Obligation Otto GmbH & Co. KG 3.75% ( XS0972058175 ) en EUR

Otto GmbH & Co. KG

100 % ▼

Allemagne

XS0972058175 ( en EUR )

3.75% par an ( paiement annuel )

16/09/2020 - Obligation échue

Prospectus brochure de l'obligation Otto GmbH & CO KG XS0972058175 en EUR 3.75%, échue

1 000 EUR

225 000 000 EUR

Otto GmbH & Co KG est une entreprise allemande de vente au détail et de commerce électronique, connue pour son catalogue et sa présence en ligne, proposant une large gamme de produits.

L'Obligation émise par Otto GmbH & Co. KG ( Allemagne ) , en EUR, avec le code ISIN XS0972058175, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/09/2020

Base Prospectus dated 30 August 2013
This document constitutes the base prospectuse for purposes of Art. 5(4) of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010
(the "Prospectus Directive") of Otto (GmbH & Co KG) relating to issues of non-equity securities ("Non-Equity Securities") within the
meaning of Art. 22 No. 6(4) of Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Prospectus Regulation")
under the Programme (as defined below) (the "Base Prospectus").

OTTO (GMBH & CO KG)
(Hamburg, Federal Republic of Germany)
2,000,000,000 Debt Issuance Programme
Under this Base Prospectus, Otto (GmbH & Co KG) (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 1,000 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 2,000,000,000 (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 price, the maturity and all other specific terms of the Notes which are
applicable to the particular Series and, if applicable, 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 (the "Final Terms") within the meaning of Art. 26(5) of the
Prospectus Regulation.
The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent
authority (the "Competent Authority") under the Prospectus Directive has approved this Base Prospectus as a base prospectus within the
meaning of Art. 5(4) of the Prospectus Directive pursuant to article 7 of the Luxembourg act relating to prospectuses for securities (loi
relative aux prospectus pour valeurs mobilières) dated 10 July 2005, as amended, which implements the Prospectus Directive into
Luxembourg law (the "Luxembourg Prospectus Law"). By approving this Base Prospectus, the CSSF gives no undertaking as to the
economic and financial soundness of the operation or the quality or solvency of the Issuer.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve months
from the date of the publication of this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange and to be
admitted to trading on the Euro MTF operated by the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Euro MTF is a
multilateral trading facility for the purposes of the Investment Services Directive 2004/39/EC and, therefore, not an EU-regulated market.
Notes issued under the Programme may also not be listed at all.
The Notes may be offered to the public in the Grand Duchy of Luxembourg and/or the Republic of Austria and/or the Federal Republic of
Germany and/or The Netherlands into which the Prospectus has been passported in accordance with the respective legal requirements. The
Issuer has requested the CSSF in its capacity as Competent Authority to provide the competent authorities in Germany, Austria and The
Netherlands with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Luxembourg
Prospectus Law and may request the CSSF in its capacity as Competent Authority to provide competent authorities in host Member States
within the European Economic Area with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with
the Luxembourg Prospectus Law (the "Notification"). In the letter case a supplement to the Base Prospectus will be prepared.
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 (the "Exchange Date"),
upon certification as to non-U.S. beneficial ownership. The Notes are intended to be held in a manner which would allow Eurosystem
eligibility. Therefore, the Global Notes will be deposited on the issue date either (i) in classical global note form with Clearstream Banking
AG, Frankfurt am Main ("Clearstream, Frankfurt") or (ii) in new global note form with a common safekeeper for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or any other agreed clearing system. It does
not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations
by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the
Eurosystem eligibility criteria applicable from time to time.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Base
Prospectus is valid for a period of twelve months after its approval.
Arranger
Deutsche Bank
Dealers
BERENBERG
BNP PARIBAS
COMMERZBANK
DEUTSCHE BANK

DZ BANK AG
THE ROYAL BANK OF

SCOTLAND

RESPONSIBILITY STATEMENT
Otto (GmbH & Co KG) (the "Issuer" and, together with its subsidiaries and affiliates taken as a whole, the
"Otto Group" or the "Group"), with its registered office in Hamburg, Germany accepts responsibility for the
information contained in this Base Prospectus and for the information which will be contained in the Final
Terms (as defined herein).
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Base Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below).
NOTICE
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. 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 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 or will they 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 U.S. persons. The term "U.S.
person" has the meaning ascribed to it in the U.S. Internal Revenue Code of 1986, as amended (the "Code")
and regulations thereunder. For a description of certain restrictions on offers and sales of Notes and on
distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or any
Dealer to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any information contained in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor
to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
This Base Prospectus may only be used for the purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Base Prospectus. This Base Prospectus identifies in general terms certain information that a prospective
investor should consider prior to making an investment in the Notes. However, a prospective investor should
conduct its own thorough analysis (including its own accounting, legal and tax analysis) prior to deciding
whether to invest in any Notes issued under the Programme as any evaluation of the suitability for an investor
of an investment in Notes issued under the Programme depends upon a prospective investor's particular
2

financial and other circumstances, as well as on specific terms of the relevant Notes and, if it does not have
experience in financial, business and investment matters sufficient to permit it to make such a determination,
it should consult its financial adviser prior to deciding to make an investment on the suitability of any Notes.
In connection with the issue of any Tranche (as defined below), the Dealer or Dealers (if any) named as the
stabilising manager(s) (the "Stabilising Manager(s)") (or a person acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager(s) (or a person acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 calendar days after the issue date of the relevant Tranche
and 60 calendar days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or a person acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "CHF" are
to the currency of Switzerland, references to "EUR", "euro" and "" are to the currency introduced at the third
stage of European economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union, references to "CNY" are to the currency of the
People's Republic of China, references to "GBP" are to the currency of the United Kingdom and references to
"US$", "USD" and "U.S. dollars" are to the currency of the United States of America.
3

TABLE OF CONTENTS

Page
SUMMARY ....................................................................................................................................................... 5
GERMAN TRANSLATION OF THE SUMMARY .........................................................................................15
RISK FACTORS ...............................................................................................................................................26
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................41
ISSUE PROCEDURES .....................................................................................................................................43
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................45
USE OF PROCEEDS ......................................................................................................................................102
DESCRIPTION OF OTTO (GMBH & CO KG) ............................................................................................103
TAXATION .....................................................................................................................................................121
SUBSCRIPTION AND SALE ........................................................................................................................127
FORM OF FINAL TERMS .............................................................................................................................131
GENERAL INFORMATION ..........................................................................................................................149
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................152

4

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

this Summary should be read as an introduction to the
Base Prospectus;

any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by
the investor;

where a claim relating to the information contained in
the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation
of the Member States, have to bear the costs of
translating the Base Prospectus, before the legal
proceedings are initiated; and

civil liability attaches only to the Issuer who has
tabled the Summary including any translation thereof,
but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts
of the Base Prospectus or it does not provide, when
read together with the other parts of the Base
Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.
A.2
Consent to the use of the Base
Each of [] [and/or each of [] as financial intermediary]
Prospectus
subsequently reselling or finally placing the Notes in the Grand

Duchy of Luxembourg, the Federal Republic of Germany, The
Netherlands and the Republic of Austria is entitled to use the
Base Prospectus for the subsequent resale or final placement of
the Notes during the offer period for the subsequent resale or final
placement of the Notes from [] to [], provided however, that
the Base Prospectus is still valid in accordance with Article 11 of
the Luxembourg act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières) which
implements Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 (as amended by Directive
2010/73/EU of the European Parliament and of the Council of
24 November 2010).
Such Dealer(s) and/or financial intermediary/intermediaries may
use the prospectus for subsequent resale or final placement in the
Grand Duchy of Luxembourg, the Federal Republic of Germany,
The Netherlands and the Republic of Austria, into which the Base
Prospectus has been passported in accordance with the respective
legal requirements.
The Base Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Base Prospectus is available for viewing
in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Base Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it complies
with all applicable laws and regulations in force in the respective
5

jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary, the Dealer and/or the further
financial intermediary shall provide information to investors
on the terms and conditions of the Notes at the time of that
offer.
Any new information with respect to financial intermediaries
unknown at the time of the approval of the Base Prospectus or the
filing of the Final Terms will be published on the internet page
www.ottogroup.com.

Element
Section B Otto (GmbH & Co KG)
B.1
Legal and commercial name
Otto (GmbH & Co KG) (the "Issuer" and, together with its
consolidated subsidiaries, the "Otto Group").
B.2
Domicile / Legal form / Legislation /
The Issuer is a limited partnership whose general partner is a
Country of incorporation
limited liability company (Gesellschaft mit beschränkter Haftung
& Compagnie Kommanditgesellschaft (GmbH & Co KG)). The
Issuer is incorporated and operates under the laws of the Federal
Republic of Germany. The address of the head office is
Wandsbeker Straße 3-7, 22172 Hamburg, Germany.
B.4b
Known trends affecting the Issuer and The Otto Group operates in a competitive environment. Intensive
the industries in which it operates
competition in the retail sector could adversely affect the
financial condition and results of operations of the Issuer.
Especially within the e-commerce sector, competition intensified
over the last years due to low entry barriers and the fast
development of the online market.
B.5
Description of the group and the
The Issuer is the operating company for OTTO, the Otto Group's
Issuer's position within the group
brand with the highest sales, and also acts as holding company
for all of the Otto Group's other operating companies.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.
B.10
Qualifications in the audit report
Not applicable. The audit report does not include any
qualifications.
B.12
Selected historical key financial information

Financial Year Financial Year
1 March 2012 until 1 March 2011 until
28 February 2013 29 February 2012

(audited)
(audited)
in EUR million

Revenue.....................................

11,784
11,597
EBITDA......................................

711
539
EBIT...........................................

388
259
Profit for the
year............................................

144
23
Gross cash flow from operating
activities.....................................

715
628
Free cash
flow.............................................

241
475

28 February 2013 29 February 2012
Equity.........................................

1,910
2,000
Total
assets.........................................

7,643
7,506
Net financial debt (incl. pension
provisions)....................................

2,559
2,392

Trend information
6

There has been no material adverse change in the prospects of the Issuer since 28 February 2013.

Significant change in the financial and trading position
Save for a decrease in revenues at Crate and Barrel and a change to IAS 19, which the Otto Group will
apply retrospectively starting in financial year 2013/14 and which will lead to a restatement of pension
provisions as of 28 February 2013, there has been no significant change in the financial or trading position
of the Issuer or the Otto Group since 28 February 2013.
B.13
Recent developments
Not applicable. There have been no recent events which are to a
material extent relevant to the evaluation of the Issuer's solvency.
B.14.
Statement of dependency upon other
Please see Element B.5
entities within the group
Not applicable. The Issuer is not dependent upon other entities
within the Group. It is the operating company for OTTO and
directly or indirectly holds the respective interest in all of the
Otto Group's other operating companies.
B.15
Principal activities
The Otto Group's activities are divided into three business
segments, namely (i) Multichannel Retail, (ii) Financial Services
and (iii) Services. The Multichannel Retail segment comprises
the Otto Group's domestic and international companies that offer
their products via the three distribution channels e-commerce,
catalogue business and over-the-counter retail. The Financial
Services segment comprises the Otto Group's offer of financial
services, with a focus on retail-related products such as debt
collection, management of debtors, receivables and liquidity, as
well as innovative payment services. The Services segment
combines the Otto Group's logistics and sourcing companies.
B.16
Controlling interest over the Issuer
Limited Partners (Kommanditisten) of the Issuer are OTTO
Aktiengesellschaft für Beteiligungen, GS Gesellschaft für
Versand-Beteiligungen m.b.H. and Kommanditgesellschaft
AURUM Beteiligungs- und Verwaltungs-G.m.b.H. & Co. These
companies directly hold 100% of the limited partnership interests.
Beneficial owner of the Issuer is the Otto family with an interest
of more than 98%.
B.17
Credit ratings of the Issuer or its debt
Not applicable. The Issuer has not received any credit rating.
securities

Element
Section C The Notes
C.1
Class and type of the Notes / security
Class
identification number

[Fixed rate Notes]

[Floating rate Notes]

Security Identification Number(s)
[Common Code]
[WKN]

[ISIN]
C.2
Currency
The Notes are issued in [specified currency].
C.5
Restrictions on free transferability
Not applicable. The Notes are freely transferable.
C.8
Rights attached to the Notes
The Notes can be redeemed in whole or in part at their specified
(including limitations to those rights
denomination on the maturity date.
and ranking of the Notes)
The Notes can be redeemed prior to their stated maturity at the
option of the holders of the Notes (the "Noteholders") upon the
occurrence of an event of default [and/or at the option of the
Noteholders on the redemption date(s) at its specified
denomination together with accrued interest].

Early redemption in an event of default:
7

The Notes provide for events of default entitling Noteholders to
demand immediate redemption of Notes at their specified
denomination plus accrued interest.

[Early redemption at the option of the Noteholder at the
specified denomination together with accrued interest:

The Notes can be redeemed at the option of the Noteholder upon
giving notice within the notice period on a redemption date at the
specified denomination together with accrued interest.]

[Resolutions of Noteholders:

In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz "SchVG") the Notes contain
provisions pursuant to which the Noteholders consent by
resolution to amendments of the terms and conditions of the
Notes (upon the Issuer's decision to amend the terms and
conditions of the Notes) and pursuant to which the Noteholders
decide upon certain other matters regarding the Notes.
Resolutions of Noteholders properly adopted, will be exclusively
passed by vote taken without a meeting and are binding upon all
Noteholders. Resolutions providing for material amendments to
the terms and conditions of the Notes require a majority of not
less than 75% of the votes cast. Resolutions regarding other
amendments are passed by a simple majority of the votes cast.]

Negative pledge

The terms and conditions of the Notes contain a negative pledge
provision of the Issuer.

Status of the Notes

The Notes constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer ranking pari passu
among themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, present or future, except
for any obligations preferred by mandatory provisions of law.

The Notes can be redeemed prior to their stated maturity at the
option of the Issuer for tax reasons and/or following a change of
control [and/or on the redemption date(s) at its specified
denomination together with accrued interest] [in the case of
fixed rate Notes: and/or on a redemption date at the early
redemption amount, or, if higher, at the present value together
with accrued interest].

Early redemption for tax reasons:

Early Redemption of the Notes for tax reasons will be permitted,
if as a result of any change in, or amendment to, the laws (or any
rules or regulations thereunder) of the Federal Republic of
Germany or any political subdivision or any authority of or in the
Federal Republic of Germany having power to tax, or as a result
of any change in, or amendment to, the official interpretation or
application of any such laws, rules or regulations by any
legislative body, court, governmental agency or regulatory
authority the Issuer has or will become obliged to pay additional
amounts.

Early redemption following a change of control:
8

Early redemption of the Notes following a change of control will
be permitted, if any person or persons, who on the issue date
were not partners of the Issuer or shareholders of its general
partner, acting in concert (as defined in § 22 (2) of the German
Securities Trading Act (Wertpapierhandelsgesetz - WpHG) or
any person or persons acting on behalf of any such person(s), at
any time directly or indirectly acquire(s) (i) more than 50% of
the limited liability capital (Kommanditkapital) of the Issuer or
more than 50% of the share capital (Stammkapital) of its general
partner or (ii) such number of partnership interests (Anteile am
Kommanditkapital) of the Issuer or shares in the capital (Anteile
am Stammkapital) of its general partner carrying more than 50%
of the voting rights exercisable at respective general meetings of
the Issuer or its general partner.

[Early redemption at the option of the Issuer at the specified
denomination together with accrued interest in the case of
fixed rate Notes:

The Notes can be redeemed in whole but not in part at the option
of the Issuer at any time upon giving notice within the specified
notice period to the Noteholders at the specified denomination
together with accrued interest on the redemption date specified in
the notice.]

[Early redemption at the option of the Issuer at the specified
denomination together with accrued interest in the case of
floating rate Notes:

The Notes can be redeemed in whole but not in part at the option
of the Issuer on any interest payment date upon giving notice
within the specified notice period to the Noteholders at the
specified denomination together with accrued interest on the
redemption date specified in the notice.]

[Early redemption at the option of the Issuer at the specified
denomination, or, if higher, the present value, in the case of
fixed rate Notes:

The Notes can be redeemed in whole but not in part at the option
of the Issuer at any time upon giving notice within the specified
notice period on a redemption date specified in the notice at the
specified denomination, or, if higher, at the present value of a
Note together with accrued interest.]
C.9
Interest rate
Please see Element C.8.
[[] per cent. per annum in the case of fixed rate Notes.]

[In the case of floating rate Notes [EURIBOR][LIBOR for the
specified currency] [[plus][minus] the margin of [] per cent. per
annum] for the specified interest period.]
[In the case of floating rate Notes with a minimum rate of
interest, the following applies: If the rate of interest in respect of
any interest period determined in accordance with the above
provisions is less than a specified minimum rate of interest, the
rate of interest for such interest period shall be the specified
minimum rate of interest.]
[In the case of floating rate Notes with a maximum rate of
interest, the following applies: If the rate of interest in respect of
any interest period determined in accordance with the above
provisions is greater than a specified maximum rate of interest,
the rate of Interest for such Interest Period shall be the specified
maximum rate of interest.]

Interest commencement date
[]

Interest payment dates
[]

9

Underlying on which interest rate is
[Not applicable in the case of fixed rate Notes. The interest rate
based
is not based on an underlying.]

[[EURIBOR][LIBOR] for the specified currency.]

Maturity date including repayment
[[] in the case of fixed rate Notes.]
procedures

[In the case of floating rate Notes [[·] in case of a specified
maturity date] [in case of a redemption month [the interest
payment date falling in [the redemption month and year]].]

Payment of principal and interest in respect of Notes shall be
made to the Clearing System or to its order for credit to the
relevant account holders of the Clearing System.

Indication of yield
[[]%.]

[Not applicable in the case of floating rate Notes. No yield is
calculated.]

Amortisation yield
Not applicable.

Name of joint representative of the
[Not applicable. No joint representative has been designated in
Noteholders
the terms and conditions of the Notes.]

[]
C.10
Explanation how the value of the
Please see Element C.9
investment is affected in the case the
Not applicable. The interest payment has no derivative
Notes have a derivative component in
component.
the interest payment
C.11/C.21
Admission to listing and to trading on
[Not applicable.] [The Notes will be admitted to trading on the
a regulated market or equivalent
[Euro MTF of the Luxemburg Stock Exchange] []]
market

Element
Section D Risks
D.2
Key information on the key risks that

are specific to the Issuer

Intensive competition in the retail sector could adversely impact
the financial condition and results of operations of the Issuer.

A significant portion of sales is exposed to the risk of constantly
changing customer tastes and fashion trends.

The Otto Group has a substantial volume of trade receivables and
the payment of these receivables depends on the creditworthiness
of the customer and ultimately on the macroeconomic situation.

The Otto Group extends loans to private individuals. There is a
risk that the borrowers may default on their obligations to the
Otto Group due to bankruptcy, lack of liquidity, or for other
reasons.

The Otto Group has global sourcing and selling activities and a
number of subsidiaries which are not located in the Euro zone.
As a result, the Otto Group is affected by fluctuations in currency
exchange rates.

The Otto Group's business success depends considerably on the
quality of its employees. A loss of important employees could
have a negative impact on the Otto Group's financial condition
and results of operations.

The Issuer has implemented a highly sophisticated logistics
network that is vulnerable to external shocks not under control of
the Issuer.

The Otto Group uses information technology intensively in
critical business processes. Despite extensive measures for data
protection and the bypass of system losses, operational faults
10