Obligation Baywa AG 3.125% ( XS2002496409 ) en EUR

Baywa AG

100 % ▼

Allemagne

XS2002496409 ( en EUR )

3.125% par an ( paiement annuel )

25/06/2024 - Obligation échue

Prospectus brochure de l'obligation BayWa AG XS2002496409 en EUR 3.125%, échue

1 000 EUR

500 000 000 EUR

BayWa AG est une société allemande de commerce de gros et de services opérant dans les secteurs de l'agriculture, de l'énergie renouvelable et du bâtiment.

L'Obligation émise par Baywa AG ( Allemagne ) , en EUR, avec le code ISIN XS2002496409, paye un coupon de 3.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/06/2024

BayWa Aktiengesellschaft
[],000,000 [] per cent. Senior Notes due 2024

ISIN XS2002496409, Common Code 200249640
Issue Price: []%

BayWa Aktiengesellschaft, incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany, (the "Issuer" or the
"Company") will issue on June 19, 2019 (the "Issue Date") [] per cent Senior Notes due 2024 (the "Notes") in an aggregate principal amount of
[],000,000 (the "Aggregate Principal Amount"). The Notes will be issued in bearer form in denominations of 1,000 (the "Specified
Denomination"). The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including the issue date of the Notes to, but excluding June 24, 2024 (the "Maturity Date") at a rate of []
per cent. per annum, payable annually in arrears on June 24 of each year (each such date, an "Interest Commencement Date"), commencing on
June 24, 2020.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
The Notes (in whole but not in part) may be called by the Issuer at par within the period from March 25, 2024 (including) to the Maturity Date
(excluding).
The Notes (in whole but not in part) may also be called by the Issuer at par upon occurrence of a Gross-Up Event or if the Issuer has purchased
Notes equal to or in excess of 85% of the Aggregate Principal Amount of the Notes initially issued or within the period from 3-months prior to the
Maturity Date, all as further described in the terms and conditions of the Notes (the "Terms and Conditions").
If a Change of Control Event (as defined in the Terms and Conditions) has occurred, each Noteholder will have the option to declare all or some
only of his Notes due, by giving not less than 15 days' notice prior to the relevant Optional Redemption Date (as defined and further described in
the Terms and Conditions). Notes declared due upon occurrence of a Change of Control Event will be redeemed at an amount per Note equal to
the Specified Denomination, plus any interest accrued on the Notes to (but excluding) the Optional Redemption Date.
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 November 4, 2003 (as amended or superseded, the "Prospectus Directive"). This Prospectus will be published
in electronic form, together with any supplement thereto, 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 Act dated July 10, 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus
pour valeurs mobilières), as amended (the "Luxembourg Prospectus Law"). By approving this Prospectus, the CSSF gives no undertaking as to
the economic and financial soundness of the operation or 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 authorities in Germany and Austria with a certificate of
approval attesting that the Prospectus has been prepared in accordance with the Luxembourg Prospectus Law. Application has been made to the
Luxembourg Stock Exchange 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 Directive 2014/65/EU on Markets in Financial Instruments ("MiFID II").
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.
The issue price, the aggregate principal amount of the Notes to be issued, the interest rate, the issue proceeds and the yield of the issue will,
amongst others, be set out in the Pricing Notice (as described under "Offer, Subscription and Sale") which will be filed with the CSSF and
published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or after the Pricing Date (which is expected to be on or about
June 12, 2019) and prior to the Issue Date.

Joint Bookrunners

BNP PARIBAS
DZ BANK AG

ING
UniCredit Bank

The date of this Prospectus is May 31, 2019.

NOTICE
This Prospectus should be read and construed with any supplement thereto and the Pricing Notice and with the
documents incorporated by reference herein.
The Issuer has confirmed to the Joint Bookrunners (as defined herein in "Offer, Subscription and Sale") that this
Prospectus 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; that there are no other facts
with respect to the Issuer (hereinafter also referred to as "BayWa AG") or BayWa Group (with BayWa
Aktiengesellschaft as the ultimate parent company and, together with its consolidated subsidiaries, the "Group"
or the "BayWa Group") or the Notes, the omission of which would make this Prospectus as a whole or any
statement herein or opinions or intentions expressed herein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
The Issuer has undertaken with the Joint Bookrunners to prepare a supplement to this Prospectus pursuant to
Article 16 of the Prospectus Directive in the event that any significant new factor, material mistake or
inaccuracy relating to the information included in this Prospectus, which is capable of affecting the assessment
of the Notes, arises or is noted after the date of this Prospectus.
No person has been authorized by the Issuer to give any information or to make any representation not contained
in or not consistent with this Prospectus or any other document entered into in relation to the Notes or any
information supplied by the Issuer or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorized by the Issuer, the
Joint Bookrunners or any individual Joint Bookrunner.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Bookrunner nor any of its
respective affiliates nor any other person mentioned in the Prospectus, except for the Issuer, accepts
responsibility for the accuracy and completeness of the information contained in this Prospectus or any other
documents incorporated by reference. The Joint Bookrunners have not independently verified any such
information and accept no responsibility for the accuracy thereof. Neither the delivery of this Prospectus nor the
offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in this Prospectus is true subsequent to the date upon which this Prospectus has been published or
most recently supplemented or that there has been no adverse change in the financial position of the Issuer since
the date hereof or, as the case may be, the date upon which this Prospectus has been most recently
supplemented or the balance sheet date of the most recent financial statements which are deemed to be
incorporated into this Prospectus by reference is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and will include Notes in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S.
persons, see "Offer, Subscription and Sale--Selling Restrictions".
The distribution of this Prospectus as well as the offering, sale, and delivery of the Notes in certain jurisdictions
may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Bookrunners to
inform themselves about and to observe any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of Notes and on the distribution of this Prospectus and other offering material
relating to the Notes, see "Offer, Subscription and Sale--Selling Restrictions".
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 or to any person to whom it is unlawful to make such
an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase Notes and should not
be considered as a recommendation by the Issuer or any Joint Bookrunner that any recipient of this
Prospectus should subscribe for or purchase 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.
MIFID II product governance / Retail investors, professional investors and ECPs 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, professional
clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes are appropriate, including investment advice, portfolio management, non-
i

advised sales and pure execution services. 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.
Use of Proceeds / Eligible Green Projects - It is the Issuer's intention to apply the proceeds from the issue of
the Notes specifically to finance or refinance, in part or in full, projects aimed at increasing the production,
connection and distribution of renewable energies, including solar (photovoltaic) and wind (onshore) energy
("Eligible Green Projects"). No Joint Bookrunner makes any representation as to the suitability of the Notes to
fulfil environmental and sustainability criteria required by prospective investors. The Joint Bookrunners have
not undertaken, nor are responsible for, any assessment of the Eligible Green Projects, any verification of
whether the Eligible Green Projects meet the eligibility criteria of the green bond framework (the "Green Bond
Framework"), or the monitoring of the use of proceeds. Investors should refer to the Green Bond Framework
for information. ISS-oekom, the second-party opinion provider, has been appointed by the Issuer. In this
Prospectus all references to "", "EUR" or "Euro" 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 Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISSUE OF THE NOTES, UNICREDIT BANK AG (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT
NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR PERSON(S)
ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
This Prospectus contains assessments of market data and information derived therefrom which could not be
obtained from any independent sources. Such information is based on the Issuer's own internal assessments and
may therefore deviate from the assessments of competitors of BayWa Group or future statistics by independent
sources. As regards the market positions of BayWa Group, BayWa Group's own estimations are mainly based
on company data which either is derived from information by competitors or from data provided by independent
research companies.
The language of this Prospectus is English. The German text of the Terms and Conditions is controlling and
binding; the respective English language text constitutes a translation. In respect of the documents incorporated
by reference, the German language version is controlling and binding in relation to the documents listed in the
table of documents incorporated by reference in the section "Documents Incorporated by Reference".
ii

FORWARD-LOOKING STATEMENTS
This Prospectus contains various forward-looking statements that reflect management's current views with
respect to future events and anticipated financial and operational performance. Forward-looking statements as a
general matter are all statements other than statements as to historical facts or present facts or circumstances. In
some cases, these forward-looking statements can be identified by the use of forward-looking terminology or
subjective assessments, including the words "aims", "believes", "estimates", "anticipates", "expects", "intends",
"may", "will", "plans", "continue" or "should" or, in each case, their negative or similar terms and phrases,
including references and assumptions. Other forward-looking statements can be identified in the context in
which the statements are made. Forward-looking statements appear in a number of places throughout this
Prospectus, including, without limitation, in the sections entitled "Summary", "Risk Factors" and "Business",
and include, among other things, statements relating to BayWa Group's:
·
strategy, outlook and growth prospects;
·
expectations as to future growth in demand for products and services;
·
the impact of weather conditions and governmental regulations; and
·
the competitive environment.
Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the
actual results or outcome could differ materially from those set out in the forward-looking statements as a result
of many factors, including, among others:
·
changes in economic, geopolitical or other events;
·
weather conditions, disease, government programs, competition, and various other factors
affecting the availability and prices of the agricultural commodities and agricultural
commodity products the BayWa Group procures, stores, transports and merchandises;
·
trades in commodities which show high price volatility;
·
unfavorable weather conditions or natural calamities that reduce agricultural production
adversely affecting BayWa Group's business;
·
BayWa Group's operating results being adversely affected by changes in government policies,
mandates and regulations specifically affecting the agricultural sector and related industries;
·
changing worldwide demand for food and different forms of bio-energy on the price of farm
commodities and, consequently, the demand for certain agricultural equipment;
·
the cyclicality and seasonality and downturns in the construction industry;
·
competition in the markets in which BayWa Group operates;
·
compliance with numerous laws and regulations in multiple jurisdictions;
·
dependence on BayWa Group's compliance and risk management systems;
·
exposure to volatility and changes in foreign currency exchange rates arising from
international operations;
·
exposure to interest rate risks and counterparty risks;
·
exposure to credit risk through financing of trading partners and commercial customers;
·
international operations giving rise to complex tax matters; and
·
risks from legal proceedings and investigations.
These forward-looking statements speak only as of the date of this Prospectus. The Issuer expressly undertakes
no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by law or regulation. Accordingly, prospective
investors are cautioned not to place undue reliance on any of the forward-looking statements herein.
iii

TABLE OF CONTENTS
NOTICE ......................................................................................................................................................................... i
FORWARD-LOOKING STATEMENTS ................................................................................................................... iii
SUMMARY .................................................................................................................................................................. 1
GERMAN TRANSLATION OF THE SUMMARY ................................................................................................... 13
RISK FACTORS ......................................................................................................................................................... 27
RESPONSIBILITY STATEMENT ............................................................................................................................. 39
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 40
BUSINESS .................................................................................................................................................................. 67
TAXATION ................................................................................................................................................................ 88
OFFER, SUBSCRIPTION AND SALE ...................................................................................................................... 96
GREEN BOND FRAMEWORK ................................................................................................................................. 99
GENERAL INFORMATION .................................................................................................................................... 102
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 104

iv

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7). This summary (the "Summary") contains all the Elements required to
be included in a summary for this type of 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
A.1
Warnings.
This Summary should be read as an introduction to this
prospectus (the "Prospectus"). Any decision to invest in the
securities should be based on consideration of the Prospectus
as a whole.

Where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the member states of
the European Economic Area (the "Member States"), 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
Information regarding the
The Issuer consents to the use of the Prospectus by the Joint
subsequent use of the Prospectus.
Bookrunners and all financial 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 the
Joint Bookrunners and/or by any financial intermediary can
be made during the offer period which will commence on
June 3, 2019 and will be open until June 19, 2019 being the
date of issuance of the Notes.

The Joint Bookrunners and/or the financial intermediaries
may use the Prospectus for subsequent resale or final
placement of the Notes in Luxembourg, Austria and
Germany.
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.
1

Section B Issuer
B.1
Legal and commercial name.
The legal and commercial name of the Issuer is BayWa
Aktiengesellschaft.

B.2
Domicile, legal form, legislation
BayWa Aktiengesellschaft has its registered seat in Munich,
under which the issuer operates,
Germany, and is registered with the commercial register
country of incorporation.
(Handelsregister) maintained by the local court (Amtsgericht)
of Munich, Germany, under HRB 4921. The Company is a
German stock corporation (Aktiengesellschaft) incorporated
under and governed by the laws of the Federal Republic of
Germany.

B.4b
Known trends affecting the Issuer
The following external factors exert a significant influence on
and the industries in which it
the course of BayWa Group's business:
operates.

· economic and geopolitical events;
· crop disease;
· changes in government policies, mandates and
regulations;
· changing worldwide demand for food and
different forms of bio-energy;
· unfavorable
weather conditions or natural
calamities;
· governmental incentives for renewable energy
sources;
· cyclicality and seasonality of the construction
industry; and
· volatility and changes in foreign currency
exchange rates.

B.5
Description of the group and the
BayWa Aktiengesellschaft is the parent company of the
issuer's position within the group.
BayWa Group, which as per March 31, 2019 included more
than 300 fully consolidated subsidiaries.

B.9
Profit forecast or estimate.
Not applicable. The Company has not published any profit
forecasts or estimates.

B.10
Qualifications in the audit report on Not applicable. The audit opinions with respect to the audited
the historical financial information. consolidated
financial
statements
of
BayWa
Aktiengesellschaft for the financial years ended December
31, 2017 and December 31, 2018 do not include any
qualifications.

B.12
Selected historical key financial information regarding BayWa Group.
The financial information contained in the following tables is taken from the audited consolidated
financial statements of the BayWa Group as of and for the financial years ended December 31, 2017
and December 31, 2018 (the "Audited Consolidated Financial Statements") and the unaudited and
unreviewed condensed consolidated selected financial information of the BayWa Group as of and for
the three months ended March 31, 2019 (the "Unaudited and Unreviewed Condensed Consolidated
Selected Financial Information"), as contained in the Company's quarterly report
(Quartalsmitteilung). The Audited Consolidated Financial Statements have been prepared in
accordance with International Financial Reporting Standards as adopted in the European Union
("IFRS") and the additional information required by section 315e para.1 German Commercial Code
and the Unaudited and Unreviewed Condensed Consolidated Selected Financial Information have
been prepared on a basis consistent with IFRS. The Audited Consolidated Financial Statements have
been audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany, who issued an
unqualified audit opinion thereon.

2

Selected Consolidated Income Statement Data

Three months ended

Year ended December 31,
March 31,

2017
2018
2018
2019

in million, unless stated otherwise
(audited)
(unaudited)

Revenues ......................................
16,055.1
16,625.7
3,797.1
4,079.6
Gross profit ..................................
1,784.9
1,889.1
362.8
400.3
Result of operating activities .......
131.4
156.6
- 44.4
- 23.6
Financial result .............................
- 29.0
- 64.0
- 12.6
- 14.3
Earnings before tax (EBT) ...........
102.4
92.6
- 57.0
- 37.9
Net result for the period ...............
67.2
54.9
- 43.7
- 38.8
EBIT ............................................
171.3
172.4
- 41.0
- 13.8
EBITDA .......................................
318.4
315.3
- 7.5
41.2
Basic earnings per share (in ) .....
1.13
0.92
- 1.23
- 1.09
Diluted earnings in share (in ) ....
1.13
0.92
- 1.23
- 1.09

Selected Consolidated Balance Sheet Data

As of December 31,
As of March 31,

2017
2018
2019

in million

(audited)
(unaudited)
Assets ..........................................

Non-current assets.......................
2,396.9
2,476.9
3,125.1
Current assets ..............................
4,077.4
5,030.4
5,672.1
Non-current assets held for
sale/disposal groups .................
13.7
4.2
2.1
Total assets ..................................
6,488.0
7,511.5
8,799.3
Shareholders' equity and
liabilities ..................................

Equity ..........................................
1,435.5
1,389.1
1,362.8
Non-current liabilities .................
2,065.7
2,074.7
2,675.4
Current liabilities ........................
2,986.8
4,047.7
4,761.1
Liabilities from non-current
assets held for sale/disposal
groups ......................................
-
-
-
Total shareholders' equity and

liabilities ...................................
6,488.0
7,511.5
8,799.3

No material adverse change / There has been no material adverse change in the prospects
significant changes in financial or of the Issuer and the Group since December 31, 2018.
trading position

Not applicable. There have been no significant changes in the

financial or trading position of the Issuer and its subsidiaries

taken as a whole since March 31, 2019.

B.13
Recent developments.
On April 12, 2018, BayWa Aktiengesellschaft announced
that it plans to facilitate the future growth of BayWa r.e.
renewable energy GmbH by way of a capital increase at the
level of BayWa r.e. renewable energy GmbH involving a
third party investor. BayWa Aktiengesellschaft is committed
to remain majority shareholder of BayWa r.e. renewable
energy GmbH.
On May 10, 2019 BayWa Aktiengesellschaft announced that
it intends to divest its wholly-owned subsidiary TESSOL
3

Kraftstoffe, Mineralöle und Tankanlagen GmbH with its seat
in Stuttgart. TESSOL's main field of activity is the classic
petrol station business. The planned transaction is part of a
capital reallocation in the corporate portfolio in order to
further expand BayWa Aktiengesellschaft's strategic business
areas.

B.14
Statement of dependency upon other Please see Element B.5 for information on the description
entities within the Group.
of the Group.
Not applicable. BayWa Aktiengesellschaft is not dependent
upon other entities in the Group.

B.15
Principal activities.
The BayWa Group, with BayWa Aktiengesellschaft as the
ultimate parent company is a group of trade, services and
logistics companies and an integrated solution provider,
divided into the three operating segments Agriculture, Energy
and Building Materials as well as the Innovation &
Digitalisation segment.
The Agriculture segment comprises four business units:
BayWa Agri Supply & Trade (BAST), Agri Trade & Service,
Global Produce and Agricultural Equipment. Effective
January 1, 2018, the domestic marketing activities for the
BAST business unit were transferred to the former BayWa
Agricultural Sales (BAV) business unit, in order to manage
national produce trading in one place from recording through
to marketing. As part of this reorganization, the BAV
business unit was renamed the Agri Trade & Service business
unit. The BAST business unit continues to include the
international grain and oilseed trading activities. In addition,
the Fruit business was renamed Global Produce effective
January 1, 2018. BAST encompasses the BayWa Group's
international trading, distribution and logistics activities
involving grain, oilseed and additional products, acting as a
supply chain manager, covering the entire value chain from
procurement and logistics to sale.
The Agri Trade & Services business unit covers all stages of
farms' value chains: recording, sales and service. It supplies
national farmers with agricultural inputs throughout the entire
agricultural year and collects as well as markets the harvest
regionally.
The Global Produce business unit combines all activities of
the Group in the business of fruit and vegetable growing and
trading these products.
The full line of machinery, equipment and systems for all
areas of agriculture is offered in the Agricultural Equipment
business unit. In January 2017, the Agricultural Equipment
business unit was reorganized by dividing it into the
Agricultural Equipment, CLAAS Affiliated Companies and
Special Agricultural Equipment business divisions to better
meet the needs of different customer groups and realize
growth potential.
The Energy operating segment is divided into the Renewable
Energies business unit and the Conventional Energy business
unit. Under the BayWa r.e. renewable energy GmbH
umbrella, the Group covers the largest part of the value chain
in the renewable energies business. Business activities are
4

divided into four areas: project development /
implementation, services, photovoltaic trade and energy trade
from renewable energy sources. The Conventional Energy
business unit comprises an extensive network, which ensures
the supply of heating oil, fuels, lubricants and wood pellets to
commercial and private customers. Diesel and Otto fuels are
sold through numerous filling stations.
The Building Materials segment comprises building materials
trading activities, as well as the operation of do-it-yourself
(DIY) and garden centers in Austria.
The Innovation & Digitalisation segment, which evolved
from the former Digital Farming unit and the Group's e-
commerce business activities, develops and provides software
solutions and integrated services for enhancing productivity
in agriculture.
B.16
Major shareholders.
According to voting right notifications received and the
knowledge of the Issuer, the following entities hold an
interest in the Issuer as of the date of this Prospectus:

Bayerische Raiffeisen-Beteiligungs-AG, Germany ...........................
34.75%

Raiffeisen Agrar Invest AG, Austria ..................................................
25.01%

Freefloat .............................................................................................
40.24%

Total ..................................................................................................
100.0%

B.17
Credit ratings of the Issuer or its
Not applicable. Neither the Issuer nor the Notes nor any of
debt securities.
the Issuer's outstanding debt securities have been assigned a
rating by external rating agencies.

Section C Securities
C.1
Type and the class of the securities
The Issuer is issuing unsecured notes (the "Notes").
being offered and/or admitted to

trading.

Security identification number.
The security identification numbers of the Notes are:

ISIN: XS2002496409
Common Code: 200249640

C.2
Currency.
The Notes are issued in Euro ("EUR").

C.5
A description of any restrictions on Not applicable. The Notes are freely transferable.
the free transferability of the

securities.

C.8
Rights attached to the Notes,

ranking of the Notes, limitations of
Rights attached to the Notes:
the rights attached to the Notes.
The Notes entitle the Holders, in particular, to the interest
payments described in Element C.9.

Ranking of the Notes:
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 law.

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