Obligation ImmoFinance 2.625% ( XS1935128956 ) en EUR

ImmoFinance

100 % ▼

Autriche

XS1935128956 ( en EUR )

2.625% par an ( paiement annuel )

27/01/2023 - Obligation échue

Prospectus brochure de l'obligation Immofinanz XS1935128956 en EUR 2.625%, échue

100 000 EUR

500 000 000 EUR

Immofinanz est une société immobilière autrichienne cotée en bourse, spécialisée dans l'investissement et la gestion de propriétés commerciales, principalement des bureaux et des centres commerciaux, en Europe centrale et de l'Est.

L'obligation Immofinanz (XS1935128956), émise en Autriche pour un montant total de 500 000 000 EUR, avec un taux d'intérêt de 2,625%, une taille minimale d'achat de 100 000 EUR et une maturité au 27/01/2023, a été remboursée à 100% à sa date d'échéance.

PROSPECTUS

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

IMMOFINANZ AG
(incorporated as joint stock company under the laws of Austria, registered number FN 114425y)
EUR 500 million 2.625% Notes due 2023
ISIN: XS1935128956, Common Code: 193512895, WKN: A2RWEN

This document constitutes a prospectus (the "Prospectus") of IMMOFINANZ AG (the "Issuer", and, together with its consolidated
subsidiaries at the relevant times, "IMMOFINANZ", the "IMMOFINANZ Group" or the "Group") for the purposes of Article 5.3 of
Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 (as amended, inter alia, by Directive
2010/73/EU) (the "Prospectus Directive") in respect of non-equity securities within the meaning of Article 22 no. 6 (4) of Commission
Regulation 2004/809/EC of April 29, 2004 as amended.

The issue price of the EUR 500,000,000 2.625% Notes due 2023 (the "Notes") of the Issuer is 99.161% of their principal amount. The
Notes will 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, unless such obligations are accorded priority under
mandatory provisions of statutory law. The Notes bear interest from January 28, 2019 at the rate of 2.625% per annum payable annually
in arrears on January 27 in each year commencing on January 27, 2020 (short first coupon). The Notes, which are governed by the laws
of the Federal Republic of Germany ("Germany"), will be issued in a denomination of EUR 100,000 each. Payments on the Notes will
be made in Euro without deduction for or on account of taxes imposed or levied by the Republic of Austria ("Austria") to the extent
described in the terms and conditions of the Notes (the "Terms and Conditions"). Unless previously redeemed or cancelled, the Notes
will be redeemed at their principal amount on January 27, 2023. The Notes are subject to redemption in whole at their principal amount
at the option of the Issuer at any time in the event of certain changes affecting taxation in Austria or if 80% or more in principal amount
of the Notes originally issued have been redeemed or purchased by the Issuer or any subsidiary of the Issuer. The Issuer may further call
the Notes for redemption at their principal amount within the last 90 days prior to maturity or, upon notice given in accordance with the
Terms and Conditions, at any time at the Call Redemption Amount (as defined and further described in the Terms and Conditions). In
addition, the holder of a Note may, upon the occurrence of a Put Event, by the exercise of the relevant option, require the Issuer to
redeem such Note at the Put Amount on a Put Date (all as defined and further described in the Terms and Conditions).

The Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will
be delivered on or around January 28, 2019 (the "Closing Date") with a common safekeeper for Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, S.A. ("Clearstream, Luxembourg", and, together with Euroclear, the "Clearing Systems"). The Temporary
Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent Global Note" and,
together with the Temporary Global Note, the "Global Notes"), without interest coupons, not earlier than 40 days after the Closing Date
upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such
certification of non-U.S. beneficial ownership. The Global Notes are intended to be eligible collateral for the central banking system for
the Euro (the "Eurosystem") monetary police. Whether Notes are recognizable as eligible collateral for Eurosystem monetary police and
intra-day credit operations will depend upon satisfaction of the Eurosystem eligibility criteria.

An investment in the Notes carries a high degree of risk. Prospective investors should be aware that, if certain risks, in particular
those described in the chapter "Risk Factors" beginning on page 5 materialize, the investors may lose all or a very substantial
part of their investment and of their interest claims. The Notes should be bought and traded only by persons knowledgeable in
investment matters. Each investor should consult its own professional investment, legal, tax and other relevant advisors in
connection with the subscription of Notes.

The Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg ("Luxembourg") which is the Luxembourg competent authority for the purposes of the approval of the Prospectus under
the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated July 10, 2005 (the
"Luxembourg Prospectus Law") as amended, implementing the Prospectus Directive into Luxembourg law. Application has been
made to the Luxembourg Stock Exchange (Bourse de Luxembourg) for the Notes to be listed on the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Regulated
Market of the Luxembourg Stock Exchange"), which is a regulated market for the purposes of the Markets in Financial Instruments
Directive 2014/65/EU (as amended, "MiFID II"). By approving a prospectus, the CSSF shall give no undertaking as to the
economic and financial soundness of the operation or the quality or the solvency of the Issuer pursuant to Article 7(7) of the
Luxembourg Prospectus Law. The Issuer will prepare and make available a supplement to this Prospectus if at any time the Issuer will
be required to prepare a prospectus supplement pursuant to Article 13 of the Luxembourg Prospectus Law. This Prospectus will be
published in electronic form together with all documents incorporated by reference therein and any supplements to the Prospectus on the
website of the Luxembourg Stock Exchange (www.bourse.lu).

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or
solicitation is unlawful. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The Notes may be subject to certain requirements under U.S. tax law. Subject to certain exceptions, 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 under the Securities Act ("Regulation S") and the U.S. Internal Revenue Code of 1986, as amended, and regulations
thereunder).
Joint Bookrunners and Joint Lead Managers
Deutsche Bank
J.P. Morgan
Société Générale Corporate &
UniCredit
Investment Banking

The date of this Prospectus is January 23, 2019

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and relating to the
Notes. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case,
the information contained in this Prospectus for which it is responsible, to the best of its knowledge, is
in accordance with the facts and contains no omission likely to affect its import.
NOTICE
This Prospectus is to be read and construed with any supplement thereto and with any other documents
which are deemed to be incorporated herein by reference (see "Presentation of financial and other
Information-Financial statements documents incorporated by reference"). This Prospectus should be
read and construed on the basis that such documents are incorporated and form part of the Prospectus.
The information contained in this Prospectus has been provided by the Issuer and the other sources
identified herein. The Managers have not independently verified any such information. To the extent
permitted by the laws of any relevant jurisdiction, no representation or warranty is made or implied by
Deutsche Bank AG, London Branch ("Deutsche Bank"), J.P. Morgan Securities plc ("J.P. Morgan"),
Société Générale or UniCredit Bank Austria AG ("UniCredit" and, together with Deutsche Bank,
J.P. Morgan and Société Générale, the "Joint Bookrunners and Joint Lead Managers" or the
"Managers"), or any of their respective affiliates, and neither the Managers nor any of their respective
affiliates make any representation or warranty or accept any responsibility, as to the accuracy or
completeness of the information contained in this Prospectus or any other documents incorporated by
reference or for any statement purported to be made by or on behalf of the Managers.
No person is or was authorized to give any information or make any representation concerning the
Issuer or the Notes which is not contained in or not consistent with this Prospectus or any information
supplied by the Issuer or such other information as in the public domain and, if given or made, such
information or representation must not be relied upon as having been authorized by the Issuer or the
Managers. In making an investment decision, investors must rely on their own examination of the Issuer
and the terms of the Notes including the merits and risks involved. Any decision to purchase Notes
should solely be based on this Prospectus.
The Issuer has confirmed to the Managers that the information contained in this Prospectus with respect
to the Issuer and the Notes is true and accurate in all material respects and is not misleading; that any
opinions and intentions expressed herein are honestly held and based on reasonable assumptions; and
that there are no other facts, the omission of which would make any statement, whether fact or opinion,
in this Prospectus misleading in any material respect; that all reasonable enquiries have been made to
verify the foregoing.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required to inform
themselves about and observe any such restrictions.
This Prospectus as well as any supplement hereto reflect the status as of their respective dates of issue.
The delivery of this Prospectus and the offering, sale or delivery of any Notes may not be taken as an
implication that the information contained in such documents is accurate and complete subsequent to
their respective dates of issue or that there has been no adverse change in the financial situation of the
Issuer since such date or that any other information supplied in connection with the Prospectus is
accurate at any time subsequent to the date on which it is supplied.
This document may only be communicated or caused to be communicated in circumstances in which
section 21(1) of the United Kingdom Financial Services and Markets Act 2000 ("FSMA") does not
apply.
ii

The Notes have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States. The Notes may be
subject to certain requirements under U.S. tax law. Subject to certain exceptions, 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 and the U.S. Internal Revenue Code of 1986, as amended,
and regulations thereunder).
Neither this Prospectus nor any supplement(s) thereto constitute an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuer or any
manager that any recipient of this Prospectus should subscribe for or purchase any Notes. Each
recipient of this Prospectus shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized by the Issuer or to any person to
whom it is unlawful to make such an offer or solicitation.
In connection with the issue of the Notes, Deutsche Bank (or persons acting on its behalf) may
over-allot the Notes or effect transactions with a view to supporting the price of the Notes at a
level higher than that which might otherwise prevail. However, stabilization may not necessarily
occur. Any stabilization action may begin at any time after the adequate public disclosure of the
terms of the offer of the Notes and, if begun, may cease at any time, but it must end no later than
the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Notes.
Any stabilization action or over-allotment must be conducted by the stabilizing managers (or
person(s) acting on its behalf) in accordance with all applicable laws and rules.
This Prospectus contains statements regarding the market position of IMMOFINANZ. Unless specified
otherwise, such statements regarding IMMOFINANZ's market or competitive position are based on the
Group's internal market research and IMMOFINANZ's management's estimates.
The legally binding language of this Prospectus is the English language, except for the Terms and
Conditions. The German text of the Terms and Conditions shall be binding and controlling; the English-
language text of the Terms and Conditions shall constitute a convenience translation. The documents
incorporated by reference into this Prospectus listed in the section "Presentation of financial and other
Information Financial statements documents incorporated by reference" have been published on the
Issuer's website and will be published on the website of the Luxemburg Stock Exchange
(www.bourse.lu). The English-language version of these documents, which are also published on the
Issuer's website, are translations of the respective German-language versions; these German-language
versions are not incorporated by reference in, and do not form part of, this Prospectus.
In this Prospectus, all references to "", "Euro" or "EUR" are to the currency introduced at the start of
the third stage of the European economic and monetary union, and as defined in Article 2 of the Council
Regulation (EC) No. 974/98 of May 3, 1998, on the introduction of the Euro, as amended. All
references to "$" or "USD" are to U.S. dollar, the official currency of the United States of America (the
"U.S."), and references to "RUB" are to Russian roubels, the lawful currency of the Russian Federation.

MIFID II PRODUCT GOVERNANCE
Professional investors and Eligible counterparties only target market: Solely for the purposes of
each manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "Distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
iii

The targeted investors are expected to have at least (1) advanced knowledge and/or experience with
financial products, (2) the ability to bear losses resulting from interest rate changes and no capital loss
bearing capacity if held to maturity, (3) a medium risk profile, (4) a return profile preservation, growth
and/or income as investment objective and (5) a medium term investment horizon.
Prohibition of sales to EEA retail investors: The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements relating to the Group's business, financial
condition, results of operations and strategies, and the industry in which it operates. Forward-looking
statements concern future circumstances and results and include other statements that are not historical
facts, sometimes identified by the words "might", "will", "should", "believes", "expects", "predicts",
"intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", "seeks", "pur-
sues", "goal" and similar expressions. Such statements reflect the Group's current views with respect to
future events and are subject to risks and uncertainties. In this Prospectus, forward-looking statements
include, inter alia, statements relating to the Group's implementation of its strategic initiatives, the
development of aspects of the Group's results of operations, the Group's competitive position, certain
financial targets the Group has set for itself, the Group's expectations relating to the impact of risks that
affect its business, including those set forth below under "Risk Factors", future developments in the
building materials industry (including demand and prices), the Group's future business development,
financial condition and economic performance, and general economic trends and developments.
The Group bases these forward-looking statements on its current plans, estimates, projections and
expectations. These statements are based on certain assumptions that, although reasonable at this time,
may prove to be erroneous. Investors should not place undue reliance on these forward-looking
statements. Many factors could cause the Group's actual results, performance or achievements to be
materially different from any future results, performance or achievements that may be expressed or
implied by such forward-looking statements. These factors include, inter alia, changes in general
economic and business conditions, levels of demand and pricing, changes and volatility in currency
exchange rates and interest rates, changes in raw material and product prices and inability to pass price
increases on to customers, changes in governmental policy, laws and regulations and political and social
conditions, changes in the competitive environment, the success of the Group's recent acquisitions and
divestitures, other factors that are discussed in more detail under "Risk Factors" below; and factors that
are not known to the Group at this time.
Should one or more of these factors or uncertainties materialize, or should the assumptions underlying
the forward looking statements included in this Prospectus prove incorrect, events described in this
Prospectus might not occur or actual results may deviate materially from those described in this
Prospectus as anticipated, believed, estimated or expected, and the Group may not be able to achieve its
financial targets and strategic objectives. Other than as required by law, the Issuer does not intend, and
does not assume any obligation, to update the forward-looking statements set forth in this Prospectus.
MARKET AND INDUSTRY DATA
This Prospectus includes information regarding market share, market position and industry data for the
Group's lines of business, which consists of estimates based on data and reports compiled by third
parties and on the Group's knowledge of its sales and markets. In many cases there is no readily
iv

available external information (whether from trade associations, government bodies or other
organizations) to validate market-related analyses and estimates, requiring the Issuer to rely on
internally developed estimates. The Issuer believes that such data are useful in helping investors
understand the industry in which the Group operates and the Group's position within the industry.
The Issuer confirms that any information provided by third parties was accurately reproduced. So far as
the Issuer is aware and was able to ascertain from information published by such third parties, no facts
were omitted which would render the reproduced information inaccurate or misleading. However, the
Issuer has not independently verified such data. Therefore, neither the Issuer nor any Manager assume
any responsibility for the correctness of any market share, market position, industry or other third party
data included in this Prospectus. In addition, while the Issuer believes its internal research to be reliable,
such research was not verified by any independent sources.

v

TABLE OF CONTENT

OVERVIEW ............................................................................................................................................... 1
RISK FACTORS ........................................................................................................................................ 5
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................... 32
DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................ 33
OVERVIEW OF THE CONSOLIDATED FINANCIAL DATA ........................................................... 35
GENERAL INFORMATION ABOUT THE ISSUER ............................................................................ 41
BUSINESS ............................................................................................................................................... 43
MANAGEMENT ..................................................................................................................................... 55
TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 58
TAXATION ............................................................................................................................................. 92
SUBSCRIPTION AND SALE ................................................................................................................. 98
GENERAL INFORMATION ................................................................................................................ 100

vi

OVERVIEW
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this overview.
Issuer:
IMMOFINANZ AG under the laws of Austria.
Managers:
Deutsche Bank AG, London Branch ("Deutsche Bank"), J.P. Morgan
Securities plc ("J.P. Morgan"), Société Générale and UniCredit Bank
Austria AG ("UniCredit" and, together with Deutsche Bank,
J.P. Morgan and Société Générale, the "Joint Bookrunners and Joint
Lead Managers" or the "Managers").
The Notes:
EUR 500 million 2.625% Notes due 2023.
Issue Price:
99.161% of the principal amount of the Notes.
Issue Date and Closing

Date:
January 28, 2019.
Use of Proceeds:
The net proceeds of the issue of the Notes will be used for the
refinancing of existing debt and for general corporate purposes.
Interest:
The Notes bear interest from January 28, 2019 at the rate of 2.625%
per annum payable annually in arrears on January 27 in each year
commencing on January 27, 2020 (short first coupon).
The Notes provide for an Interest-Step-Up-Event and for an Interest-
Step-Down-Event (each as defined in the Terms and Conditions) in
case of certain rating changes.
Status:
The obligations under 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, unless such obligations are
accorded priority under mandatory provisions of statutory law.
Form and Denomination:
The Notes will be issued in a denomination of EUR 100,000 each.
Payments on the Notes will be made in Euro.
The Notes are initially represented by a temporary global note (the
"Temporary Global Note") without coupons, which will be delivered
on or around January 28, 2019 (the "Closing Date") to a common
safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream, Luxembourg", and, together with
Euroclear, the "Clearing Systems"). The Temporary Global Note will
be exchanged, in whole or in part, for Notes in the specified
denomination represented by a permanent global note (the
"Permanent Global Note" and, together with the Temporary Global
Note, the "Global Notes"), without coupons, not earlier than 40 days
after the Closing Date upon certification as to non-U.S. beneficial
ownership. Interest payments in respect of the Notes cannot be
collected without such certification of non-U.S. beneficial ownership.
The holders of Notes ("Holders") are entitled to co-ownership interests
or other comparable rights in the Global Notes which are transferable
in accordance with applicable law and the rules and regulations of the
1

Clearing System.
The Global Notes are intended to be eligible collateral for the central
banking system for the Euro (the "Eurosystem") monetary police.
Whether Notes are recognizable as eligible collateral for Eurosystem
monetary police and intra-day credit operations will depend upon
satisfaction of the Eurosystem eligibility criteria.
The Global Notes will be issued in new global note form and are kept
in custody by a common safekeeper on behalf of both ICSDs as
defined in the Terms and Conditions.
Maturity Date:
January 27, 2023
Change of Control Put:
The holder of a Note may, by the exercise of the relevant option,
require the Issuer to redeem such Note at the Put Amount (as defined
in the Terms and Conditions) in case of a Change of Control (as
defined in the Terms and Conditions).
Call Redemption:
The Issuer may, upon notice given in accordance with the Terms and
Conditions redeem all of the Notes at its option, at the Call
Redemption Amount (as defined and further described in the Terms
and Conditions).
Three months Par Call:
The Issuer may call and redeem all of the Notes at its option, at any
date during the period from and including 90 days prior to the Maturity
Date to and excluding the Maturity Date at their principal amount plus
accrued interest until the redemption date.
Tax Call:
The Issuer may, upon notice given in accordance with the Terms and
Conditions redeem all of the Notes at its option, at their principal
amount plus accrued interest until the redemption date in case of a
Gross-up Event (as defined in the Terms and Conditions).
Clean-up Call:
The Issuer may, upon notice given in accordance with the Terms and
Conditions redeem all of the Notes at its option, at their principal
amount plus accrued interest until the redemption date if 80% or more
in principal amount of the Notes originally issued have been redeemed
or purchased by the Issuer or any subsidiary of the Issuer.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in the
Terms and Conditions.
Financial Covenants:
So long as any Note remains outstanding:
a) The Issuer undertakes that it will not, and will procure that none of
its Subsidiaries will, after the Issue Date, incur any Financial
Indebtedness (except for Financial Indebtedness for refinancing
existing Financial Indebtedness with an aggregate principal amount
that is equal to or less than the aggregate principal amount of the
refinanced Financial Indebtedness) if, after such further Financial
Indebtedness and the use of the net proceeds generated therewith
has come into effect
(i) the Debt Value Ratio (LTV) would exceed 0.6, or
2

(ii) the Secured Debt Ratio would exceed 0.45.
b) The Issuer further undertakes to ensure that on each Reporting Date
the Consolidated Coverage Ratio will be at least 1.50 to 1.00.
Cross-Acceleration:
The Notes will have the benefit of a cross-acceleration subject to a
threshold of EUR 100 million as described in more detail in the Terms
and Conditions.
Rating:
The Notes are rated BBB- by S&P Global Ratings Europe Limited
("S&P"). S&P is established in the European Community and is
registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of September 16, 2009 on credit rating
agencies, as amended (the "CRA Regulation").
S&P is established in the EU and is registered under the CRA
Regulation.
Taxes:
All payments of principal and interest in respect of the Notes will be
made free and clear of, and without withholding or deduction for, any
taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by the Republic of
Austria or any political subdivision or any authority of or in the
Republic of Austria that has power to tax, unless the Issuer is
compelled by a law to make such withholding or deduction. In that
event, the Issuer will pay, subject to detailed provisions in the Terms
and Conditions, additional amounts as will result in receipt by the
Holders of the same amounts as they would have received had no such
withholding or deduction been required, with customary exceptions as
described in the Terms and Conditions.
Governing Law:
The Notes are governed by German law.
Listing and Trading:
Application has been made for the Notes to be admitted to listing on
the official list of the Luxembourg Stock Exchange and admitted to
trading on the Luxembourg Stock Exchange's regulated market.
Clearing Systems:
Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, 1210 Brussels,
Kingdom of Belgium.
Clearstream Banking S.A., 42 Avenue JF Kennedy, L-1855
Luxembourg, Grand Duchy of Luxembourg.
Selling Restrictions:
See "Subscription and Sale".
Target Market
Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the Notes has led to
the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID
II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate.
The targeted investors are expected to have at least (1) advanced
knowledge and/or experience with financial products, (2) the ability to
bear losses resulting from interest rate changes and no capital loss
bearing capacity if held to maturity, (3) a medium risk profile, (4) a
return profile preservation, growth and/or income as investment
objective and (5) a medium term investment horizon.
3

Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes. These are set out under "Risk Factors"
above and include various risks relating to the Issuer's business. In
addition, there are certain factors that are material for the purpose of
assessing the market risks associated with the Notes. These are set out
under "Risk Factors" and include the fact that the Notes may not be a
suitable investment for all investors and certain market risks.
Financial Information:
See "Overview of Financial Information" and "Documents
Incorporated by Reference".
International Securities

Identification Number

(ISIN):
XS1935128956
Common Code:
193512895
German Securities Code

(WKN):
A2RWEN
Legal Entity Identifier

(LEI):
5299000DUMZ99SBBX121
4