Obligation KION Group GmbH 1.625% ( XS2232027727 ) en EUR

KION Group GmbH

100 % ▼

Allemagne

XS2232027727 ( en EUR )

1.625% par an ( paiement annuel )

24/09/2025 - Obligation échue

Prospectus brochure de l'obligation KION GROUP AG XS2232027727 en EUR 1.625%, échue

KION GROUP AG est un leader mondial dans la fabrication et la distribution de chariots élévateurs et de solutions d'intralogistique, comprenant les marques Linde Material Handling, Still et Dematic.

L'Obligation émise par KION Group GmbH ( Allemagne ) , en EUR, avec le code ISIN XS2232027727, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/09/2025

Debt Issuance Programme Prospectus
March 30, 2021
This document constitutes the base prospectus of KION GROUP AG for the purposes of Article 8(1) of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published (the
"Prospectus Regulation"), in respect of non-equity securities to be offered to the public or admitted to trading on a
regulated market within the meaning of Article 2(c) of the Prospectus Regulation (the "Prospectus").

KION GROUP AG
(Frankfurt am Main, Federal Republic of Germany)
as Issuer

EUR 3,000,000,000
Programme for the Issuance of Debt Instruments (the "Programme")

Under the EUR 3,000,000,000 Debt Issuance Programme described in this Prospectus, KION GROUP AG (the "Issuer") may
from time to time issue notes in bearer form (the "Notes"). The aggregate principal amount of Notes outstanding will not at
any time exceed EUR 3,000,000,000 (or its equivalent in any other currency).
Application has been made to list the Notes issued under the Programme on the official list of the Luxembourg Stock Exchange
and to admit the Notes to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg"or on the
professional segment of the regulated market of the Luxembourg Stock Exchange (as defined below) during a period of 12
months from the date of approval. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes
of the Markets in Financial Instruments Directive 2014/65/EU, as amended. However, Notes may also be issued under the
Programme which are listed on a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any
stock exchange.
In accordance with Article 25 (1) of the Prospectus Regulation, the Issuer has requested the Commission de Surveillance du
Secteur Financier (the "CSSF") in its capacity as competent authority under the Prospectus Regulation and the Luxembourg
act relating to prospectuses for securities of 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières
et portant mise en oeuvre du règlement (UE) 2017/1129) (the "Luxembourg Law") to provide the competent authorities in the
Federal Republic of Germany ("Germany") with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Prospectus Regulation (each a "Notification"). The Issuer may request the CSSF to provide competent
authorities in additional host Member States within the European Economic Area (the "EEA") and the United Kingdom with
a Notification.
This Prospectus has been approved by the CSSF as competent authority under the Prospectus Regulation. The CSSF only
approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes
that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
By approving a prospectus, the CSSF shall give no undertaking as to the economic or financial soundness of the transaction or
the quality and solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg Law.

Arrangers
Commerzbank
UniCredit Bank

Dealers

BNP PARIBAS
Commerzbank
Goldman Sachs Bank Europe SE
UniCredit Bank
This Prospectus and any supplement to the Prospectus will be published in electronic form together with all documents
incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of KION
GROUP AG (www.kiongroup.com) in the Section "Investor Relations". For the avoidance of doubt, the content of the
aforementioned website does not form part of this Prospectus and has not been scrutinized or approved by the CSSF. This
Prospectus is valid for a period of 12 months from its date of approval. The validity ends upon expiration of March 30, 2022.
There is no obligation in accordance with Article 23 of the Prospectus Regulation to supplement the Prospectus in the
event of significant new factors, material mistakes or material inaccuracies when the Prospectus is no longer valid.

2

RESPONSIBILITY STATEMENT
KION GROUP AG, with its registered office at Thea-Rasche-Straße 8, 60549 Frankfurt am Main, Federal Republic of
Germany (the "Issuer", "KION", "KION GROUP AG", the "Company" and, together with all of its subsidiaries within
the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz), the "KION Group" or the "Group"),
is solely responsible for the information given in this Prospectus and for the information which will be contained in the
final terms (the "Final Terms").
The Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus is in accordance
with the facts and that this Prospectus makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any information, supplement hereto and with any
other documents incorporated herein by reference. Full information on the Issuer and any tranche of Notes (as defined
herein) is only available on the basis of the combination of the Prospectus and the Final Terms relating to such tranche
of Notes.
KION has confirmed to Commerzbank Aktiengesellschaft and UniCredit Bank AG (together the "Arrangers", and each
of them an "Arranger") and to the dealers set forth on the cover page and any additional dealer (each a "Dealer" and
together the "Dealers") that this Prospectus contains to the best of its knowledge all information which is material in the
context of the Programme and the issue and offering of Notes thereunder, that the information contained herein is
accurate and complete in all material respects and is not misleading, that the opinions and intentions expressed herein
are honestly held and based on reasonable assumptions, that there are no other facts the omission of which would make
this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading;
that KION has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
To the extent permitted by the laws of any relevant jurisdiction neither the Arrangers nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Prospectus or any supplement
hereof, or any other document incorporated by reference nor for the information contained in any Final Terms.
In accordance with Article 23 of the Prospectus Regulation, the Issuer has undertaken with the Dealers to prepare and
publish a supplement to this Prospectus in accordance with the Prospectus Regulation or to publish a new Prospectus if
and when information herein should become materially inaccurate or incomplete or in the event of any significant new
factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is capable
of affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus has been
approved and the closing of any tranche of Notes offered to the public or, as the case may be, when trading of any tranche
of Notes on a regulated market begins in respect of Notes issued on the basis of this Prospectus
No person has been authorised 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 Programme or any information
supplied by the Issuer or such other information as in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorised by the Issuer, the Arrangers of the Programme or any
of, the Dealers specified in the Section entitled "General Description of the Programme" (together with any additional
financial institution to be appointed under the Programme from time to time by the Issuer, which appointment may be
for a specific issue or on a permanent basis) or any of them.
Neither the Arrangers nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is
responsible for the information contained in this Prospectus or any document incorporated herein by reference or any
supplement hereto, or any Final Terms, 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 is valid for 12 months from the date of its approval and it and any supplement hereto as well as any
Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus, any supplement
hereto, nor any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in such documents is accurate and complete subsequent to their respective
dates of issue or that there has been no adverse change in the financial situation of the Issuer since such date or that any
3

other information supplied in connection with the Programme is accurate 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 distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes are
required to inform themselves about and to observe any such restrictions. For a description of certain restrictions
applicable in the United States of America, the European Economic Area in general, the United Kingdom and Northern
Ireland, Japan and Singapore see "Selling Restrictions" on pages 176 to 181 of this Prospectus. In particular, the Notes
have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), and include notes in bearer form that are subject to tax law requirements of the United States of America; subject
to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons
(as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or
its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations.
Product classification pursuant to Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore:
With respect to each issuance of Notes, the Issuer will make a determination about the classification of such Notes for
purposes of Section 309B(1)(a) of the Securities and Futures Act (Chapter 289) of Singapore (as modified or amended
from time to time, the "SFA"). The Final Terms in respect of any Notes may include a legend titled "Notification under
Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore" that will state the product classification
of the applicable Notes (and, if applicable, beneficial interests therein) pursuant to Section 309B(1) of the SFA; however,
unless otherwise stated in the applicable Final Terms, all Notes (or beneficial interests therein) shall be "prescribed
capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore) and "Excluded Investment Products" (as defined in the Monetary Authority of Singapore (the "MAS") Notice
SFA 04-N12: Notice on the Sale of Investment Products and the MAS Notice FAA-N16: Notice on Recommendations
on Investment Products). This notification or any such legend included in the relevant Final Terms will constitute notice
to "relevant persons" for purposes of Section 309B(1)(c) of the SFA.
MIFID II product governance / target market The Final Terms in respect of any Notes may include a legend entitled
"MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "Distributor") should take into consideration the target market assessment; however, a Distributor subject to
Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes should take into consideration the target market assessment; however, a Distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules")
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules") or UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID II Product Governance Rules or the UK MiFIR Product Governance Rules.
PRIIPs / IMPORTANT EEA Retail Investors If the Final Terms in respect of any Notes include a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the 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
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, if the above mentioned legend is
included in the relevant Final Terms, no key information document required by Regulation (EU) No 1286/2014 (as
4

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 or in the UK may be unlawful under the PRIIPs Regulation.
IMPORTANT UK Retail Investors If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to UK 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 United Kingdom ("UK"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets
Authority ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2
of Regulation (EU) No 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar as and
for the period so specified in the Final Terms for the relevant tranche of Notes (each a "Tranche").
The language of this Prospectus is English. The German versions of the English language Terms and Conditions (as
defined below) are shown in this Prospectus for additional information. As to form and content, and all rights and
obligations of the holders of the Notes (the "Holders") and the Issuer under the Notes to be issued, German is the
controlling legally binding language if so specified in the relevant Final Terms. The Issuer accepts responsibility for the
information contained in this Prospectus and confirms that the non-binding translation of the Terms and Conditions (as
defined below), either in the German or English language, correctly and adequately reflects the respective binding
language version.
Each Dealer and/or each financial intermediary subsequently reselling or finally placing Notes to be issued under
the Programme may be entitled to use this Prospectus, as further described in the Section entitled "Consent to
use the Prospectus" below.
This Prospectus may only be used for the purpose for which it has been published.
Neither the Prospectus nor any Final Terms may 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.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or to purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any
recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named
as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) named in the
applicable Final Terms 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 relevant Tranche of 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 relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment must be conducted by the
relevant Stabilization Manager(s) (or persons acting on behalf of any Stabilization Manager(s)) in accordance
with all applicable laws and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "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, all references to "U.S. dollars" and "US $"
are to the lawful currency of the United States of America, all references to "British Pound Sterling" and "GBP" are to
the lawful currency of the United Kingdom.
5

Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Any descriptions or references to business figures or developments refer to the business years 2019 and 2020, unless
specified otherwise. References to "we" or "our" should be read as references to the KION Group.
The information on any website included in the Prospectus, except for the websites listed in "Incorporation by
Reference" below, do not form part of the Prospectus and has not been scrutinized or approved by the CSSF.
Interest amounts payable on Notes with a fluctuating rate of interest ("Floating Rate Notes") will be calculated by
reference to a specific benchmark which will be provided by an administrator.
As of the date of this Prospectus, the specific benchmark applicable to an issue of Floating Rate Notes has not yet been
determined. However, amounts payable under Floating Rate Notes may be calculated by reference to (i) EURIBOR
(Euro Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI) or (ii) LIBOR
(London Interbank Offered Rate) which is provided by the ICE Benchmark Administration Limited (IBA); or
(iii) SONIA (Sterling Overnight Index Average) which is provided by the Bank of England; or (iv) SOFR (Secured
Overnight Financing Rate) which is provided by the Federal Reserve Bank of New York. As at the date of this
Prospectus, EMMI appears whereas IBA, the Bank of England and the Federal Reserve Bank of New York are not
included in the the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority (ESMA) pursuant to Article 36 of Regulation (EU) 2016/1011 of the European Parliament and
of the Council of June 8, 2016 on indices used as benchmarks in financial instruments and financial contracts or to
measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and
Regulation (EU) No 596/2014 (the "Benchmarks Regulation" or "BMR"). As far as the Issuer is aware, neither the
Bank of England nor the Federal Reserve Bank of New York are required to obtain authorisation or registration
pursuant to Article 2(2) of the Benchmarks Regulation, and in relation to IBA, the transitional provisions in
Article 51 of the Benchmarks Regulation apply, such that IBA is not currently required to obtain authorisation or
registration (or, if located outside the European Union, recognition, endorsement or equivalence). In case Notes
are issued which make reference to another benchmark or there was any change with regard to any of the above
benchmarks, the applicable Final Terms will specify the name of the specific benchmark and the relevant
administrator. In such case, the applicable Final Terms will further specify if the relevant administrator is included
in the ESMA Register or whether the transitional provisions in Article 51 of the Benchmarks Regulation apply.
The Final Terms will specify the name of the specific benchmark and the relevant administrator. In such case the Final
Terms will further specify if the relevant administrator is included in the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation or whether the transitional
provisions in Article 51 of the Benchmarks Regulation apply (in which case the relevant administrator would not be
required to obtain authorization or registration (or, if the relevant administrator is located outside the EEA, recognition,
endorsement or equivalence).
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 operates is taken from
publicly available sources, including, but not limited to, third-party studies or the Issuer'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 is aware and is able to ascertain from information published
by such third-party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
The Issuer has 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, the Issuer assumes no
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 own estimates are based. Any statements regarding the market environment, market developments,
growth rates, market trends and competitive situation presented in this Prospectus regarding KION Group and its
operating business areas contained in this Prospectus are based on own estimates and/or analysis unless other sources
are specified.

6

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts
not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases
such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and
similar terms and phrases, including references and assumptions. This applies, in particular, to statements in this
Prospectus containing information on future earning capacity, plans and expectations regarding KION Group's business
and management, its growth and profitability, and general economic and regulatory conditions and other factors that
affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including KION Group's financial condition and results of operations, to differ
materially from and be worse than results that have expressly or implicitly been assumed or described in these forward-
looking statements. KION Group's business is also subject to a number of risks and uncertainties that could cause a
forward-looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are
strongly advised to read the following Sections of this Prospectus: "Risk Factors" and "KION GROUP AG". These
Sections include more detailed descriptions of factors that might have an impact on KION Group's business and the
markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking
statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures ("APMs") which are not recognized financial
measures under the International Financial Reporting Standards as issued by the International Accounting Standards
Board and as adopted by the European Union ("IFRS"). Such APMs must be considered only in addition to, and not as
a substitute for or superior to, financial information prepared in accordance with IFRS included elsewhere in the
Prospectus. Investors are cautioned not to place undue reliance on these APMs and are also advised to review them in
conjunction with the financial statements of the Issuers and related notes.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The audited consolidated financial statements of the Issuer as at and for the financial year ended December 31, 2020 and
the audited consolidated financial statements of the Issuer as at and for the financial year ended December 31, 2019,
each incorporated by reference in this Prospectus, were prepared in accordance with IFRS and the additional
requirements of German commercial law pursuant to Section 315e para. 1 of the German Commercial Code
(Handelsgesetzbuch, "HGB").
This Prospectus contains the alternative performance measures EBIT (i.e., earnings before net financial income/expenses
and tax), Adjusted EBIT (i.e., EBIT adjusted for Company-specific purchase price allocation effects and non-recurring
items), Adjusted EBIT margin (i.e., the ratio of Adjusted EBIT to revenue), EBITDA (i.e., earnings before net financial
income/expenses and tax plus amortization, depreciation, and impairment less reversals of impairment on leased and
rental assets, other property, plant, and equipment, and intangible assets), Adjusted EBITDA (i.e., EBITDA adjusted for
company-specific purchase price allocation effects and non-recurring items), net financial debt (i.e., sum of non-current
and current financial liabilities less cash and cash equivalents), leverage on net financial debt (i.e., the ratio of net
financial debt to adjusted EBITDA on an annualized basis), industrial net operating debt (i.e., net financial debt plus
liabilities from short-term rental fleet financing and liabilities from procurement leases), leverage on INOD (i.e., ratio
industrial net operating debt (INOD) to adjusted industrial EBITDA on an annualized basis whereby adjusted industrial
EBITDA means Adjusted EBITDA further adjusted to exclude the long-term lease business), order intake (i.e., all legally
binding customer orders less any subsequent cancellations) and free cash flow (i.e., the sum of cash flow from operating
activities and cash flow from investing activities) all of which are not recognized as financial measure under IFRS (the
"Alternative Performance Measure"). Such Alternative Performance Measure constitutes an alternative performance
7

measure as defined in the guidelines issued by the European Securities and Markets Authority (ESMA) on October 5,
2015 (the "ESMA Guidelines on Alternative Performance Measures").
The Alternative Performance Measures are presented by the Issuer for the KION Group taken as a whole because it
believes that such measures are frequently used by securities analysts, investors and other interested parties in evaluating
companies belonging to the same industry as KION Group.
The Alternative Performance Measures are not recognized as measures under IFRS or HGB and should not be considered
as substitutes for measures of profitability or liquidity determined in accordance with IFRS. The Alternative Performance
Measures do not indicate whether cash flow will be sufficient or available for the KION Group's cash requirements
(including debt service), and they may not necessarily develop in line with the KION Group's operating results. The
Alternative Performance Measures are not meant to be indicative of future results. Because not all companies calculate
such Alternative Performance Measures in the same way, the KION Group's presentation of the Alternative Performance
Measures is not necessarily comparable with similarly entitled measures used by other companies.
8

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................. 10
RISK FACTORS ................................................................................................................................................. 13
CONSENT TO USE THE PROSPECTUS ....................................................................................................... 50
TERMS AND CONDITIONS OF THE NOTES .............................................................................................. 53
FORM OF FINAL TERMS ............................................................................................................................. 134
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS .......................................... 152
KION GROUP AG............................................................................................................................................ 154
TAXATION WARNING .................................................................................................................................. 175
SUBSCRIPTION AND SALE .......................................................................................................................... 176
GENERAL INFORMATION .......................................................................................................................... 182
INCORPORATION BY REFERENCE .......................................................................................................... 184
NAMES AND ADDRESSES ............................................................................................................................ 185
9

GENERAL DESCRIPTION OF THE PROGRAMME
I. General
Under the Programme, KION GROUP AG may from time to time issue Notes in Series (as defined below) (each Series
consisting of one or more Tranches) (each as defined below) to one or more of the following Dealers: BNP Paribas,
Commerzbank Aktiengesellschaft, Goldman Sachs Bank Europe SE, UniCredit Bank AG, and any additional Dealer
appointed under the Programme from time to time by the Issuer, which appointment may be for a specific issue or on an
ongoing basis or directly to investors.
Commerzbank Aktiengesellschaft and UniCredit Bank AG act as Arrangers in respect of the Programme.
Commerzbank Aktiengesellschaft will act as fiscal agent and paying agent (the "Fiscal Agent"), and other institutions,
all as indicated in the applicable Final Terms, will act as paying agents (the "Paying Agents"). A listing agent will be
appointed for each issuance under the Programme from among the Dealers or another party appointed by the Issuer at
the time of such issuance.
The maximum aggregate principal amount of the Notes at any time outstanding under the Programme will not exceed
EUR 3,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount of the Programme in
accordance with the terms of the dealer agreement from time to time.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of public or
private placements and, in each case, on a syndicated or non-syndicated basis. The method of distribution of each
Tranche will be stated in the Final Terms. Notes may be offered to non-qualified and/or qualified investors, unless the
applicable Final Terms include a legend entitled "Prohibition of Sales to EEA" and/or "UK Retail Investors".
Notes may be issued on a continuous basis in Tranches. One or more Tranches, which are expressed to be consolidated
and forming a single series and identical in all respects, but having different issue dates, interest commencement dates,
issue prices and dates for first interest payments may form a Series ("Series") of Notes. Further Notes may be issued as
part of existing Series. The specific terms of each Tranche will be set forth in the applicable Final Terms.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as
indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in Euro, EUR 1,000,
if in any currency other than Euro, in an amount in such other currency at least equivalent to EUR 1,000 at the time of
the issue of Notes. Notes will be issued with a maturity of twelve months or more. The Notes will be freely transferable
in accordance with the rules and regulations of the relevant Clearing System.
The specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms of Notes listed on
the official list and admitted to trading on the regulated market or on the professional segment of the regulated market
of the Luxembourg Stock Exchange or publicly offered in the Grand Duchy of Luxembourg will be displayed on the
website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes listed on any other stock exchange
or publicly offered in one or more member states of the European Economic Area other than the Grand Duchy of
Luxembourg, the Final Terms will be displayed on the website of KION GROUP AG (www.kiongroup.com).
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the applicable
Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of a yield which
will be determined on the basis of the orders of the investors which are received by the Dealers during the offer period.
Orders will specify a minimum spread and may only be confirmed at or above such yield. The resulting spread will be
used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which determines the
effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to KION GROUP AG as Issuer
as well as to the Notes, and (ii) material for taking an informed investment decision. They are presented in a limited
number of categories depending on their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes with a denomination of less than
EUR 100,000 (or its equivalent in other currencies). Such an issue-specific summary will be annexed to the applicable
Final Terms.
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