Obligation E.ON SE 0.875% ( XS2177580508 ) en EUR

E.ON SE

100 % ▲

Allemagne

XS2177580508 ( en EUR )

0.875% par an ( paiement annuel )

20/08/2031 - Obligation échue

Prospectus brochure de l'obligation E.ON SE XS2177580508 en EUR 0.875%, échue

1 000 EUR

500 000 000 EUR

E.ON SE est une société énergétique internationale basée en Allemagne, active dans la production, la distribution et la vente d'électricité et de gaz naturel.

L'Obligation émise par E.ON SE ( Allemagne ) , en EUR, avec le code ISIN XS2177580508, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/08/2031

MiFID II Product Governance 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 each having (1) at least basic knowledge and/or experience with
financial products, (2) a long term investment horizon, (3) asset accumulation as investment objective, (4) the
ability to bear no loss / small losses and (5) the risk tolerance and compatibility of the risk/reward profile
corresponding to 3 as Summary Risk Indicator (SRI); (ii) all channels for distribution to eligible counterparties
and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to retail
clients are appropriate - investment advice and portfolio management, subject to suitability and
appropriateness obligations under MiFID II, as applicable. 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, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable.

In the case of Notes listed on the Luxembourg Stock Exchange or publicly offered in the Grand Duchy
of Luxembourg, the Final Terms will be displayed on the website of the Luxembourg Stock Exchange
(www.bourse.lu).

18 May 2020
18. Mai 2020

Final Terms
Endgültige Bedingungen

E.ON SE

EUR 500,000,000 0.875 per cent. Notes due 20 August 2031 (Green Bonds)
EUR 500.000.000 0,875% Schuldverschreibungen fällig 20. August 2031 (Green Bonds)

Issue Date: 20 May 2020
Tag der Begebung: 20. Mai 2020

issued pursuant to the 35,000,000,000 Debt Issuance Programme dated 27 March 2020
begeben aufgrund des 35.000.000.000 Debt Issuance Programme vom 27. März 2020

Series No.: 72, Tranche: 1
Serien Nr.: 72, Tranche: 1
Important Notice
These Final Terms have been prepared for the purpose of Article 8(5) in conjunction with Article 25(4) of the
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended, and
must be read in conjunction with the Base Prospectus pertaining to the Programme dated 27 March 2020 (the
"Prospectus") as supplemented by a Supplement dated 12 May 2020. The Prospectus and any supplement
thereto are available for viewing in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and copies may be obtained from E.ON SE, Brüsseler Platz 1, 45131 Essen, Federal
Republic of Germany. Full information is only available on the basis of the combination of the Prospectus,
any supplement and these Final Terms. A summary of the individual issue of the Notes is annexed to these
Final Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke von Artikel 8 Abs. 5 i.V.m. Artikel 25 Abs. 4 der
Verordnung (EU) 2017/1129 des Europäischen Parlaments und des Rates vom 14. Juni 2017, in der
geänderten Fassung, abgefasst und sind in Verbindung mit dem Basisprospekt vom 27. März 2020 über das
Programm (der "Prospekt") und dem Nachtrag dazu vom 12. Mai 2020 zu lesen. Der Prospekt sowie etwaige
Nachträge können in elektronischer Form auf der Internetseite der Luxemburger Börse (www.bourse.lu)
eingesehen werden. Kopien sind erhältlich bei der E.ON SE, Brüsseler Platz 1, 45131 Essen, Bundesrepublik

2

Deutschland. Um sämtliche Angaben zu erhalten, sind die Endgültigen Bedingungen, der Prospekt und
etwaige Nachträge im Zusammenhang zu lesen. Eine Zusammenfassung der einzelnen Emission der
Schuldverschreibungen ist diesen Endgültigen Bedingungen angefügt.

3

Part I.: TERMS AND CONDITIONS
Teil I.: ANLEIHEBEDINGUNGEN
The Terms and Conditions applicable to the Notes (the "Conditions") and the English language translation
thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.

TERMS AND CONDITIONS OF THE NOTES

§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS
(1) Currency; Denomination. This Series of Notes (the "Notes") of E.ON SE (the "Issuer") is being issued in
Euro (EUR) (the "Specified Currency") in the aggregate principal amount (subject to § 1(4)) of EUR
500,000,000 (in words: Euro fivehundred million) in denominations of EUR 1,000 (the "Specified
Denomination").
(2) Form. The Notes are in bearer form and represented by one or more global notes (each a "Global Note").
(3) Temporary Global Note Exchange.
(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note") without
coupons. The Temporary Global Note wil be exchangeable for Notes in Specified Denominations
represented by a permanent global note (the "Permanent Global Note") without coupons. The
Temporary Global Note and the Permanent Global Note shall each be signed manually by two authorised
signatories of the Issuer and shall each be authenticated by or on behalf of the Fiscal Agent. Definitive
Notes and interest coupons will not be issued.
(b) The Temporary Global Note shall be exchangeable for the Permanent Global Note from a date 40 days
after the date of issue of the Temporary Global Note. Such exchange shall only be made upon delivery
of certifications to the effect that the beneficial owner or owners of the Notes represented by the
Temporary Global Note is not a U.S. person (other than certain financial institutions or certain persons
holding Notes through such financial institutions) as required by U.S. tax law. Payment of interest on
Notes represented by a Temporary Global Note wil be made only after delivery of such certifications. A
separate certification shall be required in respect of each such payment of interest. Any such certification
received on or after the 40th day after the date of issue of the Temporary Global Note wil be treated as
a request to exchange such Temporary Global Note pursuant to this subparagraph (b) of this § 1(3). Any
securities delivered in exchange for the Temporary Global Note shall be delivered only outside of the
United States. For the purposes of these Conditions, "United States" means the United States of
America (including the States thereof and the District of Columbia) and its possessions (including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).
(4) Clearing System. The Global Note representing the Notes wil be kept in custody by or on behalf of the
Clearing System. "Clearing System" means each of the following: Clearstream Banking S.A., 42 Avenue JF
Kennedy, 1855 Luxembourg, Grand Duchy of Luxembourg ("CBL"), Euroclear Bank SA/NV, Boulevard du
Roi Albert II, 1210 Brussels, Belgium ("Euroclear") and CBL and Euroclear each an "ICSD" and together the
"ICSDs" and any successor in such capacity.
The Notes are issued in new global note ("NGN") form and are kept in custody by a common safekeeper on
behalf of both ICSDs.
The aggregate principal amount of Notes represented by the global note shal be the aggregate amount from
time to time entered in the records of both ICSDs. The records of the ICSDs (which expression means the
records that each ICSD holds for its customers which reflect the amount of such customer's interest in the
Notes) shall be conclusive evidence of the aggregate principal amount of Notes represented by the global
note and, for these purposes, a statement issued by a ICSD stating the amount of Notes so represented at
any time shall be conclusive evidence of the records of the relevant ICSD at that time.

4

On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of
the Notes represented by the global note the Issuer shall procure that details of any redemption, payment or
purchase and cancellation (as the case may be) in respect of the global note shall be entered pro rata in the
records of the ICSDs and, upon any such entry being made, the aggregate principal amount of the Notes
recorded in the records of the ICSDs and represented by the global note shal be reduced by the aggregate
principal amount of the Notes so redeemed or purchased and cancelled.
On an exchange of a portion only of the Notes represented by a Temporary Global Note, the Issuer shall
procure that details of such exchange shall be entered pro rata in the records of the ICSDs.
(5) Holder. "Holder" means any holder of a proportionate co-ownership or other beneficial interest or right in
the Notes.
§ 2
STATUS, NEGATIVE PLEDGE
(1) Status. The obligations under the Notes constitute unsecured and unsubordinated obligations of the Issuer
ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations
of the Issuer, unless such obligations are accorded priority under mandatory rules of law.
(2) Negative Pledge. So long as any Note remains outstanding, but only up to the time al amounts of principal
and interest have been placed at the disposal of the Fiscal Agent, the Issuer undertakes not to create or
permit to subsist any mortgage, charge, pledge, lien or other encumbrance upon any or all of its present or
future assets to secure any present or future Bond Issue without at the same time, or prior thereto, securing
such Notes equally and rateably therewith. "Bond Issue" means any indebtedness which is, in the form of,
or is represented by, any bond, security, certificate or other instrument which is or is capable of being listed,
quoted or traded on any stock exchange or in any securities market (including any over-the-counter market)
and any guarantee or other indemnity in respect of such indebtedness.
§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their aggregate principal
amount at the rate of 0.875 per cent. per annum from (and including) 20 May 2020 to (but excluding) the
Maturity Date (as defined in § 5(1)). Interest shall be payable in arrear on 20 August in each year (each such
date, an "Interest Payment Date"). The first payment of interest shall be made on 20 August 2020 and wil
amount to EUR 2.20 per Specified Denomination.
(2) Accrual of Interest. The Notes shall cease to bear interest from the beginning of the day on which they are
due for redemption. If the Issuer shall fail to redeem the Notes when due, interest shal continue to accrue on
the outstanding aggregate principal amount of the Notes beyond the due date until the actual redemption of
the Notes at the default rate of interest established by law1.
(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less than a
ful year, such interest shal be calculated on the basis of the Day Count Fraction (as defined below).
(4) Day Count Fraction. "Day Count Fraction" means with regard to the calculation of the amount of interest
for any period of time (the "Calculation Period"): the number of days in the Calculation Period divided by the
number of days in the Reference Period in which the Calculation Period fal s.
"Reference Period" means the period from (and including) the Interest Commencement Date to, but
excluding, the first Interest Payment Date or from (and including) each Interest Payment Date to, but excluding
the next Interest Payment Date. For the purposes of determining the relevant Reference Period only,
20 August 2019 shall be deemed to be an Interest Payment Date.

1 The default rate of interest established by law is five percentage points above the basic rate of interest published by Deutsche
Bundesbank from time to time, §§ 288 paragraph 1, 247 paragraph 1 German Civil Code.

5

§ 4
PAYMENTS
(1) (a) Payment of Principal. Payment of principal in respect of Notes shal be made, subject to subparagraph
(2) below, to the Clearing System or to its order for credit to the accounts of the relevant account holders
of the Clearing System.
(b) Payment of Interest. Payment of interest on Notes shall be made, subject to subparagraph (2), to the
Clearing System or to its order for credit to the relevant account holders of the Clearing System.
Payment of interest on Notes represented by the Temporary Global Note shall be made, subject to paragraph
(2), to the Clearing System or to its order for credit to the relevant account holders of the Clearing System,
upon due certification as provided in § 1(3)(b).
(2) Manner of Payment. Subject to (i) applicable fiscal and other laws and regulations and (i ) any withholding
or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue
Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any
regulations or agreements thereunder, any official interpretations thereof, or any law implementing an
intergovernmental approach thereto, payments of amounts due in respect of the Notes shall be made in the
Specified Currency.
(3) Discharge.The Issuer shall be discharged by payment to, or to the order of, the Clearing System.
(4) Payment Business Day. If the date for payment of any amount in respect of any Note is not a Payment
Business Day then the Holder shall not be entitled to payment until the next such day in the relevant place
and shall not be entitled to further interest or other payment in respect of such delay.
For these purposes, "Payment Business Day" means a day (other than a Saturday or a Sunday) on which
the Clearing System as wel as all relevant parts of the Trans-European Automated Real-time Gross
Settlement Express Transfer System 2 ("TARGET") are open to effect payments.
(5) References to Principal and Interest. References in these Terms and Conditions to principal in respect of
the Notes shall be deemed to include, as applicable: the Final Redemption Amount of the Notes; the Cal
Redemption Amount of the Notes; and any premium and any other amounts which may be payable under or
in respect of the Notes. References in these Terms and Conditions to interest in respect of the Notes shall be
deemed to include, as applicable, any Additional Amounts which may be payable under § 7.
(6) Deposit of Principal and Interest. The Issuer may deposit with the Amtsgericht in Frankfurt am Main
principal or interest not claimed by Holders within twelve months after the Maturity Date, even though such
Holders may not be in default of acceptance of payment. If and to the extent that the deposit is effected and
the right of withdrawal is waived, the respective claims of such Holders against the Issuer shall cease.
§ 5
REDEMPTION
(1) Final Redemption. Unless previously redeemed in whole or in part or purchased and cancelled, the Notes
shall be redeemed at their Final Redemption Amount on 20 August 2031 (the "Maturity Date"). The Final
Redemption Amount in respect of each Note shall be its principal amount.
(2) Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment to, the laws or
regulations of the Federal Republic of Germany or any political subdivision or taxing authority thereto or
therein affecting taxation or the obligation to pay duties of any kind, or any change in, or amendment to, an
official interpretation or application of such laws or regulations, which amendment or change is effective on
or after the date on which the last tranche of this series of Notes was issued, the Issuer is required to pay
Additional Amounts (as defined in § 7 herein) on the next succeeding Interest Payment Date (as defined in §
3(1)), and this obligation cannot be avoided by the use of reasonable measures available to the Issuer the
Notes may be redeemed, in whole but not in part, at the option of the Issuer, upon not more than 60 days' nor
less than 30 days' prior notice of redemption given to the Fiscal Agent and, in accordance with § 13 to the
Holders, at their Final Redemption Amount, together with interest accrued to the date fixed for redemption.
However, no such notice of redemption may be given (i) earlier than 90 days prior to the earliest date on
which the Issuer would be obligated to pay such Additional Amounts where a payment in respect of the Notes
then due, or (i ) if at the time such notice is given, such obligation to pay such Additional Amounts does not
remain in effect.

6

Any such notice shal be given in accordance with § 13. It shall be irrevocable, must specify the date fixed for
redemption and must set forth a statement in summary form of the facts constituting the basis for the right of
the Issuer so to redeem.
(3) Early Redemption at the Option of the Issuer.
(a) The Issuer may, upon notice given in accordance with clause (b), redeem al or some only of the Notes
within the Cal Redemption Period(s) at the Cal Redemption Amount(s) set forth below together with
accrued interest, if any, to (but excluding) the last day of the Cal Redemption Period.
Cal Redemption Period(s)

Cal Redemption Amount(s)
20 May 2031 Maturity Date

100% of the Principal Amount
(b) Notice of redemption shall be given by the Issuer to the Holders in accordance with § 13. Such notice
shall specify:
(i) the Series of Notes subject to redemption;
(i ) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate
principal amount of the Notes which are to be redeemed;
(i i) the Call Redemption Period, which shall begin not less than 30 nor more than 60 days after the
date on which notice is given by the Issuer to the Holders; and
(iv) the Cal Redemption Amount at which such Notes are to be redeemed.
(c) In the case of a partial redemption of Notes, Notes to be redeemed shall be selected in accordance with
the rules and procedures of the relevant Clearing System. Such partial redemption shall be reflected in
the records of CBL and Euroclear as either a pool factor or a reduction in aggregate principal amount,
at the discretion of CBL and Euroclear.
(4) Early Redemption for Reasons of a Change of Control.
(a) In the event that a Change of Control (as defined below) occurs and within the Change of Control Period
a Downgrade (as defined below) in respect of that Change of Control occurs or is announced (an "Early
Redemption Event"):
(i) any Holder may, by submitting a redemption notice (the "Early Redemption Notice"), demand from
the Issuer redemption as of the Effective Date (as defined under subparagraph (a)(i )(B) below) of
any or all of its Notes which are or were not otherwise declared due for early redemption, at their
aggregate principal amount plus interest accrued until (but excluding) the Effective Date. Each Early
Redemption Notice must be received by the Fiscal Agent not less than 30 days prior to the Effective
Date; and
(ii) the Issuer will (A) immediately after becoming aware of the Early Redemption Event, publish this
fact by way of a notice pursuant to § 13, and (B) determine and publish pursuant to § 13 the effective
date for the purposes of Early Redemption Notice (the "Effective Date"). The Effective Date must
be a Business Day not less than 60 and not more than 90 days after publication of the notice
regarding the Early Redemption Event pursuant to subparagraph (a)(ii)(A).
(b) Any Early Redemption Notice shall be made in text format (Textform, e.g. email or fax) or in writing in
German or English and shall be sent to the Fiscal Agent at its specified office. The Early Redemption
Notice must be accompanied by evidence showing that the relevant Holder is the holder of the relevant
Note at the time the Early Redemption Notice is delivered. Such evidence may be provided in the form
of a certificate issued by the Custodian (as defined in § 14 (3)) or in any other suitable manner. Early
Redemption Notices shall be irrevocable.
(c) A "Change of Control" occurs if any person or group, acting in concert, gains Control over E.ON SE.
(d) "Control" means any direct or indirect legal or beneficial ownership or any direct or indirect legal or
beneficial entitlement (as described in Section 34 of the German Securities Trading Act
(Wertpapierhandelsgesetz)) of, in the aggregate, more than 50 per cent. of the voting shares of E.ON

7

SE.
(e) The "Change of Control Period" shall commence on the date of the Change of Control Announcement,
but not later than on the date of the Change of Control, and shall end 180 days after the Change of
Control.
(f) "Change of Control Announcement" means any public announcement or statement by E.ON SE or
any actual or potential bidder relating to a Change of Control.
(g) A "Downgrade" occurs if a solicited credit rating for E.ON SE's long-term unsecured debt falls below
investment grade or all Rating Agencies cease to assign (other than temporarily) a credit rating to E.ON
SE. A credit rating below investment grade shall mean, in relation to Standard & Poor's Credit Market
Services Europe Limited, a rating of BB+ or below and, in relation to Moody's Investor Services Inc., a
rating of Ba1 or below and, where another rating agency has been designated by E.ON SE, a
comparable rating.
(h) "Rating Agencies" means Standard & Poor's Credit Market Services Europe Limited, or Moody's
Investors Services Inc., or any of their respective successors, or any other rating agency designated by
E.ON SE.
(5) Purchase; Early Redemption for Reason of Minimal Outstanding Amount. The Issuer may at any time
purchase Notes in the open market or otherwise and at any price. Such acquired Notes may be cancelled,
held or resold. In the event that the Issuer has purchased Notes equal to or in excess of 75 per cent. of the
aggregate principal amount of the Notes initial y issued and the aggregate principal amount of the Notes is
reduced by this percentage in the global note accordingly, the Issuer may call and redeem the remaining
Notes (in whole but not in part) at the Final Redemption Amount plus accrued interest until the date of
redemption (exclusive).
§ 6
AGENTS
(1) Appointment; Specified Office. The initial Fiscal Agent and the initial Paying Agent and their initial specified
offices shall be:
Fiscal Agent

Citibank Europe plc
and Paying Agent:
1 North Wal Quay

Dublin 1

Ireland
The Fiscal Agent and the Paying Agent reserve the right at any time to change their specified offices to some
other specified office in the same city.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate the
appointment of the Fiscal Agent and the Paying Agent and to appoint another Fiscal Agent and another
Paying Agent. The Issuer shall at al times maintain a Fiscal Agent and a Paying Agent (which may be the
Fiscal Agent) with a specified office in the Federal Republic of Germany.
Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency,
when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shal
have been given to the Holders in accordance with § 13.
(3) Agent of the Issuer. The Fiscal Agent and the Paying Agent act solely as the agents of the Issuer and do
not assume any obligations towards or relationship of agency or trust for any Holder.
§ 7
TAXATION
Al amounts payable in respect of the Notes shall be made without withholding or deduction for or on account
of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or
deduction at source by or on behalf of the Federal Republic of Germany or any political subdivision or any
authority thereof or therein having power to tax unless such withholding or deduction is required by law.
In such event, the Issuer wil pay such additional amounts (the "Additional Amounts") as shal be necessary
in order that the net amounts received by the Holders, after such withholding or deduction shal equal the

8

respective amounts of principal and interest which would otherwise have been receivable in the absence of
such withholding or deduction; except that no such Additional Amounts shall be payable on account of any
taxes or duties which:
(a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or
otherwise in any manner which does not constitute a deduction or withholding by the Issuer from
payments of principal or interest made by it, or
(b) are payable by reason of the Holder having, or having had, some personal or business connection with
the Federal Republic of Germany and not merely by reason of the fact that payments in respect of the
Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the
Federal Republic of Germany, or
(c) are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the
taxation of interest income, or (i ) any international treaty or understanding relating to such taxation and
to which the Federal Republic of Germany or the European Union is a party, or (i i) any provision of law
implementing, or complying with, or introduced to conform with, such Directive, Regulation, treaty or
understanding, or
(d) are payable by reason of a change in law or practice that becomes effective more than 30 days after the
relevant payment of principal or interest becomes due, or is duly provided for and notice thereof is
published in accordance with § 13, whichever occurs later, or
(e) are payable because any Note was presented to a particular Paying Agent for payment if the Note could
have been presented to another paying Agent without any such withholding or deduction, or
(f) are payable because the relevant Note has been presented for payment at the counter in the Federal
Republic of Germany or collected for the relevant Holder by a banking institution in the Federal Republic
of Germany, which has kept or keeps such Note in safe custody for such Holder.
For the avoidance of doubt: Withholding tax on capital investment income (Kapitalertragsteuer) currently
levied in the Federal Republic of Germany pursuant to § 43 et seq. of the German Income Tax Act
(Einkommensteuergesetz - EStG), the solidarity surcharge (Solidaritätszuschlag) thereon and, if applicable,
church tax, shall not constitute a tax or duty for which Additional Amounts would have to paid. This shall also
apply in case the taxes and/or relevant provisions mentioned in the sentence before are (i) modified or (i )
amended or replaced by taxes and/or provisions of a similar nature.
§ 8
PRESENTATION PERIOD
The presentation period provided in § 801 paragraph 1, sentence 1 BGB (German Civil Code) is reduced to
ten years for the Notes.
§ 9
EVENTS OF DEFAULT
(1) Events of default. Each Holder shall be entitled to declare his Notes due and demand immediate
redemption thereof at the Final Redemption Amount, together with accrued interest (if any) to the date of
repayment, in the event that
(a) the Issuer fails to pay principal or interest within 30 days from the relevant due date, or
(b) the Issuer fails duly to perform any other obligation arising from the Notes which failure is not capable of
remedy or, if such failure is capable of remedy, such failure continues for more than 90 days after the
Fiscal Agent has received notice thereof from a Holder, or
(c) the Issuer announces its inability to meet its financial obligations or ceases its payments, or
(d) a court opens insolvency proceedings against the Issuer or the Issuer applies for or institutes such
proceedings, or a third party applies for insolvency proceedings against the Issuer and such proceedings
are not discharged or stayed within 60 days, or
(e) the Issuer goes into liquidation unless this is done in connection with a merger, or other form of

9

combination with another company and such company assumes all obligations contracted by the Issuer,
as the case may be, in connection with this issue, or
(f) any governmental order, decree or enactment shall be made in or by the Federal Republic of Germany
whereby the Issuer is prevented from observing and performing in ful its obligations as set forth in these
Terms and Conditions and this situation is not cured within 90 days.
The right to declare Notes due shall terminate if the situation giving rise to it has been cured before the right
is exercised.
(2) Notice. Any notice, including any notice declaring Notes due, in accordance with subparagraph (1) shall
be made by means of a declaration in text format (Textform, e.g. email or fax) or in written form in the German
or English language sent to the specified office of the Fiscal Agent together with proof that such Holder at the
time of such notice is a holder of the relevant Notes by means of a certificate of his Custodian (as defined in
§ 14(3)) or in other appropriate manner.
§ 10
SUBSTITUTION OF THE ISSUER
(1) Substitution. The Issuer may, without the consent of the Holders, if no payment of principal of or interest
on any of the Notes is in default, at any time substitute for the Issuer any Affiliate (as defined below) of the
Issuer as principal debtor in respect of al obligations arising from or in connection with this issue (the
"Substitute Debtor") provided that:
(a) the Substitute Debtor assumes all obligations of the Issuer in respect of the Notes;
(b) the Substitute Debtor has obtained all necessary authorisations and may transfer to the Fiscal Agent in
the currency required hereunder and without being obligated to deduct or withhold any taxes or other
duties of whatever nature levied by the country in which the Substitute Debtor or the Issuer has its
domicile or tax residence, all amounts required for the fulfilment of the payment obligations arising under
the Notes;
(c) the Substitute Debtor has agreed to indemnify and hold harmless each Holder against any withholding
tax, duty, assessment or governmental charge imposed on such Holder in respect of such substitution;
(d) the Issuer irrevocably and unconditionally guarantees in favour of each Holder the payment of all sums
payable by the Substitute Debtor in respect of the Notes and such guarantee contains a negative pledge
undertaking corresponding to § 2(2), and the provisions set out below in § 11 applicable to the Notes
shall apply mutatis mutandis to such guarantee; and
(e) there shall have been delivered to the Fiscal Agent one opinion for each jurisdiction affected of lawyers
of recognised standing to the effect that subparagraphs (a), (b), (c) and (d) above have been satisfied.
For purposes of this § 10, "Affiliate" shall mean any affiliated company (verbundenes Unternehmen) within
the meaning of § 15 German Stock Corporation Act (Aktiengesetz).
(2) Notice. Notice of any such substitution shall be published in accordance with § 13.
(3) Change of References. In the event of any such substitution, any reference in these Terms and Conditions
to the Issuer shall from then on be deemed to refer to the Substitute Debtor and any reference to the country
in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the
country of domicile or residence for taxation purposes of the Substitute Debtor. Furthermore, in the event of
such substitution the fol owing shall apply:
(a) in § 7 and § 5(2) an alternative reference to the Federal Republic of Germany shall be deemed to have
been included in addition to the reference according to the preceding sentence to the country of domicile
or residence for taxation purposes of the Substitute Debtor;
(b) in § 9(1)(c) to (e) an alternative reference to the Issuer in its capacity as guarantor shall be deemed to
have been included in addition to the reference to the Substitute Debtor.

10

§ 11
AMENDMENT OF THE TERMS AND CONDITIONS, HOLDERS' REPRESENTATIVE
(1) Amendment of the Terms and Conditions. In accordance with the Act on Debt Securities of 2009
(Schuldverschreibungsgesetz aus Gesamtemissionen "SchVG") the Holders may agree with the Issuer on
amendments of the Terms and Conditions with regard to matters permitted by the SchVG by resolution with
the majority specified in subparagraph (2). Majority resolutions shall be binding on all Holders. Resolutions
which do not provide for identical conditions for al Holders are void, unless Holders who are disadvantaged
have expressly consented to their being treated disadvantageously.
(2) Majority. Resolutions shal be passed by a majority of not less than 75% of the votes cast. Resolutions
relating to amendments of the Terms and Conditions which are not material and which do not relate to the
matters listed in § 5 paragraph 3, Nos. 1 to 8 of the SchVG require a simple majority of the votes cast.
(3) Resolution of Holders. Resolutions of Holders shall be passed at the election of the Issuer by vote taken
without a meeting in accordance with § 18 SchVG or in a Holder's meeting in accordance with § 9 SchVG.
(4) Chair of the vote. The vote wil be chaired by a notary appointed by the Issuer or, if the Holders'
Representative (as defined below) has convened the vote, by the Holders' Representative.
(5) Voting rights. Each Holder participating in any vote shall cast votes in accordance with the principal amount
or the notional share of its entitlement to the outstanding Notes.
(6) Holders' Representative.
The Holders may by majority resolution appoint a common representative (the "Holders' Representative")
to exercise the Holders' rights on behalf of each Holder.
The Holders' Representative shall have the duties and powers provided by law or granted by majority
resolution of the Holders. The Holders' Representative shall comply with the instructions of the Holders. To
the extent that the Holders' Representative has been authorised to assert certain rights of the Holders, the
Holders shall not be entitled to assert such rights themselves, unless explicitly provided for in the relevant
majority resolution. The Holders' Representative shall provide reports to the Holders on its activities. The
regulations of the SchVG apply with regard to the recall and the other rights and obligations of the Holders'
Representative.
(7) Procedural Provisions regarding Resolutions of Holders.
(a) Notice Period, Registration, Proof.
(i)
A Holders' Meeting shall be convened not less than 14 days before the date of the meeting.
(i )
If the Convening Notice provide(s) that attendance at a Holders' Meeting or the exercise of the voting
rights shall be dependent upon a registration of the Holders before the meeting, then for purposes of
calculating the period pursuant to subsection (1) the date of the meeting shall be replaced by the date
by which the Holders are required to register. The registration notice must be received at the address
set forth in the Convening Notice no later than on the third day before the Holders' Meeting.
(iii) The Convening Notice may provide what proof is required to be entitled to take part in the Holders'
Meeting. Unless otherwise provided in the Convening Notice, for Notes represented by a Global Note
a voting certificate obtained from an agent to be appointed by the Issuer shall entitle its bearer to attend
and vote at the Holders' Meeting. A voting certificate may be obtained by a Holder if at least six days
before the time fixed for the Holders' Meeting, such Holder (a) deposits its Notes for such purpose with
an agent to be appointed by the Issuer or to the order of such agent or (b) blocks its Notes in an
account with a Custodian in accordance with the procedures of the Custodian and delivers a
confirmation stating the ownership and blocking of its Notes to the agent of the Issuer. The Convening
Notice may also require a proof of identity of a person exercising a voting right.
(b) Contents of the Convening Notice, Publication.
(i)
The Convening Notice (the "Convening Notice") shall state the name, the place of the registered office
of the Issuer, the time and venue of the Holders' Meeting, and the conditions on which attendance in
the Holders' Meeting and the exercise of voting rights is made dependent, including the matters
referred to in § 1(2) and (3).
(i )
The Convening Notice shall be published promptly in the Federal Gazette (Bundesanzeiger) and
additionally in accordance with the provisions of § 13. The costs of publication shal be borne by the
Issuer.