Obligation Grenke GmbH 1.125% ( XS1527138272 ) en EUR

Société émettrice Grenke GmbH
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  XS1527138272 ( en EUR )
Coupon 1.125% par an ( paiement annuel )
Echéance 01/02/2022 - Obligation échue



Prospectus brochure de l'obligation Grenke AG XS1527138272 en EUR 1.125%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 175 000 000 EUR
Description détaillée Grenke AG est une société allemande spécialisée dans le financement de biens d'équipement, proposant des solutions de location et de leasing à ses clients.

L'Obligation émise par Grenke GmbH ( Allemagne ) , en EUR, avec le code ISIN XS1527138272, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/02/2022







In case of Notes listed on the official list and admitted to trading on the Regulated Market (which is a
regulated market for the purposes of the Market and Financial Instruments Directive 2004/39/EC) of the
Luxembourg Stock Exchange, or publicly offered in the Grand Duchy of Luxembourg, the Final Terms will be
displayed on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes offered
to the public in one or more member states of the European Economic Area other than the Grand Duchy of
Luxembourg,
the
Final
Terms
will
be
displayed
on
the
website
of
GRENKE
AG
(http://www.grenke.de/en/investor-relations.html).
24 November 2016
24. November 2016
Final Terms
Endgültige Bedingungen
GRENKE FINANCE PLC
150,000,000 1.125% Notes due 2 February 2022
150.000.000 1,125% Schuldverschreibungen fällig 2. Februar 2022
Series No.: 6 / Tranche No.: 1
Serien Nr.: 6 / Tranche Nr.: 1
Issue Date: 29 November 2016
Tag der Begebung: 29. November 2016
issued pursuant to the 1,500,000,000 Debt Issuance Programme dated 12 February 2016
begeben aufgrund des 1.500.000.000 Debt Issuance Programme vom 12. Februar 2016
Important Notice
These Final Terms have been prepared for the purpose of Article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as amended, and must be read in conjunction
with the Debt Issuance Programme Prospectus pertaining to the Programme dated 12 February 2016 (the
"Prospectus") and the supplement dated 6 September 2016. The Prospectus and any supplement thereto
are available for viewing in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of GRENKE AG (http://www.grenke.de/en/investor-relations.html) and
copies may be obtained at GRENKE AG, Neuer Markt 2, 76532 Baden-Baden, Federal Republic of
Germany, and GRENKE FINANCE PLC, Q House, Suite 306, Furze Road, Sandyford Industrial Estate,
Dublin 18, Ireland. Full information is only available on the basis of the combination of the Prospectus, any
supplement and these Final Terms. A summary of the individual issue of the Notes is annexed to these Final
Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG
des Europäischen Parlaments und des Rates vom 4. November 2003, in der geänderten Fassung, abgefasst
und sind in Verbindung mit dem Debt Issuance Programme Prospekt vom 12. Februar 2016 über das
Programm (der "Prospekt") und dem Nachtrag dazu vom 6. September 2016 zu lesen. Der Prospekt sowie
etwaige Nachträge können in elektronischer Form auf der Internetseite der Luxemburger Börse
(www.bourse.lu) und der Internetseite der GRENKE AG (http://www.grenke.de/en/investor-relations.html)
eingesehen werden. Kopien sind erhältlich bei GRENKE AG, Neuer Markt 2, 76532 Baden-Baden,
Bundesrepublik Deutschland, und bei GRENKE FINANCE PLC, Q House, Suite 306, Furze Road, Sandyford
Industrial Estate, Dublin 18, Irland. Um sämtliche Angaben zu erhalten, sind die Endgültigen Bedingungen,
der Prospekt und etwaige Nachträge im Zusammenhang zu lesen. Eine Zusammenfassung der einzelnen
Emission der Schuldverschreibungen ist diesen Endgültigen Bedingungen angefügt.
1


Part I.: TERMS AND CONDITIONS
Teil I.: ANLEIHEBEDINGUNGEN
The Terms and Conditions applicable to the Notes (the "Conditions") and the English language translation
thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.
TERMS AND CONDITIONS OF THE NOTES
(ENGLISH LANGUAGE VERSION)
§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS
(1) Currency; Denomination. This Series of Notes (the "Notes") of GRENKE FINANCE PLC ("GRENKE
FINANCE PLC" or the "Issuer") is being issued in euro ("") (the "Specified Currency") in the aggregate
principal amount (subject to § 1(4)) of 150,000,000 (in words: euro one hundred and fifty million) in a
denomination of 1,000 (the "Specified Denomination").
(2) Form. The Notes are in bearer form.
(3) Temporary Global Note ­ Exchange.
(a)
The Notes are initially represented by a temporary global note (the "Temporary Global Note")
without coupons. The Temporary Global Note will be exchangeable for Notes in the Specified
Denomination represented by a permanent global note (the "Permanent Global Note") without
coupons. The Temporary Global Note and the Permanent Global Note shall each be signed by two
authorised signatories of the Issuer and shall each be authenticated by or on behalf of the Fiscal
Agent. Definitive Notes and interest coupons will not be issued.
(b)
The Temporary Global Note shall be exchangeable for the Permanent Global Note from a date (the
"Exchange Date") 40 days after the date of issue of the Temporary Global Note. Such exchange
shall only be made upon delivery of certifications to the effect that the beneficial owner or owners of
the Notes represented by the Temporary Global Note is not a U. S. person (other than certain
financial institutions or certain persons holding Notes through such financial institutions) as required
by U.S. tax law. Payment of interest on Notes represented by a Temporary Global Note will be
made only after delivery of such certifications. A separate certification shall be required in respect
of each such payment of interest. Any such certification received on or after the 40th day after the
date of issue of the Temporary Global Note will be treated as a request to exchange such
Temporary Global Note pursuant to this subparagraph (b) of this § 1(3). Any securities delivered in
exchange for the Temporary Global Note shall be delivered only outside of the United States. For
purposes of these Terms and Conditions, "United States" means the United States of America
(including the States thereof and the District of Columbia) and its possessions (including Puerto
Rico, the U. S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands).
(4) Clearing System. The global note representing the Notes will be kept in custody by or on behalf of the
Clearing System until all obligations of the Issuer under the Notes have been satisfied. "Clearing
System" means each of the following: Clearstream Banking, société anonyme, 42 Avenue JF Kennedy,
1855 Luxembourg, Grand Duchy of Luxembourg ("CBL") and Euroclear Bank SA/NV, Boulevard du Roi
Albert II, 1210 Brussels, Belgium ("Euroclear"), (CBL and Euroclear each an "ICSD" and together the
"ICSDs") and any successor in such capacity.
The Notes are issued in new global note ("NGN") form and are kept in custody by a common safekeeper
on behalf of both ICSDs.
The aggregate principal amount of Notes represented by the global note shall be the aggregate amount
from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression
means the records that each ICSD holds for its customers which reflect the amount of such customer's
interest in the Notes) shall be conclusive evidence of the aggregate principal amount of Notes
represented by the global note and, for these purposes, a statement issued by an ICSD stating the
amount of Notes so represented at any time shall be conclusive evidence of the records of the relevant
2


ICSD at that time.
On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any
of the Notes represented by the global note the Issuer shall procure that details of any redemption,
payment or purchase and cancellation (as the case may be) in respect of the global note shall be entered
pro rata in the records of the ICSDs and, upon any such entry being made, the aggregate principal
amount of the Notes recorded in the records of the ICSDs and represented by the global note shall be
reduced by the aggregate principal amount of the Notes so redeemed or purchased and cancelled.
On an exchange of a portion only of the Notes represented by a Temporary Global Note, the Issuer shall
procure that details of such exchange shall be entered pro rata in the records of the ICSDs.
(5) Holder of Notes. "Holder" means any Holder of a proportionate co-ownership or other beneficial
interest or right in the Notes.
(6) Referenced Conditions. The Terms and Conditions fully refer to the provisions set out in Schedule 5
of the Amended and Restated Fiscal Agency Agreement dated 12 February 2016 (the "Agency
Agreement") between the Issuer and Deutsche Bank Aktiengesellschaft acting as Fiscal Agent and
Paying Agent (on display on www.bourse.lu) containing primarily the procedural provisions regarding
resolutions of Holders shall be fully incorporated into the Terms and Conditions.
§ 2
STATUS, NEGATIVE PLEDGE, GUARANTEE AND NEGATIVE PLEDGE OF THE GUARANTOR
(1) Status. The obligations under the Notes constitute 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 except for any obligations preferred by present or future law.
(2) Negative Pledge. So long as any of the Notes remains outstanding, but only up to the time all
amounts of principal and interest have been placed at the disposal of the Fiscal Agent, the Issuer
undertakes not to grant or permit to subsist any encumbrance over any or all of its present or future
Assets, as security for any present or future Capital Market Indebtedness issued or guaranteed by the
Issuer or by any other person, without at the same time having the Holders share equally and rateably in
such. Within the meaning of this subparagraph (2), the word "encumbrance" shall not comprise any
asset-backed or factoring transaction.
"Capital Market Indebtedness" within the meaning of this § 2 means any obligation for the payment of
borrowed money which is in the form of, or represented or evidenced by, a certificate of indebtedness or
in the form of, or represented by, bonds, notes or other securities which are or are capable of being
quoted, listed, dealt in or traded on a stock exchange or other recognised securities market.
"Assets" within the meaning of this § 2(1) shall not include any receivables currently or in the future
assigned by the Issuer for the purposes of re-financing or other assets used as security for such assigned
receivables or as security of claims arising from the transaction on which such assignment is based.
(3) Guarantee and Negative Pledge of the Guarantor. GRENKE AG, or the "Guarantor", has given its
unconditional and irrevocable guarantee (the "Guarantee") for the due and punctual payment of principal
of and interest on and any other amounts payable in respect of the Notes.
The Guarantor has further undertaken in a negative pledge (the "Negative Pledge"), so long as any of
the Notes remains outstanding, but only up to the time all amounts of principal and interest have been
placed at the disposal of the Fiscal Agent, that it will (i) neither grant nor permit to subsist any
encumbrance over any or all or its present or future Assets, as security for any present or future Capital
Market Indebtedness (as defined above) issued or guaranteed by the Guarantor or by any of its Principal
Subsidiaries or by any other person, and (ii) to the extent to which it is in a position to do so in the
relevant moment in a legally permissible manner, procure that none of its Principal Subsidiaries will grant
or permit to subsist any encumbrance over any or all of its future Assets, as security for any present or
future Capital Market Indebtedness issued or guaranteed by the Issuer or by any of its Principal
Subsidiaries or by any other person, without at the same time having the Holders share equally and
rateably in such security other than any encumbrance existing over Assets of a newly acquired company
which becomes a Principal Subsidiary. Within the meaning of this subparagraph (3), the word
"encumbrance" shall not comprise any asset-backed or factoring transaction.
"Assets" within the meaning of this § 2(3) shall not include any receivables currently or in the future
assigned by the Guarantor or any of its Principal Subsidiaries for the purposes of re-financing or other
3


assets used as security for such assigned receivables or as security of claims arising from the transaction
on which such assignment is based.
"Principal Subsidiary" means any consolidated subsidiary of GRENKE AG (i) whose net sales as shown
by the audited non-consolidated accounts (or, where the consolidated subsidiary in question itself
prepares consolidated accounts, whose consolidated net sales as shown by the audited consolidated
accounts) of such consolidated subsidiary used for the purposes of the latest audited consolidated
accounts of GRENKE AG to have been made up, are at least 5% of the total net sales of GRENKE AG
and its consolidated subsidiaries as shown by such audited consolidated accounts or (ii) whose total
assets as shown by the audited non-consolidated accounts (or, where the consolidated subsidiary in
question itself prepares consolidated accounts, whose consolidated total assets as shown by the audited
consolidated accounts) of such consolidated subsidiary used for the purposes of the latest audited
consolidated accounts to have been made up, are at least 5% of the total assets of the GRENKE AG and
its consolidated subsidiaries as shown by audited consolidated accounts. A report by the GRENKE AG's
auditors that in their opinion a consolidated subsidiary is or is not or was or was not at a specified date a
Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties.
The Guarantee and Negative Pledge constitute a contract for the benefit of Holders from time to
time as third party beneficiaries in accordance with § 328(1) BGB (German Civil Code)1, giving rise
to the right of each Holder to require performance of the Guarantee and the Negative Pledge
directly from the Guarantor and to enforce the Guarantor and the Negative Pledge directly against
the Guarantor.
Copies of the Guarantee and Negative Pledge may be obtained free of charge at the specified office of
the Fiscal Agent.
§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their aggregate
principal amount at the rate of 1.125% per annum from (and including) 29 November 2016 to (but
excluding) the Maturity Date (as defined in § 5 (1)). Interest shall be payable in arrears on 2 February in
each year (each such date, an "Interest Payment Date"). The first payment of interest shall be made on
2 February 2017 and will amount to 2.00 per Specified Denomination.
(2) Accrual of Interest. The Notes shall cease to bear interest from the expiry of the day preceding the
day on which they are due for redemption. If the Issuer shall fail to redeem the Notes when due, interest
shall continue to accrue on the outstanding aggregate principal amount of the Notes beyond the due date
until the expiry of the day preceding the day of the actual redemption of the Notes at the default rate of
interest established by law2.
(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less
than a full year, such interest shall be calculated on the basis of the Day Count Fraction (as defined
below).
(4) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount of
interest on any Note for any period of time (the "Calculation Period"): the number of days in the
Calculation Period divided by the number of days in the Reference Period in which the Calculation Period
falls.
"Reference Period" means the period from (and including) the Interest Commencement Date to, but
excluding, the first Interest Payment Date or from (and including) each Interest Payment Date to, but
excluding the next Interest Payment Date. For the purposes of determining the relevant Reference Period
only, 2 February 2016 shall be deemed to be an Interest Payment Date.
1
In English language translation § 328(1) BGB (German Civil Code) reads as follows:
"A contract may stipulate performance for the benefit of a third party, to the effect that the third party acquires the right
directly to demand performance. "
2
The default rate of interest established by law is five percentage points above the basic rate of interest published by
Deutsche Bundesbank from time to time, §§ 288(1), 247 BGB (German Civil Code).
4


§ 4
PAYMENTS
(1)(a) Payment of Principal. Payment of principal in respect of Notes shall be made, subject to sub-
paragraph (2) below, to the Clearing System or to its order for credit to the accounts of the relevant
account holders of the Clearing System.
(b)
Payment of Interest. Payment of interest on Notes shall be made, subject to subparagraph (2), to
the Clearing System or to its order for credit to the relevant account holders of the Clearing System.
Payment of interest on Notes represented by the Temporary Global Note shall be made, subject to
subparagraph (2), to the Clearing System or to its order for credit to the relevant account holders of the
Clearing System, upon due certification as provided in § 1 (3) (b).
(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of amounts
due in respect of the Notes shall be made in the Specified Currency.
(3) Discharge. The Issuer or, as the case may be, the Guarantor shall be discharged by payment to, or to
the order of, the Clearing System.
(4) Payment Business Day. If the date for payment of any amount in respect of any Note is not a
Payment Business Day then the Holder shall not be entitled to payment until the next such day in the
relevant place and shall not be entitled to further interest or other payment in respect of such delay.
For these purposes, "Payment Business Day" means any day which is a day (other than a Saturday or
a Sunday) on which the Clearing System as well as all relevant parts of the Trans-European Automated
Real-time Gross Settlement Express Transfer System 2 ("TARGET") are open to effect payments.
(5) References to Principal and Interest. Reference in these Terms and Conditions to principal in respect
of the Notes shall be deemed to include, as applicable, the Final Redemption Amount of the Notes; and
any premium and any other amounts which may be payable under or in respect of the Notes. Reference
in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as
applicable, any Additional Amounts which may be payable under § 7.
(6) Deposit of Principal and Interest. The Issuer may deposit with the local court (Amtsgericht) in
Frankfurt am Main principal or interest not claimed by Holders within twelve months after the Maturity
Date, even though such Holders may not be in default of acceptance of payment. If and to the extent that
the deposit is effected and the right of withdrawal is waived, the respective claims of such Holders
against the Issuer shall cease.
§ 5
REDEMPTION
(1) Redemption at Maturity. Unless previously redeemed in whole or in part or purchased and cancelled,
the Notes shall be redeemed at their Final Redemption Amount on 2 February 2022 (the "Maturity
Date"). The "Final Redemption Amount" in respect of each Note shall be its principal amount.
(2) Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment to, the laws
or regulations of the Republic of Ireland or the Federal Republic of Germany or any political subdivision
or taxing authority thereto or therein affecting taxation or the obligation to pay duties of any kind, or any
change in, or amendment to, an official interpretation or application of such laws or regulations, which
amendment or change is effective on or after the date on which the last tranche of this series of Notes
was issued, the Issuer is required to pay Additional Amounts (as defined in § 7 herein) on the next
succeeding Interest Payment Date (as defined in § 3 (1)), and this obligation cannot be avoided by the
use of reasonable measures available to the Issuer, the Notes may be redeemed, in whole but not in
part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days' prior notice of
redemption given to the Fiscal Agent and, in accordance with § 13 to the Holders, at their Final
Redemption Amount (as defined below), together with interest (if any) accrued to the date fixed for
redemption.
However, no such notice of redemption may be given (i) earlier than 90 days prior to the earliest date on
which the Issuer would be obligated to pay such Additional Amounts when a payment in respect of the
Notes are then due, or (ii) if at the time such notice is given, such obligation to pay such Additional
Amounts does not remain in effect.
5


Any such notice shall be given in accordance with § 13. It shall be irrevocable, must specify the date fixed
for redemption and must set forth a statement in summary form of the facts constituting the basis for the
right of the Issuer so to redeem.
(3) Change of Control. If there occurs a Change of Control and within the Change of Control Period a
Rating Downgrade in respect of that Change of Control occurs (together called a "Put Event"), each
Holder will have the option (unless, prior to the giving of the Put Event Notice referred to below, the
Issuer gives notice to redeem the Notes in accordance with § 5(2)) to require the Issuer to redeem that
Notes on the Optional Redemption Date at their Final Redemption Amount together with interest accrued
to but excluding the Optional Redemption Date.
For the purposes of such option:
"Rating Agency" means each of the rating agencies of Standard and Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc. ("S&P") or any successor or any other rating agency of equivalent
international standing specified from time to time by GRENKE AG;
A "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control (a) if within
the Change of Control Period any rating previously assigned to the Notes by any Rating Agency is (i)
withdrawn or (ii) changed from an investment grade rating (BBB by S&P or its equivalent for the time
being, or better) to a non-investment grade rating (BB+ by S&P or its equivalent for the time being, or
worse) or (iii) (if the rating assigned to the Notes by any Rating Agency shall be below an investment
grade rating) lowered one full rating notch (from BB+ to BB by S&P or such similar lower of equivalent
rating) or (b) if at the time of the Change of Control, there is no rating assigned to the Notes and no
Rating Agency assigns during the Change of Control Period an investment grade credit rating to the
Notes (unless GRENKE AG is unable to obtain such a rating within such period having used all
reasonable endeavours to do so and such failure is unconnected with the occurrence of the Change of
Control);
A "Change of Control" shall be deemed to have occurred at each time (whether or not approved by the
Management Board or Supervisory Board of GRENKE AG) that any person or persons (other than
Wolfgang Grenke and/or his legal heir(s) (gesetzliche Erben) holding shares directly or indirectly)
("Relevant Person(s)") acting in concert or any person or persons acting on behalf of any such Relevant
Person(s), at any time directly or indirectly acquire(s) or come(s) to own (i) more than 50% of the issued
ordinary share capital of GRENKE AG or (ii) such number of the shares in the capital of GRENKE AG
carrying more than 50% of the voting rights normally exercisable at the general meeting of the
shareholders of GRENKE AG;
"Change of Control Period" means the period ending 120 days after the occurrence of the Change of
Control; and
The "Optional Redemption Date" is the seventh day after the last day of the Put Period.
Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a
"Put Event Notice") to the Holders in accordance with § 13 specifying the nature of the Put Event and
the circumstances giving rise to it and the procedure for exercising the option set out in this § 5(3).
In order to exercise such option, the Holder must send to the specified office of the Fiscal Agent an early
redemption notice in written form ("Put Notice") within the period (the "Put Period") of 45 days after a
Put Event Notice is given. In the event the Put Notice is received after 5:00 p.m. Frankfurt time on the
45th day after the Put Event Notice is given, the option shall not have been validly exercised. The Put
Notice must specify (i) the total principal amount of the Notes in respect of which such option is
exercised, and (ii) the securities identification numbers of such Notes, if any. The Put Notice may be in
the form available from the specified offices of the Fiscal Agent in the German and English language and
includes further information. No option so exercised may be revoked or withdrawn. The Issuer shall only
be required to redeem Notes in respect of which such option is exercised against delivery of such Notes
to the Issuer or to its order.
6


§ 6
FISCAL AGENT AND PAYING AGENT
(1) Appointment; Specified Offices. The initial Fiscal Agent and Paying Agent and their respective initial
specified offices are:
Fiscal Agent and Paying Agent:
Deutsche Bank Aktiengesellschaft
Group Technology Operations (TSS)
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
The Fiscal Agent and the Paying Agent reserve the right at any time to change their respective specified
offices to some other specified office in the same city.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate
the appointment of the Fiscal Agent or any Paying Agent and to appoint another Fiscal Agent or
additional or other Paying Agents. The Issuer shall at all times maintain a Fiscal Agent. Any variation,
termination, appointment or change shall only take effect (other than in the case of insolvency, when it
shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have
been given to the Holders in accordance with § 13.
(3) Agents of the Issuer. The Fiscal Agent and the Paying Agent act solely as agents of the Issuer and do
not have any obligations towards or relationship of agency or trust to any Holder.
§ 7
TAXATION
Principal and interest shall be payable by the Issuer without deduction or withholding for or on account of
any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or
collected by or in or on behalf of the Republic of Ireland or the Federal Republic of Germany or by or on
behalf of any political subdivision or authority therein having power to tax (hereinafter together called
"Withholding Taxes"), unless such deduction or withholding is required by law. In such event, the Issuer
shall pay such additional amounts of principal and interest as may be necessary in order that the net
amounts received by the Holder after such deduction or withholding shall equal the respective amounts of
principal and interest which would have been receivable had no such deduction or withholding been
required. No such additional amounts shall, however, be payable on account of any taxes, duties or
governmental charges which
(a)
are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or
otherwise in any manner which does not constitute a deduction or withholding by the Issuer from
payments of principal or interest made by it; or
(b)
are payable by reason of the Holder having, or having had, some personal or business connection
with the Republic of Ireland or the Federal Republic of Germany and not merely by reason of the
fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be,
derived from sources in, or are secured in the Republic of Ireland or the Federal Republic of
Germany; or
(c)
are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding relating to such taxation
and to which the Federal Republic of Germany, the Republic of Ireland or the European Union is a
party, or (iii) any provision of law implementing, or complying with, or introduced to conform with,
such directive, regulation, treaty or understanding; or
(d)
are payable by reason of a change in a law that becomes effective more than 30 days after the
relevant payment of principal or interest becomes due, or is duly provided for and notice thereof is
published in accordance with § 13, whichever occurs later.
§ 8
PRESENTATION PERIOD
The presentation period provided in § 801 subparagraph 1, sentence 1 BGB (German Civil Code) is
reduced to ten years for the Notes.
7


§ 9
EVENTS OF DEFAULT
(1) Events of Default. Each Holder shall be entitled to declare his Notes due and demand immediate
redemption thereof at the Final Redemption Amount together with accrued interest (if any) to the date of
repayment, in the event that any of the following events (each, an "Event of Default") occurs:
(a)
the Issuer fails to pay principal or interest within 30 days from the relevant due date, or
(b)
the Issuer fails duly to perform any other obligation arising from the Notes or the Guarantor fails to
perform any obligation arising from the Guarantee referred to in § 2 which failure is not capable of
remedy or, if such failure is capable of remedy, such failure continues for more than 60 days after
the Fiscal Agent has received notice thereof from a Holder, or
(c)
any Capital Market Indebtedness (as defined in § 2 (1)) of the Issuer or the Guarantor or any of its
Principal Subsidiaries becomes prematurely repayable as a result of a default in respect of the
terms thereof, or the Issuer or the Guarantor or any of its Principal Subsidiaries fails to fulfil any
payment obligation in excess of 10,000,000 or the equivalent thereof under any Capital Market
Indebtedness or under any guarantee or suretyship given for any Capital Market Indebtedness of
others within 30 days from its due date or, in the case of a guarantee or suretyship, within 30 days
after the guarantee or suretyship has been invoked, unless the Issuer, or the Guarantor or the
relevant Principal Subsidiary shall contest in good faith that such payment obligation exists or is
due or that such guarantee or suretyship has been validly invoked, or if a security granted therefor
is enforced on behalf of or by the creditor(s) entitled thereto, or
(d)
the Issuer or the Guarantor or any of its Principal Subsidiaries announces its inability to meet its
financial obligations or ceases its payments, or
(e)
the Issuer or the Guarantor or any of the Principal Subsidiaries of the Guarantor applies for, or a
court opens against any of them, bankruptcy, insolvency, liquidation, examinership or similar
proceedings or a liquidator, examiner, conservator or similar officer is appointed or a third party
applies for bankruptcy, insolvency, liquidation, examinership or similar proceedings against the
Issuer or the Guarantor or any of the Principal Subsidiaries of the Guarantor and such proceedings
are not dismissed within 30 days, or
(f)
the Issuer or the Guarantor or any of its Principal Subsidiaries goes into liquidation unless this is
done in connection with a merger, or other form of combination with another company and such
company assumes all obligations contracted by the Issuer or the Guarantor or any of its Principal
Subsidiaries, as the case may be, in connection with this issue, or
(g)
any governmental order, decree or enactment shall be made in or by the Republic of Ireland or the
Federal Republic of Germany whereby the Issuer or the Guarantor is prevented from performing in
full its obligations as set forth in these Conditions and in the Guarantee, respectively, and this
situation is not cured within 90 days, or
(h)
the Guarantee ceases to be valid and legally binding for any reason whatsoever.
The right to declare Notes due shall terminate if the situation giving rise to it has been cured before the
right is exercised.
(2) Quorum. In the events specified in § 9 (1) (b) or subparagraph (1) (c), any notice declaring Notes due
shall, unless at the time such notice is received any of the events specified in § 9 (1) (a) or (1) (d) through
(1) (h) entitling Holders to declare their Notes due has occurred, become effective only when the Fiscal
Agent has received such notices from the Holders of at least one-tenth in aggregate principal amount of
Notes then outstanding.
(3) Form of Notice. Any notice, including any notice declaring Notes due, in accordance with
subparagraph (1) shall be made by means of a written declaration delivered to the specified office of the
Fiscal Agent.
§ 10
SUBSTITUTION
(1) Substitution. The Issuer may, without the consent of the Holders, if no payment of principal of or
interest on any of the Notes is in default, at any time substitute for the Issuer either the Guarantor or any
Subsidiary (as defined below) of the Guarantor as principal debtor in respect of all obligations arising
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from or in connection with the Notes (the "Substitute Debtor") provided that:
(a)
the Substitute Debtor assumes all obligations of the Issuer in respect of the Notes;
(b)
the Issuer and the Substitute Debtor have obtained all necessary authorisations and may transfer
to the Fiscal Agent in the Specified Currency and without being obligated to deduct or withhold any
taxes or other duties of whatever nature levied by the country in which the Substitute Debtor or the
Issuer has its domicile or tax residence, all amounts required for the fulfilment of the payment
obligations arising under the Notes;
(c)
the Substitute Debtor has agreed to indemnify and hold harmless each Holder against any tax,
duty, assessment or governmental charge imposed on such Holder in respect of such substitution;
(d)
the Guarantor if it is not itself the Substitute Debtor irrevocably and unconditionally guarantees in
favour of each Holder the payment of all sums payable by the Substitute Debtor in respect of the
Notes on terms equivalent to the terms of the Guarantee;
(e)
there shall have been delivered to the Fiscal Agent an opinion or opinions of lawyers of recognised
standing to the effect that subparagraphs (a), (b), (c) and (d) above have been satisfied.
For the purposes of this § 10 "Subsidiary" shall mean any corporation in which GRENKE AG directly or
indirectly in the aggregate holds not less than 90% of the capital of any class or of the voting rights.
(2) Notice. Notice of any such substitution shall be published in accordance with § 13.
(3) Change of References. In the event of any such substitution, any reference in these Conditions to the
Issuer shall from then on be deemed to refer to the Substitute Debtor and any reference to the country in
which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to
the country of domicile or residence for taxation purposes of the Substitute Debtor. Furthermore, in the
event of such substitution the following shall apply:
In § 7 and § 5 (2) an alternative reference to the Republic of Ireland shall be deemed to have been
included in addition to the reference according to the preceding sentence to the country of domicile or
residence for taxation purposes of the Substitute Debtor.
§ 11
AMENDMENT OF THE TERMS AND CONDITIONS, HOLDERS' REPRESENTATIVE, AMENDMENT
OF THE GUARANTEE
(1) Amendment of the Terms and Conditions. In accordance with the Act on Debt Securities of 2009
(Schuldverschreibungsgesetz aus Gesamtemissionen ­ "SchVG") the Holders may agree with the Issuer
on amendments of the Terms and Conditions with regard to matters permitted by the SchVG by
resolution with the majority specified in subparagraph (2). Majority resolutions shall be binding on all
Holders. Resolutions, which do not provide for identical conditions for all Holders are void, unless Holders
who are disadvantaged have expressly consented to their being treated disadvantageously.
(2) Majority. Resolutions shall be passed by a majority of not less than 75% of the votes cast. Resolutions
relating to amendments of the Terms and Conditions which are not material and which do not relate to
the matters listed in § 5 paragraph 3 Nos 1 to 8 of the SchVG require a simple majority of the votes cast.
(3) Resolution of Holders. Resolutions of Holders shall be passed at the election of the Issuer by vote
taken without a meeting in accordance with § 18 SchVG or in a Holder's meeting in accordance with § 9
SchVG.
(4) Chair of the vote. The vote will be chaired by a notary appointed by the Issuer or, if the Holders'
Representative (as defined below) has convened the vote, by the Holders' Representative.
(5) Voting rights. Each Holder participating in any vote shall cast votes in accordance with the principal
amount or the notional share of its entitlement to the outstanding Notes.
(6) Holders' Representative. The Holders may by majority resolution appoint a common representative
(the "Holders' Representative") to exercise the Holders' rights on behalf of each Holder.
The Holders' Representative shall have the duties and powers provided by law or granted by majority
resolution of the Holders. The Holders' Representative shall comply with the instructions of the Holders.
To the extent that the Holders' Representative has been authorised to assert certain rights of the Holders,
the Holders shall not be entitled to assert such rights themselves, unless explicitly provided for in the
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relevant majority resolution. The Holders' Representative shall provide reports to the Holders on its
activities. The regulations of the SchVG apply with regard to the recall and the other rights and
obligations of the Holders' Representative.
(7) Amendment of the Guarantee. The provisions set out above applicable to the Notes shall apply
mutatis mutandis to the Guarantee of GRENKE AG.
§ 12
FURTHER ISSUES, PURCHASES AND CANCELLATION
(1) Further Issues. The Issuer may from time to time, without the consent of the Holders, issue further
Notes having the same conditions as the Notes in all respects (or in all respects except for the issue date,
interest commencement date and/or issue price) so as to form a single Series with the Notes.
(2) Purchases. The Issuer may at any time purchase Notes in the open market or otherwise and at any
price. Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or surrendered to
the Fiscal Agent for cancellation. If purchases are made by tender, tenders for such Notes must be made
available to all Holders of such Notes alike.
(3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be reissued or
resold.
§ 13
NOTICES
(1) Publication. All notices concerning the Notes will be made by means of electronic publication on the
internet website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice so given will be
deemed to have been validly given on the third day following the date of such publication.
(2) Notification to Clearing System. So long as any Notes are admitted to trading on the regulated market
of the Luxembourg Stock Exchange, subparagraph (1) shall apply. If the Rules of the Luxembourg Stock
Exchange so permit, the Issuer may deliver the relevant notice to the Clearing System for communication
by the Clearing System to the Holders, in lieu of publication as set forth in subparagraph (1) above; any
such notice shall be deemed to have been validly given on the seventh day after the day on which the
said notice was given to the Clearing System.
(3) Form of Notice. Notices to be given by any Holder shall be made by means of a written declaration to
be send together with an evidence of the Holder's entitlement in accordance with § 14(4) to the Fiscal
Agent. Such notice may be given through the Clearing System in such manner as the Fiscal Agent and
the Clearing System may approve for such purpose.
§ 14
APPLICABLE LAW, PLACE OF JURISDICTION, PROCESS AGENT AND ENFORCEMENT
(1) Applicable Law. The Notes, as to form and content, and all rights and obligations of the Holders and
the Issuer, shall be governed by German law.
(2) Submission to Jurisdiction. The District Court (Landgericht) in Frankfurt am Main shall have non-
exclusive jurisdiction for any action or other legal proceedings ("Proceedings") arising out of or in
connection with the Notes.
(3) Appointment of Authorised Agent. For any Proceedings before German courts, the Issuer has
appointed GRENKE AG, Neuer Markt 2, 76532 Baden-Baden, Federal Republic of Germany, as its
authorised agent for service of process in the Federal Republic of Germany.
(4) Enforcement. Any Holder of Notes may in any Proceedings against the Issuer, or to which such
Holder and the Issuer are parties, protect and enforce in his own name his rights arising under such
Notes on the basis of (i) a statement issued by the Custodian (as defined below) with whom such Holder
maintains a securities account in respect of the Notes (a) stating the full name and address of the Holder,
(b) specifying the aggregate principal amount of Notes credited to such securities account on the date of
such statement and (c) confirming that the Custodian has given written notice to the Clearing System
containing the information pursuant to (a) and (b) and (ii) a copy of the Note in global form certified as
being a true copy by a duly authorised officer of the Clearing System or a depository of the Clearing
System, without the need for production in such Proceedings of the actual records or the global note
representing the Notes. For purposes of the foregoing, "Custodian" means any bank or other financial
institution of recognised standing authorised to engage in securities custody business with which the
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