Obligation Otto GmbH & Co. KG 4% ( XS1853998182 ) en EUR

Otto GmbH & Co. KG

100 % ▲

Allemagne

XS1853998182 ( en EUR )

4% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Otto GmbH & CO KG XS1853998182 en EUR 4%, échéance Perpétuelle

100 000 EUR

300 000 000 EUR

17/07/2025 ( Dans 13 jours )

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 XS1853998182, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 11 July 2018

Otto (GmbH & Co KG)
(Hamburg, Federal Republic of Germany)
EUR 300,000,000 Undated Resettable Fixed Rate Subordinated Notes
ISIN XS1853998182, Common Code 185399818, WKN A2LQ0B
Issue Price: 99.253 per cent.
Otto (GmbH & Co KG) (the "Issuer" or the "Company") will issue on 17 July 2018 (the "Issue Date") Undated Resettable Fixed Rate
Subordinated Notes (the "Notes") in an aggregate principal amount of EUR 300,000,000. The Notes will be issued in bearer form in denominations
of EUR 1,000 (the "Principal Amount"). The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest on their aggregate principal amount from and including 17 July 2018 (the "Interest Commencement Date") to, but
excluding, 17 July 2025 (the "First Call Date") at a fixed rate of 4.00 % per annum. Thereafter, and unless previously redeemed, the applicable
Reset Rate of Interest for each Interest Period (each as defined in the Terms and Conditions) for the period from (and including) the First Call Date
to (but excluding) the date on which the Issuer redeems the Notes in accordance with the terms and conditions of the Notes (the "Terms and
Conditions") shall be the applicable annual swap rate for Euro swap transactions with a term of 5 years for the relevant Interest Period plus the
Margin (as defined in the Terms and Conditions). Interest shall be scheduled to be paid annually in arrears on 17 July in each year (each an
"Interest Payment Date") commencing on 17 July 2019.
On each Interest Determination Date the applicable Reset Rate of Interest payable under the Notes from (and including) the First Call Date to (but
excluding) the date on which the Issuer redeems the Notes in whole is calculated by reference to the annual swap rate for Euro swap transactions
with a term of 5 years, which appears on the Reuters Screen Page ICESWAP2 as of 11.00 a.m. (Frankfurt time) on the relevant Interest
Determination Date, and which is provided by ICE Benchmark Administration (IBA) (the "Administrator"). The Administrator is an authorised
administrator under the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation") and appears in the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of
the Benchmark Regulation.
The Issuer is entitled to defer interest payments (in whole but not in part) by giving notice to the Noteholders not less than 14 Business
Days prior to the relevant Interest Payment Date. Deferred interest payments will constitute arrears of interest ("Arrears of Interest").
The Issuer may pay outstanding Arrears of Interest (in whole but not in part) at any time upon due notice (as set out in § 5 of the Terms
and Conditions) and it shall pay outstanding Arrears of Interest (in whole, but not in part) under certain other circumstances (as set out in
§ 5 of the Terms and Conditions). Arrears of Interest will not bear interest.
The Notes do not have a maturity date. The Notes are redeemable by the Issuer at its discretion (in whole but not in part) with effect at any
date during the period from and including 17 April 2025 to and including the First Call Date or on any Interest Payment Date thereafter
and, in each case as described in the Terms and Condition. Additionally, if either a Gross-Up Event, an Accounting Event, a Tax Event, a
Solicited Rating Event or a Change of Control Event (each as defined in the Terms and Conditions) shall have occurred, the Issuer may
call the Notes for redemption (in whole but not in part) at any time, in each case as described in the Terms and Condition of the Notes. In
the event that the Issuer and/or any Subsidiary has, severally or jointly, purchased Notes equal to or in excess of 80 % of the aggregate
principal amount of the Notes initially issued, the Issuer may call and redeem the remaining Notes (in whole but not in part) at any time, as
described in the Terms and Conditions.
The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole or in part for a
Permanent Global Note without interest coupons, not earlier than 40 days after the Interest Commencement Date, upon certification as to non-U.S.
beneficial ownership.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5(3) of Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2014/51/EU) (the "Prospectus Directive"). The Issuer will prepare
and make available on the website of the Luxembourg Stock Exchange (www.bourse.lu) an appropriate supplement to this Prospectus if at any time
the Issuer is required to prepare a prospectus supplement pursuant to Article 13 of the Luxembourg Act dated 10 July 2005 relating to prospectuses
for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg Prospectus Law"). This
Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent
authority under the Luxembourg Prospectus Law. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial
opportuneness of the transaction and the quality or solvency of the Issuer in line with the provisions of Article 7 (7) of the Luxembourg Prospectus
Law. The Issuer has requested the CSSF to provide the competent authority in Germany in Austria and may request the CSSF to provide competent
authorities in additional host Member States within the European Economic Area, with a certificate of approval attesting that this Prospectus has
been drawn up in accordance with the Luxembourg Prospectus Law.

Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the Luxembourg Stock Exchange
(the "Official List") and to be admitted to trading on the Euro MTF market ("Euro MTF") operated by the Luxembourg Stock Exchange. The Euro
MTF is a multilateral trading facility for the purposes of Directive 2014/65/EU (as amended, "MiFID II"), and therefore a non-EU-regulated
market.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes are being
offered and sold in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). The
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation
S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks
and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition.
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 35 of this Prospectus.

Sole Structuring Advisor
UniCredit Bank
Joint Lead Managers
Commerzbank
M.M. Warburg
UniCredit Bank
Co-Manager
Deutsche Bank

2

TABLE OF CONTENTS
SUMMARY .......................................................................................................................................................... 4
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG) ............................................... 18
RISK FACTORS ................................................................................................................................................. 35
RESPONSIBILITY STATEMENT ..................................................................................................................... 50
NOTICE TO INVESTORS ................................................................................................................................. 51
USE OF PROCEEDS ......................................................................................................................................... 54
TERMS AND CONDITIONS OF THE NOTES ................................................................................................ 55
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ............................................................... 87
TAXATION ....................................................................................................................................................... 103
OFFER, SALE AND SUBSCRIPTION OF THE NOTES ............................................................................... 110
GENERAL INFORMATION ............................................................................................................................ 113
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 115

3

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 contains all the Elements required to be included in a summary for this type of securities 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 securities 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".
Section A Introduction and warnings
Description of
Element
Element
Disclosure requirement
A.1
Warnings
This summary should be read as an introduction to the Prospectus.
Any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation in its Member State, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have 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
Prospectus or it does not provide, when read together with the other parts
of the Prospectus, key information in order to aid investors when
considering whether to invest in such securities.
A.2
Consent to the use The Issuer consents to the use of the Prospectus by all financial
of the prospectus
intermediaries (general consent) and accepts responsibility for the content
of the Prospectus also with respect to subsequent resale or final placement
of the Notes by any financial intermediary which was given consent to use
the Prospectus.

The subsequent resale or final placement of Notes by financial
intermediaries in Luxembourg, Germany and Austria can be made during
the offer period which is expected to commence on 12 July 2018 and will
be open until 17 July 2018 being the date of issuance of the Notes.

Any financial intermediary using the Prospectus has to state on its
website that it uses the Prospectus in accordance with the consent and
the conditions attached thereto.

In the event of an offer being made by a financial intermediary, this
financial intermediary will provide information to investors on the
terms and conditions of the offer at the time the offer is made.
4

Section B Issuer
Description of
Element
Element
Disclosure requirement
B.1
Legal and
Otto (GmbH & Co KG) (the "Issuer" and together with its consolidated
commercial name of subsidiaries, the "Otto Group").
the Issuer
B.2
Domicile / legal
The Issuer is a limited partnership whose general partner is a limited
form / legislation /
liability company (Gesellschaft mit beschränkter Haftung & Compagnie
country of
Kommanditgesellschaft (GmbH & Co KG)). The Issuer is incorporated and
incorporation of the operates under the laws of the Federal Republic of Germany. The head
Issuer
office is in Hamburg, Germany.
B.4b
Trends affecting the The Otto Group operates in a competitive environment. Intensive
Issuer and the
competition in the retail sector in general, and in e-commerce in particular,
industries in which
could adversely affect the financial condition and results of operations of
it operates
the Issuer.
B.5
Group / Issuer's
The Otto Group is a globally active group of retailers and retail-related
position within the
service providers whose activities are divided into three business segments:
Group
Multichannel Retail, Financial Services and Services. The Issuer is the
operating company for OTTO, the Otto Group's historical core company,
and also acts as holding company for the Otto Group.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate are made.
estimate
B.10
Qualifications in the Not applicable. The audit report does not include any qualifications.
audit report
B.12

Selected key
financial
Financial Year 1 March
Financial Year 1 March
information
2017 until 28 February
2016 until 28 February

2018
2017

(audited)
(audited)

in EUR million

Revenue
13,653
12,512

EBITDA
750
730

EBIT
405
365

EBT
629
262

Profit for the year
519
41

Free cash flow
243
-126

28 February 2018
28 February 2017

Equity
1,532
1,308

Total assets
9,105
8,466

Net financial debt
2,509
2,300

No material adverse There has been no material adverse change in the prospects of the Issuer
change / significant
since 28 February 2018.
changes in financial Not applicable. There has been no significant change in the financial or
or trading position
trading position of the Issuer or the Otto Group since 28 February 2018.
B.13
Recent events,
Not applicable. There have been no recent events which are to a material
which are to a
extent relevant to the evaluation of the Issuer's solvency.
material extent
relevant to the
evaluation of the
Issuer's solvency
5

Description of
Element
Element
Disclosure requirement
B.14
Description of the
Please see Element B.5
Group / Issuer's
Not applicable. The Issuer is not dependent upon other entities within the
position within the
Group.
Group / Dependency
of the Issuer upon
other entities within
the group
B.15
Issuer's principal
The Otto Group's activities are divided into three business segments,
activities
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 such as debt collection, receivables management and innovative
retail-related financial services. The Services segment comprises the Otto
Group's logistics and sourcing companies.
B.16
Controlling interest
Limited Partners (Kommanditisten) of the Issuer are OTTO
over the Issuer
Aktiengesellschaft für Beteiligungen and GSV Aktiengesellschaft für
Beteiligungen. These companies directly hold 100% of the limited
partnership interests.
The Michael Otto Stiftung and members of the Otto family together hold
an interest of more than 98% in the Issuer.
B.17
Credit ratings
Not applicable. Neither the Issuer nor the Notes have received a credit
rating.
Section C Securities
Description of
Element
Element
Disclosure requirement
C.1
Type and class of
The Issuer is issuing unsecured notes (the "Notes").
securities being
The security identification numbers of the Notes are:
offered / security
ISIN: XS1853998182
identification
Common Code: 185399818
numbers
German Securities Identification Number (WKN): A2LQ0B
C.2
Currency
The Notes are issued in Euro ("EUR").
C.5
Restrictions on free
Not applicable, the Notes are freely transferable.
transferability
C.8
Rights attached to
Rights attached to the Notes:
the Notes, ranking of The Notes entitle the Holders, in particular, to the interest payments
the Notes,
described in Element C.9.
limitations of the
Ranking of the Notes:
rights attached to the The obligations of the Issuer under the Notes constitute direct, unsecured
Notes
and subordinated obligations of the Issuer, ranking pari passu among
themselves, pari passu with all Parity Obligations and senior only to the
Junior Obligations, and in the event of the liquidation or insolvency, or
any other proceedings for the avoidance of insolvency, of, or against, the
Issuer, the obligations under the Notes shall be fully subordinated to all
other present and future obligations of the Issuer (except for Parity
Obligations and Junior Obligations), whether subordinated or
6

Description of
Element
Element
Disclosure requirement
unsubordinated, except as otherwise provided by mandatory provisions of
law or as expressly provided for by the terms of the relevant instrument so
that in any such event no amounts shall be payable in respect of the Notes
unless all claims that rank senior to the Notes have been satisfied in full.
"Parity Obligation" means any present or future security, registered
security or other obligation which (i) is issued or assumed by the Issuer
and the Issuer's obligations under which rank or are expressed to rank pari
passu with the Issuer's obligations under the Notes, or (ii) is guaranteed by
the Issuer or for which the Issuer has otherwise assumed liability where
the Issuer's obligations under the relevant guarantee or other assumption of
liability rank or are expressed to rank pari passu with the Issuer's
obligations under the Notes.
"Junior Obligation" means (i) any present or future security, registered
security or other obligation which (A) is issued or assumed by the Issuer
and the Issuer's obligations under which rank or are expressed to rank
junior to the Issuer's obligations under the Notes, or (B) is guaranteed by
the Issuer or for which the Issuer has otherwise assumed liability where
the Issuer's obligations under the relevant guarantee or other assumption of
liability rank or are expressed to rank junior to the Issuer's obligations
under the Notes, and (ii) any general or limited partnership interests in the
Issuer.
Limitation of the rights attached to the Notes:
Except for (i) the possibility of the Issuer (x) to defer interest payments
and (y) to call the Notes for redemption or to repurchase and cancel Notes
and (ii) the prohibition of set-off, there are no limitations to the rights
attached to the Notes.
Prohibition of set-off
No Noteholder may set-off any claims arising under the Notes against any
claims that the Issuer may have against it. The Issuer may not set-off any
claims it may have against any Noteholder against any of its obligations
under the Notes.
Early redemption at the option of the Issuer
The Notes have no final maturity date.
The Issuer may call and redeem the Notes (in whole but not in part) with
effect (i) as at any date during the period from and including 17 April
2025 to and including the First Call Date and (ii) as of each Interest
Payment Date thereafter upon giving not less than 30 and not more than
60 days' notice. If such call notice is given, the Issuer will redeem the
Notes on the Redemption Date specified in the notice at an amount per
Note equal to the Principal Amount, plus any interest accrued on the Note
to but excluding the Redemption Date and any Arrears of Interest payable.
Issuer Call Right and Redemption due to a Gross-up Event, an
Accounting Event, a Tax Event, or a Solicited Rating Event
If at any time after the issue date of the Notes a Gross-up Event, an
Accounting Event or a Tax Event occurs, or if at any time after the issue
date of the Notes and prior to the First Call Date a Solicited Rating Event
7

Description of
Element
Element
Disclosure requirement
occurs, the Issuer may call the Notes for redemption (in whole but not in
part) at any time upon giving of not less than 30 and not more than 60
days' notice.
Gross-up Event
If the Notes are called for redemption because of the occurrence of a
Gross-up Event, the Issuer will redeem the Notes on the Redemption Date
specified in the notice at an amount per Note equal to the Principal
Amount plus any interest accrued on the Note to but excluding the
Redemption Date and any Arrears of Interest payable.
A "Gross-up Event" shall have occurred if the Issuer has or will become
obliged to pay Additional Amounts as a result of any change in, or
amendment to, the laws or regulations of the Federal Republic of Germany
or any political subdivision or taxing authority of or in the Federal
Republic of Germany, or as a result of any amendment to, or any change
in, any official interpretation or application of any such laws of regulations
by any legislative body, court, or taxing authority, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination), provided
that the relevant amendment, change or execution becomes effective on or
after the issue date of the Notes and provided further that the payment
obligation cannot be avoided by the Issuer taking such reasonable
measures it (acting in good faith) deems appropriate.
Accounting Event / Tax Event
If the Notes are called for redemption because of the occurrence of an
Accounting Event or a Tax Event, the Issuer will redeem the Notes on the
Redemption Date specified in the notice at an amount per Note equal to,
(x) if such redemption occurs prior to the First Call Date, 101 % of the
Principal Amount; or (y) if such redemption occurs on or after the First
Call Date, the Principal Amount, in each case plus any interest accrued on
the Note to but excluding the Redemption Date and any Arrears of Interest
payable.
An "Accounting Event" shall have occurred if a recognised accountancy
firm, acting upon instructions of the Issuer, has delivered a letter or report
to the Issuer, stating that as a result of a change in accounting principles
(or the application thereof) since the issue date of the Notes the funds
raised through the issuance of the Notes may not or may no longer be
recorded as "equity" pursuant to IFRS or any other accounting standards
that may replace IFRS for the purposes of the annual consolidated
financial statements of the Issuer.
A "Tax Event" shall have occurred if (i) an opinion of a recognised
independent tax counsel has been delivered to the Issuer, stating that on or
after the issue date of the Notes, as a result of (A) any amendment to, or
change in, the laws (or any rules or regulations thereunder) of the Federal
Republic of Germany or any political subdivision or any taxing authority
of any or in any of the foregoing which is enacted, promulgated, issued or
becomes effective otherwise on or after the issue date of the Notes; (B)
any amendment to, or change in, an official and binding interpretation of
8

Description of
Element
Element
Disclosure requirement
any such laws, rules or regulations by any legislative body, court,
governmental agency or regulatory authority (including the enactment of
any legislation and the publication of any judicial decision or regulatory
determination) which is enacted, promulgated, issued or becomes effective
otherwise on or after the issue date of the Notes; or (C) any generally
applicable official interpretation or pronouncement that provides for a
position with respect to such laws or regulations that differs from the
previous generally accepted position which is issued or announced on or
after the issue date of the Notes; payments by the Issuer on the Notes are
no longer, or within 90 days of the date of that opinion will no longer be,
fully deductible by the Issuer for purposes of any tax on income; and (ii)
such risk cannot be avoided by the Issuer taking reasonable measures
available to it.
Solicited Rating Event
If the Notes are called for redemption because of the occurrence of a
Solicited Rating Event prior to the First Call Date, the Issuer will redeem
the Notes on the Redemption Date specified in the notice at an amount per
Note equal to the Make-whole Redemption Amount plus any interest
accrued on the Note to but excluding the Redemption Date and any
Arrears of Interest payable.
The "Make-whole Redemption Amount" per Note shall be the Present
Value, subject to a minimum equal to the Principal Amount. The Make-
whole Redemption Amount will be calculated by the Make-whole
Determination Agent.
The "Present Value" will be the sum of (i) the Principal Amount
discounted from the First Call Date to the Redemption Date; and (ii) the
sum of the amounts, each discounted to the Redemption Date, of the
remaining interest payments which would otherwise become due on each
Interest Payment Date falling after the Redemption Date to and including
the First Call Date (less any interest accrued on the Note to but excluding
the Redemption Date). The Make-whole Determination Agent will
calculate the Present Value in accordance with market convention on a
basis which is consistent with the calculation of interest, using a
benchmark yield plus 0.65 %.
A "Solicited Rating Event" occurs if any Rating Agency that the Issuer
has solicited has assigned a rating to the Issuer after the issue date of the
Notes.
Issuer Call Right in the case of Minimal Outstanding Aggregate
Principal Amount
In the event that the Issuer and/or any Subsidiary has, severally or jointly,
purchased Notes equal to or in excess of 80 % of the aggregate principal
amount of the Notes initially issued, the Issuer may call and redeem the
remaining Notes (in whole but not in part) at any time upon giving not less
than 30 and not more than 60 days' notice at an amount per Note equal to
the Principal Amount, plus any interest accrued on the Note to but
excluding the Redemption Date but yet unpaid and any Arrears of Interest
payable.
9

Description of
Element
Element
Disclosure requirement
Issuer Call Right and Redemption following a Change of Control.
If a Change of Control Event has occurred, the Issuer (i) shall give notice
thereof within 14 days following the Change of Control Event (the
"Change of Control Notice") to the Noteholders, and (ii) may redeem the
Notes on the Change of Control Event Effective Date at an amount per
Note equal to the Principal Amount, plus any interest accrued on the Note
to but excluding the Redemption Date and any Arrears of Interest payable.
A "Change of Control Event" occurs if, after the issue date of the Notes,
both a Change of Control and a Negative Rating Event occur.
A "Change of Control" will be deemed to have occurred if any person or
persons, who on the date of issue of the Notes were not partners of the
Issuer or shareholders of its general partner, acting in concert (as defined
in § 34 (2) of the German Securities Trading Act (Wertpapier-
handelsgesetz - 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.
"Negative Rating Event" occurs if, at the time of the occurrence of a
Change of Control, (i) in case the Issuer has not been rated, from any
Rating Agency it has solicited: the Issuer fails to obtain an Investment
Grade Rating from any Rating Agency within 180 days from the
occurrence of a Change of Control; or (ii) in case the Issuer has been rated
Investment Grade Rating or below Investment Grade Rating from any
Rating Agency it has solicited, and such rating is, within 180 days from
the occurrence of a Change of Control, either downgraded to a non-
investment grade rating or withdrawn and is not within such 180-day
period subsequently (in the case of a downgrade) upgraded to Investment
Grade Rating by such Rating Agency or (in the case of withdrawal)
replaced by an Investment Grade Rating from any other Rating Agency.
No Negative Rating Event will occur if at the end of the 180-day period
after the occurrence of a Change of Control the Issuer has obtained an
Investment Grade Rating from at least one Rating Agency that the Issuer
has solicited.
Events of Default, Cross Default and Negative pledge
The Terms and Conditions do neither contain any events of default clause,
nor a cross default clause nor a negative pledge clause.

Resolutions of Noteholders
In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz "SchVG") the Notes contain provisions
pursuant to which Noteholders may agree by resolution to amend the
Terms and Conditions (with the consent of the Issuer) and to decide upon
certain other matters regarding the Notes. Resolutions of Noteholders
10