Obligation ZF Eurofinance BV 2.5% ( XS2010039977 ) en EUR

ZF Eurofinance BV

100 % ▲

Allemagne

XS2010039977 ( en EUR )

2.5% par an ( paiement annuel )

23/10/2027

Prospectus brochure de l'obligation ZF Europe finance BV XS2010039977 en EUR 2.5%, échéance 23/10/2027

100 000 EUR

600 000 000 EUR

23/10/2026 ( Dans 258 jours )

ZF Europe Finance BV est une filiale financière de ZF Friedrichshafen AG, gérant les activités financières de ZF en Europe.

Un instrument financier d'intérêt, l'obligation émise par ZF Europe Finance BV, se présente comme une opportunité pertinente pour les investisseurs soucieux de diversification. ZF Europe Finance BV est une entité de financement rattachée au groupe ZF Friedrichshafen AG, un leader technologique mondial dans les systèmes de propulsion et de châssis, ainsi que dans les technologies de sécurité active et passive pour l'automobile et l'industrie. Fort de son expertise reconnue et de sa position stratégique dans le secteur de la mobilité, le groupe ZF soutient cette émission obligataire. Cette émission spécifique, identifiée par le code ISIN XS2010039977, est une obligation de type classique, libellée en Euros (EUR), et a été initialement émise depuis l'Allemagne, soulignant son ancrage dans une juridiction économique stable. Actuellement, son prix sur le marché secondaire est de 100% de sa valeur nominale, indiquant une négociation au pair. Elle propose un taux d'intérêt fixe de 2,5%, avec une fréquence de paiement des coupons annuelle (1 paiement par an). La taille totale de cette émission s'élève à 600 000 000 d'Euros, offrant une liquidité substantielle. La taille minimale à l'achat pour un lot est de 100 000 Euros, ciblant ainsi principalement les investisseurs institutionnels ou les investisseurs privés à haute capacité. La maturité de cette obligation est fixée au 23 octobre 2027, la positionnant comme un investissement à moyen terme.

ZF Europe Finance B.V.
(Kingsfordweg 151, 1043GR Amsterdam, the Netherlands)
EUR 500,000,000 1.250% fixed rate notes due October 23, 2023, issue price: 99.117%,
EUR 900,000,000 2.000% fixed rate notes due February 23, 2026, issue price: 98.904%,
EUR 600,000,000 2.500% fixed rate notes due October 23, 2027, issue price: 99.030%,
EUR 700,000,000 3.000% fixed rate notes due October 23, 2029, issue price: 98.638%,
each with an unconditional and irrevocable guarantee as to payment of principal and interest from
ZF Friedrichshafen AG
(Friedrichshafen, Federal Republic of Germany)
ZF Europe Finance B.V., Amsterdam, the Netherlands (the "Issuer"), will issue on October 23, 2019 (the "Issue Date") EUR 500,000,000
1.250% fixed rate notes in bearer form due October 23, 2023 with a denomination of EUR 100,000 (the "2023 Notes"), EUR 900,000,000
2.000% fixed rate notes in bearer form due February 23, 2026 with a denomination of EUR 100,000 (the "2026 Notes"), EUR 600,000,000
2.500% fixed rate notes in bearer form due October 23, 2027 with a denomination of EUR 100,000 (the "2027 Notes") and EUR 700,000,000
3.000% fixed rate notes in bearer form due October 23, 2029 with a denomination of EUR 100,000 (the "2029 Notes", and together with the
2023 Notes, the 2026 Notes and the 2027, the "Notes", and each of the 2023 Notes, the 2026 Notes, the 2027 Notes and the 2029 Notes also
referred to as a "Tranche of Notes"). Each Tranche of Notes will be unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG,
Löwentaler Straße 20, 88046 Friedrichshafen, Federal Republic of Germany (the "Guarantor", "ZF" or "ZF AG", and together with its
consolidated subsidiaries, the "ZF Group", "we", "us", "our", or the "Group") pursuant to an unconditional and irrevocable guarantee (each of
these guarantees, a "Guarantee", and collectively, the "Guarantees"). The Notes and the Guarantees will be governed by the laws of the
Federal Republic of Germany ("Germany").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation").
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent
authority under the Prospectus Regulation, and will be published in electronic form on the website of the Luxembourg Stock Exchange
(http://www.bourse.lu). The CSSF has only approved this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer or the
Guarantor that are the subject of this Prospectus nor as an endorsement of the quality of any Notes that are the subject of this Prospectus.
Investors should make their own assessment as to the suitability of investing in such Notes.
Application has been made to list the Notes on the official list (the "Official List") of the Luxembourg Stock Exchange (Bourse de Luxembourg)
and to admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock
Exchange is a regulated market in the meaning of Directive 2014/65/EU (as amended, "MiFID II").
This Prospectus will be valid for admission to trading of the Notes on a regulated market until October 20, 2020. In case of a significant new
factor, material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the
Notes and which arises or is noted between the time when this Prospectus is approved and the time when trading of the Notes begins on the
regulated market of the Luxembourg Stock Exchange, the Issuer will prepare and publish a supplement to the Prospectus without undue delay
in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to apply at
the latest upon expiry of the validity of this Prospectus.
It is expected that delivery of the Notes will be made upon instruction of the Joint Lead Managers (as defined in the section "Notice to Investors")
through the facilities of Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV, Belgium (the "Clearing System") on or about
October 23, 2019. Each Tranche of Notes will initially be represented by a temporary global note to be exchanged for a permanent global note
in accordance with the terms and conditions of the Notes (the "Terms and Conditions") each to be kept in custody on behalf of the Clearing
System.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 13.
The Notes have been assigned the following securities codes:
2023 Notes: ISIN XS2010040124, Common Code 201004012, WKN A2YN3H
2026 Notes: ISIN XS2010039381, Common Code 201003938, WKN A2YN3J
2027 Notes: ISIN XS2010039977, Common Code 201003997, WKN A2YN3K
2029 Notes: ISIN XS2010039894, Common Code 201003989, WKN A2YN3L
The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The Notes may not be offered or sold within the United States of America (the "United States" or "U.S.") or to,
for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). See "Notice to
Investors" and "Subscription of Sale of the Notes Selling Restrictions" for additional information.
Joint Lead Managers and Joint Bookrunners
Santander
Bank of China
BNP PARIBAS
Corporate & Investment Banking
BofA Merrill Lynch
Citigroup
Deutsche Bank
ING
J.P. Morgan
Mizuho Securities
MUFG
SMBC Nikko
The date of this Prospectus is October 21, 2019.

RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this
Prospectus (including any documents incorporated by reference) and hereby declares that, to
the best of their knowledge, the information contained in this Prospectus (including any
documents incorporated by reference) is, to the best of their knowledge, in accordance with the
facts and contains no omission likely to affect its import.
The Issuer and the Guarantor further confirm that (i) this Prospectus contains all information
with respect to the Issuer, the Guarantor, the ZF Group, the Notes and the Guarantees which
is material in the context of the issue and offering of the Notes, including all information which,
according to the particular nature of the Issuer, the Guarantor, the Notes and the Guarantees
is necessary to enable investors and their investment advisers to make an informed
assessment of the assets and liabilities, financial position, profits and losses, and prospects of
the Issuer, the Guarantor, the ZF Group and of the rights attached to the Notes and the
Guarantees; (i ) the information contained in this Prospectus relating to the Issuer, the
Guarantor, the ZF Group, the Notes and the Guarantees is accurate and complete in all material
respects and not misleading; (i i) that any opinions and intentions expressed herein are honestly
held and based on reasonable assumptions; (iv) there are no other facts in relation to the Issuer,
the Guarantor, the ZF Group, the Notes or the Guarantees the omission of which would, in the
context of the issue and offering of the Notes, make this Prospectus as a whole or any of such
information or the expression of any such opinions or intentions misleading; and (v) reasonable
enquiries have been made by the Issuer and the Guarantor to ascertain al such facts for the
purposes aforesaid.
NOTICE TO INVESTORS
No person is authorized to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by or on behalf of the Issuer, the Guarantor or
Banco Santander, S.A., Bank of China Limited, London Branch, BNP Paribas, Citigroup Global
Markets Europe AG, Deutsche Bank Aktiengesellschaft, ING Bank N.V., J.P. Morgan Securities
plc, Merril Lynch International, MUFG Securities (Europe) N.V., Mizuho Securities Europe
GmbH and SMBC Nikko Capital Markets Europe GmbH (together, the "Joint Lead
Managers"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any
Notes made hereunder shall, under any circumstances, create any implication that (i) the
information in this Prospectus is correct as of any time subsequent to the date hereof or, as the
case may be, subsequent to the date on which this Prospectus has been most recently
supplemented; (i ) there has been no adverse change in the financial situation of the Issuer or
the Guarantor which is material in the context of the issue and sale of the Notes since the date
of this Prospectus or, as the case may be, the date on which this Prospectus has been most
recently supplemented, or the balance sheet date of the most recent consolidated financial
statements which are deemed to be incorporated into this Prospectus by reference; or (i i) any
other information supplied in connection with the issue of the Notes 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.
This Prospectus contains certain forward-looking statements, including statements using the
words "believes", "anticipates", "intends", "expects" or other similar terms. This applies in
particular to statements under the caption "Information about the Guarantor and the ZF Group"
and statements elsewhere in this Prospectus relating to, among other things, the future financial
performance, plans and expectations regarding developments in the businesses of the Issuer
and the Guarantor. These forward-looking statements are subject to a number of risks,
uncertainties, assumptions and other factors that may cause the actual results, including the
financial position and profitability of the Issuer or the Guarantor, to be materially different from

2

or worse than those expressed or implied by these forward-looking statements. Neither the
Issuer nor the Guarantor assumes any obligation to update such forward-looking statements or
to adapt them to future events or developments.
This Prospectus contains non-IFRS financial measures and ratios, including adjusted EBIT,
adjusted EBIT margin, free cash flow, adjusted free cash flow, gross debt and net debt that are
not required by, or presented in accordance with, International Financial Reporting Standards
as adopted by the European Union ("IFRS"). The Guarantor presents non-IFRS financial
measures because some investors may find it helpful. The definitions of the non-IFRS financial
measures may not be comparable to other similarly titled measures of other companies and
have limitations as analytical tools and should not be considered in isolation or as a substitute
for analysis of our operating results as reported under IFRS. Non-IFRS financial measures and
ratios such as adjusted EBIT, adjusted EBIT margin, free cash flow, adjusted free cash flow,
gross debt and net debt should not be considered as alternatives to EBIT, net profit after tax,
cash flow from operating activities or any other performance or liquidity measures derived in
accordance with IFRS.
In accordance with commercial accounting, some numerical figures (including percentages) in
this Prospectus have been rounded to the nearest whole number. As a result, figures shown as
totals in some tables may not be the exact arithmetic aggregation of the rounded figures that
precede them. Percentages cited in the text, however, were calculated using the actual values
rather than the rounded values. Accordingly, in certain cases it is possible that the percentages
in the text differ from percentages based on the rounded values.
To the extent not otherwise indicated, the information contained in this Prospectus on the
market environment, market developments, growth rates, market trends and competition in the
markets in which the Issuer and the Group operate is taken from publicly available sources,
including, but not limited to, third-party studies or the Issuer's or Guarantor's own estimates that
are also primarily based on data or figures from publicly available sources. The information from
third-party sources that is cited here has been reproduced accurately. As far as the Issuer and
the Guarantor are aware and are able to ascertain from information published by such third-
party, no facts have been omitted which would render the reproduced information published
inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these
estimates that would not be available from publications issued by market research firms or from
any other independent sources. This information is based on the Issuer's and Guarantor's
internal estimates and, as such, may differ from the estimates made by the Issuer's and
Guarantor's competitors or from data collected in the future by market research firms or other
independent sources. To the extent the Issuer or the Guarantor derived or summarized the
market information contained in this Prospectus from a number of different studies, an individual
study is not cited unless the respective information can be taken from it directly.
The Issuer and the Guarantor have not independently verified the market data and other
information on which third parties have based their studies or the external sources on which the
Issuer's own estimates are based. Therefore, neither the Issuer nor the Guarantor assume
responsibility for the accuracy of the information on the market environment, market
developments, growth rates, market trends and competitive situation presented in this
Prospectus from third-party studies or the accuracy of the information on which the Issuer's or
Guarantor's own estimates are based. Any statements regarding the market environment,
market developments, growth rates, market trends and competitive situation presented in this
Prospectus regarding ZF Group and its operating divisions contained in this Prospectus are
based on own estimates and/or analysis unless other sources are specified.
This Prospectus should be read and understood in conjunction with any supplement hereto and
with any documents incorporated herein by reference.

3

Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except
for the Issuer and the Guarantor, is responsible for the information contained in this Prospectus
or any other document incorporated herein by reference, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any
responsibility for the accuracy and completeness of the information contained in any of these
documents.
This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the
Issuer, the Guarantor or the Joint Lead Managers to purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer and
the Guarantor. Neither this Prospectus nor any other information supplied in connection with
the Notes should be considered as a recommendation by the Issuer, the Guarantor or the Joint
Lead Managers to a recipient hereof and thereof that such recipient should purchase any Notes.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain
jurisdictions are restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe
any such restrictions. In particular, the Notes and the Guarantees have not been, and wil not
be, registered under the Securities Act. Subject to certain limited exceptions, the Notes may
not be offered, sold or delivered within the United States or to U.S. persons.
PROHIBTION 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 European Economic Area ("EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in Directive
2014/65/EU (as amended, "MiFID II") or (i ) a customer within the meaning of Directive
2016/97/EU (as amended, the "Insurance Distribution 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.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the product
approval process conducted by each Joint Lead Manager who is a manufacturer for the
purposes of EU Delegated Directive 2017/593, the target market assessment in respect of the
Notes has led to the conclusion that, as of the date of this Prospectus: (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, sel ing 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.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION Solely for
the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities
and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby
notifies al relevant persons (as defined in Section 309A of the SFA) that the Notes are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018).

4

For a further description of certain restrictions on offerings and sales of the Notes and
distribution of this Prospectus (or of any part thereof) see "Subscription and Sale of the Notes
Sel ing Restrictions."
The legal y binding language of this Prospectus is English. Any part of this Prospectus in
German language constitutes a translation, except for the Terms and Conditions in respect of
which German is the legal y binding language.
In this Prospectus, unless otherwise specified, al 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 May 3, 1998 on the
introduction of the Euro, as amended, and references to "$" or "USD" or "US Dollar" refer to
the legal currency of the United States.
For the avoidance of doubt, the content of any website referred to in this Prospectus does not
form part of this Prospectus (unless it is explicitly incorporated by reference into this
Prospectus) and has not been scrutinized or approved by the CSSF.
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
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 RELEVANT STABILIZATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF
ANY STABILIZATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS,
DIRECTIVES, REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus does not constitute, and 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.

5

TABLE OF CONTENTS

OVERVIEW OF THE TERMS AND CONDITIONS .................................................................. 7
RISK FACTORS ..................................................................................................................... 13
USE OF PROCEEDS ............................................................................................................. 49
INFORMATION ABOUT THE ISSUER .................................................................................. 50
INFORMATION ABOUT THE GUARANTOR AND THE ZF GROUP .................................... 54
BUSINESS OF THE ZF GROUP ............................................................................................ 66
TERMS AND CONDITIONS ................................................................................................... 80
FORM OF GUARANTEE ...................................................................................................... 139
TAXATION ............................................................................................................................ 154
SUBSCRIPTION AND SALE OF THE NOTES .................................................................... 161
GENERAL INFORMATION .................................................................................................. 164
INCORPORATION BY REFERENCE .................................................................................. 167
NAMES AND ADDRESSES ................................................................................................. 169

6

OVERVIEW OF THE TERMS AND CONDITIONS
The following overview contains basic information about the Notes and the Guarantees and is
not intended to be complete. It does not contain all the information that is important for making
a decision to invest in the Notes. For a more complete description of the Notes and the
Guarantees, please refer to the section "Terms and Conditions" of this Prospectus and to the
section "Form of Guarantee" of this Prospectus. For information on the Issuer and the
Guarantor, their businesses and their financial condition and results of operations, please refer
to the sections "Information about the Issuer" and "Information about the Guarantor and the ZF
Group", respectively, of this Prospectus. Terms used in this overview and not otherwise defined
have the meanings given to them in the Terms and Conditions.
Issuer
ZF Europe Finance B.V.
Guarantor
ZF Friedrichshafen AG
Notes
The Notes consist of:
· EUR 500,000,000 1.250% fixed rate notes in
bearer form due 23 October 2023 (the "2023
Notes");
· EUR 900,000,000 2.000% fixed rate notes in
bearer form due 23 February 2026 (the "2026
Notes");
· EUR 600,000,000 2.500% fixed rate notes in
bearer form due 23 October 2027 (the "2027
Notes"); and
· EUR 700,000,000 3.000% fixed rate notes in
bearer form due 23 October 2029 (the "2029
Notes" and together with the 2023 Notes, the
2026 Notes and the 2027 Notes, the "Notes",
and each of the 2023 Notes, the 2026 Notes, the
2027 Notes and the 2029 Notes also referred to
as a "Tranche of Notes").
The Notes have been assigned the following securities
codes:
· 2023 Notes:
ISIN XS2010040124
Common Code 201004012
WKN A2YN3H
· 2026 Notes:
ISIN XS2010039381
Common Code 201003938
WKN A2YN3J
· 2027 Notes:
ISIN XS2010039977
Common Code 201003997
WKN A2YN3K

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· 2029 Notes:
ISIN XS2010039894
Common Code 201003989
WKN A2YN3L
Joint Lead Managers and
Banco Santander, S.A.
Joint Bookrunners
Bank of China Limited, London Branch
BNP Paribas
Citigroup Global Markets Europe AG
Deutsche Bank
ING Bank N.V.
J.P. Morgan Securities plc
Merrill Lynch International
MUFG Securities (Europe) N.V.
Mizuho Securities Europe GmbH
SMBC Nikko Capital Markets Europe GmbH
Principal Paying Agent
Deutsche Bank Aktiengesellschaft
Principal Amount
2023 Notes: EUR 500,000,000
2026 Notes: EUR 900,000,000
2027 Notes: EUR 600,000,000
2029 Notes: EUR 700,000,000
Issue Price
2023 Notes: 99.117%
2026 Notes: 98.904%
2027 Notes: 99.030%
2029 Notes: 98.638%
Issue Date of the Notes
October 23, 2019
Specified Denomination
EUR 100,000
Form of Notes
Each Tranche of Notes will initial y be represented by a
temporary global note to be exchanged for a permanent
global note in accordance with the terms and conditions
of the Notes each to be kept in custody on behalf of the
Clearing System.
Status of the Notes
The obligations under the Notes constitute direct,
unconditional,
unsubordinated
and
unsecured
obligations of the Issuer ranking pari passu without any
preference among themselves and at least pari passu
with al other unsubordinated and unsecured obligations
of the Issuer, present or future, unless such obligations
are accorded priority under mandatory provisions of
statutory law.
Guarantee and Status of the
The Guarantor wil give unconditional and irrevocable
Guarantee
guarantees for the due and punctual payment of principal
of, and interest on, and any other amounts payable under
each Tranche of Notes. Each Guarantee constitutes a
contract for the benefit of the holders of the relevant
Tranche of Notes (the "Noteholders") from time to time

8

as third party beneficiaries in accordance with
section 328 paragraph 1 of the German Civil Code
(Bürgerliches Gesetzbuch), giving rise to the right of
each Noteholder to require performance of the relating
Guarantee directly from the Guarantor and to enforce
such Guarantee directly against the Guarantor.

The obligations of the Guarantor under each Guarantee
rank at least pari passu with all other unsubordinated and
unsecured obligations of the Guarantor, present or
future, unless such obligations are accorded priority
under mandatory provisions of statutory law.
Interest on the Notes
The 2023 Notes wil bear interest from and including
October 23, 2019 to, but excluding, October 23, 2023 at
a rate of 1.250% per annum, payable annual y in arrears
on October 23, in each year, commencing on
October 23, 2020.
The 2026 Notes wil bear interest from and including
October 23, 2019 to, but excluding, February 23, 2026 at
a rate of 2.000% per annum, payable annual y in arrears
on February 23, in each year, commencing on
February 23, 2020 (short first interest period).
The 2027 Notes wil bear interest from and including
October 23, 2019 to, but excluding, October 23, 2027 at
a rate of 2.500% per annum, payable annual y in arrears
on October 23, in each year, commencing on
October 23, 2020.
The 2029 Notes wil bear interest from and including
October 23, 2019 to, but excluding, October 23, 2029 at
a rate of 3.000% per annum, payable annual y in arrears
on October 23, in each year, commencing on
October 23, 2020.
Maturity
Unless previously redeemed or repurchased, the 2023
Notes will be redeemed at par on October 23, 2023.
Unless previously redeemed or repurchased, the 2026
Notes will be redeemed at par on February 23, 2026.
Unless previously redeemed or repurchased, the 2027
Notes will be redeemed at par on October 23, 2027.
Unless previously redeemed or repurchased, the 2029
Notes will be redeemed at par on October 23, 2029.
Redemption following a
If either the Issuer or the Guarantor becomes obligated
Gross-up or a Clean-up Call
to pay Additional Amounts (as defined in the Terms and
Event
Conditions) or upon occurrence of a Clean-up Cal Event
(as defined in the Terms and Conditions), the Issuer may
call each Tranche of Notes for redemption (in whole but
not in part).

In the case such cal notice is given due to the obligation
of the Issuer or the Guarantor to pay Additional Amounts

9

or following a Clean-up Call Event the Issuer (failing
which the Guarantor) shal redeem the remaining Notes
of the relevant Tranche of Notes on the specified
redemption date at an amount per Note equal to the
principal amount plus any accrued and unpaid interest
on the Notes to but excluding the date of redemption.
Early Redemption in case of
If an Acquisition Event (as defined in the Terms and
an Acquisition Event
Conditions) occurs, the Issuer may call each Tranche of
Notes (in whole but not in part) for redemption upon
giving of not less than 10 nor more than 30 calendar
days' irrevocable notice at 101% of the principal amount
per Note outstanding plus any Interest accrued to, but
excluding, the Call Redemption Date (as defined in the
Terms and Conditions).
Redemption at the Option of
Upon giving not less than 30 and not more than 60 days'
the Issuer
prior notice to the Noteholders, the Issuer may at any
time redeem all or only some of the Notes of each
Tranche at an amount per Note equal to its principal
amount plus any accrued and unpaid interest on the Note
to but excluding the date of redemption plus a make-
whole premium.
Upon giving not less than 30 and not more than 60 days'
prior notice to the Noteholders, the Issuer may also,
during the period beginning on September 23, 2023 in
case of the 2023 Notes, on December 23, 2025 in case
of the 2026 Notes, on July 23, 2027 in case of the 2027
Notes and on July 23, 2029 in case of the 2029 Notes,
and ending on the scheduled redemption date of such
Tranche of Notes, redeem the remaining Notes of each
Tranche, in whole but not in part, at an amount per Note
equal to its principal amount plus any accrued and
unpaid interest on the Note to but excluding the date of
redemption.
Change of Control
The Notes provide for a change of control provision.
Each Noteholder is entitled to request the Issuer to
redeem the Notes of each such requesting Noteholder
upon the occurrence of a change of control at an amount
per Note equal to its principal amount plus any accrued
and unpaid interest on the Note to but excluding the date
of redemption.
Events of Default
The Notes provide for events of default entitling
Noteholders to demand immediate redemption of the
Notes. However, the Notes provide that the effectiveness
of such right of a Noteholder in some cases is subject to
the receipt of default notices from Noteholders
representing at least 10% of the aggregate principal
amount of the relevant Tranche of Notes then
outstanding.

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