, in such form as agreed between the Issuer, the relevant Dealer(s)
and, if relevant for the Fiscal Agent, the Fiscal Agent.
"Specific Prospectus" means any prospectus prepared by the Issuer in relation to Notes issued under the Programme and
having terms not contemplated by the Base Prospectus as Option I or Option II, which may incorporate by reference certain
parts of the Base Prospectus and which constitutes a prospectus for the purposes of Article 6 para. 3 of the Prospectus
Regulation, including any documents which are from time to time incorporated by reference in the Specific Prospectus, as
such Specific Prospectus is amended, supplemented or replaced from time to time.
Issues of Notes
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes issued under this Base Prospectus will be issued as fixed rate notes (the "Fixed Rate Notes"), non-interest bearing
notes (the "Non-interest Bearing Notes") or floating rate notes (the "Floating Rate Notes").
Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical
other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all
other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The
specific terms of each Tranche (which will be completed, where necessary, with the relevant Terms and Conditions and, save
in respect of the issue date, issue price, first payment of interest (if any) and nominal amount of the Tranche, will be identical
to the terms of other Tranches of the same Series) will be completed in the final terms.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount or at a discount or premium
to their principal amount. The Issue Price for the Notes of any Tranche issued on a syndicated basis will be determined at the
time of pricing on the basis of a yield which will be determined on the basis of the orders of the investors which are received
by the Dealers during the placement of such Notes. Orders will specify a minimum yield and may only be confirmed at or
above such yield. The resulting yield will be used to determine the Issue Price.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated
in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro, EUR 100,000, and, if in
any currency other than euro, an amount in such other currency at least equivalent to EUR 100,000 at the time of the issue of
Notes. Subject to any applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may be
issued in euro or any other currency.
Notes will be issued with such maturities as may be agreed between the Issuer and the relevant Dealer(s), subject to such
minimum or maximum maturities as may be allowed or required from time to time by any laws, regulations and directives
applicable to the Issuer or the relevant currency. However, Notes will be issued with a minimum maturity of twelve months
or more.
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The principal amount of the Notes, the currency, the interest payable in respect of the Notes, if any, the Issue Price and
maturities of the Notes which are applicable to a particular Tranche will be set out in the relevant Final Terms.
The yield for Fixed Rate Notes and Non-interest Bearing Notes will be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest (if any) on a daily basis.
Form of Notes
Each Series of Notes will either be represented by one or more physical global bearer notes (such Series: "Physical Notes")
or represented by an electronic central register security (such Series: "Electronic Notes").
Physical Notes
The relevant Series of Notes (or each Tranche of such Series, as the case may be) (i) will be issued in accordance with U.S.
Treas. Reg. § 1.1635 (c)(2)(i)(D) (the "TEFRA D-Rules"); or (ii) will be issued in accordance with U.S. Treas. Reg. § 1.163
5 (c)(2)(i)(C) (the "TEFRA C-Rules").
Series of Notes with respect to which the TEFRA C-Rules (as further described under the heading "Subscription and Sale -
Selling Restrictions United States of America") apply will be represented by a permanent global note (each a "Permanent
Global Note").
Series of Notes with respect to which the TEFRA D-Rules (as further described under the heading "Subscription and Sale -
Selling Restrictions United States of America") apply will initially be represented by a temporary global note (each a
"Temporary Global Note"). The Temporary Global Note will be exchanged for a Permanent Global Note not earlier than 40
days after the date on which such Temporary Global Note is issued and upon certification of non-U.S. beneficial ownership
thereof or otherwise as required by U.S. Treasury Regulations in accordance with the terms of such Temporary Global Note
and as specified in the relevant Final Terms.
The Notes will be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
Electronic Notes
If so specified in the relevant Final Terms, the relevant Series of Notes will be represented by a central register security
pursuant to § 4 para. 2 of the German Electronic Securities Act (Gesetz über elektronische Wertpapiere "eWpG") (a
"Central Register Security") and will be entered into a central securities register pursuant to § 12 eWpG (such register, a
"Central Securities Register") operated by Clearstream Banking AG, Frankfurt am Main (the "Central Registrar").
For the issuance of Central Register Securities, the Central Registrar will use its proprietary digital platform D7 Digitiser
("D7 Digitiser"). Upon instruction of the Issuer via the D7 Digitiser to the Central Registrar, the Notes will be issued by the
Central Registrar by making the respective entries into the Central Securities Register while referencing the Terms and
Conditions of the relevant Series, which will be submitted (niedergelegt) to the Central Registrar by or on behalf of the Issuer
prior to the issuance of the relevant Series of Notes.
The Central Registrar is entered into the Central Securities Register as the holder (Inhaber) of each Central Register Security
in collective entry (Sammeleintragung) pursuant to § 8 para. 1 no. 1 eWpG for the aggregate principal amount of the Notes of
the relevant Series issued and holds such Notes in trust for the relevant Noteholders of such Series as the beneficiaries
(Berechtigte) within the meaning of § 3 para. 2 eWpG.
Central Register Securities in collective entry (Sammeleintragung) are deemed pursuant to § 9 para. 1 sentence 1 eWpG to
form a collective securities inventory (Wertpapiersammelbestand) in which the relevant Noteholders hold proportional co-
ownership interests or similar rights transferrable in accordance with applicable law and the rules and regulations of CBF as
the relevant clearing system.
No physical global note certificate (Sammelurkunde) or definitive note certificates and interest coupons will be issued for such
Series of Notes and any claim of the relevant Noteholders to request to change the entry of the Central Register Securities from
collective to individual entry (Einzeleintragung) or to request to exchange the Central Register Security for a global note
certificate (Sammelurkunde) or for definitive note certificates is explicitly excluded.
Distribution of Notes
Notes may be distributed on a syndicated or non-syndicated basis. The Notes may only be offered to qualified investors in
accordance with applicable law.
The offer and distribution of any Notes of any Tranche will be subject to selling restrictions, including those for the United
States, the European Economic Area and the United Kingdom. See section "Subscription and Sale" below.
9

The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" and/or "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 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 and/or
the FCA Handbook Product Intervention and Product Governance Sourcebook 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.
Listing of Notes and admission to Trading
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on 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 "Bourse de Luxembourg", appearing on the list of regulated markets issued by the European
Commission. The Luxembourg Stock Exchange's regulated market is a regulated market included on the list of regulated
markets published by ESMA for the purposes of MiFID II. However, Notes may be listed on any other stock exchange, subject
to the notification of the Base Prospectus in accordance with Art. 25 of the Prospectus Regulation, or may be unlisted as
specified in the relevant Final Terms.
10

Document Outline

EUR 40,000,000,000 Debt Issuance Programme
The German Corporate Governance Code, as amended on 28 April 2022, (the "Code") makes proposals concerning the management and supervision of German listed companies. It is based on internationally and nationally recognized standards of good, responsib...
Since the listing of the shares of the Issuer on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub segment of the regulated market with additional post...
The Issuer currently complies with and intends to further comply with all recommendations in the Code with the following exception:
G.13 sentence 2 of the 2022 Code specifies that, if post-contractual non-compete clauses apply, the severance payments shall be taken into account in the calculation of any compensation payments. Due to grandfathering rights, this recommendation has n...